Exhibit 4(a)
                                                                                
                                                                                
                     MAIN PLACE REAL ESTATE INVESTMENT TRUST
                                        
                                     Issuer
                                        
                                        
                                       and
                                        
                                        
                        FIRST TRUST NATIONAL ASSOCIATION
                                        
                                     Trustee
                                        
                                        
                                  ____________
                                        
                                        
                               INDENTURE OF TRUST
                                        
                                        
                           dated as of March 18, 1997
                                 ______________
                                        
                                        
                                 $1,000,000,000
                                        
                                        
                  Mortgage-Backed Bonds, Series 1997-1 Due 2000
                                        
                                        
                                        
                                        
                                        





                                TABLE OF CONTENTS
                                        
                                        
GRANTING CLAUSES
CLAUSE FIRST
CLAUSE SECOND
CLAUSE THIRD
CLAUSE FOURTH
CLAUSE FIFTH
CLAUSE SIXTH


                                   ARTICLE ONE

             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION

     SECTION 1.01.  DEFINITIONS
     ACCOUNTANT
     ACCOUNTANTS' LETTER
     ACT
     ADJUSTABLE-RATE MORTGAGE NOTE
     AFFILIATE
     APPROVED LUXEMBOURG NEWSPAPER
     APPROVED SERVICER
     AUTHENTICATING AGENT
     AVAILABLE AMOUNT
     BASIC MAINTENANCE AMOUNT
     BENEFICIAL OWNER
     BOARD OF DIRECTORS
     BOARD RESOLUTION
     BUSINESS DAY
     CASH
     CLEARING AGENCY
     CLEARING AGENCY PARTICIPANT
     CLOSING DATE
     COLLATERAL
     COLLATERAL REPORT
     COLLECTION ACCOUNT
     COLLECTION PERIOD
     COMMISSION
     CONDOMINIUM NOTE
     CONFORMING 5/1 ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     CONFORMING 3/1 ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     CONVENTIONAL MORTGAGE NOTE
     CORPORATE TRUST OFFICE OF THE TRUSTEE
     CORPORATION
     CURE DATE
     CURE VALUATION DATE
     CUSTODIAN
     DEFAULTED INTEREST
     DEFINITIVE CERTIFICATE
     DELINQUENT MORTGAGE NOTE
     DELIVERY
     DEPOSIT SECURITY
     DETERMINATION DATE
     DISCOUNTED VALUE
     DISCOUNT FACTORS
     DISTRIBUTION ACCOUNT
     ELIGIBLE ACCOUNT
     ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     ELIGIBLE COLLATERAL
     ELIGIBLE CONVENTIONAL FIXED-RATE MORTGAGE NOTES
     ELIGIBLE FIXED-RATE MORTGAGE NOTES
     ELIGIBLE INVESTMENTS
     ELIGIBLE MORTGAGE NOTES
     ELIGIBLE MORTGAGES
     EVENT OF DEFAULT
     EXCHANGE ACT
     FDIC
     FHA
     FHA INSURED
     FHLMC
     FHLMC CERTIFICATES
     FITCH
     FIXED-RATE  MORTGAGE NOTE
     FNMA
     FNMA CERTIFICATES
     GNMA
     GNMA CERTIFICATES
     GOVERNMENT SECURITIES
     HIGH BALANCE NOTE
     HOLDER\ OR \SECURITYHOLDER
     HUD
     INDENTURE
     INDEPENDENT
     INITIAL COLLATERAL
     INTEREST PAYMENT DATE
     INTEREST PERIOD
     ISSUE DATE
     ISSUER
     JUMBO 15-YEAR ELIGIBLE FIXED-RATE MORTGAGE NOTES
     JUMBO 5/1 ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     JUMBO NOTE
     JUMBO 10/1 ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     JUMBO 3/1 ELIGIBLE ADJUSTABLE-RATE MORTGAGE NOTES
     JUMBO 30-YEAR ELIGIBLE FIXED RATE MORTGAGE NOTES
     LATE PAYMENT
     LATEST COLLATERAL REPORT
     LIBOR
     LIBOR BUSINESS DAY
     LIBOR DETERMINATION DATE
     LIEN OF THIS INDENTURE\ OR \LIEN HEREOF
     LIQUIDITY DATE\
     LISTING AGENT
     LOAN-TO-VALUE RATIO
     MARKET VALUE
     MARKET VALUE RATE
     MATERIAL DEFECT
     MAXIMUM INTEREST RATE
     MOODY'S
     MORTGAGE COLLATERAL
     MORTGAGE DOCUMENTATION
     MORTGAGE NOTES
     MORTGAGED PROPERTY
     MORTGAGES
     NATIONSBANC MORTGAGE
     NATIONSBANK N.A
     NCMI
     NEW ELIGIBLE COLLATERAL
     THE NEW YORK TIMES
     NON-MORTGAGE COLLATERAL
     OFFICERS CERTIFICATE
     OPINION OF COUNSEL
     ORDER
     OUTSTANDING
     OVER 80% NOTE
     PAYING AGENT
     PERMITTED INDEX
     PERSON
     PLEDGED PROPERTY
     PREDECESSOR SECURITY
     PRIOR VALUATION DATE
     PRIVATE MORTGAGE INSURANCE
     RATING AGENCY
     REDEMPTION DATE
     REDEMPTION PRICE
     REFERENCE BANKS
     REGULAR RECORD DATE
     REGULAR VALUATION DATE
     REQUEST
     REQUIRED INTEREST PAYMENT AMOUNT
     RESERVE FUND
     RESIDENTIAL REAL ESTATE
     RESPONSIBLE OFFICER
     REUTERS PAGE LIBO"
     SECURITIES
     SECURITY REGISTER
     SELECTED AMOUNT
     SERVICER
     SERVICER REMITTANCE DATE
     SERVICING AGREEMENT
     SPECIAL RECORD DATE
     STATE
     STATED MATURITY
     SUBSIDIARY
     TELERATE PAGE 3750
     TIA
     TRUSTEE
     UCC
     VA
     VA GUARANTEED
     VICE PRESIDENT
     THE WALL STREET JOURNAL

     SECTION 1.02.           COMPLIANCE CERTIFICATES AND OPINIONS
     SECTION 1.03.         FORM OF DOCUMENTS DELIVERED TO TRUSTEE
     SECTION 1.04.                  ACTS OF HOLDERS OF SECURITIES
     SECTION 1.05.       NOTICES, ETC., TO TRUSTEE AND THE ISSUER
     SECTION 1.06.       NOTICES TO HOLDERS OF SECURITIES; WAIVER
     SECTION 1.07.       EFFECT OF HEADINGS AND TABLE OF CONTENTS
     SECTION 1.08.                         SUCCESSORS AND ASSIGNS
     SECTION 1.09.                            SEPARABILITY CLAUSE
     SECTION 1.10.                          BENEFITS OF INDENTURE
     SECTION 1.11.                                  GOVERNING LAW
     SECTION 1.12.                                 LEGAL HOLIDAYS
     SECTION 1.13.                      EXECUTION IN COUNTERPARTS
     SECTION 1.14.                       THE ISSUER'S OBLIGATIONS
     SECTION 1.15.              CONFLICT WITH TRUST INDENTURE ACT

                                   ARTICLE TWO
                                        
                                 THE SECURITIES

     SECTION 2.01.        FORM, TITLE AND TERMS OF THE SECURITIES
     SECTION 2.02.                    DENOMINATIONS OF SECURITIES
     SECTION 2.03. EXECUTION, AUTHENTICATION, DELIVERY AND DATING
     SECTION 2.04.                        BOOK-ENTRY REQUIREMENTS
     SECTION 2.05.                        DEFINITIVE CERTIFICATES
     SECTION 2.06.                     NOTICES TO CLEARING AGENCY
     SECTION 2.07.                           TEMPORARY SECURITIES
     SECTION 2.08. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE
     SECTION 2.09. MUTILATED, DESTROYED, LOST OR STOLEN SECURITIES.
     SECTION 2.10.  INTEREST PAYMENTS; INTEREST RIGHTS PRESERVED.
     SECTION 2.11.                          PERSONS DEEMED OWNERS
     SECTION 2.12.                                   CANCELLATION

                                  ARTICLE THREE
                                        
           \ADMINISTRATION OF ACCOUNTS AND PAYMENTS TO SECURITYHOLDERS

     SECTION 3.01.ESTABLISHMENT AND ADMINISTRATION OF DISTRIBUTION ACCOUNT
                  AND RESERVE FUND.
     SECTION 3.02.                    COLLECTIONS AND ALLOCATIONS
     SECTION 3.03.                    PAYMENTS TO SECURITYHOLDERS
     SECTION 3.04.                                     [RESERVED]
     SECTION 3.05.                                     [RESERVED]
     SECTION 3.06.                         DETERMINATION OF LIBOR

                                  ARTICLE FOUR
                                        
                           PROVISIONS AS TO COLLATERAL

     SECTION 4.01.                         PLEDGING OF COLLATERAL
     SECTION 4.02.    DISPOSITION OF PAYMENTS ON PLEDGED PROPERTY
     SECTION 4.03.           CONSENTS, WAIVERS AND MODIFICATIONS.
     SECTION 4.04. RIGHTS OF TRUSTEE AND THE ISSUER AFTER EVENT OF DEFAULT
     SECTION 4.05. DELIVERY OF INITIAL COLLATERAL AND REPORTING R
                  EQUIREMENTS ON ISSUANCE OF SECURITIES.
     SECTION 4.06.                             COLLATERAL REPORTS
     SECTION 4.07.            MAINTENANCE OF ELIGIBLE COLLATERAL.
     SECTION 4.08. WITHDRAWAL OF COLLATERAL SUBJECT TO MAINTENANCE
                  REQUIREMENTS.
     SECTION 4.09.               ADDITIONS TO ELIGIBLE COLLATERAL
     SECTION 4.10. SALES OF SECURITIES REACQUIRED BY THE ISSUER AND
     AFFILIATES
     SECTION 4.11.              INVESTMENT COMPANY ACT LIMITATION
     SECTION 4.12.                        NEW ELIGIBLE COLLATERAL
     SECTION 4.13                     SERVICING OF MORTGAGE NOTES

                                  ARTICLE FIVE
                                        
                              REMEDIES UPON DEFAULT

     SECTION 5.01.                              EVENTS OF DEFAULT
     SECTION 5.02. ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT
     SECTION 5.03.  TRUSTEE'S POWER IN REGARD TO PLEDGED PROPERTY
     SECTION 5.04.          INCIDENTS OF SALE OF PLEDGED PROPERTY
     SECTION 5.05.                           JUDICIAL PROCEEDINGS
     SECTION 5.06.               CONTROL BY HOLDERS OF SECURITIES
     SECTION 5.07.                        WAIVER OF PAST DEFAULTS
     SECTION 5.08.                LIMITATIONS ON SUITS BY HOLDERS
     SECTION 5.09.                 UNDERTAKING TO PAY COURT COSTS
     SECTION 5.10.     APPLICATION OF MONEYS COLLECTED BY TRUSTEE
     SECTION 5.11.   RIGHT TO RECEIVE PAYMENT NOT TO BE IMPAIRED.
     SECTION 5.12.   NOTICE OF DEFAULTS TO HOLDERS OF SECURITIES.
     SECTION 5.13.SECURITIES HELD BY THE ISSUER OR AFFILIATE NOT TO SHARE
                  IN DISTRIBUTION.
     SECTION 5.14.WAIVER OF APPRAISEMENT, VALUATION, STAY AND RIGHT TO
                  MARSHALLING.
     SECTION 5.15.REMEDIES CUMULATIVE; DELAY OR OMISSION NOT A WAIVER

                                   ARTICLE SIX
                                        
                                   THE TRUSTEE

     SECTION 6.01.            CERTAIN DUTIES AND RESPONSIBILITIES
     SECTION 6.02.                      CERTAIN RIGHTS OF TRUSTEE
     SECTION 6.03.                   NOT RESPONSIBLE FOR RECITALS
     SECTION 6.04.                            MAY HOLD SECURITIES
     SECTION 6.05.                            MONEY HELD IN TRUST
     SECTION 6.06.                 COMPENSATION AND REIMBURSEMENT
     SECTION 6.07.        CORPORATE TRUSTEE REQUIRED; ELIGIBILITY
     SECTION 6.08.                       APPOINTMENT OF CUSTODIAN
     SECTION 6.09.RESIGNATION AND REMOVAL; APPOINTMENT OF SUCCESSOR
     SECTION 6.10.ACCEPTANCE OF APPOINTMENT BY SUCCESSOR TO TRUSTEE
     SECTION 6.11.MERGER, CONVERSION, CONSOLIDATION OR SUCCESSION TO
     BUSINESS
     SECTION 6.12.                     APPOINTMENT OF CO-TRUSTEES
     SECTION 6.13.                           AUTHENTICATING AGENT
     SECTION 6.14.        MANNER IN WHICH CERTAIN COLLATERAL HELD

                                  ARTICLE SEVEN
                                        
        CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, LEASE OR ASSUMPTION

     SECTION 7.01.THE ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN TERMS.
     SECTION 7.02.                   SUCCESSOR ENTITY SUBSTITUTED

                                  ARTICLE EIGHT
                                        
                             SUPPLEMENTAL INDENTURES

     SECTION 8.01.SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF HOLDERS OF
                  SECURITIES
     SECTION 8.02.SUPPLEMENTAL INDENTURES WITH CONSENT OF HOLDERS OF
     SECURITIES
     SECTION 8.03.           EXECUTION OF SUPPLEMENTAL INDENTURES
     SECTION 8.04.              EFFECT OF SUPPLEMENTAL INDENTURES
     SECTION 8.05.REFERENCE IN SECURITIES TO SUPPLEMENTAL INDENTURE
     SECTION 8.06.               NOTICE OF SUPPLEMENTAL INDENTURE

                                  ARTICLE NINE
                                        
                        MEETINGS OF HOLDERS OF SECURITIES

     SECTION 9.01.      PURPOSES FOR WHICH MEETINGS MAY BE CALLED
     SECTION 9.02.             CALL, NOTICE AND PLACE OF MEETINGS
     SECTION 9.03.           PERSONS ENTITLED TO VOTE AT MEETINGS
     SECTION 9.04.                                 QUORUM; ACTION
     SECTION 9.05.DETERMINATION OF VOTING RIGHTS; CONDUCT AND ADJOURNMENT
                  OF MEETINGS
     SECTION 9.06.COUNTING VOTES AND RECORDING ACTION OF MEETINGS

                                   ARTICLE TEN
                                        
                                    COVENANTS

     SECTION 10.01.PAYMENT OF PRINCIPAL AND INTEREST; MAINTENANCE OF
                  OFFICES OR AGENCIES
     SECTION 10.02.                                  PAYING AGENT
     SECTION 10.03.MONEY FOR SECURITY PAYMENTS TO BE HELD IN TRUST
     SECTION 10.04.     WARRANTY OF TITLE AND AUTHORITY TO PLEDGE
     SECTION 10.05.                            PROTECTION OF LIEN
     SECTION 10.06.                    FILING; OPINION OF COUNSEL
     SECTION 10.07.                            FURTHER ASSURANCES
     SECTION 10.08.                           ADVANCES BY TRUSTEE
     SECTION 10.09.RESTRICTION ON AMENDMENT OF CERTAIN INSTRUMENTS
     SECTION 10.10.MAINTENANCE OF BOOKS OF RECORD AND ACCOUNT; FINANCIAL
                  STATEMENTS OF THE ISSUER
     SECTION 10.11.STATEMENT AS TO COMPLIANCE AND AUDIT OF COLLATERAL
     SECTION 10.12.                               TITLE INSURANCE
     SECTION 10.13.          FIRE AND EXTENDED COVERAGE INSURANCE
     SECTION 10.14.          SELECTION OF ELIGIBLE MORTGAGE NOTES
     SECTION 10.15.    NOTICE TO TRUSTEE OF CHANGE IN REGULATIONS
     SECTION 10.16.NOTICES AND COPIES OF SUPPLEMENTAL INDENTURES,
                  COLLATERAL REPORTS AND ACCOUNTANTS' LETTERS TO RATING
                  AGENCIES
     SECTION 10.17.         COVENANTS REGARDING ISSUER'S BUSINESS

                                 ARTICLE ELEVEN
                                        
                            REDEMPTION OF SECURITIES

     SECTION 11.01.MANDATORY REDEMPTION DUE TO FAILURE TO MEET BASIC
                  MAINTENANCE AMOUNT
     SECTION 11.02.        SELECTION OF SECURITIES TO BE REDEEMED
     SECTION 11.03.                          NOTICE OF REDEMPTION
     SECTION 11.04.         SECURITIES PAYABLE ON REDEMPTION DATE
     SECTION 11.05.LIQUIDATION OF COLLATERAL IN RESPECT OF REDEMPTION

                                 ARTICLE TWELVE
                                        
                SECURITYHOLDERS' LISTS AND REPORTING REQUIREMENTS

     SECTION 12.01.ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
                  SECURITYHOLDERS
     SECTION 12.02.PRESERVATION OF INFORMATION; COMMUNICATIONS TO
                  SECURITYHOLDERS
     SECTION 12.03.                            REPORTS BY TRUSTEE
     SECTION 12.04.                             REPORTS BY ISSUER
     SECTION 12.05.         PROVISIONS OF THIS ARTICLE SUPERSEDED
     SECTION 12.06.                LUXEMBOURG REPORTS AND NOTICES

                                ARTICLE THIRTEEN
                                        
                           SATISFACTION AND DISCHARGE

     SECTION 13.01.       SATISFACTION AND DISCHARGE OF INDENTURE
     SECTION 13.02.                          APPLICATION OF TRUST
     SECTION 13.03.                           TERMINATION OF LIEN
     SECTION 13.04.      REPAYMENT OF MONEYS HELD BY PAYING AGENT
     EXHIBITS
EXHIBIT A      INITIAL COLLATERAL
EXHIBIT B      COLLATERAL REPORT
EXHIBIT C      FORM OF OPINION OF COUNSEL
EXHIBIT D      OFFICERS' CERTIFICATE REQUESTING
                    WITHDRAWAL OR SUBSTITUTION
EXHIBIT E      FORM OF SERVICING AGREEMENT
EXHIBIT F      FORM OF CUSTODIAL AGREEMENT
EXHIBIT G      OFFICERS' CERTIFICATE REGARDING DEPOSIT
                    SECURITIES (FOR STATED MATURITY)
EXHIBIT H      FORM OF SECURITY
EXHIBIT I      FORM OF ACCOUNTANTS' LETTER
           INDENTURE  OF TRUST (the "Indenture"), dated as of the  18th  day  of
March, 1997 between Main Place Real Estate Investment Trust, a Maryland business
trust (the "Issuer"), and First Trust National Association (the "Trustee"):


                                   WITNESSETH:
                                        
           WHEREAS, the Issuer has duly authorized the issue of a series of  its
Mortgage-Backed  Bonds,  Series  1997-1  Due  2000  (the  "Securities")  in  the
aggregate principal amount of $1,000,000,000; and

          WHEREAS, the Issuer will pledge certain property (as described in this
Indenture) to secure all payments of principal of and interest on the Securities
and to secure the performance of the covenants herein contained; and

          WHEREAS, to provide the terms and conditions upon which the Securities
are to be issued and delivered, the Issuer has duly authorized the execution  of
this Indenture; and

           WHEREAS, the Issuer represents that all acts and things necessary  to
make  the  Securities,  when executed by the Issuer  and  authenticated  by  the
Trustee or the Authenticating Agent, valid, binding and legal obligations of the
Issuer and to constitute this Indenture a valid indenture in accordance with its
terms,  have  been done and performed; and the Issuer, in the  exercise  of  the
legal right and power in it vested, is executing this Indenture and proposes  to
execute, issue and deliver the Securities.

          NOW, THEREFORE, THIS INDENTURE WITNESSETH:

           For  and  in  consideration of the premises and the purchase  of  the
Securities by the Holders thereof, it is mutually covenanted and agreed, for the
equal  and proportionate benefit of the respective Holders from time to time  of
the Securities, as follows:


                                GRANTING CLAUSES
                                        
           To  secure  the  payment  of the principal of  and  interest  on  the
Securities  and the performance of the covenants contained therein and  in  this
Indenture,  and  in  consideration of the premises and of the  purchase  of  the
Securities,  the  Issuer  does  hereby grant, bargain,  sell,  release,  convey,
assign,  pledge, transfer, mortgage and confirm unto the Trustee, and  grant  to
the Trustee a security interest in, all and singular of the following; provided,
however,  that the failure of the Issuer to deliver to the Trustee (or,  if  the
Trustee  has appointed a Custodian pursuant to Section 6.08, the Custodian)  any
of  the  documents listed in clauses (a) through (d) of the first  paragraph  of
Clause Second below, or any defect in any such document so delivered, shall  not
impair  or  in any way affect the Lien of this Indenture, or limit the  security
interest granted in this Indenture by the Issuer to the Trustee, or render  such
security  interest  unperfected if such security  interest  is  perfected  under
applicable law:


                                  CLAUSE FIRST
                                        
           All Government Securities and Cash (including without limitation  the
Cash  further  described in Clause Fourth of these Granting  Clauses),  each  as
defined in Section 1.01, as shall be now or hereafter assigned and delivered  to
the Trustee pursuant to the terms of this Indenture, including the provisions of
the  definition  of  the  term  "delivery"  in  Section  1.01  (such  Government
Securities  and  Cash, together with all the property referred to  in  the  last
paragraph  of this Clause First and in Clauses Second, Third, Fourth, Fifth  and
Sixth  of  these Granting Clauses, are herein collectively referred  to  as  the
"Pledged Property").

           All  Government Securities made subject to the Lien of this Indenture
shall  be  accompanied by an Officers' Certificate stating that such  Government
Securities are "Government Securities" within the meaning of this Indenture.

           In addition, any other payments with respect to, or proceeds of, such
Government Securities, to the extent provided in this Indenture.


                                  CLAUSE SECOND
                                        
           All  Mortgage  Notes and Mortgages, including those included  in  the
Initial  Collateral,  each  as defined in Section  1.01,  as  shall  be  now  or
hereafter  actually  assigned and delivered to the Trustee  (or  the  Custodian)
pursuant to the terms of this Indenture.  All Mortgage Notes made subject to the
Lien  of this Indenture shall be delivered in accordance with the definition  of
"delivery" in Section 1.01 and shall be accompanied by (a) (i) an assignment  of
the  related Mortgage, in blank in recordable form, showing a complete  line  of
title  from the originator to the Trustee, except that in lieu of delivering  an
assignment  of each related Mortgage, the Issuer may instead deliver  a  blanket
assignment  by county in recordable form and (ii) the documentation whereby  the
indebtedness  evidenced by such Mortgage Notes has been assumed  by  any  Person
other  than the maker thereof; (b) with respect to each Mortgage Note for  which
the  related Mortgaged Property is located in the State of California or Oregon,
the  original  recorded Mortgage (or a copy thereof certified by the  applicable
recording  office in those jurisdictions where the original is retained  by  the
filing office) securing such Mortgage Note; (c) in the case of FHA Insured or VA
Guaranteed Mortgage Notes, evidence that such Mortgage Notes are FHA Insured  or
VA  Guaranteed; and (d) an Officers' Certificate or other evidence stating  that
such   Mortgage  Notes  are  Eligible  Fixed-Rate  Mortgage  Notes  or  Eligible
Adjustable-Rate  Mortgage  Notes, as applicable,  and,  in  the  aggregate,  are
Eligible Mortgage Notes.

           In addition, the benefits and proceeds of all related title, casualty
and  flood insurance policies, the benefits and proceeds of any related  Private
Mortgage  Insurance, any related FHA insurance or VA guarantees, and  any  other
payments  with  respect to, or proceeds of, such Mortgage Notes, to  the  extent
provided in this Indenture.

           In addition, any other payments with respect to, or proceeds of, such
Mortgage Notes, to the extent provided in this Indenture.

                                        
                                  CLAUSE THIRD
                                        
           All such Deposit Securities, as defined in Section 1.01, as shall  be
now or hereafter assigned and delivered to the Trustee pursuant to Section 10.03
and the provisions of the definition of the term "delivery" in Section 1.01.

           In  addition,  any  payments with respect to, or  proceeds  of,  such
Deposit Securities, to the extent provided in this Indenture.

                                        
                                  CLAUSE FOURTH
                                        
           (a)   All  Cash  held in the Collection Account  from  time  to  time
representing  scheduled interest and principal payments,  principal  prepayments
and  various other amounts with respect to the Eligible Mortgage Notes, (b)  all
Cash held in the Reserve Fund and (c) all Cash held in the Distribution Account.

          In addition, any proceeds of such Cash, to the extent provided in this
Indenture.


                                  CLAUSE FIFTH
                                        
           All  of  Issuer's  right, title and interest in,  to  and  under  the
Servicing Agreement.


                                  CLAUSE SIXTH
                                        
           Together with all other property at any time made subject to the Lien
of  this Indenture pursuant to the provisions hereof; and the Trustee is  hereby
authorized to receive the same as security hereunder.

           TO  HAVE AND TO HOLD the Pledged Property, unto the Trustee  and  its
successors and assigns;

           BUT  IN  TRUST, NEVERTHELESS, for the equal and proportionate benefit
and security of the Holders of the Securities;

           AND IT IS HEREBY COVENANTED, DECLARED AND AGREED, by and between  the
parties  hereto, that all property referred to in the above Granting Clauses  is
to  be  held and applied subject to the further covenants, conditions, uses  and
trusts  hereinafter  set forth; and the Issuer, for itself and  its  successors,
hereby  covenants and agrees to and with the Trustee and its successors in  such
trust, for the benefit of the Holders of the Securities as follows:

                                        
                                   ARTICLE ONE
                                        
                                        
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
                                        
     SECTION 1.01.  Definitions.

           For  all  purposes  of this Indenture, except as otherwise  expressly
provided  or  unless the context otherwise requires,  (a) the terms  defined  in
this  Article  One have the meanings assigned to them in this  Article  One  and
include both the plural and the singular, (b) all accounting terms not otherwise
defined  herein have the meanings assigned to them in accordance with  generally
accepted  accounting  principles,  (c) all  references  in  this  instrument  to
designated  "Articles," "Sections" and other subdivisions are to the  designated
Articles, Sections and other subdivisions of this instrument, and (d) the  words
"herein",  "hereof" and "hereunder" and other words of similar import  refer  to
this  Indenture as a whole and not to any particular Article, Section  or  other
subdivision"

           "Accountant"  means  a  Person  qualified  to  pass  upon  accounting
questions, whether or not (unless herein required to be Independent) such Person
shall be an officer or employee of the Issuer or of an Affiliate of the Issuer.

           "Accountants'  Letter"  means a letter executed  by  the  Independent
Accountants of the Issuer substantially in the form set forth in Exhibit  I  and
completed in the manner required by the applicable provisions of this Indenture.

           "Act"  when  used  with respect to any Holder of a Security  has  the
meaning set forth in Section 1.04.

           "Adjustable-Rate Mortgage Note" means a Mortgage Note which  provides
for the periodic adjustment of the rate of interest thereon.

          "Affiliate" of any specified Person means any other Person directly or
indirectly  controlling  or  controlled by or under direct  or  indirect  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.

           "Approved Luxembourg Newspaper" means with respect to any  notice  or
other  information  required  hereunder  to  be  published  in  Luxembourg,  the
Luxemburger  Wort  or  another daily publication of  comparable  circulation  in
Luxembourg that meets the requirements of the Luxembourg Stock Exchange for  the
publication of such notice or other information.

            "Approved   Servicer"  means  an  approved  GNMA,  FNMA   or   FHLMC
seller-servicer of Mortgage Notes which meets similar servicing standards to the
standards met by the Issuer or NationsBank, N.A.

           "Authenticating Agent" means the agent of the Trustee  which  at  the
time  shall have been appointed and acting pursuant to Section 6.13 and  may  be
the Trustee or an Affiliate of the Trustee.

           "Available Amount" means, with respect to a Servicer Remittance Date,
all  amounts on deposit in the Collection Account that were received during  the
preceding  Collection  Period (net of charges against or  withdrawals  from  the
Collection  Account pursuant to Section 2.11(i) through (iv) and (viii)  of  the
Servicing Agreement).

          "Basic Maintenance Amount" of the Securities means, subject to Section
4.12, as of any date of valuation, the sum of (a) the aggregate principal amount
of  the  Securities  Outstanding on such date of valuation, plus  (b)  90  days'
accrued interest at a rate of 22% per annum on the then Outstanding Securities.

           "Beneficial  Owner"  means, with respect  to  any  Security  until  a
Definitive  Certificate is issued therefor pursuant to Section 2.05, the  Person
who  is the beneficial owner of such Security, as reflected on the books of  the
Clearing  Agency, or on the books of a Person maintaining an account  with  such
Clearing Agency (directly or as an indirect participant, in accordance with  the
rules of such Clearing Agency), as the case may be.

          "Board of Directors" means either the board of directors of the Issuer
or any duly authorized committee of that board.

           "Board  Resolution"  means a copy of a resolution  certified  by  the
Secretary  or an Assistant Secretary of the Issuer to have been duly adopted  by
the  Board of Directors and to be in full force and effect on the date  of  such
certification, and delivered to the Trustee, as required under this Indenture.

           "Business Day" means any day other than (i) a Saturday, (ii) a Sunday
or  (iii)  a  day  that  is either a legal holiday or a  day  on  which  banking
institutions  are authorized or obligated by law or regulation to close  in  the
States  of Kentucky or North Carolina or the State in which the Corporate  Trust
Office  of  the  Trustee  is located (or, for purposes  of  remittances  by  the
Servicer,  any state in which functions relating to the Collection  Account  are
performed).

           "Cash" means such coin or currency of the United States of America as
at the time shall be legal tender for payment of public and private debts.

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

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

          "Closing Date" has the meaning specified in Section 4.05.

          "Collateral" means Pledged Property.

            "Collateral   Report"  means  a  report  valuing   the   Collateral,
substantially in the form of Exhibit B hereto.

           "Collection Account" means the account established and designated  as
such pursuant to Section 2.10 of the Servicing Agreement.

          "Collection Period" means, with respect to a Servicer Remittance Date,
the  calendar  month preceding the month in which such Servicer Remittance  Date
occurs.

          "Commission" means the Securities and Exchange Commission.

          "Condominium Note" means a Mortgage Note secured by a condominium unit
located in a building having no more than four stories.

            "Conforming  5/1  Eligible  Adjustable-Rate  Mortgage  Notes"  means
Eligible  Adjustable-Rate Mortgage Notes having an original term to maturity  of
not  more  than  30  years, a fixed rate of interest for an  initial  period  of
approximately five years and an original principal amount less than or equal  to
the  maximum  amount of a mortgage note permitted to be purchased  by  FNMA  and
FHLMC, currently $214,600.

            "Conforming  3/1  Eligible  Adjustable-Rate  Mortgage  Notes"  means
Eligible  Adjustable-Rate Mortgage Notes having an original term to maturity  of
not  more  than  30  years, a fixed rate of interest for an  initial  period  of
approximately three years and an original principal amount less than or equal to
the  maximum  amount of a mortgage note permitted to be purchased  by  FNMA  and
FHLMC, currently $214,600.

            "Conventional Mortgage Note" means a Mortgage Note which is  neither
FHA Insured nor VA Guaranteed, nor otherwise guaranteed or insured by the United
States  of  America or any State or any agency or instrumentality of  either  of
them.

           "Corporate Trust Office of the Trustee" means the principal office of
the  Trustee at which at any particular time its corporate trust business  shall
be  administered,  which office at the date of the original  execution  of  this
Indenture is located at 180 East Fifth Street, St. Paul, Minnesota 55101.

          "Corporation" means any corporation, association, joint stock company,
financial institution, company, business trust or similar organization.

          "Cure Date" means, with respect to any Regular Valuation Date on which
the  Basic  Maintenance Amount was not met, the date which is 10  calendar  days
after the receipt by the Issuer of the Collateral Report prepared by the Trustee
following such Regular Valuation Date.

          "Cure Valuation Date" has the meaning specified in Section 4.07.

           "Custodian"  means, at any time, the Person then duly  appointed  and
acting as custodian pursuant to Section 6.08.

          "Defaulted Interest" has the meaning specified in Section 2.10.

          "Definitive Certificate" has the meaning specified in Section 2.04.

           "Delinquent Mortgage Note" means an Eligible Mortgage Note  on  which
any scheduled payment of principal or interest is delinquent past the end of the
month in which such payment was due.

