EXHIBIT 4.3









                                   INDENTURE


                                     among


                [                                ] 200__-[   ]
                                    Issuer



                            ______________________,
                              Trust Administrator



                                      and



                     ____________________________________
                               Indenture Trustee



                          Dated as of ________, 200_


<PAGE>


                               TABLE OF CONTENTS

                                                                          Page
                                                                          ----


                                  ARTICLE ONE
                  DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.  Definitions...................................................1
Section 1.02.  Incorporation by Reference of Trust Indenture Act.............8
Section 1.03.  Rules of Construction.........................................9

                                  ARTICLE TWO
                                   THE NOTES

Section 2.01.  Form..........................................................9
Section 2.02.  Execution, Authentication and Delivery.......................10
Section 2.03.  Limitation on Transfer of Notes..............................11
Section 2.04.  Registration; Registration of Transfer and Exchange..........12
Section 2.05.  Mutilated, Destroyed, Lost or Stolen Notes...................13
Section 2.06.  Persons Deemed Owners........................................14
Section 2.07.  Payment of Principal and Interest............................14
Section 2.08.  Cancellation.................................................15
Section 2.09.  Release of Collateral........................................16
Section 2.10.  Book-Entry Notes.............................................16
Section 2.11.  Notices to Clearing Agency...................................17
Section 2.12.  Definitive Notes.............................................17
Section 2.13.  Tax Treatment................................................17

                                 ARTICLE THREE
                                   COVENANTS

Section 3.01.  Payment of Principal and Interest............................18
Section 3.02.  Maintenance of Office or Agency..............................18
Section 3.03.  Money for Payments to be Held in Trust.......................18
Section 3.04.  Existence....................................................20
Section 3.05.  Protection of Collateral.....................................20
Section 3.06.  Opinions as to Collateral....................................21
Section 3.07.  Performance of Obligations...................................21
Section 3.08.  Negative Covenants...........................................22
Section 3.09.  Annual Statement as to Compliance............................23
Section 3.10.  Treatment of Notes as Debt for Tax Purposes..................23
Section 3.11.  [Reserved]...................................................23
Section 3.12.  No Other Business............................................23
Section 3.13.  No Borrowing.................................................23
Section 3.14.  [Reserved]...................................................23
Section 3.15.  Guarantees, Loans, Advances and Other Liabilities............23
Section 3.16.  Capital Expenditures.........................................24


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Section 3.17.  Removal of Trust Administrator...............................24
Section 3.18.  Restricted Payments..........................................24
Section 3.19.  Notice of Events of Default..................................24
Section 3.20.  Further Instruments and Acts.................................24
Section 3.21.  Covenants of the Issuer......................................24
Section 3.22.  Representations and Warranties of the Issuer.................25

                                 ARTICLE FOUR
                          SATISFACTION AND DISCHARGE

Section 4.01.  Satisfaction and Discharge of Indenture......................25
Section 4.02.  Application of Trust Money...................................27
Section 4.03.  Repayment of Moneys Held by Paying Agent.....................27
Section 4.04.  Trust Money Received by Indenture Trustee....................27

                                 ARTICLE FIVE
                                   REMEDIES

Section 5.01.  Events of Default............................................27
Section 5.02.  Acceleration of Maturity; Rescission and Annulment...........28
Section 5.03.  Collection of Indebtedness and Suits for Enforcement
               by Indenture Trustee.........................................29
Section 5.04.  Remedies; Priorities.........................................31
Section 5.05.  Optional Preservation of the Collateral......................32
Section 5.06.  Limitation of Suits..........................................33
Section 5.07.  Unconditional Rights of Noteholders To Receive
               Principal and Interest.......................................33
Section 5.08.  Restoration of Rights and Remedies...........................34
Section 5.09.  Rights and Remedies Cumulative...............................34
Section 5.10.  Delay or Omission Not a Waiver...............................34
Section 5.11.  Control by Noteholders.......................................34
Section 5.12.  Waiver of Past Defaults......................................35
Section 5.13.  Undertaking for Costs........................................35
Section 5.14.  Waiver of Stay or Extension Laws.............................35
Section 5.15.  Action on Notes..............................................36
Section 5.16.  Performance and Enforcement of Certain Obligations...........36

                                  ARTICLE SIX
                             THE INDENTURE TRUSTEE

Section 6.01.  Duties of Indenture Trustee..................................36
Section 6.02.  Rights of Indenture Trustee..................................38
Section 6.03.  Individual Rights of Indenture Trustee.......................39
Section 6.04.  Indenture Trustee's Disclaimer...............................39
Section 6.05.  Notice of Defaults...........................................39
Section 6.06.  Reports by Trust Administrator to Holders....................39
Section 6.07.  Compensation and Indemnity...................................39
Section 6.08.  Replacement of Indenture Trustee.............................40


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<PAGE>


Section 6.09.  Successor Indenture Trustee or Trust Administrator by
               Merger.......................................................42
Section 6.10.  Appointment of Co-Indenture Trustee or Separate
               Indenture Trustee............................................42
Section 6.11.  Eligibility; Disqualification................................43
Section 6.12.  Representations and Warranties...............................43
Section 6.13.  Preferential Collection of Claims Against Issuer.............44

                                 ARTICLE SEVEN
                        NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.  Note Registrar To Furnish to the Indenture Trustee
               the Names and Addresses of Noteholders.......................44
Section 7.02.  Preservation of Information; Communications to
               Noteholders..................................................44
Section 7.03.  Reports by Issuer............................................45
Section 7.04.  Reports by Indenture Trustee.................................45

                                 ARTICLE EIGHT
                     ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.  Collection of Money..........................................46
Section 8.02.  Collection Account...........................................46
Section 8.03.  Release of Collateral........................................46

                                 ARTICLE NINE
                            SUPPLEMENTAL INDENTURES

Section 9.01.  Supplemental Indentures Without Consent of Noteholders.......47
Section 9.02.  Supplemental Indentures with Consent of Noteholders..........48
Section 9.03.  Execution of Supplemental Indentures.........................49
Section 9.04.  Effect of Supplemental Indenture.............................49
Section 9.05.  Conformity with Trust Indenture Act..........................49
Section 9.06.  Reference in Notes to Supplemental Indentures................49
Section 9.07.  Opinion of Counsel...........................................50

                                  ARTICLE TEN
                              REDEMPTION OF NOTES

Section 10.01. Redemption...................................................50
Section 10.02. Form of Redemption Notice....................................50
Section 10.03. Notes Payable on Applicable Redemption Date..................51

                                ARTICLE ELEVEN
                                 MISCELLANEOUS

Section 11.01. Compliance Certificates and Opinions, etc....................51
Section 11.02. Form of Documents Delivered to Indenture Trustee.............51
Section 11.03. Acts of Noteholders..........................................52
Section 11.04. Notices, etc., to Indenture Trustee, Trust
               Administrator, Issuer and Rating Agencies....................53


                                      iii
<PAGE>


Section 11.05. Notices to Noteholders; Waiver...............................53
Section 11.06. Conflict with Trust Indenture Act............................54
Section 11.07. Effect of Headings and Table of Contents.....................54
Section 11.08. Successors and Assigns.......................................54
Section 11.09. Severability.................................................54
Section 11.10. Benefits of Indenture and Consents of Noteholders............54
Section 11.11. Legal Holidays...............................................54
Section 11.12. Governing Law................................................55
Section 11.13. Counterparts.................................................55
Section 11.14. Recording of Indenture.......................................55
Section 11.15. Trust Obligations............................................55
Section 11.16. No Petition..................................................56
Section 11.17. Inspection...................................................56


                                   EXHIBITS

EXHIBIT A      Forms of Notes
EXHIBIT B      Form of ERISA Transfer Affidavit












                                      iv
<PAGE>


      This INDENTURE, dated as of ________, 200_, is among
[                                ] 200__-[   ], a Delaware statutory trust
(the "Issuer"), ______________________, as Trust Administrator (the "Trust
Administrator") and ____________________________________, as indenture trustee
and not in its individual capacity (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other party, for the
equal and ratable benefit of the Holders of the Issuer's variable rate Notes
in the Classes specified herein (the "Notes"):

                                GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest, whether now owned or hereafter acquired,
in and to: (i) the Trust Estate; (ii) the Issuer's rights and benefits but
none of its obligations under the Sale and Servicing Agreement (including the
Issuer's right to cause the Seller to repurchase Mortgage Loans from the
Issuer under the circumstances described therein); (iii) the Trust Account and
the Interest Rate Cap Account and all amounts and property in the Trust
Account and the Interest Rate Cap Account from time to time, and the Security
Entitlements to all Financial Assets credited to such accounts from time to
time; (iv) all other property of the Trust from time to time; and (v) 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, 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 (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 (i) the payment of all amounts due on the Notes in accordance with
their terms, (ii) the payment of all other sums payable under the Indenture
with respect to the Notes, and (iii) 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, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required of it in this Indenture in accordance with its terms.

                                  ARTICLE ONE

                  DEFINITIONS AND INCORPORATION BY REFERENCE

      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.


<PAGE>


      Act:  The meaning specified in Section 11.03(a).

      Authorized Officer: 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 Sale and Servicing Agreement is in effect, any Vice President,
Assistant Vice President, Trust Officer or more senior officer of the Trust
Administrator who is authorized to act for the Trust Administrator in matters
relating to the Issuer and to be acted upon by the Trust Administrator
pursuant to the Sale and Servicing Agreement and who is identified on the list
of Authorized Officers delivered by the Trust Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).

      Book-Entry Notes: Beneficial interests in Notes designated as
"Book-Entry Notes" in this Indenture, ownership and transfers of which shall
be evidenced or made through book entries by a Clearing Agency as described in
Section 2.11; provided, that after the occurrence of a condition whereupon
Definitive Notes are to be issued to Note Owners, such Book-Entry Notes shall
no longer be "Book-Entry Notes."

      Certificate of Trust: The certificate of trust of the Issuer
substantially in the form of Exhibit C to the Trust Agreement.

      Clearing Agency: An organization registered as a "clearing agency"
pursuant to Section 17A of the Exchange Act, as amended. As of the Closing
Date, the Clearing Agency shall be The Depository Trust Company.

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

      Clearstream:  Clearstream Banking, societe anonyme, and any successor
thereto.

      Collateral:  The meaning specified in the Granting Clause of this
Indenture.

      Commission:  The Securities and Exchange Commission.

      Corporate Trust Office:  With respect to the Indenture Trustee, the
designated office of the Indenture Trustee in the State of _________ at which
at any particular time its corporate trust business with respect to this
Agreement is administered, which office at the date of the execution of this
Agreement is located at ______________________________, Attn:
________________, and which is the address to which notices to and
correspondence with the Indenture Trustee should be directed, or at such
other address as the Indenture Trustee may designate from time to time by
notice to the Holders, the Issuer and the Trust Administrator or the
principal corporate trust office of any successor Indenture Trustee.  With
respect to the Note Registrar and presentment of Notes for registration of
transfer, exchange or final payment,
__________________________________________, Attention: __________________,
and for all other purposes, ________________________________, Attention:
_________________.


                                       2
<PAGE>


      Current Interest:  As defined in the Sale and Servicing Agreement.

      Default:  Any occurrence that is, or with notice or the lapse of time
or both would become, an Event of Default.

      Definitive Notes:  The meaning specified in Section 2.10.

      Depository Institution: Any depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of
the United States of 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 in the highest rating category by each Rating
Agency, or is otherwise acceptable to each Rating Agency.

