EXHIBIT 4.3

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                            LOAN OWNER TRUST 200_-_,
                                    as Issuer


                                       and


                                        ,
                              as Indenture Trustee


                          Dated as of __________, 200_


                    ____________ HOME LOAN OWNER TRUST 200_-_
                          Home Loan Asset Backed Notes,
                                  Series 200_-_





                              Dated __________ __,






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                                TABLE OF CONTENTS

                                                                            Page



                                    ARTICLE I

                                   DEFINITIONS

Section 1.01  Definitions....................................................2
Section 1.02  Incorporation by Reference of Trust Indenture Act..............8
Section 1.03  Rules of Construction..........................................9

                                   ARTICLE II

                                    THE NOTES

Section 2.01  Form..........................................................10
Section 2.02  Execution, Authentication, Delivery and Dating................10
Section 2.03  Registration; Registration of Transfer and Exchange...........11
Section 2.04  Mutilated, Destroyed, Lost or Stolen Notes....................12
Section 2.05  Persons Deemed Note Owners....................................13
Section 2.06  Payment of Principal and/or Interest; Defaulted Interest......13
Section 2.07  Cancellation..................................................14
Section 2.08  Conditions Precedent to the Authentication of the Notes.......14
Section 2.09  Release of Collateral.........................................16
Section 2.10  Book-Entry Notes..............................................17
Section 2.11  Notices to Clearing Agency....................................17
Section 2.12  Definitive Notes..............................................18
Section 2.13  Tax Treatment.................................................18


                                   ARTICLE III

                                    COVENANTS

Section 3.01  Payment of Principal and/or Interest..........................18
Section 3.02  Maintenance of Office or Agency...............................19
Section 3.03  Money for Payments to Be Held in Trust........................19
Section 3.04  Existence.....................................................21
Section 3.05  Protection of Collateral......................................21
Section 3.06  Annual Opinions as to Collateral..............................22
Section 3.07  Performance of Obligations....................................22
Section 3.08  Negative Covenants............................................23
Section 3.09  Annual Statement as to Compliance.............................24
Section 3.10  Covenants of the Issuer.......................................25
Section 3.11  Restricted Payments...........................................25


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Section 3.12  Treatment of Notes as Debt for Tax Purposes...................25
Section 3.13  Notice of Events of Default...................................25
Section 3.14  Further Instruments and Acts..................................25


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01  Satisfaction and Discharge of Indenture.......................26
Section 4.02  Application of Trust Money....................................27
Section 4.03  Repayment of Moneys Held by Paying Agent......................27


                                    ARTICLE V

                                    REMEDIES

Section 5.01  Events of Default.............................................27
Section 5.02  Acceleration of Maturity; Rescission and Annulment............29
Section 5.03  Collection of Indebtedness and Suits for Enforcement by
               Indenture Trustee............................................30
Section 5.04  Remedies; Priorities..........................................32
Section 5.05  Optional Preservation of the Collateral.......................34
Section 5.06  Limitation of Suits...........................................34
Section 5.07  Unconditional Rights of Noteholders to Receive Principal
               and/or Interest..............................................35
Section 5.08  Restoration of Rights and Remedies............................35
Section 5.09  Rights and Remedies Cumulative................................36
Section 5.10  Delay or Omission Not a Waiver................................36
Section 5.11  Control by Noteholders........................................36
Section 5.12  Waiver of Past Defaults.......................................37
Section 5.13  Undertaking For Costs.........................................37
Section 5.14  Waiver of Stay or Extension Laws..............................37
Section 5.15  Action on Notes...............................................37
Section 5.16  Performance and Enforcement of Certain Obligations............38
Section 5.17  Rights In Respect Of Insolvency Proceedings...................38
Section 5.18  [Effect of Payments by the Securities Insurer; Subrogation....39


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01  Duties of Indenture Trustee...................................40
Section 6.02  Rights of Indenture Trustee...................................41
Section 6.03  Individual Rights of Indenture Trustee........................42
Section 6.04  Indenture Trustee's Disclaimer................................42
Section 6.05  Notices of Default............................................42
Section 6.06  Reports by Indenture Trustee to Holders.......................42
Section 6.07  Compensation and Indemnity....................................42


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Section 6.08  Replacement of Indenture Trustee..............................43
Section 6.09  Successor Indenture Trustee by Merger.........................44
Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
               Trustee......................................................44
Section 6.11  Eligibility; Disqualification.................................45
Section 6.12  Preferential Collection of Claims Against Issuer..............46
Section 6.13  Waiver of Setoff..............................................46


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.01  Issuer to Furnish Indenture Trustee Names and Addresses
               of Noteholders...............................................46
Section 7.02  Preservation of Information; Communications to Noteholders....46
Section 7.03  Reports by Issuer.............................................47
Section 7.04  Reports by Indenture Trustee..................................47


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01  Collection of Money and Claims Under the Guaranty Policy......48
Section 8.02  Trust Accounts; Payments......................................48
Section 8.03  General Provisions Regarding Accounts.........................49
Section 8.04  Servicer's Monthly Statements.................................50
Section 8.05  Release of Collateral.........................................50
Section 8.06  Opinion of Counsel............................................50


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01  Supplemental Indentures Without Consent of Noteholders........51
Section 9.02  Supplemental Indentures with Consent of Noteholders...........52
Section 9.03  Execution of Supplemental Indentures..........................53
Section 9.04  Effect of Supplemental Indentures.............................54
Section 9.05  Conformity with Trust Indenture Act...........................54
Section 9.06  Reference in Notes to Supplemental Indentures.................54
Section 9.07  Amendments to Owner Trust Agreement...........................54


                                    ARTICLE X

                               REDEMPTION OF NOTES

Section 10.01 Redemption....................................................54
Section 10.02 Form of Redemption Notice.....................................55


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Section 10.03 Notes Payable on Redemption Date; Provision for Payment
               of Indenture Trustee [and Securities Insurer]................55


                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.01 Compliance Certificates and Opinions, Etc.....................56
Section 11.02 Form of Documents Delivered to Indenture Trustee..............57
Section 11.03 Acts of Noteholders...........................................58
Section 11.04 Notices, Etc., to Indenture Trustee, Issuer, Rating
               Agencies [and Securities Insurer]............................58
Section 11.05 Notices to Noteholders; Waiver................................60
Section 11.06 Conflict With Trust Indenture Act.............................61
Section 11.07 Effect of Headings and Table of Contents......................61
Section 11.08 Successors and Assigns........................................61
Section 11.09 Separability..................................................61
Section 11.10 Benefits of Indenture.........................................61
Section 11.11 Legal Holidays................................................61
Section 11.12 Governing Law.................................................62
Section 11.13 Counterparts..................................................62
Section 11.14 Recording Of Indenture........................................62
Section 11.15 Owner Trust Obligation........................................62
Section 11.16 No Petition...................................................62
Section 11.17 Inspection....................................................62
Section 11.18 [Grant Of Noteholder Rights To Securities Insurer.............63
Section 11.19 Third Party Beneficiary.......................................63
Section 11.20 Suspension And Termination Of Securities Insurer's Rights.....63

                                    EXHIBITS

EXHIBIT A - Forms of Notes


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            This Indenture entered into effective _________, 200_ ("Indenture"),
between ___________ HOME LOAN OWNER TRUST 200_-_, a Delaware business trust, as
Issuer (the "Issuer"), and ____________________________, as Indenture Trustee
(the "Indenture Trustee"),

                        W I T N E S S E T H  T H A T:
                        -----------------------------

            In consideration of the mutual covenants herein contained, the
Issuer and the Indenture Trustee hereby agree as follows for the benefit of each
of them and for the equal and ratable benefit of the holders of the Issuer's
Home Loan Asset Backed Notes, Series 200_-_ (the "Notes") [and _____________
(the "Securities Insurer")].

                                 GRANTING CLAUSE

            Subject to the terms of this Indenture, the Issuer hereby Grants on
the Closing Date, to the Indenture Trustee, as Indenture Trustee for the benefit
of the Holders of the Notes [and the Securities Insurer,] all of the Issuer's
right, title and interest in and to: (i) the Trust Estate (as defined in the
Sale and Servicing Agreement); (ii) the Sale and Servicing Agreement (including
the Issuer's right to cause the Transferor to repurchase the Home Loans from the
Issuer under certain circumstances described therein); (iii) all present and
future claims, demands, causes of action and choses in action in respect of any
or all of the foregoing and all payments on or under and all proceeds of every
kind and nature whatsoever in respect of any or all of the foregoing, including
all proceeds of the conversion thereof, voluntary or involuntary, into cash or
other liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, property insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing; (iv) all funds on deposit from time to time in the Trust Accounts
(including the Certificate Distribution Account); and (v) all other property of
the Owner Trust from time to time (collectively, the "Collateral").

            The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, and to secure compliance with the provisions of this Indenture, all as
provided in this Indenture.

            The Indenture Trustee, as Indenture Trustee on behalf of the Holders
of the Notes [and the Securities Insurer,] acknowledges such Grant, accepts the
trusts hereunder and agrees to perform its duties required in this Indenture to
the best of its ability to the end that the interests of the Holders of the
Notes may adequately and effectively be protected. The Indenture Trustee agrees
and acknowledges that possession of the Indenture Trustee's Home Loan Files will
be held by the Custodian for the benefit of the Indenture Trustee in
____________. The Indenture Trustee further agrees and acknowledges that each
other item of Collateral that is physically delivered to the Indenture Trustee
will be held on behalf of the Indenture Trustee in _________________.

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

            Section 1.01 Definitions. (a) Except as otherwise specified herein
or as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture. Except as otherwise
specified herein or as the context may otherwise require, capitalized terms used
but not otherwise defined herein have the respective meanings set forth in the
Sale and Servicing Agreement for all purposes of this Indenture.

            "Act" has the meaning specified in Section 11.03(a) hereof.

            "Administration Agreement" means the Administration Agreement, dated
as of __________, 200_, among the Administrator, the Issuer and the Company.

            "Administrator" means ___________________, a ______________________,
or any successor Administrator under the Administration Agreement.

            "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any Person means the power to direct the management and policies of such Person,
directly or indirectly, whether through the ownership of voting securities, by
contract or otherwise; and the terms "controlling" and "controlled" have
meanings correlative to the foregoing.

            "Authorized Officer" means, with respect to the Issuer, any officer
of the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and, so
long as the Administration Agreement is in effect, any Vice President or more
senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee if the Administrator is not the Indenture Trustee (as such list may be
modified or supplemented from time to time thereafter).

            "Basic Documents" means the Certificate of Owner Trust, the Owner
Trust Agreement, this Indenture, the Sale and Servicing Agreement, the Servicing
Agreement, the Home Loan Purchase Agreement, the Administration Agreement, the
Insurance Agreement, the Indemnification Agreement, the Custodial Agreement, the
Note Depository Agreement, the Notes and other documents and certificates
delivered in connection herewith or therewith.

            "Book-Entry Notes" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10 hereof.


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            "Business Day" means any day other than (a) a Saturday or Sunday, or
(b) a day on which banking institutions are authorized or obligated by law or
executive order to be closed in a city at any of the following locations: (i)
The City of New York, (ii) where the corporate trust office of the Indenture
Trustee is located, (iii) where the servicing operations of the Servicer are
primarily located or (iv) where the master servicing operations of the Master
Servicer are primarily located.

            "Certificate of Owner Trust" means the certificate of trust of the
Issuer substantially in the form of Exhibit B to the Owner Trust Agreement.

            "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

            "Clearing Agency Participant" means a broker, dealer, bank, other
financial institution or other Person for which from time to time a Clearing
Agency effects book-entry transfers and pledges of securities deposited with the
Clearing Agency.

            "Closing Date" means ____________, 200_.

            "Code" means the Internal Revenue Code of 1986, as amended from time
to time, and Treasury Regulations promulgated thereunder.

            "Collateral" has the meaning specified in the Granting Clause of
this Indenture.

            "Commission" means the Securities and Exchange Commission.

            "Company" means ___________________________, a __________________,
or any successor in interest thereto.

            "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
______________________________________ _____________________, or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

            "Default" means any occurrence that is, or with notice or the lapse
of time or both would become, an Event of Default.

            "Definitive Notes" means the Notes as set forth in Section 2.12
hereof.

            "Depositor" shall mean HSI Asset Securitization Corporation, a
Delaware corporation, in its capacity as depositor under the Sale and Servicing
Agreement, or any successor in interest thereto.

            "Depository Institution" means any depository institution or trust
company, including the Indenture Trustee, that (a) is incorporated under the
laws of the United States of


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America or any State thereof, (b) is subject to supervision and examination by
federal or state banking authorities and (c) has outstanding unsecured
commercial paper or other short-term unsecured debt obligations that are rated
A-1 by ___ (or comparable ratings if ___ is not the Rating Agency).

            "DTC" means The Depository Trust Company, a New York corporation, or
any successor thereto.

            "Due Period" means, with respect to any Payment Date, the period
commencing on the ____ day of the calendar month immediately preceding the month
of such Payment Date and ending on the ___ day of the month in which such
Payment Date occurs.

            "Event of Default" has the meaning specified in Section 5.01 hereof.

            "Exchange Act" means the Securities Exchange Act of 1934, as
amended.

            "Executive Officer" means, with respect to any corporation, the
Chief Executive Officer, Chief Operating Officer, Chief Financial Officer,
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; and with respect to any partnership, any general
partner thereof.

            "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

            "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note Register.

            "Indenture Trustee" means __________________, a ___________________,
as Indenture Trustee under this Indenture, or any successor Indenture Trustee
hereunder.

            "Independent" means, when used with respect to any specified Person,
that the Person (a) is in fact independent of the Issuer, any other obligor on
the Notes, the Transferor[, the Securities Insurer] and any Affiliate of any of
the foregoing Persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor, the
Transferor[, the Securities Insurer] or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Transferor[, the Securities Insurer] or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.


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            "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01 hereof,
made by an Independent appraiser or other expert appointed by an Issuer Order
and approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

            ["Insurance Agreement" means the Insurance and Indemnification
Agreement, dated as of ___________, 200_, among the Securities Insurer,
_________________, as Transferor and Master Servicer, the Depositor and the
Issuer.]

            "Issuer" or "Owner Trust" means __________ Home Loan Owner Trust
200_-_ until a successor replaces it and, thereafter, means the successor and,
for purposes of any provision contained herein and required by the TIA, each
other obligor on the Notes.

            "Issuer Order" and "Issuer Request" mean a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee.

            "Majority Noteholders" means until such time as the Note Principal
Balance of the Notes has been reduced to zero, the holder or holders of in
excess of 50% of the Note Principal Balance of all Notes then Outstanding.

            "Master Servicer" means _____________________, a ________________.

            "Maturity Date" means, with respect to the Notes, _________, 20__.

            "Note" means a ______________ Home Loan Owner Trust 200_-_, Home
Loan Asset Backed Note, Series 200_-_.

            "Note Depository Agreement" means the agreement to be entered into
among the Issuer, the Indenture Trustee and The Depository Trust Company, as the
initial Clearing Agency, relating to the Book-Entry Notes.

            "Note Owner" means, with respect to a Book-Entry Note, the Person
that is the beneficial owner of such Book-Entry Note, as reflected on the books
of the Clearing Agency or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

            "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.03 hereof.

            "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer or, if authorized under the Administration Agreement, the
Administrator or the Master Servicer on behalf of the Issuer, under the
circumstances described in, and otherwise complying with, the applicable
requirements of Section 11.01 hereof, and delivered to the Indenture Trustee.
Unless otherwise specified, any reference in this Indenture to an Officer's
Certificate shall be to


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an Officer's Certificate of any Authorized Officer of the Issuer or, if
authorized under the Administration Agreement, the Administrator.

            "Opinion Of Counsel" means one or more written opinions of counsel
who may, except as otherwise expressly provided in this Indenture, be an
employee of or counsel to the party required to provide such opinion or opinions
and, in each such case, who shall be satisfactory to the Indenture Trustee [and
the Securities Insurer], and which opinion or opinions shall be addressed to the
Indenture Trustee, as Indenture Trustee, [and the Securities Insurer] and shall
comply with any applicable requirements of Section 11.01 hereof and shall be in
form and substance satisfactory to the Indenture Trustee [and the Securities
Insurer].

            "Outstanding" means, with respect to any Note and as of the date of
determination, any Note theretofore authenticated and delivered under this
Indenture except:

            (i) Notes theretofore cancelled by the Note Registrar or delivered
      to the Note Registrar for cancellation;

            (ii) Notes or portions thereof the payment for which money in the
      necessary amount has theretofore been deposited with the Indenture Trustee
      or any Paying Agent in trust for the Holders of such Notes (provided,
      however, that if such Notes are to be redeemed, notice of such redemption
      has been duly given pursuant to this Indenture or provision for such
      notice satisfactory to the Indenture Trustee has been made);

            (iii) Notes in exchange for or in lieu of which other Notes have
      been authenticated and delivered pursuant to this Indenture unless proof
      satisfactory to the Indenture Trustee is presented that any such Notes are
      held by a bona fide purchaser; provided, however, that in determining
      whether the Holders of the requisite percentage of Outstanding Notes have
      given any request, demand, authorization, direction, notice, consent or
      waiver hereunder or under any Basic Document, Notes owned by the Issuer,
      any other obligor upon the Notes, the Transferor or any Affiliate of any
      of the foregoing Persons shall be disregarded and deemed not to be
      Outstanding, except that, in determining whether the Indenture Trustee
      shall be protected in relying upon any such request, demand,
      authorization, direction, notice, consent or waiver, only Notes that the
      Indenture Trustee knows to be owned in such manner shall be disregarded.
      Notes owned in such manner that have been pledged in good faith may be
      regarded as Outstanding if the pledgee establishes to the satisfaction of
      the Indenture Trustee that the pledgee has the right so to act with
      respect to such Notes and that the pledgee is not the Issuer, any other
      obligor upon the Notes, the Transferor or any Affiliate of any of the
      foregoing Persons; and

            (iv) Notes for which the related Maturity Date has occurred;

[provided, that Notes that have been paid with funds provided under the Guaranty
Policy shall be deemed to be Outstanding until the Securities Insurer has been
reimbursed with respect thereto as evidenced by a written notice from the
Securities Insurer delivered to the Indenture Trustee, and the Securities
Insurer shall be deemed to the Holder thereof to the extent of any payments made
by the Securities Insurer.]