          "delivery," when used with respect to Collateral, means:

               (a)  with respect to Mortgage Notes, subject to the provisions of
     the  last  paragraph of Section 4.01(a), physical delivery thereof  to  the
     Trustee  (or, if the Trustee has appointed a Custodian pursuant to  Section
     6.08,  the Custodian), together with the documents referred to in  Granting
     Clause  Second, and that such Mortgage Notes have been endorsed  in  blank,
     without  recourse, to the Trustee and accompanied by proper instruments  of
     assignment  in  recordable  form of the related  Mortgages  (which  may  be
     blanket assignments by county in recordable form) and, with respect to each
     Mortgage  Note for which the related Mortgaged Property is located  in  the
     State  of California or Oregon, the original recorded Mortgage (or  a  copy
     thereof certified by the applicable recording office in those jurisdictions
     where the original is retained by the filing office), all without recourse,
     to  the Trustee, duly executed by the Issuer or any holder of such Mortgage
     Notes or Mortgages;
     
                 (b)   with  respect  to  Government  Securities  that  are  not
     book-entry  securities  and  that  are susceptible  of  physical  delivery,
     physical  delivery  thereof  to the Trustee, together  with  the  documents
     referred  to in Granting Clause First, and that such Government  Securities
     have  been  endorsed to the Trustee without recourse or are accompanied  by
     appropriate  bond powers or assignments made out to the Trustee,  and  duly
     executed  by  the  Issuer or any holder thereof, with instructions  to  the
     Trustee  to  cause  the instrument to be registered  in  the  name  of  the
     Trustee, in order that all payments in respect of such instruments be  made
     to the Trustee;
     
                (c)   with  respect to Government Securities that are book-entry
     securities,  proper  notification or instructions for the  pledge  of  such
     instruments  in  the name of the Trustee, or in the name of  another  appro
     priate  custodial  bank,  other than the Issuer or  any  Affiliate  of  the
     Issuer, for the account of the Trustee, in accordance with applicable  law,
     including  applicable federal regulations and the UCC, in  order  that  all
     payments  in  respect of such instruments be made to the Trustee,  together
     with  delivery  to  the Trustee of the documents referred  to  in  Granting
     Clause First; and
     
                (d)   with  respect to Cash, physical delivery  thereof  to  the
     Trustee, together with delivery to the Trustee of the documents referred to
     in Granting Clause First;
     
and  with  respect  to  all  such  instruments,  accompanied  by  evidence  that
appropriate  financing  statements have been filed in  each  jurisdiction  where
financing statements are required to be filed.

           Any  pledge, assignment, or transfer to, or registration in the  name
of,  the  Trustee, of any Collateral shall be made (and shall be  stated  to  be
made) to the Trustee in its capacity as such pursuant to this Indenture for  the
benefit of the Holders of the Securities.

           The terms "delivered" and "deliver" have meanings correlative to  the
foregoing definition of "delivery."

           "Deposit  Security"  means  (a) Cash, and (b)  Government  Securities
(other  than  GNMA, FNMA or FHLMC Certificates), provided that such  instruments
must  have a remaining term to maturity of 30 days or less on the date they  are
delivered  to  the  Trustee and must actually mature on or before  the  date  in
respect of which they were delivered to the Trustee.

           "Determination Date" means a date not more than three  Business  Days
prior to the relevant date of valuation.

          "Discounted Value" as of any date means:

                (a)   with respect to the Eligible Collateral as a whole (i)  if
     such  date  is  a date on which Eligible Collateral is being added  to  the
     Pledged Property, the lower of (A) the sum of the Market Values of each  of
     the  classes  of  Eligible  Collateral included in  the  Pledged  Property,
     including any Eligible Collateral being added to the Lien of this Indenture
     and excluding any Eligible Collateral being withdrawn from the Lien of this
     Indenture,  as of such date, multiplied by the applicable Discount  Factors
     appearing in Schedule A of the definition of "Discount Factors" and (B) the
     sum  of  the  Market  Values of each of the classes of Eligible  Collateral
     included  in the Pledged Property, including any Eligible Collateral  being
     added  to  the Lien of this Indenture and excluding any Eligible Collateral
     being  withdrawn  from  the  Lien  of this  Indenture,  as  of  such  date,
     multiplied  by the applicable Discount Factors appearing in Schedule  B  of
     the  definition of "Discount Factors," and (ii) if such date is a  date  on
     which  Eligible Collateral is not being added to the Pledged Property,  the
     lower  of  (A)  the  sum of the Market Values of each  of  the  classes  of
     Eligible  Collateral  included  in  the  Pledged  Property,  excluding  any
     Eligible Collateral being withdrawn from the Lien of this Indenture, as  of
     such  date,  multiplied  by the applicable Discount  Factors  appearing  in
     Schedule A of the definition of "Discount Factors," and (B) the sum of  the
     Market Values of each of the classes of Eligible Collateral included in the
     Pledged  Property, excluding any Eligible Collateral being  withdrawn  from
     the  Lien  of this Indenture, as of such date, multiplied by the applicable
     Discount  Factors  appearing in Schedule B of the definition  of  "Discount
     Factors"; and
     
                (b)  with respect to any portion of the Eligible Collateral, the
     Market  Value  or  Values  of the class or classes of  Eligible  Collateral
     included in such portion of Eligible Collateral, as set forth in the Latest
     Collateral  Report  (which  term  shall  include,  for  purposes  of   this
     definition  only, any Collateral Report being prepared on such  date  which
     values  such  class or classes of Eligible Collateral), multiplied  by  the
     applicable  Discount Factor for each such class of Eligible Collateral  set
     forth  in  whichever  of Schedules A and B to the definition  of  "Discount
     Factors"  was  used  in  the  Latest Collateral  Report  to  determine  the
     Discounted  Value  of  the  Eligible Collateral as  a  whole,  pursuant  to
     subsection (a) of this definition.
     
           "Discount Factors" means, subject to Section 4.12, for each  type  of
Eligible Collateral described below, the factor set forth in Schedules A  and  B
opposite such type of Eligible Collateral below:

                                                Schedule   Schedule
                                                    A          B
Cash                                            1.000000   1.000000
Direct obligations of the United States                   
government
  Maturity of 180 days or less                  0.952381   0.965000
  Maturity more than 180 days but less than one
  year                                          0.952381   0.935000
  Maturity of one year                          0.934580   0.935000
  Maturity more than one year but less than or  
  equal to two years                            0.934580   0.900000
  Maturity more than two years but less than or 
  equal to three years                          0.934580   0.880000
  Maturity more than three years but less than  
  or equal to four years                        0.934580   0.870000
  Maturity more than four years but less than 
  or equal to five years                        0.934580   0.860000
  Maturity more than five years but less than 
  or equal to six years                         0.952381   0.850000
  Maturity more than six years but less than or
  equal to seven years                          0.917431   0.840000
  Maturity more than seven years but less than 
  or equal to ten years                         0.917431   0.835000
  Maturity more than ten years but less than or
  equal to fifteen years                        0.892857   0.805000
  Maturity more than fifteen years but less than
  or equal to twenty years                      0.869565   0.805000
  Maturity more than twenty years but less than
  or equal to thirty years                      0.869565   0.805000
Eligible Fixed-Rate Mortgage Notes                        
  15-Year Eligible Fixed-Rate Mortgage Notes    0.781250   0.780000
  30-Year Eligible Fixed-Rate Mortgage Notes    0.769231   0.760000
Eligible Adjustable-Rate Mortgage Notes                   
  Conforming 3/1 Eligible Adjustable-Rate       
  Mortgage Notes                                0.892857   0.860000 
  Conforming 5/1 Eligible Adjustable-Rate       
  Mortgage Notes                                0.877193   0.830000
  Jumbo 1 Year Eligible Adjustable-Rate Mortgage
  Notes                                         0.877193   0.890000
  Jumbo 3/1 Eligible Adjustable-Rate Mortgage
  Notes                                         0.862069   0.860000
  Jumbo 5/1 Eligible Adjustable-Rate Mortgage   
  Notes                                         0.847458   0.830000
  Jumbo 7/1 Eligible Adjustable-Rate Mortgage 
  Notes                                         0.840336   0.810000
  Jumbo 10/1 Eligible Adjustable-Rate Mortgage  
  Notes                                         0.833333   0.800000
GNMA Certificates                               0.909091   0.805000
FHLMC Certificates or FNMA Certificates         0.900901   0.805000


           If additional types of Eligible Fixed-Rate Mortgage Notes or Eligible
Adjustable-Rate  Mortgage Notes are pledged under this Indenture,  the  Discount
Factors to be added to Schedule A or Schedule B shall be those provided  to  the
Trustee in writing by Fitch and Moody's.

          "Distribution Account" means the account established and designated as
such pursuant to Section 3.01.

           "Eligible Account" means (a) one or more accounts that are maintained
with  a depository institution, which may be the Trustee in all cases and  which
may  be  an Affiliate of the Issuer in the case of the Collection Account  only,
(i)  whose  long-term  debt  obligations  (or,  in  the  case  of  a  depository
institution  which  is part of a holding company structure, the  long-term  debt
obligations of which holding company) at the time of deposit therein  are  rated
at  least  A  (or the equivalent) by each of the Rating Agencies  and  (ii)  the
deposits  in  which  are  fully  insured by the FDIC  through  either  the  Bank
Insurance  Fund  or  the  Savings  Association  Insurance  Fund  (to  the  limit
established  by  the  FDIC) and the uninsured deposits in  which  are  otherwise
secured  such  that,  as  evidenced by an Opinion of Counsel  delivered  to  the
Trustee, the Trustee, on behalf of the Securityholders has a claim with  respect
to the funds in such accounts or a perfected first security interest against any
collateral  securing  such  funds  that is  superior  to  claims  of  any  other
depositors  or creditors of the depository institution with which such  accounts
are  maintained,  (b)  a  trust account or accounts maintained  with  the  trust
department  of  a  federal or state chartered depository  institution  or  trust
company  (including the Trustee) acting in its fiduciary capacity  or  (c)  such
other  account  reviewed  by  the Rating Agencies,  each  of  which  shall  have
furnished  with  respect to such account a written statement that  such  account
will  not  adversely  affect  the rating given by  such  Rating  Agency  to  the
Securities.

           "Eligible  Adjustable-Rate Mortgage Notes" means, subject to  Section
4.12,  Adjustable-Rate  Mortgage Notes evidencing whole loans,  serviced  by  an
Affiliate  of  the  Issuer, or by an Approved Servicer, which  are  Conventional
Mortgage  Notes, are fully amortizing, and have an original term to maturity  of
not  more  than  30  years  and which, as of the date such  Mortgage  Notes  are
pledged:

                   (i)     bear   a   rate  of  interest,   adjustable
          periodically,  but no more frequently than  annually,  of  a
          specified  gross  margin  of  between  1%  and  5%  above  a
          Permitted Index;
          
                 (ii)    have a remaining term to maturity of at least
          one year;
          
                (iii)    have an unpaid principal balance of at  least
          $1,000 and not more than $1,000,000;
          
                 (iv)    have  a Loan-to-Value Ratio not greater  than
          95%,  except  that  any Over 80% Note  must  be  insured  by
          Private  Mortgage Insurance from an insurer which  has  been
          rated  in  one  of the two highest rating categories  by  at
          least  one Rating Agency as to that portion of the principal
          amount  thereof exceeding the amounts specified  under  FNMA
          and FHLMC guidelines (unless, by the terms of the applicable
          Private  Mortgage Insurance policy and Mortgage  Note,  such
          policy has been discharged due to principal amortization);
          
                 (v)   are secured by Eligible Mortgages;
          
                  (vi)     are  accompanied  by  appropriate  Mortgage
          Documentation;
          
                (vii)    are not Mortgage Notes as to which  there  is
          currently a Late Payment;
          
               (viii)    may  be convertible into Fixed-Rate  Mortgage
          Notes;  provided, however, that any Adjustable-Rate Mortgage
          Notes  which  are  so converted may not be included  in  the
          Eligible  Collateral  unless  they  are  recharacterized  as
          Eligible  Fixed-Rate  Mortgage  Notes  pursuant  to  Section
          4.01(d);
          
                (ix)   are not secured by a Mortgage on a mobile home;
          and
          
                 (x)   comply with the aggregate limitations contained
          in  the  definition  of  "Eligible Mortgage  Note"  in  this
          Indenture.
          
           "Eligible Collateral" means, as of any date, Eligible Mortgage Notes,
Government  Securities or Cash included in Pledged Property or any New  Eligible
Collateral at the time permitted to be included in Pledged Property pursuant  to
Section  4.12,  or any combination of the foregoing; provided that  no  Eligible
Fixed-Rate  Mortgage  Notes or Eligible Adjustable-Rate Mortgage  Notes  may  be
included in the Eligible Collateral unless at least 100 Eligible Mortgage  Notes
are so included.

           "Eligible  Conventional  Fixed-Rate Mortgage  Notes"  means  Eligible
Fixed-Rate Mortgage Notes that are Conventional Mortgage Notes.

           "Eligible Fixed-Rate Mortgage Notes" means, subject to Section  4.12,
Fixed-Rate  Mortgage Notes evidencing whole loans, serviced by an  Affiliate  of
the  Issuer,  or by an Approved Servicer, including Conventional Mortgage  Notes
and  FHA  Insured  and VA Guaranteed Mortgage Notes, which are fully amortizing,
provide  for  monthly payments of principal and interest in substantially  equal
installments  for the contractual term of the Mortgage Notes, have  an  original
term  to  maturity  of not more than 30 years and which, as  of  the  date  such
Mortgage Notes are pledged:

                  (i)    have a remaining term to maturity of at least
          one year;
          
                 (ii)    have an unpaid principal balance of at  least
          $1,000 but not more than $1,000,000;
          
                (iii)    have  a Loan-to-Value Ratio not greater  than
          95%,  except  that  any Over 80% Note  must  be  insured  by
          Private Mortgage Insurance from an insurer rated in  one  of
          the  two  highest rating categories by at least  one  Rating
          Agency  as  to that portion of the principal amount  thereof
          exceeding  the  amounts  specified  under  FNMA  and   FHLMC
          guidelines  (unless, by the terms of the applicable  Private
          Mortgage Insurance Policy and Mortgage Note, such policy has
          been discharged due to principal amortization);
          
                (iv)   are secured by Eligible Mortgages;
          
                   (v)     are  accompanied  by  appropriate  Mortgage
          Documentation;
          
                 (vi)    are not Mortgage Notes as to which  there  is
          currently a Late Payment;
          
                (vii)    as  to FHA Insured or VA Guaranteed  Mortgage
          Notes,  are  secured by a Mortgage on a one- to  four-family
          dwelling;
          
              (viii)   are not secured by a Mortgage on a mobile home;
          and
          
                (ix)   comply with the aggregate limitations contained
          in  the  definition  of  "Eligible Mortgage  Note"  in  this
          Indenture.
          
           "Eligible  Investments"  means any  one  or  more  of  the  following
obligations  or  securities, regardless of whether issued by  the  Trustee,  the
Custodian  or  any  of their respective Affiliates and having  at  the  time  of
purchase,  or at such other time as may be specified, the required  ratings,  if
any, provided for in this definition:

                  (i)    direct  obligations of, or guaranteed  as  to
          timely  payment  of principal and interest  by,  the  United
          States  of America or any agency or instrumentality thereof,
          provided that such obligations are backed by the full  faith
          and credit of the United States of America;
          
                 (ii)   direct senior obligations of, or guaranteed as
          to  timely payment of principal and interest by, FHLMC, FNMA
          or  the  Federal Farm Credit System, FHLMC Certificates  and
          FNMA  Certificates,  provided that any  such  obligation  or
          Certificate shall not include a "stripped" security; or
          
                 (iii)     general   obligations  of  or   obligations
          guaranteed  by any state of the United States of America  or
          the  District  of  Columbia receiving the highest  long-term
          debt  rating  available for such securities by  each  Rating
          Agency,  or  such  lower rating as will not  result  in  the
          downgrading or withdrawal of the rating then assigned to the
          Securities by such Rating Agency; or
          
                 (iv)    investments in money market funds/funds rated
          Aaam;
          
provided, however, that if such obligation or security is, at the time  of  such
investment, not rated by Fitch, such obligation or security need only  be  rated
by Moody's.

           "Eligible  Mortgage  Notes" means Eligible  Adjustable-Rate  Mortgage
Notes  and  Eligible  Fixed-Rate Mortgage Notes that conform  to  the  following
additional limitations:

                  (i)    not  more  than 25% of the  aggregate  unpaid
          principal balance of all Eligible Mortgage Notes included in
          the  Eligible Collateral may be Over 80% Notes and not  more
          than  10% of the aggregate unpaid principal balance  of  all
          Eligible  Mortgage Notes included in the Eligible Collateral
          may  be  composed of Eligible Mortgage Notes  with  original
          Loan-to-Value Ratios in excess of 90%;
          
                 (ii)    not  more  than 15% of the  aggregate  unpaid
          principal balance of all Eligible Mortgage Notes included in
          the Eligible Collateral may be High Balance Notes;
          
                (iii)    not  more  than 10% of the  aggregate  unpaid
          principal balance of all Eligible Mortgage Notes included in
          the Eligible Collateral may be Condominium Notes;
          
                 (iv)    the  aggregate  unpaid principal  balance  of
          Eligible Mortgage Notes that are (1) High Balance Notes, (2)
          Over  80% Notes or (3) Condominium Notes may not exceed  35%
          of  the  aggregate unpaid principal balance of all  Eligible
          Mortgage Notes included in the Eligible Collateral;
          
                   (v)  no Eligible Mortgage Note is described by more
          than  one  of  subclauses (1), (2) and (3) in the  preceding
          clause (iv);
          
provided, however, that no investigation of compliance with clauses (i)  through
(v)  above shall be required except (i) on the Closing Date with respect to  the
Initial Collateral and (ii) at the time a Mortgage Note is added to or withdrawn
from  the  Pledged  Property  (provided, that with  respect  to  Mortgage  Notes
substituted into the Pledged Property pursuant to the first sentence of  Section
4.08(a)  or  added  to  the  Pledged Property pursuant  to  Section  4.09,  such
investigation  shall not be made at the time of such addition  or  substitution,
but  instead such Mortgage Notes shall be included in the next Collateral Report
valuing the Eligible Collateral).

           "Eligible Mortgages" means, subject to Section 4.12, Mortgages  which
secure Eligible Mortgage Notes, and which: (a) create a valid first lien (except
for  tax  liens  for  taxes which are not delinquent at the  time  the  Mortgage
becomes part of the Pledged Property, other matters to which like properties are
commonly  subject  which  neither individually nor in the  aggregate  materially
interfere  with  the benefits of the security intended to be  provided  by  such
Mortgages,  and standard exceptions and exclusions in title insurance  policies)
on  Residential Real Estate; (b) are duly recorded in the office of  the  proper
recording  officer  in the State in which the real property  described  in  such
Mortgages  is  located  to reflect of record that the  Issuer  (or  one  of  its
Affiliates)  is the mortgagee or the beneficiary of the deed of trust;  and  (c)
are  covered by (i) title insurance policies insuring (A) that the title to  the
premises  described in each such Mortgage is vested in the mortgagor or  grantor
therein  named,  (B) against unmarketability of such title, and  (C)  that  such
Mortgage  is  a first lien on said premises (except for the lien of general  and
special  taxes  and  assessments on the property  in  question  which  were  not
delinquent  at  the date of the title insurance policy, other matters  to  which
like  properties  are  commonly subject which neither individually  nor  in  the
aggregate materially interfere with the benefits of the security intended to  be
provided  by such Mortgage, and the standard exceptions and exclusions  in  such
policies),  and  the  amount payable to the mortgagee or  the  assignee  of  the
mortgagee  under  each  such  policy is at least as  great  as  the  outstanding
principal  amount payable under the Mortgage Note secured by such  Mortgage,  or
(ii)  an Opinion of Counsel stating that such Mortgage constitutes a first  lien
on  the  premises described in such Mortgage, which Opinion of  Counsel  may  be
subject to the exceptions set forth in clause (i)(C) above.

          "Event of Default" has the meaning set forth in Section 5.01.

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

           "FDIC" means Federal Deposit Insurance Corporation, and includes  any
successor thereto.

           "FHA" means the Federal Housing Administration of HUD. The term "FHA"
shall also include such department or agency of the United States government  as
shall  succeed to the FHA in insuring notes secured by mortgages  and  deeds  of
trust on residential real estate.

           "FHA  Insured" means, with respect to a Mortgage Note,  the  Mortgage
Note  has been insured by the FHA or a written commitment to insure the Mortgage
Note has been given by the FHA.

          "FHLMC" means the Federal Home Loan Mortgage Corporation, and includes
any successor thereto.

           "FHLMC Certificates" means single-class certificates issued by  FHLMC
which  represent  undivided  interests in specified pools  of  fully  amortizing
Mortgage Notes, or participation interests in Mortgage Notes purchased by FHLMC,
substantially  all  of  which  Mortgage Notes are  secured  by  first  liens  on
Residential  Real  Estate and which are guaranteed by FHLMC  as  to  the  timely
payment  of  scheduled interest (at the applicable pass-through  rate)  and  the
ultimate  collection by a holder of such certificates of all  principal  on  the
underlying  mortgage  loans,  to the extent of  such  holder's  pro  rata  share
thereof,  and in the case of certain FHLMC Certificates, the timely  payment  of
scheduled principal.

           "Fitch"  means  Fitch  Investors  Service,  L.P.,  and  includes  any
successor thereto.

          "Fixed-Rate  Mortgage Note" means a Mortgage Note bearing a fixed rate
of interest.

            "FNMA"   means   the  Federal  National  Mortgage   Association,   a
government-sponsored  private  corporation  established  and  existing  as  such
pursuant  to  Title VIII of the Housing and Urban Development Act of  1968,  and
includes any successor thereto.

            "FNMA   Certificates"   means  single-class  mortgage   pass-through
certificates  issued by FNMA which represent fractional undivided  interests  in
specified  pools of fully amortizing (i.e., not balloon payment) Mortgage  Notes
secured  by first liens on Residential Real Estate, and which are guaranteed  by
FNMA  as  to  the  timely  payment  of scheduled  interest  (at  the  applicable
pass-through rate) and principal.

          "GNMA" means the Government National Mortgage Association administered
by HUD, and includes any successor thereto.

           "GNMA  Certificates"  means  single-class  certificates  representing
fractional undivided interests in specified pools of fully amortizing (i.e., not
balloon  payment)  Mortgage  Notes secured by first liens  on  Residential  Real
Estate, such certificates being fully guaranteed as to principal and interest by
GNMA  and, as such, backed by the full faith and credit of the United States  of
America.

           "Government  Securities" means (a) direct obligations of  the  United
States  of  America, provided that such direct obligations are entitled  to  the
full  faith  and credit of the United States of America, (b) GNMA  Certificates,
(c)  FHLMC Certificates, and (d) FNMA Certificates; provided, however,  that  no
Government Security may, by its terms, be a non-interest bearing security unless
it matures in less than one year.

           "High  Balance  Note"  means  a Mortgage  Note  with  an  outstanding
principal balance in excess of $600,000.00.

           "Holder" or "Securityholder," when used with respect to any Security,
means  the  Person  in  whose name the Security is registered  in  the  Security
Register.

           "HUD"  means  the  United  States Department  of  Housing  and  Urban
Development  or  such  department or agency of the United States  government  as
shall  succeed to the United States Department of Housing and Urban  Development
in the administration of GNMA or the regulation of FNMA or FHLMC.

           "Indenture" means this instrument as originally executed, as  it  may
from  time  to  time  be  supplemented or amended  by  one  or  more  indentures
supplemental hereto entered pursuant to the applicable terms hereof.

           "Independent," when used with respect to any specified  person  other
than  an  Accountant, means such a Person who (i) is in fact  independent,  (ii)
does  not  have any direct financial interest or any material indirect financial
interest  in  the  Issuer or in any Affiliate of the Issuer, and  (iii)  is  not
connected  with  the  Issuer  or any Affiliate of  the  Issuer  as  an  officer,
employee, promoter, underwriter, trustee, partner, director or Person performing
similar functions.  "Independent" when used with respect to any Accountant means
such  an Accountant, who may also be the accountant who audits the books of  the
Issuer, who is independent with respect to the Issuer within the meaning of  the
Code  of  Professional  Ethics  of the American Institute  of  Certified  Public
Accountants.   Whenever  it  is herein provided that  any  Independent  Person's
opinion  or certificate shall be furnished to the Trustee, such Person shall  be
acceptable to the Trustee and such opinion or certificate shall state  that  the
signer  has  read this definition and that the signer is Independent within  the
meaning hereof.

           "Initial  Collateral"  means the Eligible Collateral  initially  made
subject to the Lien of this Indenture.

           "Interest  Payment  Date" means the 25th day  of  each  March,  June,
September  and  December (or, if any such day is not a Business  Day,  the  next
succeeding  Business Day) while the Securities are Outstanding, commencing  June
25, 1997.

           "Interest  Period" means, with respect to any Interest Payment  Date,
the  period from and including the preceding Interest Payment Date (or,  in  the
case  of the initial Interest Payment Date, from and including the Closing Date)
and ending on and including the day prior to such Interest Payment Date.

          "Issue Date" means the date of original issue of the Securities.

          "Issuer" means the Person named as the "Issuer" in the first paragraph
of  this Indenture, until a successor entity shall have become such pursuant  to
the  applicable provisions of this Indenture, and thereafter the "Issuer"  shall
mean such successor entity.

           "Jumbo  15-Year  Eligible Fixed-Rate Mortgage Notes"  means  Eligible
Fixed-Rate  Mortgage Notes having an original term of 15 years and  an  original
principal amount of more than the maximum amount of a mortgage note permitted to
be purchased by FNMA and FHLMC, currently $214,600.

           "Jumbo  5/1  Eligible Adjustable-Rate Mortgage Notes" means  Eligible
Adjustable-Rate Mortgage Notes having an original term to maturity of  not  more
than  30  years, a fixed rate of interest for an initial period of approximately
five years and an original principal amount of more than the maximum amount of a
mortgage note permitted to be purchased by FNMA and FHLMC, currently $214,600.

           "Jumbo Note" means a Conventional Mortgage Note secured by a Mortgage
on  a  one-  to four-family dwelling which has an original principal balance  in
excess  of the then applicable maximum amount established by FHLMC and FNMA  for
mortgage loan purchases.

           "Jumbo  10/1 Eligible Adjustable-Rate Mortgage Notes" means  Eligible
Adjustable-Rate Mortgage Notes having an original term to maturity of  not  more
than  30  years, a fixed rate of interest for an initial period of approximately
ten years and an original principal amount of more than the maximum amount of  a
mortgage note permitted to be purchased by FNMA and FHLMC, currently $214,600.

           "Jumbo  3/1  Eligible Adjustable-Rate Mortgage Notes" means  Eligible
Adjustable-Rate Mortgage Notes having an original term to maturity of  not  more
than  30  years, a fixed rate of interest for an initial period of approximately
three years and an original principal amount of more than the maximum amount  of
a mortgage not permitted to be purchased by FNMA and FHLMC, currently $214,600.

           "Jumbo  30-Year  Eligible Fixed Rate Mortgage Notes"  means  Eligible
Fixed-Rate  Mortgage Notes having an original term of 30 years and  an  original
principal amount of more than the maximum amount of a mortgage note permitted to
be purchased by FNMA and FHLMC, currently $214,600.

          "Late Payment" means any scheduled payment of principal or interest on
a  Mortgage  Note which is delinquent past the end of the month  in  which  such
payment  was due, which payment for purposes of this Indenture is deemed  to  be
one installment delinquent.

          "Latest Collateral Report" means, as of any date, the then most recent
Collateral  Report prepared by the Trustee and delivered to the Issuer  pursuant
to  Section  4.05(a),  Section 4.06, Section 4.07(b), Section  4.07(d),  Section
4.08(a) or Section 4.10(a).

           "LIBOR" means, for any Interest Payment Date and Interest Period, the
London  interbank  offered rate for three-month United  States  dollar  deposits
determined by the Trustee in accordance with Section 3.06.

           "LIBOR Business Day"  means a day that is not a Saturday, a Sunday or
other day on which banking institutions in London, New York City or the state in
which  the  Corporate Trust Office of the Trustee is located are  authorized  or
required by law, regulation or executive order to be closed.

           "LIBOR  Determination  Date,"  with respect to  any  Interest  Period
subsequent  to the initial Interest Period, means the second LIBOR Business  Day
immediately preceding the first day of such Interest Period.

           "Lien of this Indenture" or "lien hereof" means the security interest
granted by these presents, or by any concurrent or subsequent conveyance to  the
Trustee  (whether made by the Issuer or any other Person), or otherwise  granted
or created.

           "Liquidity Date"  means the date which is 15 days prior to the Stated
Maturity.

           "Listing Agent" means Kredietbank S.A. Luxembourgeoise, and  includes
any successor thereto.

           "Loan-to-Value  Ratio," with respect to any Eligible  Mortgage  Note,
means  the  fraction, expressed as a percentage the numerator of  which  is  the
original  principal balance of such Eligible Mortgage Note, and the  denominator
of  which  is  the  lesser of (a) the appraised value of the  related  Mortgaged
Property  at the time of origination of such Eligible Mortgage Note or  (b)  the
sales  price of the related Mortgaged Property; provided, however, that  in  the
case  of an Eligible Mortgage Note resulting from a refinancing, the denominator
shall  be the appraised value of the related Mortgaged Property at the  time  of
such refinancing.

           "Market  Value,"  for  any  Collateral Report  valuing  the  Eligible
Collateral,  means  the  amount  determined with respect  to  specific  Eligible
Collateral  in the manner set forth below as of a Determination Date;  provided,
however, that the Market Value of any security or instrument may not exceed  the
unpaid principal amount of such security or instrument:

               (a)  as to Cash, the face value thereof;
     
                 (b)    as  to  FHLMC  Certificates,  FNMA  Certificates,   GNMA
     Certificates  and  as  to  other Government Securities  (other  than  those
     Government  Securities having a remaining term to maturity of  90  days  or
     less),  the  aggregate principal amount of the mortgage loans evidenced  by
     each  FHLMC,  FNMA or GNMA Certificate (as shown by the most recent  report
     related  to  each  such certificate received by the Trustee  prior  to  the
     applicable  Determination Date) or the aggregate principal amount  of  such
     other Government Securities multiplied by the dollar value of the lower bid
     price  per  dollar  of outstanding principal amount for the  same  kind  of
     certificate or security, having as nearly as practicable the same  interest
     rate  and  maturity, as quoted to the Trustee by two nationally  recognized
     securities  dealers selected by the Trustee and making  a  market  in  such
     certificates or Securities as of an applicable Determination Date, with  at
     least  one  such quotation in writing (which writing may be a  printout  of
     such  quotation received by the Trustee from any such dealer via Dow  Jones
     Telerate,   Inc.,   Bloomberg  Financial  Markets  or  another   nationally
     recognized  on-line computer service in accordance with  standard  industry
     practice),  or,  if  only one such bid price is available,  such  aggregate
     principal  amount multiplied by such bid price, which shall be in  writing,
     or  if  no  such  bid price is available, such aggregate  principal  amount
     multiplied by the bid price per dollar of outstanding principal amount that
     would  result  in  the yield for the same type of certificate  or  security
     having  as  nearly as practicable the same interest rate and  maturity,  as
     published on an applicable Determination Date in The Wall Street Journal or
     The New York Times (if such yield is so published);
     
                (c)  as to Government Securities (other than FNMA, FHLMC or GNMA
     Certificates) having a remaining term to maturity of 90 days or  less,  the
     face amount thereof multiplied by the dollar value of the lower of the  bid
     prices per dollar of outstanding principal amount obtained therefor by  the
     Trustee  as  of  the close of business on an applicable Determination  Date
     from  two nationally recognized securities dealers making a market therein,
     with  at  least  one  such quotation in writing (which  writing  may  be  a
     printout of such quotation received by the Trustee from any such dealer via
     Dow Jones Telerate, Inc., Bloomberg Financial Markets or another nationally
     recognized  on-line computer service in accordance with  standard  industry
     practice); and
     
                (d)   as  to  Eligible  Mortgage Notes (all Eligible  Fixed-Rate
     Mortgage Notes to constitute one group for purposes of this definition  and
     all Eligible Adjustable-Rate Mortgage Notes to constitute another group for
     purposes  of  this  definition and, within each such group,  such  Eligible
     Mortgage  Notes  to be subgrouped based on the criteria set  forth  in  the
     Servicing Agreement), the lower of the market quotations for such  Eligible
     Mortgage  Notes  obtained  from any two nationally  recognized  dealers  in
     mortgage instruments selected by the Trustee (which dealers shall have been
     provided  by  the  Trustee  with the information  necessary  to  make  such
     quotations,  including  the  weighted average interest  rate  and  weighted
     average  maturity of the Eligible Mortgage Notes of the groups  established
     by  the Trustee), determined as of the applicable Determination Date  based
     upon unpaid principal balances shown in the most recent report prepared  by
     or  for the Trustee (which report shall contain information as of a date no
     more  than 30 days prior to such Determination Date) or, if only  one  such
     quotation  is  available, then such quotation, which shall  be  in  writing
     (which  writing may be a printout of such quotation received by the Trustee
     from  any  such  dealer via Dow Jones Telerate, Inc.,  Bloomberg  Financial
     Markets  or  another  nationally recognized  on-line  computer  service  in
     accordance with standard industry practice); provided, however, that, if no
     such  market quotation is available, the Market Value of Eligible  Mortgage
     Notes  shall  be determined by discounting, at the Market Value  Rate,  the
     remaining scheduled payments of principal of and interest on such  Eligible
     Mortgage  Notes  shown in the most recent report prepared  by  or  for  the
     Issuer (which report shall contain information as of a date no more than 30
     days prior to the applicable Determination Date) in the manner set forth in
     Annex  A-1  to Schedule 1 to Exhibit B; provided, further, that the  Market
     Value  of  any  Eligible Mortgage Note on which any  scheduled  payment  of
     principal  or  interest is delinquent shall be deemed for the  purposes  of
     this  Indenture to be (i) 15% lower than the Market Value determined  above
     if  such  payment  is delinquent past the end of the month  in  which  such
     payment  was due, (ii) 50% lower than the Market Value determined above  if
     such  payment  is delinquent past the end of month following the  month  in
     which  such  payment  was  due,  (iii) 75%  lower  than  the  Market  Value
     determined  above if the Late Payment is delinquent past  the  end  of  the
     second  month  following the month in which such payment was due  and  (iv)
     zero  if  the  Late Payment is delinquent past the end of the  third  month
     following the month in which such payment was due.
     