      Disregarded Entity: An entity that is both (a) solely owned by a REIT or
Qualified REIT Subsidiary and (b) disregarded as an entity separate from its
owner within the meaning of Section 301.7701-2(c)(2) of the Treasury
Regulations.

      Eligible Corporation: A domestic corporation described in section
860L(a)(2) of the Code that (i) is not the obligor on any debt instrument held
as part of the Trust, and (ii) is not related, within the meaning of section
860L(g), to any person who is an obligor on any debt instrument held as part
of the Trust.

      Euroclear:  Euroclear SA/NV, as operator of the Euroclear System.

      Event of Default:  The meaning specified in Section 5.01.

      Exchange Act:  The Securities Exchange Act of 1934, as amended.

      Executive Officer: With respect to any corporation or limited liability
company, the Chief Executive Officer, Chief Operating Officer, Chief Financial
Officer, President, Manager, Executive Vice President, any Vice President, the
Secretary or the Treasurer of such entity; and with respect to any
partnership, any general partner thereof.

      Global Securities:  The meaning specified in Section 2.01(a).

      Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and a 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.


                                       3
<PAGE>


      Holder or Noteholder: A Person in whose name a Note is registered on
the Note Register.

      Independent: When used with respect to any specified Person, that such
Person (a) is in fact independent of the Issuer, any other obligor on the
Notes, the Seller 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 Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any
such other obligor, the Seller or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or person performing similar functions.

      Independent Certificate: 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, made by an
Independent appraiser or other expert appointed by an Issuer Order, 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.

      Issuer: ___________ Mortgage Investment Trust 200_-__, a Delaware
statutory trust, or any successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Notes.

      Issuer Order or Issuer Request: 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.

      Non Priority Class Note: As of any date of determination, any
Outstanding Note other than the related Notes that comprise the Priority Class
Notes.

      Note: Any of the [Class AF-1A], [Class AF-1B], [Class AF-2], [Class
AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class MF-1],
[Class MF-2], [Class MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class
MF-7], [Class MF-8], [Class BF], [Class 2-AV-1], [Class 2-AV-2], [Class
3-AV-1], [Class 3-AV-2], [Class 3-AV-3], [Class 3-AV-4], [Class MV-1], [Class
MV-2], [Class MV-3], [Class MV-4], [Class MV-5], [Class MV-6], [Class MV-7],
[Class MV-8], [Class BV], [Class PF], [Class PV], [Class CF] or [Class CV]
Notes issued pursuant to this Indenture, substantially in the forms attached
hereto as Exhibit A.

      Note Owner or Owner: 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), and with respect to a Definitive Note, the Person that is
the registered owner of such Note as reflected in the Note Register.

      Note Register:  The meaning specified in Section 2.04.

      Note Registrar:  The meaning specified in Section 2.04.  The initial
Note Registrar shall be the Trust Administrator.

      Officer's Certificate:  A certificate signed by any Authorized Officer
of the Issuer, under the circumstances described in, and otherwise complying
with, the applicable requirements of


                                       4
<PAGE>


Section 11.01, and delivered to the Indenture Trustee. Unless otherwise
specified, any reference in this Indenture to an Officer's Certificate shall
be to an Officer's Certificate of any Authorized Officer of the Issuer.

      Outstanding: As of the date of determination, all Notes 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 the payment for which money in the necessary amount has
      been theretofore deposited with the Trust Administrator 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 has been
      made, satisfactory to the Trust Administrator); and

            (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 Trust Administrator is presented that any such Notes
      are held by a protected purchaser;

provided, that in determining whether the Holders of the requisite Outstanding
Balance of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Operative Agreement, Notes
owned by the Issuer, any other obligor upon the Notes, the Depositor, the
Owner Trustee, the Indenture Trustee, the Servicer, the Trust Administrator 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 or Trust Administrator shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only
Notes that the Indenture Trustee or Trust Administrator has actual knowledge
to be so owned shall be so disregarded (unless such action requires the
consent, waiver, request or demand of [100]% of the Outstanding Balance
represented by a particular Class and [100]% of the Outstanding Balance
represented by such Class is registered in the name of one or more of the
foregoing entities). Notes so owned that have been pledged in good faith may
be regarded as Outstanding if the pledgee establishes to the satisfaction of
the Indenture Trustee or Trust Administrator the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Depositor, the Owner Trustee, the Indenture
Trustee, the Servicer, the Trust Administrator or any Affiliate of any of the
foregoing Persons.

      Outstanding Balance: The aggregate principal amount of the Notes
Outstanding as of the date of determination.

      Paying Agent: Initially, the Trust Administrator or any other Person
that meets the eligibility standards for the Indenture Trustee specified in
Section 6.11 and is authorized by the Issuer, in accordance with the provision
of Section 3.03, to make payments to and distributions from the Trust Account,
including payments of principal of or interest on the Notes on behalf of the
Issuer.


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<PAGE>


      Predecessor Note: 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 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.

      Priority Class Notes: Until the Class Principal Amounts of the Senior
Notes are reduced to zero and all sums payable to the Holders of the Senior
Notes have been paid in full, the Senior Notes; when the Class Principal
Amounts of the Senior Notes have been reduced to zero and all amounts payable
to the Holders of the Senior Notes have been paid in full, (i) with respect to
the Fixed Rate Notes, the [Class MF-1] Notes; when the Class Principal Amounts
of the Senior Notes and the [Class MF-1] Notes have been reduced to zero and
all sums payable to the Holders of such Classes have been paid in full, the
[Class MF-2] Notes; when the Class Principal Amounts of the Senior Notes, the
[Class MF-1] Notes and the [Class MF-2] Notes have been reduced to zero and
all sums payable to the Holders of such Classes have been paid in full, the
[Class MF-3] Notes; when the Class Principal Amounts of the Senior Notes, the
[Class MF-1] Notes, the [Class MF-2] Notes and the [Class MF-3] Notes have
been reduced to zero and all sums payable to the Holders of such Classes have
been paid in full, the [Class MF-4] Notes; when the Class Principal Amounts of
the Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class
MF-3] Notes and the [Class MF-4] Notes have been reduced to zero and all sums
payable to the Holders of such Classes have been paid in full; when the Class
Principal Amounts of the Senior Notes, the [Class MF-1], the [Class MF-2], the
[Class MF-3] Notes, and the [Class MF-4] Notes, have been reduced to zero and
all sums payable to the Holders of such Classes have been paid in full, the
[Class MF-5] Notes; when the Class Principal Amounts of the Senior Notes, the
[Class MF-1] Notes, the [Class MF-2] Notes, the[Class MF-3] Notes, the [Class
MF-4] Notes and the [Class MF-5] Notes have been reduced to zero and all sums
payable to the Holders of such Classes have been paid in full, the [Class
MF-6] Notes; when the Class Principal Amounts of the Senior Notes, the [Class
MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3] Notes, [Class MF-4]
Notes, the [Class MF-5] Notes and the [Class MF-6] Notes have been reduced to
zero and all sums payable to the Holders of such Classes have been paid in
full, the [Class MF-7] Notes; and when the Class Principal Amounts of the
Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class MF-3]
Notes, the [Class MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6] Notes
and the [Class MF-7] Notes have been reduced to zero and all sums payable to
the Holders of such Classes have been paid in full, the [Class MF-8] Notes,
when the Class Principal Amounts of the Senior Notes, the [Class MF-1] Notes,
the [Class MF-2] Notes, the [Class MF-3] Notes, [Class MF-4] Notes, the [Class
MF-5] Notes, the [Class MF-6] Notes and the [Class MF-7] Notes have been
reduced to zero and all sums payable to the Holders of such Classes have been
paid in full, the [Class MF-8] Notes; and when the Class Principal Amounts of
the Senior Notes, the [Class MF-1] Notes, the [Class MF-2] Notes, the [Class
MF-3] Notes, the [Class MF-4] Notes, the [Class MF-5] Notes, the [Class MF-6]
Notes, the [Class MF-7] Notes and the [Class MF-8] Notes have been reduced to
zero and all sums payable to the Holders of such Classes have been paid in
full, the [Class BF] Notes and (ii) with respect to the Adjustable Rate Notes,
the [Class MV-1] Notes; when the Class Principal Amounts of the Senior Notes
and the [Class MV-1] Notes have been reduced to zero and all sums payable to
the Holders of such Classes have been paid in full, the [Class MV-2] Notes;
when the Class Principal Amounts of the Senior Notes, the [Class MV-1] Notes
and the [Class MV-2] Notes have been reduced to zero and all sums payable to
the Holders of such Classes


                                       6
<PAGE>


have been paid in full, the [Class MV-3] Notes; when the Class Principal
Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes
and the [Class MV-3] Notes have been reduced to zero and all sums payable to
the Holders of such Classes have been paid in full, the [Class MV-4] Notes;
when the Class Principal Amounts of the Senior Notes, the [Class MV-1] Notes,
the [Class MV-2] Notes, the [Class MV-3] Notes and the [Class MV-4] Notes have
been reduced to zero and all sums payable to the Holders of such Classes have
been paid in full; when the Class Principal Amounts of the Senior Notes, the
[Class MV-1], the [Class MV-2], the [Class MV-3] Notes, and the [Class MV-4]
Notes, have been reduced to zero and all sums payable to the Holders of such
Classes have been paid in full, the [Class MV-5] Notes; when the Class
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class
MV-2] Notes, the[Class MV-3] Notes, the [Class MV-4] Notes and the [Class
MV-5] Notes have been reduced to zero and all sums payable to the Holders of
such Classes have been paid in full, the [Class MV-6] Notes; when the Class
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class
MV-2] Notes, the [Class MV-3] Notes, [Class MV-4] Notes, the [Class MV-5]
Notes and the [Class MV-6] Notes have been reduced to zero and all sums
payable to the Holders of such Classes have been paid in full, the [Class
MV-7] Notes; and when the Class Principal Amounts of the Senior Notes, the
[Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3] Notes, the [Class
MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes and the [Class
MV-7] Notes have been reduced to zero and all sums payable to the Holders of
such Classes have been paid in full, the [Class MV-8] Notes; when the Class
Principal Amounts of the Senior Notes, the [Class MV-1] Notes, the [Class
MV-2] Notes, the [Class MV-3] Notes, [Class MV-4] Notes, the [Class MV-5]
Notes, the [Class MV-6] Notes and the [Class MV-7] Notes have been reduced to
zero and all sums payable to the Holders of such Classes have been paid in
full, the [Class MV-8] Notes; and when the Class Principal Amounts of the
Senior Notes, the [Class MV-1] Notes, the [Class MV-2] Notes, the [Class MV-3]
Notes, the [Class MV-4] Notes, the [Class MV-5] Notes, the [Class MV-6] Notes,
the [Class MV-7] Notes and the [Class MV-8] Notes have been reduced to zero
and all sums payable to the Holders of such Classes have been paid in full,
the [Class BF] Notes.

      Proceeding:  Any suit in equity, action at law or other judicial or
administrative proceeding.

      Prospective Owner:  Each prospective purchaser and any subsequent
transferee of a Note.

      Rating Agency Condition: With respect to any action to which the 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 Rating Agency shall have notified the Depositor,
the Issuer and the Indenture Trustee in writing that such action will not
result in a reduction or withdrawal of the then current rating of the rated
Notes.

      Redemption Date: In the case of a redemption of the Notes pursuant to
Section 10.01, the Payment Date specified by the Trust Administrator in the
notice delivered pursuant to Section 10.02.