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            "Outstanding Amount" means the aggregate principal amount of the
Notes, Outstanding at the date of determination.

            "Owner Trust Agreement" means the Owner Trust Agreement, dated as of
___________, 200_, among HSI Asset Securitization Corporation, as Depositor, the
Company, ______________, as Owner Trustee, and _____________________, as Paying
Agent.

            "Owner Trustee" means __________________________, not in its
individual capacity but solely as Owner Trustee under the Owner Trust Agreement,
or any successor Owner Trustee under the Owner Trust Agreement.

            "Paying Agent" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in Section
6.11 hereof and is authorized by the Issuer to make payments to and payments
from the Note Payment Account, including payment of principal of or interest on
the Notes on behalf of the Issuer.

            "Payment Date" means the ____ day of any month or if such ____ day
is not a Business Day, the first Business Day immediately following such day,
commencing in ______ 200_.

            "Person" means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, limited liability company,
limited liability partnership or government or any agency or political
subdivision thereof.

            "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.04 hereof in lieu of a mutilated,
lost, destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

            "Proceeding" means any suit in equity, action at law or other
judicial or administrative proceeding.

            "Rating Agency" means either or both of (i) ______ or (ii) ______.
If no such organization or successor thereto is any longer in existence, "Rating
Agency" shall be a nationally recognized statistical rating organization or
other comparable Person designated by the Master Servicer [and approved by the
Securities Insurer], notice of which designation shall have been given to the
Indenture Trustee[, the Securities Insurer], the Servicer and the Issuer.

            "Rating Agency Condition" means, with respect to any action to which
a Rating Agency Condition applies, that each Rating Agency shall have been given
10 days (or such shorter period as is acceptable to each Rating Agency) prior
notice thereof and that each of the Depositor, the Servicer, the Master
Servicer[, the Securities Insurer], the Owner Trustee and the Issuer shall have
been notified by the Rating Agencies in writing that such action will not result
in a reduction, withdrawal or qualification of the then current internal ratings
assigned to the Notes by each of the Rating Agencies [without respect to the
Securities Insurer].


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<PAGE>

            "Record Date" means, as to each Payment Date, the ____ Business Day
of the month immediately preceding the month in which such Payment Date occurs.

            "Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.01 hereof, the Payment Date specified by the Master
Servicer or the Issuer pursuant to such Section 10.01.

            "Registered Holder" means the Person in the name of which a Note is
registered on the Note Register on the applicable Record Date.

            "Residual Interest Certificate" has the meaning assigned to such
term in Section 1.1 of the Owner Trust Agreement.

            "Responsible Officer" means, with respect to the Indenture Trustee,
any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated
officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.

            "Sale and Servicing Agreement" means the Sale and Master Servicing
Agreement dated as of ____________, 200_, among the Issuer, the Depositor, the
Transferor and Master Servicer and ____________________, as Indenture Trustee.

            "Securities Act" means the Securities Act of 1933, as amended.

            "Securities Insurer" means _________________, a ________________
__________________.

            "Servicer" shall mean _________________, a __________________, in
its capacity as servicer under the Servicing Agreement, and any successor
Servicer thereunder.

            "Servicing Agreement" shall mean the Servicing Agreement [which
incorporates by reference the Agreement Regarding Standard Servicing Terms,
each] dated as of __________, 200_, between ___________ and the Servicer.

            "State" means any one of the States of the United States of America
or the District of Columbia.

            "Transferor" means ____________________, a ____________________.

            "Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939
as in force on the date hereof, unless otherwise specifically provided.

            "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code as in effect in the relevant jurisdiction, as amended from time
to time.

            Section 1.02 Incorporation by Reference of Trust Indenture Act.

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            (a) Whenever this Indenture refers to a provision of the TIA, the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

            "Indenture Securities" means the Notes.

            "Indenture Security Holder" means a Noteholder.

            "Indenture To Be Qualified" means this Indenture.

            "Indenture Trustee" or "Institutional Trustee" means the Indenture
Trustee.

            "Obligor" on the indenture securities means the Issuer and any other
obligor on the indenture securities.

            (b) All other TIA terms used in this Indenture that are defined in
the TIA, defined by TIA reference to another statute or defined by rule of the
Securities and Exchange Commission have the respective meanings assigned to them
by such definitions.

            Section 1.03 Rules of Construction. Unless the context otherwise
requires:

            (i) a term has the meaning assigned to it;

            (ii) an accounting term not otherwise defined has the meaning
      assigned to it in accordance with generally accepted accounting principles
      as in effect in the United States from time to time;

            (iii) "or" is not exclusive;

            (iv) "including" means including without limitation;

            (v) words in the singular include the plural and words in the plural
      include the singular; and

            (vi) any agreement, instrument or statute defined or referred to
      herein or in any instrument or certificate delivered in connection
      herewith means such agreement, instrument or statute as from time to time
      amended, modified or supplemented (as provided in such agreements) and
      includes (in the case of agreements or instruments) references to all
      attachments thereto and instruments incorporated therein; references to a
      Person are also to its permitted successors and assigns.


                                      -9-
<PAGE>

                                   ARTICLE II

                                    THE NOTES

            Section 2.01 Form. The Notes shall be designated as the "_________
Home Loan Owner Trust 200_-_ Home Loan Asset Backed Notes, Series 200_-_". Each
Note shall be in substantially the form set forth in EXHIBIT A hereto, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon as
may, consistently herewith, be determined by the officers executing such Notes,
as evidenced by their execution thereof. Any portion of the text of any Note may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.

            The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.

            Each Note shall be dated the date of its authentication. The terms
of the Notes are set forth in EXHIBIT A hereto. The terms of each Note are part
of the terms of this Indenture.

            Section 2.02 Execution, Authentication, Delivery and Dating. The
Notes shall be executed on behalf of the Issuer by an Authorized Officer of the
Owner Trustee or the Administrator. The signature of any such Authorized Officer
on the Notes may be manual or facsimile.

            Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Owner Trustee or the Administrator
shall bind the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of such Notes.

            Subject to the satisfaction of the conditions set forth in Section
2.08 hereof, the Indenture Trustee shall upon Issuer Order authenticate and
deliver the Notes for original issue in the following principal amount:
$_____________. The aggregate principal of the Notes Outstanding at any time may
not exceed such amount.

            The Notes that are authenticated and delivered by the Indenture
Trustee to or upon the order of the Issuer on the Closing Date shall be dated
___________, 200_. All other Notes that are authenticated after the Closing Date
for any other purpose under the Indenture shall be dated the date of their
authentication. The Notes shall be issuable as registered Notes in the minimum
denomination of $25,000 initial principal amount and integral multiples of
$1,000 in excess thereof; provided however, that any Note may be issued in such
denominations as may be necessary to represent the remainder of the aggregate
principal amount of the Notes.

            No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be


                                      -10-
<PAGE>

conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

            Section 2.03 Registration; Registration of Transfer and Exchange.
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, the Issuer shall promptly appoint a successor
or, if it elects not to make such an appointment, assume the duties of Note
Registrar.

            If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee [and the
Securities Insurer] prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the location, of the Note
Register, and the Indenture Trustee [and the Securities Insurer] shall have the
right to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee [and the Securities Insurer] shall have the
right to rely upon a certificate executed on behalf of the Note Registrar by an
Executive Officer thereof as to the names and addresses of the Holders of the
Notes and the principal amounts and number of such Notes.

            Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.02
hereof, the Issuer shall execute, and the Indenture Trustee shall authenticate
and the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.

            At the option of the Holder, Notes may be exchanged for other Notes
in any authorized denominations, of a like aggregate principal amount upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes which the Noteholder making the exchange is
entitled to receive.

            All Notes issued upon any registration of transfer or exchange of
Notes shall be the valid obligations of the Issuer, evidencing the same debt,
and entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

            Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agents' Medallion Program ("Stamp") or
such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance with
the Exchange Act.


                                      -11-
<PAGE>

            No service charge shall be made to a Holder [or the Securities
Insurer] for any registration of transfer or exchange of Notes, but the Issuer
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 9.06 hereof not
involving any transfer.

            The preceding provisions of this Section 2.03 notwithstanding, the
Issuer shall not be required to make, and the Note Registrar need not register,
transfers or exchanges of Notes selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to such
Note.

            Section 2.04 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to the Indenture Trustee [and the Securities
Insurer] such security or indemnity as may reasonably be required by them to
hold the Issuer[, the Securities Insurer] and the Indenture Trustee harmless,
then, in the absence of notice to the Issuer, the Note Registrar or the
Indenture Trustee that such Note has been acquired by a bona fide purchaser, an
Authorized Officer of the Owner Trustee or the Administrator on behalf of the
Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven days shall be due and payable, or shall have been called
for redemption, instead of issuing a replacement Note, the Issuer may pay such
destroyed, lost or stolen Note when so due or payable or upon the Redemption
Date without surrender thereof. If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant to the proviso to the
preceding sentence, a bona fide purchaser of the original Note in lieu of which
such replacement Note was issued presents for payment such original Note, the
Issuer[, the Securities Insurer] and the Indenture Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to which it was
delivered or any Person taking such replacement Note from such Person to which
such replacement Note was delivered or any assignee of such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer[, the Securities Insurer] or the Indenture Trustee in
connection therewith.

            Upon the issuance of any replacement Note under this Section 2.04,
the Issuer may require the payment by the Holder of such Note of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
relation thereto and any other reasonable expenses (including the fees and
expenses of the Indenture Trustee) connected therewith.

            Every replacement Note issued pursuant to this Section 2.04 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.


                                      -12-
<PAGE>

            The provisions of this Section 2.04 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

            Section 2.05 Persons Deemed Note Owners. Prior to due presentment
for registration of transfer of any Note, the Issuer[, the Securities Insurer],
the Indenture Trustee and any agent of the Issuer[, the Securities Insurer] or
the Indenture Trustee may treat the Person in the name of which any Note is
registered (as of the day of determination) as the Note Owner for the purpose of
receiving payments of principal of and interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and none of
the Issuer[, the Securities Insurer], the Indenture Trustee or any agent of the
Issuer[, the Securities Insurer] or the Indenture Trustee shall be affected by
notice to the contrary.

            Section 2.06 Payment of Principal and/or Interest; Defaulted
Interest.

            (a) Each Note shall accrue interest at the Note Interest Rate, and
such interest shall be payable on each Payment Date as specified in EXHIBIT A
hereto, subject to Section 3.01 hereof. Any installment of interest or
principal, if any, payable on any Note that is punctually paid or duly provided
for by the Issuer on the applicable Payment Date shall be paid to the Person in
the name of which such Note (or one or more Predecessor Notes) is registered on
the Record Date by check mailed first-class postage prepaid to such Person's
address as it appears on the Note Register on such Record Date, except that,
unless Definitive Notes have been issued pursuant to Section 2.12 hereof, with
respect to Notes registered on the Record Date in the name of the nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payment will be made
by wire transfer in immediately available funds to the account designated by
such nominee and except for the final installment of principal payable with
respect to such Note on a Payment Date or on the Maturity Date (and except for
the Termination Price for any Note called for redemption pursuant to Section
10.01 hereof), which shall be payable as provided in Section 2.06(B) below. The
funds represented by any such checks returned undelivered shall be held in
accordance with Section 3.03 hereof.

            (b) The principal of each Note shall be payable in installments on
each Payment Date as provided in the form of Note set forth in EXHIBIT A hereto.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the earlier of (i) the
Maturity Date, (ii) the Redemption Date or (iii) the date on which an Event of
Default shall have occurred and be continuing, if the Indenture Trustee or the
Majority Noteholders [or the Securities Insurer] shall have declared the Notes
to be immediately due and payable in the manner provided; however, that if on
the date any such Event of Default occurs[, no Securities Insurer Default exists
and is continuing, the Securities Insurer,] in its sole discretion, may
determine whether or not to accelerate payment on the Notes.

            All principal payments on the Notes shall be made pro rata to the
Noteholders. The Indenture Trustee shall notify the Person in the name of which
a Note is registered at the close of business on the Record Date preceding the
Payment Date on which the Issuer expects that the final installment of principal
of and interest on such Note will be paid. Such notice shall be mailed or
transmitted by facsimile prior to such final Payment Date and shall specify that
such final installment will be payable only upon presentation and surrender of
such Note and shall


                                      -13-
<PAGE>

specify the place where such Note may be presented and surrendered for payment
of such installment. [A copy of such form of notice shall be sent to the
Securities Insurer by the Indenture Trustee.] Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.02
hereof. [Promptly following the date on which all principal of and interest on
the Notes has been paid in full and the Notes have been surrendered to the
Indenture Trustee, the Indenture Trustee shall, if the Securities Insurer has
paid any amount in respect of the Notes under the Guaranty Policy that has not
been reimbursed to the Securities Insurer, deliver such surrendered Notes to the
Securities Insurer.]

            Section 2.07 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall promptly be cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall promptly be cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes canceled as provided in this Section 2.07, except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be destroyed or returned to it; provided, however, that such
Issuer Order is timely and the Notes have not been previously disposed of by the
Indenture Trustee.

            Section 2.08 Conditions Precedent to the Authentication of the
Notes. The Notes may be authenticated by the Indenture Trustee, upon Issuer
Request and upon receipt by the Indenture Trustee of the following:

            (a) An Issuer Order authorizing the execution and authentication of
such Notes by the Issuer.

            (b) All of the items of Collateral which shall be delivered to the
Indenture Trustee or its designee.

            (c) An executed counterpart of the Owner Trust Agreement.

            (d) An Opinion of Counsel addressed to the Indenture Trustee [and
the Securities Insurer] to the effect that:

            (i) the Owner Trustee has full power, authority and legal right to
      execute, deliver and perform its obligations under the Trust Agreement and
      to consummate the transactions contemplated thereby;

            (ii) the Issuer has been duly formed, is validly existing as a
      business trust under the Business Trust Statute and has power and
      authority to execute, deliver, issue, and perform, as applicable, this
      Indenture, the Administration Agreement, the Sale and Servicing Agreement,
      [the Insurance Agreement,] the Indemnification Agreement, the Custodial
      Agreement and the Note Depository Agreement and to consummate the
      transactions contemplated thereby;


                                      -14-
<PAGE>

            (iii) assuming due authorization, execution and delivery hereof by
      each party thereto, this Indenture is the valid, legal and binding
      agreement of the Issuer, enforceable against the Issuer in accordance with
      its terms, subject to applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium, receivership or other laws
      relating to the creditors' rights generally and to general principles of
      equity including principles of commercial reasonableness, good faith and
      fair dealing (regardless of whether enforcement is sought in a proceeding
      in equity or at law) and except that the enforcement of rights with
      respect to indemnification and contribution obligations may be limited by
      applicable law;

            (iv) upon due authorization, execution and delivery of this
      Indenture by each party hereto, and due execution, authentication, and
      delivery of the Notes, such Notes will be legal, valid and binding
      obligations of the Issuer, enforceable against the Issuer in accordance
      with their terms, subject to applicable bankruptcy, insolvency, fraudulent
      conveyance, reorganization, moratorium, receivership or other laws
      relating to creditors' rights generally, and to general principles of
      equity including principles of commercial reasonableness, good faith and
      fair dealing (regardless of whether enforcement is sought in a proceeding
      at law or in equity), and will be validly issued and outstanding and
      entitled to the benefits of the Indenture;

            (v) the conditions precedent to the authentication and delivery of
      the Bonds as set forth in this Indenture have been complied with;

            (vi) on the Closing Date, the Issuer shall cause to be furnished to
      the Indenture Trustee [and the Securities Insurer] an Opinion of Counsel
      either stating that, in the opinion of such counsel, this Indenture has
      been properly recorded and filed so as to make effective the lien intended
      to be created thereby, and reciting the details of such action, or stating
      that, in the opinion of such counsel, no such action is necessary to make
      such lien effective; and

            (vii) any other matters as the Indenture Trustee may reasonably
      request;

            (e) An Officer's Certificate complying with the requirements of
Section 11.01 hereof and stating that:

            (i) the Issuer is not in Default under this Indenture and the
      issuance of the Notes applied for will not result in any breach of any of
      the terms, conditions or provisions of, or constitute a default under, the
      Owner Trust Agreement, any indenture, mortgage, deed of trust or other
      agreement or instrument to which the Issuer is a party or by which it is
      bound, or any order of any court or administrative agency entered in any
      Proceeding to which the Issuer is a party or by which it may be bound or
      to which it may be subject, and that all conditions precedent provided in
      this Indenture relating to the authentication and delivery of the Notes
      applied for have been complied with;

            (ii) the Issuer is the owner of all of the Home Loans, has not
      assigned any interest or participation in the Home Loans (or, if any such
      interest or participation has


                                      -15-
<PAGE>

      been assigned, it has been released) and has the right to Grant all of the
      Home Loans to the Indenture Trustee;

            (iii) the Issuer has Granted to the Indenture Trustee all of its
      right, title and interest in and to the Collateral, and has delivered or
      caused the same to be delivered to the Indenture Trustee;

            (iv) letters signed by the Rating Agencies confirming that the Notes
      have been rated "____" by _________ and "____" by __________ have been
      delivered to the Indenture Trustee;

            (v) all conditions precedent provided for in this Indenture relating
      to the authentication of the Notes have been complied with; and

            (f) A fair value certificate from _______________ with respect to
the Home Loans.

            Section 2.09 Release of Collateral.

            (a) Except as otherwise provided in subsections (b) and (c) of this
Section 2.09, Section 11.01 hereof and the terms of the Basic Documents, the
Indenture Trustee shall release property from the lien of this Indenture only
upon receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA Sections
314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such Independent
Certificates to the effect that the TIA does not require any such Independent
Certificates.

