EXHBIT 4.1

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                       ARGENT MORTGAGE LOAN TRUST 2005-W1

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

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

                                    INDENTURE

                           Dated as of April 19, 2005

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

                       ASSET-BACKED NOTES, SERIES 2005-W1

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


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                                TABLE OF CONTENTS
                                -----------------

Section                                                                     Page
-------                                                                     ----
                                    ARTICLE I

                                   DEFINITIONS

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

                                   ARTICLE II

                         ORIGINAL ISSUANCE OF THE NOTES

Section 2.01.    Form..........................................................4
Section 2.02.    Execution, Authentication and Delivery........................4
Section 2.03.    [Reserved]....................................................4
Section 2.04.    Acceptance of Interest Rate Swap Agreement and the
                   Swap Administration Agreement by Indenture Trustee..........5

                                   ARTICLE III

                                    COVENANTS

Section 3.01.    Collection of Payments with respect to the
                   Mortgage Loans..............................................6
Section 3.02.    Maintenance of Office or Agency...............................6
Section 3.03.    Money for Payments To Be Held in Trust; Paying Agent..........6
Section 3.04.    Existence.....................................................7
Section 3.05.    Payment of Principal and Interest.............................8
Section 3.06.    Protection of Trust Estate....................................8
Section 3.07.    Opinions as to Trust Estate...................................9
Section 3.08.    Performance of Obligations...................................10
Section 3.09.    Negative Covenants...........................................10
Section 3.10.    [Reserved.]..................................................11
Section 3.11.    [Reserved.]..................................................11
Section 3.12.    Representations and Warranties Concerning the
                   Mortgage Loans.............................................11
Section 3.13.    Amendments to Sale and Servicing Agreement...................11
Section 3.14.    Master Servicer as Agent and Bailee of the
                   Indenture Trustee..........................................11
Section 3.15.    Investment Company Act.......................................11
Section 3.16.    Issuer May Consolidate, etc..................................12
Section 3.17.    Successor or Transferee......................................13
Section 3.18.    No Other Business............................................14
Section 3.19.    No Borrowing.................................................14
Section 3.20.    Guarantees, Loans, Advances and Other Liabilities............14
Section 3.21.    Capital Expenditures.........................................14
Section 3.22.    Determination of Note Rate...................................14



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Section 3.23.    Restricted Payments..........................................14
Section 3.24.    Notice of Events of Default..................................15
Section 3.25.    Further Instruments and Acts.................................15
Section 3.26.    Statements to Noteholders....................................15
Section 3.27.    [Reserved]...................................................15
Section 3.28.    Certain Representations Regarding the Trust Estate...........15

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.01.    The Notes....................................................17
Section 4.02.    Registration of and Limitations on Transfer
                   and Exchange of Notes; Appointment of Note
                   Registrar and Certificate..................................17
Section 4.03.    Mutilated, Destroyed, Lost or Stolen Notes...................18
Section 4.04.    Persons Deemed Owners........................................19
Section 4.05.    Cancellation.................................................19
Section 4.06.    Book-Entry Notes.............................................19
Section 4.07.    Notices to Depository........................................20
Section 4.08.    Definitive Notes.............................................20
Section 4.09.    Tax Treatment................................................21
Section 4.10.    Satisfaction and Discharge of Indenture......................21
Section 4.11.    Application of Trust Money...................................22
Section 4.12.    Derivative Contracts for Benefit of the Certificates.........22
Section 4.13.    Repayment of Monies Held by Paying Agent.....................22
Section 4.14.    Temporary Notes..............................................22
Section 4.15.    Representation Regarding ERISA...............................23

                                ARTICLE V

                          DEFAULT AND REMEDIES

Section 5.01.    Events of Default............................................24
Section 5.02.    Acceleration of Maturity; Rescission and Annulment...........24
Section 5.03.    Collection of Indebtedness and Suits for
                   Enforcement by Indenture Trustee...........................24
Section 5.04.    Remedies; Priorities.........................................27
Section 5.05.    Optional Preservation of the Trust Estate....................28
Section 5.06.    Limitation of Suits..........................................29
Section 5.07.    Unconditional Rights of Noteholders To Receive
                   Principal and Interest.....................................29
Section 5.08.    Restoration of Rights and Remedies...........................30
Section 5.09.    Rights and Remedies Cumulative...............................30
Section 5.10.    Delay or Omission Not a Waiver...............................30
Section 5.11.    Control......................................................30
Section 5.12.    Waiver of Past Defaults......................................31
Section 5.13.    Undertaking for Costs........................................31
Section 5.14.    Waiver of Stay or Extension Laws.............................31
Section 5.15.    Sale of Trust Estate.........................................31



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Section 5.16.    Action on Notes..............................................33
Section 5.17.    Performance and Enforcement of Certain Obligations...........33

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01.    Duties of Indenture Trustee..................................35
Section 6.02.    Rights of Indenture Trustee..................................36
Section 6.03.    Individual Rights of Indenture Trustee.......................37
Section 6.04.    Indenture Trustee's Disclaimer...............................37
Section 6.05.    Notice of Event of Default...................................37
Section 6.06.    Reports by Indenture Trustee to Holders and
                   Tax Administration.........................................37
Section 6.07.    Compensation and Indemnity...................................37
Section 6.08.    Replacement of Indenture Trustee.............................38
Section 6.09.    Successor Indenture Trustee by Merger........................39
Section 6.10.    Appointment of Co-Indenture Trustee or Separate
                   Indenture Trustee..........................................39
Section 6.11.    Eligibility; Disqualification................................40
Section 6.12.    Preferential Collection of Claims Against Issuer.............41
Section 6.13.    Representations and Warranties...............................41
Section 6.14.    Directions to Indenture Trustee..............................41
Section 6.15.    The Agents...................................................42

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.    Issuer To Furnish Indenture Trustee Names and
                   Addresses of Noteholders...................................43
Section 7.02.    Preservation of Information; Communications
                   to Noteholders.............................................43
Section 7.03.    Reports of Issuer............................................43
Section 7.04.    Reports by Indenture Trustee.................................44
Section 7.05.    Statements to Noteholders....................................44

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.    Collection of Money..........................................45
Section 8.02.    Trust Accounts...............................................45
Section 8.03.    Officer's Certificate........................................45
Section 8.04.    Termination Upon Distribution to Noteholders.................45
Section 8.05.    Release of Trust Estate......................................46
Section 8.06.    Surrender of Notes Upon Final Payment........................46
Section 8.07.    Optional Redemption of the Notes.............................46



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                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01.    Supplemental Indentures Without Consent of Noteholders.......48
Section 9.02.    Supplemental Indentures With Consent of Noteholders..........49
Section 9.03.    Execution of Supplemental Indentures.........................51
Section 9.04.    Effect of Supplemental Indenture.............................51
Section 9.05.    Conformity with Trust Indenture Act..........................51
Section 9.06.    Reference in Notes to Supplemental Indentures................51

                                    ARTICLE X

                                  MISCELLANEOUS

Section 10.01.   Compliance Certificates and Opinions, etc....................52
Section 10.02.   Form of Documents Delivered to Indenture Trustee.............53
Section 10.03.   Acts of Noteholders..........................................54
Section 10.04.   Notices etc., to Indenture Trustee, the Issuer,
                   the Note Insurer, the Pool Insurer and Rating Agencies.....55
Section 10.05.   Notices to Noteholders; Waiver...............................55
Section 10.06.   Conflict with Trust Indenture Act............................56
Section 10.07.   Effect of Headings...........................................56
Section 10.08.   Successors and Assigns.......................................56
Section 10.09.   Separability.................................................56
Section 10.10.   Benefits of Indenture........................................56
Section 10.11.   Legal Holidays...............................................57
Section 10.12.   Governing Law................................................57
Section 10.13.   Counterparts.................................................57
Section 10.14.   Recording of Indenture.......................................57
Section 10.15.   Issuer Obligation............................................57
Section 10.16.   No Petition..................................................57
Section 10.17.   Inspection...................................................58
Section 10.18.   No Recourse to Owner Trustee.................................58
Section 10.19.   Proofs of Claim..............................................58
Section 10.20.   Termination of Certain of Swap Provider Rights...............59



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EXHIBITS
--------

Exhibit A-1       Form of Class A-1 Note
Exhibit A-2       Form of Class A-2 Note
Exhibit B         Mortgage Loan Schedule
Exhibit C         Interest Rate Swap Agreement and Swap Administration Agreement

Appendix A        Definitions



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                  This Indenture, dated as of April 19, 2005, is entered into
between Argent Mortgage Loan Trust 2005-W1, a Delaware statutory trust, as
Issuer (the "Issuer"), and Deutsche Bank National Trust Company, a national
banking association, as Indenture Trustee (the "Indenture Trustee").


                                WITNESSETH THAT:

                  Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the Issuer's
Asset-Backed Notes, Series 2005-W1 (the "Notes").


                                 GRANTING CLAUSE

                  The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as trustee for the benefit of the Holders of the Notes and the
Note Insurer, all of the Issuer's right, title and interest in and to whether
now existing or hereafter created by (a) the Mortgage Loans, Qualified
Substitute Mortgage Loans and the proceeds thereof and all rights under the
Mortgage Files; (b) all funds on deposit from time to time in the Collection
Account allocable to the Mortgage Loans excluding any investment income from
such funds; (c) all funds on deposit from time to time in the Payment Account
and in all proceeds thereof; (d) all rights under (i) the Mortgage Loan Purchase
Agreement as assigned to the Issuer, (ii) the Sale and Servicing Agreement,
(iii) any title, hazard and primary insurance policies with respect to the
Mortgaged Properties; (e) the right to receive certain payments under the Swap
Administration Agreement as assigned to the Issuer; (f) the Note Insurance
Policy; (g) the Pool Insurance Policy and (h) all present and future claims,
demands, causes 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 and all payments on or
under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, 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 "Trust Estate" or 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, equally and ratably without prejudice, priority or distinction, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The Indenture Trustee, as trustee on behalf of the Holders of
the Notes, and the Note Insurer acknowledges such Grant, accepts the trust under
this Indenture in accordance with the provisions hereof and agrees to perform
its duties as Indenture Trustee as required herein. The Indenture Trustee agrees
that it will hold the Note Insurance Policy and the Pool Insurance Policy in
trust and that it will hold any proceeds of any claim made upon the Note
Insurance Policy solely for the use and benefit of the Holders of the Notes in
accordance with the terms hereof and the terms of the Note Insurance Policy and
any proceeds of any claim made upon the

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Pool Insurance Policy in accordance with the terms hereof and the terms of the
Pool Insurance Policy.


                                    ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions. For all purposes of this Indenture,
except as otherwise expressly provided herein or unless the context otherwise
requires, capitalized terms not otherwise defined herein shall have the meanings
assigned to such terms in the Definitions attached hereto as Appendix A which is
incorporated by reference herein. All other capitalized terms used herein shall
have the meanings specified herein.

                  Section 1.02. Incorporation by Reference of Trust Indenture
Act. Whenever this Indenture refers to a provision of the Trust Indenture Act
(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:

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

                  "indenture trustee" or "institutional trustee" means the
         Indenture Trustee.

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

                  All other TIA terms used in this Indenture that are defined by
the TIA, defined by TIA reference to another statute or defined by Commission
rules and have the 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; and



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                  (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.



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                                   ARTICLE II

                         ORIGINAL ISSUANCE OF THE NOTES

                  Section 2.01. Form. The Class A Notes, together with the
Indenture Trustee's certificate of authentication, shall be in substantially the
form set forth in Exhibits A-1 and A-2 to this Indenture, respectively, with
such appropriate insertions, omissions, substitutions and other variations as
are required or permitted by this Indenture.

                  The Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without steel
engraved borders).

                  The terms of the Notes set forth in Exhibits A-1 through A-2
to this Indenture 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 of its Authorized Officers. 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 Issuer 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 Indenture Trustee shall upon Issuer Request authenticate
and deliver the Class A Notes for original issue in an aggregate initial
principal amount of $2,418,750,000. The Class A Notes shall have the following
Initial Note Balances:


                             CLASS         INITIAL NOTE BALANCE
                        --------------- ---------------------------
                              A-1             $1,185,762,000
                              A-2             $1,232,988,000


                  Each of the Notes shall be dated the date of its
authentication. The Notes shall be issuable as registered Notes and the Notes
shall be issuable in the minimum initial Note Balances of $25,000 and in
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 Indenture Trustee 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. [Reserved].



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                  Section 2.04. Acceptance of Interest Rate Swap Agreement and
the Swap Administration Agreement by Indenture Trustee. The Issuer hereby
directs the Indenture Trustee to execute, deliver and perform its obligations
under the Interest Rate Swap Agreement and to assign any rights to receive
payments from the Swap Provider to the Swap Administrator pursuant to the Swap
Administration Agreement and the Issuer further directs the Indenture Trustee to
execute, deliver and perform its obligations under the Swap Administration
Agreement (in its capacity as Swap Administrator) on the Closing Date and
thereafter on behalf of the Holders of the Notes. The Issuer and the Holders of
the Notes by their acceptance of such Notes acknowledge and agree that the
Indenture Trustee shall execute, deliver and perform its obligations under the
Interest Rate Swap Agreement and shall do so solely in its capacity as Indenture
Trustee and not in its individual capacity and that the Swap Administrator shall
execute, deliver and perform its obligations under the Swap Administration
Agreement and shall do so solely in its capacity as Swap Administrator and not
in its individual capacity.

                  The Indenture Trustee acknowledges receipt of the Interest
Rate Swap Agreement and the Swap Administration Agreement and declares that it
holds and will continue to hold these documents and any amendments, replacements
or supplements thereto and all other assets of the Trust Estate as Indenture
Trustee in trust for the use and benefit of all present and future Holders of
the Notes and the Note Insurer. Every provision of this Indenture affording
protection to the Indenture Trustee shall apply to the Indenture Trustee's
execution of the Interest Rate Swap Agreement and the performance of its duties
and satisfaction of its obligations thereunder and to the Swap Administrator's
execution of the Swap Administration Agreement and the performance of its duties
and satisfaction of its obligations thereunder.



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                                   ARTICLE III

                                    COVENANTS

                  Section 3.01. Collection of Payments with respect to the
Mortgage Loans. The Indenture Trustee shall establish and maintain an Eligible
Account (the "Payment Account") in which the Indenture Trustee shall deposit, on
the same day as it is received from the Master Servicer, each remittance
received by the Indenture Trustee with respect to the Mortgage Loans. The
Indenture Trustee shall make all payments of principal of and interest on the
Notes, subject to Section 3.03 as provided in Section 3.05 herein from monies on
deposit in the Payment Account.

                  Section 3.02. Maintenance of Office or Agency. The Issuer will
maintain an office or agency where, subject to satisfaction of conditions set
forth herein, Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee's agent located at c/o DTC Transfer
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041, and
notices and demands may be made or served at the Corporate Trust Office.

                  Section 3.03. Money for Payments To Be Held in Trust; Paying
Agent. As provided in Section 3.01, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the Payment
Account pursuant to Section 3.01 shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Payment Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section 3.03. The Issuer hereby appoints the Indenture Trustee
as its Paying Agent.

                  The Issuer will cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent it hereby so agrees), subject to the
provisions of this Section 3.03, 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 pay such sums to such
         Persons as herein provided;

                  (ii) give the Indenture Trustee and the Insurers notice of any
         default by the Issuer of which it has actual knowledge in the making of
         any payment required to be made with respect to the Notes;



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

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

                  (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; and

                  (vi) not commence a bankruptcy proceeding against the Issuer
         in connection with this Indenture.

                  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
Request direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

                  Subject to applicable laws with respect to escheat of funds,
any money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note (other than amounts paid
under the Note Policy or the Pool Insurance Policy) and remaining unclaimed for
one year 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 Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; PROVIDED, HOWEVER, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense and direction of the Issuer cause to be
published once, in an Authorized Newspaper published in the English language,
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 Indenture Trustee, with the written consent of the Note Insurer, so long as
no Note Insurer Default exists, may 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 monies due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

                  Section 3.04. Existence. 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



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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 Mortgage Loans and
each other instrument or agreement included in the Trust Estate.

                  Section 3.05. Payment of Principal and Interest.

                  (a) On each Payment Date, the Indenture Trustee shall make
payments to the Notes in accordance with the provisions of Section 4.01 of the
Sale and Servicing Agreement.

                  (b) Any installment of interest or principal, if any, payable
on any Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder shall have so requested at least
five Business Days prior to the related Record Date, be paid to each Holder of
record on the preceding Record Date, by wire transfer to an account specified in
writing by such Holder reasonably satisfactory to the Indenture Trustee as of
the preceding Record Date or in all other cases or if no such instructions have
been delivered to the Indenture Trustee, by check to such Noteholder mailed to
such Holder's address as it appears in the Note Register in the amount required
to be paid to such Holder on such Payment Date pursuant to such Holder's Notes;
PROVIDED, HOWEVER, that the Indenture Trustee shall not pay to such Holders any
amount required to be withheld from a payment to such Holder by the Code.

                  (c) The principal of each Note shall be due and payable in
full on the Final Stated Maturity Date for such Note. All principal payments on
the Notes shall be made to the Noteholders entitled thereto in accordance with
the Percentage Interests represented by such Notes. The Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business on
the Record Date preceding the Final Stated Maturity Date or other final Payment
Date (including any final Payment Date resulting from any redemption pursuant to
Section 8.07 hereof). Such notice shall to the extent practicable be mailed no
later than five Business Days prior to such Final Stated Maturity Date or other
final Payment Date and shall specify that payment of the principal amount and
any interest due with respect to such Note at the Final Stated Maturity Date or
other final Payment Date 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 such final payment. No interest shall accrue on the Notes on or
after the Final Stated Maturity Date or any such other final Payment Date.

                  Section 3.06. Protection of Trust Estate.

                  (a) The Issuer will from time to time prepare, execute and
deliver 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;



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                  (iii) cause the Issuer or Master Servicer to enforce any of
         the rights to the Mortgage Loans; or

                  (iv) preserve and defend title to the Trust Estate and the
         rights of the Indenture Trustee, the Note Insurer and the Noteholders
         in such Trust Estate against the claims of all persons and parties.

                  (b) Except as otherwise provided in this Indenture, the
Indenture Trustee shall not remove any portion of the Trust Estate that consists
of money or is evidenced by an instrument, certificate or other writing from the
jurisdiction in which it was held at the date of the most recent Opinion of
Counsel delivered pursuant to Section 3.07 hereof (or from the jurisdiction in
which it was held as described in the Opinion of Counsel delivered on the
Closing Date pursuant to Section 3.07(a) hereof, or if no Opinion of Counsel has
yet been delivered pursuant to Section 3.07(b) hereof, unless the Indenture
Trustee shall have first received an Opinion of Counsel to the effect that the
lien and security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such action or
actions).

                  The Issuer hereby designates the Indenture Trustee its agent
and attorney-in-fact to sign any financing statement, continuation statement or
other instrument required to be signed pursuant to this Section 3.06 upon the
Issuer's preparation thereof and delivery to the Indenture Trustee.

                  Section 3.07. Opinions as to Trust Estate.

                  (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee, the Insurers and the Owner Trustee an Opinion of Counsel
either stating that, 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 perfect and make effective the lien and first priority security
interest in the Collateral and reciting the details of such action, or stating
that, in the opinion of such counsel, no such action is necessary to make such
lien and first priority security interest effective.

                  (b) On or before April 15th in each calendar year, beginning
in 2006, the Issuer shall furnish to the Indenture Trustee and the Insurers an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to maintain the lien and first priority security interest in the
Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest in the
Collateral until December 31st in the following calendar year.



                                       9
<PAGE>


                  Section 3.08. Performance of Obligations.

                  The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate.

                  The Issuer, with the consent of the Note Insurer, so long as
no Note Insurer Default exists, 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.

                  The Issuer will not take any action or permit any action to be
taken by others which would release any Person from any of such Person's
covenants or obligations under any of the documents relating to the Mortgage
Loans or under any instrument included in the Trust Estate, or which would
result in the amendment, hypothecation, subordination, termination or discharge
of, or impair the validity or effectiveness of, any of the documents relating to
the Mortgage Loans or any such instrument, except such actions as the Master
Servicer is expressly permitted to take in the Sale and Servicing Agreement. The
Indenture Trustee may exercise the rights of the Issuer to direct the actions of
the Master Servicer pursuant to the Sale and Servicing Agreement.

                  The Issuer may retain an administrator and may enter into
contracts with other Persons for the performance of the Issuer's obligations
hereunder, and performance of such obligations by such Persons shall be deemed
to be performance of such obligations by the Issuer.

                  Section 3.09. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

                  (i) except as expressly permitted by this Indenture, sell,
         transfer, exchange or otherwise dispose of the Trust Estate, unless
         directed to do so by the Note Insurer, or the Indenture Trustee (with
         the consent of the Note Insurer, so long as no Note Insurer Default
         exists);

                  (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 Trust
         Estate;

                  (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 Trust Estate or any part thereof or any interest therein or
         the proceeds thereof or (C) permit the lien of this Indenture not to
         constitute a valid first priority security interest in the Trust
         Estate; or



                                       10
<PAGE>


                  (iv) waive or impair, or fail to assert rights under, the
         Mortgage Loans, or impair or cause to be impaired the Issuer's interest
         in the Mortgage Loans, the Mortgage Loan Purchase Agreement or in any
         Basic Document, if any such action would materially and adversely
         affect the interests of the Noteholders, the Insurers or the Swap
         Provider.

                  Section 3.10. [Reserved.]

                  Section 3.11. [Reserved.]

                  Section 3.12. Representations and Warranties Concerning the
Mortgage Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has the
benefit of the representations and warranties made by the Seller in the Mortgage
Loan Purchase Agreement concerning the Seller and the Mortgage Loans to the same
extent as though such representations and warranties were made directly to the
Indenture Trustee. If a Responsible Officer of the Indenture Trustee has actual
knowledge of any breach of any representation or warranty made by the Seller in
the Mortgage Loan Purchase Agreement, the Indenture Trustee shall promptly
notify the Seller and the Insurers of such finding and the Seller's obligation
to cure such defect or repurchase or substitute for the related Mortgage Loan.
Section 3.13. Amendments to Sale and Servicing Agreement. The Issuer covenants
with the Indenture Trustee and the Note Insurer that it will not enter into any
amendment or supplement to the Sale and Servicing Agreement without the prior
written consent of the Indenture Trustee, the Note Insurer and the Pool Insurer.

                  Section 3.14. Master Servicer as Agent and Bailee of the
Indenture Trustee. Solely for purposes of perfection under Section 9-305 of the
UCC or other similar applicable law, rule or regulation of the state in which
such property is held by the Master Servicer, the Issuer and the Indenture
Trustee hereby acknowledge that the Master Servicer is acting as bailee of the
Indenture Trustee in holding amounts on deposit in the Collection Account, as
well as its bailee in holding any Related Documents released to the Master
Servicer, and any other items constituting a part of the Trust Estate which from
time to time come into the possession of the Master Servicer. It is intended
that, by the Master Servicer's acceptance of such bailee arrangement, the
Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed to
have possession of such Related Documents, such monies and such other items for
purposes of Section 9-305 of the UCC of the state in which such property is held
by the Master Servicer. The Indenture Trustee shall not be liable with respect
to such documents, monies or items while in possession of the Master Servicer.

                  Section 3.15. Investment Company Act. The Issuer shall not
become an "investment company" or be under the "control" of an "investment
company" as such terms are defined in the Investment Company Act of 1940, as
amended (or any successor or amendatory statute), and the rules and regulations
thereunder (taking into account not only the general definition of the term
"investment company" but also any available exceptions to such general
definition); PROVIDED, HOWEVER, that the Issuer shall be in compliance with this
Section 3.15 if it shall have obtained an order exempting it from regulation as
an "investment company" so long as it is in compliance with the conditions
imposed in such order.



                                       11
<PAGE>


                  Section 3.16. Issuer May Consolidate, etc.

                  (a) The Issuer shall not consolidate or merge with or into any
other Person, unless:

                  (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States of America or any state or
         the District of Columbia and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form reasonably satisfactory to the Indenture Trustee and the Note
         Insurer, the due and punctual payment of the principal of and interest
         on all Notes, the payment of the Note Insurer Premium and the Pool
         Insurer Premium and all other amounts payable to the Insurers, the Swap
         Provider and all other amounts payable to the Indenture Trustee, the
         Insurers, the payment to the Certificate Paying Agent of all amounts
         due to the Certificateholders, and the performance or observance of
         every agreement and covenant of this Indenture on the part of the
         Issuer to be performed or observed, all as provided herein;

                  (ii) immediately after giving effect to such transaction, no
         Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer and
         the Insurers that such transaction shall not cause the rating of the
         Notes (without regard to the Note Insurance Policy) to be reduced,
         suspended or withdrawn or to be considered by either Rating Agency to
         be below investment grade;

                  (iv) the Issuer and the Insurers shall have received an
         Opinion of Counsel (and shall have delivered a copy thereof to the
         Indenture Trustee) to the effect that such transaction will not (A)
         result in a "substantial modification" of the Notes under Treasury
         Regulation section 1.1001-3, or adversely affect the status of the
         Notes as indebtedness for federal income tax purposes, or (B) if 100%
         of the Certificates are not owned by the Seller, cause the Trust to be
         subject to an entity level tax for federal income tax purposes;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken;

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such consolidation or merger and such supplemental indenture comply
         with this Article III and that all conditions precedent herein provided
         for or relating to such transaction have been complied with (including
         any filing required by the Exchange Act), and that such supplemental
         indenture is enforceable; and

                  (vii) the Note Insurer, so long as no Note Insurer Default
         exists, shall have given its prior written consent.

                  (b) The Issuer shall not convey or transfer any of its
properties or assets, including those included in the Trust Estate, to any
Person, unless:



                                       12
<PAGE>


                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer, the conveyance or transfer of
         which is hereby restricted, shall (A) be a United States citizen or a
         Person organized and existing under the laws of the United States of
         America or any state thereof, (B) expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Notes and the payment
         of the Note Insurer Premium and the Pool Insurer Premium and all other
         amounts payable to the Insurers, the Swap Provider and the performance
         or observance of every agreement and covenant of this Indenture on the
         part of the Issuer to be performed or observed, all as provided herein,
         (C) expressly agree by means of such supplemental indenture that all
         right, title and interest so conveyed or transferred shall be subject
         and subordinate to the rights of the Holders of the Notes and the Note
         Insurer, (D) unless otherwise provided in such supplemental indenture,
         expressly agree to indemnify, defend and hold harmless the Issuer, the
         Insurers and the Indenture Trustee against and from any loss, liability
         or expense arising under or related to this Indenture and the Notes and
         (E) expressly agree by means of such supplemental indenture that such
         Person (or if a group of Persons, then one specified Person) shall make
         all filings with the Commission (and any other appropriate Person)
         required by the Exchange Act in connection with the Notes;

                  (ii) immediately after giving effect to such transaction, no
         Default or Event of Default shall have occurred and be continuing;

                  (iii) the Rating Agencies shall have notified the Issuer and
         the Insurers that such transaction shall not cause the rating of the
         Notes (without regard to the Note Insurance Policy) to be reduced,
         suspended or withdrawn;

                  (iv) the Issuer and the Insurers shall have received an
         Opinion of Counsel (and shall have delivered a copy thereof to the
         Indenture Trustee) to the effect that such transaction will not (A)
         result in a "substantial modification" of the Notes under Treasury
         Regulation section 1.1001-3, or adversely affect the status of the
         Notes as indebtedness for federal income tax purposes, or (B) if 100%
         of the Certificates are not owned by the Seller, cause the Trust to be
         subject to an entity level tax for federal income tax purposes;

                  (v) any action that is necessary to maintain the lien and
         security interest created by this Indenture shall have been taken;

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel each stating that
         such conveyance or transfer and such supplemental indenture comply with
         this Article III and that all conditions precedent herein provided for
         relating to such transaction have been complied with (including any
         filing required by the Exchange Act); and

                  (vii) the Note Insurer, so long as no Note Insurer Default
         exists, shall have given its prior written consent.