The  methodology  for  determining the Market Value  of  any  item  of  Eligible
Collateral  may be changed by the Issuer and the Trustee without the consent  of
any  Holders  of Securities pursuant to an indenture supplemental hereto  making
appropriate   provision  for  such  change  in  methodology  with  the   written
confirmation of Fitch and Moody's to the effect that such change in  methodology
will  not  impair, or cause the Securities to fail to retain, the  ratings  then
assigned to the Securities by Fitch and Moody's, respectively.

          "Market Value Rate" means:

                (a)   (i)   as to Conventional Mortgage Notes (other than  Jumbo
     Notes),  a  rate  (rounded  to the nearest one-hundredth  of  one  percent)
     equivalent to the yields at which either FNMA or FHLMC, at the election  of
     the  Trustee, committed itself to purchase Conventional Mortgage  Notes  of
     such  type for the shortest available delivery period determined as of  the
     applicable Determination Date; and
     
                     (ii)  as to FHA Insured or VA Guaranteed Mortgage Notes,  a
     rate  (rounded  to the nearest one-hundredth of one percent) equivalent  to
     the  yields at which FNMA committed itself to purchase FHA Insured  and  VA
     Guaranteed Mortgage Notes, as the case may be (or either if commitments for
     both  were not made), for the shortest available delivery period determined
     as of the applicable Determination Date;
     
     in  the  cases  of  (i) or (ii) above, as such FHLMC  or  FNMA  yields  are
     reported by The Wall Street Journal, The New York Times or directly by FNMA
     or  FHLMC, and in each case less any servicing fee then allowed sellers and
     included in gross yield quotations; or,
     
                (b)   in the event that such rates are not available as  of  the
     applicable  Determination  Date, or with respect to  Conventional  Mortgage
     Notes (including Jumbo Notes), in the event that, as of such date, FNMA  or
     FHLMC  have ceased to conduct auctions or post rates with respect  to  such
     Mortgage  Notes  and with respect to FHA Insured or VA Guaranteed  Mortgage
     Notes,  in the event that, as of such date, FNMA has ceased to post  FHA-VA
     commitment  rates,  then a rate 0.50% greater than  the  yield  as  of  the
     applicable  Determination Date (as quoted directly  by  FNMA)  for  a  FNMA
     Certificate  with the same (or, if there are none with the  same  then  the
     next  higher) coupon interest rate as the weighted average coupon  interest
     rate of the Eligible Mortgage Notes included in the Pledged Property.
     
          "Material Defect" has the meaning set forth in Section 4.01(a).

          "Maximum Interest Rate" means 22% per annum.

           "Moody's"  means  Moody's Investors Service, Inc. and  any  successor
thereto.

          "Mortgage Collateral" means Eligible Mortgage Notes.

          "Mortgage Documentation," with respect to any Mortgage Note, means (a)
the  promissory note or other evidence of indebtedness evidencing such  Mortgage
Note  endorsed in blank; (b) (i) an assignment, in blank and in recordable form,
of  all  mortgages  or  deeds of trust securing such promissory  note  or  other
evidence  of indebtedness and, where applicable, assignments thereof  showing  a
complete line of title from the originator to the Trustee, except that  in  lieu
of  delivering an assignment for each such mortgage or deed of trust, the Issuer
may  instead deliver a blanket assignment by county in recordable form and  (ii)
the documentation whereby the Mortgage Note has been assumed by any Person other
than  the  maker thereof; (c) with respect to each Mortgage Note for  which  the
related Mortgaged Property is located in the State of California or Oregon only,
the  original  recorded Mortgage (or a copy thereof certified by the  applicable
recording  office in those jurisdictions where the original is retained  by  the
filing  office) securing such promissory note or other evidence of indebtedness;
and  (d)  in the case of an FHA Insured or VA Guaranteed Mortgage Note, evidence
that such Mortgage Note is FHA Insured or VA Guaranteed.

           "Mortgage  Notes"  means  notes or other  evidences  of  indebtedness
secured  by Mortgages and also means those instruments which were at  any  given
time, but thereafter ceased to be, Eligible Mortgage Notes, whether by reason of
default thereunder or under the Mortgages securing them or otherwise.

           "Mortgaged Property" means the property subject to a Mortgage,  which
may include (i) one- to four- family detached residences, (ii) townhouses, (iii)
condominium units and (iv) units within planned unit developments.

           "Mortgages" means mortgages, deeds of trust, deeds to secure debt  or
similar security instruments encumbering real property and related documentation
and  also  means those instruments and related documentation which were  at  any
given time, but thereafter ceased to be, Eligible Mortgages.

           "NationsBanc  Mortgage"  means NationsBanc Mortgage  Corporation,  an
Affiliate of the Issuer.

           "NationsBank,  N.A."  means NationsBank, N.A.,  the  indirect  parent
corporation of the Issuer, or any successor thereto.

           "NCMI" means NationsBanc Capital Markets, Inc., an Affiliate  of  the
Issuer.

          "New Eligible Collateral" has the meaning set forth in Section 4.12.

           "The  New  York  Times"  means the newspaper of  general  circulation
published  under that name in the Borough of Manhattan, City of New York,  State
of New York.

           "Non-Mortgage  Collateral" means any Eligible Collateral  other  than
Mortgage Collateral.

           "Officers' Certificate" means a certificate signed by any  member  of
the  Board  of Trustees of the Issuer and by the Trust's President or  Secretary
and delivered to the Trustee.

           "Opinion of Counsel" means a written opinion of counsel, who  may  be
counsel  for  the  Issuer, unless otherwise specified herein and  who  shall  be
acceptable to the Trustee, and shall be delivered to the Trustee.

          "Order" has the same meaning as "Request" herein.

          "Outstanding," when used with respect to Securities, as of the date of
determination,  means  all  Securities theretofore authenticated  and  delivered
under this Indenture, except:

                (a)  securities theretofore canceled by the Trustee or delivered
     to  the Trustee for cancellation or, pursuant to Section 2.12, delivered to
     another  person  which has delivered such Securities  to  the  Trustee  for
     cancellation;
     
                (b)  securities  for  whose payment or redemption either Deposit
     Securities  in the necessary amount have been delivered to the  Trustee  or
     any  Paying  Agent  in  trust  for  the  Holders  of  such  Securities   or
     arrangements  acceptable to each Rating Agency have been  made,  in  either
     case  pursuant to Section 10.03; provided, however, that if such Securities
     are to be redeemed on a Redemption Date, notice of such redemption has been
     duly given pursuant to this Indenture or provision therefor satisfactory to
     the Trustee has been made; and
     
                (c)  securities which have been paid pursuant to Section 2.09 or
     in   exchange  for  or  in  lieu  of  which  other  Securities  have   been
     authenticated  and delivered pursuant to this  Indenture, other  than   any
     such Securities in respect of which there shall have been presented to  the
     Trustee  proof satisfactory to it that such Securities are held by  a  bona
     fide purchaser in whose hands such Securities are valid obligations of  the
     Issuer;
     
provided,  however,  that in determining whether the Holders  of  the  requisite
principal  amount of Securities Outstanding are present at a meeting of  Holders
of   Securities  for  quorum  purposes  or  have  given  any  request,   demand,
authorization,  direction, notice, consent or waiver hereunder,  (i)  Securities
referred  to  in  clause (b) above shall be deemed to be Outstanding,  and  (ii)
Securities owned by the Issuer or any Affiliate of the Issuer (other than  NCMI)
shall  be  disregarded  and  deemed  not to  be  Outstanding,  except  that,  in
determining  whether  the Trustee shall be protected in relying  upon  any  such
determination  as to the presence of a quorum or upon any such request,  demand,
authorization, direction, notice, consent or waiver, only Securities  which  the
Trustee  knows  to  be so owned shall be so disregarded.   Securities  so  owned
which  have  been  pledged in good faith may be regarded as Outstanding  if  the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act  with  respect to such Securities and that the pledgee is not the Issuer  or
any  Affiliate  of the Issuer (other than NCMI).  In addition to the  foregoing,
Securities  owned by the Issuer or an Affiliate of the Issuer (other than  NCMI)
shall  be  disregarded  and  deemed  not  to  be  Outstanding  for  purposes  of
determining  the  Basic Maintenance Amount, except that, in determining  whether
the  Trustee shall be protected in relying upon any such determination of  Basic
Maintenance Amount, only Securities which the Trustee knows to be so owned shall
be disregarded.

           "Over  80% Note" means a Mortgage Note with a Loan-to-Value Ratio  in
excess of 80%.

           "Paying Agent" means any agency maintained pursuant to Section 10.02,
whether original or successor.

          "Permitted Index" means each of the following:

                (a)   the  average yields (as published by the  Federal  Reserve
     Board) for U.S. Treasury Securities adjusted to a constant maturity of  one
     year;
     
               (b)  the "cost of funds" index published by the Eleventh District
     Federal Home Loan Bank;
     
                (c)   the London interbank offered rates for Eurodollar deposits
     of various maturities;
     
               (d)  the prime lending rate of NationsBank, N.A.; and
     
               (e)  any other index acceptable to the Rating Agencies.
     
            "Person"  means  any  individual,  corporation,  partnership,  joint
venture,  association,  joint-stock company, limited liability  company,  trust,
incorporated  organization or government or any agency or political  subdivision
thereof.

          "Pledged Property" has the meaning set forth in the Granting Clauses.

          "Predecessor Security" of any particular Security means every previous
Security  evidencing all or a portion of the same indebtedness as that evidenced
by  such  particular  Security; and, for the purposes of  this  definition,  any
Security  authenticated and delivered under Section 2.09 in exchange for  or  in
lieu  of  a  mutilated, destroyed, lost or stolen Security shall  be  deemed  to
evidence  the  same  indebtedness as the mutilated, destroyed,  lost  or  stolen
security.

          "Prior Valuation Date" has the meaning set forth in Section 4.07.

           "Private  Mortgage  Insurance" means a policy  of  mortgage  guaranty
insurance  issued by an insurer authorized to write such insurance in the  State
in  which  the  property secured by the mortgage or deed of  trust  is  located,
securing  the  mortgage  lender against default by the  borrower  under  a  note
secured by the mortgage or deed of trust.

           "Rating Agency" means each of Fitch and Moody's.  If such agencies or
successors  thereto  are no longer in existence, "Rating Agency"  will  be  such
nationally  recognized  statistical rating agency  or  other  comparable  Person
designated  by  the Issuer, notice of which designation will  be  given  to  the
Trustee.   References herein to the fourth highest rating category of  a  Rating
Agency  will mean BBB or better in the case of Fitch and Baa2 or better  in  the
case  of  Moody's.  References herein to the third highest rating category  will
mean  A  or better in the case of Fitch and A2 or better in the case of Moody's.
Reference  herein to the second highest rating category of a Rating Agency  will
mean AA or better in the case of Fitch and Aa2 or better in the case of Moody's.
In  the  case of any other Rating Agency, such rating categories will mean  such
fourth, third or second highest rating category or better without regard to  any
plus  or  minus or any numerical or other qualifier.  For all purposes  of  this
Indenture, if any obligation or security is, at the time of such investment  not
rated by Fitch, such obligation or security need only be rated by Moody's.

           "Redemption  Date,"  when used with respect to  any  Security  to  be
redeemed,  means  the  date fixed for such redemption by  or  pursuant  to  this
Indenture.

           "Redemption Price," when used with respect to any Security or portion
thereof to be redeemed, means 100% of the principal amount of such Security  (or
portion thereof) to be redeemed plus interest accrued at the applicable rate  on
such principal amount (or portion thereof) to the Redemption Date.

           "Reference  Banks"  means four  banks in the London interbank  market
selected by the Trustee.  Each Reference Bank shall be a leading bank engaged in
transactions  in  Eurodollar deposits in the international  Eurocurrency  market
with an established place of business in London, which does not control, is  not
controlled by or is not under common control with the Issuer and which has  been
designated as a Reference Bank by the Trustee and is able and willing to provide
such  quotations  to  the  Trustee on each LIBOR  Determination  Date.   If  any
Reference Bank designated by the Trustee fails to meet the qualifications  of  a
Reference  Bank,  the  Trustee  will  use  its  best  efforts  to  designate  an
alternative Reference Bank.

           "Regular  Record  Date"  means the close of  business  on  the  third
Business  Day  immediately  prior to the date any  payment  of  interest  on  or
principal or redemption price of any Security is due.

           "Regular Valuation Date" means, subject to Section 8.01(7), the fifth
and the twentieth calendar day of each month (or if any such calendar day is not
a Business Day, the next succeeding Business Day) for so long as any Security is
Outstanding, commencing April 7, 1997.

           "Request" or "Order" means a written request or order signed  by  the
Chairman  of  the  Board, the Chief Executive Officer,  the  President,  a  Vice
President  or  the Controller and by the Treasurer, an Assistant Treasurer,  the
Secretary or an Assistant Secretary of the Issuer and delivered to the  Trustee,
as required under this Indenture.

           "Required  Interest  Payment Amount" has  the  meaning  specified  in
Section 3.03(a).

           "Reserve Fund" means the account established and designated  as  such
pursuant to Section 3.01.

           "Residential Real Estate" means residential real property located  in
any  State and improvements thereon (other than mobile homes) consisting of one-
to  four-family  dwelling units (including attached,  town  or  row  houses  and
condominiums).

           "Responsible Officer," when used with respect to the Trustee  or  the
Custodian, means any officer in the Corporate Trust Office of the Trustee or the
corporate trust office of the Custodian, including any vice president whether or
not  designated  by  a number or words added before the title "vice  president,"
senior trust officer, trust officer, or any other officer of the Trustee or  the
Custodian  customarily performing functions similar to those  performed  by  the
persons  who  at the time shall be such officers, respectively, or to  whom  any
corporate  trust matter is referred because of his knowledge of  or  familiarity
with the particular subject.

           "Reuters  Page LIBO"  means the display page designated  as  "Reuters
Monitor Money Rates Page LIBO" on the Reuters Monitor.

           "Securities"   has the meaning specified in the second  paragraph  of
this Indenture

           "Security  Register"  and "Security Registrar"  have  the  respective
meanings specified in Section 2.08.

          "Selected Amount" means, (a) as of the Liquidity Date, an amount equal
to  the  aggregate principal amount of the Securities, and the accrued  interest
thereon, which would be due at the Stated Maturity if the Securities Outstanding
on  such  Liquidity  Date  were Outstanding at the  Stated  Maturity;  provided,
however,  that  (b)  if, on or prior to such Liquidity Date, Deposit  Securities
have  been delivered to the Trustee in respect of a redemption of the Securities
on  a  Redemption Date on or subsequent to such Liquidity Date but no later than
the  Stated Maturity, then the amount described in clause (a) shall not  include
any  accrued interest or any principal which would be owed on any Securities (or
portion thereof) which are to be redeemed on such Redemption Date.

           "Servicer"  means  the  Person designated  as  such  in  a  Servicing
Agreement entered into pursuant to Section 4.13.

           "Servicer  Remittance Date" means the 23rd day of any month  (or,  if
such  day  is  not a Business Day, the first Business Day immediately  preceding
such 23rd day), commencing in the month following the month in which the Closing
Date occurs.

           "Servicing  Agreement" means an agreement entered  into  pursuant  to
Section 4.13 and dated as of the Closing Date between the Issuer and a Servicer,
substantially in the form of Exhibit E hereto.

          "Special Record Date" has the meaning set forth in Section 2.10.

          "State" means any State of the United States, the District of Columbia
and the Commonwealth of Puerto Rico.

          "Stated Maturity," when used with respect to any Security, means March
25, 2000.

           "Subsidiary"  means a corporation more than 50%  of  the  outstanding
voting  stock of which is owned, directly or indirectly by the Issuer or by  one
or  more  Subsidiaries  of  the Issuer, or by the Issuer  and  by  one  or  more
Subsidiaries of the Issuer.  For the purposes of this definition, "voting stock"
means  stock  which ordinarily has voting power for the election  of  directors,
whether at all times or only so long as no senior class of stock has such voting
power by reason of any contingency.

           "Telerate Page 3750"  means the display page designated "3750" on the
Dow  Jones Telerate Service (or such other page as may replace that page on that
service for the purpose of displaying comparable rates or prices).

          "TIA" means the Trust Indenture Act of 1939, as amended.

          "Trustee" means the Person named as the Trustee in the first paragraph
of  this Indenture unless a successor trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
such successor Trustee.

           "UCC" means the Uniform Commercial Code as in effect in the State  of
New York.

           "VA" means the Department of Veterans Affairs of the United States of
America.   The  term "VA" shall also include such department or  agency  of  the
United  States government as shall succeed to the VA in its present function  of
issuing  guarantees with respect to mortgages and deeds of trust on  residential
real estate.

          "VA Guaranteed" means guaranteed in part by the VA.

           "Vice  President" means any vice president, whether or not designated
by a number or a word or words added before or after the title "vice president."

           "The  Wall Street Journal" means the newspaper of general circulation
published  under that name in the Borough of Manhattan, City of New York,  State
of New York, or a successor thereto.

          SECTION 1.02.  Compliance Certificates and Opinions.

           (a)  Upon any application or request by the Issuer to the Trustee  to
take  any action under any provision of this Indenture, the Issuer shall furnish
to  the  Trustee an Officers' Certificate stating that all conditions precedent,
if any, provided for in this Indenture relating to the proposed action have been
complied  with  and 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
relating to such particular application or request, no additional certificate or
opinion need be furnished.

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

                    (1)  a statement that each individual signing such
          certificate  or opinion has read or has caused  to  be  read
          such  covenant  or  condition  and  the  definitions  herein
          relating thereto;
          
                     (2)  a brief statement as to the nature and scope
          of   the   examination  or  investigation  upon  which   the
          statements  or  opinions contained in  such  certificate  or
          opinion are based;
          
                    (3)  a statement that, in the opinion of each such
          individual, he had made such examination or investigation as
          is necessary to enable him to express an informed opinion as
          to  whether  or  not  such covenant or  condition  has  been
          complied with; and
          
                     (4)  a statement as to whether, in the opinion of
          each  such individual, such condition or covenant  has  been
          complied with.
          
          (b)  Subject to Section 1.02(c) below:

                     (1)   prior  to  the deposit of any  property  or
          securities  with the Trustee which is to be made  the  basis
          for  (A) the authentication and delivery of Securities,  (B)
          the  withdrawal of cash constituting a part of  the  Pledged
          Property  or  (C) 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 4.01(a) hereof
          or  elsewhere in this Indenture, furnish to the  Trustee  an
          Officers'  Certificate certifying or stating the opinion  of
          each  person signing such certificate as to the  fair  value
          (within  90  days  of such deposit) to  the  Issuer  of  the
          property or securities to be so deposited;
          
                    (2)  whenever any property or securities are to be
          released  from the Lien of this Indenture, the Issuer  shall
          also   furnish  to  the  Trustee  an  Officers'  Certificate
          certifying  or  stating the opinion of each  person  signing
          such  certificate as to the fair value (within  90  days  of
          such  release) of the property or securities proposed to  be
          released and stating that in the opinion of such person  the
          proposed  release  will not impair the security  under  this
          Indenture in contravention of the provisions hereof;
          
                    (3)  whenever the Issuer is required to furnish to
          the  Trustee an Officers' Certificate certifying or  stating
          the  opinion  of  any  signer  thereof  as  to  the  matters
          described in clause (1) above, the Issuer shall also deliver
          to  the  Trustee a certificate from an Independent appraiser
          or  other expert (which may be an Independent Accountant) as
          to  the same matters, if the fair value to the Issuer of the
          property  or securities to be so deposited and of all  other
          such  property  or  securities made the basis  of  any  such
          authentication and delivery, 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 (1) above and this clause (3), is ten percent or more
          of  the aggregate principal amount of the Securities at  the
          time  Outstanding,  and  in the case of  authentication  and
          delivery  of  Securities, such certificate shall  cover  the
          fair  value  to  the Issuer of all other  such  property  or
          securities  so  deposited  since  the  commencement  of  the
          current  fiscal  year  as to which  a  certificate  from  an
          Independent  Accountant has not previously  been  furnished;
          but such a certificate need not be furnished with respect to
          any  property or securities so deposited, if the fair  value
          thereof  to the Issuer as set forth in the related Officers'
          Certificate is less than $25,000 or less than one percent of
          the Securities at the time Outstanding; and
          
                    (4)  whenever the Issuer is required to furnish to
          the  Trustee an Officers' Certificate certifying or  stating
          the  opinion  of  any  signer  thereof  as  to  the  matters
          described in clause (2) above, the Issuer shall also furnish
          to  the  Trustee a certificate from an Independent appraiser
          or  other expert (which may be an Independent Accountant) 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 (2) above and  this  clause
          (4),  equals ten percent or more of the aggregate  principal
          amount  of the Securities at the time Outstanding, 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 Officers' Certificate is  less  than
          $25,000  or less than one percent of the aggregate principal
          amount of the Securities at the time Outstanding.
          
           (c)  The provisions of Section 1.02(b) are all intended to facilitate
compliance with the requirements of the TIA as in effect on the date hereof, and
shall  be deemed superseded by any modifications or changes to such requirements
(to  expand  such  requirements, to eliminate such  requirements  or  otherwise)
effected  by  amendment to the TIA, by regulation, by rule  or  by  judicial  or
administrative  decision.  The provisions of Section 1.02(b) shall  not  at  any
time  impose upon any Person obligated under this Section any greater  reporting
obligations  with  respect to the matters covered by Section  1.02(b)  than  the
reporting  obligation with respect to such matters imposed upon such  Person  by
the TIA as in effect with respect to such time.

          SECTION 1.03.  Form of Documents Delivered to 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 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 or her certificate or opinion is based are erroneous.

           Any  such Opinion of Counsel may be based upon certificates of public
officials and insofar as it relates to factual matters, certificates or opinions
of, or representations by an officer or officers of the Issuer.  Any Opinion  of
Counsel  may  be  stated to be based on the opinion of other counsel,  in  which
event it shall be accompanied by a copy of such other opinion.  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.

          SECTION 1.04.  Acts of Holders of Securities.

           (a)   Any request, demand, authorization, direction, notice, consent,
waiver  or  other  action provided by this Indenture to be  given  or  taken  by
Holders  of  Securities may be embodied in and evidenced  by  (i)  one  or  more
instruments of substantially similar tenor signed by such Holders in  person  or
by  agent  or proxy duly appointed in writing, (ii) resolutions duly adopted  by
Holders  of  Securities voting in favor thereof, either in person or by  proxies
duly  appointed in writing, at any meeting of Holders of Securities duly  called
and  held in accordance with the provisions of Article Nine as indicated by  the
record of such meeting, or (iii) a combination of such instrument or instruments
and  any such resolutions.  Except as herein otherwise expressly provided,  such
action  shall  become  effective when such instruments and,  if  appropriate,  a
signed  and  verified record of such meeting as provided in  Section  9.06,  are
delivered  to  the Trustee, and, where it is hereby expressly required,  to  the
Issuer.   Such instruments and resolutions (and the action embodied therein  and
evidenced thereby) are herein sometimes referred to as the "Act" of the  Holders
of  Securities signing such instruments or voting in favor of such  resolutions.
Proof  of  execution of any such instrument or of a writing appointing any  such
agent  or  proxy,  or  of  the holding by any Person of  a  Security,  shall  be
sufficient  for  any  purpose of this Indenture and  (subject  to  Section  6.01
hereof) conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section 1.04.

           (b)   The  fact and date of the execution by any Person of  any  such
instrument or writing may be proved by the certificate of any notary  public  or
other  officer  authorized by law to take acknowledgments of deeds  and  similar
instruments, certifying that the individual signing such instrument  or  writing
acknowledged  to him the execution thereof, or by an affidavit of a  witness  to
such  execution  sworn to before any such notary or other  such  officer.   Such
certificate or affidavit shall also constitute sufficient proof of the authority
of  the Person executing any such instrument or writing; provided, however, that
the Person executing such certificate or affidavit may not be the same Person as
the Person executing such instrument or writing.

          (c)  The principal amount and serial numbers of securities held by any
Person,  and the date of such Holder's holding of the same, shall be  proved  by
the Security Register.

           (d)   The  Trustee  may accept such other proof  (including,  without
limitation,  a  signature  guarantee) or require such additional  proof  of  any
matter referred to in this Section 1.04 as it shall deem necessary.

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

           (f)   The  record  of any meeting of Holders of Securities  shall  be
proved in the manner provided in Section 9.06.

                         SECTION  1.05.   Notices,  Etc.,  to  Trustee  and  the
                         Issuer.
                         
          Any request, demand, authorization, direction, notice, consent, waiver
or  Act of Holders of Securities or other document provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with,

                (1)   the  Trustee by any Holder of Securities or by the  Issuer
     shall  be  sufficient for every purpose hereunder (unless otherwise  herein
     expressly  provided) if made, given, furnished or filed in  writing  to  or
     with, the Trustee at the Corporate Trust Office of the Trustee; or
     
                (2)   the  Issuer by the Trustee or by any Holder of  Securities
     shall  be  sufficient for every purpose hereunder (unless otherwise  herein
     expressly provided) if in writing and mailed, first class, and addressed to
     the  Issuer,  at  100  North  Tryon Street, 23rd  Floor,  Charlotte,  North
     Carolina  28255, Attention:  Secretary, or at any other address  previously
     furnished in writing to the Trustee by the Issuer.
     
Any  request,  demand,  authorization,  direction,  notice,  consent  or  waiver
required or permitted under this Indenture shall be in the English language.

                         SECTION   1.06.   Notices  to  Holders  of  Securities;
                         Waiver.
                         
           Except  as otherwise expressly provided herein, where this  Indenture
provides for notice to Holders of Securities of any event, such notice shall  be
sufficiently  given  to  Holders of the Securities if  in  writing  and  mailed,
first-class  postage  prepaid, to each Holder of a  Security  affected  by  such
event, at the address of such Holder as it appears in the Security Register, not
earlier than the earliest date and not later than the latest date prescribed for
the giving of such notice, and shall be deemed to have been given on the date of
such mailing.

           Neither the failure to mail such notice, nor any defect in any notice
so  mailed,  to any particular Holder of a Security shall affect the sufficiency
of  such  notice with respect to other Holders of Securities.  Any notice  to  a
Holder  of  a Security given as provided above shall be conclusively  deemed  to
have  been  received  by such Holder whether or not actually  received  by  such
Holder.   In  case  by reason of the suspension of regular mail  service  or  by
reason of any other cause it shall be impracticable to give such notice by mail,
then  such  notification  to Holders of Securities as shall  be  made  with  the
approval  of  the  Trustee shall constitute a sufficient  notification  to  such
Holders for every purpose hereunder.

           Where  this Indenture provides for notice in any manner, such  notice
may  be  waived in writing by the 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 shall be filed with the Trustee,  but  such  filing
shall  not  be  a  condition precedent to the validity of any  action  taken  in
reliance upon such waiver.

                         SECTION   1.07.   Effect  of  Headings  and  Table   of
                         Contents.
                         
           The Article and Section headings herein and the Table of Contents are
for convenience only and shall not affect the construction hereof.

          SECTION 1.08.  Successors and Assigns.

           All  covenants and agreements in this Indenture by the  Issuer  shall
bind its successors and assigns, whether so expressed or not.

          SECTION 1.09.  Separability Clause.

           In  case any provisions in this Indenture or the Securities 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 1.10.  Benefits of Indenture.

          Nothing in this Indenture or the Securities, express or implied, shall
give to any Person, other than the parties hereto and their successors hereunder
and  the Holders of the Securities, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

          SECTION 1.11.  Governing Law.

           This  Indenture  and  each of the Securities shall  be  construed  in
accordance  with  and  governed by the laws of the State of  New  York,  without
giving effect to principles of conflicts of law.

          SECTION 1.12.  Legal Holidays.

           In  any case where any Interest Payment Date, any Redemption Date  or
the  Stated  Maturity  shall  not be a Business Day,  payment  of  principal  or
interest on the Securities 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  such  payment was due, and no interest shall accrue for the  period  after
such date.

           In  any  case  where any Liquidity Date is not a  Business  Day,  any
delivery  of Deposit Securities required to be made on such Liquidity Date  need
not  be  made  on  such  Liquidity Date but may be made on the  next  succeeding
Business Day.

          SECTION 1.13.  Execution in Counterparts.

           This Indenture may be executed by the parties hereto in any number of
counterparts,  and  by each of the parties hereto in separate counterparts,  and
when so executed and delivered, each of such counterparts shall be deemed to  be
an  original, but all such counterparts shall together constitute  one  and  the
same instrument.

          SECTION 1.14.  The Issuer's Obligations.

           No  recourse  may  be  taken,  directly or  indirectly,  against  any
shareholder, officer, member of the Board of Trustees or employee of the  Issuer
(or  of any predecessor or successor of the Issuer) with respect to the Issuer's
obligations  under  this  Indenture  or  any  Officers'  Certificate  or   other
certificate or other writing delivered in connection herewith.

          SECTION 1.15.  Conflict with Trust Indenture Act.

           If  any  provision hereof limits, qualifies or conflicts with another
provision hereof which is required or deemed to be included in this Indenture by
any  of  the  provisions  of the TIA, such required or  deemed  to  be  included
provision  shall  control.  Without limiting the foregoing,  the  provisions  of
Section 1.02(b) and Article Twelve shall not at any time impose upon any  Person
obligated  thereunder  any  greater reporting obligation  with  respect  to  the
matters  covered  thereby than the reporting obligation  with  respect  to  such
matters imposed upon such Person by the TIA as in effect at such time.

                                   ARTICLE TWO
                                        
                                 THE SECURITIES
                                        
          SECTION 2.01.  Form, Title and Terms of the Securities.

          The Securities shall be in substantially the form set forth in Exhibit
H,   with  such  appropriate  insertions,  omissions,  substitutions  and  other
variations  as  are required or permitted by this Indenture, and may  have  such
letters,  numbers  or  other  marks  of  identification  and  such  legends   or
endorsements  placed  thereon  as  may be required  to  comply  with  any  laws,
regulations,  rules  or  requirements of any securities exchange  on  which  the
Securities  are  listed or as may, consistently herewith, be determined  by  the
officers executing such Securities, as evidenced by such execution.  Any portion
of  the  text  of  any Security may be set forth on the reverse thereof  to  the
extent permitted by applicable law and applicable exchange regulations.

           The Trustee's certificate of authentication shall be in substantially
the form set forth in Exhibit H.

            The   aggregate  principal  amount  of  Securities  which   may   be
authenticated  and delivered under this Indenture is limited to  $1,000,000,000;
except for Securities authenticated and delivered upon registration of, transfer
of,  or  in  exchange for, or in lieu of, other Securities pursuant to  Sections
2.07, 2.08, 2.09, 8.05 or 11.04.

           The  Securities shall be known and designated as the "Mortgage-Backed
Bonds,  Series  1997-1  Due 2000" of the Issuer.  The  Stated  Maturity  of  the
Securities shall be March 25, 2000, and they shall bear interest as set forth in
the  following paragraph from the later of the Closing Date or the  most  recent
Interest Payment Date to which interest has been paid, payable in arrears on the
25th day of each March, June, September and December (or, if any such day is not
a  Business  Day, on the next Business Day, commencing June 25, 1997  until  the
principal thereof is paid or made available for payment.

           Interest  shall accrue on the Securities during the initial  Interest
Period  at  the  rate  of  5.64766% per annum.  Interest  shall  accrue  on  the
Securities during each Interest Period subsequent to the initial Interest Period
at an adjustable rate equal to LIBOR (determined for each Interest Period as set
forth  in Section 3.06) plus 0.05% per annum.  Interest on the Securities  shall
be  computed  on the basis of the actual number of days in each Interest  Period
and a 360-day year.

          Interest on the Securities shall be paid at the Corporate Trust Office
of the Trustee or at such other office or agency of the Issuer as the Issuer may
designate, 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, except
that  interest may, at the option of the Issuer, be paid by check mailed to such
Person  at  such  Person's address appearing in the Security Register  or,  upon
written  instructions  from any such Person holding  not  less  than  $5,000,000
aggregate principal amount of Securities received by the Trustee not later  than
the Regular Record Date or Special Record Date to which such payment of interest
relates,  by wire transfer to a United States dollar account maintained  by  the
payee at a depository institution in the United States; provided, however,  that
such  depository  institution  shall  have  facilities  therefor.   Payment   of
principal  of each Security at the Stated Maturity shall be made upon  surrender
of  such Security at the Corporate Trust Office of the Trustee or at such  other
office  or agency as the Issuer may designate, 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.

           To  the  extent the Issuer shall designate an office or agency  other
than  the Corporate Trust Office of the Trustee for the payment of principal  or
interest, each Rating Agency shall have confirmed in writing to the Issuer  that
such designation will not impair, or cause the Securities to fail to retain, the
ratings then assigned to the Securities by such Rating Agency.

           The Securities are subject to mandatory redemption in part, prior  to
their Stated Maturity as provided in Article Eleven.

          SECTION 2.02.  Denominations of Securities.

          The Securities shall be issuable in book-entry form in accordance with
Section  2.04, in denominations of $100,000 and integral multiples of $1,000  in
excess thereof.

          SECTION 2.03.  Execution, Authentication, Delivery and Dating.

          The Securities shall be executed on behalf of the Issuer by any of the
members  of  the  Board of Trustees of the Issuer.  Any such  signature  may  be
manual or facsimile.