            (b) The Servicer, on behalf of the Issuer, shall be entitled to
obtain a release from the lien of this Indenture for any Home Loan and the
related Mortgaged Property at any time (i) after a payment by the Transferor or
the Issuer of the Purchase Price of the Home Loan, (ii) after a Qualified
Substitute Home Loan is substituted for such Home Loan and payment of the
Substitution Adjustment, if any, (iii) after liquidation of the Home Loan in
accordance with Section 4.11 of the Sale and Servicing Agreement and the deposit
of all Recoveries thereon in the Collection Account, or (iv) upon the
termination of a Home Loan (due to, among other causes, a prepayment in full of
the Home Loan and sale or other disposition of the related Mortgaged Property),
if the Issuer delivers to the Indenture Trustee an Issuer Request (A)
identifying the Home Loan and the related Mortgaged Property to be released, (B)
requesting the release thereof, (C) setting forth the amount deposited in the
Collection Account with respect thereto, and (D) certifying that the amount
deposited in the Collection Account (x) equals the Purchase Price of the Home
Loan, in the event a Home Loan and the related Mortgaged Property are being
released from the lien of this Indenture pursuant to item (i) above, (y) equals
the Substitution Adjustment related to the Qualified Substitute Home Loan and
the Deleted Home Loan released from the lien of the Indenture pursuant to item
(ii) above, or (z) equals the entire amount of Recoveries received with respect
to such Home Loan and the related Mortgaged Property in the event of a release
from the lien of this Indenture pursuant to items (iii) or (iv) above.


                                      -16-
<PAGE>

            (c) The Indenture Trustee shall, if requested by the Servicer,
temporarily release or cause the Custodian temporarily to release to the
Servicer the Indenture Trustee's Home Loan File pursuant to the provisions of
Section 7.02 of the Sale and Servicing Agreement upon compliance by the Servicer
with the provisions thereof; provided, however, that the Indenture Trustee's
Home Loan File shall have been stamped to signify the Issuer's pledge to the
Indenture Trustee under the Indenture.

            Section 2.10 Book-Entry Notes. The Notes, when authorized by an
Issuer Order, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Clearing Agency, by or on behalf of the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the nominee
of the initial Clearing Agency, and no Note Owner will receive a definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12 hereof. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to such Note Owners pursuant to Section
2.12 hereof:

            (i) the provisions of this Section 2.10 shall be in full force and
      effect;

            (ii) the Note Registrar, the Indenture Trustee [and the Securities
      Insurer] shall be entitled to deal with the Clearing Agency for all
      purposes of this Indenture (including the payment of principal of and
      interest on the Notes and the giving of instructions or directions
      hereunder) as the sole Holder of the Notes, and shall have no obligation
      to the Note Owners;

            (iii) to the extent that the provisions of this Section 2.10
      conflict with any other provisions of this Indenture, the provisions of
      this Section 2.10 shall control;

            (iv) the rights of Note Owners shall be exercised only through the
      Clearing Agency and shall be limited to those established by law and
      agreements between such Note Owners and the Clearing Agency and/or the
      Clearing Agency Participants pursuant to the Note Depository Agreement.
      Unless and until Definitive Notes are issued pursuant to Section 2.12
      hereof, the initial Clearing Agency will make book-entry transfers among
      the Clearing Agency Participants and receive and transmit payments of
      principal of and interest on the Notes to such Clearing Agency
      Participants; and

            (v) whenever this Indenture requires or permits actions to be taken
      based upon instructions or directions of Holders of Notes evidencing a
      specified percentage of the Outstanding Notes, the Clearing Agency shall
      be deemed to represent such percentage only to the extent that it has
      received instructions to such effect from Note Owners and/or Clearing
      Agency Participants owning or representing, respectively, such required
      percentage of the beneficial interest in the Notes and has delivered such
      instructions to the Indenture Trustee.

            Section 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.12 hereof, the Indenture


                                      -17-
<PAGE>

Trustee shall give all such notices and communications specified herein to be
given to Holders of the Notes to the Clearing Agency and shall have no
obligation to such Note Owners.

            Section 2.12 Definitive Notes.

            If (i) the Administrator advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Book-Entry Notes and the Administrator is
unable to locate a qualified successor, (ii) the Administrator at its option
advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Owners of the Book-Entry Notes representing beneficial
interests aggregating at least a majority of the Outstanding Notes advise the
Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of such Note Owners, then
the Clearing Agency shall notify all Note Owners[, the Securities Insurer] and
the Indenture Trustee of the occurrence of such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Indenture Trustee shall authenticate the Definitive Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note Registrar[, the Securities Insurer] or the Indenture Trustee shall be
liable for any delay in delivery of such instructions and each of them may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

            Section 2.13 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that for all
purposes, including federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Collateral. The Issuer, by entering into this Indenture, and each
Noteholder, by its acceptance of a Note (and each Note Owner by its acceptance
of an interest in the applicable Book-Entry Note), agree to treat the Notes for
all purposes, including federal, state and local income, single business and
franchise tax purposes, as indebtedness of the Issuer.

                                   ARTICLE III

                                    COVENANTS

            Section 3.01 Payment of Principal and/or Interest. The Issuer will
duly and punctually pay (or will cause to be paid duly and punctually) the
principal of and interest on the Notes in accordance with the terms of the Notes
and this Indenture. Without limiting the foregoing, subject to and in accordance
with Section 8.02(C) hereof, the Issuer will cause to be paid to the Noteholders
all amounts on deposit in the Note Payment Account on each Payment Date
deposited therein pursuant to the Sale and Servicing Agreement (less any amounts
representing income from Permitted Investments) for the benefit of the Notes.
Amounts properly withheld under the Code by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been paid
by the Issuer [or the Securities Insurer, as applicable,] to such Noteholder for
all purposes of this Indenture. The Notes shall be non-recourse obligations of
the Issuer and shall be limited in right of payment to amounts available


                                      -18-
<PAGE>

from the Collateral [and any amounts received by the Indenture Trustee under the
Guaranty Policy in respect of the Notes,] as provided in this Indenture. The
Issuer shall not otherwise be liable for payments on the Notes. If any other
provision of this Indenture shall be deemed to conflict with the provisions of
this Section 3.01, the provisions of this Section 3.01 shall control.

            Section 3.02 Maintenance of Office or Agency. The Issuer will or
will cause the Administrator to maintain in the Borough of Manhattan in The City
of New York or in ______________ an office or agency where Notes may be
surrendered for registration of transfer or exchange and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Administrator to serve as its
agent for the foregoing purposes and to serve as Paying Agent with respect to
the Notes and the Certificates. The Issuer will give prompt written notice to
the Indenture Trustee [and the Securities Insurer] of the location, and of any
change in the location, of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office, and the Issuer hereby
appoints the Indenture Trustee as its agent to receive all such surrenders,
notices and demands.

            Section 3.03 Money for Payments to Be Held in Trust. As provided in
Section 8.02(A) and (b) hereof, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the Note
Payment Account pursuant to Section 8.02(C) hereof shall be made on behalf of
the Issuer by the Indenture Trustee or by the Paying Agent, and no amounts so
withdrawn from the Note Payment Account for payments of Notes shall be paid over
to the Issuer except as provided in this Section 3.03.

            On or before the __________ Business Day preceding each Payment Date
and the Redemption Date, the Paying Agent shall deposit or cause to be deposited
in the Note Payment Account an aggregate sum sufficient to pay the amounts due
on such Payment Date or the Redemption Date under the Notes, such sum to be held
in trust for the benefit of the Persons entitled thereto, and (unless the Paying
Agent is the Indenture Trustee) shall promptly notify the Indenture Trustee [and
the Securities Insurer] of its action or failure so to act.

            Any Paying Agent shall be appointed by Issuer Order with written
notice thereof to the Indenture Trustee [and the Securities Insurer]. Any Paying
Agent appointed by the Issuer shall be a Person which would be eligible to be
Indenture Trustee hereunder as provided in Section 6.11 hereof. The Issuer shall
not appoint any Paying Agent (other than the Indenture Trustee) which is not, at
the time of such appointment, a Depository Institution.

            The Issuer will cause each Paying Agent other than the Administrator
or the Indenture Trustee to execute and deliver to the Indenture Trustee [and
the Securities Insurer] an instrument in which such Paying Agent shall agree
with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent,
it hereby so agrees), subject to the provisions of this Section, that such
Paying Agent will:

            (i) hold all sums held by it for the payment of amounts due with
      respect to the Notes in trust for the benefit of the Persons entitled
      thereto until such sums shall be paid


                                      -19-
<PAGE>

      to such Persons or otherwise disposed of as herein provided and pay such
      sums to such Persons as herein provided;

            (ii) give the Indenture Trustee [and the Securities Insurer] notice
      of any default by the Issuer (or any other obligor upon the Notes) of
      which it has actual knowledge in the making of any payment required to be
      made with respect to the Notes;

            (iii) at any time during the continuance of any such default, upon
      the written request of the Indenture Trustee, forthwith pay to the
      Indenture Trustee all sums so held in trust by such Paying Agent;

            (iv) immediately resign as a Paying Agent and forthwith pay to the
      Indenture Trustee all sums held by it in trust for the payment of Notes if
      at any time it ceases to meet the standards required to be met by a Paying
      Agent at the time of its appointment; and

            (v) comply with all requirements of the Code with respect to the
      withholding from any payments made by it on any Notes of any applicable
      withholding taxes imposed thereon and with respect to any applicable
      reporting requirements in connection therewith; provided, however, that
      with respect to withholding and reporting requirements applicable to
      original issue discount (if any) on the Notes, the Issuer shall have first
      provided the calculations pertaining thereto to the Indenture Trustee.

            The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

            Subject to applicable laws with respect to escheat of funds or
abandoned property, any money held by the Indenture Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to either (i) the Issuer on
Issuer Request [and with the prior written consent of the Securities Insurer as
long as no Securities Insurer Default has occurred and is continuing] [or (ii)
if such money or a portion thereof was paid by the Securities Insurer to the
Indenture Trustee for the payment of principal of or interest on such Note, to
the Securities Insurer in lieu of the Issuer to the extent of such unreimbursed
amount; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent of
the amounts so paid to the Issuer), and all liability of the Indenture Trustee
or such Paying Agent with respect to such trust money shall thereupon cease];
provided, however, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, shall at the expense and direction of the
Issuer cause to be published, once in a newspaper of general circulation in The
City of New York customarily published in the English language on each Business
Day, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then


                                      -20-
<PAGE>

remaining will be repaid to the Issuer [or the Securities Insurer, as
applicable]. The Indenture Trustee shall also adopt and employ, at the expense
and direction of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

            Section 3.04 Existence.

            (a) Subject to subparagraph (b) of this Section 3.04, the Issuer
will keep in full effect its existence, rights and franchises as a business
trust under the laws of the State of Delaware [(unless, subject to the prior
written consent of the Securities Insurer, it becomes, or any successor Issuer
hereunder is or becomes, organized under the laws of any other State or of the
United States of America, in which case the Issuer will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction)] and
will obtain and preserve its qualification to do business in each jurisdiction
in which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and the Collateral.

            (b) Any successor to the Owner Trustee appointed pursuant to Section
10.2 of the Owner Trust Agreement shall be the successor Owner Trustee under
this Indenture without the execution or filing of any paper, instrument or
further act to be done on the part of the parties hereto.

            (c) Upon any consolidation or merger of or other succession to the
Owner Trustee, the Person succeeding to the Owner Trustee under the Owner Trust
Agreement may exercise every right and power of the Owner Trustee under this
Indenture with the same effect as if such Person had been named as the Owner
Trustee herein.

            Section 3.05 Protection of Collateral. The Issuer will from time to
time [and upon the direction of the Securities Insurer] execute and deliver all
such reasonable supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

            (i) provide further assurance with respect to the Grant of all or
      any portion of the Collateral;

            (ii) maintain or preserve the lien and security interest (and the
      priority thereof) of this Indenture or carry out more effectively the
      purposes hereof;

            (iii) perfect, publish notice of or protect the validity of any
      Grant made or to be made by this Indenture;

            (iv) enforce any rights with respect to the Collateral; or


                                      -21-
<PAGE>

            (v) preserve and defend title to the Collateral and the rights of
      the Indenture Trustee, the Noteholders [and the Securities Insurer] in
      such Collateral against the claims of all persons and parties.

            The Issuer hereby designates the Administrator its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.05.

            Section 3.06 Annual Opinions as to Collateral. On or before July
15th in each calendar year, beginning in 200_, the Issuer shall furnish to the
Indenture Trustee [and the Securities Insurer] an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and continuation
statements as is necessary to maintain the lien and security interest created by
this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest of this
Indenture until July 15th of the following calendar year.

            Section 3.07 Performance of Obligations.

            (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Collateral or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture, the Sale and Servicing Agreement or such
other instrument or agreement.

            (b) The Issuer may contract with or otherwise obtain the assistance
of other Persons (including, without limitation, the Master Servicer and the
Administrator under the Administration Agreement) to assist it in performing its
duties under this Indenture, and any performance of such duties by a Person
identified to the Indenture Trustee [and the Securities Insurer] in an Officer's
Certificate of the Issuer shall be deemed to be action taken by the Issuer.
Initially, the Issuer has contracted with the Master Servicer and the
Administrator to assist the Issuer in performing its duties under this
Indenture. The Administrator must at all times be the same Person as the
Indenture Trustee.

            (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, in the Basic Documents
and in the instruments and agreements included in the Collateral, including but
not limited to (i) filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this Indenture
and the Sale and Servicing Agreement and (ii) recording or causing to be
recorded all Mortgages, Assignments of Mortgage, all intervening Assignments of
Mortgage and all


                                      -22-
<PAGE>

assumption and modification agreements required to be recorded by the terms of
the Sale and Servicing Agreement, in accordance with and within the time periods
provided for in this Indenture and/or the Sale and Servicing Agreement, as
applicable. Except as otherwise expressly provided therein, the Issuer shall not
waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Indenture Trustee[, the Securities
Insurer] and the Holders of at least a majority of the Outstanding Notes.

            (d) If the Issuer shall have knowledge of the occurrence of a Master
Servicer Event of Default under the Sale and Servicing Agreement, the Issuer
shall promptly notify the Indenture Trustee[, the Securities Insurer], the
Servicer and the Rating Agencies thereof, and shall specify in such notice the
action, if any, the Issuer is taking with respect to such Master Servicer Event
of Default. If such a Master Servicer Event of Default shall arise from the
failure of the Master Servicer to perform any of its duties or obligations under
the Sale and Servicing Agreement with respect to the Home Loans, the Issuer
shall take all reasonable steps available to it to enforce the obligations of
the Master Servicer thereunder.

            (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the
prior written consent of the Indenture Trustee [and, if a Securities Insurer
Default has not occurred and is not continuing, the Securities Insurer,] amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of any
Collateral (except to the extent otherwise provided in the Sale and Servicing
Agreement) or the Basic Documents, or waive timely performance or observance by
the Servicer, the Master Servicer or the Depositor under the Sale and Servicing
Agreement; and (ii) that any such amendment shall not (A) increase or reduce in
any manner the amount of, or accelerate or delay the timing of, payments that
are required to be made for the benefit of the Noteholders or (B) reduce the
aforesaid percentage of the Outstanding Notes that is required to consent to any
such amendment, without the consent of the Holders of all Outstanding Notes. If
any such amendment, modification, supplement or waiver shall so be consented to
by the Indenture Trustee [and, if a Securities Insurer Default has not occurred
and is not continuing, the Securities Insurer], the Issuer agrees, promptly
following a request by the Indenture Trustee [or the Securities Insurer] to do
so, to execute and deliver, in its own name and at its own expense, such
agreements, instruments, consents and other documents as the Indenture Trustee
may deem necessary or appropriate in the circumstances.

            Section 3.08 Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

            (i) except as expressly permitted by this Indenture or the Sale and
      Servicing Agreement, sell, transfer, exchange or otherwise dispose of any
      of the properties or assets of the Issuer, including those included in the
      Collateral, unless directed to do so by the Indenture Trustee [acting at
      the direction of the Securities Insurer, unless a Securities Insurer
      Default has occurred and is continuing, or the Securities Insurer];

            (ii) claim any credit on, or make any deduction from the principal
      or interest payable in respect of, the Notes (other than amounts properly
      withheld from such


                                      -23-
<PAGE>

      payments under the Code) or assert any claim against any present or former
      Noteholder by reason of the payment of the taxes levied or assessed upon
      any part of the Collateral;

            (iii) engage in any business or activity other than as permitted by
      the Owner Trust Agreement or other than in connection with, or relating
      to, the issuance of Notes pursuant to this Indenture, or amend the Owner
      Trust Agreement as in effect on the Closing Date other than in accordance
      with Section 11.1 thereof;

            (iv) issue debt obligations under any other indenture;

            (v) incur or assume any indebtedness or guaranty any indebtedness of
      any Person, except for such indebtedness as may be incurred by the Issuer
      in connection with the issuance of the Notes pursuant to this Indenture;

            (vi) dissolve or liquidate in whole or in part or merge or
      consolidate with any other Person;

            (vii) (A) permit the validity or effectiveness of this Indenture to
      be impaired, or permit the lien of this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may expressly be permitted hereby, (B)
      permit any lien, charge, excise, claim, security interest, mortgage or
      other encumbrance (other than the lien of this Indenture) to be created on
      or extend to or otherwise arise upon or burden the Collateral or any part
      thereof or any interest therein or the proceeds thereof (other than tax
      liens, mechanics' liens and other liens that arise by operation of law, in
      each case on any of the Mortgaged Properties and arising solely as a
      result of an action or omission of the related Obligors or (C) permit the
      lien of this Indenture not to constitute a valid first priority (other
      than with respect to such tax, mechanics' or other lien) security interest
      in the Collateral;

            (viii)remove the Administrator without cause unless the Rating
      Agency Condition shall have been satisfied in connection with such
      removal; or

            (ix) take any other action or fail to take any action which may
      cause the Issuer to be taxable as (a) an association pursuant to Section
      7701 of the Code and the corresponding regulations or (b) as a taxable
      mortgage pool pursuant to Section 7701(i) of the Code and the
      corresponding regulations.