                  Section 3.17. Successor or Transferee.



                                       13
<PAGE>


                  (a) Upon any consolidation or merger of the Issuer in
accordance with Section 3.16(a), the Person formed by or surviving such
consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise every right and power of, the Issuer under
this Indenture with the same effect as if such Person had been named as the
Issuer herein.

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.16(b), the Issuer will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Indenture Trustee and the Insurers of such
conveyance or transfer and approval of such transaction given by the Note
Insurer to the Indenture Trustee.

                  Section 3.18. No Other Business. The Issuer shall not engage
in any business other than financing, purchasing, owning and selling and
managing the Mortgage Loans and the issuance of the Notes and Certificates in
the manner contemplated by this Indenture and the Basic Documents and all
activities incidental thereto.

                  Section 3.19. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes under this Indenture, amounts due to the Note
Insurer under the Note Insurance Agreement, amounts due to the Pool Insurer
under the Pool Insurance Policy and amounts due to the Swap Provider under the
Interest Rate Swap Agreement.

                  Section 3.20. Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by this Indenture or the Basic Documents,
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 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 3.21. 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 3.22. Determination of Note Rate. On each Interest
Determination Date, the Indenture Trustee shall determine One-Month LIBOR and
the related Note Rate for each Class of Notes for the following Interest Accrual
Period. The establishment of One-Month LIBOR on each Interest Determination Date
by the Indenture Trustee and the Indenture Trustee's calculation of the rate of
interest applicable to each Class of Notes for the related Accrual Period shall
(in the absence of manifest error) be final and binding.

                  Section 3.23. Restricted Payments. The Issuer shall not,
directly or indirectly, (i) pay any dividend or make any distribution (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



                                       14
<PAGE>


ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; PROVIDED, HOWEVER, that the Issuer
may make, or cause to be made, (x) distributions and payments to the Owner
Trustee, the Indenture Trustee, Noteholders and the Certificateholders as
contemplated by, and to the extent funds are available for such purpose under
this Indenture and the Trust Agreement and (y) payments to the Master Servicer
pursuant to the terms of the Sale and Servicing Agreement. The Issuer will not,
directly or indirectly, make payments to or distributions from the Collection
Account except in accordance with this Indenture and the Basic Documents.

                  Section 3.24. Notice of Events of Default. The Issuer shall
give the Indenture Trustee, the Insurers and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.

                  Section 3.25. Further Instruments and Acts. Upon request of
the Indenture Trustee or the Note Insurer, the Issuer will execute and deliver
such further instruments and do such further acts as may be reasonably necessary
or proper to carry out more effectively the purpose of this Indenture.

                  Section 3.26. Statements to Noteholders. On each Payment Date,
the Indenture Trustee and the Certificate Registrar shall prepare and make
available on the Indenture Trustee's website, https://www.tss.db.com/invr (or
deliver at the recipient's option), to the Insurers, each Noteholder and
Certificateholder the most recent statement prepared by the Indenture Trustee
pursuant to Section 7.05 hereof.

                  Section 3.27. [Reserved].

                  Section 3.28. Certain Representations Regarding the Trust
Estate.

                  (a) With respect to that portion of the Collateral described
in clauses (a) through (d) of the definition of Trust Estate, the Issuer
represents to the Indenture Trustee and the Note Insurer that:

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

                  (ii) The Collateral constitutes "deposit accounts" or
         "instruments," as applicable, within the meaning of the applicable UCC.

                  (iii) The Issuer owns and has good and marketable title to the
         Collateral, free and clear of any lien, claim or encumbrance of any
         Person.

                  (iv) The Issuer has taken all steps necessary to cause the
         Indenture Trustee to become the account holder of the Collateral.



                                       15
<PAGE>


                  (v) 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 Collateral.

                  (vi) The Collateral is not in the name of any Person other
         than the Issuer or the Indenture Trustee. The Issuer has not consented
         to the bank maintaining the Collateral to comply with instructions of
         any Person other than the Indenture Trustee.

                  (b) With respect to that portion of the Collateral described
in clause [(e)], the Issuer represents to the Indenture Trustee and the Note
Insurer that:

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

                  (ii) The Collateral constitutes "general intangibles" within
         the meaning of the applicable UCC.

                  (iii) The Issuer owns and has good and marketable title to the
         Collateral, free and clear of any lien, claim or encumbrance of any
         Person.

                  (iv) 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 Collateral.

                  (c) With respect to any Collateral in which a security
interest may be perfected by filing, the Issuer has not authorized the filing
of, and is not aware of any financing statements against, the Issuer, that
include a description of collateral covering such Collateral, other than any
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.

                  (d) The Issuer has caused or will have caused, within ten
days, the filing of all appropriate financing statements in the proper filing
office in the appropriate jurisdictions under applicable law in order to perfect
the security interest in all Collateral granted to the Indenture Trustee
hereunder in which a security interest may be perfected by filing and the Issuer
will cause such security interest to be maintained. Any financing statement that
is filed in connection with this Section 3.28 shall contain a statement that a
purchase or security interest in any collateral described therein will violate
the rights of the secured party named in such financing statement.

                  (e) The foregoing representations may not be waived and shall
survive the issuance of the Notes.



                                       16
<PAGE>


                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

                  Section 4.01. The Notes. Each Class of Notes shall be
registered in the name of a nominee designated by the Depository. Beneficial
Owners will hold interests in the Notes through the book-entry facilities of the
Depository in minimum initial Note Balances of $25,000 and integral multiples of
$1 in excess thereof.

                  The Indenture Trustee may for all purposes (including the
making of payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Notes for the
purposes of exercising the rights of Holders of the Notes hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive notes for the
Notes as to which they are the Beneficial Owners. Requests and directions from,
and votes of, the Depository as Holder of the Notes shall not be deemed
inconsistent if they are made with respect to different Beneficial Owners. The
Indenture Trustee may establish a reasonable record date in connection with
solicitations of consents from or voting by Noteholders and give notice to the
Depository of such record date. Without the consent of the Issuer and the
Indenture Trustee, no Note may be transferred by the Depository except to a
successor Depository that agrees to hold such Note for the account of the
Beneficial Owners.

                  In the event the Depository Trust Company resigns or is
removed as Depository, the Indenture Trustee with the approval of the Issuer may
appoint a successor Depository. If no successor Depository has been appointed
within 30 days of the effective date of the Depository's resignation or removal,
each Beneficial Owner shall be entitled to certificates representing the Notes
it beneficially owns in the manner prescribed in Section 4.08.

                  The Notes shall, on original issue, be executed on behalf of
the Issuer by the Owner Trustee, not in its individual capacity but solely as
Owner Trustee, authenticated by the Indenture Trustee and delivered by the
Indenture Trustee to or upon the order of the Issuer.

                  Section 4.02. Registration of and Limitations on Transfer and
Exchange of Notes; Appointment of Note Registrar and Certificate.

                  The Issuer shall cause to be kept at the Corporate Trust
Office a Note Register in which, subject to such reasonable regulations as it
may prescribe, the Note Registrar shall provide for the registration of Notes
and of transfers and exchanges of Notes as herein provided.

                  Subject to the restrictions and limitations set forth below,
upon surrender for registration of transfer of any Note at the Corporate Trust
Office, the Issuer shall execute and the Note Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes in authorized initial Note Balances evidencing the same Class and
aggregate Percentage Interests.



                                       17
<PAGE>


                  Subject to the foregoing, at the option of the Noteholders,
Notes may be exchanged for other Notes of like tenor and in authorized initial
Note Balances evidencing the same Class and aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. Whenever any Notes are so surrendered for exchange, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver the Notes which
the Noteholder making the exchange is entitled to receive. Each Note presented
or surrendered for registration of transfer or exchange shall (if so required by
the Note Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing
with such signature guaranteed by a commercial bank or trust company located or
having a correspondent located in the city of New York. Notes delivered upon any
such transfer or exchange will evidence the same obligations, and will be
entitled to the same rights and privileges, as the Notes surrendered.

                  No service charge shall be made for any registration of
transfer or exchange of Notes, but the Note Registrar shall require payment of a
sum sufficient to cover any tax or governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes.

                  The Issuer hereby appoints the Indenture Trustee as (i)
Certificate Registrar to keep at its Corporate Trust Office a Certificate
Register pursuant to Section 3.09 of the Trust Agreement in which, subject to
such reasonable regulations as it may prescribe, the Certificate Registrar shall
provide for the registration of Certificates and of transfers and exchanges
thereof pursuant to Section 3.05 of the Trust Agreement and (ii) Note Registrar
under this Indenture. The Indenture Trustee hereby accepts such appointments.

                  Section 4.03. Mutilated, Destroyed, Lost or Stolen Notes. If
(i) any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by it to hold the Issuer, the Note Insurer and
the Indenture Trustee harmless, then, in the absence of notice to the Issuer,
the Note Registrar or the Indenture Trustee that such Note has been acquired by
a bona fide purchaser, and provided that the requirements of Section 8-405 of
the UCC are met, the Issuer shall execute, and upon its request the Indenture
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED,
HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer, the Note Insurer and the Indenture Trustee 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 bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer, the Note Insurer or the Indenture Trustee in
connection therewith.



                                       18
<PAGE>


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

                  Every replacement Note issued pursuant to this Section 4.03 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 4.03 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 4.04. Persons Deemed Owners. Prior to due presentment for registration
of transfer of any Note, the Issuer, the Note Insurer, the Indenture Trustee,
the Paying Agent and any agent of the Issuer, the Note Insurer 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 neither the
Issuer, the Note Insurer, the Indenture Trustee, the Paying Agent nor any agent
of the Issuer, the Note Insurer or the Indenture Trustee shall be affected by
notice to the contrary.

                  Section 4.05. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section 4.05, except as expressly
permitted by this Indenture. All cancelled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Request that they be destroyed or returned to it; PROVIDED, HOWEVER, that such
Issuer Request is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

                  Section 4.06. Book-Entry Notes. The Notes, upon original
issuance, will be issued in the form of typewritten Notes representing the
Book-Entry Notes, to be delivered to The Depository Trust Company, the initial
Depository, by, or on behalf of, the Issuer. The Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Depository, and no Beneficial Owner will receive a Definitive Note
representing such Beneficial Owner's interest in such Note, except as provided
in Section 4.08. With respect to such Notes, unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to Beneficial Owners
pursuant to Section 4.08:

                  (i) the provisions of this Section 4.06 shall be in full force
         and effect;



                                       19
<PAGE>


                  (ii) the Note Registrar, the Paying Agent and the Indenture
         Trustee shall be entitled to deal with the Depository 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
         Beneficial Owners of the Notes;

                  (iii) to the extent that the provisions of this Section 4.06
         conflict with any other provisions of this Indenture, the provisions of
         this Section 4.06 shall control;

                  (iv) the rights of Beneficial Owners shall be exercised only
         through the Depository and shall be limited to those established by law
         and agreements between such Owners of Notes and the Depository and/or
         the Depository Participants. Unless and until Definitive Notes are
         issued pursuant to Section 4.08, the initial Depository will make
         book-entry transfers among the Depository Participants and receive and
         transmit payments of principal of and interest on the Notes to such
         Depository 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 Note Balances of the Notes,
         the Depository shall be deemed to represent such percentage with
         respect to the Notes only to the extent that it has received
         instructions to such effect from Beneficial Owners and/or Depository
         Participants owning or representing, respectively, such required
         percentage of the beneficial interest in the Notes and has delivered
         such instructions to the Indenture Trustee.

                  Section 4.07. Notices to Depository. Whenever a notice or
other communication to the Note Holders is required under this Indenture, unless
and until Definitive Notes shall have been issued to Beneficial Owners pursuant
to Section 4.08, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Depository, and shall have no obligation to the Beneficial Owners.

                  Section 4.08. Definitive Notes. If (i) the Indenture Trustee
determines that the Depository is no longer willing or able to properly
discharge its responsibilities with respect to the Notes and the Indenture
Trustee is unable to locate a qualified successor or (ii) after the occurrence
of an Event of Default, Beneficial Owners of Notes representing beneficial
interests aggregating at least a majority of the Note Balances of the Notes
(with the consent of the Note Insurer, so long as no Note Insurer Default
exists) advise the Depository in writing that the continuation of a book-entry
system through the Depository is no longer in the best interests of the
Beneficial Owners, then the Depository shall notify all Beneficial Owners and
the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Beneficial Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Depository, accompanied by registration instructions,
the Issuer shall execute and the Indenture Trustee shall authenticate the
Definitive Notes in accordance with the instructions of the Depository. None of
the Issuer, the Note Registrar 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 shall recognize the Holders of the Definitive Notes
as Noteholders.



                                       20
<PAGE>


                  Section 4.09. 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
will qualify as indebtedness. The Issuer and the Indenture Trustee (in
accordance with Section 6.06 hereof), by entering into this Indenture, and each
Noteholder, by its acceptance of its Note (and each Beneficial Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness.

                  Section 4.10. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders (and the
Note Insurer as subrogee of the Class A Notes) to receive payments of principal
thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.17, 3.19
and 3.20, (v) the rights, obligations and immunities of the Indenture Trustee
hereunder (including the rights of the Indenture Trustee under Section 6.07 and
the obligations of the Indenture Trustee under Section 4.11) and (vi) the rights
of Noteholders, the Insurers and the Swap Provider as beneficiaries hereof with
respect to the property so deposited with the Indenture Trustee payable to all
or any of them, and the Indenture Trustee, on demand of and at the expense of
the Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes and shall release and
deliver the Collateral to or upon the order of the Issuer, when

                  (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 4.03 hereof 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 Indenture Trustee for cancellation; or

                  (2) all Notes not theretofore delivered to the Indenture
         Trustee for cancellation (a) have become due and payable, (b) will
         become due and payable at the Final Stated Maturity Date within one
         year, or (c) have been called for early redemption pursuant to Section
         8.07 hereof, and the Issuer, in the case of (a) or (b) above, has
         irrevocably deposited or caused to be irrevocably deposited with the
         Indenture Trustee cash or direct obligations of or obligations
         guaranteed by the United States of America (which will mature prior to
         the date such amounts are payable), in trust for such purpose, in an
         amount sufficient to pay and discharge the entire indebtedness on such
         Notes then outstanding not theretofore delivered to the Indenture
         Trustee for cancellation when due on the Final Stated Maturity Date or
         other final Payment Date, or, in the case of (c) above, the Issuer
         shall have complied with all requirements of Section 8.07 hereof,

                  (B) the Issuer has paid or caused to be paid all other sums
         payable hereunder and under the Note Insurance Agreement, the Pool
         Insurance Policy and the Interest Rate Swap Agreement; and



                                       21
<PAGE>


                  (C) the Issuer has delivered to the Indenture Trustee, the
         Insurers and the Swap Provider an Officer's Certificate and an Opinion
         of Counsel, each meeting the applicable requirements of Section 10.01
         hereof, each stating that all conditions precedent herein provided for
         relating to the satisfaction and discharge of this Indenture have been
         complied with and, if the Opinion of Counsel relates to a deposit made
         in connection with Section 4.10(A)(2)(b) above, such opinion shall
         further be to the effect that such deposit will constitute an
         "in-substance defeasance" within the meaning of Revenue Ruling 85-42,
         1985-1 C.B. 36, and in accordance therewith, the Issuer will be the
         owner of the assets deposited in trust for federal income tax purposes.

                  Section 4.11. Application of Trust Money. All monies deposited
with the Indenture Trustee pursuant to Section 4.10 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 or the
Issuer, Certificate Paying Agent as designee of the Issuer, as the Indenture
Trustee may determine, to the Holders of Notes or Certificates, the Insurers and
the Swap Provider of all sums due and to become due thereon for principal and
interest or otherwise; but such monies need not be segregated from other funds
except to the extent required herein or required by law.

                  Section 4.12. Derivative Contracts for Benefit of the
Certificates. At any time on or after the Closing Date, up to the time the
Certificates are transferred to a Secured Party, the Issuer shall have the right
to convey to the Trust Estate, solely for the benefit of the Holder of the
Certificates, a derivative contract or comparable instrument. Any such
instrument shall constitute a fully prepaid agreement. All collections, proceeds
and other amounts in respect of such an instrument shall be distributed to the
Certificates on the Payment Date following receipt thereof by the Indenture
Trustee.

                  Section 4.13. Repayment of Monies Held by Paying Agent. In
connection with the satisfaction and discharge of this Indenture with respect to
the Notes, all monies then held by any Person other than the Indenture Trustee
under the provisions of this Indenture with respect to such Notes shall, upon
demand of the Issuer, be paid to the Indenture Trustee to be held and applied
according to Section 3.05 and thereupon such Person shall be released from all
further liability with respect to such monies.

                  Section 4.14. Temporary Notes. Pending the preparation of any
Definitive Notes, the Issuer may execute and upon its written direction, the
Indenture Trustee may authenticate and make available for delivery, temporary
Notes that are printed, lithographed, typewritten, photocopied or otherwise
produced, in any denomination, substantially of the tenor of the Definitive
Notes in lieu of which they are issued and with such appropriate insertions,
omissions, substitutions and other variations as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

                  If temporary Notes are issued, the Issuer will cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of the Definitive Notes, the temporary Notes shall be exchangeable
for Definitive Notes upon surrender of the temporary Notes at the office of the
Indenture Trustee located at c/o DTC Transfer Services, 55 Water Street,
Jeanette Park Entrance, New York, New York 10041, without charge to the Holder.



                                       22
<PAGE>


Upon surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute and the Indenture Trustee shall authenticate and make available
for delivery, in exchange therefor, Definitive Notes of authorized denominations
and of like tenor, class and aggregate principal amount. Until so exchanged,
such temporary Notes shall in all respects be entitled to the same benefits
under this Indenture as Definitive Notes.

                  Section 4.15. Representation Regarding ERISA. By acquiring a
Note or interest therein, each Holder of such Note or Beneficial Owner of any
such interest will be deemed to represent that either (1) it is not acquiring
the Note with Plan Assets or (2) (A) the acquisition, holding and transfer of
such Note will not give rise to a non-exempt prohibited transaction under
Section 406 of ERISA or Section 4975 of the Code and (B) the Notes are rated
investment grade or better and such person believes that the Notes are properly
treated as indebtedness without substantial equity features for purposes of the
Department of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat
the Notes. Alternatively, regardless of the rating of the Notes, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
any Underwriter, the Depositor, the Owner Trustee, the Indenture Trustee, the
Master Servicer or any successor servicer which opines that the acquisition,
holding and transfer of such Note or interest therein is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Depositor, the Owner Trustee, any Underwriter, the
Indenture Trustee, the Master Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.



                                       23
<PAGE>


                                   ARTICLE V

                              DEFAULT AND REMEDIES

                  Section 5.01. Events of Default. The Issuer shall deliver to
the Indenture Trustee and the Insurers written notice in the form of an
Officer's Certificate, within five days after learning of the occurrence of any
event which with the giving of notice and the lapse of time would become an
Event of Default under clause (iii), (iv) or (v) of the definition of "Event of
Default," its status and what action the Issuer is taking or proposes to take
with respect thereto. The Indenture Trustee shall not be deemed to have
knowledge of any Event of Default unless a Responsible Officer has actual
knowledge thereof or unless written notice of such Event of Default is received
by a Responsible Officer and such notice references the Notes, the Trust Estate
or this Indenture.

                  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 at the written direction of either (i) the
Note Insurer so long as no Note Insurer Default exists, or (ii) the Holders of
Notes representing not less than a majority of the aggregate Note Balance of the
Notes (with the consent of the Note Insurer, so long as no Note Insurer Default
exists), together with accrued and unpaid interest thereon through the date of
acceleration shall become immediately due and payable.

                  At any time after such declaration of acceleration of maturity
with respect to an Event of Default 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 V provided, Holders of the Notes representing not
less than a majority of the aggregate Note Balance of the Notes or the Note
Insurer so long as no Note Insurer Default exists, by written notice to the
Issuer and the Indenture Trustee, may waive the related Event of Default and
rescind and annul such declaration and its consequences if

                  (i) the Note Insurer has requested in writing such waiver; or

                  (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.

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

                  (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer shall, upon demand of the Indenture
Trustee, at the direction of the Holders of a majority of the aggregate



                                       24
<PAGE>


Note Balance of the Notes (with the consent of the Note Insurer, so long as no
Note Insurer Default exists), pay to the Indenture Trustee, for the benefit of
the Holders of Notes and the Note Insurer, the whole amount then due and payable
on the Notes for principal and interest, with interest at the applicable Note
Rate upon the overdue principal, and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and 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, subject to the provisions of Section 10.16 hereof 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 or other obligor upon the Notes and collect in the manner
provided by law out of the property of the Issuer or other obligor the Notes,
wherever situated, the monies adjudged or decreed to be payable.

                  (c) If an Event of Default occurs and is continuing, the
Indenture Trustee, subject to the provisions of Section 10.16 hereof may, as
more particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Note Insurer and the
Noteholders, by such appropriate Proceedings, as directed in writing by Holders
of a majority of the aggregate Note Balance of the Notes (with the consent of
the Note Insurer, so long as no Note Insurer Default exists), 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 Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee, as directed
in writing by the Note Insurer so long as no Note Insurer Default exists or the
Holders of a majority of the aggregate Note Balance of the Notes (with the
consent of the Note Insurer, so long as no Note Insurer Default exists),
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,



                                       25
<PAGE>


         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 monies 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
         judicial 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 Indenture Trustee and, in the
         event that the Indenture Trustee shall consent to the making of
         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, and all advances made, by the Indenture Trustee
         and each predecessor Indenture Trustee.

                  (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 and the Note Insurer,
subject to Section 5.05 hereof.

                  (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.



                                       26
<PAGE>


                  Section 5.04. Remedies; Priorities.

                  (a) If an Event of Default shall have occurred and be
continuing and if an acceleration has been declared and not rescinded pursuant
to Section 5.02 hereof, the Indenture Trustee subject to the provisions of
Section 10.16 hereof may, and shall, at the written direction of either (i) the
Note Insurer, so long as no Note Insurer Default exists, or (ii) the Holders of
a majority of the aggregate Note Balance of the Notes (with the consent of the
Note Insurer, so long as no Note Insurer Default exists), do one or more of the
following (subject to Section 5.05 hereof):

                  (i) institute Proceedings in its own name and as trustee of an
         express trust for the collection of all amounts then payable on the
         Notes 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 monies adjudged
         due;

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

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

                  (iv) sell the Trust Estate 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; PROVIDED, HOWEVER, that the
         Indenture Trustee may not sell or otherwise liquidate the Trust Estate
         following an Event of Default, unless (A) the Indenture Trustee obtains
         the consent of the Holders of 100% of the aggregate Note Balance of the
         Notes, (B) the proceeds of such sale or liquidation distributable to
         the Holders of the Notes 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 that the Mortgage Loans will
         not continue to provide sufficient funds for the payment of principal
         of and interest on the applicable 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 the Holders of a majority of the
         aggregate Note Balance of the Notes (with the consent of the Note
         Insurer, so long as no Note Insurer Default exists). In determining
         such sufficiency or insufficiency with respect to clause (B) and (C),
         the Indenture Trustee may, but need not, obtain and rely upon written
         advice or an opinion (obtained at the expense of the Trust) 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 Trust Estate for such purpose. Notwithstanding the
         foregoing, so long as a Master Servicer Event of Default has not
         occurred, any sale of the Trust Estate shall be made subject to the
         continued servicing of the Mortgage Loans by the Master Servicer as
         provided in the Sale and Servicing Agreement.

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



                                       27
<PAGE>


                  (i) to the Indenture Trustee for amounts due under Section
         6.07 hereof; to the Owner Trustee for amounts due pursuant to Article
         VII of the Trust Agreement and to the Swap Provider any amounts owed
         pursuant to the Interest Rate Swap Agreement (other than Swap
         Termination Payments owed to the Swap Provider due to a Swap Provider
         Trigger Event);

                  (ii) to the Note Insurer, any premiums owed pursuant to the
         Note Insurance Agreement and to the Pool Insurer, any Pool Insurer
         Premium it is owed pursuant to the Pool Policy (other than the Deferred
         Premium) on a pro rata basis;

                  (iii) to the Noteholders for amounts due and unpaid on the
         Notes (including Interest Carryforward Amount but not including any
         Basis Risk Shortfalls) with respect to interest, concurrently, to the
         Holders of each Class of Class A Notes, on a PRO RATA basis based on
         the entitlement of each such Class;

                  (iv) to the Noteholders for amounts due and unpaid on the
         Notes with respect to principal, concurrently, to the Holders of each
         Class of Class A Notes, on a PRO RATA basis based on the Note Balance
         of each such Class, until the Note Balance of each such Class is
         reduced to zero;

                  (v) to the Note Insurer, any other amounts owed pursuant to
         the Note Insurance Agreement;

                  (vi) to the Pool Insurer, any other amounts owed to the Pool
         Insurer under the Pool Policy (other than the Deferred Premium)

                  (vii) to the Noteholders for amounts due and unpaid on the
         Notes with respect to any related Basis Risk Shortfalls, concurrently,
         to the Holders of each Class of Class A Notes, on a PRO RATA basis
         based on the Basis Risk Shortfalls for each such Class;

                  (viii) to the Pool Insurer, the Deferred Premium;

                  (ix) to the Swap Provider, any Swap Termination Payment owed
         triggered by a Swap Provider Trigger Event; and

                  (x) to the payment of the remainder, if any to the
         Certificate Paying Agent on behalf of the Issuer or to any other person
         legally entitled thereto.

                  The Indenture Trustee may fix a record date and Payment Date
for any payment to Noteholders pursuant to this Section 5.04. At least 15 days
before such record date, the Indenture Trustee shall mail to each Noteholder a
notice that states the record date, the Payment Date and the amount to be paid.