          Securities bearing the manual or facsimile signatures of any member of
the  Board of Trustees of the Issuer shall bind the Issuer, notwithstanding that
any such Person has ceased to be a member of such Board of Trustees prior to the
authentication and delivery of such securities or was not such a member of  such
Board of Trustees at the date as of which such Securities were dated.

           At  any time after the execution and delivery of this Indenture,  the
Issuer  may  deliver  Securities executed by the Issuer to the  Trustee  or  the
Authenticating  Agent  for  authentication,  together  with  an  Order  for  the
authentication  and  delivery  of  such  Securities,  and  the  Trustee  or  the
Authenticating  Agent  in  accordance with such  Order  shall  authenticate  and
deliver such securities as is provided in this Indenture and not otherwise.

          Each Security shall be dated the date of its authentication.

           No Security shall be entitled to any benefit under this Indenture, or
be valid or obligatory for any purpose, unless there appears on such Security  a
certificate of authentication substantially in the form provided for in  Exhibit
H hereto executed by the Trustee or the Authenticating Agent by manual signature
and  such  certificate upon any Security shall be conclusive evidence,  and  the
only  evidence,  that  such Security has been duly authenticated  and  delivered
hereunder.

          SECTION 2.04.  Book-Entry Requirements.

           (a)  Until  such  time  as definitive, fully registered  certificates
("Definitive  Certificates") are issued pursuant to Section 2.05, each  Security
shall  bear  the  following legend or such other legend as is  required  by  the
applicable Clearing Agency:

           "Unless this Security is presented by an authorized representative of
[Name  of  Clearing  Agency]  to the Trustee or its agent  for  registration  of
transfer, exchange or payment, and any Security issued is registered in the name
of  [Name  of Clearing Agency] or such other name as requested by an  authorized
representative of [Name of Clearing Agency] and any payment is made to [Name  of
Clearing  Agency],  any  transfer, pledge or  other  use  hereof  for  value  or
otherwise  by  or to any person is wrongful since the registered  owner  hereof,
[Name of Clearing Agency], has an interest herein."

          (b) Upon original issuance, the Securities shall be issued in the form
of one or more typewritten certificates, to be delivered to The Depository Trust
Company  (or retained by the Trustee as agent for The Depository Trust Company),
the  initial Clearing Agency, by, or on behalf of, the Issuer.  Such  Securities
shall  initially  be  registered on the Security Register in  the  name  of  the
nominee  of the initial Clearing Agency, and no Beneficial Owner will receive  a
definitive  certificate  representing such Beneficial Owner's  interest  in  the
Securities,  except  as provided in Section 2.05.  Unless and  until  Definitive
Certificates have been issued to Beneficial Owners pursuant to Section 2.05:

                  (i)    the provisions of this Section 2.04(b) shall be in full
          force and effect;
          
                 (ii)   the Issuer, the Servicer, the Security Registrar and the
          Trustee  may deal with the Clearing Agency for all purposes (including
          the  making  of  distributions on the Securities  and  the  taking  of
          actions  by  the Securityholders) as the authorized representative  of
          the Beneficial Owners;
          
               (iii)   to the extent that the provisions of this Section 2.04(b)
          conflict  with any other provisions of this Agreement, the  provisions
          of this Section 2.04(b) shall control;
          
                 (iv)   the rights of Beneficial Owners shall be exercised  only
          through  the Clearing Agency and shall be limited to those established
          by  law, the rules, regulations and procedures of the Clearing  Agency
          and  agreements between such Beneficial Owners and the Clearing Agency
          and/or  the Clearing Agency Participants, and all references  in  this
          Agreement  to  actions by Securityholders shall, with respect  to  the
          Securities,  refer  to  actions taken  by  the  Clearing  Agency  upon
          instructions from the Clearing Agency Participants, and all references
          in this Agreement to distributions, notices, reports and statements to
          Securityholders  shall,  with  respect to  the  Securities,  refer  to
          distributions, notices, reports and statements to the Clearing  Agency
          or  its  nominee, as registered holder of the Book-Entry Certificates,
          as  the  case  may  be,  for  distribution  to  Beneficial  Owners  in
          accordance with the procedures of the Clearing Agency; and
          
                   (v)    the  initial  Clearing  Agency  will  make  book-entry
          transfers  among  the  Clearing Agency Participants  and  receive  and
          transmit distributions of principal and interest on the Securities  to
          the  Clearing  Agency Participants, for distribution by such  Clearing
          Agency Participants to the Beneficial Owners or their nominees.
          
           For  purposes  of  any  provision  of  this  Agreement  requiring  or
permitting  actions  with  the consent of, or at the direction  of,  Holders  of
Securities  evidencing  specified voting interests, such  direction  or  consent
shall  be  given  by  Beneficial Owners having the requisite  voting  interests,
acting through the Clearing Agency.

            Unless  and  until  Definitive  Certificates  have  been  issued  to
Beneficial  Owners pursuant to Section 2.05, copies of the reports or statements
referred  to in Section 12.03 and 12.04 shall be available to Beneficial  Owners
upon written request to the Trustee at the Corporate Trust Office of the Trustee
and,  for  as long as the Securities are listed on the Luxemborg Stock Exchange,
the  reports or statement shall be available at the office of the Listing  Agent
in Luxembourg.

          SECTION 2.05.  Definitive Certificates.

           (a)   If  (i)  the  Issuer advises the Trustee in  writing  that  the
Clearing  Agency  is  no  longer  willing or  able  properly  to  discharge  its
responsibilities  as depository with respect to the Book-Entry  Certificates  or
(ii) the Issuer, at its option, advises the Trustee in writing that it elects to
terminate  the book-entry system through the Clearing Agency, then  the  Trustee
shall  notify  the  Beneficial  Owners, through  the  Clearing  Agency,  of  the
occurrence  of any such event and of the availability of Definitive Certificates
to  Beneficial Owners requesting the same.  Upon surrender to the Trustee by the
Clearing Agency of the Securities held of record by its nominee, accompanied  by
re-registration  instructions  and directions to execute  and  authenticate  new
Securities   from  the  Issuer,  the  Trustee  shall  execute  and  authenticate
Definitive  Certificates  for  delivery at the Corporate  Trust  Office  of  the
Trustee.   The  Servicer  shall arrange for, and will bear  all  costs  of,  the
printing  and issuance of such Definitive Certificates.  Neither the Issuer  nor
the  Trustee  shall be liable for any delay in delivery of such instructions  by
the  Clearing  Agency and may conclusively rely on, and shall  be  protected  in
relying on, such instructions.

           (b)  In the event Definitive Certificates are issued pursuant to this
Section 2.05, the Issuer shall appoint a paying and transfer agent in Luxembourg
at  whose  offices  such  Definitive Certificates may be presented  for  payment
and/or  transfer for so long as they are Outstanding.  Such paying and  transfer
agent  shall  be  appointed  in  accordance with  Section  10.02  and  shall  be
maintained  for so long as the Securities remain listed on the Luxembourg  Stock
Exchange.   The Issuer shall give written notice to the Trustee of the location,
and  of any change in the location, of such agent.  In the event that the Issuer
shall fail to appoint and maintain such paying and transfer agent in Luxembourg,
the Trustee shall appoint such paying and transfer agent.

          SECTION 2.06.  Notices to Clearing Agency.

          Whenever notice or other communication to the Holders of Securities is
required  under  this Agreement, unless and until Definitive Certificates  shall
have  been  issued  to Beneficial Owners pursuant to Section 2.05,  the  Trustee
shall  give all such notices and communications specified herein to be given  to
Holders of Securities to the Clearing Agency.

          SECTION 2.07.  Temporary Securities.

           Pending the preparation of Definitive Certificates in accordance with
Section 2.05, the Issuer may execute, and upon the Issuer's Order the Trustee or
other  Authenticating Agent shall authenticate and deliver, temporary Securities
which   are   printed,  lithographed  or  typewritten,  in   any   denomination,
substantially of the tenor of the Definitive Certificates in lieu of which  they
are  issued and with such appropriate insertions,  omissions,  substitutions and
other  variations  as the officers executing such Securities may  determine,  as
evidenced by their execution of such Securities.

           If  temporary Securities are issued, the Issuer will cause Definitive
Certificates  to be prepared without unreasonable delay.  After the  preparation
of  Definitive Certificates, the temporary Securities shall be exchangeable  for
Definitive  Certificates  upon  surrender of the  temporary  Securities  at  the
Corporate  Trust  Office of the Trustee or at the office of  the  Authenticating
Agent,  if other than the Trustee, without charge to the Holder.  Upon surrender
for  cancellation  of  any one or more temporary Securities,  the  Issuer  shall
execute  and  the  Trustee or the Authenticating Agent  shall  authenticate  and
deliver  in  exchange therefor a like aggregate principal amount  of  Definitive
Certificates  of authorized denominations.   Until so exchanged  such  temporary
Securities  shall  in all respects be entitled to the same benefits  under  this
Indenture as Definitive Certificates.

          SECTION 2.08.  Registration; Registration of Transfer and Exchange.

          The Issuer shall cause to be kept at the Corporate Trust Office of the
Trustee  a  register  (the  "Security  Register")  in  which,  subject  to  such
reasonable  regulations as it may prescribe, the Issuer shall  provide  for  the
registration both of Securities and of transfers of Securities.  The Trustee  is
hereby  appointed  "Security  Registrar" for the  purpose  of  registering  both
Securities and transfers of Securities as herein provided.

           Upon  surrender for registration of transfer of any Security  at  the
Corporate  Trust  Office of the Trustee or at the office of  any  Authenticating
Agent,  the  Issuer  shall execute, and the Trustee or the Authenticating  Agent
shall  authenticate  and  deliver, in the name of the designated  transferee  or
transferees, one or more new Securities of any authorized denominations and of a
like aggregate principal amount, all as requested by the transferor.

           At the option of the Holder, a Security may be exchanged into one  or
more Securities of any authorized denomination and of a like aggregate principal
amount,  upon  surrender of the Security to be exchanged at the Corporate  Trust
Office  of  the Trustee or at the office of any Authenticating Agent.   Whenever
any  Securities are so surrendered for exchange, the Issuer shall  execute,  and
the  Trustee  or  the Authenticating Agent shall authenticate and  deliver,  the
Securities which the Holder making the exchange is entitled to receive.

          All Securities issued upon any registration of transfer or exchange of
Securities  shall  be the valid obligations of the Issuer, evidencing  the  same
debt,  and entitled to the same benefits under this Indenture, as the Securities
surrendered upon such registration of transfer or exchange.  The registration by
the  Security Registrar of the transfer of a Security shall be deemed to be  the
written acknowledgment by the Issuer of such transfer.

           Every  Security presented or surrendered for registration or transfer
shall (if so required by the Issuer or the Security Registrar) be duly endorsed,
or  be  accompanied by a written instrument of transfer in form satisfactory  to
the Issuer and the Security Registrar duly executed by the Holder thereof or his
attorney duly authorized in writing.

           No  service charge shall be made for any registration of transfer  or
exchange  of Securities, but the Issuer may require payment of a sum  sufficient
to  cover any tax or other governmental charge that may be imposed in connection
with  any  registration  of  transfer  or exchange  of  Securities,  other  than
exchanges pursuant to Section 2.07, 8.05 or 11.04 not involving any registration
of transfer.

          SECTION 2.09.  Mutilated, Destroyed, Lost or Stolen Securities.

           If  any mutilated Security is surrendered to the Trustee, the  Issuer
shall  execute,  and  the  Trustee shall authenticate and  deliver  in  exchange
therefor, a new Security of like tenor and principal amount and bearing a number
not contemporaneously Outstanding.

          If there be delivered to the Issuer and the Trustee

                          (1)   evidence to their satisfaction of  the
          destruction, loss or theft of any Security, and
          
                          (2)   such security or indemnity as  may  be
          required by them to save each of them and any agent of  each
          of them harmless,
          
then,  in  the absence of notice to the Issuer or the Trustee that such Security
has  been acquired by a bona fide purchaser, the Issuer shall execute, and  upon
its  request  the Trustee shall authenticate and deliver, in lieu  of  any  such
destroyed,  lost or stolen Security, a new Security of like tenor and  principal
amount bearing a number not contemporaneously Outstanding.

           In  case  any such mutilated, destroyed, lost or stolen Security  has
become or is about to become due and payable, the Issuer in its discretion  may,
instead  of  issuing a new Security, direct the Trustee or Paying Agent  to  pay
such Security on its due date.

           Upon  the  issuance of any new Security under this Section 2.09,  the
Issuer  may  require the payment of a sum sufficient to cover any tax  or  other
governmental charge that may be imposed in relation thereto.

          Every new Security issued pursuant to this Section 2.09 in lieu of any
destroyed,  lost  or  stolen Security shall constitute  an  original  additional
contractual  obligation  of the Issuer whether or not  the  destroyed,  lost  or
stolen  Security, if any, shall be at any time enforceable by anyone,  and  such
new Security shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Securities duly issued hereunder.

           The  provisions of this Section 2.09 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 Securities.

                         SECTION  2.10.   Interest  Payments;  Interest   Rights
                         Preserved.
                         
           Interest on any Security which is payable, and is punctually paid  or
duly  provided for, on any Interest Payment Date shall be paid to the Person  in
whose  name  that Security (or one or more Predecessor Securities) is registered
at the close of business on the Regular Record Date for such interest.

           Any  interest on any Security which is payable, but is not punctually
paid  or  duly  provided  for,  on  any Interest  Payment  Date  (herein  called
"Defaulted Interest") shall forthwith cease to be payable to the Holder  on  the
relevant  Regular  Record Date by virtue of having been such  Holder,  and  such
Defaulted Interest may be paid by the Issuer, at its election in each  case,  as
provided in clause (1) or (2) below:

                     (1)  the Issuer may elect to make payment of  any
          Defaulted  Interest  to  the  Persons  in  whose  names  the
          Securities (or their respective Predecessor Securities)  are
          registered at the close of business on a Special Record Date
          for  the payment of such Defaulted Interest, which shall  be
          fixed in the following manner.  The Issuer shall notify  the
          Trustee  in  writing  of  the amount of  Defaulted  Interest
          proposed  to  be paid on each Security and the date  of  the
          proposed  payment,  and at the same time  the  Issuer  shall
          deposit  with  the Trustee an amount of money equal  to  the
          aggregate  amount  proposed to be paid in  respect  of  such
          Defaulted  Interest or shall make arrangements  satisfactory
          to  the  Trustee for such deposit prior to the date  of  the
          proposed payment, such money when so deposited to be held in
          trust  for  the  benefit  of the Persons  entitled  to  such
          Defaulted  Interest  as in this clause provided.   Thereupon
          the  Trustee shall fix a Special Record Date for the payment
          of  such Defaulted Interest which shall be not more than  15
          days  and  not less than 10 days prior to the  date  of  the
          proposed payment and not less than 10 days after the receipt
          by  the Trustee of the notice of the proposed payment.   The
          Trustee  shall  promptly notify the Issuer of  such  Special
          Record  Date  and,  in the name and at the  expense  of  the
          Issuer,  shall cause notice of the proposed payment of  such
          Defaulted  Interest and the Special Record Date therefor  to
          be  mailed, first-class postage prepaid, to each  Holder  of
          Securities  at the address of such Holder as it  appears  in
          the  Security Register, not less than 10 days prior to  such
          Special Record Date.  Notice of the proposed payment of such
          Defaulted  Interest  and the Special  Record  Date  therefor
          having been so mailed, such Defaulted Interest shall be paid
          to  the  Persons  in  whose names the Securities  (or  their
          respective  Predecessor Securities) are  registered  at  the
          close  of business on such Special Record Date and shall  no
          longer be payable pursuant to the following clause (2).
          
                     (2)  the Issuer may make payment of any Defaulted
          Interest  in  any other lawful manner not inconsistent  with
          the  requirements of any securities exchange  on  which  the
          Securities  may be listed, and upon such notice  as  may  be
          required  by  such exchange, if, after notice given  by  the
          Issuer  to  the Trustee of the proposed payment pursuant  to
          this   clause,  such  manner  of  payment  shall  be  deemed
          practicable by the Trustee.
          
           Notwithstanding  the foregoing provisions of this  Section  2.10,  no
payment  of  Defaulted Interest pursuant to this Section 2.10 shall  affect  the
status of the failure to pay interest when such interest becomes due and payable
as an Event of Default under Section 5.01 hereof.

           Subject  to  the  foregoing provisions of  this  Section  2.10,  each
Security delivered under this Indenture upon registration of transfer of  or  in
exchange for or in lieu of any other Security shall carry the rights to interest
accrued and unpaid, and to accrue, which were carried by such other Security.

          SECTION 2.11.  Persons Deemed Owners.

          Prior to due presentment for registration of transfer, the Issuer, the
Trustee and any agent of the Issuer or the Trustee (including the Authenticating
Agent)  may  treat the Person in whose name such Security is registered  as  the
owner of such Security for the purpose of receiving payment of principal of  and
interest on such Security and for all other purposes whatsoever, whether or  not
such Security be overdue, and neither the Issuer, the Trustee nor any such agent
of the Issuer or the Trustee shall be affected by notice to the contrary.

          SECTION 2.12.  Cancellation.

           All  Securities surrendered for payment, redemption, registration  of
transfer or exchange shall, if surrendered to any person other than the Trustee,
be  delivered to the Trustee.  All Securities so delivered shall be canceled  by
the  Trustee and may not thereafter be reissued.  The Trustee shall destroy such
cancelled Securities in accordance with its then current procedures.

                                  ARTICLE THREE
                                        
                         ADMINISTRATION OF ACCOUNTS AND
                           PAYMENTS TO SECURITYHOLDERS
                                        
                         SECTION  3.01.   Establishment  and  Administration  of
                         Distribution Account and Reserve Fund.
                         
           (a)   On or before the Closing Date, the Trustee, for the benefit  of
Securityholders,  shall establish and maintain, or cause to be  established  and
maintained,  two separate accounts (the "Distribution Account" and the  "Reserve
Fund").   Each  of  the Distribution Account and the Reserve Fund  shall  be  an
Eligible  Account  in  the  name of the Trustee bearing  a  designation  clearly
indicating that the funds deposited therein are held in trust for the benefit of
Securityholders.

          (b)  Funds on deposit in the Distribution Account and the Reserve Fund
shall  at all times be invested in Eligible Investments at the written direction
of  the Issuer; provided, however, that to the extent necessary to make required
payments  on  any  Interest  Payment Date and/or at Stated  Maturity,  any  such
investment shall mature or become due and such funds shall be made available for
withdrawal on or prior to the related Interest Payment Date or Stated  Maturity,
as the case may be.

           (c)   Amounts  held in the Distribution Account and the Reserve  Fund
from time to time will constitute a portion of the Pledged Property securing the
Securities  and  Eligible  Collateral  for  purposes  of  satisfying  the  Basic
Maintenance  Amount.   Subject to the requirements and  limitations  imposed  by
Section 4.08, the Trustee shall release funds on deposit in the Reserve Fund  to
the Issuer upon request.

          (d)  Any funds remaining on deposit in the Distribution Account or the
Reserve Fund following the satisfaction and discharge of this Indenture pursuant
to Article Thirteen hereof shall be remitted promptly to the Issuer.

           (e)   The  Trustee shall have the right to withdraw from any  account
funds deposited therein in error.

          SECTION 3.02.  Collections and Allocations.

          (a)  All amounts received by the Trustee in respect of interest or any
other earnings on or proceeds of the portion of the Pledged Property other  than
Eligible  Mortgage Notes, shall be deposited upon receipt into the  Distribution
Account.

           (b)   On each Servicer Remittance Date, upon receipt of the Available
Amount from the Servicer in accordance with the Servicing Agreement, the Trustee
will apply such funds in the following order of priority:

                (i)  first, for deposit into the Distribution Account, an amount
(first  from  the  interest portion of the Available Amount and  then  from  the
principal  portion  of  the Available Amount) equal to the  amount  of  interest
accrued or to accrue on the Securities from and including the immediately  prior
Interest Payment Date (or from and including the Closing Date in the case of the
first  Servicer  Remittance Date) to and including the day  prior  to  the  next
succeeding  Interest  Payment Date less in each month other  than  March,  June,
September  and December any amounts deposited in the Distribution Account  since
the immediately preceding Servicer Remittance Date and available for payment  on
the  Bonds,  and  in the case of Servicer Remittance Dates occurring  in  March,
June,  September  and December, the amount payable on the next Interest  Payment
Date, less any amounts then on deposit in the Distribution Account and available
for payments on the Securities; and

               (ii)   second,  for deposit into the Reserve Fund, the  remaining
portion of the Available Amount.

          SECTION 3.03.  Payments to Securityholders.

          (a)  Until an Event of Default occurs, at which time the provisions of
Section 5.10 shall apply:

                (i)   On  each  Interest  Payment Date, the  Trustee  shall  (A)
withdraw  from  the  Distribution Account, up to the full balance  of  funds  on
deposit in the Distribution Account (which shall include any amounts required to
be  transferred  from the Reserve Fund pursuant to Section  3.03(b)  below),  an
amount  equal to the amount of all interest accrued during the related  Interest
Period on the Securities Outstanding with respect to such Interest Payment  Date
plus any Defaulted Interest (the "Required Interest Payment Amount") and (B) pay
to   Securityholders  (or  transfer  to  the  Paying  Agent   for   payment   to
Securityholders, if the Trustee shall not then be the Paying Agent) such  amount
in accordance with Section 2.10.

               (ii)   In  addition, on any Redemption Date  and  at  the  Stated
Maturity,  the  Trustee shall withdraw sufficient amounts from the  Distribution
Account  (which  shall include any amounts required to be transferred  from  the
Reserve  Fund  pursuant to Section 3.03(b) below) to make required interest  and
principal  payments on such date pursuant to Article Eleven or Article  Thirteen
hereof, as applicable, and distribute such amounts to Securityholders as of  the
immediately preceding Regular Record Date.

           (b)  (i)  If, on any Interest Payment Date, the amount on deposit  in
the  Distribution Account prior to giving effect to the withdrawal  and  payment
required by Section 3.03(a)(i) above is less than the Required Interest  Payment
Amount,  the  Trustee shall withdraw from the Reserve Fund and transfer  to  the
Distribution Account, up to the full balance of funds on deposit in the  Reserve
Fund,  an  amount equal to the difference between the Required Interest  Payment
Amount and the amount then on deposit in the Distribution Account.

                (ii)  In  addition, if, on any Redemption Date or at the  Stated
Maturity,  the  amount on deposit in the Distribution Account  prior  to  giving
effect  to the withdrawal and payment required by Section 3.03(a)(ii)  above  is
less than the amount required to be paid in respect of interest and principal on
such  date,  the  Trustee shall immediately withdraw from the Reserve  Fund  and
transfer to the Distribution Account, up to the full balance of funds on deposit
in  the  Reserve Fund, an amount equal to the difference between  such  required
amount and the amount on deposit in the Distribution Account.

          SECTION 3.04.  [RESERVED]

          SECTION 3.05.  [RESERVED]

           SECTION  3.06.   Determination of LIBOR.  (a) LIBOR for  the  initial
Interest Period shall be 5.59766% per annum.  On each LIBOR Determination  Date,
the  Trustee  shall determine LIBOR for a period equal to the  related  Interest
Period  (commencing  on the first day of such period) as of 11:00  a.m.  (London
time)  on  such LIBOR Determination Date as such quotation appears  on  Telerate
Page 3750.

           (b)  If on any LIBOR Determination Date, such rate does not appear on
Telerate Page 3750, the Trustee shall determine LIBOR for a  period equal to the
related Interest Period (commencing on the first day of such period) as of 11:00
a.m. (London Time) on such LIBOR Determination Date as such quotation appears on
Reuters Monitor Money Rates Page LIBO ("Reuters Page LIBO").

           (c)  If on any LIBOR Determination Date, such rate does not appear on
Reuters  Page LIBO, the Trustee shall determine LIBOR on the basis of quotations
provided  by  the Reference Banks as of 11:00 a.m. (London time) on  such  LIBOR
Determination Date to prime banks in the London interbank market  for  a  period
equal  to  the  related Interest Period (commencing on the  first  day  of  such
period).   LIBOR  as determined by the Trustee shall be the arithmetic  mean  of
such quotations (rounded upwards, if necessary, to the nearest whole multiple of
1/16%).

           (d)  If on any LIBOR Determination Date at least two of the Reference
Banks provide quotations, LIBOR shall be determined in accordance with (c) above
on  the basis of the offered quotations of those Reference Banks providing  such
quotations.

           (e)   If  on  the LIBOR Determination Date only one or  none  of  the
Reference Banks provides such offered quotations, LIBOR shall be:

                    (i)  the rate per annum (rounded upwards, if necessary, to
          the nearest whole multiple of 1/16%) that the Trustee determines to be
          the arithmetic mean of the offered quotations that four leading banks
          in New York City selected by the Trustee are quoting at or about 11:00
          a.m. (Eastern Time) on such LIBOR Determination Date for loans in U.S.
          dollars to the Reference Banks for a period equal to the related
          Interest Period (commencing on the first day of such Interest Period)
          or those of them (being at least two in number) to which such offered
          quotations are, in the opinion of the Trustee, being so quoted; or
          
                    (ii) if the banks selected as aforesaid by the Trustee are
          not quoting as described in the preceding clause (i), LIBOR for such
          Interest Period shall be LIBOR as determined on the previous LIBOR
          Determination Date or, with respect to the first LIBOR Determination
          Date, 5.59766% per annum.
          
           (f)   On  each LIBOR Determination Date prior to 12:00 noon  (Eastern
Time), the Trustee shall send to the Issuer by facsimile, notification of  LIBOR
and the interest rate for the Securities for the following Interest Period.

           (g)  The establishment of LIBOR on each LIBOR Determination Date  for
each  Interest  Period  and the Trustee's calculation of the  rate  of  interest
applicable  to  the  Securities for the related Interest Period  shall  (in  the
absence of manifest error) be final and binding.

                                  ARTICLE FOUR
                                        
                           PROVISIONS AS TO COLLATERAL
                                        
          SECTION 4.01.  Pledging of Collateral.

           (a)   The  Issuer  may  at  any time and from  time  to  time  pledge
Collateral  with  the  Trustee by delivering the same to  the  Trustee  (or,  if
applicable,  to the Custodian, in the case of Eligible Mortgage  Notes)  in  the
manner  described in Section 4.01(b) as to Pledged Property other  than  Deposit
Securities and Section 10.03 as to Deposit Securities delivered pursuant to such
Section.   The  following documents shall be delivered to  the  Trustee  or  the
Custodian,  as  applicable, in connection with any such pledge and  delivery  of
Collateral:

               (i)  a list identifying the Collateral;
          
               (ii) a designation of whether the Collateral is Deposit
          Securities  delivered pursuant to Section 10.03 or  Eligible
          Collateral;
          
                (iii)      the  documents  required  by  the  Granting
          Clauses of this Indenture;
          
                (iv)  such  certificate as to the fair value  of  such
          Collateral  as  may then be required by Section  1.02(b)  of
          this  Indenture and Section 314(d) (and any other applicable
          provision) of the TIA; and
          
               (v)  an Opinion of Counsel in the form of Exhibit C.
          
           At  the  time  of any delivery of Collateral to the  Trustee  or  the
Custodian,  the  Trustee  or  the Custodian shall certify  that  all  Collateral
specified  on the accompanying list identifying the Collateral provided  by  the
Issuer  has been received by the Trustee or the Custodian, as the case  may  be,
and  that,  subject to the provisions of the next succeeding paragraph  of  this
Section  4.01(a)  with respect to Eligible Mortgage Notes,  such  Collateral  is
accompanied by the documents required by the Granting Clauses.  In addition, the
Trustee shall certify to the Issuer that it has received a certificate as to the
fair  value  of such Collateral (if then required by the TIA) and an Opinion  of
Counsel in the form of Exhibit C.

           With  respect to Eligible Mortgage Notes, the Trustee agrees to cause
the Custodian to review the Mortgage Documentation delivered to the Custodian no
later than 90 days after the Closing Date or, if received by the Custodian after
the  initial  90-day period, promptly after its delivery to the Custodian.   The
Custodian  will  ascertain whether all required documents  have  been  executed,
received and accompanied by evidence of recordation, and whether those documents
relate (determined, in the case of Mortgage Notes, on the basis of the mortgagor
name  and  loan number) to the Mortgage Notes it has received, as identified  in
Exhibit  A to this Indenture.  In performing any such review, the Custodian  may
conclusively  rely on the purported due execution and genuineness  of  any  such
document and on the purported genuineness of any signature thereon.  If  at  any
time  during  such  review  or  thereafter the Custodian  finds  a  document  or
documents  to  be  missing  or defective in any material  respect  (a  "Material
Defect"),  the  Custodian  shall promptly notify the  Issuer  of  such  Material
Defect,  whereupon the Issuer shall have a period of 180 days within which  time
to  correct or cure any such defect; provided, however, that (i) if such  defect
relates  solely to the inability of the Issuer to deliver the original  Mortgage
or  intervening assignments thereof because the originals of such documents have
not been returned by the applicable jurisdiction, the Issuer shall have a period
of  two years within which to correct or cure such defect, but the Issuer  shall
nonetheless  deliver  such  original documents to the  Custodian  promptly  upon
receipt  if received within such period, and (ii) if the applicable jurisdiction
retains  the  original recorded Mortgage, assignment of Mortgage or  intervening
assignments of Mortgage (as evidenced by a certification from the Issuer to such
effect),  or  if  the original is not otherwise available, the Issuer  shall  be
permitted  to  deliver  a  photocopy of such documents  containing  an  original
certification   by  the  judicial  or  other  governmental  authority   of   the
jurisdiction  where  the Mortgage was recorded.  During  the  applicable  period
within  which the Issuer is permitted to correct or cure any Material Defect  as
set  forth  above,  the related Mortgage Note shall continue  to  constitute  an
Eligible Mortgage Note for all purposes of this Indenture.  If such period shall
expire  without  the  Issuer having corrected or cured  such  defect,  then  the
related Mortgage Note shall no longer be an Eligible Mortgage Note hereunder.

                (b)   (i)  All Mortgage Notes pledged with the Trustee
          (and,  in  the case of Mortgage Notes for which the  related
          Mortgaged Property is located in the State of California  or
          Oregon,  the related Mortgages or certified copies  thereof)
          shall  be  delivered to the Trustee (or, if the Trustee  has
          appointed   a  Custodian  pursuant  to  Section  6.08,   the
          Custodian)  in accordance with the definition of  "delivery"
          in Section 1.01 hereof.
          
                          All  Mortgage Notes included in the  Pledged
          Property shall be accompanied by a certification (which  may
          be  in  the form of a Collateral Report of the Issuer)  that
          such  Mortgage Notes reflect the characteristics  listed  in
          the  definition  of Eligible Fixed-Rate Mortgage  Notes,  if
          they  are  Fixed-Rate Mortgage Notes, or the  definition  of
          Eligible   Adjustable-Rate  Mortgage  Notes,  if  they   are
          Adjustable-Rate  Mortgage  Notes  and  constitute,  in   the
          aggregate  (together with any other Eligible Mortgage  Notes
          then  subject  to  the  Lien  of this  Indenture),  Eligible
          Mortgage Notes.
          
                     (ii)  In the event that the Trustee shall receive
          notice from the Issuer or any Securityholder that the rating
          by   Fitch  or  Moody's  of  NationsBank,  N.A.'s  long-term
          deposits  has fallen below BBB or Baa2 or of its  short-term
          deposits  has fallen below F-2 or P-2, as the case  may  be,
          the Trustee shall promptly, or, if the Trustee has appointed
          a  Custodian pursuant to Section 6.08, promptly  direct  the
          Custodian  in  writing to, record or cause  to  be  recorded
          assignments of the Mortgages securing the Eligible  Mortgage
          Notes pledged to the Trustee.  The Issuer hereby constitutes
          and  appoints  the  Trustee and any such  Custodian  as  its
          attorney-in-fact, with full power of substitution,  to  make
          or cause to be made such recordings and to take, in the name
          and  on  behalf  of  the  Issuer, all actions  necessary  or
          advisable   in   the  Trustee's  or,  if   applicable,   the
          Custodian's  sole discretion to effectuate such  recordings,
          at  the  expense of the Issuer, including without limitation
          to  execute  or cause to be executed such documents  in  the
          name of the Issuer as shall be necessary or advisable in the
          Trustee's or, if applicable, the Custodian's sole discretion
          to effectuate such recordings.
          
                     (iii)      All  Government Securities  and  other
          securities  and  instruments delivered  to  the  Trustee  as
          Pledged Property pursuant to any provision of this Indenture
          shall  be  delivered in accordance with  the  definition  of
          "delivery"  in Section 1.01 hereof.  The Issuer agrees  that
          it  will,  promptly  following a  request  therefor  by  the
          Trustee,   execute   and  deliver   to   the   Trustee   any
          documentation reasonably requested to effect registration of
          Government  Securities and other securities in the  name  of
          the  Trustee,  or  to  establish evidence  of  the  security
          interest of the Trustee therein.
          
                     (iv)  The  Issuer shall deliver promptly  to  the
          Trustee  such other documents, certificates and opinions  as
          the  Trustee may reasonably request in connection  with  the
          subjection  of  any  Pledged  Property  (and  payments  with
          respect thereto to the extent provided in this Indenture) to
          the Lien of this Indenture.
          