            Section 3.09 Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee [and the Securities Insurer], within 120 days
after the end of each fiscal year of the Issuer (commencing in the fiscal year
200_), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

            (i) a review of the activities of the Issuer during such year and of
      its performance under this Indenture has been made under such Authorized
      Officer's supervision; and


                                      -24-
<PAGE>

            (ii) to the best of such Authorized Officer's knowledge, based on
      such review, the Issuer has complied with all conditions and covenants
      under this Indenture throughout such year, or, if there has been a default
      in its compliance with any such condition or covenant, specifying each
      such default known to such Authorized Officer and the nature and status
      thereof.

            Section 3.10 Covenants of the Issuer. All covenants of the Issuer in
this Indenture are covenants of the Issuer and are not covenants of the Owner
Trustee. The Owner Trustee is, and any successor Owner Trustee under the Owner
Trust Agreement will be, entering into this Indenture solely as Owner Trustee
under the Owner Trust Agreement and not in its respective individual capacity,
and in no case whatsoever shall the Owner Trustee or any such successor Owner
Trustee be personally liable on, or for any loss in respect of, any of the
statements, representations, warranties or obligations of the Issuer hereunder,
as to all of which the parties hereto agree to look solely to the property of
the Issuer.

            Section 3.11 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any payment (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
the Owner Trustee or any owner of a beneficial interest in the Issuer or
otherwise with respect to any ownership or equity interest or security in or of
the Issuer or to the Servicer or Master Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or security
or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, payments to
the Servicer, the Master Servicer, the Indenture Trustee, the Owner Trustee,
[the Securities Insurer,] the Noteholders and the holders of the Residual
Interest Certificate as contemplated by Section 8.02(C) hereof, and to the
extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Owner Trust Agreement. The Issuer will not, directly or
indirectly, make or cause to be made payments to or distributions from the
Collection Account except in accordance with this Indenture and the Basic
Documents.

            Section 3.12 Treatment of Notes as Debt for Tax Purposes. The Issuer
shall, and shall cause the Administrator to, treat the Notes as indebtedness for
all purposes.

            Section 3.13 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, [the Securities Insurer,] the Master Servicer, the Depositor
and the Rating Agencies prompt written notice of each Event of Default
hereunder, each default on the part of the Master Servicer, the Servicer or the
Transferor of its obligations under the Sale and Servicing Agreement and each
default on the part of the Transferor of its obligations under the Home Loan
Purchase Agreement.

            Section 3.14 Further Instruments and Acts. Upon request of the
Indenture Trustee [or the Securities Insurer], the Issuer will execute and
deliver such further instruments and do such further acts as may be reasonably
necessary or proper to carry out more effectively the purpose of this Indenture.


                                      -25-
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

            Section 4.01 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes (except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon [including any such right of the
Securities Insurer pursuant to Section 2.06(B)] or the proviso to the definition
of "Outstanding", (iv) Sections 3.03, 3.04, 3.05, 3.08 and 3.10 hereof, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder (including
the rights of the Indenture Trustee under Section 6.07 hereof and the
obligations of the Indenture Trustee under Section 4.02 hereof) and (vi) the
rights of Noteholders as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them), and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when all of the following have occurred:

                  (A) either (1) all Notes theretofore authenticated and
            delivered (other than (i) Notes that have been destroyed, lost or
            stolen and that have been replaced or paid as provided in Section
            2.04 hereof and (ii) Notes for the payment of which money has
            theretofore been deposited in trust or segregated and held in trust
            by the Issuer and thereafter repaid to the Issuer or discharged from
            such trust, as provided in Section 3.03 hereof) shall have been
            delivered to the Indenture Trustee for cancellation; or (2) all
            Notes not theretofore delivered to the Indenture Trustee for
            cancellation

                              a. shall have become due and payable, or

                              b. will become due and payable within one year
                        following the Maturity Date, or

                              c. are to be called for redemption within one year
                        under arrangements satisfactory to the Indenture Trustee
                        for the giving of notice of redemption by the Indenture
                        Trustee in the name, and at the expense, of the Issuer,

                              d. and the Issuer, in the case of clause a., b. or
                        c. above, has irrevocably deposited or caused
                        irrevocably to be deposited with the Indenture Trustee
                        cash or direct obligations of or obligations guaranteed
                        by the United States of America (which will mature prior
                        to the date such amounts are payable), in trust for such
                        purpose, in an amount sufficient to pay and discharge
                        the entire indebtedness on such Notes not theretofore
                        delivered to the Indenture Trustee for cancellation when
                        due to the Maturity Date or the Redemption Date (if
                        Notes shall have been called for


                                      -26-
<PAGE>

                        redemption pursuant to SECTION 10.01 hereof), as the
                        case may be; and

                  (B) the latest of (a) 18 months after payment in full of all
            outstanding obligations under the Notes, (b) the payment in full of
            all unpaid Trust Fees and Expenses [and all sums owing to the
            Securities Insurer under the Insurance Agreement as confirmed in
            writing by the Securities Insurer], (c) [the Guaranty Policy is
            surrendered to the Securities Insurer and (d)] the date on which the
            Issuer has paid or caused to be paid all other sums payable
            hereunder by the Issuer; and

                  (C) the Issuer shall have delivered to the Indenture Trustee
            [and the Securities Insurer] an Officer's Certificate, an Opinion of
            Counsel and (if required by the TIA or the Indenture Trustee) an
            Independent Certificate from a firm of certified public accountants,
            each meeting the applicable requirements of Section 11.01(A) hereof
            and, subject to Section 11.02 hereof, each stating that all
            conditions precedent herein provided for, relating to the
            satisfaction and discharge of this Indenture with respect to the
            Notes, have been complied with.

            Section 4.02 Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Sections 3.03 and 4.01 hereof shall be held in
trust and applied by it, in accordance with the provisions of the Notes[, the
Insurance Agreement] and this Indenture, to the payment, either directly or
through any Paying Agent, as the Indenture Trustee may determine, [to the
Securities Insurer and] to the Holders of the particular Notes for the payment
or redemption of which such moneys have been deposited with the Indenture
Trustee, of all sums due and to become due thereon; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

            Section 4.03 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to Section 3.03 hereof and thereupon such Paying Agent shall be released from
all further liability with respect to such moneys.

                                   ARTICLE V

                                    REMEDIES


            Section 5.01. Events of Default.

            (a) "Event Of Default," wherever used herein, means any one of the
following events (whatever the reason for such Event of Default and whether it
shall be voluntary or involuntary or be effected by operation of law or pursuant
to any judgment, decree or order of any court or any order, rule or regulation
of any administrative or governmental body):


                                      -27-
<PAGE>

            (i) Notwithstanding that there may be insufficient sums in the Note
      Payment Account for payment thereof on the related Payment Date, default
      in the payment of any interest on any Note when the same becomes due and
      payable, and continuance of such default for a period of five (5) days; or

            (ii) Notwithstanding that there may be insufficient sums in the Note
      Payment Account for payment thereof on the related Payment Date, default
      in the payment of the principal of or any installment of the principal of
      any Note (i) when the same becomes due and payable or (ii) on the Maturity
      Date; or

            (iii) default in the observance or performance of any covenant or
      agreement of the Issuer made in this Indenture (other than a covenant or
      agreement, a default in the observance or performance of which is
      elsewhere in this Section specifically dealt with), or any representation
      or warranty of the Issuer made in this Indenture[, the Insurance
      Agreement], the Sale and Servicing Agreement or in any certificate or
      other writing delivered pursuant hereto or in connection herewith proving
      to have been incorrect in any material respect as of the time when the
      same shall have been made, and such default shall continue or not be
      cured, or the circumstance or condition in respect of which such
      misrepresentation or warranty was incorrect shall not have been eliminated
      or otherwise cured, for a period of 30 days after there shall have been
      given, by registered or certified mail, to the Issuer by the Indenture
      Trustee [at the direction of the Securities Insurer], or to the Issuer and
      the Indenture Trustee by the Holders of at least [25]% of the Outstanding
      Notes [and with the prior written consent of the Securities Insurer (so
      long as no Securities Insurer Default has occurred and is continuing)], a
      written notice specifying such default or incorrect representation or
      warranty and requiring it to be remedied and stating that such notice is a
      notice of Default hereunder; or

            (iv) [an Event of Default under Section 5.01 of the Insurance
      Agreement or in any certificate or other writing delivered pursuant to the
      Insurance Agreement or in connection therewith proving to have been
      incorrect in any material respect as of the time when the same shall have
      been made, and such default shall continue or not be cured, or the
      circumstance or condition in respect of which such misrepresentation or
      warranty was incorrect shall not have been eliminated or otherwise cured,
      for a period of 30 days after there shall have been given, by registered
      or certified mail, to the Issuer by the Indenture Trustee at the direction
      of the Securities Insurer, or to the Issuer and the Indenture Trustee by
      the Holders of at least 25% of the Outstanding Notes and with the prior
      written consent of the Securities Insurer (so long as no Securities
      Insurer Default has occurred and is continuing), a written notice
      specifying such default or incorrect representation or warranty and
      requiring it to be remedied and stating that such notice is a notice of
      Default hereunder; or]

            (v) the filing of a decree or order for relief by a court having
      jurisdiction in the premises in respect of the Issuer or any substantial
      part of the Collateral in an involuntary case under any applicable federal
      or state bankruptcy, insolvency or other similar law now or hereafter in
      effect, or appointing a receiver, liquidator, assignee, custodian,
      trustee, sequestrator or similar official of the Issuer or for any
      substantial part of the Collateral, or ordering the winding-up or
      liquidation of the Issuer's affairs, and


                                      -28-
<PAGE>

      such decree or order shall remain unstayed and in effect for a period of
      60 consecutive days; or

            (vi) the commencement by the Issuer of a voluntary case under any
      applicable federal or state bankruptcy, insolvency or other similar law
      now or hereafter in effect, or the consent by the Issuer to the entry of
      an order for relief in an involuntary case under any such law, or the
      consent by the Issuer to the appointment or taking possession by a
      receiver, liquidator, assignee, custodian, trustee, sequestrator or
      similar official of the Issuer or for any substantial part of the
      Collateral, or the making by the Issuer of any general assignment for the
      benefit of creditors, or the failure by the Issuer generally to pay its
      debts as such debts become due, or the taking of any action by the Issuer
      in furtherance of any of the foregoing.

The Issuer shall promptly deliver to the Indenture Trustee [and the Securities
Insurer] written notice in the form of an Officer's Certificate of any event
which with the giving of notice and the lapse of time would become an Event of
Default under clauses (iii) and (iv) above, the status of such event and what
action the Issuer is taking or proposes to take with respect thereto.

            Section 5.02 Acceleration of Maturity; Rescission and Annulment. If
an Event of Default shall occur [and a Securities Insurer Default has occurred
and is continuing] then and in every such case the Indenture Trustee may or the
Indenture Trustee as directed in writing by the Majority Noteholders shall
declare all the Notes to be then immediately due and payable, by a notice in
writing to the Issuer (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the Outstanding Amount of such Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable; provided, however, that if on the date any
such Event of Default occurs or is continuing, and no Securities Insurer Default
exists and is continuing, then the Securities Insurer, in its sole discretion,
may determine whether or not to accelerate payment on the Notes]. [In the event
of any acceleration of the Notes by operation of this Section 5.02, the
Indenture Trustee shall continue to be entitled to make claims under the
Guaranty Policy pursuant to Section 8.02(E) hereof. Payments under the Guaranty
Policy following acceleration of the Notes shall be applied by the Indenture
Trustee:

            FIRST:  to the  payment of amounts  due and unpaid on the Notes in
respect of interest, ratably, without preference or priority of any kind;

            and

            SECOND:  to the  payment of amounts due and unpaid on the Notes in
respect of  principal,  ratably,  without  preference or priority of any kind,
until the Notes are paid in full.]

            At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the moneys due has been
obtained by the Indenture Trustee as hereinafter in this Article V provided,
[either the Securities Insurer (so long as a Securities Insurer Default has not
occurred and is continuing) or] the Majority Noteholders [(if a Securities
Insurer Default has occurred and is continuing)], by written notice to the
Issuer and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:


                                      -29-
<PAGE>

            (a) the Issuer has paid or deposited with the Indenture Trustee a
sum sufficient to pay:

            1. all payments of principal of and/or interest on all Notes and all
other amounts that would then be due hereunder or upon such Notes if the Event
of Default giving rise to such acceleration had not occurred; and

            2. all sums paid or advanced by the Indenture Trustee [or the
Securities Insurer] hereunder and the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee [or the Securities Insurer]
and their respective agents and counsel; and

            (b) all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by such acceleration, have
been cured or waived as provided in Section 5.12 hereof. No such rescission
shall affect any subsequent default or impair any right consequent thereto.

            Section 5.03 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.

            (a) The Issuer covenants that if (i) default is made in the payment
of any interest on any Note when the same becomes due and payable, and such
default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer will, upon demand of the Indenture
Trustee [made at the direction of the Securities Insurer,] pay to the Indenture
Trustee, for the benefit of the Holders of the Notes [and the Securities
Insurer], the whole amount then due and payable on such Notes for principal
and/or interest, with interest upon the overdue principal and, to the extent
payment at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee [and the Securities Insurer] and their
respective agents and counsel.

            (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee may[, with the prior written consent of the
Securities Insurer (so long as no Securities Insurer Default has occurred and is
continuing)] and shall at the direction of [the Securities Insurer (so long as
no Securities Insurer Default has occurred and is continuing) or] the Majority
Noteholders [(if a Securities Insurer Default has occurred and is continuing)]
institute a Proceeding for the collection of the sums so due and unpaid, and may
prosecute such Proceeding to judgment or final decree, and may enforce the same
against the Issuer or other obligor upon such Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor upon such
Notes, wherever situated, the moneys adjudged or decreed to be payable. [At any
time, so long as no Securities Insurer Default has occurred and is continuing,
if the Securities Insurer is the holder of any Note pursuant to Section 2.06(B)
hereof or all amounts due to all other Holders of the Notes pursuant to the
Notes and this Indenture have been paid in full, then the Securities Insurer
may, in its own name, institute any Proceedings or take any action permitted
under this Section 5.03 to collect amounts due hereunder from the Issuer or any
other obligor of the Notes.]


                                      -30-
<PAGE>

            (c) If an Event of Default occurs and is continuing, the Indenture
Trustee [shall, at the direction of the Securities Insurer, and if a Securities
Insurer Default has occurred and is continuing, the Indenture Trustee] may, in
its discretion, and shall at the direction of the majority of the Holders of the
Outstanding Notes, as more particularly provided in Section 5.04 hereof, proceed
to protect and enforce its rights and the rights of [the Securities Insurer and]
the Noteholders by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid of
the exercise of any power granted herein, or to enforce any other proper remedy
or legal or equitable right vested in the Indenture Trustee by this Indenture or
by law.

            (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Collateral, Proceedings under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered[, upon the direction of the Securities Insurer,] by
intervention in such Proceedings or otherwise:

            (i) to file and prove a claim or claims for the whole amount of
      principal and/or interest owing and unpaid in respect of the Notes and to
      file such other papers or documents as may be necessary or advisable in
      order to have the claims of the Indenture Trustee (including any claim for
      reasonable compensation to the Indenture Trustee, each predecessor
      Indenture Trustee [and the Securities Insurer], and their respective
      agents, attorneys and counsel, and for reimbursement of all expenses and
      liabilities incurred, and all advances made, by the Indenture Trustee and
      each predecessor Indenture Trustee, except as a result of negligence or
      bad faith), [the Securities Insurer] and the Noteholders allowed in such
      Proceedings;

            (ii) unless prohibited by applicable law and regulations, to vote on
      behalf of the Holders of Notes in any election of a trustee, a standby
      trustee or Person performing similar functions in any such Proceedings;

            (iii) to collect and receive any moneys or other property payable or
      deliverable on any such claims and to distribute all amounts received with
      respect to the claims of the Noteholders[, the Securities Insurer] and the
      Indenture Trustee on their behalf; and

            (iv) to file such proofs of claim and other papers or documents as
      may be necessary or advisable in order to have the claims of the Indenture
      Trustee[, the Securities Insurer] or the Holders of Notes allowed in any
      judicial proceedings relative to the Issuer, its creditors and its
      property; and any trustee, receiver, liquidator, custodian or


                                      -31-
<PAGE>

      other similar official in any such Proceeding is hereby authorized by
      [each of] such Noteholders [and the Securities Insurer] to make payments
      to the Indenture Trustee and, in the event that the Indenture Trustee
      shall consent to the making of payments directly to such Noteholders [and
      the Securities Insurer], to pay to the Indenture Trustee such amounts as
      shall be sufficient to cover reasonable compensation to the Indenture
      Trustee, each predecessor Indenture Trustee and their respective agents,
      attorneys and counsel, and all other expenses and liabilities incurred and
      all advances made by the Indenture Trustee and each predecessor Indenture
      Trustee except as a result of negligence or bad faith.

            (e) Nothing herein contained shall be deemed to authorize the
Indenture Trustee to authorize or consent to or vote for or accept or adopt on
behalf of any Noteholder [or the Securities Insurer] any plan of reorganization,
arrangement, adjustment or composition affecting the Notes or the rights of any
Holder thereof [or the Securities Insurer] or to authorize the Indenture Trustee
to vote in respect of the claim of any Noteholder in any such proceeding except,
as aforesaid, to vote for the election of a trustee in bankruptcy or similar
Person.

            (f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents, attorneys and
counsel, shall be for the ratable benefit of the Holders of the Notes [and the
Securities Insurer].

            (g) In any Proceedings brought by the Indenture Trustee (and also
any Proceedings involving the interpretation of any provision of this Indenture
to which the Indenture Trustee shall be a party), the Indenture Trustee shall be
held to represent all the Noteholders, and it shall not be necessary to make any
Noteholder a party to any such Proceedings.