                  Section 5.05. Optional Preservation of the Trust Estate. 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, with the consent of the Note
Insurer, and shall, at the direction of the Note Insurer, in each case, so long
as no Note Insurer Default exists, elect to take and maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes and other obligations of the Issuer and the Indenture
Trustee shall take such desire into account when determining



                                       28
<PAGE>


whether or not to take and maintain possession of the Trust Estate. In
determining whether and how to take and maintain possession of the Trust Estate,
the Indenture Trustee may, but need not, obtain and rely upon the written advice
or 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 Trust Estate for such purpose.

                  Section 5.06. Limitation of Suits. No Holder of any Note shall
have any right to institute any Proceeding, judicial or otherwise, with respect
to this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless and subject to the provisions of Section 10.16
hereof

                  (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 aggregate Note
         Balance of the Notes (with the consent of the Note Insurer, so long as
         no Note Insurer Default exists) have made a 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 of request and offer of indemnity has failed to institute
         such Proceedings;

                  (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 Note Balances of the Notes (with the
         consent of the Note Insurer, so long as no Note Insurer Default
         exists); and

                  (vi) the Note Insurer consents to such Noteholder's
         instituting any proceeding with respect to the Indenture Trustee.

                  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.

                  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 and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of such Holder.



                                       29
<PAGE>


                  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, the Note Insurer or to such Noteholder, then and in every such case the
Issuer, the Indenture Trustee, the Note Insurer and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Indenture Trustee, the Note Insurer and the Noteholders shall
continue as though no such Proceeding had been instituted.

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

                  Section 5.10. Delay or Omission Not a Waiver. No delay or
omission of the Indenture Trustee, the Note Insurer or any Holder of any Note to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee, the Note Insurer 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. The Note Insurer, unless a Note Insurer
Default exists or the Holders of a majority of the aggregate Note Balance of
Notes if a Note Insurer Default exists, 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) if a Note Insurer Default exists, any direction to the
         Indenture Trustee to sell or liquidate the Trust Estate shall be by
         Holders of Notes representing not less than 100% of the Note Balances
         of the Notes;

                  (iii) the Indenture Trustee has been provided with indemnity
         satisfactory to it; and

                  (iv) if a Note Insurer Default exists, the Indenture Trustee
         may take any other action deemed proper by the Indenture Trustee that
         is not inconsistent with such direction of the Holders of Notes
         representing a majority of the Note Balances of the Notes.

                  Notwithstanding the rights of Noteholders set forth in this
Section 5.11 the Indenture Trustee need not take any action that it determines
might involve it in liability.



                                       30
<PAGE>


                  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 hereof, the Note Insurer, the Holders of Notes representing not
less than a majority of the aggregate Note Balance of the Notes (with the
consent of the Note Insurer, so long as no Note Insurer Default exists) may
waive any past Event of Default and its consequences except an Event of Default
(a) with respect to 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, the Note Insurer and the Holders of
the Notes shall be restored to their former positions and rights hereunder,
respectively, but no such waiver shall extend to any subsequent or other Event
of Default or impair any right consequent thereto.

                  Upon any such waiver, 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
Event of Default or impair any right consequent thereto.

                  Section 5.13. Undertaking for Costs. All parties to this
Indenture agree, and each Holder of any Note and each Beneficial Owner of any
interest therein by such Holder's or Beneficial Owner'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 5.13 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 Note
Balances 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.

                  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
shall 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.

                  Section 5.15. Sale of Trust Estate.

                  (a) The power to effect any sale or other disposition (a
"Sale") of any portion of the Trust Estate pursuant to Section 5.04 hereof is
expressly subject to the provisions of Section 5.05 hereof and this Section
5.15. The power to effect any such Sale shall not be exhausted by any one or
more Sales as to any portion of the Trust Estate remaining unsold, but



                                       31
<PAGE>


shall continue unimpaired until the entire Trust Estate shall have been sold or
all amounts payable on the Notes and under this Indenture shall have been paid.
The Indenture Trustee, at the direction of or with the consent of the Note
Insurer, so long as no Note Insurer Default exists, may from time to time
postpone any public Sale by public announcement made at the time and place of
such Sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any Sale.

                  (b) The Indenture Trustee shall not in any private Sale sell
the Trust Estate, or any portion thereof, unless

                  (i) the Note Insurer (except in the case of a Note Insurer
         Default, in which case, the Holders of all Notes) consents to or
         directs the Indenture Trustee to make, such Sale, or

                  (ii) the proceeds of such Sale would be not less than the
         entire amount which would be payable to the Noteholders under the
         Notes, to the Note Insurer under the Note Insurance Agreement, to the
         Swap Provider under the Interest Rate Swap Agreement and to the Pool
         Insurer (but only to the extent of the Pool Insurer Premium owed to the
         Pool Insurer), in full payment thereof in accordance with Section 5.02
         hereof, on the Payment Date next succeeding the date of such Sale, or

                  (iii) the Indenture Trustee determines that the conditions for
         retention of the Trust Estate set forth in Section 5.05 hereof cannot
         be satisfied (in making any determination under this Section 5.15, the
         Indenture Trustee may rely upon written advice or an opinion of an
         Independent investment banking firm obtained and delivered as provided
         in Section 5.05 hereof), the Holders of Notes representing at least
         100% of the Note Balances of the Notes consent to such Sale.

                  The purchase by the Indenture Trustee of all or any portion of
the Trust Estate at a private Sale shall not be deemed a Sale or other
disposition thereof for purposes of this Section 5.15(b).

                  (c) [Reserved].

                  (d) In connection with a Sale of all or any portion of the
Trust Estate,

                  (i) any Holder or Holders of Notes may bid for and purchase
         the property offered for sale, and upon compliance with the terms of
         sale may hold, retain and possess and dispose of such property, without
         further accountability, and may, in paying the purchase money therefor,
         deliver any Notes or claims for interest thereon in lieu of cash up to
         the amount which shall, upon distribution of the net proceeds of such
         sale, be payable thereon, and such Notes, in case the amounts so
         payable thereon shall be less than the amount due thereon, shall be
         returned to the Holders thereof after being appropriately stamped to
         show such partial payment;

                  (ii) the Indenture Trustee, with the consent of the Note
         Insurer so long as no Note Insurer Default exists, may bid for and
         acquire the property offered for Sale in connection with any Sale
         thereof, and, subject to any requirements of, and to the extent



                                       32
<PAGE>


         permitted by, applicable law in connection therewith, may purchase all
         or any portion of the Trust Estate in a private sale, and, in lieu of
         paying cash therefor, may make settlement for the purchase price by
         crediting the gross Sale price against the sum of (A) the amount which
         would be payable to the Holders of the Notes and Holders of
         Certificates on the Payment Date next succeeding the date of such Sale
         and (B) the expenses of the Sale and of any Proceedings in connection
         therewith which are reimbursable to it, without being required to
         produce the Notes in order to complete any such Sale or in order for
         the net Sale price to be credited against such Notes, and any property
         so acquired by the Indenture Trustee shall be held and dealt with by it
         in accordance with the provisions of this Indenture;

                  (iii) the Indenture Trustee shall execute and deliver an
         appropriate instrument of conveyance, prepared by the Issuer and
         satisfactory to the Indenture Trustee, transferring its interest in any
         portion of the Trust Estate in connection with a Sale thereof;

                  (iv) the Indenture Trustee is hereby irrevocably appointed the
         agent and attorney-in-fact of the Issuer to transfer and convey its
         interest in any portion of the Trust Estate in connection with a Sale
         thereof, and to take all action necessary to effect such Sale; and

                  (v) no purchaser or transferee at such a Sale 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.

                  Section 5.16. 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 Trust
Estate or upon any of the assets of the Issuer. Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.04(b)
hereof.

                  Section 5.17. Performance and Enforcement of Certain
Obligations.

                  (a) Promptly following a request from the Indenture Trustee to
do so, the Issuer in its capacity as holder of the Mortgage Loans, shall take
all such lawful action as the Indenture Trustee or the Note Insurer (so long as
no Note Insurer Default exists) may request to cause the Issuer to compel or
secure the performance and observance by the Seller of its obligations to the
Issuer under or in connection with the Mortgage Loan Purchase Agreement and 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 Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement
to the extent and in the manner directed by the Indenture Trustee, with the
consent of the Note Insurer so long as no Note Insurer Default exists, as
pledgee of the Mortgage Loans, including the transmission of notices of default
on the part of the Seller or the Master Servicer thereunder and the institution
of legal or



                                       33
<PAGE>


administrative actions or proceedings to compel or secure performance by the
Seller or the Master Servicer of each of their obligations under the Mortgage
Loan Purchase Agreement and the Sale and Servicing Agreement.

                  (b) The Indenture Trustee, as pledgee of the Mortgage Loans,
subject to the rights of the Note Insurer under this Indenture and the Sale and
Servicing Agreement, may, and at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the Note
Insurer or if a Note Insurer Default exists, the Holders of 66-2/3% of the Note
Balances of the Notes, shall exercise all rights, remedies, powers, privileges
and claims of the Issuer against the Seller or the Master Servicer under or in
connection with the Mortgage Loan Purchase Agreement and the Sale and Servicing
Agreement, including the right or power to take any action to compel or secure
performance or observance by the Seller or the Master Servicer, as the case may
be, of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Mortgage Loan Purchase Agreement and the Sale and Servicing Agreement, as the
case may be, and any right of the Issuer to take such action shall not be
suspended.



                                       34
<PAGE>


                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

                  Section 6.01. Duties of Indenture Trustee.

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

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

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

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

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

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

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

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it from (A) Noteholders or from the
         Issuer, which they are entitled to give under the Basic Documents or
         (B) from the Note Insurer, which it is entitled to give under the Basic
         Documents.

                  (d) The Indenture Trustee shall not be liable for interest on
any money received by it.

                  (e) Money held in trust by the Indenture Trustee need not be
segregated from other trust funds except to the extent required by law or the
terms of this Indenture or the Trust Agreement.



                                       35
<PAGE>


                  (f) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable grounds to believe that
repayment of such funds or indemnity satisfactory to it against such risk or
liability is not reasonably assured to it.

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

                  (h) The Indenture Trustee shall act in accordance with
Sections 6.03 of the Sale and Servicing Agreement and shall act as successor to
the Master Servicer or appoint a successor Master Servicer in accordance with
Section 6.02 of the Sale and Servicing Agreement.

                  (i) In order to comply with its duties under U.S.A. Patriot
Act, the Indenture Trustee shall obtain and verify certain information and
documentation from the other parties hereto, including, but not limited to, such
party's name, address, and other indentifying information.

                  Section 6.02. Rights of Indenture Trustee.

                  (a) The Indenture Trustee may conclusively rely on, and shall
be fully protected from acting or refraining from acting upon, any document
believed by it to be genuine and to have been signed or presented by the proper
person. The Indenture Trustee need not investigate any fact or matter stated in
the document.

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

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

                  (d) The Indenture Trustee may consult with counsel, and the
advice or Opinion of Counsel with respect to legal matters relating to the Basic
Documents 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 or in connection herewith in good faith and in accordance with the
advice or opinion of such counsel.

                  (e) The Indenture Trustee may execute any of the trusts or
powers hereunder or perform any duties hereunder, either directly or by or
through agents, attorneys, custodians or nominees appointed with due care, and
shall not be responsible for any willful misconduct or negligence on the part of
any agent, attorney, custodian or nominee so appointed.



                                       36
<PAGE>


                  (f) The Indenture Trustee or its Affiliates are permitted to
receive additional compensation that could be deemed to be in the Indenture
Trustee's economic self-interest for (i) serving as investment adviser,
administrator, shareholder, servicing agent, custodian or sub-custodian with
respect to certain of the Permitted Investments, (ii) using Affiliates to effect
transactions in certain Permitted Investments and (iii) effecting transactions
in certain Permitted Investments. Such compensation shall not be considered an
amount that is reimbursable or payable to the Indenture Trustee (i) as part of
the Indenture Trustee Fee, (ii) pursuant to Sections 3.05(d), 3.05(h), 5.04(b),
6.07 or 8.02(c) hereunder or (iii) out of the Available Funds.

                  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, subject to
the requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Sections 6.11 and 6.12 hereof.

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

                  Section 6.05. Notice of Event of Default. Subject to Section
5.01, the Indenture Trustee shall promptly mail to each Noteholder and the
Insurers notice of the Event of Default after it is actually known to a
Responsible Officer of the Indenture Trustee, unless such Event of Default shall
have been waived or cured. Except in the case of an Event of Default in payment
of principal of or interest on any Note, the Indenture Trustee may withhold the
notice if and so long as it in good faith determines that withholding the notice
is in the interests of Noteholders.

                  Section 6.06. Reports by Indenture Trustee to Holders and Tax
Administration.

                  The Indenture Trustee shall deliver to each Noteholder such
information as may be required to enable such holder to prepare its federal and
state income tax returns. The Indenture Trustee shall prepare and file (or cause
to be prepared and filed), on behalf of the Owner Trustee or the Issuer, all tax
returns (if any) and information reports, tax elections and such annual or other
reports of the Issuer as are necessary for preparation of tax returns and
information reports as provided in Section 5.03 of the Trust Agreement,
including without limitation Form 1099. All tax returns and information reports
shall be signed by the Owner Trustee as provided in Section 5.03 of the Trust
Agreement.

                  Section 6.07. Compensation and Indemnity. The Indenture
Trustee shall withdraw from the Payment Account on each Payment Date and pay to
itself the Indenture Trustee Fee. The Indenture Trustee's compensation shall not
be limited by any law on compensation of a trustee of an express trust. In
addition, the Indenture Trustee shall withdraw from the Payment Account on each
Payment Date and pay to the Owner Trustee the Owner Trustee Fee and its
Expenses.



                                       37
<PAGE>


                  The Issuer shall reimburse the Indenture Trustee (including in
its capacity as Swap Administrator) and the Owner Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to compensation for its services. Such expenses shall include
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's or the Owner Trustee's agents, counsel, accountants and
experts. The Issuer shall indemnify the Indenture Trustee (including in its
capacity as Swap Administrator), the Note Insurer and the Pool Insurer and hold
it harmless against any and all claim, tax, penalty, loss, liability or expense
(including attorneys' fees and expenses) of any kind whatsoever incurred by it
in connection with the administration of this Trust and the performance of its
duties under any of the Basic Documents. The Indenture Trustee shall notify the
Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee, the Note Insurer or the Pool Insurer to so notify the Issuer
shall not relieve the Issuer of its obligations hereunder. The Issuer shall
defend any such claim, and the Indenture Trustee may have separate counsel and
the Issuer shall pay the fees and expenses of such counsel. The Issuer is not
obligated to reimburse any expense or indemnify against any loss, liability or
expense incurred by the Indenture Trustee, the Note Insurer or the Pool Insurer
through their own willful misconduct, negligence or bad faith.

                  The Issuer's payment obligations to the Indenture Trustee, the
Note Insurer, the Owner Trustee and the Pool Insurer pursuant to this Section
6.07 shall survive the discharge of this Indenture and the termination or
resignation of the Indenture Trustee. When the Indenture Trustee, Note Insurer,
the Owner Trustee or the Pool Insurer incurs expenses after the occurrence of an
Event of Default with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

                  Section 6.08. Replacement of Indenture Trustee. No resignation
or removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee
may resign at any time by so notifying the Issuer, the Insurers and the Swap
Provider. The Note Insurer or, if a Note Insurer Default exists, the Holders of
a majority of Note Balances of the Notes may remove the Indenture Trustee by so
notifying the Indenture Trustee and may appoint a successor Indenture Trustee.
The Issuer shall (with the consent of the Note Insurer, so long as no Note
Insurer Default exists), remove the Indenture Trustee if:

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

                  (ii) the Indenture Trustee is adjudged a 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.

                  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



                                       38
<PAGE>


herein as the retiring Indenture Trustee), the Issuer shall (with the consent of
the Note Insurer, so long as no Note Insurer Default exists), promptly appoint a
successor Indenture Trustee.

                  A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee, the Swap
Provider, the Insurers and the Issuer. Thereupon, the resignation or removal of
the retiring Indenture Trustee shall become effective, and the successor
Indenture Trustee shall have all the rights, powers and duties of the Indenture
Trustee under this Indenture. The successor Indenture Trustee shall mail a
notice of its succession to Noteholders. The retiring Indenture Trustee shall
promptly transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

                  If a successor Indenture Trustee does not take office within
30 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer, the Note Insurer or the Holders of a majority of
Note Balances of the Notes (with the consent of the Note Insurer, so long as no
Note Insurer Default exists) may petition any court of competent jurisdiction
for the appointment of a successor Indenture Trustee.

                  Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's obligations under Section 6.07 shall
continue for the benefit of the retiring Indenture Trustee.

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

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

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

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust Estate 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 Estate, and to
vest in such



                                       39
<PAGE>


Person or Persons, in such capacity and for the benefit of the Noteholders and
the Note Insurer, such title to the Trust Estate, or any part hereof, and,
subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee or the Note Insurer 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 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 Trust Estate or
         any portion thereof in any such jurisdiction) shall be exercised and
         performed singly by such separate trustee or co-trustee, but solely at
         the direction of the Indenture Trustee;

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

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

                  (c) Any notice, request or other writing given to the
Indenture Trustee shall be deemed to have been given to each of the then
separate trustees and co-trustees, as effectively as if given to each of them.
Every instrument appointing any separate trustee or co-trustee shall refer to
this Indenture and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, 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 satisfy the requirements of TIA ss. 310(a). The
Indenture Trustee shall have a combined



                                       40
<PAGE>


capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and it or its parent shall have a long-term
debt rating of "Baa3" or better by Moody's and "BBB" or better by S&P, Fitch and
DBRS. The Indenture Trustee shall comply with TIA ss. 310(b), including the
optional provision permitted by the second sentence of TIA ss. 310(b)(9);
PROVIDED, HOWEVER, that there shall be excluded from the operation of TIA ss.
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 ss.
310(b)(1) are met.

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

                  Section 6.13. Representations and Warranties. The Indenture
Trustee hereby represents that:

                  (i) It is a national banking association duly organized,
         validly existing and in good standing under the laws of the United
         States.

                  (ii) The execution and delivery of this Indenture by it, and
         the performance and compliance with the terms of this Indenture by it,
         will not violate its charter or bylaws.

                  (iii) It has the full power and authority to enter into and
         consummate all transactions contemplated by this Indenture has duly
         authorized the execution, delivery and performance of this Indenture,
         and has duly executed and delivered this Indenture.

                  (iv) This Indenture, assuming due authorization, execution and
         delivery by the Issuer, constitutes a valid, legal and binding
         obligation of it, enforceable against it in accordance with the terms
         hereof, subject to (A) applicable bankruptcy, insolvency, receivership,
         reorganization, moratorium and other laws affecting the enforcement of
         creditors' rights generally, and (B) general principles of equity,
         regardless of whether such enforcement is considered in a proceeding in
         equity or at law.

                  (v) The Indenture Trustee is a "securities intermediary," as
         such term is defined in Section 8-102(a)(14)(B) of the New York UCC,
         that in the ordinary course of its business maintains "securities
         accounts" for others, as such term is used in Section 8-501 of the New
         York UCC. The local law of jurisdiction of the Indenture Trustee as
         securities intermediary shall be the State of New York.

                  Section 6.14. Directions to Indenture Trustee. The Indenture
Trustee is hereby directed:

                  (i) to accept the pledge of the Mortgage Loans and hold the
         assets of the Trust Estate in trust for the Noteholders;



                                       41
<PAGE>


                  (ii) to authenticate and deliver the Notes substantially in
         the form prescribed by Exhibits A-1 through A-2 to this Indenture in
         accordance with the terms of this Indenture; and

                  (iii) to take all other actions as shall be required to be
         taken by the terms of this Indenture.

                  Section 6.15. The Agents. The provisions of this Indenture
relating to the limitations of the Indenture Trustee's liability and to its
indemnity, rights and protections shall inure also to the Paying Agent and Note
Registrar.



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<PAGE>


                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

                  Section 7.01. Issuer To Furnish Indenture Trustee Names and
Addresses of Noteholders.

                  The Issuer will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five days after each Record Date, a list, in
such form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of Notes as of such Record Date, (b) at such other
times as the Indenture Trustee may request in writing, within 30 days after
receipt by the Issuer of any such request, a list of similar form and content as
of a date not more than 10 days prior to the time such list is furnished;
PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Note Registrar,
no such list shall be required to be furnished to the Indenture Trustee.

                  Section 7.02. Preservation of Information; Communications to
Noteholders.

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

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

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

                  Section 7.03. Reports of Issuer.

                  (a) Subject to Section 4.02 of the Sale and Servicing
Agreement,

                  (i) The Indenture Trustee shall file with the Commission on
         behalf of the Issuer, with a copy to the Issuer and the Insurers within
         15 days before the Issuer is required to file the same with the
         Commission, the annual reports and the information, documents and other
         reports (or such portions of any of the foregoing as the Commission may
         from time to time by rules and regulations prescribe) that the Issuer
         may be required to file with the Commission pursuant to Section 13 or
         15(d) of the Exchange Act;

                  (ii) The Indenture Trustee shall file with the Commission, on
         behalf of the Issuer, in accordance with rules and regulations
         prescribed from time to time by the Commission such additional
         information, documents and reports with respect to



                                       43
<PAGE>


         compliance by the Issuer with the conditions and covenants of this
         Indenture as may be required from time to time by such rules and
         regulations; and

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

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

                  Section 7.04. Reports by Indenture Trustee. If required by TIA
ss. 313(a), within 60 days after each January 30th beginning with March 31,
2006, the Indenture Trustee shall mail to each Noteholder and the Insurers as
required by TIA ss. 313(c) a brief report dated as of such date that complies
with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA ss.
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 via
EDGAR and each stock 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 stock
exchange.

                  Section 7.05. Statements to Noteholders.

                  (a) On each Payment Date, the Indenture Trustee shall prepare
and make available to each Holder of the Class A Notes and the Insurers, a
statement as to the payments made on such Payment Date in accordance with
Section 4.02 of the Sale and Servicing Agreement.



                                       44
<PAGE>


                                  ARTICLE VIII

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

                  Section 8.02. Trust Accounts.

                  (a) On or prior to the Closing Date, the Issuer shall cause
the Indenture Trustee to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders and the Note Insurer, the Payment
Account as provided in Section 3.01 hereof.

                  (b) On each Payment Date, the Indenture Trustee shall pay
itself the Indenture Trustee Fee and any expenses owing to it for such Payment
Date and shall pay the Owner Trustee the Owner Trustee Fee and its Expenses, and
then the Indenture Trustee shall pay all remaining amounts on deposit in the
Payment Account to the Noteholders in respect of the Notes and to such other
persons in the order of priority set forth in Section 3.05 hereof (except as
otherwise provided in Section 5.04(b) hereof).

                  (c) Pursuant to Section 3.06 of the Sale and Servicing
Agreement, funds in the Payment Account shall remain uninvested unless the
Indenture Trustee is otherwise directed by the Master Servicer in Section 3.06
of the Sale and Servicing Agreement.

                  Section 8.03. Officer's Certificate. The Indenture Trustee
shall receive at least seven Business Days' notice when requested by the Issuer
to take any action pursuant to Section 8.05(a) hereof, accompanied by copies of
any instruments to be executed, and the Indenture Trustee shall also require, as
a condition to such action, an Officer's Certificate, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with.

                  Section 8.04. Termination Upon Distribution to Noteholders.
This Indenture and the respective obligations and responsibilities of the Issuer
and the Indenture Trustee created hereby shall terminate upon the payment to
Noteholders, the Note Insurer, the Pool Insurer, the Swap Provider, the
Certificate Paying Agent on behalf of the Owner Trustee, the Certificateholders
and the Indenture Trustee of all amounts required to be paid pursuant to



                                       45
<PAGE>


Article III; PROVIDED, HOWEVER, that in no event shall the trust created hereby
continue beyond the expiration of 21 years from the death of the survivor of the
descendants of Joseph P. Kennedy, the late ambassador of the United States to
the Court of St. James, living on the date hereof.

                  Section 8.05. Release of Trust Estate.

                  (a) Subject to the payment of its fees and expenses, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture,
including for the purposes of any repurchase by the Master Servicer of a
Mortgage Loan pursuant to Section 3.16 of the Sale and Servicing Agreement. No
party relying upon an instrument executed by the Indenture Trustee as provided
in Article VIII hereunder 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 (i) there are
no Notes Outstanding, (ii) all sums due to the Indenture Trustee pursuant to
this Indenture have been paid, (iii) all sums due to the Note Insurer and the
Pool Insurer have been paid and (iii) all sums due to the Swap Provider have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture.

                  (c) The Indenture Trustee shall release property from the lien
of this Indenture pursuant to this Section 8.05 only upon consent from the Note
Insurer, so long as no Note Insurer Default exists, and receipt of a request
from the Issuer accompanied by an Officers' Certificate and an Opinion of
Counsel stating that all applicable requirements have been satisfied.

                  Section 8.06. Surrender of Notes Upon Final Payment. By
acceptance of any Note, the Holder thereof agrees to surrender such Note to the
Indenture Trustee promptly, prior to such Noteholder's receipt of the final
payment thereon.

                  Section 8.07. Optional Redemption of the Notes.

                  (a) The Seller shall have the option to redeem the Notes in
whole, but not in part, on any Payment Date on or after the Payment Date on
which the aggregate Stated Principal Balance of the Mortgage Loans as of the end
of the prior Due Period is less than or equal to 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of Cut-off Date, provided that (i)
the consent of the Note Insurer will be required if such Optional Redemption
will cause a claim under the Note Policy or if any amount owed to the Note
Insurer will not be fully reimbursed after the redemption and (ii) the consent
of the Pool Insurer will be required if any amount owed to the Pool Insurer will
not be fully paid or reimbursed after the Option Redemption. The aggregate
redemption price for the Notes will be equal to the greater of (i) the Stated
Principal Balance of the Mortgage Loans and the appraised value of any REO
Properties, such appraisal to be conducted by an Independent appraiser mutually
agreed upon by the Seller and the Indenture Trustee in their reasonable
discretion and (ii) the fair market value of the Mortgage Loans and the REO
Properties (as determined by the Seller and, to the extent that a Class of Class
A Notes will not receive all amounts owed to it as a result of the redemption,
the



                                       46
<PAGE>


Indenture Trustee (it being understood and agreed that any determination by the
Indenture Trustee shall be made solely in reliance on an appraisal by an
Independent appraiser as provided above), in each case plus accrued and unpaid
interest thereon at the weighted average of the Mortgage Rates through the end
of the Due Period preceding the final Payment Date plus unreimbursed Servicing
Advances, P&I Advances, any unpaid Servicing Fees allocable to such Mortgage
Loans and REO Properties and any accrued and unpaid Basis Risk Shortfalls,
amounts sufficient to pay all amounts owing to the Note Insurer, the Pool
Insurer and the Swap Provider (the "Redemption Price"). If the determination of
the fair market value of the Mortgage Loans and REO Properties shall be required
to be made by the Seller and an Independent appraiser as provided above, (A)
such appraisal shall be obtained at no expense to the Indenture Trustee and (B)
the Indenture Trustee may conclusively rely on, and shall be protected in
relying on, such appraisal.