          (c)  The fact that any Pledged Property is reassigned without recourse
shall  not  alter or impair the obligation of the Issuer, which is absolute  and
unconditional, to pay the principal of and interest on the Securities.

           (d)   If, as of any date, any Eligible Adjustable-Rate Mortgage Notes
which were included in the Discounted Value of the Eligible Collateral as of the
Latest Collateral Report shall be converted into Fixed-Rate Mortgage Notes,  the
Issuer  shall, on the next Regular Valuation Date, recharacterize such  Mortgage
Notes  as Fixed-Rate Mortgage Notes and the Collateral Report delivered  to  the
Trustee  pursuant  to Section 4.06 with respect to such Regular  Valuation  Date
shall be prepared treating such Mortgage Notes as Fixed-Rate Mortgage Notes.

                         SECTION  4.02.   Disposition  of  Payments  on  Pledged
                         Property.
                         
          The Trustee shall be entitled to receive all payments on or in respect
of  any  Pledged Property, other than payments received with respect to Eligible
Mortgage Notes which shall be received by the Issuer or the Servicer pursuant to
the  Servicing  Agreement; provided, however, that if an Event of Default  shall
have  occurred and be continuing, the Trustee shall be entitled to  receive  all
payments.   If the Issuer shall receive any payments (including prepayments  and
payments as a result of default) on or in respect of Pledged Property, it  shall
segregate such payments (net of any expenses of collection, sale or foreclosure)
from  the other property of the Issuer, and shall promptly after receipt of such
payments deliver them in the form received to the Servicer, in the case  of  any
such  payments related to Eligible Mortgage Notes prior to an Event of  Default,
or  to  the  Trustee,  in the case of any other such payments  relating  to  any
Pledged Property other than Eligible Mortgage Notes or such payments related  to
Eligible Mortgage Notes after an Event of Default.

                                 SECTION    4.03.    Consents,    Waivers    and
                         Modifications.
                         
           (a)  Unless and until an Event of Default shall have occurred and  be
continuing,  the  Issuer shall have, without the consent of any  Holder  or  the
Trustee,  the  exclusive right to service and administer  (directly  or  through
agents  selected by the Issuer (including the Servicer), in its sole discretion)
the Mortgage Notes and Mortgages included from time to time in Pledged Property,
and  except  for  the  power to cause the transfer, assignment,  disposition  or
delivery  thereof other than as provided for herein, shall have full  power  and
authority in respect of the Pledged Property, including, without limitation, the
right  to give consents or waivers upon and to make modifications in respect  of
all  Mortgage  Notes,  Mortgages,  Government Securities  and  other  securities
included  in  such  Pledged Property, and from time to time  upon  the  Issuer's
Request the Trustee forthwith shall make and deliver, or shall cause to be  made
and  delivered  to  the Issuer or to its nominees, powers of  attorney  to  give
consents or waivers in respect of any such Mortgage Notes, Mortgages, Government
Securities or other securities which have been transferred into the name  of  or
delivered  to  the Trustee or its nominees.  Without limiting the generality  of
the  foregoing provisions of this Section 4.03, unless and until any such  Event
of  Default  shall have occurred and be continuing, the Issuer  shall  have  the
right  to  consent to the sale or other transfer of any property of the obligor,
maker,  mortgagor  or  grantor (or any person who has  assumed  the  duties  and
obligations  of  such  obligor, maker, mortgagor  or  grantor)  under  any  such
Mortgage,  to  authorize any assumption of a Mortgage Note by any transferee  of
property  securing such Mortgage Note, to execute any release of such  property,
or  discharge  of  such obligor, mortgagor or grantor (and any  person  who  has
assumed  the  duties and obligations of such obligor, mortgagor or grantor),  to
effect appropriate recordation and, in its sole discretion, to determine whether
and  what,  if any, action should be taken in the event of a default under  such
Mortgage Note, Mortgage, Government Security or other security, and the  Trustee
shall  execute  any  release, consent or other documentation  requested  by  the
Issuer's  Request  to confirm any action taken by the Issuer  pursuant  to  this
Section 4.03 or enable such action to be taken by the Issuer; provided, however,
that the Issuer shall not transfer Mortgage Notes or the related Mortgages to  a
bona  fide  purchaser  for value without notice prior  to  notification  to  the
borrowers  of  the existence of the assignments to the Trustee of  the  Mortgage
Notes  or  due recordation of assignments to the Trustee of such Mortgages,  and
provided,  further, that the Issuer shall not discharge Mortgage  Notes  or  the
related  Mortgages prior to such notification or recordation, without,  in  each
case,  having  obtained the consent of the Trustee, which consent shall  not  be
unreasonably withheld.  Any Request by the Issuer under this Section 4.03  shall
be  accompanied  by an Officers' Certificate stating that the  action  taken  or
requested is authorized by this Indenture, that the execution of such release or
consent  is  appropriate to confirm such action, that no Event  of  Default  has
occurred and is continuing, and that following such action the Discounted  Value
of  the  Eligible Collateral will equal or exceed the Basic Maintenance  Amount.
Except as otherwise specifically provided in this Indenture, so long as no Event
of  Default  shall have occurred and be continuing, the Trustee  shall  have  no
duties  or  responsibilities with regard to any such  Mortgage,  Mortgage  Note,
Government  Security, or other security or instrument included  in  the  Pledged
Property assigned to them or the value of the property subject thereto.

           (b)   The  Issuer covenants that it will give consents, and  waivers,
make  modifications and supplements, and take other action with respect  to  any
Mortgage  Note,  Mortgage, Government Security, or other  security  included  in
Pledged  Property  only  (i)  except as otherwise  permitted  by  the  Servicing
Agreement, on a case by case basis in the ordinary course of its business and in
a  manner consistent with the treatment of securities and loans of the same type
in  the  investment  and  loan portfolios of NationsBank,  N.A.  (including  the
servicing, adjustment and refinancing of Mortgage Notes and Mortgages), or  (ii)
except as otherwise permitted by the Servicing Agreement, in a manner consistent
with  NationsBank, N.A.'s treatment of all loans and securities of the same type
in  its  loan  and  securities portfolios generally  if  such  consent,  waiver,
modification, supplement or other action is to be other than on a case  by  case
basis, and (iii) in a manner consistent with the provisions and purposes of this
Indenture.

                         SECTION  4.04.  Rights of Trustee and the Issuer  after
                         Event of Default.
                         
          Whenever in this Article Four it is provided that any right in respect
of  the Securities or of obligations or indebtedness forming part of the Pledged
Property  may  be exercised by the Issuer only until an Event of  Default  shall
have  occurred and be continuing, such right may, nevertheless, be exercised  by
the Issuer in case an Event of Default shall have occurred and be continuing  if
and to the extent that the Trustee shall in writing consent to such exercise  in
the specific instance, or more generally, in all instances, or otherwise on such
conditions as the Trustee may impose.

                         SECTION  4.05.   Delivery  of  Initial  Collateral  and
                         Reporting Requirements on Issuance of Securities.
                         
           On  or  before the date of the closing of the sale of the Securities,
which shall be March 18, 1997 (the "Closing Date") the Issuer shall deliver  and
pledge  to  the Trustee, in accordance with the provisions of Section 4.01,  the
Initial Collateral and shall deliver to the Trustee the following:

          (a)  a Collateral Report dated and containing information as of a date
not  more  than  three Business Days prior to the date of such delivery  (except
that such Collateral Report need not certify an amount of Securities Outstanding
but shall state that such amount is assumed to be $1,000,000,000);

           (b)   the Opinion of Counsel required pursuant to subsection  (a)  of
Section  4.01  which shall be dated such date of issuance and shall  also  state
that:

                     (i)   the  Securities have been duly  authorized,
          executed, authenticated, issued and delivered and constitute
          the  valid and legally binding obligations of the Issuer and
          when duly authenticated by or on behalf of the Trustee, will
          be  entitled  to  the benefits provided by  this  Indenture,
          subject,  as  to  enforcement  of  remedies,  to  applicable
          bankruptcy,    reorganization,    insolvency,    moratorium,
          fraudulent  conveyance or other similar laws  affecting  the
          rights  of  creditors  now or hereafter  in  effect  and  to
          equitable  principles that may limit the right  to  specific
          enforcement  or remedies, and further subject to  12  U.S.C.
          1818(b)(6)(D) and similar bank regulatory powers and to  the
          application of principles of public policy;
          
                     (ii)  the issuance and sale of the Securities  by
          the  Issuer, the compliance by the Issuer with  all  of  the
          provisions  of  the  Securities and this Indenture  and  the
          consummation  of  the transactions herein contemplated  will
          not,  to the best of such counsel's knowledge, conflict with
          or  result in a breach of any of the terms or provisions of,
          or constitute a default under, any indenture, mortgage, deed
          of  trust,  loan agreement or other agreement or  instrument
          known  to such counsel to which the Issuer is a party or  by
          which the Issuer is bound or to which any of the property or
          assets  of the Issuer is subject, which conflict, breach  or
          default would be materially adverse to the Issuer, nor  will
          such action result in any violation of the provisions of the
          declaration  of trust or by-laws of the Issuer,  or  to  the
          best  of such counsel's knowledge, any statute or any order,
          rule  or  regulation of any court or governmental agency  or
          body  having  jurisdiction over the Issuer  or  any  of  its
          properties;
          
                    (iii)     except for consents, permits and similar
          authorizations  required  under  the  blue  sky   or   state
          securities  laws of various jurisdictions, as  to  which  no
          opinion  is  expressed, and except also for  such  consents,
          permits and similar authorizations as have been obtained, no
          consent,  approval,  authorization, order,  registration  or
          qualification of or with any court or governmental agency or
          body  of  the  United  States of America  or  any  political
          subdivision  of the Federal government of the United  States
          of  America  is required for the issuance and  sale  of  the
          Securities  or  the  consummation of the other  transactions
          contemplated by this Indenture; and
          
                     (iv)  in  the opinion of the Person  giving  such
          opinion  that the conditions precedent to the authentication
          and  delivery  of  the  Securities  as  set  forth  in  this
          Indenture have been complied with;
          
          (c)  an Officers' Certificate stating that the conditions precedent to
the authentication and delivery of the Securities as set forth in this Indenture
have been complied with; and

           (d)  an Accountants' Letter verifying the Collateral Report delivered
pursuant to Section 4.05(a).

          SECTION 4.06.  Collateral Reports.

           On  or  before  the second Business Day after each Regular  Valuation
Date,  the  Trustee shall deliver to the Issuer a Collateral Report,  dated  and
containing  information  as of the Determination Date relating  to  the  Regular
Valuation  Date  to  which  such Collateral Report relates.   In  preparing  any
Collateral Report, the Trustee shall be entitled to rely on information received
from  the  Servicer without any independent investigation.  Commencing with  the
Collateral Report delivered by the Trustee in connection with the April 7,  1997
Regular  Valuation  Date  and  on  a  quarterly  basis  thereafter,  a  firm  of
Independent Accountants selected by the Issuer shall select at random one of the
Collateral Reports delivered by the Trustee during the three-month period  ended
on the last day of the preceding month and deliver an Accountants' Letter to the
Trustee  and  the  Issuer with respect to such Collateral Report  and  the  most
recent  Collateral  Report  prepared by  the  Trustee.   If  any  letter  of  an
Accountant delivered to the Trustee pursuant to this Section 4.06 shows that  an
error   was   made  in  the  related  Collateral  Report,  the  calculation   or
determination made by such Accountant shall be final and conclusive and shall be
binding on the Issuer and the Trustee.

           A  copy  of each Collateral Report and Accountants' Letter  delivered
pursuant to this Section 4.06 shall be delivered concurrently by the Trustee  to
Fitch and to Moody's, but without any liability or responsibility of the Trustee
for any failure to do so.

          SECTION 4.07.  Maintenance of Eligible Collateral.

           (a)   In the event that any Collateral Report delivered to the Issuer
pursuant  to  Section  4.06 shows that, as of the date  reported  upon  in  such
Collateral Report, the Discounted Value of Eligible Collateral is less than  the
Basic  Maintenance Amount, then, subject to Section 4.07(c), the Issuer, by  the
Cure Date,

           (i)   shall  deliver  to the Trustee sufficient  additional  Eligible
Collateral, and/or

          (ii) shall substitute sufficient Eligible Collateral, and/or

          (iii)     shall repurchase and deliver to the Trustee for cancellation
sufficient Outstanding Securities,

so  that,  immediately  after  such delivery of additional  Eligible  Collateral
and/or  such  substitution  of Eligible Collateral and/or  such  repurchase  and
cancellation  of  Outstanding  Securities,  the  Discounted  Value  of  Eligible
Collateral  included in the Pledged Property (determined, at the option  of  the
Issuer,  either as of the Regular Valuation Date on which the Basic  Maintenance
Amount  was  not  met  (the "Prior Valuation Date") or as of  a  later  date  of
valuation,  but no later than the Cure Date (any such date, the "Cure  Valuation
Date"))  shall be at least equal to the Basic Maintenance Amount as of the  date
on  which  such  calculation is being made (as adjusted to give  effect  to  the
addition  or  substitution  of  Eligible Collateral  and/or  the  repurchase  of
Securities by the Issuer or an Affiliate).

          (b)  Compliance with Section 4.07(a) shall be evidenced by delivery of
a  Collateral  Report to the Issuer which shall be dated as of a date  no  later
than  the  Cure  Date and shall contain information as of the date  provided  in
Section 4.07(a) and an Accountants' Letter verifying such Collateral Report.

           (c)  In the event that the Issuer is unable by the Cure Date to cause
the  Discounted Value of Eligible Collateral to be at least equal to  the  Basic
Maintenance Amount by taking the actions provided in Section 4.07(a), the Issuer
shall, no later than 30 days after the Cure Date, redeem Outstanding Securities,
subject  to  and  in accordance with Article Eleven of this Indenture,  so  that
immediately after the Redemption Date for such redemption, the Discounted  Value
of  Eligible Collateral included in the Pledged Property (determined as  of  the
Regular  Valuation Date or Cure Valuation Date (whichever is later)  immediately
preceding  the  date on which the Trustee gives written notice of redemption  to
the  Holders) shall be at least equal to the Basic Maintenance Amount as of  the
date on which such calculation is being made (as adjusted to give effect to  any
addition  of  Eligible Collateral and/or substitution of Eligible Collateral  or
repurchase of Outstanding Securities and such redemption).

          (d)  Compliance with Section 4.07(c) shall be evidenced by delivery to
the Issuer of the Collateral Report described in Section 11.01(b).

          (e)  The Issuer shall not be required to comply with the provisions of
Section  4.08  in  order  to add or substitute Eligible Collateral  pursuant  to
Section 4.07(a) or Section 4.07(c) if the addition or substitution is concurrent
with the delivery of evidence of compliance with Section 4.07(a) or with Section
4.07(c),  as  the  case  may  be, and, in the case of substitution,  the  Issuer
delivers  to  the Trustee a list identifying the Collateral to be released  from
the Lien of this Indenture.  Upon delivery of the Collateral Report referred  to
in Section 4.07(b) evidencing compliance with Section 4.07(a) or delivery of the
Collateral  Report  referred  to in Section 4.07(d) evidencing  compliance  with
Section  4.07(c)  and the list identifying the Collateral to  be  released,  the
Trustee  shall deliver to the Issuer the Collateral to be released in  a  manner
similar to the manner in which such Collateral was delivered to the Trustee.

           (f)   The  Issuer shall be required to comply with the provisions  of
Section  4.01 to add or substitute Eligible Collateral pursuant to this  Section
4.07.

                         SECTION  4.08.   Withdrawal of  Collateral  Subject  to
                         Maintenance Requirements.
                         
           (a)  The Trustee shall promptly release, reassign and deliver to  the
Issuer the Eligible Collateral referred to  in clause (ii) of  this sentence  in
a  manner  similar  to  the manner in which the Issuer delivered  such  Eligible
Collateral  to  the  Trustee  upon  receipt  of  (i)  an  Officers'  Certificate
substantially in the form set forth in Part A of Exhibit D, (ii) a detailed list
of  the  Eligible Collateral to be withdrawn and (iii) a detailed  list  of  the
additional  Eligible  Collateral, if any, to be  substituted  for  the  Eligible
Collateral to be withdrawn.  If, however, the certification in Part A of Exhibit
D  cannot  be  made  because  (A) the Discounted Value  of  Eligible  Collateral
included  in  the  Pledged  Property held by the Trustee  shown  in  the  Latest
Collateral  Report  plus the sum of (B) the Discounted Value of  the  additional
Eligible  Collateral, if any, delivered for substitution (determined as  of  the
date  of  the  Collateral  Report)  and (C) the  Discounted  Value  of  Eligible
Collateral added pursuant to this Section 4.08(a) subsequent to the date of  the
Latest  Collateral  Report (determined as of the date of the  Latest  Collateral
Report) reduced by an amount equal to the sum of (x) the Discounted Value of the
Eligible Collateral requested to be withdrawn (determined as of the date of  the
Latest  Collateral Report), and (y) the Discounted Value of Eligible  Collateral
withdrawn pursuant to this Section 4.08(a), subsequent to the date of the Latest
Collateral  Report (determined as of the date of the Latest Collateral  Report),
is  less  than  the  Basic  Maintenance Amount as of  the  date  of  the  Latest
Collateral  Report,  then no such release, reassignment,  delivery  or  transfer
shall be made unless:

                  (i)    the  Issuer  shall  deliver  to  the  Trustee
          additional  Eligible  Collateral, if,  and  to  the  extent,
          required  to  permit (A) the delivery by the Issuer  of  the
          Officers'  Certificate referred to in clause (ii) below  and
          (B)  the  delivery  by the Trustee of the Collateral  Report
          referred to in clause (iii) below;
          
                 (ii)    the  Issuer shall deliver to the  Trustee  an
          Officers' Certificate in the form of Part B to Exhibit D  to
          this  Indenture, dated and containing information as of  the
          date of delivery thereof;
          
                (iii)    the  Trustee shall deliver to  the  Issuer  a
          Collateral  Report,  which Collateral Report  shall  exclude
          such  Eligible  Collateral proposed  to  be  withdrawn,  and
          include  any Eligible Collateral to be substituted therefor,
          and  shall  show  that  the  Discounted  Value  of  Eligible
          Collateral included in the Pledged Property on the  date  of
          such Collateral Report (determined as of a date of valuation
          no  more than three Business Days prior to the date of  such
          Collateral   Report)  is  at  least  equal  to   the   Basic
          Maintenance  Amount  as  calculated  in  Part  A   of   such
          Collateral Report.
          
           (b)   The additional Eligible Collateral pledged pursuant to  Section
4.08(a) shall be pledged in accordance with the provisions of Section 4.01.   If
the  additional  Eligible Collateral to be substituted for  Eligible  Collateral
which  is  being  withdrawn pursuant to Section 4.08(a) is (i)  Mortgage  Notes,
unless  such Mortgage Notes are being substituted for Mortgage Notes  having  an
identical Discounted Value, or (ii) Eligible Collateral of a type which has  not
been  valued in the Latest Collateral Report, such substitution may be made only
upon presentation of a Collateral Report, as described in Section 4.08(a)(i)(B).

           (c)  Upon receipt of (i) a Request from the Issuer in the form of  an
Officers'  Certificate  substantially in  the  form  of  Part  C  of  Exhibit  D
requesting  withdrawal  of Pledged Property which did  not  constitute  Eligible
Collateral  and  was  not  included in the computation of  Discounted  Value  of
Eligible  Collateral  set forth in the Latest Collateral  Report,  (ii)  a  list
identifying  such  Pledged  Property to be withdrawn pursuant  to  this  Section
4.08(c)  and  (iii) a certification in such Officers' Certificate that  (A)  the
Discounted Value of Eligible Collateral included in Pledged Property held by the
Trustee  as of the date of the Latest Collateral Report was equal to or exceeded
the  Basic  Maintenance  Amount,  (B)  the  Discounted  Value  of  the  Eligible
Collateral,  after  giving  effect  to any withdrawals  from  and  additions  to
Eligible  Collateral  during the period from the date of the  Latest  Collateral
Report  to  the  date of the requested withdrawal equals or  exceeds  the  Basic
Maintenance Amount and (C) no Event of Default has occurred which is continuing,
the Trustee shall promptly release, reassign and redeliver such Pledged Property
(and   any   Mortgages  serving  as  security  therefor  and  the   instruments,
documentation  and  other related property referred to in the Granting  Clauses)
specified in said Officers' Certificate to the Issuer.

           (d)  Upon any withdrawal permitted pursuant to this Section 4.08, the
Trustee shall execute and deliver such instruments of transfer or assignment  as
the Issuer shall reasonably request to vest in it any Pledged Property withdrawn
pursuant  hereto in a manner similar to the manner in which the Issuer delivered
such Pledged Property to the Trustee.

           (e)  Any withdrawal of Pledged Property pursuant to this Section 4.08
shall  be  made  in  compliance with the TIA, including without  limitation  the
provision  of a certificate of fair value in connection with such withdrawal  in
accordance with Section 314(d) of the TIA.

           (f)   Notwithstanding anything in this Section 4.08 to the  contrary,
(i) no Cash shall be released from the Collection Account except pursuant to the
Servicing  Agreement and (ii) while an Event of Default shall have occurred  and
be  continuing,  the Issuer may not make any withdrawal or substitution  of  any
Pledged Property.

          SECTION 4.09.  Additions to Eligible Collateral.

           The  Issuer  may from time to time deliver to the Trustee  additional
Eligible Collateral for inclusion in the Collateral, by pledging such Collateral
with  the Trustee pursuant to the provisions of Section 4.01 hereof.  The Issuer
shall  not  be required to deliver to the Trustee a Collateral Report upon  such
delivery; but any such additional Eligible Collateral must be accompanied  by  a
list  thereof and a designation of such property as Eligible Collateral  and  an
Opinion  of Counsel in the form of Exhibit C, and shall be included in the  next
Collateral Report delivered by the Trustee which values the Eligible Collateral.

           SECTION  4.10.   Sales of Securities Reacquired  by  the  Issuer  and
Affiliates.

           (a)   Prior  to  the sale or pledge by the Issuer  or  any  Affiliate
thereof  (other than NCMI) of any Security owned by the Issuer or such Affiliate
and  the  registration of transfer thereof by the Trustee  pursuant  to  Section
2.08:

                  (i)    the  Issuer  shall  deliver  to  the  Trustee
          additional  Eligible Collateral which shall  be  pledged  in
          accordance  with  Section  4.01,  if,  and  to  the  extent,
          required  to  permit the delivery of the  Collateral  Report
          referred to in clause (ii) below; and/or
          
                 (ii)    the  Trustee shall deliver to  the  Issuer  a
          Collateral Report dated and containing information as  of  a
          date  no  more  than five days prior to  the  date  of  such
          proposed sale or pledge, which Collateral Report shall  show
          that  if  the  Securities  being  sold  were  deemed  to  be
          Outstanding  as of the date of such Collateral  Report,  the
          Discounted  Value  of  Eligible  Collateral,  including  any
          additional Eligible Collateral referred to in clause (i)  of
          this  Section  4.10(a), (determined, at the  option  of  the
          Issuer,  using  Market Values as set  forth  in  the  Latest
          Collateral Report, or as of any date subsequent to the  date
          thereof,  and  on  or prior to the date of  such  Collateral
          Report)  included in the Pledged Property as  of  such  date
          would   nevertheless  be  at  least  equal  to   the   Basic
          Maintenance  Amount  as  calculated  in  Part  A   of   such
          Collateral Report.
          
           (b)  In the event that a sale or pledge of any Security owned by  the
Issuer or any Affiliate thereof (other than NCMI) is to be effected between  the
date  on  which  Deposit  Securities are required to be  deposited  pursuant  to
Section  10.03  and  the related due date of principal of  or  interest  on  the
Securities,  the  Issuer  shall  deposit with  the  Trustee  Deposit  Securities
sufficient  to  meet  the Issuer's obligations pursuant to  Section  10.03  with
respect  to  the  Securities being sold, such deposit to be  accompanied  by  an
Officers' Certificate Regarding Deposit Securities substantially in the form  of
Exhibit G-1 and an Opinion of Counsel in the form of Exhibit C.

           (c)   Notwithstanding anything in this Section 4.10 to the  contrary,
while  an  Event  of Default shall have occurred and be continuing,  the  Issuer
shall not sell any Security.

          SECTION 4.11.  Investment Company Act Limitation.

           Notwithstanding any other provision of this Indenture,  in  no  event
will the Issuer acquire or hold assets, conduct its business, or pledge, add to,
withdraw  from  or  substitute Pledged Property, in a manner so  as  to  require
registration under the Investment Company Act of 1940, as amended.

          SECTION 4.12.  New Eligible Collateral.

           (a)   The characteristics of, and the percentage or other limitations
on the permissible amounts of, Mortgage Notes and Mortgages required in order to
make  such  Mortgage  Notes and Mortgages Eligible Mortgage Notes  and  Eligible
Mortgages,  the characteristics of certificates issued by FHLMC,  FNMA  or  GNMA
required   in   order  to  make  such  certificates  FHLMC  Certificates,   FNMA
Certificates and GNMA Certificates (other than the single-class nature thereof),
and  the  characteristics of securities issued by the United  States  government
required  in  order to make such securities Government Securities, the  Discount
Factors  applicable  to such securities or instruments, and  the  definition  of
"Basic  Maintenance Amount" have been determined by reference to the  collateral
characteristics and percentage or other limitations and Discount Factors and the
definition of "Basic Maintenance Amount" which, among other considerations,  are
necessary to obtain with respect to the Securities at the time of their  initial
issuance  the highest available rating from Fitch and Moody's.  It is  expressly
hereby  agreed  by the Issuer and the Trustee that the definitions  of  Eligible
Mortgage  Notes  and Eligible Mortgages shall be, and shall  be  deemed  to  be,
amended  to  include  within  such respective definitions,  Mortgage  Notes  and
Mortgages   with  different  characteristics  and  the  definitions   of   FHLMC
Certificate, FNMA Certificate and GNMA Certificate shall be, and shall be deemed
to  be, amended to include within such respective definitions certificates  with
different characteristics, and the definition of Government Securities shall be,
and  shall be deemed to be, amended to include within such definition securities
issued  by the United States government with different characteristics (referred
to  in  this  Indenture as "New Eligible Collateral"), and all such  definitions
shall be deemed to be amended so as to increase any such percentage limitations,
or  to change any such other limitations, and the definition of Discount Factors
shall  be  and shall be deemed to be, amended to include within such  definition
reduced Discount Factors, and the definition of "Basic Maintenance Amount" shall
be, and shall be deemed to be, amended, if at the time of any such amendment the
inclusion in the Eligible Collateral of New Eligible Collateral, or of  Eligible
Collateral  having  such  amended percentage or  other  limitations  or  reduced
Discount Factors, or the use of such amended definition:

                  (i)    is  permitted  by  then  applicable  law  and
          regulations; and
          
                 (ii)   (A) is approved by and (B) will not impair, or
          cause the Securities to fail to retain, the ratings assigned
          to the Securities by Fitch and Moody's.
          
          (b)  Prior to the inclusion of any such New Eligible Collateral in the
Eligible  Collateral or the increase or change of any such percentage  or  other
limitation,  or the decrease of any such Discount Factor, or any such  amendment
of  the  definition of "Basic Maintenance Amount," the Issuer  and  the  Trustee
shall  enter into an indenture supplemental hereto making appropriate  provision
for  the  inclusion and valuation of such New Eligible Collateral  or  for  such
increase or change in a percentage or other limitation, or such decrease of  any
Discount Factor, or such amendment and the Issuer shall deliver to the Trustee:

                  (i)    an Opinion of Counsel to the effect that such
          New  Eligible Collateral is permitted to be included in  the
          Eligible  Collateral, or that such increase or change  in  a
          percentage  or  other  limitation, or such  reduction  of  a
          Discount  Factor  or  such amendment is  permitted  by  then
          applicable law and regulation;
          
                 (ii)    an  Officers' Certificate  stating  that  the
          inclusion  of  such New Eligible Collateral in the  Eligible
          Collateral  or  such increase or change in a  percentage  or
          other  limitation or such reduction of a Discount Factor  or
          such   amendment   will  be  effected  in  compliance   with
          subsection (a)(ii) of this Section 4.12;
          
                (iii)   written confirmation from Fitch and Moody's as
          to  the matters with respect to such New Eligible Collateral
          or  such  increase  or  change  in  a  percentage  or  other
          limitation or such reduced Discount Factor or such amendment
          set forth in subsection (a)(ii) of this Section 4.12; and
          
                 (iv)    such additional confirmation, if any, as  the
          Trustee  may  require to determine that  such  New  Eligible
          Collateral or such increase or change, or such reduction, or
          such amendment will be in compliance with this Section 4.12.
          
           (c)  If any New Eligible Collateral shall be included in the Eligible
Collateral, or any such percentage or other limitation shall be so increased  or
changed,  or any Discount Factor shall be reduced, or the definition  of  "Basic
Maintenance  Amount"  shall  be  amended, the forms  of  Collateral  Report  and
Accountants' Letter as set forth in Exhibits B and I hereof, respectively, shall
be  expanded  and  modified by the Issuer in the manner and detail  required  to
enable  the  Accountants and the Trustee, subject to Section 6.01, to  determine
compliance with the provisions of this Indenture.

          SECTION 4.13   Servicing of Mortgage Notes

           (a)   On  or  before the Closing Date, an agreement relating  to  the
servicing  of  the portion of the Pledged Property consisting of Mortgage  Notes
shall  be  entered  into  between the Issuer and any Person,  which  may  be  an
Affiliate of the Issuer (the "Servicer"), which agreement shall be substantially
in  the form of Exhibit E hereto; provided, however, that no Person shall become
Servicer hereunder unless such Person is an Approved Servicer of Mortgage Notes.

           (b)   For  so  long  as  any Securities are Outstanding,  the  Issuer
covenants  and  agrees  that  it  shall  not  permit  the  amendment  or   other
modification  of the Servicing Agreement without the consent of the  Holders  of
not  less  than 51% in principal amount of the Securities Outstanding; provided,
however,  that the Servicing Agreement may be amended from time to time  by  the
Servicer and the Trustee without the consent of any of the Securityholders,  (i)
to  cure  any ambiguity or mistake, (ii) to correct or supplement any provisions
therein  which may be inconsistent with any other provisions herein or  therein,
(iii)  to  modify, eliminate or add to any of its provisions to such  extent  as
shall  be  necessary or helpful to comply or maintain compliance with applicable
law,  (iv) to conform to evolving industry standards regarding the servicing  of
residential mortgage loans generally, (v) to change the timing and/or nature  of
deposits  into the Collection Account, the Distribution Account or  the  Reserve
Fund,  provided that (a) such change shall not, as evidenced by  an  Opinion  of
Counsel,  adversely  affect  in  any  material  respect  the  interests  of  any
Securityholder  and (b) such change shall not adversely affect the  then-current
rating  of the Securities as evidenced by written confirmation from each  Rating
Agency  to  such  effect and (vi) to make any other provisions with  respect  to
matters  or questions arising under the Servicing Agreement which shall  not  be
materially  inconsistent  with the provisions of this Agreement,  provided  that
such  action shall not, as evidenced by an Opinion of Counsel, adversely  affect
in any material respect the interests of any Securityholder.

          (c)  For so long as any Securities are Outstanding, each of the Issuer
and  the  Trustee covenant and agree to enforce the Servicing Agreement for  the
benefit of Securityholders.

                                  ARTICLE FIVE
                                        
                              REMEDIES UPON DEFAULT
                                        
          SECTION 5.01.  Events of Default.

           "Event  of Default" means each one of the events specified below  (in
each  case irrespective of the reasons for such Event of Default and whether  it
shall  be  voluntary  or  involuntary or be effected by  operation  of  law,  or
pursuant  to  judgment,  decree or order of any court  or  any  order,  rule  or
regulation of any administrative or governmental body):

           (a)   failure  by  the Issuer to deliver Deposit  Securities  to  the
Trustee  or  to  make  other arrangements that will not  impair,  or  cause  the
Securities  to  fail to retain, the ratings assigned to the Securities  by  each
Rating  Agency  to provide for the payment of the principal of  the  Securities,
when  such  principal becomes due and payable at Stated Maturity, in the  manner
required by Section 10.03;

           (b)  default in the payment of any interest on the Securities by  the
Issuer  when  such  interest becomes due and payable, whether  on  any  Interest
Payment  Date, the Stated Maturity, or any Redemption Date, or upon acceleration
of  the  principal  of  the Securities, or otherwise, and continuation  of  such
default for a period of five days;

           (c)  default in the payment of the principal of the Securities by the
Issuer  when such principal becomes due and payable, whether at Stated Maturity,
on any Redemption Date, by declaration of acceleration or otherwise;

           (d)   material breach or inaccuracy of any representation or warranty
of  the Issuer hereunder or in any Officers' Certificate and continuance of such
default  for a period of 30 days after notice thereof, which notice shall  state
that it is a notice of default hereunder, to the Issuer by the Trustee or to the
Issuer and the Trustee by the Holders of at least 10% in principal amount of the
Securities Outstanding;

           (e)   material default in the performance or observance by the Issuer
of  any other covenant or condition to be performed or observed by the Issuer in
this  Indenture and continuance of such default for a period of  30  days  after
notice  thereof,  which  notice shall state that it  is  a  notice  of   default
hereunder, to the Issuer by the Trustee or to the Issuer and the Trustee by  the
Holders of at least 10% in principal amount of the Securities Outstanding;

           (f)  the entry of a decree or order by a court having jurisdiction in
the  premises  adjudging  the Issuer a bankrupt or insolvent,  or  approving  as
properly  filed  a petition seeking reorganization, arrangement,  adjustment  or
composition  of or in respect of the Issuer under any bankruptcy, insolvency  or
other  applicable law, or appointing a receiver, liquidator, assignee,  trustee,
conservator, sequestrator (or other similar official) of the Issuer  or  of  any
substantial  part  of  the  Issuer's property, or ordering  the  winding  up  or
liquidation of the Issuer's affairs, and the continuance of any such  decree  or
order unstayed and in effect for a period of 60 consecutive days; or

           (g)  the institution by the Issuer of proceedings to be adjudicated a
bankrupt  or insolvent, or the Issuer's consent to the institution of bankruptcy
or  insolvency proceedings against it, or the filing by the Issuer of a petition
or  answer  or  consent seeking reorganization or relief under  any  bankruptcy,
insolvency  or other applicable law, or the consent by the Issuer to the  filing
of  any such petition or to the appointment of a receiver, liquidator, assignee,
trustee, conservator, sequestrator (or other similar official) of the Issuer  or
of any substantial part of the Issuer's property, or the making by the Issuer of
an  assignment for the benefit of creditors, or the admission by the  Issuer  in
writing of its inability to pay its debts generally as they become due,  or  the
taking of corporate action by the Issuer in furtherance of any such action.