            Section 5.04 Remedies; Priorities.

            (a) If an Event of Default shall have occurred and be continuing,
the Indenture Trustee [shall, at the direction of the Securities Insurer, and if
a Securities Insurer Default has occurred and is continuing, the Indenture
Trustee] may, and at the direction of a majority of the Holders of the
Outstanding Notes shall, do one or more of the following (subject to Section
5.05 hereof):

            (i) institute Proceedings in its own name and as trustee of an
      express trust for the collection of all amounts then payable on the Notes
      and amounts due [to the Securities Insurer or] under this Indenture with
      respect thereto, whether by declaration or otherwise, enforce any judgment
      obtained, and collect from the Issuer and any other obligor upon such
      Notes moneys adjudged due;


                                      -32-
<PAGE>

            (ii) institute Proceedings from time to time for the complete or
      partial foreclosure with respect to the Collateral;

            (iii) exercise any remedies of a secured party under the UCC and
      take any other appropriate action to protect and enforce the rights and
      remedies of the Indenture Trustee[, the Securities Insurer] or the
      Noteholders; and

            (iv) sell the Collateral or any portion thereof or rights or
      interest therein in a commercially reasonable manner, at one or more
      public or private sales called and conducted in any manner permitted by
      law; [provided, however, (x) if a Securities Insurer Default has occurred
      and is continuing, the Indenture Trustee may not sell or otherwise
      liquidate the Collateral following an Event of Default, unless (A) the
      Holders of 100% of the Outstanding Notes consent thereto, (B) the proceeds
      of such sale or liquidation distributable to the Noteholders are
      sufficient to discharge in full all amounts then due and unpaid upon such
      Notes for principal and/or interest or (C) the Indenture Trustee
      determines that the Collateral will not continue to provide sufficient
      funds for the payment of principal of and interest on the Notes as they
      would have become due if the Notes had not been declared due and payable,
      and the Indenture Trustee obtains the consent of Holders of 66-2/3% of the
      Outstanding Notes, and (y) if no Securities Insurer Default has occurred
      and is continuing, the Securities Insurer may direct the Indenture Trustee
      and the Indenture Trustee shall comply with any such direction, to sell or
      otherwise liquidate the Collateral following an Event of Default if (1)
      the conditions under either A, B or C in clause (x) above are met or (2)
      the Securities Insurer has paid the Notes in full under the Guaranty
      Policy. In determining such sufficiency or insufficiency with respect to
      clause (B) and (C) of this Subsection (a)(iv), the Indenture Trustee may,
      but need not, obtain and rely upon an opinion of an Independent investment
      banking or accounting firm of national reputation as to the feasibility of
      such proposed action and as to the sufficiency of the Collateral for such
      purpose].

            (b) If the Indenture Trustee collects any money or property pursuant
to this ARTICLE V, it shall pay out the money or property in the following
order:

            FIRST: to the Indenture Trustee, any Indenture Trustee Fees due and
payable, for any costs or expenses incurred by it in connection with the
enforcement of the remedies provided for in this Article V and any other amounts
payable to the Indenture Trustee pursuant to Section 6.07 hereof;

            SECOND:  to the  Servicer,  any  Servicing  Compensation  due  and
payable under the Sale and Servicing Agreement;

            THIRD: to the Master Servicer,  any Master Servicing  Compensation
due and unpaid;

            [FOURTH:  to the  Securities  Insurer for any  Guaranty  Insurance
Premiums due and payable;]

            FIFTH:  to the  Owner  Trustee,  any  Owner  Trustee  Fees due and
payable;


                                      -33-
<PAGE>

            SIXTH:  to the Noteholders for amounts due and unpaid on the Notes
for interest, pro rata among the Holders of the Notes for interest,  according
to the  amounts due and payable  pursuant to  Section 5.01(d)  of the Sale and
Servicing Agreement,  until the Note Principal Balance of the Notes is reduced
to zero;

            SEVENTH:  to the  Noteholders  for  amounts  due and unpaid on the
Notes for  principal,  pro rata among the Holders of the Notes,  according  to
the  amounts  due and  payable  pursuant  to  Section 5.01(d)  of the Sale and
Servicing Agreement,  until the Note Principal Balance of the Notes is reduced
to zero;

            [EIGHTH:  to the  Securities  Insurer for any amounts then due and
payable pursuant to Section 5.01(e) of the Sale and Servicing Agreement;]

            NINTH:  to the Noteholders for amounts due and unpaid on the Notes
of Excess  Spread,  pro rata among the Holders of the Notes,  according to the
amounts due and payable pursuant to  Section 5.01(e) of the Sale and Servicing
Agreement, until the Note Principal Balance is reduced to zero;

            TENTH: to the Noteholders for amounts due and unpaid on the Notes of
Noteholder's Interest Carry-Forward Amount, pro rata among the Holders of the
Notes, according to the amounts due and payable pursuant to Section 5.01(e) of
the Sale and Servicing Agreement, pro rata, the Noteholders' Interest Carry
Forward Amount due and unpaid; and

            ELEVENTH: concurrently to the Servicer in an amount equal to any
outstanding Nonrecoverable Servicing Advances and to the Master Servicer in an
amount equal to any outstanding Nonrecoverable Monthly Advances, then to
reimburse the Servicer the Servicing Fee Recovery Amount if, any, and then for
deposit into the Certificate Distribution Account for payment to the holders of
the Residual Interest Certificate.

            The Indenture Trustee may fix a record date and payment date for any
payment to be made to the Noteholders pursuant to this Section. At least 15 days
before such record date, the Indenture Trustee shall mail to each Noteholder[,
the Securities Insurer] and the Issuer a notice that states the record date, the
payment date and the amount to be paid.

            Section 5.05 Optional Preservation of the Collateral. If the Notes
have been declared to be due and payable under Section 5.02 hereof following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Collateral. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment
of principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.

            Section 5.06 Limitation of Suits. [No Holder of any Note shall have
any right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture or for the


                                      -34-
<PAGE>

appointment of a receiver or trustee, or for any other remedy hereunder for as
long as a Securities Insurer Default has not occurred or is not continuing and,
if a Securities Insurer Default has occurred and is continuing, unless:

            (a) such Holder has previously given written notice to the Indenture
Trustee of a continuing Event of Default;

            (b) the Holders of not less than 25% of the Outstanding Notes have
made written request to the Indenture Trustee to institute such Proceeding in
respect of such Event of Default in its own name as Indenture Trustee hereunder;

            (c) such Holder or Holders have offered to the Indenture Trustee
reasonable indemnity against the costs, expenses and liabilities to be incurred
in complying with such request;

            (d) the Indenture Trustee for 30 days after its receipt of such
notice, request and offer of indemnity has failed to institute such Proceeding;
and

            (e) no direction inconsistent with such written request has been
given to the Indenture Trustee during such 30-day period by the Majority
Noteholders.]

            It is understood and intended that no one or more Holders of Notes
shall have any right in any manner whatever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other Holders of Notes or to obtain or to seek to obtain priority or preference
over any other Holders or to enforce any right under this Indenture, except in
the manner herein provided.

            In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each group representing less than a Majority Noteholders, the Indenture Trustee
in its sole discretion may determine what action, if any, shall be taken,
notwithstanding any other provisions of this Indenture.

            Section 5.07 Unconditional Rights of Noteholders to Receive
Principal and/or Interest. Notwithstanding any other provisions in this
Indenture, the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the applicable Maturity Date thereof expressed in such
Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

            Section 5.08 Restoration of Rights and Remedies. If the Indenture
Trustee[, the Securities Insurer] or any Noteholder has instituted any
Proceeding to enforce any right or remedy under this Indenture and such
Proceeding has been discontinued or abandoned for any reason or has been
determined adversely to the Indenture Trustee[, the Securities Insurer] or to
such Noteholder, then and in every such case the Issuer, the Indenture Trustee[,
the Securities Insurer] and the Noteholders shall, subject to any determination
in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and


                                      -35-
<PAGE>

remedies of the Indenture Trustee[, the Securities Insurer] and the Noteholders
shall continue as though no such Proceeding had been instituted.

            Section 5.09 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Indenture Trustee[, the Securities
Insurer] or to the Noteholders is intended to be exclusive of any other right or
remedy, and every right and remedy shall, to the extent permitted by law, be
cumulative and in addition to every other right and remedy given hereunder or
now or hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent the
concurrent assertion or employment of any other appropriate right or remedy.

            Section 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee[, the Securities Insurer] or any Holder of any Note to
exercise any right or remedy accruing upon any Default or Event of Default shall
impair any such right or remedy or constitute a waiver of any such Default or
Event of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee[, the Securities Insurer] or
to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Indenture Trustee[, the Securities Insurer] or by the
Noteholders, as the case may be[, subject, in each case, however, to the right
of the Securities Insurer to control any such right and remedy, except as
provided in Section 11.20].

            Section 5.11 Control by Noteholders. [Subject to the rights of the
Securities Insurer under Section 11.18 hereof,] the Majority Noteholders shall
have the right to direct the time, method and place of conducting any Proceeding
for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided,
however, that:

            (a) such direction shall not be in conflict with any rule of law or
with this Indenture;

            (b) subject to the express terms of Section 5.04 hereof, any
direction to the Indenture Trustee to sell or liquidate the Collateral shall be
by Holders of Notes representing not less than 100% of the Notes Outstanding;

            (c) if the conditions set forth in Section 5.05 hereof have been
satisfied and the Indenture Trustee elects to retain the Collateral pursuant to
such Section, then any direction to the Indenture Trustee by Holders of Notes
representing less than 100% of the Notes Outstanding to sell or liquidate the
Collateral shall be of no force and effect; and

            (d) the Indenture Trustee may take any other action deemed proper by
the Indenture Trustee that is not inconsistent with such direction.

            Notwithstanding the rights of the Noteholders set forth in this
Section 5.11, subject to Section 6.01 hereof, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to such
action.


                                      -36-
<PAGE>

            Section 5.12 Waiver of Past Defaults. The [Securities Insurer may,
or at any time when a Securities Insurer Default has occurred and is continuing,
the] Majority Noteholders may waive any past Default or Event of Default and its
consequences, except a Default (a) in the payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that cannot
be modified or amended without the consent of [the Securities Insurer (so long
as no Securities Insurer Default has occurred and is continuing) or] the Holder
of each Note. In the case of any such waiver, the Issuer, the Indenture
Trustee[, the Securities Insurer] and the Holders of the Notes shall be restored
to their former positions and rights hereunder, respectively; but no such waiver
shall extend to any subsequent or other Default or impair any right consequent
thereto.

            Upon any such waiver, such Default shall cease to exist and be
deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Default or Event of Default or impair any right consequent
thereto.

            Section 5.13 Undertaking For Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee [or the Securities Insurer], (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Notes or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

            Section 5.14 Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee [or the Securities Insurer], but will suffer and permit
the execution of every such power as though no such law had been enacted.

            Section 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee[, the Securities Insurer] or the Noteholders
shall be impaired by the recovery of any judgment by the Indenture Trustee


                                      -37-
<PAGE>

against the Issuer or by the levy of any execution under such judgment upon any
portion of the Collateral or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance with
Section 5.04(B) hereof.

            Section 5.16 Performance and Enforcement of Certain Obligations.

            (a) Promptly following a request from the Indenture Trustee [or the
Securities Insurer] to do so and at the Master Servicer's expense, the Issuer
shall take all such lawful action as the Indenture Trustee [or the Securities
Insurer] may request to compel or secure the performance and observance by the
Transferor, the Servicer and the Master Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Sale and
Servicing Agreement, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer, under or in connection with the
Sale and Servicing Agreement to the extent and in the manner directed by the
Indenture Trustee [or the Securities Insurer], including the transmission of
notices of default on the part of the Transferor or the Master Servicer
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Transferor, the Master Servicer or the
Servicer of each of their obligations under the Sale and Servicing Agreement.

            (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall, [at the direction of the Securities Insurer, and] at
the direction (which direction shall be in writing or by telephone, confirmed in
writing promptly thereafter) of the Holders of 66-2/3% of the Notes Outstanding
shall[, with the prior written consent of the Securities Insurer (so long as no
Securities Insurer Default has occurred and is continuing),] exercise all
rights, remedies, powers, privileges and claims of the Issuer, as
Securityholder, against the Transferor, the Servicer or the Master Servicer
under or in connection with the Sale and Servicing Agreement, including the
right or power to take any action to compel or secure performance or observance
by the Transferor, the Servicer or the Master Servicer, as the case may be, of
each of their obligations to the Issuer thereunder and to give any consent,
request, notice, direction, approval, extension, or waiver under the Sale and
Servicing Agreement, and any right of the Issuer to take such action shall be
suspended.

            Section 5.17 Rights In Respect Of Insolvency Proceedings.

            (a) In the event that the Indenture Trustee has received a certified
copy of an order of the appropriate court that any scheduled payment of
principal of or interest on a Note has been voided in whole or in part as a
preference payment under applicable bankruptcy law, the Indenture Trustee shall
so [notify the Securities Insurer, shall comply with the provisions of the
Guaranty Policy to obtain payment by the Securities Insurer of such voided
scheduled payment, and shall, at the time it provides notice to the Securities
Insurer,] notify, by mail to Holders of the Notes that, in the event that any
Holder's scheduled payment is so recovered, such Holder will be entitled to
payment pursuant to the terms of the Policy, a copy of which shall be made
available through the Indenture Trustee[, the Securities Insurer]or the Fiscal
Agent, if any, and the Indenture Trustee shall furnish to the [Securities
Insurer or its] Fiscal Agent, if any, its records evidencing the payments of
principal of and interest on the Notes, if any, which have been made by the
Indenture Trustee and subsequently recovered from Holders, and the dates on
which such payments were made.


                                      -38-
<PAGE>

            [(b) The Indenture Trustee shall promptly notify the Securities
Insurer of either of the following as to which it has actual knowledge: (i) the
commencement of any proceeding by or against the Issuer commenced under the
United States Bankruptcy Code or any other applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (an "Insolvency Proceeding") and
(ii) the making of any claim in connection with any Insolvency Proceeding
seeking the avoidance as a preferential transfer (a "Preference Claim") of any
payment of principal of, or interest on, the Notes. Each Holder, by its purchase
of Notes, and the Indenture Trustee hereby agree that, so long as a the
Securities Insurer Default shall not have occurred and be continuing, the
Securities Insurer may at any time during the continuation of an Insolvency
Proceeding direct all matters relating to such Insolvency Proceeding, including,
without limitation, (i) all matters relating to any Preference Claim, (ii) the
direction of any appeal of any order relating to any Preference Claim at the
expense of the Securities Insurer but subject to reimbursement as provided in
the Insurance Agreement and (iii) the posting of any surety, supersedes or
performance Note pending any such appeal. In addition, and without limitation of
the foregoing, as set forth in Section 5.18, the Securities Insurer shall be
subrogated to, and each Holder and the Indenture Trustee hereby delegate and
assign, to the fullest extent permitted by law the rights of the Indenture
Trustee and each Holder in the conduct of any Insolvency Proceeding, including,
without limitation, all rights of any party to an adversary proceeding action
with respect to any court order issued in connection with any such Insolvency
Proceeding.

            (c) The Indenture Trustee shall furnish to the [Securities Insurer
or its] Fiscal Agent its records evidencing the payments of principal of and
interest on the Notes which have been made by the Indenture Trustee and
subsequently recovered from Noteholders, and the dates on which such payments
were made.]

            Section 5.18 [Effect of Payments by the Securities Insurer;
Subrogation.

            (a) Anything herein to the contrary notwithstanding, any payment
with respect to the principal of or interest on the Notes which is made with
moneys received pursuant to the terms of the Policy shall not be considered
payment by the Issuer of the Notes, shall not discharge the Issuer in respect of
its obligation to make such payment and shall not result in the payment of or
the provision for the payment of the principal of or interest on the Notes
within the meaning of Section 4.01 hereof. The Issuer and the Indenture Trustee
acknowledge that without the need for any further action on the part of the
Securities Insurer, the Issuer, the Indenture Trustee or the Note Registrar (i)
to the extent the Securities Insurer makes payments, directly or indirectly, on
account of principal of or interest on the Notes to the Holders of such Notes,
the Securities Insurer will be fully subrogated to the rights of such Holders to
receive such principal and interest from the Issuer, and (ii) the Securities
Insurer shall be paid such principal and interest in its capacity as a Holder of
Notes but only from the sources and in the manner provided herein for the
payment of such principal and interest in each case only after the Holders of
the Notes have received payment of all scheduled payments of principal and
interest due thereon.]


                                      -39-
<PAGE>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

            Section 6.01 Duties of Indenture Trustee.

            (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

            (b) Except during the continuance of an Event of Default:

            (i) the Indenture Trustee undertakes to perform such duties and only
      such duties as are specifically set forth in this Indenture and no implied
      covenants or obligations shall be read into this Indenture against the
      Indenture Trustee; and

            (ii) in the absence of bad faith or gross negligence on its part,
      the Indenture Trustee may conclusively rely, as to the truth of the
      statements and the correctness of the opinions expressed therein, upon
      certificates or opinions furnished to the Indenture Trustee and conforming
      to the requirements of this Indenture; provided, however, that the
      Indenture Trustee shall examine the certificates and opinions to determine
      whether or not they conform to the requirements of this Indenture.

            (c) The Indenture Trustee may not be relieved from liability for its
      own negligent action, its own negligent failure to act or its own willful
      misconduct, except that:

            (i) this paragraph does not limit the effect of paragraph (b) of
      this Section 6.01;

            (ii) the Indenture Trustee shall not be liable for any error of
      judgment made in good faith by a Responsible Officer unless it is proved
      that the Indenture Trustee was negligent in ascertaining the pertinent
      facts; and

            (iii) the Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it pursuant to Section 5.11 hereof.

            (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section
6.01.