                  (b) In order to exercise the foregoing option, the Seller
shall provide written notice of its exercise of such option to the Indenture
Trustee, the Insurers and the Owner Trustee at least 15 days prior to its
exercise. Following receipt of the notice, the Indenture Trustee shall provide
notice to the Noteholders of the final payment on the Notes. In addition, the
Seller shall, not less than one Business Day prior to the proposed Payment Date
on which such redemption is to be made, deposit the aggregate redemption price
specified in (a) above with the Indenture Trustee, who shall deposit the
aggregate redemption price into the Payment Account and shall, on the Payment
Date after receipt of the funds, apply such funds to make final payments of
principal and interest on the Notes in accordance with Section 3.05(b) and (c)
hereof and payment in full to the Indenture Trustee, the Note Insurer, the Pool
Insurer and the Swap Provider, and this Indenture shall be discharged subject to
the provisions of Section 4.10 hereof. If for any reason the amount deposited by
the Seller is not sufficient to make such redemption or such redemption cannot
be completed for any reason, the amount so deposited by the Seller with the
Indenture Trustee shall be immediately returned to the Seller in full and shall
not be used for any other purpose or be deemed to be part of the Trust Estate.

                  (c) Notwithstanding the foregoing, in the event that the
Seller does not exercise the Optional Redemption pursuant to Section 8.07(a),
the Note Insurer shall have the right to redeem the Notes in whole, but not in
part and the Redemption Price paid by the Note Insurer shall be computed in the
same manner as Section 8.07(a) above, provided, however, that any amounts owed
to the Note Insurer may be waived in such calculation and any amounts owed to
the Pool Insurer as part of such calculation shall be limited to any Pool
Insurer Premiums owed to the Pool Insurer as of such Payment Date, with interest
thereon and in no event shall such amount include the Deferred Premium or other
amounts owed the Pool Insurer under the Pool Policy. The right of the Note
Insurer to redeem the Notes pursuant to this Section shall require the consent
of the Pool Insurer in the event (x) the exercise of such right by the Note
Insurer shall materially and adversely affect the Pool Insurer and (y) the Pool
Insurer, based on its reasonable calculation, provides the Note Insurer with
evidence that not exercising the right to redeem the Notes will lead to a
greater recovery of amounts owed to the Pool Insurer. The consent of the Pool
Insurer shall no longer be required in the event that not exercising such right
would lead to a claim under the Note Insurance Policy.



                                       47
<PAGE>


                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  Section 9.01. Supplemental Indentures Without Consent of
Noteholders.

                  (a) Without the consent of the Holders of any Notes but with
prior written consent of the Note Insurer and prior notice to the Rating
Agencies, the Issuer, the Pool Insurer and the Indenture Trustee, when
authorized by an Issuer Request, 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 TIA as in force at the date of the execution thereof), in form
satisfactory to the Indenture Trustee, for any of the following purposes:

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

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

                  (iii) to add to the covenants of the Issuer, for the benefit
         of the Holders of the Notes and the Note Insurer, the Pool Insurer or
         the Swap Provider or to surrender any right or power herein conferred
         upon the Issuer;

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

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture that may be
         inconsistent with any other provision herein or in any supplemental
         indenture;

                  (vi) to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided, that such action (as evidenced by either (i) an
         Opinion of Counsel delivered to the Master Servicer and the Indenture
         Trustee or (ii) confirmation from the Rating Agencies that such
         amendment will not result in the reduction or withdrawal of the rating
         of any Class of Notes) shall not materially and adversely affect the
         interests of the Holders of the Notes, the Note Insurer, the Pool
         Insurer or the Swap Provider;

                  (vii) 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 VI hereof; or



                                       48
<PAGE>


                  (viii) 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 any supplemental indenture which would have a material
adverse effect on the rights of the Pool Insurer shall require the consent of
the Pool Insurer; and that any supplemental indenture which would have an
adverse effect on the rights of the Swap Provider shall require the consent of
the Swap Provider; and

PROVIDED, FURTHER, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability of any such indenture supplement and to the effect that (i) such
indenture supplement is permitted hereunder and (ii) entering into such
indenture supplement will not result in a "substantial modification" of the
Notes under Treasury Regulation Section 1.1001-3 or adversely affect the status
of the Notes as indebtedness for federal income tax purposes.

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

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Request, may, also without the consent of any of the Holders of the
Notes and prior written consent of the Note Insurer and prior notice to the
Rating Agencies and the Pool Insurer, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that such action as evidenced by an Opinion of
Counsel, (i) is permitted by this Indenture, and shall not (ii) adversely affect
in any material respect the interests of any Noteholder (which may be evidenced
by confirmation from the Rating Agencies that such amendment will not result in
the reduction or withdrawal of the rating of any Class of Notes) or (iii) if
100% of the Certificates are not owned by the Seller, cause the Issuer to be
subject to an entity level tax for federal income tax purposes and PROVIDED,
FURTHER, that any supplemental indenture which would have an adverse effect on
the rights of the Pool Insurer shall require the consent of the Pool Insurer.

                  Section 9.02. Supplemental Indentures With Consent of
Noteholders. The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, also may, with prior notice to the Rating Agencies and, with the
consent of the Holders of not less than a majority of the Note Balance of each
Class of Notes affected thereby (with the consent of the Note Insurer, so long
as no Note Insurer Default exists), by Act (as defined in Section 10.03 hereof)
of such Holders delivered to the Issuer and the Indenture Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; PROVIDED, HOWEVER, that no such supplemental
indenture shall, without the consent of the Holder of each Note affected
thereby:



                                       49
<PAGE>


                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof or
         the interest rate thereon, change the provisions of this Indenture
         relating to the application of collections on, or the proceeds of the
         sale of, the Trust Estate to payment of principal of or interest on the
         Notes, or change any place of payment where, or the coin or currency in
         which, any Note or the interest thereon is payable, or impair the right
         to institute suit for the enforcement of the provisions of this
         Indenture requiring the application of funds available therefor, as
         provided in Article V, to the payment of any such amount due on the
         Notes on or after the respective due dates thereof;

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

                  (iii) modify or alter the provisions of the proviso to the
         definition of the term "Outstanding" or modify or alter the exception
         in the definition of the term "Holder";

                  (iv) reduce the percentage of the Note Balances of the Notes
         required to direct the Indenture Trustee to direct the Issuer to sell
         or liquidate the Trust Estate pursuant to Section 5.04 hereof;

                  (v) modify any provision of this Section 9.02 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each Note
         affected thereby;

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation); or

                  (vii) 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
         Trust Estate 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, cause the Issuer (if 100% of the Certificates are not owned by the
Seller) to be subject to an entity level tax.

                  Any such action shall not (as evidenced by either (i) an
Opinion of Counsel delivered to the Master Servicer and the Indenture Trustee or
(ii) confirmation from the Rating Agencies that such amendment will not result
in the reduction or withdrawal of the rating of any Class of Notes) adversely
affect in any material respect the interest of any Holder (other than a Holder
who shall consent to such supplemental indenture).



                                       50
<PAGE>


                  It shall not be necessary for any Act of Noteholders under
this Section 9.02 to approve the particular form of any proposed supplemental
indenture, but it shall be sufficient if such Act shall approve the substance
thereof.

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.02, the
Indenture Trustee shall mail to the Holders of the Notes to which such amendment
or supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture 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 IX or the modification thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Sections 6.01 and 6.02 hereof, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise. Notwithstanding
anything contained herein to the contrary, none of the parties hereto shall
enter into any amendment or supplemental indenture that would adversely affect
the rights of the Swap Provider without the prior written consent of the Swap
Provider.

                  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 IX shall conform to the requirements of the Trust Indenture Act
as then in effect so long as this Indenture shall then be qualified under the
Trust Indenture Act.

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



                                       51
<PAGE>


                                    ARTICLE X

                                  MISCELLANEOUS

                  Section 10.01. Compliance Certificates and Opinions, etc.

                  (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee and the Insurers (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 and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, 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;

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

                  (v) if the signatory of such certificate or opinion is
         required to be Independent, the statement required by the definition of
         the term "Independent Certificate."

                  (b) (i) Prior to the deposit of any Collateral or other
property or securities with the Indenture Trustee that is to be made the basis
for the release of any property or securities subject to the lien of this
Indenture, the Issuer shall, in addition to any obligation imposed in Section
10.01(a) or elsewhere in this Indenture, furnish to the Indenture Trustee and
the Insurers an Officer's Certificate certifying or stating the opinion of each
person signing such certificate as to the fair value (within 90 days prior to
such deposit) to the Issuer of the Collateral or other property or securities to
be so deposited and a report from a nationally recognized accounting firm
verifying such value.



                                       52
<PAGE>


                  (ii) Whenever the Issuer is required to furnish to the
         Indenture Trustee, the Note Insurer or the Pool Insurer an Officer's
         Certificate certifying or stating the opinion of any signer thereof as
         to the matters described in clause (i) above, the Issuer shall also
         deliver to the Indenture Trustee an Independent Certificate from a
         nationally recognized accounting firm as to the same matters, if the
         fair value of the securities to be so deposited and of all other such
         securities made the basis of any such withdrawal or release since the
         commencement of the then current fiscal year of the Issuer, as set
         forth in the certificates delivered pursuant to clause (i) above and
         this clause (ii), is 10% or more of the Note Balances of the Notes, but
         such a certificate need not be furnished with respect to any securities
         so deposited, if the fair value thereof as set forth in the related
         Officer's Certificate is less than $25,000 or less than one percent of
         the Note Balances of the Notes.

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

                  (iv) Whenever the Issuer is required to furnish to the
         Indenture Trustee and the Insurers an Officer's Certificate certifying
         or stating the opinion of any signer thereof as to the matters
         described in clause (iii) above, the Issuer shall also furnish to the
         Indenture Trustee and the Insurers an Independent Certificate as to the
         same matters if the fair value of the property or securities and of all
         other property or securities released from the lien of this Indenture
         since the commencement of the then-current calendar year, as set forth
         in the certificates required by clause (iii) above and this clause
         (iv), equals 10% or more of the Note Principal Balances of the Notes,
         but such certificate need not be furnished in the case of any release
         of property or securities if the fair value thereof as set forth in the
         related Officer's Certificate is less than $25,000 or less than one
         percent of the then Note Principal Balances of the Notes.

                  Section 10.02. 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 his 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



                                       53
<PAGE>


representations by, an officer or officers of the Seller or the Issuer, stating
that the information with respect to such factual matters is in the possession
of the Seller or the Issuer, 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 VI.

                  Section 10.03. Acts of Noteholders.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided,
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01 hereof)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 10.03 hereof.

                  (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
Registrar.

                  (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.



                                       54
<PAGE>


                  Section 10.04. Notices etc., to Indenture Trustee, the Issuer,
the Note Insurer, the Pool Insurer 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 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 made, given,
         furnished or filed in writing to or with the Indenture Trustee at the
         Corporate Trust Office. The Indenture Trustee shall promptly transmit
         any notice received by it from the Noteholders to the Issuer; or

                  (ii) the Issuer, by the Indenture Trustee or by any Noteholder
         shall be sufficient for every purpose hereunder if in writing and
         mailed first-class, postage prepaid to the Issuer addressed to: Argent
         Mortgage Loan Trust 2005-W1, in care of U.S. Bank Trust National
         Association, 300 Delaware Avenue, 8th Floor, Wilmington, Delaware
         19801, Attention: Argent Mortgage Loan Trust 2005-W1 (AR05W1), 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; or

                  (iii) the Note Insurer or Pool Insurer, at the address as set
         forth in the Note Insurance Policy or the Pool Insurance Policy,
         respectively, or at such other address as shall be designated by
         written notice to the other parties; or

                  (iv) the Swap Provder, at the address as set forth in the
         Interest Rate Swap Agreement, or at such other address as shall be
         designated by written notice to the other parties.

                  Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing, mailed
first-class postage pre-paid, to (i) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., Residential Mortgage Monitoring
Department, 99 Church Street, New York, New York 10007 and (ii) in the case of
S&P, at the following address: Standard & Poor's, 55 Water Street, 41st Floor,
New York, New York 10041, Attention of Asset Backed Surveillance Department, or
as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

                  Section 10.05. 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 Person'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



                                       55
<PAGE>


manner herein provided shall conclusively be presumed to have been duly given
regardless of whether such notice is in fact actually received.

                  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
an Event of Default.

Section 10.06. 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 TIA, such required
provision shall control.

                  The provisions of TIA ss.ss. 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 10.07. Effect of Headings. The Article and Section
headings herein are for convenience only and shall not affect the construction
hereof.

                  Section 10.08. 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 10.09. Separability. In case any provision in this
Indenture or in the Notes shall be invalid, illegal or unenforceable, the
validity, legality, and enforceability of the remaining provisions shall not in
any way be affected or impaired thereby.

                  Section 10.10. Benefits of Indenture. The Note Insurer, the
Pool Insurer and the Swap Provider and its successors and assigns shall be a
third-party beneficiary to the provisions of this Indenture. To the extent that
this Indenture confers upon or gives or grants to the Note Insurer, the Pool
Insurer or the Swap Provider any right, remedy or claim under or by reason of
this Indenture, the Note Insurer, the Pool Insurer or the Swap Provider may
enforce any such right, remedy or claim conferred, given or granted hereunder.
Nothing in this Indenture or in the Notes, express or implied, shall give to any
Person, other than the parties hereto and their



                                       56
<PAGE>


successors hereunder, and the Noteholders, the Note Insurer, the Pool Insurer
and the Swap Provider, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

                  Section 10.11. 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 10.12. Governing Law. THIS INDENTURE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT
REFERENCE TO ITS CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND
REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH
LAWS.

                  Section 10.13. Counterparts. This Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

                  Section 10.14. 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 at its expense (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 10.15. Issuer Obligation. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the Owner
Trustee or the Indenture Trustee on the Notes or under this Indenture or any
certificate or other writing delivered in connection herewith or therewith,
against (i) the Indenture Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Indenture Trustee or the Owner Trustee in its individual capacity, any holder of
a beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee
or of any successor or assign of the Indenture Trustee or the Owner Trustee in
its individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

                  Section 10.16. 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 prior to one year from the date of
termination hereof, institute against the



                                       57
<PAGE>


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 Basic Documents, except for filing
proofs of claim.

                  Section 10.17. Inspection. The Issuer agrees that, at its
expense, on reasonable prior notice, it shall permit any representative of the
Indenture Trustee and the Note Insurer, 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 certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees, and
Independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Indenture Trustee and/or the Note
Insurer shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Indenture Trustee may reasonably determine that such
disclosure is consistent with its obligations hereunder.

                  Section 10.18. No Recourse to Owner Trustee. It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by U.S. Bank Trust National Association, not individually or
personally, but solely as Owner Trustee of Argent Mortgage Loan Trust 2005-W1,
in the exercise of the powers and authority conferred and vested in it, (b) each
of the representations, undertakings and agreements herein made on the part of
the Issuer is made and intended not as personal representations, undertakings
and agreements by U.S. Bank Trust National Association but is made and intended
for the purpose for binding only the Issuer, (c) nothing herein contained shall
be construed as creating any liability of U.S. Bank Trust National Association,
individually or personally, to perform any covenant either expressed or implied
contained herein, all such liability, if any, being expressly waived by the
parties hereto and by any Person claiming by, through or under the parties
hereto and (d) under no circumstances shall U.S. Bank Trust National Association
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
any other related documents.

                  Section 10.19. Proofs of Claim. The Indenture Trustee is
authorized 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
(including any claim for the reasonable compensation, expenses, disbursements
and advances of the Indenture Trustee, its agents and counsel) and the
Noteholders allowed in any judicial proceedings relative to the Issuer (or any
other obligor upon the Notes), its creditors or its property and shall be
entitled and empowered to collect, receive and distribute any money or other
property payable or deliverable on any such claims and any custodian in any such
judicial proceeding is hereby authorized by each Noteholder to make such
payments to the Indenture Trustee, as administrative expenses associated with
any such proceeding, and, in the event that the Indenture Trustee shall consent
to the making of such payments directly to the Noteholder to pay to the
Indenture Trustee any amount due to it for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel, and any other amounts due to the Indenture Trustee under Section 6.07



                                       58
<PAGE>


hereof. To the extent that the payment of any such compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, and
any other amounts due the Indenture Trustee under Section 6.07 hereof out of the
estate in any such proceeding, shall be denied for any reason, payment of the
same shall be secured by a Lien on, and shall be paid out of, any and all
distributions, dividends, money, securities and other properties that the
Noteholders may be entitled to receive in such proceeding whether in liquidation
or under any plan of reorganization or arrangement or otherwise. Nothing herein
contained shall be deemed to authorize the Indenture Trustee to authorize or
consent to or accept or adopt on behalf of any Noteholder any plan of
reorganization, arrangement, adjustment or composition affecting the Noteholder
of the rights of any Noteholder thereof, or to authorize the Indenture Trustee
to vote in respect of the claim of any Noteholder in any such proceeding.

                  Section 10.20. Termination of Certain of Swap Provider Rights.

                  Notwithstanding anything to the contrary anywhere in this
Agreement, all rights of the Swap Provider under this Agreement shall
permanently cease to be operable upon the date on which the Interest Rate Swap
Agreement has been terminated and all payments required to be made under the
Interest Rate Swap Agreement have been made.



                                       59
<PAGE>


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


                                 ARGENT MORTGAGE LOAN TRUST 2005-W1, as Issuer


                                 By:  U.S. Bank Trust National Association, not
                                 in its individual capacity but solely as
                                 Owner Trustee


                                 By: /s/ Charles F. Pederson
                                    -------------------------------------------
                                 Name:  Charles F. Pederson
                                 Title: Vice President



                                 DEUTSCHE BANK NATIONAL TRUST COMPANY,
                                 as Indenture Trustee


                                 By: /s/ Ronaldo Reyes
                                    -------------------------------------------
                                 Name:  Ronaldo Reyes
                                 Title: Vice President


                                 By: /s/ Valerie Delgado
                                    -------------------------------------------
                                 Name:  Valerie Delgado
                                 Title: Assistant Vice President

<PAGE>


STATE OF CALIFORNIA                 )
                                    ) ss.:
COUNTY OF ORANGE                    )

         On this ___th day of April, 2005, before me personally appeared
__________________ to me known, who being by me duly sworn, did depose and say,
that he is a __________________ and __________________ to me known, who being by
me duly sworn, did depose and say, that he is a __________________of the
Indenture Trustee, one of the corporations described in and which executed the
above instrument; and that he signed his name thereto by like order.


                                  _______________________________
                                  Notary Public


                                  NOTARY PUBLIC
[NOTARIAL SEAL]

<PAGE>


 STATE OF DELAWARE                  )
                                    ) ss.:
COUNTY OF NEW CASTLE                )

         On this ____ day of April, 2005, before me personally appeared
_______________ to me known, who being by me duly sworn, did depose and say,
that she is a _____________________ of the Owner Trustee, one of the entities
described in and which executed the above instrument; and that she signed her
name thereto by like order.


                                  _______________________________
                                  Notary Public


                                  NOTARY PUBLIC
[NOTARIAL SEAL]

<PAGE>


                                   EXHIBIT A-1
                                   -----------

                             FORM OF CLASS A-1 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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



                                     A-1-1
<PAGE>


                       ARGENT MORTGAGE LOAN TRUST 2005-W1
                       ASSET-BACKED NOTES, SERIES 2005-W1
                                    CLASS A-1


AGGREGATE NOTE BALANCE:                          NOTE RATE: Variable
$---------------------
INITIAL NOTE BALANCE OF THIS BOND:               BOND NO. 1
$_____________________
PERCENTAGE INTEREST: 100%                        CUSIP NO. [             ]

         Argent Mortgage Loan Trust 2005-W1 (the "Issuer"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ($_________________) in monthly installments on
the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in May 2005 and
ending on or before the Payment Date occurring on the Final Stated Maturity Date
and to pay interest on the Note Balance of this Note (this "Note") outstanding
from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-W1 (the "Notes"), issued under an Indenture
dated as of April 19, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the note
insurance policy (the "Note Insurance Policy") issued thereby, has
unconditionally and irrevocably guaranteed the payment of the Insured Amount
with respect to the Class A Notes with respect to each Payment Date. Such Note
Insurance Policy will not cover any Prepayment Interest Shortfalls, Relief Act
Shortfalls or Basis Risk Shortfall Carry- Forward Amounts.

         Radian Guaranty Inc. (the "Pool Insurer"), in consideration of the
payment of the premium and subject to the terms of the pool insurance policy
(the "Pool Insurance Policy") issued thereby, with respect to certain Mortgage
Loans as set forth in the Pool Policy (such Mortgage Loans, the "Covered
Mortgage Loans"), will cover losses on such Mortgage Loans to the extent that
such losses are not covered by Net Monthly Excess Cashflow or
Overcollateralization, subject to a limit and to certain limited conditions and
exclusions as set forth therein.



                                     A-1-2
<PAGE>


         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's PRO RATA share of the aggregate payments on all Class
A-1 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, by the
Seller on any Payment Date on or after the Payment Date on which the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the prior Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance of
the Mortgage Loans as of Cut-off Date, provided that (i) the consent of the Note
Insurer will be required if such Optional Redemption will cause a claim under
the Note Policy or if any amount owed to the Note Insurer will not be fully
reimbursed after the redemption and (ii) the consent of the Pool Insurer will be
required if any amount owed to the Pool Insurer will not be fully paid or
reimbursed after the Option Redemption.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-1 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Master
Servicer or any of their respective affiliates, or to the assets of any of the
foregoing entities, except the assets of the Issuer pledged to secure the Class
A-1 Notes pursuant to the Indenture and the rights conveyed to the Issuer under
the Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The



                                     A-1-3
<PAGE>


final payment of this Note shall be payable upon presentation and surrender
thereof on or after the Payment Date thereof at the office or agency of the
Issuer maintained by it for such purpose pursuant to Section 3.02 of the
Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.

         The failure to pay any Interest Carryforward Amount at any time when
funds are not available to make such payment as provided in the Indenture shall
not constitute an Event of Default under the Indenture.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, any Underwriter, the Owner Trustee, the Indenture
Trustee, the Master Servicer or any successor servicer which opines that the
acquisition, holding and transfer of this Note or interest herein is permissible
under applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.



                                     A-1-4
<PAGE>


         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding (with the consent of the Note Insurer, so long as no Note Insurer
Default exists). The Indenture also contains provisions permitting the Holders
of Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.



                                     A-1-5
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by U.S. Bank Trust National Association, not in its individual capacity
but solely as Owner Trustee.

Dated: April _____, 2005


                                          ARGENT MORTGAGE LOAN TRUST 2005-W1


                                          BY: U.S. Bank Trust National
                                          Association, not in its individual
                                          capacity but solely in its capacity as
                                          Owner Trustee


                                          By:___________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
            Authorized Signatory



                                     A-1-6
<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --   as tenants in common
               TEN ENT    --   as tenants by the entireties
               JT TEN     --   as joint tenants with right of survivorship and
                               not as tenants in common
      UNIF GIFT MIN ACT   --   __________ Custodian
                               ______________________________
                                (Cust)             (Minor)

                               under Uniform Gifts to Minor Act
                               _____________________
                                    (State)

                  Additional abbreviations may also be used though not in the
above LIST.



                                     A-1-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:


           __________________________________________________________

           __________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)



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

Dated:___________________________________   ____________________________________

Signature Guaranteed by___________________________________________


         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



                                     A-1-8
<PAGE>


                                   EXHIBIT A-2
                                   -----------

                             FORM OF CLASS A-2 NOTES

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE INDENTURE TRUSTEE OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

THIS NOTE IS A NON-RECOURSE OBLIGATION OF THE ISSUER, AND IS LIMITED IN RIGHT OF
PAYMENT TO AMOUNTS AVAILABLE FROM THE TRUST AS PROVIDED IN THE INDENTURE
REFERRED TO BELOW. THE ISSUER IS NOT OTHERWISE PERSONALLY LIABLE FOR PAYMENTS ON
THIS NOTE.

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



                                     A-2-1
<PAGE>


                       ARGENT MORTGAGE LOAN TRUST 2005-W1
                       ASSET-BACKED NOTES, SERIES 2005-W1
                                    CLASS A-2

AGGREGATE NOTE BALANCE:                      NOTE RATE: Variable
$_____________________
INITIAL NOTE BALANCE OF THIS BOND:           BOND NO. 1
$_____________________
PERCENTAGE INTEREST: 100%                    CUSIP NO. [             ]

         Argent Mortgage Loan Trust 2005-W1 (the "Issuer"), a Delaware statutory
trust, for value received, hereby promises to pay to Cede & Co. or registered
assigns, the principal sum of ($_________________) in monthly installments on
the twenty-fifth day of each month or, if such day is not a Business Day, the
next succeeding Business Day (each a "Payment Date"), commencing in May 2005 and
ending on or before the Payment Date occurring on the Final Stated Maturity Date
and to pay interest on the Note Balance of this Note (this "Note") outstanding
from time to time as provided below.

         This Note is one of a duly authorized issue of the Issuer's
Asset-Backed Notes, Series 2005-W1 (the "Notes"), issued under an Indenture
dated as of April 19, 2005 (the "Indenture"), between the Issuer and Deutsche
Bank National Trust Company, as indenture trustee (the "Indenture Trustee",
which term includes any successor Indenture Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference is hereby made
for a statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

         Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the note
insurance policy (the "Note Insurance Policy") issued thereby, has
unconditionally and irrevocably guaranteed the payment of the Insured Amount
with respect to the Class A Notes with respect to each Payment Date. Such Note
Insurance Policy will not cover any Prepayment Interest Shortfalls, Relief Act
Shortfalls or Basis Risk Shortfall Carry- Forward Amounts.

         Radian Guaranty Inc. (the "Pool Insurer"), in consideration of the
payment of the premium and subject to the terms of the pool insurance policy
(the "Pool Insurance Policy") issued thereby, with respect to certain Mortgage
Loans as set forth in the Pool Policy (such Mortgage Loans, the "Covered
Mortgage Loans"), will cover losses on such Mortgage Loans to the extent that
such losses are not covered by Net Monthly Excess Cashflow or
Overcollateralization, subject to a limit and to certain limited conditions and
exclusions as set forth therein.



                                     A-2-2
<PAGE>


         Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal.

         The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's PRO RATA share of the aggregate payments on all Class
A-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

         All principal and interest accrued on the Notes, if not previously
paid, will become finally due and payable at the Final Stated Maturity Date.

         The Notes are subject to redemption in whole, but not in part, by the
Seller on any Payment Date on or after the Payment Date on which the aggregate
Stated Principal Balance of the Mortgage Loans as of the end of the prior Due
Period is less than or equal to 10% of the aggregate Stated Principal Balance of
the Mortgage Loans as of Cut-off Date, provided that (i) the consent of the Note
Insurer will be required if such Optional Redemption will cause a claim under
the Note Policy or if any amount owed to the Note Insurer will not be fully
reimbursed after the redemption and (ii) the consent of the Pool Insurer will be
required if any amount owed to the Pool Insurer will not be fully paid or
reimbursed after the Option Redemption.