      Responsible Officer: When used with respect to the Indenture Trustee,
any vice president, any assistant vice president, any associate, or any other
officer of the Indenture Trustee customarily performing functions similar to
those performed by any of the above


                                       7
<PAGE>


designated officers who at such time shall be officers to whom, with respect
to a particular matter, such matter is referred because of such officer's
knowledge of and familiarity with the particular subject and who shall have
direct responsibility for the administration of this Agreement. With respect
to the Trust Administrator, any officer in the corporate trust department or
similar group of the Trust Administrator with direct responsibility for the
administration of this Agreement and also, with respect to a particular
corporate trust matter, any other officer to whom such matter is referred
because of his or her knowledge of and familiarity with the particular
subject.

      [Retained Notes: Means those certain classes, or portions of certain
classes, of Notes which, at the time of their issuance,
________________________ or one of its qualified REIT subsidiaries or a
Disregarded Entity acquires beneficial ownership thereof.]

      Sale and Servicing Agreement: The Sale and Servicing Agreement dated as
of ________, 200_, among the Issuer, IndyMac MBS, Inc., as depositor,
______________________, as seller, servicer and trust administrator, the
Indenture Trustee, ________________________, as seller and
_____________________, as servicer, as such may be amended or supplemented
from time to time.

      Senior Notes: Any of the [Class AF-1A], [Class AF-1B], [Class AF-2],
[Class AF-3], [Class AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class
2-AV-1], [Class 2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or
[Class 3-AV-4] Notes.

      State:  Any one of the 50 States of the United States of America or the
District of Columbia.

      Trust:  The Delaware statutory trust known as
"[                                ] 200__ [   ]."

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

      (b)   Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein
shall have the meanings assigned to them in the Sale and Servicing Agreement.

      Section 1.02.  Incorporation by Reference of Trust Indenture Act.
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.


                                       8
<PAGE>


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

      (a)   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 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;

            (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 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;

            (vii) terms defined in the UCC and not otherwise defined herein
      shall have the meaning assigned to them in the UCC; and

            (viii) to "U.S. dollars", "dollars", or the sign "$" shall be
      construed as references to United States dollars which are freely
      transferable by residents and non-residents of the United States of
      America and convertible by such persons into any other freely
      convertible currency unless such transferability or convertibility is
      restricted by any law or regulation of general application in which
      event references to "U.S. dollars", "dollars", or the sign "$" shall be
      construed as references to such coin or currency of the United States of
      America as at the time of payment shall be legal tender for the payment
      of public and private debts in the United States of America, and "cents"
      shall be construed accordingly.

                                  ARTICLE TWO

                                   THE NOTES

      Section 2.01.  Form.  (a)  The Notes shall be designated as the
"[                                ] 200__ [   ]"  The Notes, together with
the Trust Administrator's certificate of authentication, shall be in
substantially the forms set forth in Exhibit A with such appropriate
insertions,


                                       9
<PAGE>


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 of the Notes. 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 and the global certificates ("Global Securities")
representing the Book-Entry Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or without
steel engraved borders), 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 set forth in Exhibit A are part of the terms of this Indenture.

      Section 2.02.  Execution, Authentication and Delivery. The Notes shall
be executed on behalf of the Issuer by any Authorized Officer of the Owner
Trustee. 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 Trust
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.

      The Trust Administrator shall, upon Issuer Order, authenticate and
deliver the Notes for original issue in the aggregate principal amounts with
respect to each Class as specified below:

                                Class               Class Principal Amount
                                -----               ----------------------
                    [Class AF-1A]................        $__________
                    [Class AF-1B]................        $__________
                    [Class AF-2].................        $__________
                    [Class AF-3].................        $__________
                    [Class AF-4].................        $__________
                    [Class AF-5A]................        $__________
                    [Class AF-5B]................        $__________
                    [Class AF-6].................        $__________
                    [Class MF-1].................        $__________
                    [Class MF-2].................        $__________
                    [Class MF-3].................        $__________
                    [Class MF-4].................        $__________
                    [Class MF-5].................        $__________
                    [Class MF-6].................        $__________
                    [Class MF-7].................        $__________
                    [Class MF-8].................        $__________
                    [Class BF]...................        $__________
                    [Class 2-AV-1]...............        $__________
                    [Class 2-AV-2]...............        $__________


                                      10
<PAGE>


                    [Class 3-AV-1]...............        $__________
                    [Class 3-AV-2]...............        $__________
                    [Class 3-AV-3]...............        $__________
                    [Class 3-AV-4]...............        $__________
                    [Class MV-1].................        $__________
                    [Class MV-2].................        $__________
                    [Class MV-3].................        $__________
                    [Class MV-4].................        $__________
                    [Class MV-5].................        $__________
                    [Class MV-6].................        $__________
                    [Class MV-7].................        $__________
                    [Class MV-8].................        $__________
                    [Class BV]...................        $__________
---------------------------

      The aggregate principal amounts of such Classes of Notes outstanding at
any time may not exceed such respective amounts.

      The [Class AF-1A], [Class AF-1B], [Class AF-2], [Class AF-3], [Class
AF-4], [Class AF-5A], [Class AF-5B], [Class AF-6], [Class 2-AV-1], [Class
2-AV-2], [Class 3-AV-1], [Class 3-AV-2], [Class 3-AV-3] or [Class 3-AV-4]
Notes will be issued in minimum denominations of $[25,000] and integral
multiples of $[1] in excess thereof. The [Class MF-1], [Class MF-2], [Class
MF-3], [Class MF-4], [Class MF-5], [Class MF-6], [Class MF-7], [Class MF-8],
[Class BF], [Class MV-1], [Class MV-2], [Class MV-3], [Class MV-4], [Class
MV-5], [Class MV-6], [Class MV-7], [Class MV-8] or [Class BV] Notes will be
issued in minimum denominations of $[100,000] and integral multiples of $[1]
in excess thereof.

      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 Trust Administrator by the manual signature of one of its
authorized signatories, and such certificate upon any Note shall be conclusive
evidence, and the only evidence, that such Note has been duly authenticated
and delivered hereunder.

      Section 2.03.  Limitation on Transfer of Notes. (a) No transfer of a
Note in the form of a Definitive Note shall be made unless the Note Registrar
shall have received a representation from the transferee of such Note,
acceptable to and in form and substance satisfactory to the Note Registrar and
the Depositor (such requirement is satisfied only by the Note Registrar's
receipt of a transfer affidavit from the transferee substantially in the form
of Exhibit B hereto), to the effect that such transferee (i) is not acquiring
such note for, or with the assets of, an employee benefit plan or other
retirement arrangement that is subject to Section 406 of ERISA or to Section
4975 of the Code or to any substantially similar law ("Similar Law"), or any
entity deemed to hold the plan assets of the foregoing (collectively, "Benefit
Plans"), or (ii) its acquisition and holding of such Notes for, or with the
assets of, a Benefit Plan will not result in a non-exempt prohibited
transaction under Section 406 of ERISA or Section 4975 of the Code which is
not covered under Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE
90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or some other applicable exemption,
and will not result in a non-exempt violation of any Similar Law.


                                      11
<PAGE>


      In the case of a Note that is a Book-Entry Note, for purposes of clauses
(i) or (ii) of the preceding paragraph, such representations shall be deemed
to have been made to the Note Registrar by the transferee's acceptance of such
Note that is a Book-Entry Note (or the acceptance by a Note Holder of the
beneficial interest in such Note).

      None of the Indenture Trustee, the Trust Administrator, the Note
Registrar or the Depositor shall have any liability to any Person for any
registration of transfer of any Note that is in fact not permitted by this
Section 2.03(a) or for the Trust Administrator or the Paying Agent making any
payments due on such Note to the Holder thereof or taking any other action
with respect to such Holder under the provisions of this Agreement so long as
the transfer was registered by the Note Registrar in accordance with the
foregoing requirements. In addition, none of the Indenture Trustee, the Trust
Administrator, the Note Registrar or the Depositor shall be required to
monitor, determine or inquire as to compliance with the transfer restrictions
with respect to any Note in the form of a Book-Entry Note, and none of the
Indenture Trustee, the Trust Administrator, the Note Registrar or the
Depositor shall have any liability for transfers of Book-Entry Notes or any
interests therein made in violation of the restrictions on transfer described
in the Prospectus and this Agreement.

      In the event that a Note is transferred to a Person that does not meet
the requirements of this Section 2.03, such transfer shall be of no force and
effect, shall be void ab initio, and shall not operate to transfer any rights
to such Person, notwithstanding any instructions to the contrary to the
Issuer, the Indenture Trustee or any intermediary; and the Trust Administrator
shall not make any payments on such Note for as long as such Person is the
Holder of such Note.

      Each Note shall contain a legend substantially similar to the applicable
legend provided in Exhibit A hereto stating that transfer of such Notes is
subject to certain restrictions as set forth herein.

      (b)   Any purported transfer of a Note (or any interest therein) not in
accordance with this Section 2.03 shall be null and void and shall not be
given effect for any purpose hereunder.

      (c)   The Trust Administrator will not have the ability to monitor
transfers of the Notes while they are in book-entry form and will have no
liability for transfers of Book-Entry Notes in violation of any of the
transfer restrictions described in this Section 2.03.

      Section 2.04.  Registration; Registration of Transfer and Exchange. The
Issuer shall cause the Note Registrar to keep a register (the "Note Register")
in which, subject to such reasonable regulations as it may prescribe and the
restrictions on transfers of the Notes set forth herein, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Trust Administrator 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 Trust Administrator is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee and the
Trust Administrator prompt written notice of the appointment of such Note
Registrar and of the location, and any change in the


                                      12
<PAGE>


location, of the Note Register, and the Indenture Trustee shall have the right
to inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Indenture Trustee 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.

      Subject to Section 2.03, 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, the Issuer shall execute, and the Note Registrar shall
authenticate and the Noteholder shall be entitled to obtain from the Note
Registrar, in the name of the designated transferee or transferees, one or
more new Notes of the same Class in any authorized denominations, of a like
aggregate principal amount.

      At the option of the Holder, Notes may be exchanged for other Notes of
the same Class 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 Note Registrar shall authenticate and the Noteholder shall be entitled
to obtain from the Trust Administrator, 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 Note Registrar 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 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.

      No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or the Note Registrar 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 2.05 not involving
any transfer.

      The preceding provisions of this Section 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 2.05.  Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Trust Administrator, or the Trust
Administrator receives evidence to its satisfaction of the destruction, loss
or theft of any Note, and (ii) there is delivered to the Trust Administrator
such security or indemnity as may be required by it to hold the Issuer and the


                                      13
<PAGE>


Trust Administrator harmless, then, in the absence of actual notice to the
Issuer, the Note Registrar or the Trust Administrator that such Note has been
acquired by a protected purchaser, and upon certification provided by the
Holder of such Note that the requirements of Section 8-405 of the Relevant UCC
are met, the Issuer shall execute, and upon its request the Note Registrar
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 and the Note Registrar shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a protected 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 or the Trust Administrator in
connection therewith.

      Upon the issuance of any replacement Note under this Section, the
Issuer, the Trust Administrator or the Note Registrar 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 Trust
Administrator) connected therewith.

      Every replacement Note issued pursuant to this Section 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.

      The provisions of this Section 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 2.06.  Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trust Administrator, the
Indenture Trustee and any agent of the Issuer, the Trust Administrator or the
Indenture Trustee may treat the Person in whose name any Note is registered
(as of the day of determination) as the owner of such Note 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 Trust Administrator, the Indenture Trustee or any agent of
the Issuer, the Trust Administrator or the Indenture Trustee shall be affected
by notice to the contrary.