                         SECTION 5.02.  Acceleration of Maturity; Rescission and
                         Annulment.
                         
           If an Event of Default described in clause (a), (b) or (c) of Section
5.01  occurs,  the entire principal amount of the Securities shall automatically
become  due and payable immediately and the Trustee shall demand payment thereof
within  two  Business  Days  after it has knowledge of  such  Event  of  Default
pursuant  to  Section 6.01(e).  If an Event of Default described in clause  (d),
(e), (f) or (g) of Section 5.01 occurs and is continuing, then and in every such
case,  unless the principal of the Securities shall have already become due  and
payable, the Trustee or the Holders of not less than 25% in principal amount  of
the  Securities  Outstanding  may declare the entire  principal  amount  of  the
Securities  to  be due and payable immediately, by a notice in  writing  to  the
Issuer  (and  to  the  Trustee  if given by the  Holders),  and  upon  any  such
declaration such principal shall become immediately due and payable.

           At  any  time after acceleration and before a judgment or decree  for
payment of the money due has been obtained by the Trustee as hereinafter in this
Article  Five provided, such acceleration and its consequences may be  rescinded
and  annulled (i) by written notice to the Issuer and the Trustee given  by  the
Holders  of  66-2/3%  (notwithstanding and excluding any provision  of  the  TIA
permitting   a  lesser  percentage)  in  principal  amount  of  the   Securities
Outstanding,  or (ii) by written notice to the Issuer given by the  Trustee,  if
declaration of such acceleration has not been made by the Holders of Securities,
if in either of the foregoing cases:

                          (1)   The Issuer has paid or deposited  with
          the Trustee a sum sufficient to pay
          
                               (A)  all overdue interest (through  the
          date of payment thereof) on all Securities Outstanding,
          
                               (B)   the  principal of any  Securities
          Outstanding   which have become due otherwise than  by  such
          acceleration and interest thereon at the rate borne  by  the
          Securities,
          
                               (C)  to the extent that payment of such
          interest  is lawful, interest upon overdue interest  at  the
          rate  borne  by the Securities from the  date  such  overdue
          interest was due to the date of payment thereof, and
          
                               (D)   all sums paid or advanced by  the
          Trustee hereunder and the reasonable compensation, expenses,
          disbursements and advances of the Trustee and its agents and
          counsel; and
          
                          (2)   all Events of Default, other than  the
          non-payment  of the principal of and interest on  Securities
          which have become due solely by reason of such acceleration,
          shall  have  been  cured  or  waived  as  provided  in  this
          Indenture.
          
No  such  rescission or annulment shall affect any subsequent default or  impair
any right consequent thereon.

          SECTION 5.03.  Trustee's Power in Regard to Pledged Property.

           (a)  If an Event of Default shall have occurred, then, subject to the
provisions  of  subsection (b) of this Section and Sections 5.07 and  6.01,  the
Trustee,  by  such  officer  or agent as it may appoint,  may,  subject  to  the
provisions of applicable law, take one or more of the following actions:

                  (i)    sell, to the extent permitted by law, without
          recourse,  for  cash or credit, or for other  property,  for
          immediate  or future delivery, and for such price or  prices
          and  on  such  terms  as the Trustee in its  discretion  may
          determine, the Pledged Property;
          
                 (ii)    proceed   by  one or more suits,  actions  or
          proceedings  at  law or in equity or otherwise,  or  by  any
          other  appropriate remedy, to enjoin any sale or disposition
          of  Collateral by the Issuer or any Person claiming under or
          by  assignment from the Issuer or otherwise, or  to  enforce
          payment of the Securities or the Collateral or to realize on
          any collateral security for such Collateral, or to foreclose
          under  this  Indenture  or to sell the  Collateral  under  a
          judgment  or  decree  of  a court  or  courts  of  competent
          jurisdiction,  or  by  the enforcement  of  any  such  other
          appropriate legal or equitable remedy as the Trustee,  being
          advised  by  counsel, shall deem effectual  to  protect  and
          enforce any of its rights or powers or any of the rights  or
          powers of the Holders of the Securities;
          
                (iii)    register  in  the name  of  the  Trustee,  in
          accordance with applicable regulations of the United  States
          government,  rules  of  GNMA,  FNMA  and  FHLMC  and   other
          applicable laws or procedures, or file or record in the name
          of  the Trustee any assignments to the Trustee of, any  GNMA
          Certificates,   FNMA   Certificates,   FHLMC   Certificates,
          Government  Securities and Mortgage Notes  included  in  the
          Collateral  and  not previously so registered  or  recorded;
          file or record in the name of the Trustee any assignments of
          the  Mortgages securing the Eligible Mortgage Notes included
          in the Pledged Property not previously recorded (and in such
          event  file  all required notices thereof with the  FHA  and
          VA), notify the mortgagors or trustors under such Mortgages,
          and  the  servicing companies servicing such  Mortgages,  if
          any,  of the Trustee's interest, and direct all such persons
          to  make payments directly to the Trustee under the Mortgage
          Notes  secured by  such  Mortgages,  transfer into its  name
          all  other  Collateral pledged to the Trustee,  require  all
          payments  on  and  proceeds of the  Collateral  to  be  paid
          directly to it and accept all payments on and other proceeds
          of  the Collateral, take collections and otherwise take  all
          actions  necessary and appropriate in the name and stead  of
          the  Issuer  in regard to the Collateral including,  without
          limitation, arranging for the delivery of title insurance or
          opinions  of  counsel as to title and any fire and  extended
          coverage  insurance  on the properties subject  to  Eligible
          Mortgages  included  therein (it being understood  that  the
          Trustee,  in the absence of an Event of Default, shall  have
          no  obligation to take any such action, and no liability for
          failure   to  take  any  such  action);  all  such  filings,
          recordings, and notifications shall be deemed to  have  been
          made  solely  to  facilitate the taking of  control  of  any
          proceeds  of  the  Collateral and  shall  not  constitute  a
          foreclosure  by the Trustee or the election  of  any  remedy
          limiting  the  right to recover unpaid indebtedness  on  the
          Securities  after any sale of the Collateral; and  for  that
          purpose  and if an Event of Default occurs, the  Trustee  is
          hereby irrevocably appointed the true and lawful attorney of
          the  Issuer having in particular and without limitation  the
          authority  to  endorse  its name on  all  checks  and  other
          instruments  representing proceeds of such  Collateral,  and
          the  Issuer hereby ratifies and confirms all that  its  said
          attorney,  or its substitute or substitutes, shall  lawfully
          do by virtue hereof; or
          
                 (iv)   otherwise exercise, in general, all rights and
          remedies  of  a  secured party under the Uniform  Commercial
          Code  as  enacted in the State or States where  the  Pledged
          Property is located.
          
          (b)  Notwithstanding the otherwise optional nature of Section 5.03(a),
if  an  Event  of  Default shall have occurred, subject  to  the  provisions  of
Sections  5.07 and 6.01, the Trustee shall take such action as may be  necessary
to  (in  accordance  with applicable laws and regulations)   register,  file  or
record in the name of the Trustee the assignments of the Mortgages securing  the
Eligible Mortgage Notes included in the Collateral if such assignments have  not
previously been so recorded.

           (c)   If  an Event of Default shall have occurred and the payment  of
principal  of  the  Securities shall have been accelerated pursuant  to  Section
5.02,  subject to the provisions of Section 5.03(a) and Sections 5.07 and  6.01,
the Trustee, by such officer or agent as it may appoint, shall  exercise such of
its rights, powers and remedies under this Indenture as it may in its discretion
deem  most  effectual to enter into contractual commitments to sell or  complete
the sale of the Pledged Property  by such means as the Trustee in its discretion
deems most effective, and to pay to the Holders, out of the Pledged Property and
any net proceeds thereof, all amounts due in respect of the Securities within 15
days  (or, if Mortgage Collateral is included in the Eligible Collateral, within
30  days)  after the date on which payment of principal of the Securities  shall
have  been  accelerated in consequence of an Event of Default  having  occurred.
Notwithstanding the foregoing, any action taken by the Trustee shall not, in the
judgment  of  the Trustee, be adverse to the best interests of the Holders,  and
also  the various time periods set forth in this Section 5.03(c) may be exceeded
in  the  event  that (A) trading in securities generally on the  American  Stock
Exchange  or  the New York Stock Exchange shall have been suspended  or  minimum
prices  shall  have been established on either such exchange, or (B)  a  banking
moratorium  shall have been declared either by Federal or New York  authorities,
or  (C)  there  shall  have  occurred any outbreak  or  material  escalation  of
hostilities  or  other calamity or crisis the effect of which on  the  financial
markets of the United States of America is such as to make it, in  the  judgment
of the Trustee, impracticable to sell or otherwise dispose of all or any portion
of the Pledged Property.

          SECTION 5.04.  Incidents of Sale of Pledged Property.

           Upon  any sale of all or any part of the Pledged Property made either
under  the power of sale given under this Indenture or under judgment or  decree
in  any judicial proceedings for foreclosure or otherwise for the enforcement of
this Indenture, the following shall be applicable:

                     (1)   the Trustee is hereby irrevocably appointed
          the true and lawful  attorney of the Issuer, in its name and
          stead,  to  make  all necessary deeds,  bills  of  sale  and
          instruments  of  assignment, transfer or conveyance  of  the
          Pledged Property thus sold; and for that purpose the Trustee
          may  execute  all  such documents and  instruments  and  may
          substitute  one  or more Persons with like  power;  and  the
          Issuer  hereby  ratifies  and confirms  all  that  its  said
          attorney, or such substitute or substitutes, shall  lawfully
          do by virtue hereof;
          
                     (2)   if  so requested by the Trustee or  by  any
          purchaser, the Issuer shall ratify and confirm any such sale
          or  transfer, without recourse, by executing and  delivering
          to the Trustee or to such purchaser or purchasers all proper
          deeds, bills of sale, instruments of assignment, conveyances
          or  transfers and releases as may be designated  in any such
          request;
          
                    (3)  the Trustee or the Holder of any Security may
          bid  for and purchase any of the Pledged Property and,  upon
          compliance with the terms of sale, may hold, retain, possess
          and  dispose of such Pledged Property in his or her  or  its
          own absolute right without further accountability;
          
                     (4)  the receipt of the Trustee or of the officer
          making  such  sale  under judicial proceedings  shall  be  a
          sufficient  discharge  to  any  purchaser  for  his  or  her
          purchase  money, and, after paying such purchase  money  and
          receiving  such  receipt,  such  purchaser  or  his  or  her
          personal representatives or assigns shall not be obliged  to
          see  to the application of such purchase money, or be in any
          way    answerable   for   any   loss,   misapplication    or
          non-application thereof;
          
                     (5)   any  such sale shall operate to divest  the
          Issuer  of  all  right, title, interest,  claim  and  demand
          whatsoever, either at law or in equity or otherwise, in  and
          to the Pledged Property so sold and shall be a perpetual bar
          both  at  law and in equity or otherwise against the Issuer,
          and  its  successors and  assigns, and any and  all  persons
          claiming or who may claim the Pledged Property sold  or  any
          part  thereof  from, through or under the  Issuer,  and  its
          successors and assigns;
          
                     (6)  the principal of and accrued interest on the
          Securities, if not previously due, shall immediately  become
          and be due and payable; and
          
                     (7)  any moneys collected by the Trustee upon any
          sale  made either under the power of sale  given   by   this
          Indenture  or  under judgment or decree in any judicial  pro
          ceedings for foreclosure or otherwise for the enforcement of
          this Indenture shall be applied as provided in Section 5.10.
          
          SECTION 5.05.  Judicial Proceedings.

           (a)   If an Event of Default shall have occurred, the Trustee in  its
own name, and as trustee of an express trust, shall be entitled and empowered to
institute  any suits, actions or proceedings at law, in equity or  otherwise  to
recover  judgment against the Issuer on the Securities for the whole amount  due
and  paid, and may prosecute any such claim or proceeding to judgment  or  final
decree, and may enforce any such judgment or final decree against the Issuer and
collect  the moneys adjudged or decreed to be payable in any manner provided  by
law,  whether before or after or during the pendency of any proceedings for  the
enforcement of the Lien of this Indenture, of any of the Trustee's rights  under
this  Indenture, or of any of the rights of the Holders of the Securities  under
this  Indenture, and such power of the Trustee shall not be affected by any sale
hereunder  or  by  the  exercise of any other right, power  or  remedy  for  the
enforcement  of the provisions of this Indenture or for the foreclosure  of  the
lien hereof.

           (b)  In the case of a sale of Pledged Property and of the application
of  the proceeds of such sale to the payment of the principal of and/or interest
on  the  Securities, the Trustee in its own name, and as trustee of  an  express
trust,  shall  be  entitled  and  empowered, by any  appropriate  means,  legal,
equitable  or otherwise, to enforce payment of, and to receive all amounts  then
remaining  due and unpaid upon, the Securities, for the benefit of  the  Trustee
and the Holders of the Securities.

           (c)   Except  as  required by applicable law or  the  terms  of  such
judgment  or  final decree, no recovery of any judgment or final decree  by  the
Trustee  or the Holder of any Security, and no levy of any execution  under  any
such  judgment  upon  any of the Pledged Property, or upon any  other  property,
shall in any manner or to any extent affect the Lien of this Indenture upon  any
of  the  Pledged Property, or any rights, powers or remedies of the Trustee,  or
any  liens, rights, powers or remedies of the Holders of the Securities, but all
such liens, rights, powers and remedies shall continue unimpaired as before.

           (d)   The Trustee in its own name, or as trustee of an express trust,
or  as attorney-in-fact for the Holders of the Securities, or in any one or more
of  such  capacities (irrespective of whether the principal  of  the  Securities
shall  then be due and payable as expressed in the Securities or by acceleration
thereof or otherwise and irrespective of whether the Trustee shall have made any
demand on the Issuer for the payment of overdue principal or interest), shall be
entitled and empowered, by intervention or otherwise, to file and prove a  claim
for  the  whole  amount  of  principal and interest  owing  in  respect  of  the
Securities  and  to file such other papers or documents as may be  necessary  or
advisable in order to have the claims of the Trustee and of the Holders  of  the
Securities  (whether such claims be based upon the provisions of the  Securities
or   of   this  Indenture)  allowed  in  any  equity  receivership,  insolvency,
bankruptcy,  liquidation, readjustment, reorganization  or  any  other  judicial
proceedings  relative to the Issuer, the creditors of the  Issuer,  the  Pledged
Property,  or  any  other  property of the Issuer and  any  receiver,  assignee,
trustee,  liquidator  or sequestrator (or other similar official)  in  any  such
judicial  proceeding is hereby authorized to make such payments to the  Trustee,
and  to pay to the Trustee any amount due to it for the reasonable compensation,
expenses,  disbursements and advances of the Trustee, its  agents  and  counsel;
provided,  however, that nothing contained in this Indenture shall be deemed  to
give to the Trustee any right to accept or consent to any plan of reorganization
or  otherwise  by  action of any character in any such proceeding  to  waive  or
change  in  any way any rights of the Trustee or any Holder of a Security.   Any
moneys  collected  by the Trustee under this Section 5.05 shall  be  applied  as
provided in Section 5.10.

           (e)   All  rights  of action and claims under this Indenture  or  the
Securities  may be enforced by the Trustee without possession of the  Securities
or  the  production thereof at the trial or other proceedings relative  thereto,
and  any  such proceeding instituted by the Trustee shall be brought in its  own
name  as trustee of an express trust, and any recovery of judgment shall,  after
provision for the payment of the reasonable expenses, disbursements and advances
of  the  Trustee,  its  agents and counsel, be for the ratable  benefit  of  the
Trustee and the Holders of the Securities.

           (f)    In  case the Trustee or the Holder of any Security shall  have
proceeded  to  enforce  any  right  or remedy  under  this  Indenture  by  suit,
foreclosure  or  otherwise and such proceedings shall have been discontinued  or
abandoned for any reason, or shall have been determined adversely to the Trustee
or  any  such Holder, then, in every such case, the Issuer, the Trustee and  the
Holders  of Securities shall be restored without further act to their respective
former  positions and rights hereunder and thereunder, and all rights,  remedies
and  powers  of  the Trustee and such Holders shall continue as though  no  such
proceedings had been taken.

          SECTION 5.06.  Control by Holders of Securities.

           The  Holders  of  a  majority in principal amount of  the  Securities
Outstanding (or such lesser amount as shall have acted at a meeting pursuant  to
Article Nine) shall have the right to direct the Trustee as to the time,  method
and  place  of  conducting  proceeding  for  any   remedy   available   to   the
Trustee   or  exercising any trust or power conferred on the  Trustee,  provided
that:

                     (1)  such direction shall not be in conflict with
          any rule of law or with this Indenture;
          
                     (2)  the Trustee may take any other action deemed
          proper  by  the Trustee which is not inconsistent with  such
          direction;
          
                     (3)  such direction is not unduly prejudicial  to
          the rights of other Holders; and
          
                     (4)  such direction would not involve the Trustee
          in any personal liability.
          
          SECTION 5.07.  Waiver of Past Defaults.

           The  Holders of not less than 66-2/3% (notwithstanding and  excluding
any provision of the TIA permitting a lesser percentage) in principal amount  of
the  Outstanding  Securities (or such lesser amount as shall  have  acted  at  a
meeting  pursuant  to the provisions of this Indenture) may  on  behalf  of  the
Holders  of all Outstanding Securities waive any past default hereunder and  its
consequences, except a default: (1) which constitutes an Event of Default  under
Section  5.01(a),  5.01(b)  or  5.01(c); or (2) in  respect  of  a  covenant  or
provision hereof which under Article Eight cannot be modified or amended without
consent  of the Holder of each Security thereby affected.  Upon any such waiver,
such  default  shall cease to exist, and any Event of Default arising  therefrom
shall  be deemed to have been cured for every purpose of this Indenture; but  no
such  waiver shall extend to any subsequent or other default or impair any right
consequent  thereon.  In addition, the Trustee shall take  such  action  as  the
Trustee shall determine to be reasonably necessary to restore the Issuer and the
Trustee to their respective positions prior to the taking by the Trustee of  any
action pursuant to this Article Five in respect of such default.

          SECTION 5.08.  Limitations on Suits by Holders.

           (a) Subject to Section 5.11 hereof, a Holder of a Security shall  not
have  the right to institute any suit, action or proceeding at law or in  equity
or  otherwise with respect to this Indenture, for the appointment of a  receiver
or for the enforcement of any other remedy under or upon this Indenture, unless:

                 (i)   such Holder previously shall have given written
          notice to the Trustee of a continuing Event of Default;
          
                 (ii)    the Holders of not less than 25% in principal
          amount  of  the Securities Outstanding shall have  requested
          the  Trustee  in writing to institute such action,  suit  or
          proceeding  and shall have offered to the Trustee  indemnity
          as provided in Section 6.02(e);
          
                (iii)   the Trustee shall have refused or neglected to
          institute  any such action, suit or proceeding for  60  days
          immediately  following receipt of such notice,  request  and
          offer of indemnity; and
          
                 (iv)    no  direction inconsistent with such  written
          request  shall  have been given to the Trustee  during  such
          60-day  period  by  the Holders of a majority  in  principal
          amount  of the Securities Outstanding (or such lesser amount
          as shall have acted at a meeting pursuant to Article Nine).
          
           (b)  It is understood and intended that no one or more of the Holders
of Securities shall have any right in any manner whatever hereunder or under the
Securities  to (i) obtain or seek to obtain priority over or preference  to  any
other  such Holder, (ii) enforce any right under this Indenture unless the right
of  enforcement  is  specifically provided herein, or (iii)  surrender,  impair,
waive,  affect, disturb or prejudice the Lien of this Indenture on any  property
subject  thereto  or  the  rights of the Trustee  and  of  the  Holders  of  the
Securities  thereunder  in  each case except in the  manner  in  this  Indenture
provided.

          SECTION 5.09.  Undertaking to Pay Court Costs.

           All parties to this Indenture agree, and each Holder of a Security by
his  or  her acceptance thereof, shall be deemed to have agreed, that any  court
may  in  its  discretion  require, in any suit, action  or  proceeding  for  the
enforcement of any right or remedy under this Indenture, or in any suit,  action
or  proceeding against the Trustee for any action taken or omitted by it in  its
capacity  hereunder, the filing by any party litigant in such  suit,  action  or
proceeding  of  an  undertaking  to  pay the  costs  of  such  suit,  action  or
proceeding, and that such court may, in its discretion, assess reasonable costs,
including  reasonable attorneys' fees, against any party litigant in such  suit,
action  or  proceeding, having due regard to the merits and good  faith  of  the
claims  or  defenses made by such party litigant; provided,  however,  that  the
provisions  of  this  Section 5.09 shall not apply to (a) any  suit,  action  or
proceeding  instituted  by  the  Trustee, (b) any  suit,  action  or  proceeding
instituted by any Holder of Securities or group of Holders of Securities holding
in  the  aggregate  more than 10% in aggregate principal  amount  of  securities
Outstanding or (c) any suit, action or proceeding instituted by any Holder of  a
Security  for the enforcement of the payment of the principal of or interest  on
any  Security  on or after the due date expressed therein (or, in  the  case  of
redemption, on or after the date fixed for redemption).

                  SECTION 5.10.    Application of Moneys Collected by Trustee.

           Any moneys collected or to be applied by the Trustee pursuant to this
Article  Five,  including,  without limitation,  moneys  collected  pursuant  to
Section  5.03(c), shall be deposited in the Distribution Account and applied  in
the  following order from time to time on the date or dates fixed by the Trustee
which,  in the event the principal of the Securities shall not have become  due,
shall  be  on each Interest Payment Date in the manner provided in Section  3.03
and,  in  case of the distribution of such moneys on account of principal,  upon
notice  to  the Securityholders of the time and place to present Securities  and
presentation of the several Securities and the notation thereon of the  payment,
if only partially paid, and upon surrender thereof, if fully paid:

                          FIRST:   to the payment of costs and expenses  of  the
          sale  of  or other realization upon (including reasonable compensation
          for  servicing of Eligible Mortgage Notes, provided, however, that the
          monthly  amount  of  such servicing fees, not  including  any  initial
          set-up or organizational expenses, shall not exceed the greater of the
          monthly  servicing  fees then allowed sellers by FNMA  or  FHLMC)  the
          Pledged Property and the costs and expenses of the enforcement of  any
          remedies   hereunder,  and  all  expenses,  liabilities  and  advances
          incurred  or  made by the Trustee in connection with  any  such  sale,
          other  realization or enforcement of remedies arising out of an  Event
          of Default hereunder, including reasonable compensation to the Trustee
          for  extraordinary  time spent by its officers, employees,  agents  or
          attorneys directly in connection with any such sale, other realization
          or  enforcement  of  remedies  arising out  of  an  Event  of  Default
          hereunder;
          
                         SECOND:   in case the principal of the Securities shall
          not  have become due, to the payment of interest on the Securities  at
          the  applicable rate or rates calculated as set forth in Section 2.01,
          in  the  order  of the maturity of the installments of such  interest,
          with interest (to the extent that such interest has been collected  by
          the  Trustee and to the extent that payment of such interest shall  be
          legally  enforceable) upon the overdue installments of  interest  from
          the date due to the date of payment thereof, at the same rate or rates
          as the rate of interest specified in the Securities for the applicable
          Interest  Period,  such  payments to be made ratably  to  the  Persons
          entitled thereto without discrimination or preference;
          
                          THIRD:   in case the principal of the Securities shall
          have become  due, by acceleration or otherwise, to the payment of  the
          whole  amount then owing and unpaid upon the Securities for  principal
          and  interest (at the applicable rate or rates calculated as set forth
          in  Section 2.01) with interest upon the overdue principal and (to the
          extent that such interest has been collected by the Trustee and to the
          extent  that  payment  of such interest shall be legally  enforceable)
          upon overdue installments of interest from the date due to the date of
          payment  thereof  at the same rate or rates as the  rate  of  interest
          specified in the Securities for the applicable Interest Period; and in
          case such moneys shall be insufficient to pay in full the whole amount
          so  due  and unpaid upon the Securities, then to the payment  of  such
          principal  and interest, without preference or priority  of  principal
          over  interest,  or interest over principal, or of any installment  of
          interest  over any other installment of interest, or of  any  Security
          over  any  other Security, ratably to the aggregate of such  principal
          and accrued and unpaid interest;
          
                          FOURTH:    to  the  payment of the regular  reasonable
          compensation  of  the  Trustee for its services  hereunder,  including
          reasonable  compensation   for the fees and expenses  of  its  agents,
          attorneys and counsel; and
          
                          FIFTH:    any surplus then remaining shall be paid  to
          the  Issuer,  its  successors or assigns,  or  to  whomsoever  may  be
          lawfully  entitled  to receive the same, or as a  court  of  competent
          jurisdiction may direct.
          
                         SECTION  5.11.   Right to Receive  Payment  Not  to  Be
                         Impaired.
                         
           Anything in this Indenture to the contrary notwithstanding, the right
(which  shall  be  absolute and unconditional) of any Holder of  a  Security  to
receive  payment of the principal of and interest on the Security held  by  such
Holder, on or after the respective due dates expressed in such Security  or,  in
case  of  redemption on or after the date fixed for redemption or  to  institute
suit for the  enforcement of any such payment on or after such respective dates,
shall not be impaired or affected without the consent of such Holder.

                         SECTION  5.12.   Notice  of  Defaults  to  Holders   of
                         Securities.
                         
           The Trustee shall, within 30 days after the occurrence of any default
becomes known to it, give the Holders of Securities notice of all defaults known
to  the Trustee in accordance with Section 1.06, unless all such defaults  known
to  the  Trustee  shall have been cured before the giving of  such  notice.  The
Trustee  shall  give  the Servicer and each Rating Agency  notice  of  any  such
default at the same time as the Holders of the Securities are given such notice,
provided,  however, that there shall be no liability of the Trustee for  failure
to  do  so.  This Section 5.12 is intended to supersede and exclude the optional
provisions contemplated by Section 315(b) of the TIA.

                         SECTION  5.13.   Securities  Held  by  the  Issuer   or
                         Affiliate Not to Share in Distribution.
                         
          Any Securities owned or held by, or for the account or benefit of, the
Issuer or any Affiliate of the Issuer (other than NCMI) shall not be entitled to
share  in  any payment or distribution provided for in this Article  Five  until
after all other Securities and all expenses have been paid in full.

                         SECTION 5.14.  Waiver of Appraisement, Valuation,  Stay
                         and Right to Marshalling.
                         
          To the extent it may lawfully do so, the Issuer for itself and for any
Person who may claim through or under it hereby:

                     (1)   agrees that neither it nor any such  Person
          will  set up, plead, claim or in any manner whatsoever  take
          advantage  of or benefit from, any appraisement,  valuation,
          stay,  extension  or redemption laws, now  or  hereafter  in
          force  in  any  jurisdiction, which may  delay,  prevent  or
          otherwise hinder (i) the performance or enforcement  of,  or
          foreclosure under, this Indenture, (ii) the sale of  any  of
          the  Pledged Property or (iii) the putting of the  purchaser
          or  purchasers  thereof  into possession  of  such  property
          immediately after the sale thereof;
          
                     (2)   waives and releases all rights to have  the
          Pledged  Property marshalled upon any foreclosure,  sale  or
          other enforcement of this Indenture; and
          
                     (3)   consents  and agrees that, subject  to  the
          terms  of  this Indenture, the Pledged Property may  at  any
          such  sale  be sold by the Trustee, either in  whole  or  in
          part.
          
                         SECTION  5.15.  Remedies Cumulative; Delay or  Omission
                         Not a Waiver.
                         
           To  the  extent permitted by law, every right, power or remedy  given
hereunder  to the Trustee or to the Holders of Securities shall not be exclusive
of  any other remedy or remedies, and every such right, power or remedy shall be
cumulative and in addition to every other right, power or remedy given hereunder
or  now  or hereafter given by statute, law, equity or otherwise.  No course  of
dealing  between  the Issuer and the Trustee, or any delay or  omission  of  the
Trustee or of the Holder of any Security to exercise any right, remedy or  power
accruing  upon any Event of Default shall impair any right, remedy or  power  or
shall  be construed to be a waiver of any such Event of Default or of any right,
power or remedy of the Trustee or of the Holder of any Security, or acquiescence
therein,  and every right, remedy and power given by this Article  Five  to  the
Trustee or to the Holder of any Security may be exercised from time to time  and
as often as may be deemed expedient by the Trustee or by any such Holder.
                                   ARTICLE SIX
                                        
                                   THE TRUSTEE
                                        
          SECTION 6.01.  Certain Duties and Responsibilities.

          (a)  Except during the continuance of an Event of Default known to the
Trustee:

                  (i)    the Trustee undertakes to perform such duties
          and  only such duties as are specifically set forth in  this
          Indenture  for  it and no implied covenants  or  obligations
          shall be read into this Indenture against the Trustee; and
          
                 (ii)    in the absence of bad faith on its part,  the
          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  it  and
          conforming to the requirements of this Indenture;  provided,
          that, in the case of any such certificates or opinions which
          by  any  provision hereof are specifically  required  to  be
          furnished to the Trustee, the Trustee shall be under a  duty
          to  examine  the  same  to determine  whether  or  not  they
          substantially conform to the requirements of this Indenture,
          as  to  form  and  conclusion, but not as to  substance  and
          content.
          
          (b)  In case an Event of Default known to the Trustee has occurred and
is  continuing, the Trustee shall exercise such of 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 his own affairs.

           (c)  No provision of this Indenture shall be construed to relieve the
Trustee  from  liability  for its own bad faith or  negligent  action,  its  own
negligent failure to act, or its own willful misconduct, except that

                  (i)   this Section 6.01(c) shall not be construed to
          limit the effect of Section 6.01(a);
          
                 (ii)    the Trustee shall not be liable for any error
          of  judgment  made  in good faith by a Responsible  Officer,
          unless it shall be proved that the Trustee was negligent  in
          ascertaining the pertinent facts;
          
               (iii)   the Trustee shall not be liable with respect to
          any  action taken or omitted to be taken by it in good faith
          in  accordance  with  the direction  of  the  Holders  of  a
          majority  in  principal amount of the Securities Outstanding
          (or  such  lesser amount as shall have acted  at  a  meeting
          pursuant  to Article Nine) relating to the time, method  and
          place  of conducting any proceeding for any remedy available
          to  the  Trustee or exercising any trust or power  conferred
          upon the Trustee under this Indenture; and
          
                 (iv)    no provision of this Indenture shall  require
          the  Trustee  to expend or risk its own funds  or  otherwise
          incur  any 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  for
          believing that repayment of such funds or adequate indemnity
          against such risk or liability is not reasonably assured  to
          it.
          
           (d)  Whether or not therein expressly so provided, every provision of
this  Indenture  relating  to  the conduct or  affecting  the  liability  of  or
affording protection to the Trustee shall be subject to the provisions  of  this
Section 6.01.

          (e)  For all purposes of this Indenture, the Trustee shall not be held
liable  or  otherwise  responsible for the exercise of any  rights  or  remedies
available  to  it or required of it relating to an Event of Default  unless  the
Trustee  knows that an Event of Default has occurred, and the Trustee shall  not
be  deemed  to  have knowledge of any Event of Default other than  an  Event  of
Default  described  in  clause (a), (b), (c) or (d) of Section  5.01,  unless  a
Responsible  Officer in the Corporate Trust Office of the Trustee who  is  aware
that it is Trustee hereunder has actual knowledge thereof.

          SECTION 6.02.  Certain Rights of Trustee.