         The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, the Master
Servicer or any of their respective affiliates, or to the assets of any of the
foregoing entities, except the assets of the Issuer pledged to secure the Class
A-2 Notes pursuant to the Indenture and the rights conveyed to the Issuer under
the Indenture.

         Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note delivered to the Indenture
Trustee at least five Business Days prior to the Record Date, any payment of
principal or interest, other than the final installment of principal or
interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All scheduled reductions in the Note Balance of a
Note (or one or more predecessor Notes) effected by payments of principal made
on any Payment Date shall be binding upon all Holders of this Note and of any
note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, whether or not such payment is noted on such Note. The



                                     A-2-3
<PAGE>


final payment of this Note shall be payable upon presentation and surrender
thereof on or after the Payment Date thereof at the office or agency of the
Issuer maintained by it for such purpose pursuant to Section 3.02 of the
Indenture.

         Subject to the foregoing provisions, each Note delivered under the
Indenture, upon registration of transfer of or in exchange for or in lieu of any
other Note shall carry the right to unpaid principal and interest that were
carried by such other Note.

         If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the Notes or otherwise shall continue to be applied
to payments of principal of and interest on the Notes as if they had not been
declared due and payable.

         The failure to pay any Interest Carryforward Amount at any time when
funds are not available to make such payment as provided in the Indenture shall
not constitute an Event of Default under the Indenture.

         The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, any Underwriter, the Owner Trustee, the Indenture
Trustee, the Master Servicer or any successor servicer which opines that the
acquisition, holding and transfer of this Note or interest herein is permissible
under applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, the Depositor, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer to any
obligation in addition to those undertaken in the Indenture.

         As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note may be registered on the Note Register of
the Issuer. Upon surrender for registration of transfer of, or presentation of a
written instrument of transfer for, this Note at the office or agency designated
by the Issuer pursuant to the Indenture, accompanied by proper instruments of
assignment in form satisfactory to the Indenture Trustee, one or more new Notes
of any authorized denominations and of a like aggregate initial Note Balance,
will be issued to the designated transferee or transferees.



                                     A-2-4
<PAGE>


         Prior to the due presentment for registration of transfer of this Note,
the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture
Trustee may treat the Person in whose name this Note is registered as the owner
of such Note (i) on the applicable Record Date for the purpose of making
payments and interest of such Note and (ii) on any other date for all other
purposes whatsoever, as the owner hereof, whether or not this Note be overdue,
and neither the Issuer, the Indenture Trustee nor any such agent of the Issuer
or the Indenture Trustee shall be affected by notice to the contrary.

         The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding (with the consent of the Note Insurer, so long as no Note Insurer
Default exists). The Indenture also contains provisions permitting the Holders
of Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not notation of such consent or
waiver is made upon such Note. The Indenture also permits the Issuer and the
Indenture Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Notes issued thereunder.

         Initially, this Note will be registered in the name of Cede & Co. as
nominee of DTC, acting in its capacity as the Depository for this Note. This
Note will be delivered by the clearing agency in denominations as provided in
the Indenture and subject to certain limitations therein set forth. This Note is
exchangeable for a like aggregate initial Note Balance of Notes of different
authorized denominations, as requested by the Holder surrendering same.

         Unless the Certificate of Authentication hereon has been executed by
the Indenture Trustee by manual signature, this Note shall not be entitled to
any benefit under the Indenture, or be valid or obligatory for any purpose.

         AS PROVIDED IN THE INDENTURE, THIS NOTE AND THE INDENTURE CREATING THIS
NOTE SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF NEW YORK APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED THEREIN.



                                     A-2-5
<PAGE>


         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by U.S. Bank Trust National Association, not in its individual capacity
but solely as Owner Trustee.

Dated: April _____, 2005


                                       ARGENT MORTGAGE LOAN TRUST 2005-W1


                                       BY: U.S. Bank Trust National Association,
                                       not in its individual capacity but
                                       solely in its capacity as Owner Trustee


                                       By:_____________________________________
                                                   Authorized Signatory



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
            Authorized Signatory



                                     A-2-6
<PAGE>


                                  ABBREVIATIONS
                                  -------------

         The following abbreviations, when used in the inscription on the face
of the Note, shall be construed as though they were written out in full
according to applicable laws or regulations:

               TEN COM    --   as tenants in common
               TEN ENT    --   as tenants by the entireties
               JT TEN     --   as joint tenants with right of survivorship and
                               not as tenants in common
      UNIF GIFT MIN ACT   --   __________ Custodian
                               ______________________________
                                (Cust)             (Minor)

                               under Uniform Gifts to Minor Act
                               _____________________
                                    (State)

                  Additional abbreviations may also be used though not in the
above list.



                                     A-2-7
<PAGE>


                                   ASSIGNMENT
                                   ----------

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

               PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
                               NUMBER OF ASSIGNEE:


           __________________________________________________________

           __________________________________________________________

           __________________________________________________________
  (Please print or typewrite name and address, including zip code, of assignee)



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

Dated:___________________________________   ____________________________________

Signature Guaranteed by___________________________________________

         NOTICE: The signature(s) to this assignment must correspond with the
name as it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.



                                      A-2-8
<PAGE>


                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (FILED MANUALLY)



                                       B-1
<PAGE>


                                    EXHIBIT C

                          INTEREST RATE SWAP AGREEMENT
                                       AND
                          SWAP ADMINISTRATION AGREEMENT

                           See Exhibits I and J to the
                          Sale and Servicing Agreement

<PAGE>


                                   APPENDIX A
                                   ----------

                  "Accrued Note Interest": With respect to any Class A Note and
each Payment Date, interest accrued during the related Interest Accrual Period
at the Note Interest Rate for such Note for such Payment Date on the Note
Balance immediately prior to such Payment Date. All payments of interest on the
Class A Notes shall be calculated on the basis of a 360-day year and the actual
number of days in the applicable Interest Accrual Period.

                  "Adjustable-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a Mortgage Rate that is
subject to adjustment.

                  "Adjustment Date": With respect to each Adjustable-Rate
Mortgage Loan, the first day of the month in which the Mortgage Rate of such
Mortgage Loan changes pursuant to the related Mortgage Note. The first
Adjustment Date following the Cut-off Date as to each Adjustable-Rate Mortgage
Loan is set forth in the Mortgage Loan Schedule.

                  "Administrator": Ameriquest Mortgage Company, in the
performance of its duties pursuant to Article VIII of the Sale and Servicing
Agreement.

                  "Advance": As to any Mortgage Loan or REO Property, any
advance made by the Master Servicer or a successor Master Servicer in respect of
any Payment Date representing the aggregate of all payments of principal and
interest, net of the Servicing Fee, that were due during the related Due Period
on the Mortgage Loans and that were delinquent on the related Determination
Date, plus certain amounts representing assumed payments not covered by any
current net income on the Mortgaged Properties acquired by foreclosure or deed
in lieu of foreclosure as determined pursuant to Section 4.03 of the Servicing
Agreement.

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

                  "Aggregate Loss Percentage" means 7.65%.

                  "Aggregate Loss Limit" means the Aggregate Loss Percentage of
the aggregate principal balance of the Mortgage Loans as of the Cut-off Date.

                  "Applicable Regulations": As to any Mortgage Loan, all
federal, state and local laws, statutes, rules and regulations applicable
thereto.

                  "Approved Sale" means (1) a sale of REO Property acquired by
the Insured because of a Default (as defined in the Pool Insurance Policy) by a
Borrower and to which the Pool Insurer has given prior approval, (2) a
foreclosure or trustee's sale of a REO Property to a third party at a price
equal to or exceeding the maximum amount specified by the Pool Insurer to be bid
by the Insured or (3) the acquisition of a property by the Pool Insurer in
accordance with the terms set forth in the Pool Insurance Policy.


<PAGE>

                  "Assignment": An assignment of Mortgage, notice of transfer or
equivalent instrument, in recordable form (excepting therefrom if applicable,
the mortgage recordation information which has not been returned by the
applicable recorder's office and/or the assignee's name), which is sufficient
under the laws of the jurisdiction wherein the related Mortgaged Property is
located to reflect of record the sale of the Mortgage.

                  "Authorized Newspaper": A newspaper of general circulation in
the Borough of Manhattan, The City of New York, printed in the English language
and customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

                  "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 any
authorized officer of the Master Servicer in its capacity as administrator of
the Issuer pursuant to Article VIII of the Servicing Agreement.

                  "Available Funds": With respect to any Payment Date, an amount
equal to (1) the sum of (a) the aggregate of the amounts on deposit in the
Collection Account and Payment Account as of the close of business on the
related Determination Date, including any Subsequent Recoveries, (b) the
aggregate of any amounts received in respect of an REO Property withdrawn from
any REO Account and deposited in the Payment Account for such Payment Date
pursuant to Section 3.13, (c) Compensating Interest, if any, deposited in the
Payment Account by the Master Servicer in respect of Prepayment Interest
Shortfalls for such Payment Date pursuant to Section 4.03(e) of the Sale and
Servicing Agreement, (d) the aggregate of any Advances made by the Master
Servicer for such Payment Date pursuant to Section 4.03 of the Sale and
Servicing Agreement, (e) the aggregate of any Advances made by the successor
Master Servicer or the Indenture Trustee for such Payment Date pursuant to
Section 6.02(b) of the Sale and Servicing Agreement and (f) any Net Swap Payment
received by the Indenture Trustee, reduced (to not less than zero) by (2) the
sum of (x) the portion of the amount described in clause (1)(a) above that
represents (i) Monthly Payments on the Mortgage Loans received from a Mortgagor
on or prior to the Determination Date but due during any Due Period subsequent
to the related Due Period, (ii) Principal Prepayments on the Mortgage Loans
received after the related Prepayment Period (together with any interest
payments received with such Principal Prepayments to the extent they represent
the payment of interest accrued on the Mortgage Loans during a period subsequent
to the related Prepayment Period), (iii) Liquidation Proceeds, Insurance
Proceeds and Subsequent Recoveries received in respect of the Mortgage Loans
after the related Prepayment Period, (iv) amounts reimbursable or payable to the
Depositor, the Master Servicer, the Indenture Trustee, the Owner Trustee, the
Seller or any Sub-Servicer pursuant to Section 3.05 or Section 3.06 of the Sale
and Servicing Agreement, (v) Stayed Funds, (vi) the Indenture Trustee Fee, the
Owner Trustee Fee (beginning on the 13th Payment Date) and other amounts payable
from the Payment Account pursuant to Section 6.07 of the Indenture and (vii)
amounts deposited in the Collection Account or the Payment Account in error, (y)
amounts reimbursable to the Indenture Trustee for an advance made pursuant to
Section 6.02(b) of the Sale and Servicing Agreement which advance the Indenture
Trustee has determined to be nonrecoverable from the Stayed Funds in respect of
which it was made and (z) any Net Swap Payment or Swap Termination Payment owed
to the Swap Provider.


<PAGE>

                  "Available Funds Carryover Amount": With respect to the Class
A Notes and any Payment Date, the sum of (i) the excess, if any, of (x) the
aggregate Accrued Note Interest thereon for such Payment Date calculated
pursuant to the Formula Rate over (y) interest accrued on such Class of Notes at
the related Available Funds Cap Rate and (ii) the unpaid portion of any related
Available Funds Carryover Amount from the prior Payment Date together with
interest accrued on such unpaid portion for the most recently ended Interest
Accrual Period at the related Formula Rate.

                  "Available Funds Cap Rate": With respect to any Payment Date
and the Class A-1 Notes, a per annum rate equal to the product of (1)(x)(i) the
sum of (A) the total interest received or advanced on the Group I Mortgage Loans
for the related Due Period and (B) the Class A-1 Allocation Percentage of the
Net Swap Payments received by the Indenture Trustee minus (ii) the sum of the
Note Insurer Premium with respect to the Class A-1 Notes, the Pool Insurer
Premium with respect to the Group I Mortgage Loans, the Servicing Fee with
respect to the Group I Mortgage Loans and the Indenture Trustee Fee with respect
to the Group I Mortgage Loans and the Class A-1 Allocation Percentage of any Net
Swap Payment and/or Swap Termination Payment owed to the Swap Provider, divided
by (y) the Note Balance of the Class A-1 Notes and (2) a fraction, the numerator
of which is 30 and the denominator of which is the actual number of days in the
related Interest Accrual Period.

                  With respect to any Payment Date and the Class A-2 Notes, a
per annum rate equal to the product of (1)(x)(i) the sum of (A) the total
interest received or advanced on the Group II Mortgage Loans for the related Due
Period and (B) the Class A-2 Allocation Percentage of the Net Swap Payments
received by the Indenture Trustee minus (ii) the sum of the Note Insurer Premium
with respect to the Class A-2 Notes, the Pool Insurer Premium with respect to
the Group II Mortgage Loans, the Servicing Fee with respect to the Group II
Mortgage Loans and the Indenture Trustee Fee with respect to the Group II
Mortgage Loans and the Class A-2 Allocation Percentage of any Net Swap Payment
and/or Swap Termination Payment owed to the Swap Provider, divided by (y) the
Note Balance of the Class A-2 Notes and (2) a fraction, the numerator of which
is 30 and the denominator of which is the actual number of days in the related
Interest Accrual Period.

                  "Bankruptcy Code": The Bankruptcy Reform Act of 1978 (Title 11
of the United States Code), as amended.

                  "Bankruptcy Loss": With respect to any Mortgage Loan, a
Realized Loss resulting from a Deficient Valuation or Debt Service Reduction.

                  "Basic Documents": The Trust Agreement, the Certificate of
Trust, the Indenture, the Sale and Servicing Agreement, the Mortgage Loan
Purchase Agreement, the Interest Rate Swap Agreement, and the other documents
and certificates delivered in connection with any of the above.

                  "Book-Entry Note": Any Note registered in the name of the
Depository or its nominee. Initially, the Book-Entry Notes shall be the Class A
Notes.

                  "Book-Entry Custodian": The custodian appointed pursuant to
Section 5.01.


<PAGE>

                  "Business Day": Any day other than a Saturday, a Sunday or a
day on which banking or savings and loan institutions in the State of
California, the State of New York, or in the city in which the Corporate Trust
Office of the Indenture Trustee is located, are authorized or obligated by law
or executive order to be closed.

                  "Certificateholder": The Person in whose name a Trust
Certificate is registered in the Certificate Register. Owners of Trust
Certificates that have been pledged in good faith may be regarded as
Certificateholders if the pledgee establishes to the satisfaction of the Owner
Trustee the pledgee's right so to act with respect to such Trust Certificates
and that the pledgee is not the Issuer, any other obligor upon the Trust
Certificates or any Affiliate of any of the foregoing Persons.

                  "Certificate Distribution Account": The account or accounts
created and maintained pursuant to Section 3.10(c) of the Trust Agreement. The
Certificate Distribution Account shall be an Eligible Account.

                  "Certificate Paying Agent": The meaning specified in Section
3.10 of the Trust Agreement.

                  "Certificate Percentage Interest": With respect to each
Certificate, the Certificate Percentage Interest stated on the face thereof.

                  "Certificate Register": The register maintained by the
Certificate Registrar in which the Certificate Registrar shall provide for the
registration of Certificates and of transfers and exchanges of Certificates.

                  "Certificate Registrar": Initially, the Indenture Trustee, in
its capacity as Certificate Registrar, or any successor to the Indenture Trustee
in such capacity.

                  "Certificate of Trust": The Certificate of Trust filed for the
Trust pursuant to Section 3810(a) of the Statutory Trust Statute.

                  "Certificates" or "Trust Certificates": The Argent Mortgage
Loan Trust 2005-W1 Trust Certificates, evidencing the beneficial ownership
interest in the Issuer and executed by the Owner Trustee in substantially the
form set forth in Exhibit A to the Trust Agreement.

                  "Class": Collectively, all of the Notes bearing the same class
designation.

                  "Class A Note": Any one of the Class A-1 or Class A-2 Notes.

                  "Class A Principal Payment Amount": With respect to any
Payment Date, an amount equal to the sum of (i) the Senior Group I Principal
Payment Amount and (ii) the Senior Group II Principal Payment Amount.

                  "Class A-1 Allocation Percentage": With respect to the Class
A-1 Notes and any Payment Date, the percentage equivalent of a fraction, the
numerator of which is (x) the Note Balance for the Class A-1 Notes and the
denominator of which is (y) the aggregate Note Balance of the Class A Notes.


<PAGE>

                  "Class A-1 Note": Any one of the Class A-1 Notes executed by
the Indenture Trustee, and authenticated and delivered by the Note Registrar,
substantially in the form annexed hereto as Exhibit A-1 to the Indenture.

                  "Class A-2 Allocation Percentage": With respect to the Class
A-2 Notes and any Payment Date, the percentage equivalent of a fraction, the
numerator of which is (x) the Note Balance for the Class A-2 Notes and the
denominator of which is (y) the aggregate Note Balance of the Class A Notes.

                  "Class A-2 Note": Any one of the Class A-2 Notes executed by
the Indenture Trustee, and authenticated and delivered by the Note Registrar,
substantially in the form annexed hereto as Exhibit A-2 to the Indenture.

                  "Closing Date":  April 19, 2005.

                  "Code":  The Internal Revenue Code of 1986, as amended.

                  "Collection Account": The account or accounts created and
maintained by the Master Servicer pursuant to Section 3.04(a) of the Sale and
Servicing Agreement, which shall be entitled "Ameriquest Mortgage Company, as
Master Servicer for Deutsche Bank National Trust Company, as Indenture Trustee,
in trust for the registered holders of Argent Mortgage Loan Trust 2005-W1,
Asset-Backed Notes, Series 2005-W1." The Collection Account must be an Eligible
Account.

                  "Commission": The Securities and Exchange Commission.

                  "Compensating Interest": As defined in Section 4.03(e) of the
Sale and Servicing Agreement.

                  "Controlling Insurer": The Pool Insurer, to the extent that
the Cumulative Loss Percentage is less than 7.00%, and the Note Insurer, to the
extent that the Cumulative Loss Percentage equals or exceeds 7.00% or the Pool
Insurance Policy has been terminated.

                  "Corporate Trust Office": With respect to the Indenture
Trustee, Certificate Registrar, Certificate Paying Agent and Paying Agent, the
principal corporate trust office of the Indenture Trustee and Note Registrar at
which at any particular time its corporate trust business in connection with
this Agreement shall be administered, which office at the date of the execution
of this instrument is located at 1761 East St. Andrew Place, Santa Ana,
California 92705-4934, Attention: Trust Administration-AR0501. With respect to
the Owner Trustee, the principal corporate trust office of the Owner Trustee at
which at any particular time its corporate trust business shall be administered,
which office at the date of the execution of this Trust Agreement is located at
U.S. Bank Trust National Association, 300 Delaware Avenue, 8th Floor,
Wilmington, Delaware 19801, Attention: Argent Mortgage Loan Trust 2005-W1
(AR0501).

                  "Covered Mortgage Loans": Those Mortgage Loans covered by the
Pool Insurance Policy.


<PAGE>

                  "Cumulative Loss Percentage": With respect to any Payment
Date, the percentage equivalent of a fraction, the numerator of which is the
aggregate amount of Realized Losses incurred from the Cut-off Date to the last
day of the preceding calendar month (reduced by the aggregate amount of
Subsequent Recoveries received from the Cut-off Date through the last day of the
related Due Period) and the denominator of which is the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Custodian": A Custodian, which shall initially be Deutsche
Bank National Trust Company.

                  "Cut-off Date": With respect to any Mortgage Loan, the close
of business on April 1, 2005. With respect to all Qualified Substitute Mortgage
Loans, their respective dates of substitution. References herein to the "Cut-off
Date," when used with respect to more than one Mortgage Loan, shall be to the
respective Cut-off Dates for such Mortgage Loans.

                  "Debt Service Reduction": With respect to any Mortgage Loan, a
reduction in the scheduled Monthly Payment for such Mortgage Loan by a court of
competent jurisdiction in a proceeding under the Bankruptcy Code, except such a
reduction resulting from a Deficient Valuation.

                  "Deductible Amount": As to any Payment Date (other than the
first such Payment Date), the sum of (i) the amount on deposit in the Loss
Reserve Account, the Net Monthly Excess Cashflow and the Overcollateralized
Amount, after giving effect to allocation of Realized Losses pursuant to Section
4.04 of the Sale and Servicing Agreement, first, on Mortgage Loans that are not
Covered Mortgage Loans or as to which the related losses would be excluded from
coverage under the Pool Insurance Policy due to fraud or would not be payable
under the Pool Insurance Policy because of a failure to satisfy any of the
conditions therein (including but not limited to restoration of Special Hazard
Losses (as defined in the Pool Insurance Policy) and other physical losses or
damages to properties) and, second, on Covered Mortgage Loans and (ii) the
aggregate amount of Special Hazard Losses for any Payment Date on which the
Overcollateralized Amount was reduced (but, for any Payment Date, not more than
the lesser of such aggregate amount and the aggregate of the related reduction
amount), to the extent that the Overcollateralized Amount was not subsequently
replenished.

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

                  "Deferred Premium": 0.04% of the aggregate principal balance
of the Covered Mortgage Loans as of the Cut-off Date.

                  "Deficiency Amount": With respect to any Payment Date and the
Class A Notes an amount, if any, equal to the sum of:

                  (1) the excess, if any, of the Senior Interest Payment Amount
(excluding Prepayment Interest Shortfalls and Relief Act Interest Shortfalls)
allocable to the Class A Notes on such Payment Date over the Available Funds for
such Payment Date available to pay interest on the Class A Notes (excluding
Prepayment Interest Shortfalls and Relief Act Interest


<PAGE>

Shortfalls) in accordance with the priority of payment set forth in Section 4.01
of the Sale and Servicing Agreement; and

                  (2) (i) with respect to any Payment Date that is not the Final
Stated Maturity Date, any Insured Note Parity Amount; or

                  (ii) on the Final Stated Maturity Date, the aggregate Note
Balance of the Class A Notes to the extent unpaid on such date (after taking
into account any reduction of the Note Balance of the Class A Notes from all
sources other than the Note Insurance Policy).

                  The Deficiency Amount will not include any Available Funds
Carryover Amounts.

                  "Deficient Valuation": With respect to any Mortgage Loan, a
valuation of the related Mortgaged Property by a court of competent jurisdiction
in an amount less than the then outstanding Stated Principal Balance of the
Mortgage Loan, which valuation results from a proceeding initiated under the
Bankruptcy Code.

                  "Definitive Notes": The meaning specified in Section 4.06 of
the Indenture.

                  "Deleted Mortgage Loan": A Mortgage Loan replaced or to be
replaced by a Qualified Substitute Mortgage Loan.

                  "Delinquency Percentage": With respect to any Payment Date,
the percentage equivalent of a fraction, the numerator of which is the aggregate
Stated Principal Balance of all Mortgage Loans as of the last day of the
previous calendar month that, as of such last day of the previous calendar
month, are 60 or more days delinquent (measured under the OTS delinquency
calculation methodology and with respect to modifications, measured as set forth
below), are in foreclosure, have been converted to REO Properties or have been
discharged by reason of bankruptcy, and the denominator of which is the
aggregate Stated Principal Balance of the Mortgage Loans and REO Properties as
of the last day of the previous calendar month; provided, however, that any
Mortgage Loan purchased by the Master Servicer or the Note Insurer pursuant to
Section 3.16 of the Sale and Servicing Agreement shall not be included in either
the numerator or the denominator for purposes of calculating the Delinquency
Percentage.

                  "Depositor": Argent Securities Inc., a Delaware corporation,
or its successor in interest.

                  "Depository": The Depository Trust Company, or any successor
Depository hereafter named. The nominee of the initial Depository, for purposes
of registering those Notes that are to be Book-Entry Notes, is Cede & Co. The
Depository shall at all times be a "clearing corporation" as defined in Section
8-102(5) of the Uniform Commercial Code of the State of New York and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934, as amended.

                  "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

<PAGE>

authorities and (c) has outstanding unsecured commercial paper or other
short-term unsecured debt obligations that are rated "P-1" by Moody's and "A-1"
by S&P (or comparable ratings if Moody's and S&P are not the Rating Agencies).

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

                  "Determination Date": With respect to each Payment Date, the
10th day of the calendar month in which such Payment Date occurs or, if such
10th day is not a Business Day, the Business Day immediately preceding such 10th
day.

                  "Directly Operate": With respect to any REO Property, the
furnishing or rendering of services to the tenants thereof, the management or
operation of such REO Property, the holding of such REO Property primarily for
sale to customers, the performance of any construction work thereon or any use
of such REO Property in a trade or business conducted by the Issuer other than
through an Independent Contractor; provided, however, that the Indenture Trustee
(or the Master Servicer on behalf of the Indenture Trustee) shall not be
considered to Directly Operate an REO Property solely because the Indenture
Trustee (or the Master Servicer on behalf of the Indenture Trustee) establishes
rental terms, chooses tenants, enters into or renews leases, deals with taxes
and insurance, or makes decisions as to repairs or capital expenditures with
respect to such REO Property.

                  "Due Date": With respect to each Payment Date, the first day
of the calendar month in which such Payment Date occurs, which is the day of the
month on which the Monthly Payment is due on a Mortgage Loan, exclusive of any
days of grace.

                  "Due Period": With respect to any Payment Date, the period
commencing on the second day of the month immediately preceding the month in
which such Payment Date occurs and ending on the related Due Date.

                  "Eligible Account": Any of (i) an account or accounts
maintained with a Depository Institution or trust company the short-term
unsecured debt obligations of which are rated "P-1" by Moody's and "A-1+" by S&P
(or comparable ratings if Moody's and S&P are not the Rating Agencies) at the
time any amounts are held on deposit therein, (ii) an account or accounts the
deposits in which are fully insured by the FDIC or (iii) a trust account or
accounts maintained with the corporate trust department of a federal or state
chartered depository institution or trust company acting in its fiduciary
capacity. Eligible Accounts may bear interest.

                  "ERISA": The Employee Retirement Income Security Act of 1974,
as amended.

                  "Escrow Account": The account or accounts created and
maintained pursuant to Section 3.04(c) of the Sale and Servicing Agreement.

                  "Escrow Payments": The amounts constituting taxes, and/or fire
and hazard insurance premiums escrowed by the Mortgagor with the mortgagee
pursuant to a voluntary escrow agreement related to any Mortgage Loan.


<PAGE>

                  "Estate in Real Property": A fee simple estate or leasehold
estate in a parcel of land.