      Section 2.07.  Payment of Principal and Interest. (a) Each Class of
Notes shall accrue interest at the applicable Note Interest Rate as set forth
in the Sale and Servicing Agreement, and


                                      14
<PAGE>


such interest shall be payable on each Payment Date, subject to Section 3.01.
Interest shall be computed on each Class of Notes on the basis of a 360-day
year and the actual number of days elapsed in each Accrual Period. With
respect to each outstanding Class of Notes, the Trust Administrator shall
determine LIBOR for each applicable Accrual Period on the second LIBOR
Business Day prior thereto, in accordance with the provisions of the Sale and
Servicing Agreement. All interest payments on each Class of Notes shall be
made in the order provided for in Section [6.02] of the Sale and Servicing
Agreement. Any installment of interest or principal payable on any Note shall
be paid on the applicable Payment Date to the Person in whose name 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 or, upon written request made to the
Note Registrar and the Paying Agent at least [five] Business Days prior to the
related Record Date, by the Holder of a Note having an initial Note Principal
Amount of not less than $[2,500,000] by wire transfer in immediately available
funds to an account specified in the request and at the expense of such
Noteholder, except that, unless Definitive Notes have been issued pursuant to
Section 2.12, 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, except for the final installment of
principal payable with respect to such Note on a Payment Date or on the
applicable Maturity Date for such Class of Notes (and except for the
Termination Price for any Note called for redemption pursuant to Section
10.01), which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section
3.03.

      (b)   The principal of the Notes shall be payable in installments on
each Payment Date as provided herein and in the Notes, subject to Section
3.01. Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable, if not previously paid, on the date on which
an Event of Default shall have occurred and be continuing, or if the Indenture
Trustee or Holders of the Notes representing not less than a majority of the
Outstanding Balance of the Priority Class Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.02. All
principal payments on a Class of Notes shall be made in accordance with
Section [6.02] of the Sale and Servicing Agreement. The Trust Administrator
shall notify the Person in whose name 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 no later
than [five] Business Days 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 specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as
provided in Section 10.02.

      Section 2.08.  Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Trust Administrator, be delivered to the Trust
Administrator and shall be promptly cancelled by the Trust Administrator. The
Issuer may at any time deliver to the Note Registrar 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 be
promptly cancelled by the Trust Administrator. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in


                                      15
<PAGE>


this Section, except as expressly permitted by this Indenture. All cancelled
Notes may be held or disposed of by the Note Registrar 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, that such Issuer Order is timely and the Notes have not been
previously disposed of by the Trust Administrator.

      Section 2.09.  Release of Collateral. (a) Except as otherwise provided
in subsections (b) and (c) of this Section and the terms of the Operative
Agreements, the Indenture Trustee shall release property from the lien of this
Indenture only upon receipt by it of an Issuer Request accompanied by (i) an
Officer's Certificate, (ii) an Opinion of Counsel, (iii) certificates in
accordance with TIA Sections 314(c) and (d)(1), and (iv)(A) Independent
Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or (B) an
Opinion of Counsel in lieu of such Independent Certificates to the effect that
the TIA does not require any such Independent Certificates; provided that no
such Independent Certificates or Opinion of Counsel in lieu of such
Independent Certificates shall be necessary in respect of property released
from the lien of the Indenture in accordance with the provisions hereof if
such property consists solely of cash.

      (b)   The Servicer, on behalf of the Issuer, shall be entitled to obtain
a release from the lien of this Indenture for any Mortgage Loan and the
Mortgaged Property at any time (i) after a payment by the Seller or the Issuer
of the Purchase Price of the Mortgage Loan, (ii) after a Qualifying Substitute
Mortgage Loan is substituted for such Mortgage Loan and payment of the
Substitution Amount, if any, (iii) after liquidation of the Mortgage Loan in
accordance with the Sale and Servicing Agreement and the deposit of all
Liquidation Proceeds and Insurance Proceeds in the Collection Account, (iv)
upon the termination of a Mortgage Loan (due to, among other causes, a
prepayment in full of the Mortgage Loan and sale or other disposition of the
related Mortgaged Property), or (v) as contemplated by Section [9.02] of the
Sale and Servicing Agreement.

      Section 2.10.  Book-Entry Notes. Each Class of Notes will be issued in
the form of typewritten Notes or Global Securities representing the Book-Entry
Notes, to be delivered to, or to the Trust Administrator as custodian for, 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 Owner thereof will receive
a Definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.12. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant
to Section 2.12:

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

            (ii) the Note Registrar, the Indenture Trustee and the Trust
      Administrator 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 conflict
      with any other provisions of this Indenture, the provisions of this
      Section shall control;


                                      16
<PAGE>


            (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,
      the Note Registrar shall not register any transfer of a beneficial
      interest in a Book-Entry Note; and 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 Balance of the
      Notes (or the Priority Class 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 or the Trust Administrator,
      as the case may be.

      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, the Trust Administrator 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 Clearing Agency is no longer
willing or able to properly discharge its responsibilities with respect to the
Book-Entry Notes and the Depositor is unable to locate a qualified successor
or (ii) after the occurrence of an Event of Default hereunder, Note Owners of
the Book-Entry Notes representing beneficial interests aggregating not less
than [50]% of the Outstanding Balance of the Book-Entry Notes advise the
Clearing Agency and the Trust Administrator 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 Trust Administrator shall direct the
Clearing Agency to notify all Note Owners and the Note Registrar of the
occurrence of any such event and of the availability of Definitive Notes for
their Book-Entry Notes. Upon surrender to the Note Registrar of the
typewritten Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Note Registrar shall authenticate the Definitive Notes in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar,
Trust Administrator or the Indenture Trustee shall be liable for any delay in
delivery of such instructions and may conclusively rely on, and shall be
protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee and the Trust Administrator 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 federal,
state and local income, single business and franchise tax purposes, the Notes
(other than the Retained 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


                                      17
<PAGE>


the applicable Book-Entry Note), agree to treat the Notes for federal, state
and local income, single business and franchise tax purposes as indebtedness
of the Issuer.

                                 ARTICLE THREE

                                   COVENANTS

      Section 3.01.  Payment of Principal and Interest. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the
principal of and interest on the Notes in accordance with the terms of the
Notes and this Indenture. 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 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 from the Collateral as
provided in this Indenture. The Issuer shall not otherwise be liable for
payments of the Notes, and none of the owners, agents, officers, directors,
employees, or successors or assigns of the Issuer shall be personally liable
for any amounts payable, or performance due, under the Notes or this
Indenture. 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 Note Registrar on
behalf of the Issuer will maintain 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.

      Section 3.03.  Money for Payments to be Held in Trust. As provided in
Section 8.02, all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Collection Account
pursuant to Article [VI] of the Sale and Servicing Agreement shall be made on
behalf of the Issuer by the Trust Administrator or by another Paying Agent,
and no amounts so withdrawn from the such account for payments of Notes shall
be paid over to the Issuer except as provided in this Section.

      On or before the Business Day preceding each Payment Date, the Issuer
shall deposit or cause to be deposited in the Collection Account an aggregate
sum sufficient to pay the amounts then becoming due 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 Trust Administrator) shall promptly notify the
Trust Administrator of its action or failure so to act.

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


                                      18
<PAGE>


      The Issuer shall cause each Paying Agent other than the Trust
Administrator, as initial Paying Agent, to execute and deliver to the
Indenture Trustee and the Trust Administrator an instrument in which such
Paying Agent shall agree with the Indenture Trustee (and if the Trust
Administrator 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 to such Persons or otherwise
      disposed of as herein provided and in the Sale and Servicing Agreement
      and pay such sums to such Persons as herein provided;

            (ii) give the Indenture Trustee notice of any default by the
      Issuer of which the Paying Agent 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 Trust
      Administrator all sums so held in trust by such Paying Agent;

            (iv) immediately resign as a Paying Agent and forthwith pay to the
      Trust Administrator 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 reporting requirements applicable to original issue
      discount, the accrual of market discount or the amortization of premium
      on the Notes, the Depositor shall have first provided the calculations
      pertaining thereto and the amount of any resulting withholding taxes to
      the Trust Administrator and the Paying Agent.

      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 Trust Administrator all
sums held in trust by such Paying Agent, such sums to be held by the Trust
Administrator 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 Trust
Administrator, 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, any money
held by the Trust Administrator 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 the Issuer on Issuer Request; 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 Trust Administrator or such Paying Agent
with respect to such trust money shall thereupon cease;


                                      19
<PAGE>


provided, however, that the Trust Administrator 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 published in the
English language, customarily published on each Business Day and of general
circulation in The City of New York (including, but not limited to, The Wall
Street Journal), 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 remaining will
be repaid to the Issuer. The Trust Administrator or Paying Agent 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
Trust Administrator or of any Paying Agent, at the last address of record for
each such Holder).

      Section 3.04.  Existence. (a) The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless 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, the Collateral and each other
instrument or agreement included in the Collateral.

      (b)   Any successor to the Owner Trustee appointed pursuant to Section
9.03 of the 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 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 execute, deliver and file all such 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) maintain or preserve the lien and security interest (and the
      priority thereof) of this Indenture or carry out more effectively the
      purposes hereof,

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

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


                                      20
<PAGE>


            (iv) preserve and defend title to the Collateral and the rights of
      the Indenture Trustee and the Noteholders in such Collateral against the
      claims of all persons and parties.

      The Issuer hereby designates the Trust Administrator as its agent and
attorney in fact to prepare and file amendments, if a Responsible Officer of
the Trust Administrator has actual knowledge of a need to amend, and to
prepare and file continuation statements or other instruments required to be
filed pursuant to this Section 3.05 and hereby authorizes it to file in any
filing office such amendment to financing statement, or continuation statement
required to be filed pursuant to this Section 3.05.

      Section 3.06.  Opinions as to Collateral. On the Closing Date, the
Issuer shall furnish to the Trust Administrator and the Indenture Trustee an
Opinion of Counsel to the effect that either, in the opinion of such counsel,
such action has been taken with respect to the recording and filing 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 are necessary to make effective the
lien and security interest of this Indenture, or stating that, in the opinion
of such counsel, no such action is necessary to make such lien and security
interest effective.

      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 other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee 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 Trust Administrator pursuant to the Sale and
Servicing Agreement to assist the Issuer in performing certain of its duties
under this Indenture.

      (c)   The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Operative
Agreements and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all financing
statements and continuation statements required to be filed by the terms of
this Indenture and the Sale and Servicing Agreement in accordance with and
within the time periods provided for herein and therein.

      (d)   If a responsible officer of the Owner Trustee shall have written
notice or actual knowledge of the occurrence of an Event of Default under the
Sale and Servicing Agreement, the Issuer shall promptly notify the Indenture
Trustee and each Rating Agency thereof.