          Except as otherwise provided in Section 6.01:

           (a)   the  Trustee  may  rely and shall be  protected  in  acting  or
refraining  from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture  or
other paper or document believed by it to be genuine and to have been signed  or
presented by the proper party or parties;

           (b)  any request or direction of the Issuer mentioned herein shall be
sufficiently evidenced by a Request or Order and any resolution of the Board  of
Directors of the Issuer may be sufficiently evidenced by a Board Resolution;

           (c)   whenever  in the administration of this Indenture  the  Trustee
shall  deem it desirable that a matter be proved or established prior to taking,
suffering  or  omitting  any  action hereunder, the Trustee  may  (unless  other
evidence be herein specifically prescribed) in the absence of bad faith  on  its
part, request and rely upon an Officers' Certificate or an Opinion of Counsel;

           (d)   the Trustee may consult with counsel and the written advice  of
such  counsel or any Opinion of Counsel shall be full and complete authorization
and  protection  in  respect  of any action taken, suffered  or  omitted  by  it
hereunder in good faith and in reliance thereon;

           (e)  the Trustee shall not be under any obligation to exercise any of
the  rights or powers vested in it by this Indenture at the request or direction
of the Holders of Securities pursuant to this Indenture, unless such Holders are
authorized  or permitted by this Indenture to make such request and  shall  have
offered  reasonable  security  or  indemnity against  the  costs,  expenses  and
liabilities  which  might  be incurred by the Trustee in  compliance  with  such
request or direction;

          (f)  the Trustee shall not be bound to make any investigation into the
facts  or  matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture  or
other  paper document, but the Trustee, in its individual discretion,  may  make
such  further inquiry or investigation into such facts or matters as it may  see
fit,  and,  if it shall determine to make such further inquiry or investigation,
it  shall be entitled to examine the books, records and premises of the  Issuer,
personally  or  by agent or attorney during the Issuer's normal business  hours,
upon  reasonable  notice  to  the Issuer, in such a  manner  that  the  business
operations of the Issuer are not unduly disrupted; and

           (g)  the Trustee may execute any of the trusts or powers hereunder or
perform  any of its duties hereunder either directly or by or through agents  or
attorneys,  and  the  Trustee  will not be responsible  for  any  negligence  or
misconduct  on  the  part of any agent or attorney appointed  by  it  hereunder,
provided  that  the  Trustee  exercised due care  in  selecting  such  agent  or
attorney.

          SECTION 6.03.  Not Responsible for Recitals.

           The  recitals  of the Issuer contained herein and in  the  Securities
shall  be  taken  as  the statements of the Issuer and the  Trustee  assumes  no
responsibility for their correctness or for the accuracy or completeness of  any
of   the  information  herein  or  therein  contained.  The  Trustee  makes   no
representations as to the validity or sufficiency of this Indenture   (including
the  efficacy of the liens created hereunder), the Securities or the Collateral.
The Trustee shall not be responsible for the use or application by the Issuer of
the proceeds of the Securities.

          SECTION 6.04.  May Hold Securities.

           The  Trustee,  the  Custodian, any Paying  Agent,  and  any  Security
Registrar,  in  its individual or any other capacity, may become  the  owner  or
pledgee  of  Securities and may otherwise deal with the  Issuer  with  the  same
rights it would have if it were not Trustee, Custodian, Paying Agent or Security
Registrar.

          SECTION 6.05.  Money Held in Trust.

           Any  money  held  by  the  Trustee in trust  hereunder  need  not  be
segregated  from other trust funds held by it except to the extent  required  by
law, but shall be separately identified on the records of account maintained  by
the Trustee and the Trustee shall not be under any liability for interest on any
money received by it hereunder; provided that this Section 6.05 shall not affect
the  Trustee's responsibility to reinvest payments on Pledged Property  pursuant
to Section 3.01.

          SECTION 6.06.  Compensation and Reimbursement.

          (a)  The Issuer agrees:

                     (1)   to  pay  to the Trustee from time  to  time
          reasonable  compensation (taking into account  the  services
          performed  by any separate or co-trustee appointed  pursuant
          to  Section 6.12) for all services rendered by it  hereunder
          (which  compensation shall be set forth in a separate letter
          agreement  between the Issuer and the Trustee and shall  not
          be  limited  by  any  provision of  law  in  regard  to  the
          compensation of a trustee of an express trust);
          
                      (2)   except  as  otherwise  expressly  provided
          herein,  to  reimburse  the Trustee  upon  request  for  all
          reasonable  expenses, disbursements and advances incurred or
          made  by  it  in  accordance  with  any  provision  of  this
          Indenture  (including  the reasonable compensation  and  the
          expenses  and  disbursements of  its  agents  and  counsel),
          except  any such expense, disbursement or advance as may  be
          attributable  to  its  negligence,  bad  faith  or   willful
          misconduct; and
          
                     (3)  to indemnify the Trustee for, and to hold it
          harmless  against, any loss, liability or  expense  incurred
          without negligence, bad faith or willful misconduct  on  its
          part, arising out of or in connection with the acceptance or
          administration  of  this  trust,  including  the  costs  and
          expenses  of  defending against any claim  or  liability  in
          connection  with the exercise or performance of any  of  its
          powers or duties hereunder.
          
           (b)  As security for the performance of the obligations of the Issuer
under  this  Section 6.06, the Trustee shall have a lien upon all  property  and
funds  held  or collected by the Trustee as such; provided, however,  that  such
lien  of the Trustee shall be subordinate to the Lien of this Indenture in favor
of  the  Holders, except for the principal amount of any funds advanced  by  the
Trustee  pursuant  to  Section 10.08 or any expenses,  liabilities  or  advances
incurred  by the Trustee relating to, or reasonable compensation to the  Trustee
for  extraordinary  time spent by its officers, employees, agents  or  attorneys
directly  in connection with, the sale of or other realization upon the  Pledged
Property  in  connection with the occurrence of an Event of  Default  hereunder,
including  reasonable compensation for any servicing of Mortgage Notes  pursuant
to Section 5.03(a)(iii), with respect to which such lien of the Trustee shall be
senior to the Lien of this Indenture in favor of the Holders.

           (c)   In the event that the Issuer has not paid or caused to be  paid
when  due to the Trustee any amount owed to the Trustee pursuant to this Section
6.06,  then, if such nonpayment shall continue for ten days after written notice
thereof  has  been given to the Issuer by the Trustee, the Trustee may  withdraw
such  amount  from the Reserve Fund; provided, however, that the  right  of  the
Trustee  to  make  such  withdrawal pursuant to this Section  6.06(c)  shall  be
subject  in all respects to the prior application of amounts on deposit  in  the
Reserve  Fund pursuant to Section 3.03 on any Interest Payment Date,  Redemption
Date or at Stated Maturity.

          SECTION 6.07.  Corporate Trustee Required; Eligibility.

           (a)  There shall at all times be a Trustee hereunder which shall be a
bank  or a corporation organized and doing business under the laws of the United
States  of  America,  any State thereof or the District of Columbia,  authorized
under  such  laws to exercise corporate trust powers, having a combined  capital
and  surplus  of  at least $50,000,000, or shall be a member of a  bank  holding
system,  the  aggregate  combined capital and  surplus  of  which  is  at  least
$50,000,000, provided that the Trustee's separate capital and surplus  shall  at
all  times be at least the amount specified in Section 310(a)(2) of the TIA, and
subject  to  supervision or examination by Federal or State authority.  If  such
entity publishes reports of condition at least annually, pursuant to law  or  to
the  requirements  of  said supervising or examining  authority,  then  for  the
purposes  of this Section 6.07, the combined capital and surplus of such  entity
shall be deemed to be its combined capital and surplus as set forth in its  most
recent report of condition so published.  If at any time the Trustee shall cease
to  be eligible in accordance with the provisions of this Section 6.07, it shall
resign  immediately in the manner and with the effect hereinafter  specified  in
this Article Six.

           (b)  All Mortgage Notes, Mortgages and related documentation shall be
delivered  to and held by the Trustee (directly or on behalf of the  Trustee  by
the Custodian).

          (c)  The Trustee (or a subsidiary thereof able to act in the premises)
shall be eligible to act as a "Servicer" for mortgages sold to FNMA and GNMA, as
set  forth  in the FNMA Home Mortgage Servicing Contract Supplement,  and  as  a
"Servicer"  for  mortgages sold to FHLMC, as set forth in the  FHLMC  Servicers'
Guide.  In addition, if the Pledged Property includes FHA Insured Mortgage Notes
and if the FHA requires that a mortgagee under a FHA Insured Mortgage Note be an
"Approved Mortgagee" as currently defined in regulations promulgated by it or as
such  definition  may be hereafter amended or meet such other qualifications  to
hold  and be entitled to the benefits of FHA insurance of a Mortgage Note,  then
the   Trustee  shall  be  such  an  "Approved  Mortgagee"  or  meet  such  other
qualifications  or in the event of any subsequent change in the requirements  to
be  an  "Approved  Mortgagee" or in such other qualifications then  the  Trustee
shall  meet such requirements or so qualify on or before the date by  which  the
Trustee is required to meet such requirements or so qualify.  Should the Trustee
fail  at any time to meet any of such requirements, it shall immediately  notify
the Issuer of such failure, and the Trustee shall deliver the Mortgage Notes, if
any,  held by it to a successor Trustee appointed pursuant to this Section  6.09
or  to  a co-trustee meeting such requirements and appointed pursuant to Section
6.12.

          SECTION 6.08.  Appointment of Custodian.

           The  Trustee  may  at  any time appoint a Person  as  custodian  (the
"Custodian") to hold the Mortgage Collateral pledged hereunder by entering  into
an  agreement  substantially in the form of Exhibit F hereto with  such  Person;
provided,  however, that no Person other than an Affiliate of the Trustee  shall
be  appointed  as Custodian hereunder without the prior written consent  of  the
Issuer, which consent shall not be unreasonably withheld; and provided, further,
that  the  Issuer  hereby consents to the appointment of First Chicago  National
Processing  Corporation as Custodian.  In addition, no  other  Person  shall  be
appointed  Custodian unless the Trustee shall have received written confirmation
from  each  Rating Agency that such appointment will not impair,  or  cause  the
Securities to fail to retain, the rating then assigned to the Securities by such
Rating Agency.

                         SECTION 6.09.  Resignation and Removal; Appointment  of
                         Successor.
                         
           (a)  No resignation or removal of the Trustee and no appointment of a
successor Trustee pursuant to this Article Six shall become effective except  in
accordance with Section 6.10.

           (b)   The  Trustee  may resign at any time by giving  written  notice
thereof to the Issuer; provided, however, that such resignation or removal shall
not  become  effective until a successor Trustee shall have been  appointed  and
accepted such appointment in accordance with this Article Six.  If an instrument
of  acceptance  by  a  successor Trustee shall not have been  delivered  to  the
Trustee  within  30  days after the giving of such notice  of  resignation,  the
resigning  Trustee  may  petition any court of competent  jurisdiction  for  the
appointment of a successor Trustee.

          (c)  The Trustee may be removed at any time by Act of the Holders of a
majority  in  principal  amount of the Securities Outstanding  (or  such  lesser
amount  as shall have acted at a meeting pursuant to Article Nine) delivered  to
the Trustee and the Issuer.

          (d)  If at any time:

                  (i)    the Trustee shall cease to be eligible  under
          Section  6.07  (unless,  in the case  described  in  Section
          6.07(c),  a co-trustee is appointed meeting the requirements
          of  such  section)  and shall fail to resign  after  written
          request  therefor  by  the Issuer or by  the  Holders  of  a
          majority   in  principal  amount  of  the  Securities   then
          Outstanding, or
          
                (ii)   the Trustee shall become incapable of acting or
          shall  be adjudged a bankrupt or insolvent or a receiver  of
          the  Trustee  or of its property shall be appointed  or  any
          public  officer shall take charge or control of the  Trustee
          or   of   its  property  or  affairs  for  the  purpose   of
          rehabilitation, conservation or liquidation,
          
then,  in  any  case, (A) the Issuer may remove the Trustee or  (B)  subject  to
Section  5.09,  the Holders of a majority in principal amount of the  Securities
then Outstanding may, on behalf of themselves and all others similarly situated,
petition any court of competent jurisdiction for the removal of the Trustee  and
the appointment of a successor thereto.

           (e)  If the Trustee shall resign, be removed, or become incapable  of
acting, or if a vacancy shall occur in the office of the Trustee for any  cause,
the  Issuer  shall promptly appoint a successor thereto.  If,  within  one  year
after  such  resignation, removal or incapability, or  the  occurrence  of  such
vacancy,  the  Issuer has not appointed a successor Trustee,  then  a  successor
Trustee  shall  be  appointed by Act of the Holders of a majority  in  principal
amount of the Securities Outstanding (or such lesser amount as shall have  acted
at  a meeting pursuant to Article Nine) delivered to the Issuer, the Trustee and
the  retiring  Trustee, and the successor Trustee so appointed  by  the  Holders
shall,  forthwith upon its acceptance of such appointment, become the  successor
Trustee  and  supersede the successor Trustee appointed by  the  Issuer.  If  no
successor  Trustee shall have been so appointed by the Issuer or the Holders  of
Securities and shall have accepted appointment in the manner provided in Section
6.10, any Holder of a Security who has been a bona fide Holder of a security for
at  least six months may, subject to Section 5.09, on behalf of himself and  all
others similarly situated, petition any court of competent jurisdiction for  the
appointment of a successor Trustee.

          (f)  The Issuer shall give notice of each resignation and each removal
of  the  Trustee and each appointment of a Successor Trustee to the  Holders  of
Securities Outstanding in the manner provided in Section 1.06. Each notice shall
include the name of the successor Trustee and the address of its corporate trust
office.

                         SECTION  6.10.  Acceptance of Appointment by  Successor
                         to Trustee.
                         
           (a)   Every  successor  Trustee appointed  hereunder  shall  execute,
acknowledge  and  deliver to the Issuer and the retiring Trustee  an  instrument
accepting such appointment. Upon such acceptance of its appointment hereunder by
the  successor  Trustee, the retiring Trustee shall duly  assign,  transfer  and
deliver to such successor Trustee all properties and money held by such retiring
Trustee hereunder, subject nevertheless to its lien, if any, provided in Section
6.06,  and  thereupon the resignation or removal of the retiring  Trustee  shall
become  effective and such successor Trustee, without any further act,  deed  or
conveyance,  shall become vested with all the rights, powers and trusts  of  the
retiring  Trustee  hereunder, but, on request of the  Issuer  or  the  successor
Trustee,  the retiring Trustee shall, upon payment of its charges in  connection
therewith and of all amounts owing to it under Section 6.06, execute and deliver
an  instrument transferring to such successor Trustee all the rights, powers and
trusts  of  the retiring Trustee hereunder.  Upon request of any such  successor
Trustee,  the  Issuer shall execute any and all instruments for more  fully  and
certainly  vesting in and confirming to such successor Trustee all such  rights,
powers and trusts.

          (b)  No successor Trustee shall be permitted to accept its appointment
unless, at the time of such acceptance, such successor Trustee shall be eligible
under this Article Six.

                         SECTION  6.11.   Merger, Conversion,  Consolidation  or
                         Succession to Business.
                         
           Any  corporation or other entity into which the Trustee may be merged
or  converted or with which it may be consolidated, or any entity resulting from
any  merger, conversion or consolidation to which the Trustee shall be a  party,
or  any  entity  succeeding to all or substantially all of the  corporate  trust
business  of  the  Trustee  shall be the successor  of  the  Trustee  hereunder,
provided that such entity shall be eligible under this Article Six, without  the
execution  or filing of any paper or any further act on the part of any  of  the
parties  hereto. In case any Securities shall have been authenticated,  but  not
delivered, by the Trustee then in office, any successor by merger, conversion or
consolidation  to such authenticating Trustee may adopt such authentication  and
deliver  the  Securities  so  authenticated with the  same  effect  as  if  such
successor Trustee had itself authenticated such Securities.

          SECTION 6.12.  Appointment of Co-Trustees.

           (a)   It  is  the  intent of this Indenture that there  shall  be  no
violation  of any law of any State denying or restricting the right  of  banking
corporations or associations to transact business as trustee in such State.   It
is recognized that in case of litigation under this Indenture, and in particular
in  case  of enforcement upon the occurrence of an Event of Default, or  in  the
case  of the circumstances described in the last sentence of Section 6.07(c)  or
in  case  the Trustee deems that by reason of any present or future law  of  any
State  it may not exercise any of the powers, rights or remedies herein  granted
to  it or hold title to the properties, in trust, as herein granted, or take any
other action which may be desirable or necessary in connection therewith, it may
be necessary that the Issuer or the Trustee appoint an individual or institution
as  a separate or co-trustee for such purpose.  The following provisions of this
Section 6.12 are adopted to these ends.

           (b)   The  Trustee  may not appoint an individual or  institution  as
co-trustee  or as a separate trustee, unless it receives the written consent  of
the   Issuer   to  such  appointment,  which  consent  shall  not  be   withheld
unreasonably.   No  co-trustee or separate trustee may be an  Affiliate  of  the
Issuer  or of any of the Issuer's Affiliates.  No co-trustee may act as a paying
agent  for  the  Securities, nor may any co-trustee make  withdrawals  from  the
Distribution  Account or the Reserve Fund unless each Rating Agency  shall  have
confirmed  to  the Trustee in writing that such actions by such co-trustee  will
not  impair, or cause the Securities to fail to retain, the rating then assigned
to the Securities by such Rating Agency.

           (c)   In  the  event  that  the Issuer or  the  Trustee  appoints  an
additional individual or institution as such separate or co-trustee (i) each and
every  remedy, power, right, claim, demand, of action, immunity, estate,  title,
interest and lien expressed or intended by this Indenture to be exercised by  or
vested  in  or conveyed to the Trustee with respect thereto shall be exercisable
by  and vest in such separate or co-trustee, but only to the extent necessary to
enable  such separate or co-trustee to exercise such powers, rights and remedies
and (ii) every covenant and obligation necessary to the exercise of such rights,
powers  and  remedies  by  such  separate or co-trustee  shall  run  to  and  be
enforceable  by either of them, and such separate or co-trustee shall  have  the
same  rights  to  reasonable compensation for the services rendered  by  it,  to
indemnification, and as to reliance, as would be available under this  Indenture
under  similar circumstances to the Trustee; provided, however, that such rights
shall  in  each  case  be subject to the same limitations thereon  as  would  be
applicable   to   the  corresponding  rights  of  the  Trustee   under   similar
circumstances.  The Issuer or the Trustee shall have the right to terminate  the
appointment of any such additional co-trustee hereunder.

           (d)  In case any such separate trustee or additional co-trustee, or a
successor  to  either,  shall die, become incapable  of  acting,  resign  or  be
removed,  all  the  estates,  properties, rights,  powers,  trusts,  duties  and
obligations  of  such  separate  trustee or  additional  co-trustee  that  would
otherwise  be vested in or be the obligation of the Trustee, so far as permitted
by law, shall vest in and be exercised by the Trustee until the appointment of a
new trustee or successor to such separate trustee or co-trustee.

           (e)  Promptly after the appointment of a co-trustee, the Issuer shall
give  notice  of  such appointment to the Holders of Securities  in  the  manner
provided  in Section 1.06.  Such notice shall include the name of the co-trustee
and the address of its corporate trust office.

          SECTION 6.13.  Authenticating Agent.

           The  Trustee  may  appoint,  with  the  consent  of  the  Issuer,  an
Authenticating  Agent for the Securities to act as its agent on its  behalf  and
subject to its direction in connection with the authentication of the Securities
as set forth in Article Three. Such Authenticating Agent shall at all times be a
bank  or a corporation organized and doing business under the laws of the United
States  of  America,  any State thereof or the District of  Columbia  authorized
under  such  laws  to  act  as Authenticating Agent and  perform  the  functions
contemplated hereby, being subject to supervision or examination by  federal  or
state  authority.  Any Authenticating Agent, other than the Authenticating Agent
initially  appointed  in the next succeeding paragraph  shall  have  a  combined
capital  and  surplus of at least $50,000,000.  If such successor Authenticating
Agent  publishes reports of condition at least annually, pursuant to law  or  to
the  requirements of the aforesaid supervising or examining authority, then  for
the  purposes  of  this Section 6.13, the combined capital and surplus  of  such
successor  Authenticating Agent shall be deemed to be its combined  capital  and
surplus as set forth in its most recent report of condition so published.   Upon
any  such appointment of an Authenticating Agent, the Trustee shall give  notice
thereof to the Holders of the Securities as provided in  Section 1.06.

           The  Trustee  hereby initially appoints the Trustee as Authenticating
Agent for the Securities, and the Issuer hereby consents to such appointment.

           Any  corporation or other entity into which any Authenticating  Agent
may  be  merged or converted or with which it may be consolidated, or any entity
resulting   from  any  merger,  conversion  or  consolidation   to   which   any
Authenticating Agent shall be party, or any entity succeeding to  the  corporate
agency  business  of  any  Authenticating  Agent,  shall  continue  to  be   the
Authenticating Agent without the execution or filing of any paper or any further
act on the part of the Trustee or the Authenticating Agent.

           Any  Authenticating Agent may at any time resign  by  giving  written
notice of resignation to the Trustee and to the Issuer.  The Trustee may at  any
time  terminate the agency of any Authenticating Agent by giving written  notice
of  termination  to such Authenticating Agent and to the Issuer. Upon  receiving
such  a  notice of resignation or upon such termination, or if at any  time  any
Authenticating  Agent  shall  cease  to  be  eligible  in  accordance  with  the
provisions of this Section 6.13, the Trustee promptly shall appoint a  successor
Authenticating  Agent,  shall give written notice of  such  appointment  to  the
Issuer  and  shall give notice to all Holders of Securities in  accordance  with
Section  1.06.  No  resignation or removal of the Authenticating  Agent  and  no
appointment of a successor Authenticating Agent shall become effective until the
acceptance of appointment by the successor Authenticating Agent.  Any  successor
Authenticating Agent upon acceptance of its appointment hereunder  shall  become
vested  with  all the rights, powers, duties and responsibilities of  its  prede
cessor  hereunder, with the like effect as if originally named as Authenticating
Agent  herein.  No  successor Authenticating Agent  shall  be  appointed  unless
eligible under the provisions of this Section 6.13.

           The  Trustee agrees to pay to the Authenticating Agent, from time  to
time reasonable compensation for its services, and the Trustee shall be entitled
to  be  reimbursed for such payments subject to the provisions of Section  6.06.
The  Authenticating  Agent shall have no responsibility  or  liability  for  any
action  taken  by  it  as  such  at the direction  of  the  Trustee  except  for
negligence,  bad faith or willful misconduct on its part.

          SECTION 6.14.  Manner in which Certain Collateral Held.

           All book-entry securities assigned and delivered under this Indenture
shall  be maintained in an appropriate book-entry account at the Federal Reserve
Bank  of Minneapolis.  All such securities registered in the name of the Trustee
or  its  nominee  or deposited for the Trustee's account at the Federal  Reserve
Bank  of Minneapolis shall be identified on the books and records of the Trustee
as trust property held for the benefit of the Holders under this Indenture.

                                  ARTICLE SEVEN
                                        
               CONSOLIDATION, MERGER, CONVEYANCE, TRANSFER, LEASE
                                  OR ASSUMPTION
                                        
                         SECTION  7.01.  The Issuer May Consolidate, Etc.,  Only
                         on Certain Terms.
                         
           The  Issuer shall not consolidate with or merge into any other entity
or  convey,  transfer  or lease its properties and assets  substantially  as  an
entirety to any Person, unless:

                     (1)   the entity formed by such consolidation  or
          into which the Issuer is merged or the Person which acquires
          by  conveyance or transfer, or which leases, the  properties
          and  assets of the Issuer substantially as an entirety shall
          be  a  Person organized and existing under the laws  of  the
          United  States of America, any State thereof or the District
          of  Columbia  and  shall expressly assume, by  an  indenture
          supplemental hereto, executed and delivered to  the  Trustee
          in form satisfactory to it, the obligations of the Issuer in
          respect  of  the  Securities and the  Collateral  and  every
          covenant of this Indenture on the part of the Issuer  to  be
          performed or observed;
          
                      (2)    the  successor  entity  shall,  by   such
          supplemental  indenture, confirm that the  Collateral  shall
          secure  its  obligations  under  the  Securities  and   this
          Indenture;
          
                     (3)   immediately  after giving  effect  to  such
          transaction  no Event of Default, and no event  which  after
          notice  or lapse of time or both, would become an  Event  of
          Default, shall have occurred and be continuing;
          
                     (4)   the  Issuer  shall have  delivered  to  the
          Trustee  an Officers' Certificate and an Opinion of Counsel,
          each  stating  that such consolidation, merger,  conveyance,
          transfer  or  lease  and,  if  a supplemental  indenture  is
          required   in   connection  with  such   transaction,   such
          supplemental  indenture comply with this Article  Seven  and
          that  all  conditions precedent herein provided for relating
          to such transaction have been complied with; and
          
                     (5)   the Trustee shall have notified the  Rating
          Agencies and obtained written confirmation from each  Rating
          Agency  that  such  merger, conveyance, transfer,  lease  or
          assumption will not impair, or cause the Securities to  fail
          to  retain,  the rating then assigned to the  Securities  by
          such Rating Agency.
          
          SECTION 7.02.  Successor Entity Substituted.

          Upon any consolidation or merger, or any conveyance, transfer or lease
of  the  properties and assets of the Issuer substantially as  an  entirety,  in
accordance  with Section 7.01, the successor entity formed by such consolidation
or  into  which  the Issuer is merged or to which such conveyance,  transfer  or
lease  is made shall succeed to, be substituted for and may exercise every right
and  power  of the Issuer under this Indenture with the same effect as  if  such
successor  entity  had  been  named as the Issuer  herein,  and  thereafter  the
predecessor entity shall be relieved of all obligations and covenants under this
Indenture and under the Securities.

                                  ARTICLE EIGHT
                                        
                             SUPPLEMENTAL INDENTURES
                                        
                         SECTION  8.01.  Supplemental Indentures Without Consent
                         of Holders of Securities.
                         
           Without the consent of any Holders of Securities, the Issuer and  the
Trustee,  at  any  time  and  from time to time, may  enter  into  one  or  more
indentures supplemental hereto, in form satisfactory to the Trustee, for any  of
the following purposes:

                     (1)  to evidence the succession of another entity
          to  the  Issuer and the assumption by any such successor  of
          the covenants of the Issuer herein and in the Securities;
          
                    (2)  to add to the covenants of the Issuer for the
          benefit  of  the Holders of Securities, or to surrender  any
          right or power herein conferred upon the Issuer;
          
                     (3)  to secure the Securities in any manner which
          is  in  addition  to the manner in which the Securities  are
          secured by this Indenture and the Collateral;
          
                      (4)   to  cure  any  ambiguity,  to  correct  or
          supplement  any provision herein which may be  defective  or
          inconsistent with any other provision herein, or to make any
          other  provisions  with  respect  to  matters  or  questions
          arising  under this Indenture; provided, however, that  such
          action  pursuant  to  this clause (4)  shall  not  adversely
          affect  the  interests of the Holders of Securities  in  any
          material respect;
          
                     (5)   to  make appropriate provision for  (i)  in
          accordance   with  Section  4.12,  for  any   New   Eligible
          Collateral  permitted  to be included in  Pledged  Property,
          (ii)  any  change in the characteristics of,  or  percentage
          limitations  set  forth  herein  on,  Mortgage   Notes   and
          Mortgages,  (iii) any reduction in the Discount  Factors  or
          (iv)  change  in the definition of Basic Maintenance  Amount
          permitted to be made, pursuant to such Section 4.12;
          
                     (6)  to modify, eliminate or add to provisions of
          this  Indenture  to  such extent as shall  be  necessary  to
          continue   to   qualify   this  Indenture   (including   any
          supplemental indenture) under the TIA, or under any  similar
          federal  statute  hereafter  enacted,  and  to  add  to  the
          Indenture   such  other  provisions  as  may  be   expressly
          permitted  by  the TIA, excluding, however,  the  provisions
          referred to in Section 316(a)(2) of the TIA as in effect  at
          the  date  as  of which this Indenture was executed  or  any
          corresponding  provision  in  any  similar  federal  statute
          hereafter enacted;
          
                     (7)   to  increase the frequency of  the  Regular
          Valuation Dates; or
          
                    (8)  to change the methodology used in calculating
          the Market Value of Eligible Collateral;
          
provided, however, that no supplemental indenture pursuant to this Section  8.01
shall  be  effective unless and until the Trustee shall have  provided  30  days
prior written notice to the Rating Agencies of such supplemental indenture,  and
provided further, that no supplemental indenture pursuant to clause (7)  or  (8)
of  this Section 8.01 shall be effective unless such supplemental indenture will
not impair, or cause the Securities to fail to retain, the ratings then assigned
to  the  Securities by Fitch and Moody's, as confirmed in writing by  Fitch  and
Moody's.

                         SECTION 8.02.  Supplemental Indentures With Consent  of
                         Holders of Securities.
                         
           With  the  consent  of the Holders of at least 66-2/3%  in  principal
amount of the Outstanding Securities (or such lesser amount as shall have  acted
at a meeting pursuant to the provisions of Article Nine), by Act of said Holders
delivered  to the Issuer and the Trustee, the Issuer and the Trustee  may  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
Securities  under  this Indenture; provided, however, that no such  supplemental
indenture shall, without the consent of the Holder of each Outstanding  Security
affected thereby,

                     (1)   change the time of payment of the principal
          of  any  Security from the time when such principal is  due,
          whether  at  Stated  Maturity, on any  Redemption  Date,  by
          acceleration, or otherwise, or change the time of payment of
          any  installment of interest on any Security from  the  time
          when  such interest is due, whether at Stated Maturity, upon
          any  Interest  Payment  Date, on any Redemption  Date,  upon
          acceleration   of  the  principal  of  the  Securities,   or
          otherwise,  or  reduce the principal amount thereof  or  the
          interest  thereon, or change the coin or currency  in  which
          any  Security or the interest thereon is payable, or  impair
          the  right to institute suit for the enforcement of any such
          payment on or after the due date thereof;
          
                     (2)  reduce the requirements of Section 9.04  for
          quorum or voting;
          
                     (3)   change  the  obligation of  the  Issuer  to
          maintain  an  office  or agency in the  city  in  which  the
          Corporate Trust Office of the Trustee is located pursuant to
          Section 10.02;
          
                     (4)  reduce the percentage in principal amount of
          the  Securities Outstanding the consent of whose Holders  is
          required  for  any such supplemental indenture or  otherwise
          modify any of the provisions of this Section 8.02, except to
          provide  that  certain other provisions  of  this  Indenture
          cannot  be  modified or waived without the  consent  of  the
          Holder  of  each Outstanding Security affected  thereby,  or
          reduce the percentage of Securities the Holders of which are
          required to take any other action authorized to be taken  by
          or  on  behalf  of  the  Holders of any specified  aggregate
          principal  amount of Securities under any provision  hereof,
          including,  without  limitation,  Section  5.07,  or   under
          applicable law; or
          
                     (5)   permit the creation of any lien other  than
          the  Lien  of  this Indenture with respect  to  any  of  the
          Collateral  or terminate the Lien of this Indenture  on  any
          Collateral  (except as permitted by, and  pursuant  to,  the
          provisions  of this Indenture) or deprive the Securities  of
          the  security afforded by the Lien of this Indenture and the
          Collateral.
          
           It  shall not be necessary for any Act of Holders of Securities under
this  Section  8.02 to approve the particular form of any proposed  supplemental
indenture,  but it shall be sufficient if such Act shall approve  the  substance
thereof.

          SECTION 8.03.  Execution of Supplemental Indentures.

           In  executing,  or accepting the additional trusts  created  by,  any
supplemental  indentures permitted by this Article Eight  or  the  modifications
thereby  of the trusts created by this Indenture, the Trustee shall be  entitled
to  receive, and, subject to Section 6.01, 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 Trustee  may,  but
shall  not  be  obligated to, enter into any such supplemental  indenture  which
affects its own rights, duties or immunities under this Indenture or otherwise.

          SECTION 8.04.  Effect of Supplemental Indentures.

           Upon  the execution of any supplemental indenture under this  Article
Eight,  this  Indenture  shall  be modified in accordance  therewith,  and  such
supplemental indenture shall form a part of this Indenture for all purposes; and
every  Holder  of  Securities theretofore or thereafter executed  and  delivered
hereunder shall be bound thereby.

                         SECTION  8.05.  Reference in Securities to Supplemental
                         Indenture.
                         
           Securities  authenticated and delivered after the  execution  of  any
supplemental  indenture pursuant to this Article Eight may bear  a  notation  in
form  approved by the Trustee as to any matter provided for in such supplemental
indenture.  New Securities so modified as to conform, in a form satisfactory  to
the Trustee, to any such supplemental indenture may be prepared and executed  by
the Issuer and delivered in exchange for Outstanding Securities.

          SECTION 8.06.  Notice of Supplemental Indenture.

           Promptly  after the execution by the Issuer and the  Trustee  of  any
supplemental  indenture pursuant to the provisions of Section 8.02,  the  Issuer
shall  provide  notice  to  the Holders of Securities and  each  Rating  Agency,
setting forth in general terms the substance of such supplemental indenture,  in
the  manner provided in Section 1.06.  Any failure of the Issuer to provide such
notice,  or  any  defect  therein, shall not in any way  impair  or  affect  the
validity of any such supplemental indenture.

                                  ARTICLE NINE
                                        
                        MEETINGS OF HOLDERS OF SECURITIES

                         SECTION  9.01.   Purposes for  Which  Meetings  May  Be
                         Called.

           A meeting of Holders of Securities may be called at any time and from
time  to  time pursuant to this Article Nine to make, give or take any  request,
demand,  authorization,  direction, notice,  consent,  waiver  or  other  action
provided by this Indenture to be made, given or taken by Holders of Securities.

          SECTION 9.02.  Call, Notice and Place of Meetings.