                  "Event of Default": With respect to the Indenture, 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) a failure by the Issuer to pay or cause to be paid Accrued
         Note Interest on any of the Notes or the Group I Principal Payment
         Amount or the Group II Principal Payment Amount on any Payment Date; or

                  (ii) the failure by the Issuer on the Final Stated Maturity
         Date to reduce the Note Balance of any of the Notes to zero; or

                  (iii) there occurs a default in the observance or performance
         of any covenant or agreement of the Issuer made in the Indenture, or
         any representation or warranty of the Issuer made in the 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 representation 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
         aggregate Note Balance of the Outstanding Notes or the Note Insurer, a
         written notice specifying such default or incorrect representation or
         warranty and requiring it to be remedied and stating that such notice
         is a notice of default hereunder; or

                  (iv) there occurs 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 Trust Estate 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 Trust Estate,
         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; or

                  (v) there occurs 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 assets of the Trust Estate, 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.


<PAGE>

                  "Excess Overcollateralized Amount": With respect to the Class
A Notes and any Payment Date, the excess, if any, of (i) the Overcollateralized
Amount for such Payment Date (calculated for this purpose only after assuming
that 100% of the Principal Remittance Amount on such Payment Date has been
distributed) over (ii) the Overcollateralization Target Amount for such Payment
Date.

                  "Expenses": The meaning specified in Section 7.02 of the Trust
Agreement.

                  "Fannie Mae": Fannie Mae, formally known as the Federal
National Mortgage Association, or any successor thereto.

                  "FDIC": Federal Deposit Insurance Corporation or any successor
thereto.

                  "Final Recovery Determination": With respect to any defaulted
Mortgage Loan or any REO Property (other than a Mortgage Loan or REO Property
(i) purchased by the Seller, the Depositor or the Master Servicer pursuant to or
as contemplated by Section 2.03 or Section 3.16(a) of the Sale and Servicing
Agreement or (ii) removed from the Trust pursuant to Section 8.07 of the
Indenture, a determination made by the Master Servicer that all Insurance
Proceeds, Liquidation Proceeds and other payments or recoveries which the Master
Servicer, in its reasonable good faith judgment, expects to be finally
recoverable in respect thereof have been so recovered. The Master Servicer shall
maintain records, prepared by a Servicing Officer, of each Final Recovery
Determination made thereby.

                  "Final Stated Maturity Date": The Payment Date occurring in
May 2035.

                  "Fixed Swap Payment": With respect to any Fixed Rate Payer
Payment Date (as defined in the Interest Rate Swap Agreement), an amount equal
to the fixed amount calculated in accordance with the related Interest Rate Swap
Agreement.

                  "Fixed-Rate Mortgage Loan": Each of the Mortgage Loans
identified on the Mortgage Loan Schedule as having a fixed Mortgage Rate.

                  "Floating Swap Payment": With respect to any Floating Rate
Payer Payment Date (as defined in the Interest Rate Swap Agreement), an amount
equal to the floating amount calculated in accordance with the related Interest
Rate Swap Agreement.

                  "Formula Rate": For any Payment Date and the Class A Notes,
will be One-Month LIBOR plus the related Note Margin.

                  "Four (4) Months in Default" occurs when the Borrower becomes
in arrears in an amount equal to or greater than four (4) monthly principal and
interest payments due under the terms of the Mortgage Loan.

                  "Freddie Mac": Freddie Mac, formally known as the Federal Home
Loan Mortgage Corporation, or any successor thereto.

                  "Grant": Pledge, bargain, sell, warrant, alienate, remise,
release, convey, assign, transfer, create, and grant a lien upon and a security
interest in and right of set-off against,

<PAGE>

deposit, set over and confirm pursuant to the 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 such
collateral or other agreement or instrument 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.

                  "Gross Margin": With respect to each Adjustable-Rate Mortgage
Loan, the fixed percentage set forth in the related Mortgage Note that is added
to the Index on each Adjustment Date in accordance with the terms of the related
Mortgage Note to determine the Mortgage Rate for such Adjustable-Rate Mortgage
Loan.

                  "Group I Allocation Percentage": With respect to the Class A-1
Notes and any Payment Date, the percentage equivalent of a fraction, the
numerator of which is (x) the Group I Principal Remittance Amount for such
Payment Date and the denominator of which is (y) the Principal Remittance Amount
for such Payment Date.

                  "Group I Interest Remittance Amount": With respect to any
Payment Date, that portion of the Available Funds for such Payment Date that
represents interest received or advanced on the Group I Mortgage Loans.

                  "Group I Mortgage Loan": A Mortgage Loan assigned to Loan
Group I. All Group I Mortgage Loans have a principal balance at origination that
conforms to Fannie Mae and Freddie Mac loan limits.

                  "Group I Principal Payment Amount": With respect to any
Payment Date, the sum of (i) the principal portion of each Monthly Payment on
the Group I Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Payment Date; (ii) the Stated Principal Balance of any Group I Mortgage Loan
that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03 or Section 3.16(a) of the Sale and Servicing
Agreement or removed from the Trust Estate pursuant to Section 8.07 of the
Indenture and the amount of any shortfall deposited in the Collection Account in
connection with the substitution of a Deleted Mortgage Loan in Loan Group I
pursuant to Section 2.03 of the Sale and Servicing Agreement during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries, REO Principal
Amortization and proceeds received pursuant to the Pool Insurance Policy)
received during the related Prepayment Period on the Group I Mortgage Loans, net
of any portion thereof that represents a recovery of principal for which an
Advance was made by the Master Servicer pursuant to Section 4.03 of the Sale and
Servicing Agreement in respect of a preceding Payment Date; and (iv) the Group I
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Payment Date; MINUS (v) the Group I Allocation Percentage of the amount
of any Overcollateralization Reduction Amount for such Payment Date. In no event
shall the Group I Principal Payment

<PAGE>

Amount with respect to any Payment Date be (x) less than zero or (y) greater
than the then outstanding aggregate Note Balance of the Class A Notes.

                  "Group I Principal Remittance Amount": With respect to any
Payment Date, the sum of the amounts described in clauses (i) through (iii) of
the definition of Group I Principal Payment Amount.

                  "Group II Allocation Percentage": With respect to the Class
A-2 Notes and any Payment Date, the percentage equivalent of a fraction, the
numerator of which is (x) the Group II Principal Remittance Amount for such
Payment Date and the denominator of which is (y) the Principal Remittance Amount
for such Payment Date.

                  "Group II Interest Remittance Amount": With respect to any
Payment Date, that portion of the Available Funds for such Payment Date that
represents interest received or advanced on the Group II Mortgage Loans.

                  "Group II Mortgage Loan": A Mortgage Loan assigned to Loan
Group II. All with a principal balance at origination that may or may not
conform to Fannie Mae or Freddie Mac loan limits.

                  "Group II Principal Payment Amount": With respect to any
Payment Date, the sum of (i) the principal portion of each Monthly Payment on
the Group II Mortgage Loans due during the related Due Period, to the extent
received on or prior to the related Determination Date or advanced prior to such
Payment Date; (ii) the Stated Principal Balance of any Group II Mortgage Loan
that was purchased during the related Prepayment Period pursuant to or as
contemplated by Section 2.03 or Section 3.16(a) of the Sale and Servicing
Agreement or or removed from the Trust Estate pursuant to Section 8.07 of the
Indenture and the amount of any shortfall deposited in the Collection Account in
connection with the substitution of a Deleted Mortgage Loan in Loan Group II
pursuant to Section 2.03 of the Sale and Servicing Agreement during the related
Prepayment Period; (iii) the principal portion of all other unscheduled
collections (including, without limitation, Principal Prepayments, Insurance
Proceeds, Liquidation Proceeds, Subsequent Recoveries, REO Principal
Amortization and proceeds received pursuant to the Pool Insurance Policy)
received during the related Prepayment Period on the Group II Mortgage Loans,
net of any portion thereof that represents a recovery of principal for which an
Advance was made by the Master Servicer pursuant to Section 4.03 of the Sale and
Servicing Agreement in respect of a preceding Payment Date and (iv) the Group II
Allocation Percentage of the amount of any Overcollateralization Increase Amount
for such Payment Date; MINUS (v) the Group II Allocation Percentage of the
amount of any Overcollateralization Reduction Amount for such Payment Date. In
no event shall the Group II Principal Payment Amount with respect to any Payment
Date be (x) less than zero or (y) greater than the then outstanding aggregate
Note Balance of the Class A Notes.

                  "Group II Principal Remittance Amount": With respect to any
Payment Date, the sum of the amounts described in clauses (i) through (iii) of
the definition of Group II Principal Payment Amount.

                  "HOEPA": The Home Ownership and Equity Protection Act of 1994.


<PAGE>

                  "Indemnified Party": The meaning specified in Section 7.02 of
the Trust Agreement.

                  "Indenture": The indenture dated as of April 19, 2005, between
the Issuer and the Indenture Trustee, relating to the Argent Mortgage Loan Trust
2005-W1, Asset-Backed Notes, Series 2005-W1.

                  "Indenture Trustee": Deutsche Bank National Trust Company, and
its successors and assigns or any successor indenture trustee appointed pursuant
to the terms of the Indenture.

                  "Indenture Trustee Fee": With respect to any Payment Date, one
month's interest accrued at the Indenture Trustee Fee Rate on the Stated
Principal Balance of each Mortgage Loan as of the first day of the related Due
Period.

                  "Indenture Trustee Fee Rate":  0.00085% per annum.

                  "Independent": When used with respect to any specified Person,
any such Person who (a) is in fact independent of the Issuer, any other obligor
on the Notes, the Depositor, the Master Servicer, the Seller and their
respective Affiliates, (b) does not have any direct financial interest in or any
material indirect financial interest in the Issuer, any other obligor on the
Notes, the Depositor, the Master Servicer, the Seller and their respective
Affiliates, and (c) is not connected the Issuer, any other obligor on the Notes,
the Depositor, the Master Servicer, the Seller and their respective Affiliates
thereof as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions; provided, however, that a
Person shall not fail to be Independent of the Depositor, the Seller, the Master
Servicer or any Affiliate thereof merely because such Person is the beneficial
owner of 1% or less of any class of securities issued by the Depositor or the
Master Servicer or any Affiliate thereof, as the case may be.

                  "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 10.01 of the
Indenture, made by an independent appraiser or other expert appointed by an
Issuer Request, 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.

                  "Independent Contractor": Either (i) any Person (other than
the Master Servicer) that would be an "independent contractor" with respect to
the Issuer within the meaning of Section 856(d)(3) of the Code or (ii) any other
Person (including the Master Servicer) if the Indenture Trustee and the Insurers
have received an Opinion of Counsel to the effect that the taking of any action
in respect of any REO Property by such Person, subject to any conditions therein
specified, that is otherwise herein contemplated to be taken by an Independent
Contractor shall not cause such REO Property to cease to qualify as "foreclosure
property" within the meaning of the Code (determined without regard to the
exception applicable for purposes of Section 860D(a) of the Code), or cause any
income realized in respect of such REO Property to fail to qualify as Rents from
Real Property.


<PAGE>

                  "Index": With respect to each Adjustable-Rate Mortgage Loan
and each related Adjustment Date, the average of the interbank offered rates for
six-month United States dollar deposits in the London market as published in THE
WALL STREET JOURNAL and as most recently available as of the first business day
45 days or more prior to such Adjustment Date, as specified in the related
Mortgage Note.

                  "Initial Note Balance": As set forth in Section 2.02 of the
Indenture.

                  "Insurance Proceeds": Proceeds of the Pool Insurance Policy
(with respect to the Covered Mortgage Loans), any title policy, hazard policy or
other insurance policy covering a Mortgage Loan, to the extent such proceeds are
not to be applied to the restoration of the related Mortgaged Property or
released to the Mortgagor in accordance with the procedures that the Master
Servicer would follow in servicing mortgage loans held for its own account,
subject to the terms and conditions of the related Mortgage Note and Mortgage.

                  "Insured" means the Issuer.

                  "Insured Amount": The sum of (i) the Deficiency Amount and
(ii) any Preference Amount, to be paid pursuant to the terms of the Note Policy
as of an applicable date.

                  "Insured Note Parity Amount": With respect to any Payment
Date, the excess of (i) the aggregate Note Balance of the Class A Notes on such
Payment Date, after taking into account any reduction of such Note Balance on
such Payment Date from sources other than the Note Insurance Policy, over (ii)
the aggregate Stated Principal Balances of the Mortgage Loans for such Payment
Date. With respect to the first Payment Date, the Insured Note Parity Amount
shall equal zero.

                  "Insurers":  Together, the Note Insurer and the Pool Insurer.

                  "Interest Accrual Period": With respect to any Payment Date
and the Class A Notes, the period commencing on the Payment Date in the month
immediately preceding the month in which such Payment Date occurs (or, in the
case of the first Payment Date, commencing on the Closing Date) and ending on
the day preceding such Payment Date.

                  "Interest Carry Forward Amount": With respect to any Payment
Date and the Class A Notes, the sum of (i) the amount, if any, by which (a) the
Interest Payment Amount for such Class of Notes as of the immediately preceding
Payment Date exceeded (b) the actual amount paid on such Class of Notes in
respect of interest on such immediately preceding Payment Date and (ii) the
amount of any Interest Carry Forward Amount for such Class of Notes remaining
unpaid from the previous Payment Date, plus accrued interest thereon calculated
at the related Note Interest Rate for the most recently ended Interest Accrual
Period.

                  "Interest Determination Date": With respect to the Class A
Notes and any Interest Accrual Period therefore (other than the first Interest
Accrual Period), the second LIBOR Business Day preceding the commencement of
such Interest Accrual Period.

                  "Interest Payment Amount": With respect to any Payment Date
and the Class A Notes, the aggregate Accrued Note Interest on the Notes of such
Class for such Payment Date.


<PAGE>

                  "Interest Rate Swap Agreements": The 1992 ISDA Master
Agreements (Multicurrency-Cross Border) dated as of April 19, 2005 (the Master
Agreements) between Credit Suisse First Boston International and the Indenture
Trustee, an ISDA Credit Support Annex (Bilateral Form-New York Law) as of the
same date, which supplements, forms part of, and is subject to the related
Master Agreement, and a confirmation of the same date, which supplements and
forms part of the related Master Agreement.

                  "Investment Company Act": The Investment Company Act of 1940,
as amended, and any amendments thereto.

                  "IRS": The Internal Revenue Service.

                  "Issuer": Argent Mortgage Loan Trust 2005-W1, a Delaware
statutory trust, or its successor in interest.

                  "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.

                  "Late Collections": With respect to any Mortgage Loan and any
Due Period, all amounts received subsequent to the Determination Date
immediately following such Due Period, whether as late payments of Monthly
Payments or as Insurance Proceeds, Liquidation Proceeds, Subsequent Recoveries
or otherwise, which represent late payments or collections of principal and/or
interest due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) but delinquent for such Due Period and not
previously recovered.

                  "Late Payment Rate": As defined in the Note Insurance
Agreement or the Pool Insurance Agreement, as applicable.

                  "LIBOR Business Day": Any day on which banks in the City of
London and the City of New York are open and conducting transactions in United
States dollars.

                  "Lien": Any mortgage, deed of trust, pledge, conveyance,
hypothecation, assignment, participation, deposit arrangement, encumbrance, lien
(statutory or other), preference, priority right or interest or other security
agreement or preferential arrangement of any kind or nature whatsoever,
including, without limitation, any conditional sale or other title retention
agreement, any financing lease having substantially the same economic effect as
any of the foregoing and the filing of any financing statement under the UCC
(other than any such financing statement filed for informational purposes only)
or comparable law of any jurisdiction to evidence any of the foregoing;
provided, however, that any assignment pursuant to Section 6.02 of the Sale and
Servicing Agreement shall not be deemed to constitute a Lien.

                  "Liquidation Event": With respect to any Mortgage Loan, any of
the following events: (i) such Mortgage Loan is paid in full; (ii) a Final
Recovery Determination is made as to such Mortgage Loan; or (iii) such Mortgage
Loan is removed from the Trust Estate by reason of its being purchased, sold or
replaced pursuant to or as contemplated by Section 2.03 or Section 3.16(a) of
the Sale and Servicing Agreement or by reason of a redemption of the Notes
pursuant to Section 8.07 of the Indenture. With respect to any REO Property,
either of the following events: (i) a Final Recovery Determination is made as to
such REO


<PAGE>

Property; or (ii) such REO Property is removed from the Trust Estate by reason
of a redemption of the Notes pursuant to Section 8.07 of the Indenture.

                  "Liquidation Proceeds": The amount (other than Insurance
Proceeds or amounts received in respect of the rental of any REO Property prior
to REO Disposition) received by the Master Servicer in connection with (i) the
taking of all or a part of a Mortgaged Property by exercise of the power of
eminent domain or condemnation, (ii) the liquidation of a defaulted Mortgage
Loan through a trustee's sale, foreclosure sale or otherwise, (iii) the
repurchase, substitution or sale of a Mortgage Loan or an REO Property pursuant
to or as contemplated by Section 2.03, Section 3.13 or Section 3.16(a) of the
Sale and Servicing Agreement or (iv) the removal from the Trust Estate of a
Mortgage Loan or an REO Property pursuant to Section 8.07 of the Indenture.

                  "Loan Group": Loan Group I or Loan Group II, as the context
requires.

                  "Loan Group I": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group I.

                  "Loan Group II": The group of Mortgage Loans identified in the
Mortgage Loan Schedule as having been assigned to Loan Group II.

                  "Loan-to-Value Ratio": As of any date of determination, the
fraction, expressed as a percentage, the numerator of which is the Stated
Principal Balance of the related Mortgage Loan at such date and the denominator
of which is the Value of the related Mortgaged Property.

                  "Lost Note Affidavit": With respect to any Mortgage Loan as to
which the original Mortgage Note has been permanently lost, misplaced or
destroyed and has not been replaced, an affidavit from the Seller certifying
that the original Mortgage Note has been lost, misplaced or destroyed (together
with a copy of the related Mortgage Note) and indemnifying the Issuer against
any loss, cost or liability resulting from the failure to deliver the original
Mortgage Note, in the form of Exhibit A to the Sale and Servicing Agreement.

                  "Loss Reserve Account": The trust account or accounts created
and maintained by the Indenture Trustee pursuant to Section 3.04(e) of the Sale
and Servicing Agreement, which shall be entitled "Deutsche Bank National Trust
Company, as Indenture Trustee, in trust for the registered Holders of Argent
Mortgage Loan Trust 2005-W1, Asset-Backed Notes, Series 2005-W1." The Loss
Reserve Account must be an Eligible Account.

                  "Majority Certificateholder": A Holder of a 50.01% or greater
Certificate Percentage Interest of the Certificates.

                  "Master Servicer": Ameriquest Mortgage Company or any
successor master servicer appointed as provided in the Sale and Servicing
Agreement, in its capacity as Master Servicer hereunder.

                  "Master Servicer Event of Default": One or more of the events
described in Section 7.01 of the Sale and Servicing Agreement.


<PAGE>

                  "Master Servicer Remittance Date": With respect to any Payment
Date, 3:00 p.m. New York time on the last Business Day preceding such Payment
Date.

                  "Master Servicer Reporting Date": With respect to any Payment
Date, 3:00 p.m. New York time on the 18th day of the calendar month in which
such Payment Date occurs or, if such 18th day is not a Business Day, the
Business Day immediately succeeding such 18th day.

                  "Master Servicer Termination Test": With respect to any
Payment Date, the Master Servicer Termination Test shall be failed if the
Cumulative Loss Percentage exceeds 4.00%.

                  "Maximum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
maximum Mortgage Rate thereunder.

                  "Minimum Mortgage Rate": With respect to each Adjustable-Rate
Mortgage Loan, the percentage set forth in the related Mortgage Note as the
minimum Mortgage Rate thereunder.

                  "Monthly Payment": With respect to any Mortgage Loan, the
scheduled monthly payment of principal and interest on such Mortgage Loan which
is payable by the related Mortgagor from time to time under the related Mortgage
Note, determined: (a) after giving effect to (i) any Deficient Valuation and/or
Debt Service Reduction with respect to such Mortgage Loan and (ii) any reduction
in the amount of interest collectible from the related Mortgagor pursuant to the
Relief Act; (b) without giving effect to any extension granted or agreed to by
the Master Servicer pursuant to Section 3.02 of the Sale and Servicing
Agreement; and (c) on the assumption that all other amounts, if any, due under
such Mortgage Loan are paid when due.

                  "Moody's": Moody's Investors Service, Inc., or its successor
in interest.

                  "Mortgage": The mortgage, deed of trust or other instrument
creating a first lien on, or first priority security interest in, a Mortgaged
Property securing a Mortgage Note.

                  "Mortgage File": The mortgage documents listed in Section 2.01
of the Sale and Servicing Agreement pertaining to a particular Mortgage Loan and
any additional documents required to be added to the Mortgage File pursuant to
the Sale and Servicing Agreement.

                  "Mortgage Loan": Each mortgage loan transferred and assigned
to the Issuer and delivered to the Indenture Trustee pursuant to Section 2.01 or
Section 2.03(d) of the Sale and Servicing Agreement, as held from time to time
as a part of the Trust Estate, the Mortgage Loans so held being identified in
the Mortgage Loan Schedule.

                  "Mortgage Loan Purchase Agreement": The agreement between the
Seller and the Depositor, regarding the transfer of the Mortgage Loans by the
Seller to or at the direction of the Depositor, substantially in the form of
Exhibit C annexed to the Sale and Servicing Agreement.


<PAGE>

                  "Mortgage Loan Schedule": As of any date, the list of Mortgage
Loans included in the Trust Estate on such date, separately identifying the
Group I Mortgage Loans and the Group II Mortgage Loans, attached to the Sale and
Servicing Agreement as Schedule 1. The Mortgage Loan Schedule shall set forth
the following information with respect to each Mortgage Loan:

                  (1) the Seller's Mortgage Loan identifying number;

                  (2) [Reserved];

                  (3) the state and zip code of the Mortgaged Property;

                  (4) a code indicating whether the Mortgaged Property is
         owner-occupied;

                  (5) the type of Residential Dwelling constituting the
         Mortgaged Property;

                  (6) the original months to maturity;

                  (7) the Loan-to-Value Ratio at origination;

                  (8) the Mortgage Rate in effect immediately following the
         Cut-off Date;

                  (9) the date on which the first Monthly Payment was due on the
         Mortgage Loan;

                  (10) the stated maturity date;

                  (11) the amount of the Monthly Payment due on the first Due
         Date after the Cut-off Date;

                  (12) the last Due Date on which a Monthly Payment was actually
         applied to the unpaid Stated Principal Balance;

                  (13) the original principal amount of the Mortgage Loan;

                  (14) the Scheduled Principal Balance of the Mortgage Loan as
         of the close of business on the Cut-off Date;

                  (15) with respect to the Adjustable-Rate Mortgage Loans, the
         Gross Margin;

                  (16) a code indicating the purpose of the Mortgage Loan (I.E.,
         purchase, refinance debt consolidation cashout, or refinance debt
         consolidation no cashout);

                  (17) with respect to the Adjustable-Rate Mortgage Loans, the
         Maximum Mortgage Rate;

                  (18) with respect to the Adjustable-Rate Mortgage Loans, the
         Minimum Mortgage Rate;


<PAGE>

                  (19) the Mortgage Rate at origination;

                  (20) with respect to the Adjustable-Rate Mortgage Loans, the
         Periodic Rate Cap and the maximum first Adjustment Date Mortgage Rate
         adjustment;

                  (21) a code indicating the documentation program (I.E., Full
         Documentation, Limited Documentation or Stated Income);

                  (22) with respect to the Adjustable-Rate Mortgage Loans, the
         first Adjustment Date immediately following the Cut-off Date;

                  (23) the risk grade;

                  (24) the Value of the Mortgaged Property;

                  (25) the sale price of the Mortgaged Property, if applicable;

                  (26) the FICO score of the primary Mortgagor;

                  (27) whether the Mortgage Loan is covered by Primary Mortgage
         Insurance; and

                  (28) whether the Mortgage Loan is a Covered Mortgage Loan.

                  The Mortgage Loan Schedule shall set forth the following
information with respect to the Mortgage Loans by Loan Group and in the
aggregate as of the Cut-off Date: (1) the number of Mortgage Loans; (2) the
current Stated Principal Balance of the Mortgage Loans; (3) the weighted average
Mortgage Rate of the Mortgage Loans; and (4) the weighted average maturity of
the Mortgage Loans. The Mortgage Loan Schedule shall be amended from time to
time by the Depositor in accordance with the provisions of the Sale and
Servicing Agreement. With respect to any Qualified Substitute Mortgage Loan, the
Cut-off Date shall refer to the related Cut-off Date for such Mortgage Loan,
determined in accordance with the definition of Cut-off Date herein.

                  "Mortgage Note": The original executed note or other evidence
of the indebtedness of a Mortgagor under a Mortgage Loan.

                  "Mortgage Pool": The pool of Mortgage Loans, identified on
Schedule 1 to the Sale and Servicing Agreement from time to time, and any REO
Properties acquired in respect thereof.

                  "Mortgage Rate": With respect to each Mortgage Loan, the
annual rate at which interest accrues on such Mortgage Loan from time to time in
accordance with the provisions of the related Mortgage Note, which rate (i) with
respect to each Fixed-Rate Mortgage Loan shall remain constant at the rate set
forth in the Mortgage Loan Schedule as the Mortgage Rate in effect immediately
following the Cut-off Date and (ii) with respect to each Adjustable-Rate
Mortgage Loan, (A) as of any date of determination until the first Adjustment
Date following the Cut-off Date shall be the rate set forth in the Mortgage Loan
Schedule as the Mortgage Rate in


<PAGE>

effect immediately following the Cut-off Date and (B) as of any date of
determination thereafter shall be the rate as adjusted on the most recent
Adjustment Date equal to the sum, rounded to the nearest 0.125% as provided in
the Mortgage Note, of the Index, as most recently available as of a date prior
to the Adjustment Date as set forth in the related Mortgage Note, plus the
related Gross Margin; provided that the Mortgage Rate on such Adjustable-Rate
Mortgage Loan on any Adjustment Date shall never be more than the lesser of (i)
the sum of the Mortgage Rate in effect immediately prior to the Adjustment Date
plus the related Periodic Rate Cap, if any, and (ii) the related Maximum
Mortgage Rate, and shall never be less than the greater of (i) the Mortgage Rate
in effect immediately prior to the Adjustment Date less the Periodic Rate Cap,
if any, and (ii) the related Minimum Mortgage Rate. With respect to each
Mortgage Loan that becomes an REO Property, as of any date of determination, the
annual rate determined in accordance with the immediately preceding sentence as
of the date such Mortgage Loan became an REO Property.

                  "Mortgaged Property": The underlying property identified in
the related Mortgage as securing a Mortgage Loan, including any REO Property,
consisting of an Estate in Real Property improved by a Residential Dwelling
(excluding for purposes of construing the representations or warranties made in
the Mortgage Loan Purchase Agreement, any improvements thereupon not considered
by the appraiser in determining the Value of such Mortgaged Property).

                  "Mortgagor":  The obligor on a Mortgage Note.