      (e)   As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section
[8.01(a)] of the Sale and Servicing


                                      21
<PAGE>


Agreement, the Indenture Trustee shall proceed in accordance with Section
[8.01] and [8.02] of the Sale and Servicing Agreement

      (f)   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 Holders of at least a majority in Outstanding
Balance of the Notes affected thereby, amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or the
Operative Agreements (except to the extent otherwise provided in any such
Operative Agreement), or waive timely performance or observance by the Trust
Administrator, Servicer or the Depositor of its respective duties 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 Notes that is
required to consent to any such amendment, without the consent of the Holders
of all the Outstanding Notes affected thereby. If any such amendment,
modification, supplement or waiver shall be so consented to by such Holders,
the Issuer agrees, promptly following a request by the Indenture Trustee 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;

            (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 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) (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 be expressly 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 with respect to any Collateral
      and arising solely as a result of an action or omission of a Borrower or
      as otherwise permitted in the Sale and Servicing Agreement) or (C)
      permit the lien of this Indenture not to constitute a valid first
      priority (other than with respect to any such tax, mechanics' or other
      lien) or as otherwise permitted in the Sale and Servicing Agreement)
      security interest in the Collateral;


                                      22
<PAGE>


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

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

            (vi) [take any other action or fail to take any action that would
      jeopardize the status of the Holder of the Ownership Certificate as a
      REIT, Qualified REIT Subsidiary or Disregarded Entity under the Code or
      result in an imposition of tax on the Issuer]; or

            (vii) except with the prior written consent of the Noteholders,
      take any action described in Section 5.06 of the Trust Agreement.

      Section 3.09.  Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, within [120] days after the end of each
fiscal year of the Issuer (commencing with 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

            (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.  Treatment of Notes as Debt for Tax Purposes. The Issuer
shall, and shall cause the Trust Administrator and the Servicer to, treat the
Notes as indebtedness for all federal, state and local income, single
business, and franchise tax purposes.

      Section 3.11.  [Reserved]

      Section 3.12.  No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Collateral in the manner contemplated by this Indenture and the Operative
Agreements and activities incidental thereto.

      Section 3.13.  No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness other than the Notes.

      Section 3.14.  [Reserved].

      Section 3.15.  Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in


                                      23
<PAGE>


connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

      Section 3.16.  Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

      Section 3.17.  Removal of Trust Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Trust Administrator without cause
unless the Issuer has received a letter from each Rating Agency to the effect
that such removal will not cause the then current ratings on the Notes to be
qualified, reduced or withdrawn.

      Section 3.18.  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, (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, the
Issuer may make, or cause to be made, payments and distributions as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement, this Indenture or the Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or from the
Collection Account except in accordance with this Indenture and the Operative
Agreements.

      Section 3.19.  Notice of Events of Default. The Issuer shall promptly,
and in no event more than [three] Business Days following such event, give the
Indenture Trustee, Trust Administrator and each Rating Agency written notice
of each Event of Default hereunder, and each default on the part of the Trust
Administrator, Servicer or the Depositor of its obligations under the Sale and
Servicing Agreement, to the extent a responsible officer of the Owner Trustee
shall have written notice or actual knowledge thereof.

      Section 3.20.  Further Instruments and Acts. Upon request of the
Indenture Trustee or the Trust Administrator, 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.

      Section 3.21.  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 in its individual capacity. The Owner Trustee is, and any successor
Owner Trustee under the Trust Agreement will be, entering into this Indenture
on behalf of the Issuer solely as Owner Trustee under the 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.


                                      24
<PAGE>


      Section 3.22.  Representations and Warranties of the Issuer. (a) With
respect to the Mortgage Notes, the Issuer represents and warrants that:

            (i) This Indenture creates a valid and continuing security
      interest (as defined in the applicable Uniform Commercial Code (the
      "UCC") in the Mortgage Notes in favor of the Indenture Trustee, which
      security interest is prior to all other liens, and is enforceable as
      such against creditors of and purchasers from the Issuer;

            (ii) The Mortgage Notes constitute "instruments" within the
      meaning of the applicable UCC;

            (iii) The Issuer owns and has good title to the Mortgage Notes
      free and clear of any lien, claim or encumbrance of any Person;

            (iv) The Issuer has received all consents and approvals required
      by the terms of the Mortgage Notes to the pledge of the Mortgage Notes
      hereunder to the Indenture Trustee;

            (v) All original executed copies of each Mortgage Note have been
      or will be delivered to the Indenture Trustee (or its custodian), as set
      forth in the Sale and Servicing Agreement;

            (vi) The Issuer has received a written acknowledgement from the
      Indenture Trustee (or its custodian) that it is holding the Mortgage
      Notes solely on behalf and for the benefit of the Indenture Trustee;

            (vii) Other than the security interest granted to the Indenture
      Trustee pursuant to this Indenture, the Issuer has not pledged,
      assigned, sold, granted a security interest in, or otherwise conveyed
      any of the Mortgage Notes. The Issuer has not authorized the filing of
      and is not aware of any financing statements against the Issuer that
      include a description of the collateral covering the Mortgage Notes
      other than a financing statement relating to the security interest
      granted to the Indenture Trustee hereunder or that has been terminated.
      The Issuer is not aware of any judgment or tax lien filings against the
      Issuer; and

            (viii) None of the Mortgage Notes has any marks or notations
      indicating that they have been pledged, assigned or otherwise conveyed
      to any Person other than the Indenture Trustee.

      (b)   The representations and warranties set forth in this Section 3.22
shall survive the Closing Date and shall not be waived.

                                 ARTICLE FOUR

                          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


                                      25
<PAGE>


exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,
(iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.08, 3.12 and 3.13, (v) the
rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07), (vi) the
rights, obligations and immunities of the Trust Administrator hereunder
(including the obligations of the Trust Administrator under Section 4.02) and
(vii) the rights of Noteholders as beneficiaries hereof with respect to the
property so deposited with the Trust Administrator 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 either (I) the
Sale and Servicing Agreement has been terminated pursuant to Section [9.01]
thereof or (II)

      (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 2.05 and (ii) Notes for whose payment 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) have been delivered to the Trust Administrator for
cancellation; or

            (2) all Notes not theretofore delivered to the Trust Administrator
for cancellation

                  a. have become due and payable,

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

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

and the Issuer, in the case of a., b. or c. above, has irrevocably deposited
or caused to be irrevocably deposited with the Trust Administrator 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 Trust
Administrator or Note Registrar for cancellation when due to the Maturity
Date or Redemption Date (if the Notes are called for redemption pursuant to
Section 10.01 hereof), as the case may be;

      (B)   the Issuer has paid or caused to be paid all other sums payable
            hereunder by the Issuer;

      (C)   the Issuer has delivered to the Indenture Trustee an Officer's
            Certificate and an Opinion of Counsel (at the Issuer's expense)
            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 hereof


                                      26
<PAGE>


            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; and

      (D)   the Issuer has delivered to each Rating Agency notice of such
            satisfaction and discharge.

      Section 4.02.  Application of Trust Money. All moneys deposited with
the Trust Administrator 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 and this Indenture, to the payment, either directly or through any
Paying Agent, as the Trust Administrator may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Trust Administrator, of all sums due and to become due
thereon for principal and interest; 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 Trust
Administrator under the provisions of this Indenture with respect to such
Notes shall, upon demand of the Issuer, be paid to the Trust Administrator to
be held and applied according to Section 3.03 and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

      Section 4.04.  Trust Money Received by Indenture Trustee. If the
Indenture Trustee receives any moneys in respect of the Collateral (other than
with respect to any amounts in respect of any payments or reimbursements of
fees, expenses or indemnity amounts properly owing to the Indenture Trustee
pursuant to the terms of any of the Operative Agreements), the Indenture
Trustee shall remit promptly such funds to the Trust Administrator.

                                 ARTICLE FIVE

                                   REMEDIES

      Section 5.01.  Events of Default. "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):

            (i) Default for one month or more in the payment of any Current
      Interest on the Notes when the same becomes due and payable under
      Section [6.02] of the Sale and Servicing Agreement;

            (ii) failure to pay the entire principal of any Note when the same
      becomes due and payable under the Sale and Servicing Agreement or on the
      applicable Maturity Date;

            (iii) failure to observe or perform any covenant or agreement of
      the Issuer made in this Indenture (other than a covenant or agreement, a
      default in the observance or


                                      27
<PAGE>


      performance of which is elsewhere in this Section specifically dealt
      with), or any representation or warranty of the Issuer made in this
      Indenture 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 or to the Issuer
      and the Indenture Trustee by the Holders of at least [25]% of the
      Outstanding Balance of the Notes, 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;

            (iv) 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 such decree or order shall
      remain unstayed and in effect for a period of [60] consecutive days;

            (v) [the receipt of notice from the Holder of the Ownership
      Certificate to the Indenture Trustee of such Holder's failure to qualify
      as a REIT, a Qualified REIT Subsidiary or a Disregarded Entity]; 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 deliver to the Indenture Trustee, within [five] days
after the occurrence thereof, 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 clause (iii), its status 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 should occur and be continuing, then and in every such case
the Indenture Trustee may, or shall, at the direction of the Holders of Notes
representing not less than a majority of the Outstanding Balance of the
Priority Class Notes, declare all the Notes to be 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 unpaid principal amount of
such Notes, together


                                      28
<PAGE>


with accrued and unpaid interest on the Notes through the date of
acceleration, shall become immediately due and payable.

      At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by the Indenture Trustee as hereinafter in this Article Five
provided, the Holders of Notes representing a majority of the Outstanding
Balance of the Priority Class Notes, by written notice to the Issuer and the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

            (i) the Issuer has paid or deposited with the Trust Administrator
      a sum sufficient to pay:

      (A)   all payments of principal of and interest on all affected Priority
            Class 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

      (B)   all sums paid or advanced by the Indenture Trustee hereunder and
            the reasonable compensation, expenses, disbursements and advances
            of the Indenture Trustee and its agents and counsel; and

            (ii) 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.

No such rescission shall affect any subsequent default or impair any right
consequent thereto.

      The Holders of Non Priority Class Notes shall have no right to exercise
any Noteholders' rights referred to in this Article Five, except to the extent
expressly provided herein.

      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 Current 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 any Note when the same
becomes due and payable on the applicable Maturity Date, the Issuer will, upon
demand of the Indenture Trustee, pay to the Trust Administrator, for the
benefit of the Holders of the Notes, the whole amount then due and payable on
such Notes for principal and interest, with interest on the overdue principal
and, to the extent payment at such rate of interest shall be legally
enforceable, on overdue installments of interest at the rate borne by the
Notes and, in addition thereto, pay to the Indenture Trustee 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 its agents and counsel.

      (b)   In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, may 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 upon such Notes and collect in the
manner provided by law out of the property of the Issuer upon such Notes,
wherever situated, the moneys adjudged or decreed to be payable.


                                      29
<PAGE>


      (c)   If an Event of Default occurs and is continuing, the Indenture
Trustee may, in its discretion, or shall, at the direction of the Holders of
Priority Class Notes representing not less than a majority of the Outstanding
Balance thereof, as more particularly provided in Section 5.04, proceed to
protect and enforce its rights and the rights of 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, or 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,
by intervention in such Proceedings or otherwise:

            (i) to file and prove a claim or claims for the whole amount of
      principal and 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 and each
      predecessor Indenture Trustee, 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) and of 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 and of 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 or the Holders of Notes allowed in any Proceedings
      relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Trust Administrator and, in such event or in the event that
the Indenture Trustee shall consent to the making of


                                      30
<PAGE>


payments directly to such Noteholders, 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
by it or its agents, 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 any plan of reorganization, arrangement, adjustment
or composition affecting the Notes or the rights of any Holder thereof 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 and
attorneys, shall be for the ratable benefit of the Holders of the Notes.