            (e) The Indenture Trustee shall not be liable for interest on any
money received by it except as the Indenture Trustee may agree in writing with
the Issuer.

            (f) Money held in trust by the Indenture Trustee shall be segregated
from other funds held by the Indenture Trustee except to the extent permitted by
law or the terms of this Indenture or the Sale and Servicing Agreement.


                                      -40-
<PAGE>

            (g) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it; provided, however, that the Indenture Trustee
shall not refuse or fail to perform any of its duties hereunder solely as a
result of nonpayment of its normal fees and expenses and provided, further, that
nothing in this Section 6.01(g) shall be construed to limit the exercise by the
Indenture Trustee of any right or remedy permitted under this Indenture or
otherwise in the event of the Issuer's failure to pay the Indenture Trustee's
fees and expenses pursuant to Section 6.07 hereof. In determining that such
repayment or indemnity is not reasonably assured to it, the Indenture Trustee
must consider not only the likelihood of repayment or indemnity by or on behalf
of the Issuer but also the likelihood of repayment or indemnity from amounts
payable to it from the Collateral pursuant to Section 6.07 hereof.

            (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section.

            (i) The Indenture Trustee shall not be required to take notice or be
deemed to have notice or knowledge of any Event of Default (other than an Event
of Default pursuant to Section 5.01(a)(I) or (II) hereof) unless a Responsible
Officer of the Indenture Trustee shall have received written notice thereof or
otherwise shall have actual knowledge thereof. In the absence of receipt of
notice or such knowledge, the Indenture Trustee may conclusively assume that
there is no Event of Default.

            (j) [The Indenture Trustee shall, and hereby agrees, that it will
hold the Guaranty Policy in trust and will hold any proceeds of any claim on the
Guaranty Policy in trust solely for the use and benefit of the Noteholders. The
Indenture Trustee will deliver to the Rating Agencies notice of any change made
to the Guaranty Policy.]

            Section 6.02 Rights of Indenture Trustee.

            (a) The Indenture Trustee may rely on any document believed by it to
be genuine and to have been signed or presented by the proper person. The
Indenture Trustee need not investigate any fact or matter stated in the
document.

            (b) Before the Indenture Trustee acts or refrains from acting, it
may require an Officer's Certificate or an Opinion of Counsel. The Indenture
Trustee shall not be liable for any action it takes or omits to take in good
faith in reliance on an Officer's Certificate or Opinion of Counsel.

            (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee so long as the Indenture Trustee
remains liable to the Issuer, the Noteholders and the Securities Insurer for the
performance of its duties hereunder.

            (d) The Indenture Trustee shall not be liable for any action it
takes or omits to take in good faith which it believes to be authorized or
within its rights or powers; provided,


                                      -41-
<PAGE>

however, that such action or omission by the Indenture Trustee does not
constitute willful misconduct, negligence or bad faith.

            (e) The Indenture Trustee may, at the expense of the Transferor as
provided under Section 6.07, consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Notes
shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

            Section 6.03 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12 hereof.

            Section 6.04 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, shall not be accountable for the
Issuer's use of the proceeds from the Notes, or responsible for any statement of
the Issuer in the Indenture or in any document issued in connection with the
sale of the Notes or in the Notes other than the Indenture Trustee's certificate
of authentication.

            Section 6.05 Notices of Default. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Default within
90 days after it occurs [and to the Securities Insurer notice of such Default
promptly after it occurs]. Except in the case of a Default in payment of
principal of or interest on any Note (including payments pursuant to the
mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice to Noteholders if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

            Section 6.06 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information reasonably available
to the Indenture Trustee as may be required to enable such Holder to prepare its
federal and state income tax returns.

            Section 6.07 Compensation and Indemnity. As compensation for its
services hereunder, the Indenture Trustee shall be entitled to receive, on each
Payment Date, the Indenture Trustee's Fee pursuant to Section 8.02(c) hereof
(which compensation shall not be limited by any law on compensation of a trustee
of an express trust) and shall be entitled to reimbursement by the Master
Servicer for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts and Opinions of Counsel hereunder. The Issuer agrees to
cause the Master Servicer, at its expense, to indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
incurred by it in connection with the administration of this trust and the
performance of its duties


                                      -42-
<PAGE>

hereunder. The Indenture Trustee shall notify the Issuer, the Servicer and the
Master Servicer promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee so to notify the Issuer, the Servicer and the Master
Servicer shall not relieve the Issuer of its obligations hereunder. The Issuer
shall or shall cause the Master Servicer to defend any such claim, and the
Indenture Trustee may have separate counsel reasonably acceptable to the Master
Servicer and the Issuer shall or shall cause the Master Servicer to pay the
reasonable fees and expenses of such counsel. Neither the Issuer, the Servicer
nor the Master Servicer need reimburse any expense or indemnify against any
loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

            The Issuer's payment obligations to the Indenture Trustee pursuant
to this Section 6.07 shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.01(a)(v) hereof with respect to the Issuer, the expenses are intended
to constitute expenses of administration under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or similar
law.

            Section 6.08 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer [and the Securities Insurer].
[The Securities Insurer or the Holders of a majority of the Outstanding Notes
with the consent of the Securities Insurer (so long as no Securities Insurer
Default has occurred and is continuing) may remove the Indenture Trustee by so
notifying the Indenture Trustee and may appoint a successor Indenture Trustee
subject to Section 6.11.] The Issuer shall remove the Indenture Trustee [upon
the prior written consent of the Securities Insurer] if:

            (a) the Indenture Trustee fails to comply with Section 6.11 hereof;

            (b) the Indenture Trustee is adjudged a bankrupt or insolvent;

            (c) a receiver or other public officer takes charge of the Indenture
Trustee or its property; or

            (d) the Indenture Trustee otherwise becomes incapable of acting.

            If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of Indenture Trustee for any reason (the Indenture Trustee
in such event being referred to herein as the retiring Indenture Trustee), the
Issuer shall promptly appoint a successor Indenture Trustee [acceptable to the
Securities Insurer].

            A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee[, the Securities Insurer] and
to the Issuer. Thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture.
The successor Indenture Trustee shall mail a notice of its


                                      -43-
<PAGE>

succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor Indenture
Trustee.

            If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee[, the Securities Insurer], the Issuer or the Holders of a
majority of the Outstanding Notes may petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

            If the Indenture Trustee fails to comply with Section 6.11 hereof,
any Noteholder may petition any court of competent jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor Indenture Trustee
[acceptable to the Securities Insurer].

            Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.08, the Issuer's and the Master Servicer's obligations under
Section 6.07 hereof shall continue for the benefit of the retiring Indenture
Trustee [acceptable to the Securities Insurer].

            Section 6.09 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee; provided,
however, that such corporation or banking association shall otherwise be
qualified and eligible under Section 6.11 hereof. The Indenture Trustee shall
provide [the Securities Insurer and] the Rating Agencies prior written notice of
any such transaction.

            In case at the time such successor or successors by merger,
conversion or consolidation to the Indenture Trustee shall succeed to the trusts
created by this Indenture any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided that the certificate of the Indenture Trustee shall have.

            Section 6.10 Appointment of Co-Indenture Trustee or Separate
Indenture Trustee.

            (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Collateral may at the time be located, the Indenture
Trustee shall have the power, [with the prior written consent of the Securities
Insurer (so long as no Securities Insurer Default has occurred and is
continuing),] and may execute and deliver all instruments to appoint one or more
Persons to act as a co-trustee or co-trustees, or separate trustee or separate
trustees, of all or any part of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of the Noteholders, such title to
the Collateral, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee [or the Securities Insurer] may consider necessary or desirable. No
co-trustee or separate trustee


                                      -44-
<PAGE>

hereunder shall be required to meet the terms of eligibility as a successor
trustee under Section 6.11 hereof and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.08 hereof[; provided that the Indenture Trustee shall deliver notice
of any such co-trustee or separate trustee to the Securities Insurer].

            (b) Every separate trustee and co-trustee shall, to the extent
permitted by law, be appointed and act subject to the following provisions and
conditions:

            (i) all rights, powers, duties and obligations conferred or imposed
      upon the Indenture Trustee shall be conferred or imposed upon and
      exercised or performed by the Indenture Trustee and such separate trustee
      or co-trustee jointly (it being understood that such separate trustee or
      co-trustee is not authorized to act separately without the Indenture
      Trustee joining in such act), except to the extent that under any law of
      any jurisdiction in which any particular act or acts are to be performed
      the Indenture Trustee shall be incompetent or unqualified to perform such
      act or acts, in which event such rights, powers, duties and obligations
      (including the holding of title to the Collateral or any portion thereof
      in any such jurisdiction) shall be exercised and performed singly by such
      separate trustee or co-trustee, but solely at the direction of the
      Indenture Trustee;

            (ii) no trustee hereunder shall be personally liable by reason of
      any act or omission of any other trustee hereunder; and

            (iii) the Indenture Trustee may at any time accept the resignation
      of or remove any separate trustee or co-trustee.

            (c) Any notice, request or other writing given to the Indenture
Trustee shall be deemed to have been given to each of the then separate trustees
and co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, jointly with the Indenture
Trustee, subject to all the provisions of this Indenture, specifically including
every provision of this Indenture relating to the conduct of, affecting the
liability of, or affording protection to, the Indenture Trustee. Every such
instrument shall be filed with the Indenture Trustee.

            (d) Any separate trustee or co-trustee may at any time constitute
the Indenture Trustee its agent or attorney-in-fact with full power and
authority, to the extent not prohibited by law, to do any lawful act under or in
respect of this Agreement on its behalf and in its name. If any separate trustee
or co-trustee shall die, become incapable of acting, resign or be removed, all
of its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

            Section 6.11 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall [be acceptable to the Securities Insurer and shall] have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition. The Indenture Trustee shall


                                      -45-
<PAGE>

comply with TIA Section 310(b), including the optional provision permitted by
the second sentence of TIA Section 310(b)(9); provided, however, that there
shall be excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

            Section 6.12 Preferential Collection of Claims Against Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee which has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.

            Section 6.13 Waiver of Setoff. The Indenture Trustee hereby
expressly waives any and all rights of setoff that the Indenture Trustee may
otherwise at any time have under applicable law with respect to any Trust
Account and agrees that amounts in the Trust Accounts shall at all times be held
and applied solely in accordance with the Basic Documents.

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

            Section 7.01 Issuer to Furnish Indenture Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after the earlier of (i) each
Record Date and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders of Notes as of such Record Date, (b) at such other times as the
Indenture Trustee may request in writing, within 30 days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished; provided, however,
that so long as the Indenture Trustee is the Note Registrar, no such list shall
be required to be furnished. The Indenture Trustee, [or if the Indenture Trustee
is not the Note Register, the Issuer, shall furnish to the Securities Insurer]
in writing on an annual basis[, and at such other times as the Securities
Insurer may request, a copy of the list of Noteholders].

            Section 7.02 Preservation of Information; Communications to
Noteholders.

            (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of Notes received
by the Indenture Trustee in its capacity as Note Registrar. The Indenture
Trustee may destroy any list furnished to it as provided in such Section 7.01
upon receipt of a new list so furnished. [The Indenture Trustee shall make such
list available to the Securities Insurer on request.]

            (b) Noteholders may communicate pursuant to TIA Section 312(b) with
other Noteholders with respect to their rights under this Indenture or under the
Notes.


                                      -46-
<PAGE>

            (c) The Issuer, the Indenture Trustee and the Note Registrar shall
have the protection of TIA Section 312(c).

            Section 7.03 Reports by Issuer.

            (a) The Issuer shall:

            (i) file with the Indenture Trustee [and the Securities Insurer],
      within 15 days after the Issuer is required to file the same with the
      Commission, copies of the annual reports and of the information, documents
      and other reports (or copies of such portions of any of the foregoing as
      the Commission may from time to time by rules and regulations prescribe)
      that the Issuer may be required to file with the Commission pursuant to
      Section 13 or 15(d) of the Exchange Act;

            (ii) file with the Indenture Trustee[, the Securities Insurer] and
      the Commission in accordance with the rules and regulations prescribed
      from time to time by the Commission such additional information, documents
      and reports with respect to compliance by the Issuer with the conditions
      and covenants of this Indenture as may be required from time to time by
      such rules and regulations; and

            (iii) supply to the Indenture Trustee (and the Indenture Trustee
      shall transmit by mail to all Noteholders described in TIA Section 313(c))
      such summaries of any information, documents and reports required to be
      filed by the Issuer pursuant to clauses (i) and (ii) of this Section
      7.03(a) and by rules and regulations prescribed from time to time by the
      Commission.

            (b) Unless the Issuer otherwise determines, the fiscal year of the
Issuer shall end on December 31 of each year.

            Section 7.04 Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after each __________, beginning with ________,
200_, the Indenture Trustee shall mail [to the Securities Insurer and] to each
Noteholder as required by TIA Section 313(c) a brief report dated as of such
date that complies with TIA Section 313(a). The Indenture Trustee also shall
comply with TIA Section 313(b).

            A copy of each report at the time of its mailing to Noteholders
shall be filed by the Indenture Trustee with the Commission and each securities
exchange, if any, on which the Notes are listed. The Issuer shall notify the
Indenture Trustee if and when the Notes are listed on any securities exchange.


                                      -47-
<PAGE>

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

            Section 8.01 Collection of Money and Claims Under the Guaranty
Policy.

            (a) Except as otherwise expressly provided herein, the Indenture
Trustee may demand payment or delivery of, and shall receive and collect,
directly and without intervention or assistance of any fiscal agent or other
intermediary, all money and other property payable to or receivable by the
Indenture Trustee pursuant to this Indenture. The Indenture Trustee shall apply
all such money received by it as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Collateral, the Indenture Trustee may take such action as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V hereof.

            (b) [The Notes will be insured by the Guaranty Policy pursuant to
the terms set forth therein, notwithstanding any provisions to the contrary
contained in this Indenture or the Sale and Servicing Agreement. All amounts
received under the Guaranty Policy shall be used solely for the payment to
Noteholders of principal and interest on the Notes.]

            Section 8.02 Trust Accounts; Payments.

            (a) On or prior to the Closing Date, the Issuer shall cause the
Master Servicer to establish and maintain, in the name of the Indenture Trustee
for the benefit of the Noteholders [and the Securities Insurer], or on behalf of
the Owner Trustee for the benefit of the Securityholders, the Collection Account
as provided in Article V of the Sale and Servicing Agreement. The Indenture
Trustee shall establish and maintain, in the name of the Indenture Trustee on
behalf of the Noteholders, the Note Payment Account as provided in Article V of
the Sale and Servicing Agreement. The Indenture Trustee shall establish and
maintain, in the name of the Indenture Trustee on behalf of the Noteholders, the
Policy Payments Account as provided in Article V of the Sale and Servicing
Agreement. The Indenture Trustee shall also establish and maintain an account
(the "Certificate Distribution Account") in the name of the Owner Trustee on
behalf of the holders of the Residual Interest Certificates. The Indenture
Trustee shall deposit amounts into each of the accounts in accordance with the
terms hereof, the Sale and Servicing Agreement and the Servicer's Monthly
Remittance Report.

            (b) On the _______ Business Day prior to each Payment Date, the
Servicer will remit to the Indenture Trustee for deposit into the Note Payment
Account, the applicable portions of the Available Collection Amount from the
Collection Account, pursuant to Section 5.01(b)(2) of the Sale and Servicing
Agreement and the Indenture Trustee will deposit such amount in the Note Payment
Account. On each Payment Date, to the extent funds are available in the Note
Payment Account, the Indenture Trustee shall either retain funds in the Note
Payment Account for payment on such day or make the withdrawals from the Note


                                      -48-
<PAGE>

Payment Account and deposits into the Certificate Distribution Account for
distribution on such Payment Date as required pursuant to Section 5.01(c) of the
Sale and Servicing Agreement.

            (c) On each Payment Date and Redemption Date, to the extent funds
are available in the Note Payment Account, the Indenture Trustee shall make the
following payments from the amounts on deposit in the Note Payment Account in
the following order of priority (except as otherwise provided in Section 5.04(b)
hereof):

            (i) (A) to the Indenture Trustee, an amount equal to the Indenture
      Trustee Fee and all unpaid Indenture Trustee Fees from prior Payment
      Dates; (B) to the Master Servicer, an amount equal to the Master Servicer
      Compensation and all unpaid Master Servicing Compensation from prior
      Payment Dates; (C) to the Servicer, on behalf of the Owner Trustee, an
      amount equal to the Servicing Compensation (net of the sum of any amounts
      retained prior to deposit into the Collection Account pursuant to Section
      5.01(b)(1) of the Sale and Servicing Agreement) and all unpaid Servicing
      Compensation from prior Payment Dates; [(D) to the Securities Insurer, an
      amount equal to the Guaranty Insurance Premium and all unpaid Guaranty
      Insurance Premiums from prior Payment Dates;] and

            (ii) to the Noteholders [and the Securities Insurer], the amounts
      set forth in Sections 5.01(d) and (e) of the Sale and Servicing Agreement.

            (d) On each Payment Date and each Redemption Date, to the extent of
the interest of the Indenture Trustee in the Certificate Distribution Account
(as described in Section 5.03(a) of the Sale and Servicing Agreement), the
Indenture Trustee hereby authorizes the Owner Trustee or the Paying Agent, as
applicable, to make the distributions from the Certificate Distribution Account
as required pursuant to Sections 5.01(d) and (e) of the Sale and Servicing
Agreement.

            Section 8.03 General Provisions Regarding Accounts.

            (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall be
invested in Permitted Investments and reinvested by the Indenture Trustee at the
direction of the Master Servicer in accordance with the provisions of Article V
of the Sale and Servicing Agreement. All income or other gain from investments
of moneys deposited in the Trust Accounts shall be deposited by the Indenture
Trustee into the Note Payment Account, and any loss resulting from such
investments shall be charged to such account.

            (b) Subject to Section 6.01(c) hereof, the Indenture Trustee shall
not in any way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Permitted Investment included therein
except for losses attributable to the Indenture Trustee's failure to make
payments on such Permitted Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance with
their terms.