                  "Net Monthly Excess Cashflow": With respect to any Payment
Date, the sum of (i) any Overcollateralization Reduction Amount for such Payment
Date, (ii) the excess of (x) the Available Funds for such Payment Date over (y)
the sum for such Payment Date of (A) the Senior Interest Payment Amount, (B) the
Principal Remittance Amount, (C) any amount paid to the Note Insurer pursuant to
Section 4.01(a)(1) through (3) of the Sale and Servicing Agreement, (D) any
amount paid to the Pool Insurer pursuant to Section 4.01(a)(1) through (3) of
the Sale and Servicing Agreement and (E) any amount available pursuant to
Section 4.01(a)(3) of the Sale and Servicing Agreement and (iii) any amount
available pursuant to Section 3.04(k) of the Sale and Servicing Agreement.

                  "Net Mortgage Rate": With respect to any Mortgage Loan (or the
related REO Property) as of any date of determination, a per annum rate of
interest equal to the then applicable Mortgage Rate for such Mortgage Loan minus
the Servicing Fee Rate.

                  "Net Swap Payment": In the case of payments made by the
Indenture Trustee on behalf of the Issuer, the excess, if any, of (x) the Fixed
Swap Payment over (y) the Floating Swap Payment and in the case of payments made
by the Swap Provider, the excess, if any, of (x) the Floating Swap Payment over
(y) the Fixed Swap Payment. In each case, the Net Swap Payment shall not be less
than zero.

                  "New Lease": Any lease of REO Property entered into on behalf
of the Issuer, including any lease renewed or extended on behalf of the Issuer,
if the Issuer has the right to renegotiate the terms of such lease.


<PAGE>

                  "Nonrecoverable Advance": Any Advance previously made or
proposed to be made in respect of a Mortgage Loan or REO Property that, in the
good faith business judgment of the Master Servicer, will not or, in the case of
a proposed Advance, would not be ultimately recoverable from related Late
Collections, Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or
REO Property as provided herein.

                  "Nonrecoverable Servicing Advance": Any Servicing Advance
previously made or proposed to be made in respect of a Mortgage Loan or REO
Property that, in the good faith business judgment of the Master Servicer, shall
not or, in the case of a proposed Servicing Advance, would not be ultimately
recoverable from related Late Collections, Insurance Proceeds or Liquidation
Proceeds on such Mortgage Loan or REO Property as provided herein.

                  "Note": Any one of the Asset-Backed Notes, Series 2005-W1,
Class A-1 and Class A-2, issued under the Indenture.

                  "Note Balance": With respect to each Class A Note as of any
date of determination, the Note Balance of such Note on the Payment Date
immediately prior to such date of determination, minus all payments allocable to
principal made thereon on such Payment Date.

                  Exclusively for the purpose of determining any subrogation
rights of the Note Insurer arising under the Indenture, "Note Balance" of the
Class A Notes shall not be reduced by the amount of any payments made by the
Note Insurer in respect of principal on such Notes under the Note Insurance
Policy, except to the extent such payment shall have been reimbursed to the Note
Insurer pursuant to the provisions of the Indenture.

                  "Note Insurance Agreement": The Insurance and Indemnity
Agreement, dated as of April 19, 2005, among the Note Insurer, the Master
Servicer, the Seller, the Indenture Trustee, the Issuer and the Depositor.

                  "Note Insurance Policy": The Financial Guaranty Insurance
Company Surety Bond No. 05030018 issued by the Note Insurer in respect of the
Class A Notes, and all endorsements thereto dated as of the Closing Date, a copy
of which is attached hereto as Exhibit G to the Sale and Servicing Agreement.

                  "Note Insurance Policy Payments Account": The account created
and maintained by the Indenture Trustee pursuant to Section 9.04 of the Sale and
Servicing Agreement, which shall be entitled "Deutsche Bank National Trust
Company, as Indenture Trustee, in trust for the registered holders of Argent
Mortgage Loan Trust 2005-W1, Asset-Backed Notes, Series 2005-W1, Class A." The
Note Policy Payments Account must be an Eligible Account.

                  "Note Insurer": Financial Guaranty Insurance Company, a New
York stock insurance corporation, or its successors in interest.

                  "Note Insurer Default": The existence and continuance of any
of the following:

                  (a) The Note Insurer fails to make a payment required under
         the Policy in accordance with its terms; or


<PAGE>

                  (b)(i) the Note Insurer (A) files any petition or commences
         any case or proceeding under any provision or chapter of the Bankruptcy
         Code, the New York Insurance Law or any other similar federal or state
         law relating to insolvency, bankruptcy, rehabilitation, liquidation or
         reorganization, (B) makes a general assignment for the benefit of its
         creditors, or (C) has an order for relief entered against it under the
         Bankruptcy Code, the New York Insurance Law or any other similar
         federal or state law relating to insolvency, bankruptcy,
         rehabilitation, liquidation or reorganization that is final and
         nonappealable; or (ii) a court of competent jurisdiction, the New York
         Department of Insurance or other competent regulatory authority enters
         a final and nonappealable order, judgment or decree (A) appointing a
         custodian, trustee, agent or receiver for the Note Insurer or for all
         or any material portion of its property or (B) authorizing the taking
         of possession by a custodian, trustee, agent or receiver of the Note
         Insurer (or the taking of possession of all or any material portion of
         the property of the Note Insurer).

                  "Note Insurer Premium": The Note Insurance Policy premium
payable pursuant to Section 4.01 of the Sale and Servicing Agreement for each
Payment Date in an amount equal to the Note Insurer Premium Rate accrued for one
month, on the basis of a 360-day year consisting of twelve 30-day months, on the
aggregate Note Balance of the Class A Notes immediately prior to such Payment
Date.

                  "Note Insurer Premium Rate": The per annum rate at which the
Note Insurer Premium for the Note Insurance Policy is calculated, as set forth
in the definition of "Premium" in the Note Insurance Agreement; provided,
however, in the event that the Note Insurer elects not to have a Qualifed Pool
Insurer provide a replacement policy if the Pool Insurer is terminated as set
forth in Section 3.14 of the Sale and Servicing Agreement, the Note Insurer
Premium Rate shall increase by an amount equal to the Pool Insurer Premium which
will accrue as of the date of the termination of the Pool Insurer

                  "Note Insurer Reimbursement Amount": As of any Payment Date,
the sum of (i) all Insured Amounts and Preference Amounts previously received by
the Indenture Trustee and previously paid by the Note Insurer and in each case
not previously repaid to the Note Insurer pursuant to Section 4.01 of the Sale
and Servicing Agreement plus (ii) interest accrued on each such Insured Amount
and Preference Amount not previously repaid calculated at the related Late
Payment Rate for the Class A Notes from the date the Indenture Trustee received
the related Insured Amounts or Preference Amounts paid by the Note Insurer.

                  "Note Interest Rate": With respect to any Class of Class A
Notes and any Payment Date, a rate per annum equal to the lesser of (i) the
Formula Rate and (ii) the related Available Funds Cap Rate for such Payment
Date.

                  "Note Margin": With respect to the Class A Notes, margin set
forth below:

                                       Note Margin
                                --------------------------
                      Class       (1) (%)      (2) (%)
                   ------------ ------------ -------------
                       A-1         0.240        0.480
                       A-2         0.240        0.480

<PAGE>

(1)      For the Interest Accrual Period for each Payment Date on or prior to
         the Optional Redemption Date.
(2)      For the Interest Accrual Period for each Payment Date after the
         Optional Redemption Date.

                  "Note Owner": With respect to a Book-Entry Note, the Person
who is the beneficial owner of such Note as reflected on the books of the
Depository or on the books of a Depository Participant or on the books of an
indirect participating brokerage firm for which a Depository Participant acts as
agent.

                  "Note Register" and "Note Registrar": The register maintained
and the registrar appointed pursuant to Section 4.02 of the Indenture.

                  "Noteholder" or "Holder": The Person in whose name a Note is
registered in the Note Register, except that, any Note registered in the name of
the Depositor, the Issuer, the Indenture Trustee, the Seller or the Master
Servicer or any Affiliate of any of them shall be deemed not to be a holder or
holders, nor shall any so owned be considered outstanding, for purposes of
giving any request, demand, authorization, direction, notice, consent or waiver
under the Indenture or the Trust Agreement; provided that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that a Responsible Officer of the Indenture Trustee or the Owner Trustee
actually knows to be so owned shall be so disregarded. Owners of Notes that have
been pledged in good faith may be regarded as Holders if the pledgee establishes
to the satisfaction of the Indenture Trustee or the Owner Trustee 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 or any Affiliate of any of the
foregoing Persons.

                  "Officers' Certificate": With respect to the Depositor, a
certificate signed by the Chairman of the Board, the Vice Chairman of the Board,
the President or a vice president (however denominated), and by the Treasurer,
the Secretary, or one of the assistant treasurers or assistant secretaries. With
respect to the Master Servicer, any officer who is authorized to act for the
Master Servicer in matters relating to this Agreement, and whose action is
binding upon the Master Servicer, initially including those individuals whose
names appear on the list of authorized officers delivered at the closing. With
respect to the Issuer, a certificate signed by any Authorized Officer of the
Issuer, under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 10.01 of the Indenture, and delivered to the
Indenture Trustee. Unless otherwise specified, any reference in the Indenture to
an Officer's Certificate shall be to an Officer's Certificate of any Authorized
Officer of the Issuer.

                  "One-Month LIBOR": With respect to the Class A Notes and any
Interest Accrual Period therefor, the rate determined by the Indenture Trustee
on the related Interest Determination Date on the basis of the offered rate for
one-month U.S. dollar deposits, as such rate appears on Telerate Page 3750 as of
11:00 a.m. (London time) on such Interest Determination Date; provided that if
such rate does not appear on Telerate Page 3750, the rate for such date shall be
determined on the basis of the offered rates of the Reference Banks for
one-month U.S. dollar deposits, as of 11:00 a.m. (London time) on such Interest
Determination Date. In such event, the Indenture Trustee shall request the
principal London office of each of the Reference Banks to provide a quotation of
its rate. If on such Interest Determination Date, two or more Reference Banks
provide such offered quotations, One-Month LIBOR for the related Interest
Accrual Period shall be the arithmetic mean of such offered quotations (rounded

<PAGE>

upwards, if necessary, to the nearest whole multiple of 1/16%). If on such
Interest Determination Date, fewer than two Reference Banks provide such offered
quotations, One-Month LIBOR for the related Interest Accrual Period shall be the
higher of (i) LIBOR as determined on the previous Interest Determination Date
and (ii) the Reserve Interest Rate. Notwithstanding the foregoing, if, under the
priorities described above, LIBOR for an Interest Determination Date would be
based on LIBOR for the previous Interest Determination Date for the third
consecutive Interest Determination Date, the Indenture Trustee shall select,
after consultation with the Depositor and the Note Insurer, an alternative
comparable index (over which the Indenture Trustee has no control), used for
determining one-month Eurodollar lending rates that is calculated and published
(or otherwise made available) by an independent party.

                  "Opinion of Counsel": A written opinion of counsel, who may,
without limitation, be salaried counsel for the Depositor or the Master Servicer
acceptable to the Indenture Trustee, if such opinion is delivered to the
Indenture Trustee, acceptable to the Note Insurer, if such opinion is delivered
to the Note Insurer and acceptable to the Pool Insurer, if such opinion is
delivered to the Pool Insurer

                  "Optional Redemption Date": The first Payment Date on which
the aggregate Stated Principal Balance of the Mortgage Loans (and properties
acquired in respect thereof) remaining in the Trust Estate is reduced to an
amount less than 10% of the aggregate Stated Principal Balance of the Mortgage
Loans as of the Cut-off Date.

                  "Originators": Collectively, Argent Mortgage Company, LLC and
Olympus Mortgage Company.

                  "Outstanding": With respect to the Class A Notes, as of the
date of determination, all Notes theretofore executed, authenticated and
delivered under this Indenture except:

                  (i) Notes theretofore canceled by the Note Registrar or
         delivered to the Indenture Trustee for cancellation; and

                  (ii) Notes in exchange for or in lieu of which other Notes
         have been executed, authenticated and delivered pursuant to the
         Indenture unless proof satisfactory to the Indenture Trustee is
         presented that any such Notes are held by a holder in due course.

                  "Overcollateralization Deficiency Amount": With respect to any
Payment Date, the excess, if any, of (a) the Overcollateralization Target Amount
applicable to such Payment Date over (b) the Overcollateralized Amount
applicable to such Payment Date (calculated for this purpose only, after
assuming that 100% of the Principal Remittance Amount on such Payment Date has
been paid).

                  "Overcollateralization Increase Amount": With respect to any
Payment Date, the lesser of (a) the Overcollateralization Deficiency Amount as
of such Payment Date and (b) the Net Monthly Excess Cashflow for such Payment
Date.

                  "Overcollateralization Reduction Amount": With respect to any
Payment Date, an amount equal to the lesser of (a) the Excess Overcollateralized
Amount and (b) the Principal Remittance Amount.


<PAGE>

                  "Overcollateralization Target Amount": With respect to any
Payment Date (i) prior to the Stepdown Date, 3.25% of the aggregate Stated
Principal Balance of the Mortgage Loans as of the Cut-off Date, (ii) on or after
the Stepdown Date provided a Trigger Event is not in effect, the greater of (x)
6.50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
last day of the related Due Period (after giving effect to scheduled payments of
principal due during the related Due Period, to the extent received or advanced
and unscheduled collections of principal received during the related Prepayment
Period) and (y) $12,500,001, or (iii) on or after the Stepdown Date and if a
Trigger Event is in effect, the Overcollateralization Target Amount for the
immediately preceding Payment Date. Notwithstanding the foregoing, on and after
any Payment Date following the reduction of the aggregate Note Balance of the
Class A Notes to zero, the Overcollateralization Target Amount shall be zero.

                  "Overcollateralized Amount": With respect to any Payment Date,
the excess, if any, of (a) the aggregate Stated Principal Balances of the
Mortgage Loans and REO Properties immediately following such Payment Date (after
giving effect to scheduled payments of principal due during the related Due
Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period), over (b) the aggregate
Note Balance of the Class A Notes as of such Payment Date (after giving effect
to payments to be made on such Payment Date).

                  "Owner Trust Estate": The corpus of the Issuer created by the
Trust Agreement which consists of items referred to in Section 3.01 of the Trust
Agreement.

                  "Owner Trustee": U.S. Bank Trust National Association, acting
not in its individual capacity but solely as Owner Trustee, and its successors
and assigns or any successor owner trustee appointed pursuant to the terms of
the Trust Agreement.

                  "Owner Trustee Fee": With respect to each Payment Date
beginning on the 13th Payment Date, one twelfth (1/12) of the Owner Trustee's
annual administration fee, which the Owner Trustee shall provide to the Servicer
and the Indenture Trustee.

                  "Paying Agent": Any paying agent or co-paying agent appointed
pursuant to Section 3.03 of the Indenture, which initially shall be the
Indenture Trustee.

                  "Payment Account": The trust account or accounts created and
maintained by the Indenture Trustee pursuant to Section 3.04(e) of the Sale and
Servicing Agreement, which shall be entitled "Deutsche Bank National Trust
Company, as Indenture Trustee, in trust for the registered Holders of Ameriquest
Mortgage Loan Trust 2005-W1, Asset-Backed Notes, Series 2005-W1." The Payment
Account must be an Eligible Account.

                  "Payment Date": The 25th day of any month, or if such 25th day
is not a Business Day, the next succeeding Business Day, commencing in May 2005.

                  "Percentage Interest": With respect to any Note, the
percentage obtained by dividing the Note Balance of such Note by the aggregate
Note Balances of all Notes of that Class. With respect to any Certificate, the
percentage as stated on the face thereof.


<PAGE>

                  "Periodic Rate Cap": With respect to each Adjustable-Rate
Mortgage Loan and any Adjustment Date therefor, the fixed percentage set forth
in the related Mortgage Note, which is the maximum amount by which the Mortgage
Rate for such Mortgage Loan may increase or decrease (without regard to the
Maximum Mortgage Rate or the Minimum Mortgage Rate) on such Adjustment Date from
the Mortgage Rate in effect immediately prior to such Adjustment Date.

                  "Permitted Investments": Any one or more of the following
obligations or securities acquired at a purchase price of not greater than par,
regardless of whether issued by the Depositor, the Master Servicer, the Note
Insurer, the Pool Insurer, the Indenture Trustee or any of their respective
Affiliates:

                  (i) direct obligations of, or obligations fully guaranteed as
         to timely payment of principal and interest by, the United States or
         any agency or instrumentality thereof, provided such obligations are
         backed by the full faith and credit of the United States;

                  (ii) demand and time deposits in, certificates of deposit of,
         or bankers' acceptances (which shall each have an original maturity of
         not more than 90 days and, in the case of bankers' acceptances, shall
         in no event have an original maturity of more than 365 days or a
         remaining maturity of more than 30 days) denominated in United States
         dollars and issued by, any Depository Institution;

                  (iii) repurchase obligations with respect to any security
         described in clause (i) above entered into with a Depository
         Institution (acting as principal);

                  (iv) securities bearing interest or sold at a discount that
         are issued by any corporation incorporated under the laws of the United
         States of America or any state thereof and that are rated by each
         Rating Agency that rates such securities in its highest long-term
         unsecured rating categories at the time of such investment or
         contractual commitment providing for such investment;

                  (v) commercial paper (including both non-interest-bearing
         discount obligations and interest-bearing obligations payable on demand
         or on a specified date not more than 30 days after the date of
         acquisition thereof) that is rated by each Rating Agency that rates
         such securities in its highest short-term unsecured debt rating
         available at the time of such investment;

                  (vi) units of money market funds, including money market funds
         advised by the Indenture Trustee or an Affiliate thereof, that have
         been rated "Aaa" by Moody's, "AAA" by Fitch and "AAA" by S&P; and

                  (vii) if previously confirmed in writing to the Indenture
         Trustee and consented to by the Note Insurer, any other demand, money
         market or time deposit, or any other obligation, security or
         investment, as may be acceptable to the Rating Agencies as a permitted
         investment of funds backing securities having ratings equivalent to its
         highest initial rating of the Class A Notes (without regard to the
         Policy);


<PAGE>

provided, however, that no instrument described hereunder shall evidence either
the right to receive (a) only interest with respect to the obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provide a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying obligations.

                  "Person": Any individual, corporation, partnership, joint
venture, association, joint-stock company, trust, unincorporated organization or
government or any agency or political subdivision thereof.

                  "Plan": Any employee benefit plan or certain other retirement
plans and arrangements, including individual retirement accounts and annuities,
Keogh plans and bank collective investment funds and insurance company general
or separate accounts in which such plans, accounts or arrangements are invested,
that are subject to ERISA and Section 4975 of the Code.

                  "Pool Insurance Policy": The mortgage pool insurance policy
(policy number 05-078029) dated the Closing Date and issued by the Pool Insurer
for the benefit of the Noteholders, a copy of which is attached as Exhibit G to
the Sale and Servicing Agreement.

                  "Pool Insurer": Radian Guaranty Inc., a Pennsylvania
corporation and stock mortgage insurance company, or any permitted successor
thereof, as issuer of the Pool Insurance Policy.

                  "Pool Insurer Premium": On the Closing Date, 0.08% of the
aggregate Stated Principal Balance of the Covered Mortgage Loans as of the
Cut-off Date. On each Payment Date following the Closing Date, 0.21% per annum,
based on the aggregate Stated Principal Balance of the Covered Mortgage Loans as
of first day of the related Due Period, calculated on an actual/360 basis.

                  "Pool Insurer Reimbursement Amount": As of any Payment Date,
the sum of all amounts owed to the Pool Insurer in reimbursement of amounts paid
by the Pool Insurer under the Pool Insurance Policy.

                  "Pool Payment": Subject to the Deductible Amount and the
Aggregate Loss Limit, the amount of loss payable to the Indenture Trustee on
each individual claim shall be the total of: (1) the unpaid principal balance at
the time of an Approved Sale on such Mortgaged Property, (2) the amount of the
accumulated delinquent interest computed to the date of claim settlement at the
related Mortgage Rate and (3) the amount of advances made on behalf of the
Insured (as described in Pool Insurance Policy) less the net proceeds upon an
Approved Sale on such Mortgaged Property.

                  "Preference Amount": Any amounts covered by the Note Insurance
Policy that were paid in respect of the Class A Notes which are recovered from
any Holder of a Class A Note as a voidable preference by a trustee in bankruptcy
pursuant to the United States Bankruptcy Code or other similar law in accordance
with a final, nonappealable order of a court having competent jurisdiction and
which have not theretofore been repaid to such Holders.


<PAGE>

                  "Prepayment Assumption": As defined in the Prospectus
Supplement.

                  "Prepayment Charge": With respect to any Prepayment Period,
any prepayment premium, fee or charge payable by a Mortgagor in connection with
any Principal Prepayment pursuant to the terms of the related Mortgage Note as
from time to time held as a part of the Trust Estate, the Prepayment Charges so
held being identified in the Prepayment Charge Schedule (other than any Master
Servicer Prepayment Charge Payment Amount).

                  "Prepayment Interest Excess": With respect to any Payment
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the calendar month in which such Payment Date occurs and the
Determination Date of the calendar month in which such Payment Date occurs, an
amount equal to interest (to the extent received) at the applicable Net Mortgage
Rate on the amount of such Principal Prepayment for the number of days
commencing on the first day of the calendar month in which such Payment Date
occurs and ending on the last date through which interest is collected from the
related Mortgagor. The Master Servicer may withdraw such Prepayment Interest
Excess from the Collection Account in accordance with Section 3.05(a)(iv) of the
Sale and Servicing Agreement.

                  "Prepayment Interest Shortfall": With respect to any Payment
Date, for each Mortgage Loan that was the subject of a Principal Prepayment in
full during the portion of the related Prepayment Period occurring between the
first day of the related Prepayment Period and the last day of the calendar
month preceding the month in which such Payment Date occurs, an amount equal to
interest at the applicable Net Mortgage Rate on the amount of such Principal
Prepayment for the number of days commencing on the day after the last date on
which interest is collected from the related Mortgagor and ending on the last
day of the calendar month preceding such Payment Date. The obligations of the
Master Servicer in respect of any Prepayment Interest Shortfall are set forth in
Section 4.03(e) of the Sale and Servicing Agreement.

                  "Prepayment Period": With respect to any Payment Date, the
period commencing on the day after the Determination Date in the calendar month
preceding the calendar month in which such Payment Date occurs (or, in the case
of the first Payment Date, commencing on April 1, 2005) and ending on the
Determination Date of the calendar month in which such Payment Date occurs.

                  "Principal Prepayment": Any payment of principal made by the
Mortgagor on a Mortgage Loan which is received in advance of its scheduled Due
Date and which is not accompanied by an amount of interest representing the full
amount of scheduled interest due on any Due Date in any month or months
subsequent to the month of prepayment.

                  "Principal Remittance Amount": With respect to any Payment
Date, the sum of the (i) the Group I Principal Remittance Amount and (ii) the
Group II Principal Remittance Amount.

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


<PAGE>

                  "Prospectus Supplement": The Prospectus Supplement, dated
April 15, 2005, relating to the public offering of the Class A Notes.

                  "PTCE": A Prohibited Transaction Class Exemption.

                  "Purchase Price": With respect to any Mortgage Loan or REO
Property to be purchased pursuant to or as contemplated by Section 2.03 or
Section 3.16(a) of the Sale and Servicing Agreement or removed from the Trust
Estate pursuant to Section 8.07 of the Indenture, and as confirmed by an
Officers' Certificate from the Master Servicer to the Indenture Trustee, an
amount equal to the sum of (i) 100% of the Stated Principal Balance thereof as
of the date of purchase (or such other price as provided in Section 8.07 of the
Indenture), (ii) in the case of (x) a Mortgage Loan, accrued interest on such
Stated Principal Balance at the applicable Net Mortgage Rate in effect from time
to time from the Due Date as to which interest was last covered by a payment by
the Mortgagor or an Advance by the Master Servicer, which payment or Advance had
as of the date of purchase been paid pursuant to Section 4.01 of the Sale and
Servicing Agreement, through the end of the calendar month in which the purchase
is to be effected and (y) an REO Property, the sum of (1) accrued interest on
such Stated Principal Balance at the applicable Net Mortgage Rate in effect from
time to time from the Due Date as to which interest was last covered by a
payment by the Mortgagor or an advance by the Master Servicer through the end of
the calendar month immediately preceding the calendar month in which such REO
Property was acquired plus (2) REO Imputed Interest for such REO Property for
each calendar month commencing with the calendar month in which such REO
Property was acquired and ending with the calendar month in which such purchase
is to be effected, net of the total of all net rental income, Insurance
Proceeds, Liquidation Proceeds and Advances that as of the date of purchase had
been paid as or to cover REO Imputed Interest pursuant to Section 4.01 of the
Sale and Servicing Agreement, (iii) any unreimbursed Servicing Advances and
Advances and any unpaid Servicing Fees allocable to such Mortgage Loan or REO
Property, (iv) any amounts previously withdrawn from the Collection Account in
respect of such Mortgage Loan or REO Property pursuant to Sections 3.05(a)(v)
and 3.16(a) of the Sale and Servicing Agreement and (v) in the case of a
Mortgage Loan required to be purchased pursuant to Section 2.03 of the Sale and
Servicing Agreement, expenses reasonably incurred or to be incurred by the
Master Servicer, the Note Insurer, the Pool Insurer or the Indenture Trustee in
respect of the breach or defect giving rise to the purchase obligation, as well
as any costs and damages incurred by the Issuer in connection with any violation
by such loan of any predatory or abusive lending law.

                  "Qualified Pool Insurer": A mortgage guaranty insurance
company duly qualified, to the extent required by applicable law, as such under
the laws of the state of its organization and each other state having
jurisdiction over the insurer in connection with the Pool Insurance Policy, duly
authorized and licensed, to the extent required by applicable law, by the
insurance regulatory authority of the state of its organization and each such
other state, to transact mortgage guaranty insurance business in the state of
its organization and each such other state and to write the insurance provided
by the Pool Insurance Policy, and approved as an insurer by Fannie Mae and
Freddie Mac or having a claims paying ability rating of at least "AA" or
equivalent rating by at least two nationally recognized statistical rating
organizations. Any replacement insurer with respect to the Pool Insurance Policy
must be acceptable to the Note Insurer.