      (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 Holders of the Notes, 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 may, and at the
direction of Holders of Priority Class Notes representing a majority of the
Outstanding Balance thereof shall, do one or more of the following (subject to
Section 5.05):

            (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 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;

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

            (iii) exercise any remedies of a secured party under the Relevant
      UCC and take any other appropriate action to protect and enforce the
      rights and remedies of the Indenture Trustee and the Holders of the
      Notes; and

            (iv) sell the Collateral or any portion thereof or rights or
      interest therein, at one or more public or private sales called and
      conducted in any manner permitted by law;


                                      31
<PAGE>


provided, however, that the Indenture Trustee may not sell or otherwise
liquidate any Collateral following an Event of Default, other than an Event of
Default described in Section 5.01(a)(i) or (ii), unless (A) the Holders of
[100]% of the Outstanding Balance of the Notes consent thereto or (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 interest or (C) the Indenture Trustee determines,
based on information provided by the Trust Administrator, 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 Balance of the Notes. In
determining such sufficiency or insufficiency with respect to clauses (B) and
(C), 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 Five, it shall pay out the money or property in the following
order:

            first: to the Indenture Trustee, for any costs or expenses,
      including any reasonable out-of-pocket attorneys' fees, incurred by it
      in connection with the enforcement of the remedies provided for in this
      Article Five and for any other unpaid amounts due to the Indenture
      Trustee hereunder, to the Trust Administrator for any amounts due and
      owing to it under the Sale and Servicing Agreement and to the Owner
      Trustee, to the extent of any fees and expenses due and owing to it
      (including pursuant to Section 7.03 of the Trust Agreement) and for any
      other unpaid amounts due to the Owner Trustee under the Sale and
      Servicing Agreement;

            second:  to the Servicer for any Servicing Fees then due and
      unpaid and any unreimbursed Advances and other servicing advances;

            third: to the Notes, all accrued and unpaid interest thereon and
      amounts in respect of principal according to the priorities set forth in
      Section [6.02] of the Sale and Servicing Agreement; provided, however,
      that accrued and unpaid interest shall be paid to Noteholders of each
      Class of Notes before any payments in respect of principal; and

            fourth:  to the Owner Trustee or its Paying Agent for any amounts
      to be distributed to the Holder of the Ownership Certificate.

      The Trust Administrator may fix a record date and payment date for any
payment to Noteholders pursuant to this Section. At least [15] days before
such record date, the Issuer shall mail to each Noteholder and the Indenture
Trustee 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 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


                                      32
<PAGE>


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 (at the expense of
the Issuer) 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. Other than as otherwise expressly
provided herein in the case of an Event of Default, no Holder of any Note
shall have any right to institute any Proceeding, judicial or otherwise, with
respect to this Indenture, or for the appointment of a receiver or trustee, or
for any other remedy hereunder, unless:

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

            (ii) the Holders of not less than [25]% of the Outstanding Balance
      of the 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;

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

            (iv) the Indenture Trustee for [60] days after its receipt of such
      notice, request and offer of indemnity has failed to institute such
      Proceedings; and

            (v) no direction inconsistent with such written request has been
      given to the Indenture Trustee during such [60] day period by the
      Holders of a majority of the Outstanding Balance of the Notes.

      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 representing less than a majority of the Outstanding Balance of
the Notes, the Indenture Trustee shall take the action requested by the
Holders of the largest percentage in Outstanding Balance of the Notes,
notwithstanding any other provisions of this Indenture.

      Section 5.07.  Unconditional Rights of Noteholders To Receive Principal
and 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 respective due dates 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


                                      33
<PAGE>


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 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 or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee 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 remedies of the Indenture
Trustee 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 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 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 Five
or by law to the Indenture Trustee or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture
Trustee or by the Noteholders, as the case may be.

      Section 5.11.  Control by Noteholders. Except as otherwise provided in
Section 5.02, the Holders of a majority of the Outstanding Balance of the
Notes 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 that:

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

            (ii) subject to the express terms of Section 5.04, 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 Outstanding
      Balance of the Notes;

            (iii) if the conditions set forth in Section 5.05 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 Outstanding
      Balance of the Notes to sell or liquidate the Collateral shall be of no
      force and effect; and


                                      34
<PAGE>


            (iv) 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,
subject to Section 6.01(g), 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.

      Section 5.12.  Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Balance of the
Notes may waive, in writing, any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof which
cannot be modified or amended without the consent of the Holder of each Note.
In the case of any such waiver, the Issuer, the Indenture Trustee 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 a 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, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than [10]% of the
Outstanding Balance 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, but will suffer and permit the execution of every
such power as though no such law had been enacted.


                                      35
<PAGE>


      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 or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee 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 and remitted to the Trust Administrator
shall be applied by the Trust Administrator in accordance with Section
5.04(b).

      Section 5.16.  Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so, the Issuer
shall take all such lawful action as the Indenture Trustee may request to
compel or secure the performance and observance by the Seller, the Depositor,
the Trust Administrator or the 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, including the transmission of notices of default on the
part of the Seller, the Depositor, the Trust Administrator or the Servicer, as
applicable, under the Sale and Servicing Agreement and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Seller, the Depositor, the Trust Administrator or the Servicer of each
of their applicable obligations under the Sale and Servicing Agreement.

      (b)   If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of a majority of the Outstanding Balance of the Priority Class Notes
shall, exercise all rights, remedies, powers, privileges and claims of the
Issuer against the Depositor, the Trust Administrator or the 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
Seller, the Depositor or the Servicer, of each of their applicable 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.

                                  ARTICLE SIX

                             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 its 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
      shall not be liable except for the


                                      36
<PAGE>


      performance of such duties and obligations 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 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 on their face conforming
      to the requirements of this Indenture; however, the Indenture Trustee
      shall examine the certificates and opinions to determine whether or not
      they conform on their face 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, its own willful
misconduct or its own bad faith, except that:

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

            (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;

            (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
      this Indenture or upon a direction received by it from the requisite
      Noteholders pursuant to Article Five; and

            (iv) the Indenture Trustee shall not be required to take notice or
      be deemed to have notice or knowledge of (a) any failure by the Issuer
      to comply with its obligations hereunder or in the Operative Agreements
      or (b) any Default or Event of Default, unless a Responsible Officer of
      the Indenture Trustee assigned to and working in its corporate trust
      department obtains actual knowledge of such Default or Event of Default
      or shall have received written notice thereof. In the absence of such
      actual knowledge or notice, the Indenture Trustee may conclusively
      assume that there is no Default or Event of Default.

      (d)   Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to the provisions of this Section.

      (e)   The Indenture Trustee shall not be liable for indebtedness
evidenced by or arising under any of the Operative Agreements, including
principal of or interest on the Notes, or 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 need not be
segregated from other funds except to the extent required by law or the terms
of this Indenture or the Sale and Servicing Agreement.

      (g)   No provision of this Indenture shall require the Indenture Trustee
to expend, advance or risk its own funds or otherwise incur financial
liability in the performance of any of


                                      37
<PAGE>


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.

      (h)   Every provision of this Indenture or any Operative Agreement
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,
Section 6.02 and to the provisions of the TIA.

      (i)   The Indenture Trustee shall execute and deliver the Sale and
Servicing Agreement and perform its duties thereunder.

      (j)   The Indenture Trustee shall not have any duty or obligation to
manage, make any payment with respect to, register, record, sell, dispose of,
or otherwise deal with the Collateral, or to otherwise take or refrain from
taking any action under, or in connection with, any document contemplated
hereby to which the Indenture Trustee is a party, except as expressly provided
(i) in accordance with the powers granted to and the authority conferred upon
the Indenture Trustee pursuant to this Agreement or any other Operative
Agreement, and (ii) in accordance with any document or instruction delivered
to the Indenture Trustee pursuant to the terms of this Agreement; and no
implied duties or obligations shall be read into this Agreement or any
Operative Agreement against the Indenture Trustee. The Indenture Trustee
agrees that it will, at the cost and expense of the Issuer, promptly take all
action as may be necessary to discharge any liens on any part of the
Collateral that result from actions by, or claims against itself (in its
individual capacity, and not in the capacity of Indenture Trustee) that are
not related to the administration of the Collateral.

      (k)   Neither the Indenture Trustee nor the Trust Administrator shall
have any liability or responsibility for the acts or omissions of the other
Person, it being understood that this Indenture shall not be construed to
render them agents of one another.

      (l)   In order to comply with its duties under the USA Patriot Act of
2001, the Indenture Trustee shall obtain and verify certain information and
documentation from the other parties to this Indenture including, but not
limited to, each such party's name, address, and other identifying
information.

      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, which shall not be
at the expense of the Indenture Trustee. 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. The right of the Indenture
Trustee to perform any discretionary act enumerated in this Indenture or in
any Operative Agreement shall not be construed as a duty and the Indenture
Trustee shall not be answerable for other than its negligence or willful
misconduct in the performance of such act.


                                      38
<PAGE>


      (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.

      (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, that the Indenture Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

      (e)   The Indenture Trustee may consult with counsel, and any Opinion of
Counsel with respect to legal matters relating to this Indenture, any
Operative Agreement 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 any Opinion of Counsel of
such counsel.

      (f)   The permissive rights of the Indenture Trustee enumerated herein
shall not be construed as duties.

      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 Section 6.11.

      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 any of the Operative Agreements or the Notes or the sufficiency of
the Collateral; it shall not be accountable for the Issuer's use of the
proceeds from the Notes, and it shall not be responsible for any statement of
the Issuer or the Servicer in this Indenture, any Operative Agreement or in
any other document issued in connection with the sale of the Notes or in the
Notes.

      Section 6.05.  Notice of Defaults. If a Default occurs and is continuing
and if a Responsible Officer of the Indenture Trustee has actual knowledge
thereof, the Indenture Trustee shall give prompt written notice thereof to
each Noteholder.

      Section 6.06.  Reports by Trust Administrator to Holders. The Trust
Administrator shall deliver to each Noteholder such information with respect
to the Notes as may be required to enable such holder to prepare its federal
and state income tax returns and shall file such information returns with the
Internal Revenue Service with respect to payments or accruals of interest on
the Notes as are required to be filed under the Code or applicable Treasury
Regulations.

      Section 6.07.  Compensation and Indemnity. The Indenture Trustee shall
be entitled, as compensation for its services, a fee to be paid by the
Servicer as provided in a separate agreement between such parties. The
Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Indenture Trustee and any
co-trustee shall be reimbursed on behalf of the Issuer from funds in the
Collection Account, as provided in the Sale and Servicing Agreement, for all
reasonable ordinary out of pocket expenses incurred or made by it, including
costs of collection, in addition to the compensation for its


                                      39
<PAGE>


services (as provided in the Sale and Servicing Agreement). Reimbursable
expenses under this Section shall include the reasonable compensation and
expenses, disbursements and advances of the Indenture Trustee's agents,
counsel, accountants and experts. The Issuer shall indemnify the Indenture
Trustee, any co-trustee and their respective employees, directors and agents,
as provided in the Sale and Servicing Agreement and from funds in the
Collection Account, against any and all claim, loss, liability or expense
(including attorneys' fees) incurred by it in connection with the
administration of this trust and the performance of its duties hereunder or
under any Operative Agreement. The Indenture Trustee or co-trustee, as
applicable, shall notify the Issuer and the Trust Administrator promptly of
any claim for which it may seek indemnity. Failure by the Indenture Trustee or
the co-trustee, as applicable, to so notify the Issuer and the Trust
Administrator shall not relieve the Issuer or the Trust Administrator of its
obligations hereunder. The Issuer shall defend any such claim, and the
Indenture Trustee and any co-trustee may have separate counsel and the fees
and expenses of such counsel shall be payable on behalf of the Issuer from
funds in the Collection Account. The Issuer shall not be required to reimburse
any expense or indemnify against any loss, liability or expense incurred by
the Indenture Trustee or any co-trustee, as applicable, through the Indenture
Trustee's or co-trustee's, as the case may be, own willful misconduct,
negligence or bad faith.