            (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m. Eastern Time (or


                                      -49-
<PAGE>

such other time as may be agreed by the Issuer and Indenture Trustee) on any
Business Day or (ii) a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been declared
due and payable pursuant to Section 5.02 hereof or (iii) if such Notes shall
have been declared due and payable following an Event of Default, amounts
collected or receivable from the Collateral are being applied in accordance with
Section 5.05 hereof as if there had not been such a declaration, then the
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Trust Accounts in one or more Permitted Investments.

            Section 8.04 Servicer's Monthly Statements. On each Payment Date,
the Indenture Trustee shall deliver the Servicer's Monthly Remittance Report (as
defined in the Sale and Servicing Agreement) with respect to such Payment Date
to DTC, the Master Servicer, the Rating Agencies [and the Securities Insurer].

            Section 8.05 Release of Collateral.

            (a) Subject to Section 11.01 and the terms of the Basic Documents,
the Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys. [The Indenture Trustee shall surrender
the Guaranty Policy to the Securities Insurer upon the conditions in Section
4.01 hereof.]

            (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Certificateholders pursuant to Section
5.02(b) of the Sale and Servicing Agreement, to the Servicer pursuant to Section
8.02(c)(i)(A) hereof, to the Master Servicer pursuant to Section 8.02(c)(i)(B)
hereof, [to the Securities Insurer pursuant to Section 8.02(c)(i)(C) hereof,] to
the Indenture Trustee pursuant to Section 8.02(c)(i)(D) hereof, to the Owner
Trustee pursuant to Section 8.02(c)(i)(E) hereof and to the Custodian pursuant
to Section 8.02(c)(i)(F) hereof have been paid, release any remaining portion of
the Collateral that secured the Notes from the lien of this Indenture and
release to the Issuer or any other Person entitled thereto any funds then on
deposit in the Trust Accounts. The Indenture Trustee shall release property from
the lien of this Indenture pursuant to this Subsection (B) only upon receipt by
it [and the Securities Insurer] of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.01 hereof.

            Section 8.06 Opinion of Counsel. The Indenture Trustee [and the
Securities Insurer] shall receive at least seven days' prior notice when
requested by the Issuer to take any action pursuant to Section 8.05(a) hereof,
accompanied by copies of any instruments involved, and the Indenture Trustee
[and the Securities Insurer] may also require, as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee
[and the Securities Insurer], stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have


                                      -50-
<PAGE>

been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the
Collateral. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            Section 9.01 Supplemental Indentures Without Consent of Noteholders.

            (a) Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies [and with the prior written consent of the
Securities Insurer (so long as no Securities Insurer Default has occurred and is
continuing),] the Issuer and the Indenture Trustee, when authorized by an Issuer
Order, at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the Trust
Indenture Act as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

            (i) to correct or amplify the description of any property at any
      time subject to the lien of this Indenture, or better to assure, convey
      and confirm unto the Indenture Trustee any property subject or required to
      be subjected to the lien of this Indenture, or to subject to the lien of
      this Indenture additional property;

            (ii) to evidence the succession, in compliance with the applicable
      provisions hereof, of another person to the Issuer, and the assumption by
      any such successor of the covenants of the Issuer herein and in the Notes
      contained;

            (iii) to add to the covenants of the Issuer, for the benefit of the
      Holders of the Notes, or to surrender any right or power herein conferred
      upon the Issuer;

            (iv) to convey, transfer, assign, mortgage or pledge any property to
      or with the Indenture Trustee;

            (v) to cure any ambiguity, to correct or supplement any provision
      herein or in any supplemental indenture that may be inconsistent with any
      other provision herein or in any supplemental indenture or to make any
      other provisions with respect to matters or questions arising under this
      Indenture or in any supplemental indenture; provided, however, that such
      action shall not adversely affect the interests of the Holders of the
      Notes;

            (vi) to evidence and provide for the acceptance of the appointment
      hereunder by a successor trustee with respect to the Notes and to add to
      or change any of the provisions of this Indenture as shall be necessary to
      facilitate the administration of the


                                      -51-
<PAGE>

      trusts hereunder by more than one trustee, pursuant to the requirements of
      Article VI hereof; or

            (vii) to modify, eliminate or add to the provisions of this
      Indenture to such extent as shall be necessary to effect the qualification
      of this Indenture under the TIA or under any similar federal statute
      hereafter enacted and to add to this Indenture such other provisions as
      may be expressly required by the TIA.

            The Indenture Trustee is hereby authorized to join in the execution
of any such supplemental indenture and to make any further appropriate
agreements and stipulations that may be therein contained.

            (b) The Issuer and the Indenture Trustee, [with the prior written
consent of the Securities Insurer (so long as no Securities Insurer Default has
occurred and is continuing)], when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the Notes but with prior consent of
the Rating Agencies, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that such action shall not, as evidenced by (i) an Opinion of Counsel
or (ii) satisfaction of the Rating Agency Condition, adversely affect in any
material respect the interests of any Noteholder [including the interests of the
Securities Insurer] to the extent it is, or will become, upon payment in full of
all amounts due to any Noteholder hereunder or pursuant to a Note, a Noteholder
pursuant to Section 2.06(b) hereof.

            Section 9.02 Supplemental Indentures with Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior consent of the Rating Agencies,[ the Securities Insurer (so long
as no Securities Insurer Default has occurred and is continuing)] and with the
consent of the Holders of not less than a majority of the Outstanding Notes, by
Act of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby[ and the Securities Insurer]:

            (a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the Note Principal Balance thereof, the interest
rate thereon or the Termination Price with respect thereto, change the
provisions of this Indenture relating to the application of collections on, or
the proceeds of the sale of, the Collateral to payment of principal of or
interest on the Notes, or change any place of payment where, or the coin or
currency in which, any Note or the interest thereon is payable, or impair the
right to institute suit for the enforcement of the provisions of this Indenture
requiring the application of funds available therefor, as provided in Article V
hereof, to the payment of any such amount due on the Notes on or after the
respective due dates thereof (or, in the case of redemption, on or after the
Redemption Date);


                                      -52-
<PAGE>

            (b) reduce the percentage of the Outstanding Notes, the consent of
the Holders of which is required for any such supplemental indenture, or the
consent of the Holders of which is required for any waiver of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences provided for in this Indenture;

            (c) modify or alter the provisions of the proviso to the definition
of the term "Outstanding" or "Voting Rights";

            (d) reduce the percentage of the Outstanding Notes required to
direct the Indenture Trustee to direct the Issuer to sell or liquidate the
Collateral pursuant to Section 5.04 hereof;

            (e) modify any provision of this Section except to increase any
percentage specified herein or to provide that certain additional provisions of
this Indenture or the Basic Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;

            (f) modify any of the provisions of this Indenture in such manner as
to affect the calculation of the amount of any payment of interest or principal
due on any Note on any Payment Date (including the calculation of any of the
individual components of such calculation) or to affect the rights of the
Holders of Notes to the benefit of any provisions for the mandatory redemption
of the Notes contained herein; or

            (g) permit the creation of any lien ranking prior to or on a parity
with the lien of this Indenture with respect to any part of the Collateral or,
except as otherwise permitted or contemplated herein, terminate the lien of this
Indenture on any property at any time subject hereto or deprive the Holder of
any Note of the security provided by the lien of this Indenture.

            The Indenture Trustee may in its discretion determine whether or not
any Notes would be affected by any supplemental indenture and any such
determination shall be conclusive upon the Holders of all Notes, whether
theretofore or thereafter authenticated and delivered hereunder. The Indenture
Trustee shall not be liable for any such determination made in good faith.

            In connection with requesting the consent of the Noteholders
pursuant to this Section 9.02, the Indenture Trustee shall mail to the Holders
of the Notes to which such amendment or supplemental indenture relates a notice
setting forth in general terms the substance of such supplemental indenture. It
shall not be necessary for any Act of Noteholders under this Section 9.02 to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

            Section 9.03 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated


                                      -53-
<PAGE>

to, enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise.

            Section 9.04 Effect of Supplemental Indentures. Upon the execution
of any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and shall be deemed to be modified and amended in accordance therewith
with respect to the Notes affected thereby, and the respective rights,
limitations of rights, obligations, duties, liabilities and immunities under
this Indenture of the Indenture Trustee, the Issuer and the Holders of the Notes
shall thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

            Section 9.05 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

            Section 9.06 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

            Section 9.07 Amendments to Owner Trust Agreement. Subject to Section
11.1 of the Owner Trust Agreement, the Indenture Trustee shall, upon Issuer
Order, consent to any proposed amendment to the Owner Trust Agreement or an
amendment to or waiver of any provision of any other document relating to the
Owner Trust Agreement, such consent to be given without the necessity of
obtaining the consent of the Holders of any Notes upon satisfaction of the
requirements under Section 11.1 of the Owner Trust Agreement. Nothing in this
Section shall be construed to require that any Person obtain the consent of the
Indenture Trustee to any amendment or waiver or any provision of any document
where the making of such amendment or the giving of such waiver without
obtaining the consent of the Indenture Trustee is not prohibited by this
Indenture or by the terms of the document that is the subject of the proposed
amendment or waiver.

                                    ARTICLE X

                               REDEMPTION OF NOTES

            Section 10.01 Redemption. The Majority Residual Interestholders (as
defined in the Owner Trust Agreement) may, at its option, effect an early
redemption of the Notes on any Payment Date on or after the Payment Date on
which the Pool Principal Balance declines to ___% or less of the Original Pool
Principal Balance. The [Securities Insurer or the] Master


                                      -54-
<PAGE>

Servicer may, at their respective options, effect an early termination of the
Notes on any Payment Date on which the Pool Principal Balance declines to __% or
less of the Original Pool Principal Balance. The Majority Residual
Interestholders, the Servicer [or the Securities Insurer], as applicable, shall
effect such early termination in the manner specified in and subject to the
provisions of Section 11.02(b) of the Sale and Servicing Agreement.

            The Master Servicer or the Issuer shall furnish the Rating Agencies,
the Servicer [and, if redemption is effected by the Majority Residual
Interestholders, the Securities Insurer] notice of any such redemption in
accordance with Section 10.02 hereof.

            Section 10.02 Form of Redemption Notice. Notice of redemption under
Section 10.01 hereof shall be given by the Indenture Trustee by first-class
mail, postage prepaid, or by facsimile mailed or transmitted not later than 10
days prior to the applicable Redemption Date to [the Securities Insurer and]
each Holder of Notes, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder's address or facsimile number
appearing in the Note Register.

            All notices of redemption shall state:

            (i) the Redemption Date;

            (ii) that on the Redemption Date Noteholders shall receive the Note
      Redemption Amount; and

            (iii) the place where such Notes are to be surrendered for payment
      of the Termination Price (which shall be the office or agency of the
      Issuer to be maintained as provided in Section 3.02 hereof).

            Notice of redemption of the Notes shall be given by the Indenture
Trustee in the name of the Issuer and at the expense of the Master Servicer.
Failure to give to any Holder of any Note notice of redemption, or any defect
therein, shall not impair or affect the validity of the redemption of any other
Note.

            Section 10.03 Notes Payable on Redemption Date; Provision for
Payment of Indenture Trustee [and Securities Insurer]. The Notes to be redeemed
shall, following notice of redemption as required by Section 10.02 hereof (in
the case of redemption pursuant to Section 10.01) hereof, on the Redemption Date
become due and payable at the Note Redemption Amount and (unless the Issuer
shall default in the payment of the Note Redemption Amount) no interest shall
accrue thereon for any period after the date to which accrued interest is
calculated for purposes of calculating the Note Redemption Amount. The Issuer
may not redeem the Notes unless (i) all outstanding obligations under the Notes
have been paid in full and (ii) the Indenture Trustee has been paid all amounts
to which it is entitled hereunder [and the Securities Insurer has been paid all
Securities Insurer Reimbursement Amounts to which it is entitled as of the
applicable Redemption Date].


                                      -55-
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

            Section 11.01 Compliance Certificates and Opinions, Etc.

            (a) Upon any application or request by the Issuer to the Indenture
Trustee to take any action under any provision of this Indenture (except with
respect to the Master Servicer's servicing activity in the ordinary course of
its business), the Issuer shall furnish to the Indenture Trustee [and the
Securities Insurer] (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

            Every certificate or opinion with respect to compliance with a
condition or covenant provided for in this Indenture shall include:

            (1) a statement that each signatory of such certificate or opinion
      has read or has caused to be read such covenant or condition and the
      definitions herein relating thereto;

            (2) a brief statement as to the nature and scope of the examination
      or investigation upon which the statements or opinions contained in such
      certificate or opinion are based;

            (3) a statement that, in the opinion of each such signatory, such
      signatory has made such examination or investigation as is necessary to
      enable such signatory to express an informed opinion as to whether or not
      such covenant or condition has been complied with; and

            (4) a statement as to whether, in the opinion of each such
      signatory, such condition or covenant has been complied with.

            (b) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.01(a) hereof
or elsewhere in this Indenture, furnish to the Indenture Trustee [and the
Securities Insurer] an Officer's Certificate certifying or stating the opinion
of each person signing such certificate as to the fair value (within 90 days of
such deposit) to the Issuer of the Collateral or other property or securities to
be so deposited.

            (c) Whenever the Issuer is required to furnish to the Indenture
Trustee [and the Securities Insurer] an Officer's Certificate certifying or
stating the opinion of any signer thereof as to the matters described in
Subsection (b) above, the Issuer shall also deliver to the


                                      -56-
<PAGE>

Indenture Trustee an Independent Certificate as to the same matters, if the fair
value to the Issuer of the securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set forth in the
certificates delivered pursuant to Subsection (b) above and this Subsection (c),
is __% or more of the Outstanding Amount of the Notes, but such a certificate
need not be furnished with respect to any securities so deposited, if the fair
value thereof to the Issuer as set forth in the related Officer's Certificate is
less than $25,000 or less than one percent of the Outstanding Amount of the
Notes.

            (d) Whenever any property or securities are to be released from the
lien of this Indenture, the Issuer shall also furnish to the Indenture Trustee
[and the Securities Insurer] an Officer's Certificate certifying or stating the
opinion of each person signing such certificate as to the fair value (within 90
days of such release) of the property or securities proposed to be released and
stating that in the opinion of such person the proposed release will not impair
the security under this Indenture in contravention of the provisions hereof.

            (e) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any signer
thereof as to the matters described in Subsection (d) above, the Issuer shall
also furnish to the Indenture Trustee [and the Securities Insurer] an
Independent Certificate as to the same matters if the fair value of the property
or securities and of all other property, other than securities released from the
lien of this Indenture since the commencement of the then-current calendar year,
as set forth in the certificates required by Subsection (d) above and this
Subsection (e), equals __% or more of the Outstanding Amount of the Notes, but
such certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the then
Outstanding Amount of the Notes.

            Section 11.02 Form of Documents Delivered to Indenture Trustee. In
any case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

            Any certificate or opinion of an Authorized Officer of the Issuer
may be based, insofar as it relates to legal matters, upon a certificate or
opinion of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Servicer, the Master Servicer, the Transferor, the
Issuer or the Administrator, stating that the information with respect to such
factual matters is in the possession of the Servicer, the Master Servicer, the
Transferor, the Issuer or the Administrator, unless such counsel knows, or in
the exercise of reasonable care should


                                      -57-
<PAGE>

know, that the certificate or opinion or representations with respect to such
matters are erroneous.

            Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may, but need not, be consolidated and
form one instrument.

            Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, at the time of the granting of such application or
at the effective date of such certificate or report (as the case may be), of the
facts and opinions stated in such document shall in such case be conditions
precedent to the right of the Issuer to have such application granted or to the
sufficiency of such certificate or report. The foregoing shall not, however, be
construed to affect the Indenture Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI hereof.

            Section 11.03 Acts of Noteholders.

            (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01 hereof)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.03.

            (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any manner that the Indenture Trustee
deems sufficient.

            (c) The ownership of Notes shall be proved by the Note Register.

            (d) Any request, demand, authorization, direction, notice, consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued upon the registration thereof or in exchange therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done by the
Indenture Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

            Section 11.04 Notices, Etc., to Indenture Trustee, Issuer, Rating
Agencies [and Securities Insurer]. Any request, demand, authorization,
direction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing


                                      -58-
<PAGE>

and if such request, demand, authorization, direction, notice, consent, waiver
or act of Noteholders is to be made upon, given or furnished to or filed with:

            (i) the Indenture Trustee by any Noteholder[, the Securities
      Insurer] or by the Issuer shall be sufficient for every purpose hereunder
      if made, given, furnished or filed in writing to or with the Indenture
      Trustee at its Corporate Trust Office, or

            (ii) the Issuer by the Indenture Trustee[, the Securities Insurer]
      or by any Noteholder shall be sufficient for every purpose hereunder if in
      writing and made, given, furnished or filed with the Issuer addressed to:


            _________ Home Loan Owner Trust 200_-_,
                  in care of

                  ______________________
                  ______________________
                  ______________________

      or at any other address previously furnished in writing to the Indenture
      Trustee by the Issuer or the Administrator. The Issuer shall promptly
      transmit any notice received by it from the Noteholders to the Indenture
      Trustee.

            Notices required to be given to the Rating Agencies by the Issuer,
      the Indenture Trustee[, the Securities Insurer] or the Owner Trustee shall
      be in writing, personally delivered or mailed by certified mail, return
      receipt requested, to


            in the case of _________, at the following address:

                  ______________________
                  ______________________
                  ______________________

                  and


            in the case of _________:

                  ______________________
                  ______________________
                  ______________________


                                      -59-
<PAGE>

            [Notices required to be given to the Securities Insurer by the
      Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
      personally delivered or mailed by certified mail, return receipt
      requested, to the following address:


                  ______________________
                  ______________________
                  ______________________
                  Re: ________ Home Loan Owner Trust 200_-_,
                  Telephone No.: ______________,


      or at such other  address as shall be  designated  by written  notice to
      the other parties.]