<PAGE>

                  "Qualified Substitute Mortgage Loan": A mortgage loan
substituted for a Deleted Mortgage Loan which must, on the date of such
substitution, (i) have an outstanding Stated Principal Balance, after
application of all scheduled payments of principal and interest due during or
prior to the month of substitution, not in excess of the Scheduled Principal
Balance of the Deleted Mortgage Loan as of the Due Date in the calendar month
during which the substitution occurs, (ii) have a Mortgage Rate not less than
(and not more than one percentage point in excess of) the Mortgage Rate of the
Deleted Mortgage Loan, (iii) with respect to any Adjustable-Rate Mortgage Loan,
have a Maximum Mortgage Rate not less than the Maximum Mortgage Rate on the
Deleted Mortgage Loan, (iv) with respect to any Adjustable-Rate Mortgage Loan,
have a Minimum Mortgage Rate not less than the Minimum Mortgage Rate of the
Deleted Mortgage Loan, (v) with respect to Adjustable-Rate Mortgage Loan, have a
Gross Margin equal to the Gross Margin of the Deleted Mortgage Loan, (vi) with
respect to any Adjustable-Rate Mortgage Loan, have a next Adjustment Date not
more than two months later than the next Adjustment Date on the Deleted Mortgage
Loan, (vii) have a remaining term to maturity not greater than (and not more
than one year less than) that of the Deleted Mortgage Loan, (viii) have the same
Due Date as the Due Date on the Deleted Mortgage Loan, (ix) have a Loan-to-Value
Ratio as of the date of substitution equal to or lower than the Loan-to-Value
Ratio of the Deleted Mortgage Loan as of such date, (x) have a risk grading
determined by the Seller at least equal to the risk grading assigned on the
Deleted Mortgage Loan, (xi) have been underwritten or reunderwritten by the
Seller or an Affiliate of the Seller in accordance with the same underwriting
criteria and guidelines as the Deleted Mortgage Loan, (xii) have a Prepayment
Charge provision at least equal to the Prepayment Charge provision of the
Deleted Mortgage Loan, (xiii) not be more than 59 or more days delinquent or any
additional days delinquent than the Deleted Mortgage Loan and (xiv) conform to
each representation and warranty set forth in Section 6 of the Mortgage Loan
Purchase Agreement applicable to the Deleted Mortgage Loan. In the event that
one or more mortgage loans are substituted for one or more Deleted Mortgage
Loans, the amounts described in clause (i) hereof shall be determined on the
basis of aggregate Stated Principal Balances, the Mortgage Rates described in
clause (ii) hereof shall be determined on the basis of weighted average Mortgage
Rates, the terms described in clause (vii) hereof shall be determined on the
basis of weighted average remaining terms to maturity, the Loan-to-Value Ratios
described in clause (ix) hereof shall be satisfied as to each such mortgage
loan, the risk gradings described in clause (x) hereof shall be satisfied as to
each such mortgage loan and, except to the extent otherwise provided in this
sentence, the representations and warranties described in clause (xiv) hereof
must be satisfied as to each Qualified Substitute Mortgage Loan or in the
aggregate, as the case may be.

                  "Rating Agency" or "Rating Agencies": Moody's and S&P or their
successors. If such agencies or their successors are no longer in existence,
"Rating Agencies" shall be such nationally recognized statistical rating
agencies, or other comparable Persons, designated by the Depositor (and
consented to by the Note Insurer), notice of which designation shall be given to
the Indenture Trustee and the Master Servicer.

                  "Realized Loss": With respect to each Mortgage Loan as to
which a Final Recovery Determination has been made, an amount (not less than
zero) equal to (i) the unpaid Stated Principal Balance of such Mortgage Loan as
of the commencement of the calendar month in which the Final Recovery
Determination was made, plus (ii) accrued interest from the Due Date as to which
interest was last paid by the Mortgagor through the end of the calendar month

<PAGE>

in which such Final Recovery Determination was made, calculated in the case of
each calendar month during such period (A) at an annual rate equal to the annual
rate at which interest was then accruing on such Mortgage Loan and (B) on a
principal amount equal to the Stated Principal Balance of such Mortgage Loan as
of the close of business on the Payment Date during such calendar month, plus
(iii) any amounts previously withdrawn from the Collection Account in respect of
such Mortgage Loan pursuant to Section 3.05(a)(v) and Section 3.12(c) of the
Sale and Servicing Agreement, minus (iv) the proceeds, if any, received in
respect of such Mortgage Loan during the calendar month in which such Final
Recovery Determination was made, net of amounts that are payable therefrom to
the Master Servicer with respect to such Mortgage Loan pursuant to Section
3.05(a)(ii) of the Sale and Servicing Agreement If the Master Servicer receives
Subsequent Recoveries with respect to any Mortgage Loan, the amount of Realized
Losses with respect to that Mortgage Loan shall be reduced to the extent such
recoveries are applied to principal distributions on any Payment Date.

                  With respect to any REO Property as to which a Final Recovery
Determination has been made, an amount (not less than zero) equal to (i) the
unpaid Stated Principal Balance of the related Mortgage Loan as of the date of
acquisition of such REO Property on behalf of the Issuer, plus (ii) accrued
interest from the Due Date as to which interest was last paid by the Mortgagor
in respect of the related Mortgage Loan through the end of the calendar month
immediately preceding the calendar month in which such REO Property was
acquired, calculated in the case of each calendar month during such period (A)
at an annual rate equal to the annual rate at which interest was then accruing
on the related Mortgage Loan and (B) on a principal amount equal to the Stated
Principal Balance of the related Mortgage Loan as of the close of business on
the Payment Date during such calendar month, plus (iii) REO Imputed Interest for
such REO Property for each calendar month commencing with the calendar month in
which such REO Property was acquired and ending with the calendar month in which
such Final Recovery Determination was made, plus (iv) any amounts previously
withdrawn from the Collection Account in respect of the related Mortgage Loan
pursuant to Section 3.05(a)(v) and Section 3.12(c) of the Sale and Servicing
Agreement, minus (v) the aggregate of all Advances made by the Master Servicer
in respect of such REO Property or the related Mortgage Loan for which the
Master Servicer has been or, in connection with such Final Recovery
Determination, shall be reimbursed pursuant to Section 3.13 of the Sale and
Servicing Agreement out of rental income, Insurance Proceeds and Liquidation
Proceeds received in respect of such REO Property, minus (vi) the total of all
net rental income, Insurance Proceeds and Liquidation Proceeds received in
respect of such REO Property that has been, or in connection with such Final
Recovery Determination, shall be transferred to the Payment Account pursuant to
Section 3.13 of the Sale and Servicing Agreement.

                  With respect to each Mortgage Loan which has become the
subject of a Deficient Valuation, the difference between the Stated Principal
Balance of the Mortgage Loan outstanding immediately prior to such Deficient
Valuation and the Stated Principal Balance of the Mortgage Loan as reduced by
the Deficient Valuation.

                  With respect to each Mortgage Loan which has become the
subject of a Debt Service Reduction, the portion, if any, of the reduction in
each affected Monthly Payment attributable to a reduction in the Mortgage Rate
imposed by a court of competent jurisdiction.


<PAGE>

Each such Realized Loss shall be deemed to have been incurred on the Due Date
for each affected Monthly Payment.

                  If the Master Servicer receives Subsequent Recoveries with
respect to any Mortgage Loan, the amount of the Realized Loss with respect to
that Mortgage Loan shall be reduced to the extent such recoveries are applied to
principal distributions on any Payment Date.

                  "Record Date": With respect to each Payment Date and any Class
A Note that is a Book-Entry Note, the Business Day immediately preceding such
Payment Date. With respect to each Payment Date and any Class A Note that
becomes a Definitive Note, the last Business Day of the month immediately
preceding the month in which such Payment Date occurs.

                  "Redemption Price": As defined in Section 8.07 of the
Indenture.

                  "Reference Banks": Deutsche Bank, Barclays Bank PLC, The Tokyo
Mitsubishi Bank and National Westminster Bank PLC and their successors in
interest; provided, however, that if any of the foregoing banks are not suitable
to serve as a Reference Bank, then any leading banks selected by the Indenture
Trustee (after consultation with the Depositor and the Note Insurer) which are
engaged in transactions in Eurodollar deposits in the international Eurocurrency
market (i) with an established place of business in London, (ii) not
controlling, under the control of or under common control with the Depositor or
any Affiliate thereof and (iii) which have been designated as such by the
Indenture Trustee.

                  "Refinanced Mortgage Loan": A Mortgage Loan the proceeds of
which were not used to purchase the related Mortgaged Property.

                  "Relief Act": The Servicemembers Civil Relief Act or any
applicable state law providing similar relief.

                  "Relief Act Interest Shortfall": With respect to any Payment
Date and any Mortgage Loan, any reduction in the amount of interest collectible
on such Mortgage Loan for the most recently ended calendar month as a result of
the application of the Relief Act.

                  "Remittance Report": A report in form and substance that is
acceptable to the Indenture Trustee and the Note Insurer on a magnetic disk or
tape prepared by the Master Servicer pursuant to Section 4.03 of the Sale and
Servicing Agreement with such additions, deletions and modifications as agreed
to by the Indenture Trustee and the Master Servicer.

                  "Rents from Real Property": With respect to any REO Property,
gross income of the character described in Section 856(d) of the Code as being
included in the term "rents from real property."

                  "REO Account": Each of the accounts maintained by the Master
Servicer in respect of an REO Property pursuant to Section 3.13 of the Sale and
Servicing Agreement, which account may be the Collection Account subject to
Section 3.13.

                  "REO Disposition": The sale or other disposition of an REO
Property on behalf of the Issuer.


<PAGE>

                  "REO Imputed Interest": As to any REO Property, for any
calendar month during which such REO Property was at any time part of the
Issuer, one month's interest at the applicable Net Mortgage Rate on the Stated
Principal Balance of such REO Property (or, in the case of the first such
calendar month, of the related Mortgage Loan, if appropriate) as of the close of
business on the Payment Date in such calendar month.

                  "REO Principal Amortization": With respect to any REO
Property, for any calendar month, the excess, if any, of (a) the aggregate of
all amounts received in respect of such REO Property during such calendar month,
whether in the form of rental income, sale proceeds (including, without
limitation, that portion of the Redemption Price paid in connection with a
purchase of all of the Notes pursuant to Section 8.07 of the Indenture that is
allocable to such REO Property) or otherwise, net of any portion of such amounts
(i) payable pursuant to Section 3.13(c) of the Sale and Servicing Agreement in
respect of the proper operation, management and maintenance of such REO Property
or (ii) payable or reimbursable to the Master Servicer pursuant to Section
3.13(d) of the Sale and Servicing Agreement for unpaid Servicing Fees in respect
of the related Mortgage Loan and unreimbursed Servicing Advances and Advances in
respect of such REO Property or the related Mortgage Loan, over (b) the REO
Imputed Interest in respect of such REO Property for such calendar month.

                  "REO Property": A Mortgaged Property acquired by the Master
Servicer on behalf of the Issuer through foreclosure or deed-in-lieu of
foreclosure, as described in Section 3.13 of the Sale and Servicing Agreement.

                  "Representative": Morgan Stanley & Co. Incorporated.

                  "Request for Release": A release signed by a Servicing
Officer, in the form of Exhibit D attached to the Sale and Servicing Agreement.

                  "Reserve Interest Rate": With respect to any Interest
Determination Date, the rate per annum that the Indenture Trustee determines to
be either (i) the arithmetic mean (rounded upwards if necessary to the nearest
whole multiple of 1/16%) of the one-month U.S. dollar lending rates which New
York City banks selected by the Indenture Trustee are quoting on the relevant
Interest Determination Date to the principal London offices of leading banks in
the London interbank market or (ii) in the event that the Indenture Trustee can
determine no such arithmetic mean, the lowest one-month U.S. dollar lending rate
which New York City banks selected by the Indenture Trustee are quoting on such
Interest Determination Date to leading European banks.

                  "Residential Dwelling": Any one of the following: (i) an
attached or detached one-family dwelling, (ii) a detached two- to four-family
dwelling, (iii) a one-family dwelling unit in a condominium project or (iv) a
detached or attached one-family dwelling in a planned unit development, none of
which is a co-operative, mobile or manufactured home (unless such mobile or
manufactured home is defined as real property under applicable state law).

                  "Responsible Officer": When used with respect to the Indenture
Trustee or the Owner Trustee, any vice president, managing director, director,
any assistant vice president, the Secretary, any assistant secretary, the
Treasurer, any assistant treasurer, any associate, any trust


<PAGE>

officer or assistant trust officer or any other officer of the Indenture Trustee
having direct responsibility over this Agreement or otherwise engaged in
performing functions similar to those performed by any of the above designated
officers and, with respect to a particular matter, to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

                  "Sale and Servicing Agreement": The Sale and Servicing
Agreement, dated as of April 19, 2005, among the Depositor, the Master Servicer,
the Issuer and the Indenture Trustee.

                  "Scheduled Principal Balance": With respect to any Mortgage
Loan: (a) as of the Cut-off Date, the outstanding Stated Principal Balance of
such Mortgage Loan as of such date, net of the principal portion of all unpaid
Monthly Payments, if any, due on or before such date; (b) as of any Due Date
subsequent to the Cut-off Date up to and including the Due Date in the calendar
month in which a Liquidation Event occurs with respect to such Mortgage Loan,
the Scheduled Principal Balance of such Mortgage Loan as of the Cut-off Date,
minus the sum of (i) the principal portion of each Monthly Payment due on or
before such Due Date but subsequent to the Cut-off Date, whether or not
received, (ii) all Principal Prepayments received before such Due Date but after
the Cut-off Date, (iii) the principal portion of all Liquidation Proceeds and
Insurance Proceeds received before such Due Date but after the Cut-off Date, net
of any portion thereof that represents principal due (without regard to any
acceleration of payments under the related Mortgage and Mortgage Note) on a Due
Date occurring on or before the date on which such proceeds were received and
(iv) any Realized Loss incurred with respect thereto as a result of a Deficient
Valuation occurring before such Due Date, but only to the extent such Realized
Loss represents a reduction in the portion of principal of such Mortgage Loan
not yet due (without regard to any acceleration of payments under the related
Mortgage and Mortgage Note) as of the date of such Deficient Valuation; and (c)
as of any Due Date subsequent to the occurrence of a Liquidation Event with
respect to such Mortgage Loan, zero. With respect to any REO Property: (a) as of
any Due Date subsequent to the date of its acquisition on behalf of the Issuer
up to and including the Due Date in the calendar month in which a Liquidation
Event occurs with respect to such REO Property, an amount (not less than zero)
equal to the Scheduled Principal Balance of the related Mortgage Loan as of the
Due Date in the calendar month in which such REO Property was acquired, minus
the aggregate amount of REO Principal Amortization, if any, in respect of such
REO Property for all previously ended calendar months; and (b) as of any Due
Date subsequent to the occurrence of a Liquidation Event with respect to such
REO Property, zero.

                  "Secured Party": Any party that holds a security interest in
the Trust Certificates owned by the Seller, or any of its Affiliates pursuant to
certain financing documents.

                  "Seller": Argent Mortgage Company, LLC or its successor in
interest, in its capacity as seller under the Mortgage Loan Purchase Agreement.

                  "Senior Group I Principal Payment Amount" With respect to any
Payment Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Note Balance of the Class A-1 Notes immediately prior to such Payment
Date over (y) the lesser of (A) the product of (i) 93.50% and (ii) the aggregate
Stated Principal Balance of the Group I Mortgage Loans as of the last day of the
related Due Period (after giving effect to scheduled payments of principal due

<PAGE>

during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group I Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $6,127,969.

                  "Senior Group II Principal Payment Amount" With respect to any
Payment Date, an amount, not less than zero, equal to the excess of (x) the
aggregate Note Balance of the Class A-2 Notes immediately prior to such Payment
Date over (y) the lesser of (A) the product of (i) 93.50% and (ii) the aggregate
Stated Principal Balance of the Group II Mortgage Loans as of the last day of
the related Due Period (after giving effect to scheduled payments of principal
due during the related Due Period, to the extent received or advanced, and
unscheduled collections of principal received during the related Prepayment
Period) and (B) the aggregate Stated Principal Balance of the Group II Mortgage
Loans as of the last day of the related Due Period (after giving effect to
scheduled payments of principal due during the related Due Period, to the extent
received or advanced, and unscheduled collections of principal received during
the related Prepayment Period) minus $6,372,032.

                  "Senior Interest Payment Amount": With respect to any Payment
Date and any Class A Note, an amount equal to the sum of (i) the Interest
Payment Amount for such Payment Date for such Class A Note and (ii) the Interest
Carry Forward Amount, if any, for such Class A Note.

                  "Servicing Advances": The reasonable "out-of-pocket" costs and
expenses incurred by the Master Servicer in connection with a default,
delinquency or other unanticipated event by the Master Servicer in the
performance of its servicing obligations, including, but not limited to, the
cost of (i) the preservation, restoration and protection of a Mortgaged
Property, (ii) any enforcement or judicial proceedings, including foreclosures,
in respect of a particular Mortgage Loan, (iii) the management (including
reasonable fees in connection therewith) and liquidation of any REO Property and
(iv) the performance of its obligations under Section 3.01, Section 3.04(d),
Section 3.08, Section 3.12 and Section 3.13 of the Sale and Servicing Agreement.
The Master Servicer shall not be required to make any Servicing Advance in
respect of a Mortgage Loan or REO Property that, in the good faith business
judgment of the Master Servicer, would not be ultimately recoverable from
related Insurance Proceeds or Liquidation Proceeds on such Mortgage Loan or REO
Property as provided herein.

                  "Servicing Fee": With respect to each Mortgage Loan and for
any calendar month, an amount equal to one month's interest (or in the event of
any payment of interest which accompanies a Principal Prepayment in full made by
the Mortgagor during such calendar month, interest for the number of days
covered by such payment of interest) at the applicable Servicing Fee Rate on the
same principal amount on which interest on such Mortgage Loan accrues for such
calendar month. A portion of such Servicing Fee may be retained by any
Sub-Servicer as its servicing compensation.

                  "Servicing Fee Rate": 0.50% per annum.



<PAGE>

                  "Servicing Officer": Any employee of the Master Servicer
involved in, or responsible for, the administration and servicing of the
Mortgage Loans, whose name and specimen signature appear on a list of Servicing
Officers furnished by the Master Servicer to the Indenture Trustee, the Insurers
and the Depositor on the Closing Date, as such list may from time to time be
amended.

                  "Servicing Standard": The standards set forth in the first
paragraph of Section 3.01.

                  "S&P": Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or its successor in interest.

                  "Stated Principal Balance": With respect to any Mortgage Loan:
(a) as of any date of determination up to but not including the Payment Date on
which the proceeds, if any, of a Liquidation Event with respect to such Mortgage
Loan would be paid, the outstanding principal balance of such Mortgage Loan as
of the Cut-off Date, as shown in the Mortgage Loan Schedule, minus the sum of
(i) the principal portion of each Monthly Payment due on a Due Date subsequent
to the Cut-off Date, to the extent received from the Mortgagor or advanced by
the Master Servicer and paid pursuant to Section 4.01 of the Sale and Servicing
Agreement on or before such date of determination, (ii) all Principal
Prepayments received after the Cut-off Date, to the extent distributed pursuant
to Section 4.01 of the Sale and Servicing Agreement on or before such date of
determination, (iii) all Liquidation Proceeds and Insurance Proceeds applied by
the Master Servicer as recoveries of principal in accordance with the provisions
of Section 3.12 of the Sale and Servicing Agreement, to the extent paid pursuant
to Section 4.01 of the Sale and Servicing Agreement on or before such date of
determination and (iv) any Realized Loss incurred with respect thereto as a
result of a Deficient Valuation made during or prior to the Prepayment Period
for the most recent Payment Date coinciding with or preceding such date of
determination; and (b) as of any date of determination coinciding with or
subsequent to the Payment Date on which the proceeds, if any, of a Liquidation
Event with respect to such Mortgage Loan would be paid, zero. With respect to
any REO Property: (a) as of any date of determination up to but not including
the Payment Date on which the proceeds, if any, of a Liquidation Event with
respect to such REO Property would be paid, an amount (not less than zero) equal
to the Stated Principal Balance of the related Mortgage Loan as of the date on
which such REO Property was acquired on behalf of the Issuer, minus the sum of
(i) if such REO Property was acquired before the Payment Date in any calendar
month, the principal portion of the Monthly Payment due on the Due Date in the
calendar month of acquisition, to the extent advanced by the Master Servicer and
paid pursuant to Section 4.01 of the Sale and Servicing Agreement on or before
such date of determination, and (ii) the aggregate amount of REO Principal
Amortization in respect of such REO Property for all previously ended calendar
months, to the extent paid pursuant to Section 4.01 of the Sale and Servicing
Agreement on or before such date of determination; and (b) as of any date of
determination coinciding with or subsequent to the Payment Date on which the
proceeds, if any, of a Liquidation Event with respect to such REO Property would
be paid, zero.

                  "Statutory Trust Statute": Chapter 38 of Title 12 of the
Delaware Code, 12 Del. Code ss.ss.3801 et seq., as the same may be amended from
time to time.


<PAGE>

                  "Stayed Funds": If the Master Servicer is the subject of a
proceeding under the Bankruptcy Code and the making of a Remittance (as defined
in Section 7.02(b)) is prohibited by Section 362 of the Bankruptcy Code, funds
that are in the custody of the Master Servicer, a trustee in bankruptcy or a
federal bankruptcy court and should have been the subject of such Remittance
absent such prohibition.

                  "Stepdown Date": The later of (i) the first Payment Date on
which the aggregate Stated Principal Balance of the Mortgage Loans is less than
50% of the aggregate Stated Principal Balance of the Mortgage Loans as of the
Cut-off Date and (ii) the Payment Date occurring in May 2008.

                  "Sub-Servicer": Any Person with which the Master Servicer has
entered into a Sub-Servicing Agreement and which meets the qualifications of a
Sub-Servicer pursuant to Section 6.06 of the Sale and Servicing Agreement.

                  "Sub-Servicing Account": An account established by a
Sub-Servicer which meets the requirements set forth in Section 6.11 of the Sale
and Servicing Agreement and is otherwise acceptable to the Master Servicer.

                  "Sub-Servicing Agreement": The written contract between the
Master Servicer and a Sub-Servicer relating to servicing and administration of
certain Mortgage Loans as provided in Section 6.06 of the Sale and Servicing
Agreement.

                  "Subsequent Recoveries": As of any Payment Date, unexpected
amounts received by the Master Servicer (net of any related expenses permitted
to be reimbursed pursuant to Section 3.04 of the Sale and Servicing Agreement)
specifically related to a Mortgage Loan that was the subject of a liquidation or
an REO Disposition prior to the related Prepayment Period that resulted in a
Realized Loss.

                  "Substitution Shortfall Amount": As defined in Section 2.03(d)
of the Sale and Servicing Agreement.

                  "Swap Administration Agreement": The agreement among the
Indenture Trustee, the Indenture Trustee in its capacity as Swap Administrator
and the Issuer, regarding amounts received from the Swap Provider under the
Interest Rate Swap Agreement, substantially in the form of Exhibit J annexed to
the Sale and Servicing Agreement.

                  "Swap Administrator": Deutsche Bank National Trust Company, a
national banking association, or its successor in interest, or any successor
Swap Administrator appointed pursuant to the Swap Administration Agreement.

                  "Swap Provider": Credit Suisse First Boston International, or
any successor Swap Provider appointed pursuant to the Interest Rate Swap
Agreement.

                  "Swap Provider Trigger Event": A Swap Termination Payment that
is triggered upon: (i) an Event of Default under the related Interest Rate Swap
Agreement with respect to which the Swap Provider is a Defaulting Party (as
defined in the related Interest Rate Swap Agreement), (ii) a Termination Event
under the related Interest Rate Swap Agreement with

<PAGE>

respect to which the Swap Provider is the sole Affected Party (as defined in the
related Interest Rate Swap Agreement) or (iii) an Additional Termination Event
under the related Interest Rate Swap Agreement with respect to which the Swap
Provider is the sole Affected Party.

                  "Swap Termination Payment": The payment due under the related
Interest Rate Swap Agreement upon the early termination of such Interest Rate
Swap Agreement.

                  "Telerate Page 3750": The display designated as page "3750" on
the Moneyline Telerate (or such other page as may replace page 3750 on that
report for the purpose of displaying London interbank offered rates of major
banks).

                  "Trigger Event": A Trigger Event is in effect with respect to
a Payment Date on and after the Stepdown Date if:

                  (a) the Delinquency Percentage exceeds the lesser of (i) the
Trigger Percentage or (ii) 40.00% on any Payment Date;

or

                  (b) the Cumulative Loss Percentage exceeds the applicable
percentages set forth below with respect to such Payment Date:

                     PAYMENT DATE OCCURRING IN                PERCENTAGE
                     -------------------------                ----------
                    May 2008 through April 2009                 3.00%
                    May 2009 through April 2010                 4.75%
                    May 2010 through April 2011                 6.15%
                    May 2011 through April 2012                 6.90%
                      May 2012 and thereafter                   6.95%

                  "Trigger Percentage": on any Payment Date will be the
percentage obtained by dividing (x) 8.00% by (y) the aggregate Stated Principal
Balance of the Mortgage Loans as of the last day of the related Due Period
(after giving effect to scheduled payments of principal due during the related
Due Period, to the extent received or advanced, and unscheduled collections of
principal received during the related Prepayment Period and after giving effect
to any payments made under the Pool Insurance Policy) divided by the aggregate
Scheduled Principal Balance of the Mortgage Loans as of the Cut-off Date.

                  "Trust": The Argent Mortgage Loan Trust 2005-W1 to be created
pursuant to the Trust Agreement.

                  "Trust Agreement": The Trust Agreement, dated April 15, 2005,
between the Owner Trustee and the Depositor together with the Amended and
Restated Trust Agreement dated as of April 19, 2005, among the Owner Trustee,
the Depositor and Deutsche Bank National Trust Company, as Certificate Registrar
and Certificate Paying Agent, relating to the Trust.

                  "Trust Estate": The meaning specified in the Granting Clause
of the Indenture.

                  "Trust Indenture Act" or "TIA": The Trust Indenture Act of
1939, as amended from time to time, as in effect on any relevant date.


<PAGE>

                  "UCC": The Uniform Commercial Code, as amended from time to
time, as in effect in any specified jurisdiction.

                  "Underwriters": Each of the Representative, Greenwich Capital
Markets, Inc., BNP Paribas Securities Corp. and Goldman, Sachs & Co.

                  "Uninsured Cause": Any cause of damage to a Mortgaged Property
such that the complete restoration of such property is not fully reimbursable by
the hazard insurance policies required to be maintained pursuant to Section 3.08
of the Sale and Servicing Agreement.

                  "Value": With respect to any Mortgaged Property, the lesser of
(i) the value thereof as determined by an appraisal made for the originator of
the Mortgage Loan at the time of origination of the Mortgage Loan by an
appraiser who met the minimum requirements of the Financial Institutions Reform,
Recovery and Enforcement Act of 1989, and (ii) the purchase price paid for the
related Mortgaged Property by the Mortgagor with the proceeds of the Mortgage
Loan, provided, however, in the case of a Refinanced Mortgage Loan, such value
of the Mortgaged Property is based solely upon the value determined by an
appraisal made for the originator of such Refinanced Mortgage Loan at the time
of origination of such Refinanced Mortgage Loan by an appraiser who met the
minimum requirements of the Financial Institutions Reform, Recovery and
Enforcement Act of 1989 or, subject to the applicable Originator's underwriting
guidelines, an insured automated valuation model.