      The Issuer's obligations to the Indenture Trustee and any co-trustee
pursuant to this Section shall survive the resignation or removal of the
Indenture Trustee and the termination of discharge of this Indenture. When the
Indenture Trustee or any co-trustee incurs expenses after the occurrence of a
Default specified in Section 5.01(iv) or (vi) 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. The Indenture Trustee
may resign at any time by giving [30] days' written notice thereof to the
Depositor, the Issuer, each Noteholder and each Rating Agency. As a condition
to the effectiveness of any such resignation, at least 15 calendar days prior
to the effective date of such resignation, the Indenture Trustee shall provide
(x) written notice to the Depositor of any successor pursuant to this Section
and (y) in writing and in form and substance reasonably satisfactory to the
Depositor, all information reasonably requested by the Depositor in order to
comply with its reporting obligation under Item 6.02 of Form 8-K with respect
to the resignation of the Indenture Trustee. The Issuer shall remove the
Indenture Trustee if:

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

            (ii) the Indenture Trustee is adjudged bankrupt or insolvent;

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

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


                                      40
<PAGE>


      If the Indenture Trustee fails to fulfill its obligations under this
Section 6.08 with respect to notice to the Depositor or Article [XI] of the
Sale and Servicing Agreement, and such failure continues for the lesser of 10
calendar days or such period in which the applicable Exchange Act Report can
be filed timely (without taking into account any extensions), the Depositor
may terminate the Indenture Trustee. If the Indenture Trustee resigns or is
removed or if a vacancy exists in the office of the 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 that satisfies the eligibility requirements of Section 6.11
and shall provide written notice to the Depositor of any successor pursuant to
this Section.

      The resigning or removed Indenture Trustee agrees to cooperate with any
successor Indenture Trustee in effecting the termination of the resigning or
removed Indenture Trustee's responsibilities and rights hereunder and shall
promptly provide such successor Indenture Trustee all documents and records
reasonably requested by it to enable it to assume the Indenture Trustee's
functions hereunder.

      A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to the Issuer and shall
provide to the Depositor, in writing and in form and substance reasonably
satisfactory to the Depositor, all information reasonably requested by the
Depositor in order to comply with its reporting obligation under Item 6.02 of
Form 8-K with respect to the resignation of the Indenture Trustee. 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 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 after the retiring
Indenture Trustee resigns or is removed, the retiring Indenture Trustee, the
Issuer or the Holders of a majority in Outstanding Balance of the 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, any
Noteholder may petition any court of competent jurisdiction for the removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee.

      Section 6.09.  Successor Indenture Trustee or Trust Administrator by
Merger. (a) If the Indenture Trustee or Trust Administrator consolidates with,
merges or converts into, or transfers all or substantially all its corporate
trust business or assets to, another corporation or banking association, as
applicable, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee or successor Trust
Administrator, as the case may be; provided, that such corporation or banking
association shall be otherwise qualified and eligible hereunder and under any
other Operative Document. The Indenture Trustee shall provide each Rating
Agency prior written notice of any such transaction. As a condition to the
effectiveness of any merger or consolidation, at least 15 calendar days prior
to the effective date of any merger or consolidation of the Indenture Trustee,
the Indenture Trustee shall provide (x) written notice to the Depositor and
the Servicer of any successor pursuant to this Section and (y) in writing and


                                      41
<PAGE>


in form and substance reasonably satisfactory to the Depositor, all
information reasonably requested by the Depositor in order to comply with its
reporting obligation under Item 6.02 of Form 8-K with respect to a successor
Indenture Trustee.

      (b)   In case at the time such successor or successors by merger,
conversion or consolidation shall succeed to the Trust Administrator, for any
of the Notes which have been authenticated by the Trust Administrator but not
delivered, such successor Trust Administrator may adopt the certificate of
authentication of any predecessor trust administrator and deliver such Notes
so authenticated; and in case at that time any of the Notes shall not have
been authenticated, any successor Trust Administrator may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor Trust Administrator; 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 Trust Administrator 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 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 may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms
of eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 hereof.

      (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.


                                      42
<PAGE>


      (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
Indenture and the conditions of this Article Six. 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, either
jointly with the Indenture Trustee or separately, as may be provided therein,
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 Indenture 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 (i) satisfy the requirements of TIA Section 310(a), (ii)
have a combined capital and surplus of at least $[100,000,000] as set forth in
its most recently published annual report of condition, (iii) have a long term
debt rating equivalent to "A" or better by the Rating Agencies or be otherwise
acceptable to the Rating Agencies and (iv) not be an Affiliate of the Issuer
or the Owner Trustee. The Indenture Trustee shall 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.  Representations and Warranties. The Indenture Trustee
hereby represents that:

      (a)   the Indenture Trustee is duly organized and validly existing as a
national banking association in good standing under the laws of the United
States with power and authority to own its properties and to conduct its
business as such properties are currently owned and such business is presently
conducted;

      (b)   the Indenture Trustee has the power and authority to execute and
deliver this Indenture and to carry out its terms; and the execution, delivery
and performance of this Indenture have been duly authorized by the Indenture
Trustee by all necessary corporate action;

      (c)   the consummation of the transactions contemplated by this
Indenture and the fulfillment of the terms hereof do not conflict with, result
in any breach of any of the terms and provisions of, or constitute (with or
without notice or lapse of time) a default under the articles of organization
or bylaws of the Indenture Trustee or, to the knowledge of the Indenture
Trustee,


                                      43
<PAGE>


any material agreement or other instrument to which the Indenture Trustee is
a party or by which it is bound; and

      (d)   to the Indenture Trustee's best knowledge, there are no
proceedings or investigations pending or threatened before any court,
regulatory body, administrative agency or other governmental instrumentality
having jurisdiction over the Indenture Trustee: (i) asserting the invalidity
of this Indenture, (ii) seeking to prevent the consummation of any of the
transactions contemplated by this Indenture or (iii) seeking any determination
or ruling that might materially and adversely affect the performance by the
Indenture Trustee of its obligations under, or the validity or enforceability
of, this Indenture.

      Section 6.13.  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.

                                 ARTICLE SEVEN

                        NOTEHOLDERS' LISTS AND REPORTS

      Section 7.01.  Note Registrar To Furnish to the Indenture Trustee the
Names and Addresses of Noteholders. The Note Registrar will furnish or cause
to be furnished to the Indenture Trustee at such times as the Indenture
Trustee may request in writing, within [30] days after receipt by the Note
Registrar of any such request, a list in such form as the Indenture Trustee
may reasonably require, of the names and addresses of the Holders of Notes as
of a date not more than [10] days prior to the time such list is furnished.

      Section 7.02.  Preservation of Information; Communications to
Noteholders. (a) The Trust Administrator 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 Trust Administrator as
provided in Section 7.01 and the names and addresses of Holders of Notes
received by the Trust Administrator in its capacity as Note Registrar. The
Trust Administrator may destroy any list furnished to it as provided in such
Section 7.01 upon receipt of a new list so furnished. If three or more
Noteholders, or one or more Holders of a Class of Notes evidencing not less
than [25]% of the Outstanding Balance thereof (hereinafter referred to as
"Applicants"), apply in writing to the Trust Administrator or the Indenture
Trustee, and such application states that the Applicants desire to communicate
with other holders with respect to their rights under this Indenture or under
the Notes, then the Trust Administrator shall, within [five] Business Days
after the receipt of such application, afford such Applicants access, during
normal business hours, to the current list of Holders. Every Holder, by
receiving and holding a Note, agrees with the Issuer, the Indenture Trustee
and the Trust Administrator that neither the Issuer, the Indenture Trustee nor
the Trust Administrator shall be held accountable by reason of the disclosure
of any such information as to the names and addresses of the Holders under
this Indenture, regardless of the source from which such information was
derived.

      (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.


                                      44
<PAGE>


      (c)   The Issuer, the Indenture Trustee and the Trust Administrator
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 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. Delivery of such information, documents and
      reports to the Indenture Trustee is for informational purposes only and
      the Indenture Trustee's receipt of such reports shall not constitute
      constructive notice of any information contained therein or determinable
      from information contained therein, including the Issuer's compliance
      with any of its covenants hereunder (as to which the Indenture Trustee
      is entitle to rely exclusively on Officers' Certificates); and

            (ii) supply to the Trust Administrator (and the Trust
      Administrator 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 clause (i) 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 March 1, beginning with March 1, 200_, the
Indenture Trustee shall mail 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.

                                 ARTICLE EIGHT

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

      Section 8.01.  Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect (or direct such funds to the Trust Administrator),
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 Trust Administrator 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


                                      45
<PAGE>


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
Five.

      Section 8.02.  Collection Account. On each Payment Date and Redemption
Date, the Paying Agent (or, if the Trust Administrator acts as Paying Agent,
the Trust Administrator) shall distribute all amounts on deposit in the
Collection Account as provided in Sections [5.08] and [6.02] of the Sale and
Servicing Agreement. On the Closing Date and on each anniversary of the
Closing Date, the Trust Administrator shall pay from its own funds the Owner
Trustee's annual fee.

      Section 8.03.  Release of Collateral. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and
when required by the provisions of this Indenture and the Sale and Servicing
Agreement 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 Eight 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 monies.

      (b)   The Indenture Trustee shall, at such time as the Trust
Administrator notifies the Indenture Trustee in writing that there are no
Notes outstanding and all sums due to the Noteholders pursuant to the Sale and
Servicing Agreement and all fees and expenses of the Indenture Trustee, the
Servicer and the Trust Administrator pursuant to this Indenture or any other
Operative Agreement have been paid, release any remaining portion of the
Collateral that secured the Notes from the lien of this Indenture and the
Trust Administrator shall release to the Issuer or any other Person entitled
thereto any funds then on deposit in the Trust Account and assign or transfer
any outstanding Interest Rate Cap Agreements. The Indenture Trustee shall
release property from the lien of this Indenture pursuant to this subsection
(b) only upon receipt 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.

                                 ARTICLE NINE

                            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
each Rating Agency, 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


                                      46
<PAGE>


      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) (A) to cure any ambiguity, (B) to correct or supplement any
      provision herein or in any supplemental indenture that may be
      inconsistent with any other provisions herein or in any supplemental
      indenture or to conform the provisions hereof to those of the
      Prospectus, (C) to obtain or maintain a rating for a Class of Notes from
      a nationally recognized statistical rating organization, (D) to make any
      other provisions with respect to matters or questions arising under this
      Indenture; provided, however, that no such supplemental indenture
      entered into pursuant to clause (D) of this subparagraph (v) shall
      adversely affect in any material respect the interests of any Holder not
      consenting thereto;

            (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 trusts hereunder by more than
      one trustee, pursuant to the requirements of Article Six; 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.

[provided, however, that no such supplemental indenture shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel stating
that as a result of such supplemental indenture, the Trust will not be subject
to federal income tax as long as an entity that qualifies as a REIT under the
Code holds directly, or indirectly through one or more Qualified REIT
Subsidiaries or a Disregarded Entity, a 100% ownership interest in the
Ownership Certificate, and the Indenture Trustee receives an Officer's
Certificate from the Holder of the Ownership Certificate that the Holder of
the Ownership Certificate either qualifies as a REIT, a Qualified REIT
Subsidiary or a Disregarded Entity under the Code and the Holder of the
Ownership Certificate holds a 100% ownership Interest in the Ownership
Certificate.]