            Notices required to be given to the Master Servicer by the Issuer,
      the Indenture Trustee[, the Securities Insurer] or the Owner Trustee shall
      be in writing, personally delivered or mailed by certified mail, return
      receipt requested to the following address:


                  ______________________
                  ______________________
                  ______________________


      or to such other  address as shall be  designated  by written  notice to
      the other parties.


            Notices required to be given to the Depositor by the Issuer, the
      Indenture Trustee[, the Securities Insurer] or the Owner Trustee shall be
      in writing, personally delivered or mailed by certified mail, return
      receipt requested to the following address:


                  HSI Asset Securitization Corporation
                  452 Fifth Avenue
                  New York, New York 10018
                  Attention:  ________________


      or to such other  address as shall be  designated  by written  notice to
      the other parties.

            Section 11.05 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have duly been given.

            Where this Indenture provides for notice in any manner, such notice
may be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.


                                      -60-
<PAGE>

            In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

            Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder, and shall not under any circumstance constitute a Default or
Event of Default.

            Section 11.06 Conflict With Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

            The provisions of TIA Sections 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

            Section 11.07 Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

            Section 11.08 Successors and Assigns. All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

            Section 11.09 Separability. In case any provision in this Indenture
or in the Notes shall be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be
affected or impaired thereby.

            Section 11.10 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person (other than the parties
hereto and their successors hereunder, the Noteholders, any other party secured
hereunder, any other Person with an ownership interest in any part of the
Collateral) any benefit or any legal or equitable right, remedy or claim under
this Indenture[, except that the Securities Insurer is an express third party
beneficiary to this Indenture as provided in Section 11.19].

            Section 11.11 Legal Holidays. In any case where the date on which
any payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.


                                      -61-
<PAGE>

            Section 11.12 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

            Section 11.13 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

            Section 11.14 Recording Of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at the expense of the Master Servicer accompanied
by an Opinion of Counsel (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee [and the Securities
Insurer]) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Indenture Trustee under this
Indenture.

            Section 11.15 Owner Trust Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or, except as expressly provided
for in Article VI hereof, under this Indenture or any certificate or other
writing delivered in connection herewith or therewith, against (i) the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Indenture Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in
the Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual capacity,
except as any such Person may expressly have agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Owner Trust Agreement.

            Section 11.16 No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Transferor, the
Servicer, the Master Servicer or the Issuer, or join in any institution against
the Transferor, the Servicer, the Master Servicer or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law, in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents.

            Section 11.17 Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Indenture Trustee [or the
Securities Insurer], during the Issuer's normal business hours, to examine all
the books of account, records, reports and other


                                      -62-
<PAGE>

papers of the Issuer, to make copies and extracts therefrom, to cause such books
to be audited by Independent certified public accountants, and to discuss the
Issuer's affairs, finances and accounts with the Issuer's officers, employees,
and Independent certified public accountants, all at such reasonable times and
as often as may reasonably be requested. The Indenture Trustee shall and shall
cause its representatives to hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

            Section 11.18 [Grant Of Noteholder Rights To Securities Insurer. In
consideration for the guarantee of the Notes by the Securities Insurer pursuant
to the Guaranty Policy, the Noteholders hereby grant to the Securities Insurer
the right to act as the holder of 100% of the outstanding Notes for the purpose
of exercising the rights of the Holders of the Notes hereunder, including the
voting rights of such Holders, but excluding those rights requiring the consent
of all such Holders under Section 9.02 and any rights of such Holders to
payments under Section 8.02 hereof; provided that the preceding grant of rights
to the Securities Insurer by the Noteholders shall be subject to Section 11.20
hereof. The rights of the Securities Insurer to direct certain actions and
consent to certain actions of the Noteholders hereunder will terminate at such
time as the Note Principal Balance of the Notes has been reduced to zero and the
Securities Insurer has been reimbursed for all Insured Payments and any other
amounts owed under the Guaranty Policy and the Insurance Agreement, the
Securities Insurer has no further obligation under the Guaranty Policy and the
Guaranty Policy has been surrendered to the Securities Insurer.

            Section 11.19 Third Party Beneficiary. The parties hereto
acknowledge that the Securities Insurer is an express third party beneficiary
hereof entitled to enforce any rights reserved to it hereunder as if it were
actually a party hereto.

            Section 11.20 Suspension And Termination Of Securities Insurer's
Rights.

            (a) During the continuation of a Securities Insurer Default, rights
granted or reserved to the Securities Insurer hereunder shall vest instead in
the Noteholders; provided that the Securities Insurer shall be entitled to any
payments in reimbursement of the Securities Insurer Reimbursement Amount, and
the Securities Insurer shall retain those rights under Sections 9.01 and 9.02
hereof to consent to any supplement to this Indenture.

            (b) At such time as the Note Principal Balance of the Notes has been
reduced to zero and the Securities Insurer has been reimbursed for all Insured
Payments and any other amounts owed under the Guaranty Policy and the Insurance
Agreement (and the Securities Insurer no longer has any obligation under the
Guaranty Policy, except for breach thereof by the Securities Insurer), then the
rights and benefits granted or reserved to the Securities Insurer hereunder
(including the rights to direct certain actions and receive certain notices)
shall terminate and the Noteholders shall be entitled to the exercise of such
rights and to receive such benefits of the Securities Insurer following such
termination to the extent that such rights and benefits are applicable to the
Noteholders.]

                            [SIGNATURE PAGE FOLLOWS]


                                      -63-
<PAGE>

            IN WITNESS WHEREOF, the Issuer and the Indenture Trustee have caused
this Indenture to be duly executed by their respective officers, thereunto duly
authorized and duly attested, all as of the day and year first above written.



                                       ______________ HOME LOAN
                                          OWNER TRUST 200_-_



                                       By:____________________________________

                                          not in its individual capacity but
                                          solely as Owner Trustee



                                       By:____________________________________
                                          Name:
                                          Title:

                                          not in its individual capacity, but
                                          solely as Indenture Trustee



                                       By:____________________________________
                                          Name:
                                          Title:


                                      -64-
<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )


            BEFORE ME, the undersigned authority, a Notary Public in and for
said county and state, on this day personally appeared
___________________________, known to me to be the person and officer whose name
is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the said ______________________________, not in its individual
capacity, but solely as Owner Trustee on behalf of __________ HOME LOAN OWNER
TRUST 200_-_, a Delaware business trust, and that such person executed the same
as the act of said business trust for the purpose and consideration therein
expressed, and in the capacities therein stated.


            GIVEN UNDER MY HAND AND SEAL OF OFFICE,  this ____ day of _______,
200_.



                                        ----------------------------------------
                                                    Notary Public


                [SEAL]


My commission expires:

-------------------------------


                                      -65-
<PAGE>

STATE OF                )
                        )  ss.:
COUNTY OF               )


            BEFORE ME, the undersigned authority, a Notary Public in and for
said county and state, on this day personally appeared
___________________________, known to me to be the person and officer whose name
is subscribed to the foregoing instrument and acknowledged to me that the same
was the act of the said ______________________________, not in its individual
capacity, but solely as Owner Trustee on behalf of __________ HOME LOAN OWNER
TRUST 200_-_, a Delaware business trust, and that such person executed the same
as the act of said business trust for the purpose and consideration therein
expressed, and in the capacities therein stated.


            GIVEN UNDER MY HAND AND SEAL OF OFFICE,  this ____ day of _______,
200_.




                                        ----------------------------------------
                                                    Notary Public


                [SEAL]


My commission expires:

-----------------------------------


                                      -66-
<PAGE>

                                    EXHIBIT A

                                  FORM OF NOTE

                                      NOTE


            Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

            EACH TRANSFEREE OF THIS NOTE OR A BENEFICIAL INTEREST HEREIN THAT IS
A PLAN, OR IS A PERSON ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN,
SHALL BE DEEMED TO REPRESENT THAT THE RELEVANT CONDITIONS FOR EXEMPTIVE RELIEF
UNDER AT LEAST ONE OF THE FOLLOWING PROHIBITED TRANSACTION CLASS EXEMPTIONS HAVE
BEEN SATISFIED: PROHIBITED TRANSACTION CLASS EXEMPTION ("PTCE") 96-23 (RELATING
TO TRANSACTIONS EFFECTED BY AN "IN-HOUSE ASSET MANAGER"), PTCE 95-60 (RELATING
TO TRANSACTIONS INVOLVING INSURANCE COMPANY GENERAL ACCOUNTS), PTCE 91-38
(RELATING TO TRANSACTIONS INVOLVING BANK COLLECTIVE INVESTMENT FUNDS), PTCE 90-1
(RELATING TO TRANSACTIONS INVOLVING INSURANCE COMPANY POOLED SEPARATE ACCOUNTS)
AND PTCE 84-14 (RELATING TO TRANSACTIONS EFFECTED BY A "QUALIFIED PROFESSIONAL
ASSET MANAGER").

            THE PRINCIPAL OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.
ACCORDINGLY, THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE
LESS THAN THE AMOUNT SHOWN ON THE FACE HEREOF.


                                      A-1
<PAGE>

No.  __                                                       $[---------------]
                                                   CUSIP NO.  __________________

                  _______________ HOME LOAN OWNER TRUST 200_-_
                           HOME LOAN ASSET BACKED NOTE


            ___________________ HOME LOAN OWNER TRUST 200_-_, a business trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, the principal sum of [_____________________] ($[__________])
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is the initial principal
amount of this Note and the denominator of which is the aggregate principal
amount of all Notes by (ii) the aggregate amount, if any payable from the Note
Payment Account in respect of principal on the Notes pursuant to Section 5.01(d)
and (e) of the Sale and Servicing Agreement; provided, however, that the entire
unpaid principal amount of this Note shall be due and payable on the earlier of
(i) the applicable Maturity Date, (ii) the date of termination, if any, pursuant
to Section 11.01 of the Sale and Servicing Agreement, (iii) the date on which
either the Majority Residual Interestholders[, the Securities Insurer] or the
Servicer, as applicable, exercises its option to terminate the Issuer pursuant
to Section 11.02 of the Sale and Servicing Agreement or (iv) the date on which
an Event of Default shall have occurred and be continuing if [the Securities
Insurer declares the Notes due and payable, or, if a Securities Insurer Default
has occurred and is continuing, then if] the Indenture Trustee declares or is
directed by the Majority Noteholders to declare the Notes to be immediately due
and payable, in each case in the manner provided in Section 5.02 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture (the "Indenture") dated as of _________, 200_ between the
Issuer and _________________________, a __________________, which also contains
rules as to construction that shall be applicable herein.

            The Issuer will pay interest on this Note at a per annum rate equal
to the lesser of (i) One-Month LIBOR plus ____%, provided any Payment Date after
the Call Option Date, this rate shall be One-month LIBOR plus ____% and (ii) the
Net Interest Rate.

            Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

            The principal of and interest on this Note are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

            Reference is made to the further provisions of this Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Note.

            Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any


                                      A-2
<PAGE>

benefit under the Indenture referred to on the reverse hereof, or be valid or
obligatory for any purpose.

                            [Signature Page Follows]


                                      A-3
<PAGE>

            IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer, as of the date set
forth below.

Date: __________, 200_



                                       _______________ HOME LOAN OWNER TRUST
                                          200_-_




                                       By:____________________________________
                                          not in its individual capacity but
                                          solely as Owner Trustee under the
                                          Owner Trust Agreement




                                       By:____________________________________
                                          Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

            This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

Date: _______________, 200_



                                       ---------------------------------,
                                       not in its individual capacity but
                                       solely as Indenture Trustee




                                       By:____________________________________
                                          Authorized Signatory


                                      A-4
<PAGE>

                                [REVERSE OF NOTE]

            This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Home Loan Asset Backed Notes (herein called the "Notes"), as
issued under the Indenture, to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture.

            The Notes will be secured by the collateral pledged as security
therefor as provided in the Indenture.

            Principal of the Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the _____ day of each
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing in ______ 200_.

            As described on the face hereof, the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the applicable Maturity
Date, the optional termination of the Issuer pursuant to Section 11.02 of the
Sale and Servicing Agreement and the termination of the Sale and Servicing
Agreement pursuant to Section 11.01(a) thereof. Notwithstanding the foregoing,
the entire unpaid principal amount of the Notes shall be due and payable on the
date on which an Event of Default shall have occurred and be continuing and [if
the Securities Insurer declares the Notes due and payable, or if a Securities
Insurer Default has occurred and is continuing,] if the Indenture Trustee
declares, or is directed by the Majority Noteholders to declare, the Notes to be
immediately due and payable in the manner provided in Section 5.02 of the
Indenture. All principal payments on the Notes shall be made pro rata to the
holders of the Notes entitled thereto.

            Payments of interest on this Note due and payable on each Payment
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Registered Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be binding upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not noted hereon. If funds are expected to be available,
as provided in the Indenture, for payment in full of the then remaining unpaid
principal amount of this Note on a Payment Date, then the Indenture Trustee, in
the name of and on behalf of the Issuer, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior to such Payment Date, and the
amount then due and payable


                                      A-5
<PAGE>

shall be payable only upon presentation and surrender of this Note at the
Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in
___________________________.

            [________________________, as the Securities Insurer, has issued a
Guaranty Policy for the benefit of the Noteholders, which policy guarantees
payments on each Payment Date to the Indenture Trustee for the benefit of the
Noteholders of the related Noteholders' Interest Payment Amount and the
Noteholders' Principal Deficiency Amount then payable on the Notes. Unless a
Securities Insurer Default shall be continuing, the Securities Insurer shall be
deemed to be the Holder of 100% of the outstanding Notes for the purpose of
exercising certain rights, including voting rights, of the Noteholders under the
Indenture and the Sale and Servicing Agreement. In addition, on each Payment
Date, after the Noteholders have been paid all amounts to which they are
entitled, the Securities Insurer will be entitled to be reimbursed for any
unreimbursed Insured Payments and any other amounts owed under the Guaranty
Policy.]

            As provided in the Indenture and the Sale and Servicing Agreement,
the Notes may be redeemed in whole, but not in part, (a) at the option of the
holders of greater than 50% of the Residual Interest Certificates on any Payment
Date on and after the date on which the Pool Principal Balance is less than ___%
of the Original Pool Principal Balance or (b) at the option of [the Securities
Insurer or] the Servicer on any Payment Date on and after the date on which the
Pool Principal Balance is less than __% of the Original Pool Principal Balance.

            As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Note Registrar, which
requirements include membership or participation in the Securities Transfer
Agent's Medallion Program ("STAMP") or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended, and thereupon one or more new Notes of authorized denominations and in
the same aggregate principal amount will be issued to the designated transferee
or transferees. No service charge will be charged to a Holder [or the Securities
Insurer] for any registration of transfer or exchange of this Note, but the
Issuer may require a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any such registration of transfer
or exchange.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in
its individual capacity, (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner, beneficiary, agent, officer, director or employee
of the Indenture Trustee or the Owner Trustee in its individual capacity, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in


                                      A-6
<PAGE>

its individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

            Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees by
accepting the benefits of the Indenture that such Noteholder or Note Owner will
not at any time institute against the Transferor, the Servicer, the Master
Servicer or the Issuer, or join in any institution against the Transferor, the
Servicer, the Master Servicer or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings under any United States
federal or state bankruptcy or similar law in connection with any obligations
relating to the Notes, the Indenture or the Basic Documents.

            The Issuer has entered into the Indenture and this Note is issued
with the intention that, for federal, state and local income, single business
and franchise tax purposes, the Notes will qualify as indebtedness of the Issuer
secured by the Trust Estate. Each Noteholder, by acceptance of a Note (and each
Note Owner by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.

            Prior to the due presentment for registration of transfer of this
Note, the Issuer[, the Securities Insurer], the Indenture Trustee and any agent
of the Issuer[, the Securities Insurer] or the Indenture Trustee may treat the
Person in whose name this Note (as of the day of determination or as of such
other date as may be specified in the Indenture) is registered as the owner
hereof for all purposes, whether or not this Note be overdue, and none of the
Issuer[, the Securities Insurer], the Indenture Trustee or any such agent shall
be affected by notice to the contrary.

            The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Rating Agencies[, the Securities
Insurer (provided that no Securities Insurer Default has occurred and is
continuing)] and the Holders of Notes representing not less than a majority of
the Outstanding Notes. The Indenture also contains provisions permitting the
[Securities Insurer, or if a Securities Insurer Default has occurred and is
continuing,] the Holders of Notes representing not less than a majority of the
Outstanding Amount of the Notes, on behalf of the Holders of all the Notes, to
waive compliance by the Issuer with certain provisions of the Indenture and
certain past defaults under the Indenture and their consequences. Any such
consent or waiver by the Holder of this Note (or any one or more Predecessor
Notes) shall be conclusive and binding upon such Holder and upon all future
Holders of this Note and of any Note issued upon the registration of transfer
hereof or in exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Note. The Indenture also permits the
Indenture Trustee [or the Securities Insurer] to amend or waive certain terms
and conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.


                                      A-7
<PAGE>

            The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

            The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

            This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

            No reference herein to the Indenture and no provision of this Note
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

            Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, none of the Issuer in its individual capacity,
the Owner Trustee in its individual capacity, any owner of a beneficial interest
in the Issuer, or any of their respective partners, beneficiaries, agents,
officers, directors, employees or successors or assigns shall be personally
liable for, nor shall recourse be had to any of them for, the payment of
principal of or interest on this Note or performance of, or omission to perform,
any of the covenants, obligations or indemnifications contained in the
Indenture. The Holder of this Note by its acceptance hereof agrees that, except
as expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, however, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note.


                                      A-8
<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D.  or other identifying number of assignee:

            FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto:


                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints, attorney, to transfer said Note on the books kept for registration
thereof, with full power of substitution in the premises.


            Dated:


____________________________________________________________________________*/



                                       Signature Guaranteed:


____________________________________________________________________________*/

-----------------

*/NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in STAMP or such other "signature guarantee program" as may be
determined by the Note Registrar in addition to, or in substitution for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


                                      A-9