      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.


                                      47
<PAGE>


      (b)   A letter from each Rating Agency addressed and delivered to the
Indenture Trustee to the effect that any supplemental indenture entered into
pursuant to this Section 9.01 will not cause the then current ratings on the
Notes to be qualified, reduced or withdrawn shall constitute conclusive
evidence that such amendment does not adversely affect in any material respect
the interests of the Noteholders.

      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 notice to each Rating Agency and with the consent of the
Holders of not less than [66-2/3]% of the Outstanding Balance of the 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, adversely affect the interests of the
Noteholders without the consent of the Holder of each Outstanding Note
affected thereby (i) reduce in any manner the amount of, or delay the timing
of, payments in respect of any Note, (ii) alter the obligations of the
Servicer to make an Advance or alter the servicing standards set forth in the
Sale and Servicing Agreement or the Servicing Agreement, (iii) reduce the
aforesaid percentages of Notes the Holders of which are required to consent to
any such supplemental indenture, without the consent of the Holders of all
Notes affected thereby, or (iv) 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 [and provided, further, that such action shall not, as
evidenced by an Opinion of Counsel, subject the Trust to federal income tax as
long as an entity that qualifies as a REIT under the Code holds directly, or
indirectly through one or more Qualified REIT Subsidiaries or Disregarded
Entities, a 100% ownership interest in the Ownership Certificate, and provided
further, that the Indenture Trustee receives an Officer's Certificate from the
Holder of the Ownership Certificate that the Holder of the Ownership
Certificate either qualifies as a REIT, a Qualified REIT Subsidiary or a
Disregarded Entity under the Code and the Holder of the Ownership Certificate
holds a 100% ownership Interest in the Ownership Certificate.]

      The Indenture Trustee shall be entitled to conclusively rely on an
Opinion of Counsel as to 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.

      It shall not be necessary for any Act of Noteholders under this Section
to approve the particular form of any proposed supplemental indenture, but it
shall be sufficient if such Act shall approve the substance thereof.

      Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture pursuant to this Section, the Issuer shall mail to
the Holders of the Notes to which such amendment or supplemental indenture
relates and each Rating Agency a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture


                                      48
<PAGE>


Trustee to mail such notice, or any defect therein, shall not, however, in any
way impair or affect the validity of any such supplemental indenture.

      Section 9.03.  Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article Nine or the modification thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Section 6.02, shall be fully protected in relying upon, in
addition to the documents required under Section 11.01, an Opinion of Counsel
to the effect provided in Section 9.07. The Indenture Trustee may, but shall
not be obligated 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 Indenture. 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 Nine 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 Nine may, and if required by the Trust Administrator
shall, bear a notation in a form approved by the Trust Administrator as to any
matter provided for in such supplemental indenture. If the Issuer or the Trust
Administrator shall so determine, new Notes so modified as to conform, in the
opinion of the Trust Administrator and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Trust Administrator in exchange for Outstanding Notes.

      Section 9.07.  Opinion of Counsel. In connection with any supplemental
indenture pursuant to this Article Nine, the Indenture Trustee shall be
entitled to receive an Opinion of Counsel to the effect that such supplemental
indenture is authorized or permitted by this Indenture and that all conditions
precedent to the execution of such supplemental indenture in accordance with
the relevant provisions of this Article Nine have been met.

      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.


                                      49
<PAGE>


                                  ARTICLE TEN

                              REDEMPTION OF NOTES

      Section 10.01. Redemption. The Notes are subject to redemption pursuant
to Section [9.02] of the Sale and Servicing Agreement. The Issuer shall
furnish each Rating Agency, the Trust Administrator and the Indenture Trustee
notice of such redemption at least [15] days prior to such redemption. If the
Notes are to be redeemed pursuant to Section [9.02] of the Sale and Servicing
Agreement, _________________________________ or the Servicer, as applicable,
shall furnish notice of its exercise of its option to redeem the Notes to the
Indenture Trustee and the Trust Administrator not later than [15] days prior
to the applicable Redemption Date and _________________________________ or the
Servicer, as applicable, shall deposit by 10:00 A.M. New York City time on the
applicable Redemption Date with the Trust Administrator in the Collection
Account the Termination Price of the Notes to be redeemed, whereupon all such
Notes shall be due and payable on the applicable Redemption Date upon the
furnishing of a notice complying with Section 10.02 hereof to each Holder of
the Notes.

      Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Trust Administrator by first class mail,
postage prepaid, or by facsimile mailed or transmitted not later than [10]
days prior to the applicable Redemption Date to 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) the Termination Price; 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).

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

      Section 10.03. Notes Payable on Applicable Redemption Date. The Notes or
portions thereof to be redeemed shall, following notice of redemption as
required under Section 10.02 (in the case of redemption pursuant to Section
10.01) and remittance to the Trust Administrator of the Termination Price as
required under Section 10.01, on the applicable Redemption Date become due and
payable at the Termination Price and (unless the Issuer shall default in the
payment of the Termination Price) no interest shall accrue on the Termination
Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Termination Price.


                                      50
<PAGE>


                                ARTICLE ELEVEN

                                 MISCELLANEOUS

      Section 11.01. Compliance Certificates and Opinions, etc. Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee: (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:

            (i) 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;

            (ii) 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;

            (iii) 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

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

      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


                                      51
<PAGE>


representations by, an officer or officers of the Servicer, Sub-Servicer, the
Depositor, the Issuer or the Trust Administrator, stating that the information
with respect to such factual matters is in the possession of the Servicer, the
Sub-Servicer, the Depositor, the Issuer or the Trust Administrator, unless
such counsel knows, or in the exercise of reasonable care should 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 Six.

      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) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section.

      (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, Trust
Administrator, Issuer and Rating Agencies.  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
and if


                                      52
<PAGE>


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 or by the Issuer shall
      be sufficient for every purpose hereunder if in writing and mailed by
      certified mail, return receipt requested, to the Indenture Trustee at
      its Corporate Trust Office, or

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

            (iii) the Issuer by the Indenture Trustee, the Trust Administrator
      or any Noteholder shall be sufficient for every purpose hereunder if in
      writing and mailed first class, postage prepaid to the Issuer addressed
      to the address provided in the Sale and Servicing Agreement, or at any
      other address previously furnished in writing to the Indenture Trustee
      by the Issuer. 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 Trust Administrator or the Owner Trustee shall be in
writing, personally delivered or mailed by certified mail, return receipt
requested, to the address provided in the Sale and Servicing Agreement or 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 such Holder's 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 been duly 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.

      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.


                                      53
<PAGE>


      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. Severability. 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 and Consents of Noteholders.
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
Owner Trustee and the Noteholders, any benefit or any legal or equitable
right, remedy or claim under this Indenture. Each Noteholder and Note Owner,
by acceptance of a Note or, in the case of a Note Owner, a beneficial interest
in a Note, consents to and agrees to be bound by the terms and conditions of
this Indenture.

      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.

      Section 11.12. Governing Law. THIS INDENTURE SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE
GENERAL OBLIGATIONS LAW), 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.


                                      54
<PAGE>


      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 its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) 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. Trust Obligations. (a) 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 this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in their respective
individual capacities, (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 respective
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 have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
respective individual capacities) 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 Trust
Agreement.

      (b)   In addition, (i) this Indenture is executed and delivered by
_________________________, not individually or personally but solely as Owner
Trustee, in the exercise of the powers and authority conferred and vested in
it, (ii) each of the representations, undertakings and agreements herein made
on the part of the Issuer or the Owner Trustee is made and intended not as
personal representations, undertakings and agreements by
_________________________ but is made and intended for the purpose for binding
only the Trust, (iii) nothing herein contained shall be construed as creating
any liability on _________________________, individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the Indenture Trustee and by any
Person claiming by, through or under the Indenture Trustee, and (iv) under no
circumstances shall _________________________ be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or the Operative Agreements.

      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 Depositor or the Issuer,
or join in any institution against the Depositor 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 Operative


                                      55
<PAGE>


Agreements; provided, however, nothing contained herein shall prevent the
Indenture Trustee from filing proofs of claim.

      Section 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent 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 be reasonably 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; provided,
further, that the Indenture Trustee may disclose on a confidential basis any
such information to its agents, attorneys and auditors in connection with the
performance of its responsibilities hereunder.









                                      56
<PAGE>


      IN WITNESS WHEREOF, the Issuer, the Trust Administrator 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.

                                    [               ] 200   [   ], as Issuer

                                       By:_________________________,
                                          not in its individual capacity but
                                          solely as Owner Trustee


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    ______________________,
                                    as Trust Administrator


                                    By:____________________________________

                                       Name:
                                       Title:


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


                                    By:_____________________________________
                                       Name:
                                       Title:


                                    By:_____________________________________
                                       Name:
                                       Title:




<PAGE>


                                                                     EXHIBIT A

                                FORMS OF NOTES


                       [See notes delivered at closing.]










                                      A-1
<PAGE>


                                   EXHIBIT B

                       FORM OF ERISA TRANSFER AFFIDAVIT

                                                       -----------------------
                                                                date

STATE OF NEW YORK       )
                        )  ss.:
COUNTY OF NEW YORK      )


            Re:   [                                ] 200__-[   ] _____________

      1.    The undersigned is the ______________________ of
______________________ (the "Investor"), a [corporation duly organized] and
existing under the laws of __________, on behalf of which he makes this
affidavit.

      2.    Either (i) the Investor is not, and on ___________ [date of
transfer] will not be, acquiring the Notes for, or with the assets of, an
employee benefit plan or other retirement arrangement that is subject to
Section 406 of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), or to Section 4975 of the Internal Revenue Code of 1986, as amended
(or to any substantially similar law ("Similar Law")) or any entity deemed to
hold the plan assets of the foregoing (a "Benefit Plan") or (ii) the
Investor's acquisition and holding of the Notes for, or on behalf of, a
Benefit Plan will not result in a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code which is not covered under
Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38,
PTCE 95-60, PTCE 96-23 or some other applicable exemption, and will not result
in a non-exempt violation of any Similar Law.

      3.    The Investor hereby acknowledges that under the terms of the
Indenture among [      ] 200__-[ ], as Issuer, ______________________, as Trust
Administrator, and ____________________________________, as Indenture Trustee,
dated as of ________, 200_, no transfer of any Note shall be permitted to be
made to any person unless the Trust Administrator has received a certificate
from such transferee in the form hereof.


                                      B-1
<PAGE>


      IN WITNESS WHEREOF, the Investor has caused this instrument to be
executed on its behalf, pursuant to proper authority, by its duly authorized
officer, duly attested, this ____ day of _______________, 20__.

                                    _______________________________________
                                       [Investor]

                                    By:_____________________________________
                                       Name:
                                       Title:


ATTEST:


___________________________

STATE OF                )
                        )  ss.:
COUNTY OF               )

      Personally appeared before me the above-named ___________________, known
or proved to me to be the same person who executed the foregoing instrument
and to be the _________________ of the Investor, and acknowledged that he
executed the same as his free act and deed and the free act and deed of the
Investor.

      Subscribed and sworn before me this _____ day of ___________ 20___.

                                       __________________________________
                                       NOTARY PUBLIC


                                       My commission expires the
                                       ____ day of __________, 20__.






                                      B-2