           (a)   The  Trustee  may  at any time call a  meeting  of  Holders  of
Securities  for any purpose specified in Section 9.01, to be held on a  Business
Day  at  such  time and at such place in the city in which the  Corporate  Trust
Office  of  the  Trustee is located or in such other place as the Trustee  shall
determine.  Notice of every meeting of Holders of Securities, setting forth  the
time  and the place of such meeting and in general terms the action proposed  to
be  taken  at  such meeting, shall be given, in the manner provided  in  Section
1.06,  not  less than 10 nor more than 60 days prior to the date fixed  for  the
meeting.   The  Trustee  may fix, in advance, a date  as  the  record  date  for
determining the Holders entitled to notice of and the Holders entitled  to  vote
at  any  such meeting not less than 20 nor more than 70 days prior to  the  date
fixed for such meeting.

           (b)  In case at any time the Issuer or the Holders of at least 10% in
principal amount of the Securities Outstanding shall have requested the  Trustee
to  call  a  meeting of the Holders of Securities for any purpose  specified  in
Section  9.01, by written request setting forth in reasonable detail the  action
proposed to be taken at the meeting and the proposed date of such meeting (which
shall  be  a Business Day not less than 20 nor more than 65 days from  the  date
such  request is delivered to the Trustee), and the Trustee shall not have given
notice of such meeting within 10 days after receipt of such request or shall not
thereafter proceed to cause the meeting to be held as provided herein, then  the
Issuer  or  the Holders of Securities Outstanding in the amount above specified,
as  the  case may be, may determine the time and the place in the city in  which
the  Corporate Trust Office of the Trustee is located, or in such  other  place,
for  such  meeting and may call such meeting for such purposes by giving  notice
thereof as provided in Section 9.02(a).



          SECTION 9.03.  Persons Entitled to Vote at Meetings.

           To  be  entitled to vote at any meeting of Holders of  Securities,  a
Person shall be (1) a Holder of one or more Securities Outstanding on the record
date,  or  (2)  a Person appointed by an instrument in writing as  proxy  for  a
Holder  or  Holders  of one or more Securities Outstanding  by  such  Holder  or
Holders  on  the  record date.  The only Persons who shall  be  entitled  to  be
present  or to speak at any meeting of Holders shall be the Persons entitled  to
vote  at such meeting and their counsel, any representatives of the Trustee  and
its counsel and any representatives of the Issuer and its counsel.

          SECTION 9.04.  Quorum; Action.

           The  Persons entitled to vote a majority in principal amount  of  the
Securities Outstanding shall constitute a quorum for the taking of any action at
a  meeting  of  Holders of Securities.  In the absence of any quorum  within  30
minutes  of  the  time  appointed for any such meeting, the  meeting  shall,  if
convened  at  the  request of the Holders of Securities, be dissolved.   In  any
other  case, the meeting may be adjourned for a period of not less than 10  days
as  determined by the chairman of the meeting, who is to be elected pursuant  to
Section  9.05 hereof, prior to the adjournment of such meeting.  In the  absence
of  a  quorum at the reconvening of any such adjourned meeting, such  reconvened
meeting  may  be  further adjourned for a period of not less  than  10  days  as
determined  by  the  chairman of the meeting, who is to be elected  pursuant  to
Section  9.05  hereof,  prior  to the adjournment of  such  reconvened  meeting.
Notice of the reconvening of any adjourned meeting shall be given as provided in
Section 9.02(a), except that such notice shall be given not less than five  days
prior to the date on which the meeting is scheduled to be reconvened.  Notice of
the reconvening of an adjourned meeting shall state expressly the percentage  of
the  principal  amount of the Securities Outstanding which  shall  constitute  a
quorum.

           Subject to the foregoing, at the reconvening of any meeting adjourned
for  a lack of a quorum the Persons entitled to vote 25% in principal amount  of
the  Securities Outstanding at the time shall constitute a quorum for the taking
of any action set forth in the notice of the original meeting.

           At  a meeting or an adjourned meeting duly reconvened and at which  a
quorum  is present as aforesaid, any resolution and all matters (except a matter
as to which the vote or Act of the Holders of a greater percent of the principal
amount  of  Securities  Outstanding is required  by  this  Indenture  including,
without limitation, Section 8.02 hereof) shall be effectively passed and decided
if passed or decided by the Persons entitled to vote 66-2/3% in principal amount
of Securities Outstanding represented and voting at such meeting.

           Any resolution passed or decision taken at any meeting of Holders  of
Securities  duly held in accordance with this Section 9.04 shall be  binding  on
all  the  Holders  of Securities, whether or not present or represented  at  the
meeting.


                         SECTION  9.05.  Determination of Voting Rights; Conduct
                         and Adjournment of Meetings.

           (a)   Notwithstanding  any other provisions of  this  Indenture,  the
Trustee  may make such reasonable regulations as it may deem advisable  for  any
meeting of Holders of Securities in regard to proof of the holding of Securities
and of the appointment of proxies and in regard to the appointment and duties of
inspectors of votes, the submission and examination of proxies, certificates and
other  evidence  of  the  right to vote, and such other matters  concerning  the
conduct  of  the  meeting  as it shall deem appropriate.   Except  as  otherwise
permitted  or required by any such regulations, the holding of Securities  shall
be  proved  in the manner specified in Section 1.04 and the appointment  of  any
proxy  shall be proved in the manner specified in Section 1.04 or by having  the
signature of the person executing the proxy witnessed or guaranteed by any trust
company,  bank or banker.  Such regulations may provide that written instruments
appointing  proxies, regular on their face, may be presumed  valid  and  genuine
without the proof specified in Section 1.04 or other proof.

           (b)   The  Trustee  shall, by an instrument  in  writing,  appoint  a
temporary chairman of the meeting, unless the meeting shall have been called  by
the Issuer or the Holders of Securities as provided in Section 9.02(b), in which
case  the  Issuer or the Holders of Securities calling the meeting, as the  case
may be, shall in like manner appoint a temporary chairman.  A permanent chairman
and a permanent secretary of the meeting shall be elected by vote of the Persons
entitled  to  vote a majority in principal amount of the Securities  Outstanding
represented at the meeting.

          (c)  At any meeting each Person entitled to vote at such meeting shall
be  entitled to one vote for each $1,000 principal amount of Securities held  or
represented  by such Person; provided, however, that no vote shall  be  cast  or
counted  at any meeting in respect of any Security challenged as not Outstanding
and ruled by the chairman of the meeting to be not Outstanding.  The chairman of
the  meeting  shall have no right to vote, except as a Holder of a  Security  or
proxy.

           (d)   Any  meeting of Holders of Securities duly called  pursuant  to
Section 9.02 at which a quorum is present may be adjourned from time to time  by
Persons  entitled  to  vote  a majority in principal amount  of  the  Securities
Outstanding  represented  at the meeting; and the meeting  may  be  held  as  so
adjourned without further notice.

                         SECTION  9.06.  Counting Votes and Recording Action  of
                         Meetings.

           The  vote upon any resolution submitted to any meeting of Holders  of
Securities  shall  be  by  written ballots on  which  shall  be  subscribed  the
signatures of the Holders of Securities or of their representatives by proxy and
the principal amounts and identifying numbers of the Securities Outstanding held
or represented by them.  The permanent chairman of the meeting shall appoint two
inspectors of votes who shall count all votes cast at the meeting for or against
any  resolution  and who shall make and file with the secretary of  the  meeting
their verified written reports in duplicate of all votes cast at the meeting.  A
record, at least in duplicate, of the proceedings of each meeting of Holders  of
Securities shall be prepared by the secretary of the meeting and there shall  be
attached to said record the original reports of the inspectors of votes  on  any
vote  by  ballot  taken  thereat and affidavits by one or  more  persons  having
knowledge  of  the facts setting forth a copy of the notice of the  meeting  and
showing  that  said  notice  was  given as provided  in  Section  9.02  and,  if
applicable,  Section  9.04.   Each copy shall be  signed  and  verified  by  the
affidavits of the permanent chairman and secretary of the meeting and  one  such
copy shall be delivered to the Issuer and another to the Trustee to be preserved
by  the  Trustee,  the last to have attached thereto the ballots  voted  at  the
meeting.  Any records so signed and verified shall be conclusive evidence of the
matters therein stated.

                                   ARTICLE TEN
                                        
                                    COVENANTS
                                        
                         SECTION  10.01.  Payment  of  Principal  and  Interest;
                         Maintenance of Offices or Agencies.
                         
           The Issuer will duly and punctually pay the principal of and interest
on  the  Securities at the rate or rates, at the respective  times  and  in  the
manner provided in the Securities and in this Indenture, and will make provision
for  such  payments  in  accordance with Section 10.03.  The  final  payment  of
principal  on any Security shall be payable only upon presentation and surrender
of such Security.

           The Issuer will maintain an office or agency in the city in which the
Corporate  Trust  Office  of  the Trustee is located  where  Securities  may  be
presented  or  surrendered  for payment of interest or  principal,  transfer  or
exchange and where notices and demands to or upon the Issuer in respect  of  the
Securities  and  this  Indenture may be served.  The  Issuer  will  give  prompt
written  notice  to  the  Trustee of the location, and  of  any  change  in  the
location,  of each such office or agency.  If at any time the Issuer shall  fail
to  maintain any such office or agency or shall fail to furnish the Trustee with
the address thereof, such presentations, surrenders, notices and demands may  be
made  or  served  at the Corporate Trust Office of the Trustee, and  the  Issuer
hereby  appoints  the  Trustee  its  agent to receive  all  such  presentations,
surrenders, notices and demands.

           The  Issuer hereby appoints the Corporate Trust Office of the Trustee
as  the office where notices and demands to or upon the Issuer in respect of the
Securities  and  this Indenture shall be served and the Trustee as  the  initial
Paying Agent.

          SECTION 10.02. Paying Agent.

           The  Trustee hereby accepts appointment as Paying Agent.  The Trustee
may appoint one or more other Paying Agents or successor Paying Agents.

           Each  Paying Agent, immediately upon such appointment, shall  signify
its  acceptance of the duties and obligations imposed upon it by this  Agreement
by written instrument of acceptance deposited with the Trustee.

           Each  such  Paying  Agent other than the Trustee  shall  execute  and
deliver to the Trustee an instrument in which such Paying Agent shall agree with
the Trustee, subject to the provisions of this Indenture, that such Paying Agent
will:

                     (1)  allocate all sums received for payments to the Holders
               of  Securities  for which it is acting as Paying  Agent  on  each
               Payment  Date  among such Holders in the proportion specified  by
               the Trustee; and
               
                    (2)  hold all sums held by it for the payment of amounts due
               with  respect to the Securities in trust for the benefit  of  the
               Holders  entitled thereto until such sums shall be paid  to  such
               Holders or otherwise disposed of as herein provided and pay  such
               sums to such Persons as herein provided.
               
           Any Paying Agent other than the Trustee may at any time resign and be
discharged of the duties and obligations created by this Agreement by giving  at
least sixty (60) days written notice to the Trustee.  Any such Paying Agent  may
be  removed at any time by an instrument filed with such Paying Agent signed  by
the Trustee.

           In  the event of the resignation or removal of any Paying Agent other
than  the  Trustee,  such Paying Agent shall pay over, assign  and  deliver  any
moneys held by it as Paying Agent to its successor, or if there be no successor,
to the Trustee.

           Upon  the appointment, removal or notice of resignation of any Paying
Agent,  the  Trustee shall notify the Holders of Securities in  accordance  with
Section 1.06.

                         SECTION  10.03. Money for Security Payments to Be  Held
                         in Trust.
                         
           (a)   Not later than the Liquidity Date, the Issuer shall either  (i)
deliver to the Trustee an aggregate principal amount of Deposit Securities  such
that after such delivery, principal and interest payable on or before the Stated
Maturity  in  respect of such Deposit Securities, plus the amount of  Cash  that
will otherwise be available in the Distribution Account and the Reserve Fund  on
such  date,  shall  at least equal the Selected Amount on such  Liquidity  Date,
together with an Officers' Certificate Regarding Deposit Securities in the  form
of  Exhibit G-1 and an Opinion of Counsel in the form of Exhibit C or (ii)  make
other  arrangements  acceptable to each Rating Agency (as evidenced  by  written
confirmation  from each Rating Agency) to deposit on the Business Day  preceding
the  Stated  Maturity an amount of Cash, together with the amount of  Cash  that
will otherwise be available in the Distribution Account and the Reserve Fund  on
the  Stated  Maturity,  at least equal to the Selected  Amount  and  notify  the
Trustee of such arrangements.  Notwithstanding the foregoing, if, as of the 45th
day  preceding the Stated Maturity, the rating by Fitch or Moody's of the  long-
term unsecured debt of NationsBank Corporation has fallen below BBB or Baa2,  as
the  case  may  be, then no later than 30 days before the Stated  Maturity,  the
Issuer must deliver Deposit Securities to the Trustee as described in clause (i)
of  the preceding sentence.  If the Issuer shall fail to take any of the actions
described  in  either of the preceding two sentences, whichever  is  applicable,
within  the  prescribed  period,  the Trustee  shall  liquidate  Collateral,  as
promptly  as possible, to the extent necessary to enable the Issuer  to  pay  an
amount equal to the Selected Amount at the Stated Maturity.

           (b)  Any delivery of Deposit Securities made pursuant to this Section
10.03  shall be held in the Distribution Account for the benefit of the  Persons
entitled to such principal or interest and shall be irrevocable once made  until
the  principal  or  interest becoming due has been duly and punctually  paid  or
otherwise provided for. In the event that the amount of funds made available for
the  payment of principal and interest the Stated Maturity by the prior delivery
of  Deposit Securities pursuant to this Section 10.03 shall exceed the amount of
principal  and interest which is payable on the Stated Maturity, the  difference
between  such  amounts shall be paid to the Issuer by the Trustee  within  three
Business Days after the Stated Maturity.  In the event that the amount of  funds
thus  made available is insufficient for such purpose for any reason, the Issuer
shall nevertheless be obligated to make or otherwise provide for the payment  of
principal and interest on the Stated Maturity in full.

           (c)   In  the event that any Paying Agent other than the Trustee  has
been appointed by the Issuer, the Issuer shall deliver the Deposit Securities as
and  when  required by Section 10.03(a) to such Paying Agent.  The  Issuer  will
cause  any  Paying Agent other than the Trustee to execute and  deliver  to  the
Trustee  an instrument in which such Paying Agent shall agree with the  Trustee,
subject to the provisions of this Section 10.03, that such Paying Agent will:

                 (i)   hold all sums held by it for the payment of the
          principal   of  or  redemption  price  of  or  interest   on
          Securities 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;
          
                 (ii)    give the Trustee notice of any default by the
          Issuer in the making of any payment of principal or interest
          or   of  the  failure  of  the  Issuer  to  deliver  Deposit
          Securities on the Liquidity Date or such other date  as  may
          be required by Section 10.03(a)(ii); and
          
                (iii)   at any time during the continuance of an Event
          of  Default,  upon  the  written  request  of  the  Trustee,
          forthwith  pay to the Trustee all sums so held in  trust  by
          such Paying Agent.
          
           The  Issuer  may  at  any  time, for the  purpose  of  obtaining  the
satisfaction  and discharge of this Indenture or for any other  purpose,  direct
any  such  Paying  Agent to pay to the Trustee all sums held in  trust  by  such
Paying Agent, such sums to be held by the Trustee upon the same trusts as  those
upon  which such sums were held by such Paying Agent; and, upon such payment  by
any  such Paying Agent to the Trustee, such Paying Agent shall be released  from
all further liability with respect to such money.

           (d)   Any  Cash  delivered by the Issuer to the Trustee  pursuant  to
Section  10.03(a) shall be invested by the Trustee as directed  by  an  Issuer's
Request in other Deposit Securities having a maturity date at least one Business
Day  prior  to  the  date  on which the applicable payment  in  respect  of  the
Securities  is  due  and payable. All of the interest and principal  payable  on
Deposit  Securities  shall  be paid directly to the  Trustee,  and  all  Deposit
Securities  shall have a maturity date at least one Business Day  prior  to  the
date  on  which  the relevant payment in respect of the Securities  is  due  and
payable.

           (e)   If  any payment of the principal of or interest on any Security
remains unclaimed for two years after such principal or interest has become  due
and payable, the proceeds of any Deposit Securities delivered to the Trustee  or
any Paying Agent in trust for the payment of such principal or interest shall be
paid  to the Issuer on Request; and the Holder of such Security shall hereafter,
as  an  unsecured general creditor, look only to the Issuer for payment thereof,
and all liability of the Trustee or such Paying Agent with respect to such trust
money,  and  all  liability  of the Issuer as trustee thereof,  shall  thereupon
cease;  provided, however, that the Trustee or such Paying Agent,  before  being
required  to  make any such repayment or redelivery, may at the expense  of  the
Issuer  cause  notice to be given as provided in Section 1.06 that such  payment
remains unclaimed and that, after a date specified therein, which shall  not  be
less  than 30 days from the date of such notice, any unclaimed balance  of  such
Deposit Securities then remaining will be repaid or redelivered to the Issuer.

                         SECTION  10.04.  Warranty of  Title  and  Authority  to
                         Pledge.
                         
           The  Issuer  warrants and agrees that all of the  Collateral  now  or
hereafter subjected to the Lien of this Indenture is or will be, as the case may
be,  owned  by  the  Issuer and pledged by it hereunder free and  clear  of  any
mortgage,  pledge,  security interest, lien, charge or encumbrance,  except  the
Lien  of  this  Indenture, and that it has and will have full power  and  lawful
authority  to  pledge such Collateral and to assign, transfer and  deliver  such
Collateral in the manner and form aforesaid or to cause such Collateral so to be
pledged  and  such Collateral so to be assigned, transferred and delivered.  The
Issuer  hereby does and will forever warrant and defend the title of the Trustee
to  the  Collateral, whether now or hereafter pledged or assigned by the Issuer,
for  the  benefit  of the Holders of Securities against the  lawful  claims  and
demands of all Persons whomsoever.

          SECTION 10.05. Protection of Lien.

           (a)  The Issuer will do all things and take all actions necessary  to
keep  the  Lien  of this Indenture a first, prior and perfected  lien  upon  the
Collateral on behalf of the Holders of Securities and protect its title  to  the
Collateral  against  loss by reason of any foreclosure or  other  proceeding  to
enforce  any lien prior to or pari passu with the Lien of this Indenture,  other
than the limited prior lien granted to the Trustee pursuant to Section 6.06.

          (b)  The Issuer will:

                  (i)    duly and promptly pay and discharge, or cause
          to  be  paid  and discharged, before they become delinquent,
          all  taxes,  assessments,  governmental  and  other  charges
          lawfully levied, assessed or imposed upon or against any  of
          the Collateral including the income or profits therefrom and
          the  interests of the Trustee and Holders in such Collateral
          or  in any Mortgages securing Mortgage Notes included in the
          Collateral;
          
                 (ii)     duly  observe and conform  in  all  material
          respects  to  all  valid requirements  of  any  governmental
          authority  imposed upon the Issuer relative to  any  of  the
          Collateral, and all covenants, terms and conditions under or
          upon which any part thereof is held;
          
                (iii)    cause  to be paid and discharged  all  lawful
          claims  (including, without limitation, income taxes) which,
          if   unpaid,  might  become  a  lien  or  charge  upon   the
          Collateral; and
          
                 (iv)    collect or cause to be collected all payments
          due on the Collateral, take or cause to be taken appropriate
          action  in connection with defaults thereunder and otherwise
          service  or  cause  to be serviced such Collateral,  all  in
          accordance with the Issuer's customary practices.
          
           Nothing contained in this Section 10.05 shall require the payment  of
any  such tax, assessment, claim, lien or charge or the compliance with any such
requirement (i) so long as the validity, application or amount thereof shall  be
contested  in  good  faith, or (ii) with respect to any  of  the  real  property
covered by any Mortgage.

          SECTION 10.06. Filing; Opinion of Counsel.

           The  Issuer will cause all financing and continuation statements,  if
any,  with respect to this Indenture and all supplemental indentures to be  kept
recorded  and  filed in such manner and in such places, if any, as  may  in  the
opinion  of  counsel for the Issuer be required by law in order to preserve  and
protect the rights of the Holders of the Securities and the Trustee and will pay
all  taxes  and fees incidental thereto. The Issuer will furnish to the  Trustee
concurrently with the execution and delivery of each supplemental indenture,  an
Opinion of Counsel:

                  (i)   that in the opinion of such counsel the Issuer
          has  effected  all  such filings as are  necessary  to  make
          effective  the  lien  intended  to  be  created  hereby  and
          thereby, and reciting the details of such action, or that in
          the  opinion of such counsel no such action is necessary  to
          make effective such lien; and
          
                 (ii)     that  any  other  action  required  by  this
          Indenture to be taken so as to make such lien effective  has
          been taken, and reciting the details of such action, or that
          in  the  opinion  of such counsel no such  other  action  is
          necessary to make such lien effective.
          
           The Issuer will also cause all Collateral assigned to the Trustee  to
be  kept  recorded and filed in such manner and in such places  as  may  in  the
opinion  of  counsel for the Issuer be required by law in order to  protect  and
preserve the rights of the Trustee and the Issuer.

          SECTION 10.07. Further Assurances.

           The  Issuer  will execute and deliver, or cause to  be  executed  and
delivered, all such additional instruments and do, or cause to be done, all such
additional acts as (a) may be necessary or proper, consistent with the  Granting
Clauses  hereof, to carry out the purposes of this Indenture and to make subject
to  the lien hereof any property intended so to be subject, (b) may be necessary
or  proper to transfer and deliver to any successor trustee the estate,  powers,
instruments  and funds held in trust hereunder and to confirm the Lien  of  this
Indenture or the priority thereof, or (c) the Trustee may reasonably request for
any  of  the  foregoing  purposes. The Issuer  will  also  cause  to  be  filed,
registered  or  recorded any instruments of conveyance, transfer, assignment  or
further  assurance in all offices in which such filing, registering or recording
is  necessary  to  the  validity thereof or to give notice thereof.  The  Issuer
hereby  authorizes  the  Trustee  to  file all  such  financing  statements  and
continuation statements as the Trustee may deem necessary or advisable  to  make
or  keep  effective the Lien of this Indenture or the priority thereof  but  the
Trustee shall have absolutely no obligation to make any such filings.

          SECTION 10.08. Advances by Trustee.

           If the Issuer shall fail to perform any of its covenants contained in
this Indenture, the Trustee may (but shall not be obligated to) make advances to
perform the same on behalf of the Issuer, and the Issuer will repay upon  demand
all  sums so advanced, with interest from the date such advances are made to the
date such advances are repaid by the Issuer at the rate of interest borne by the
Securities.  The principal amount of all sums so advanced, but not the  interest
thereon, shall be secured by this Indenture and have priority to the Securities.
No  such advance shall be deemed to relieve the Issuer from any default or Event
of Default hereunder.

                         SECTION  10.09.  Restriction on  Amendment  of  Certain
                         Instruments.
                         
          The Issuer will not enter into any agreement providing for, or consent
to,  any  modification, alteration, supplement or amendment of  any  Collateral,
except  as  provided in this Indenture.  To the extent so permitted, the  Issuer
may  waive  compliance  with provisions in any Government  Securities,  Mortgage
Notes, Mortgages, Deposit Securities or other securities included in the Pledged
Property, either before or after the time when such compliance was required, but
no  such  waiver shall extend to or affect such provisions except to the  extent
expressly waived.

                         SECTION  10.10.  Maintenance of  Books  of  Record  and
                         Account; Financial Statements of the Issuer.
                         
           (a)  The Issuer will keep proper books of record and account in which
full  and  correct entries will be made of its transactions pursuant  hereto  in
accordance  with  generally  accepted accounting principles.   The  Issuer  will
permit  the  Trustee  and its agents, auditors, attorneys and  counsel,  at  all
reasonable  times,  to examine all of the books of record  and  account  of  the
Issuer  and  to  take  copies and extracts therefrom in  such  manner  that  the
business  operations of the Issuer are not unduly disrupted, and will from  time
to  time furnish, or cause to be furnished, to the Trustee such information  and
statements  as  the  Trustee may reasonably request, all as  may  be  reasonably
necessary for the purpose of determining performance or observance by the Issuer
of the covenants, conditions and obligations contained in this Indenture.

           (b)  The Issuer will deliver to the Trustee within 120 days after the
expiration  of  each  fiscal  year of the Issuer, a  consolidated  statement  of
operations for such fiscal year and a consolidated statement of condition of the
Issuer  as of the last day of such fiscal year. Such consolidated statements  of
operations  and  condition shall set forth in reasonable detail the  results  of
operations for the period ended, and the financial condition of the Issuer as at
the  date  thereof,  and shall be accompanied by the report or  opinion  of  the
Independent Accountants who have audited the books of the Issuer for such fiscal
year.

                         SECTION 10.11. Statement as to Compliance and Audit  of
                         Collateral
                         
           (a)  The Issuer will deliver to the Trustee within 120 days after the
end of each fiscal year of the Issuer, an Officers' Certificate stating that:

                     (1)  a review of the activities of the Issuer and
          of the performance by the Issuer under this Indenture during
          such  year  has been made under such Officers'  supervision,
          and
          
                     (2)   to  the  best of such Officers'  knowledge,
          based  on  such  review, the Issuer has  fulfilled  all  its
          obligations under this Indenture throughout such  year,  or,
          if  there has been a default in the fulfillment of any  such
          obligation, specifying each such default known to  them  and
          the nature and status thereof.
          
           (b)   Forthwith upon any officer of the Issuer obtaining  information
causing  him  or  her to believe there exists a default in the  performance,  or
breach, of any covenant of the Issuer contained in this Article Ten, the  Issuer
will  deliver  to  the Trustee an Officers' Certificate specifying  the  nature,
status and period of existence thereof.

          SECTION 10.12. Title Insurance.

           The Issuer agrees that unless an Opinion of Counsel to the effect set
forth  in subclause (ii) of clause (d) of the second paragraph of Clause  Second
of  the Granting Clauses hereof is delivered to the Trustee, the Mortgages  will
be  insured  by  title  insurance  as described  in  the  Officers'  Certificate
delivered pursuant to clause (d) of the second paragraph of Clause Second of the
Granting  Clauses  hereof,  and that the terms of  each  policy  of  such  title
insurance will provide that any assignee (including the Trustee) of the Mortgage
covered by such policy will automatically be an insured thereunder.  If an Event
of  Default shall have occurred and be continuing, the Issuer, upon the  request
of  the  Trustee,  shall deliver or cause to be delivered  to  the  Trustee  all
mortgage title insurance policies that relate to Mortgage Notes included in  the
Pledged Property.

          SECTION 10.13. Fire and Extended Coverage Insurance.

          The Issuer agrees to use its best efforts to cause to be maintained in
regard  to each property covered by a Mortgage insurance against loss or  damage
by  fire and the risks embraced within the term "extended coverage" in an amount
not  less  than  the  maximum insurable value of the improvements  securing  the
related  Mortgage  Note or the principal balance owing on  such  Mortgage  Note,
whichever is less.  All insurance relating to Mortgage Notes shall be payable to
the  Issuer as its interest may appear.  Any proceeds of such insurance received
by  the  Issuer after an Event of Default shall have occurred and be  continuing
shall be received and held by the Issuer in trust and paid to the Trustee.

          SECTION 10.14. Selection of Eligible Mortgage Notes.

           In  selecting Eligible Fixed-Rate Mortgage Notes for inclusion in the
Eligible  Collateral, the Issuer will use its best efforts to  include  Eligible
Fixed-Rate  Mortgage  Notes secured by Eligible Mortgages  with  a  geographical
dispersion  representative, to the extent possible, of the entire  portfolio  of
Eligible  Fixed-Rate Mortgages originated and serviced by NationsBanc  Mortgage.
In  selecting  Eligible  Adjustable-Rate Mortgage Notes  for  inclusion  in  the
Eligible  Collateral, the Issuer will use its best efforts to  include  Eligible
Adjustable-Rate Mortgage Notes secured by Eligible Mortgages with a geographical
dispersion  representative, to the extent possible, of the entire  portfolio  of
Eligible  Adjustable-Rate  Mortgages  originated  and  serviced  by  NationsBanc
Mortgage.

                         SECTION   10.15.  Notice  to  Trustee  of   Change   in
                         Regulations.
                         
           The  Issuer  will  notify the Trustee within  60  days  of  any  law,
regulation, rule or order instituted that could affect the ability of the Issuer
to pledge additional Collateral.

                         SECTION  10.16.  Notices  and  Copies  of  Supplemental
                         Indentures, Collateral Reports and Accountants' Letters
                         to Rating Agencies.
                         
           The  Trustee  shall give each Rating Agency notice of  the  following
events:  (1) failure of the Trustee to obtain two bid prices for any  Collateral
as  to  which the definition of Market Value specifies that such bid  prices  be
obtained and (2) mandatory redemption of the Securities; provided, however, that
there shall be no liability of the Trustee for failure to do so.

           The Trustee shall also provide each Rating Agency with a copy of each
Supplemental  Indenture  and  each Collateral  Report  and  Accountants'  Letter
delivered pursuant to this Indenture; provided, however, that there shall be  no
liability of the Trustee for failure to do so.

          SECTION 10.17. Covenants Regarding Issuer's Business.

           For  so  long as any Securities are Outstanding, the Issuer will  not
engage in any business other than (i) issuing and selling the Securities and the
separate series of similar securities under separate indentures similar to  this
Indenture  as  contemplated  by Issuer's Registration  Statement  on  Form  S-3,
declared  effective  by the Commission on September 28,  1994,  as  amended,  or
subsequent  similar registration statements filed by the Issuer, and  acquiring,
owning,  holding  and  pledging  the  related  pledged  property  in  connection
therewith, (ii) issuing and selling certain subordinated indebtedness and  (iii)
engaging  in  other activities which are necessary, suitable  or  convenient  to
accomplish the foregoing or are incidental thereto or connected therewith.



                                 ARTICLE ELEVEN
                                        
                            REDEMPTION OF SECURITIES
                                        
                         SECTION  11.01. Mandatory Redemption Due to Failure  to
                         Meet Basic Maintenance Amount.
                         
           (a)   The Securities are subject to mandatory redemption in  part  in
accordance with this Section 11.01 and the other sections of this Article Eleven
in  the  event that the Discounted Value of the Eligible Collateral included  in
Pledged  Property,  as determined by the Trustee pursuant to Section  4.06  with
respect to any Regular Valuation Date, is less than the Basic Maintenance Amount
and  the  Issuer  is  unable  by the Cure Date, to  pledge  additional  Eligible
Collateral  and/or substitute Eligible Collateral and/or deliver to the  Trustee
for  cancellation thereof Securities repurchased by the Issuer or by one of  its
Affiliates  in a principal amount sufficient to render the Discounted  Value  of
the Eligible Collateral included in Pledged Property at least equal to the Basic
Maintenance  Amount.  Notwithstanding the foregoing, if the report  prepared  by
the Trustee with respect to any Regular Valuation Date immediately following the
Cure  Date and prior to the date on which the Trustee gives notice of redemption
to  the Holders shows that the Discounted Value of the Eligible Collateral is at
least  equal to the Basic Maintenance Amount as of such Regular Valuation  Date,
the  Issuer  shall  not  be  required to make  a  mandatory  redemption  of  the
Securities.

           Any such mandatory partial redemption shall require the redemption of
Securities  in  an  aggregate principal amount that is  the  smallest  principal
amount  (rounded  to  the  next  higher integral  multiple  of  $1,000)  of  the
Securities necessary in order (i) to bring the Discounted Value of the  Eligible
Collateral included in Pledged Property (determined as of the Regular  Valuation
Date immediately preceding the date on which the Trustee gives written notice of
redemption  to the Holders) to the Basic Maintenance Amount as of  the  date  on
which  such  calculation  is being made (as adjusted  to  give  effect  to  such
redemption),  after  giving  effect to (A) the  pledge  of  additional  Eligible
Collateral,  (B)  the  delivery to the Trustee for  cancellation  of  Securities
repurchased by the Issuer or an Affiliate, and (C) such redemption and  (ii)  to
permit  the  delivery  of the Collateral Report by the Trustee  as  required  by
Section 11.01(b).  Any such mandatory redemption shall be made at the Redemption
Price, on a Redemption Date within 30 days after the applicable Cure Date, which
Redemption  Date  shall be selected by the Trustee after consultation  with  the
Issuer.

           (b)  On each Redemption Date with respect to a redemption pursuant to
this Section 11.01, the Issuer shall deliver to the Trustee a Collateral Report,
dated  as of such Redemption Date, which Collateral Report shall show that after
giving  effect to the redemption of Securities pursuant to this Article  Eleven,
and  to  any  other actions taken by the Issuer pursuant to Section  11.01,  the
Discounted  Value  of the Eligible Collateral included in the  Pledged  Property
(determined  at the option of the Issuer as of the prior Valuation Date  or  the
Cure Valuation Date) is equal to or greater than the Basic Maintenance Amount as
of the Prior Valuation Date (as adjusted to give effect to such redemption).

          SECTION 11.02. Selection of Securities to Be Redeemed.

           Selection  of  the Securities to be redeemed shall be  made  in  such
manner as the Trustee deems fair and reasonable, the particular Securities to be
redeemed  to  be selected by the Trustee not more than 12 or less  than  7  days
prior  to  the Redemption Date in the case of a redemption pursuant  to  Section
11.01,  from the Outstanding Securities not previously called for redemption  by
lot  or  pro  rata or by such other methods as the Trustee shall deem  fair  and
appropriate;  provided, that the Trustee shall select Securities for  redemption
in  such  manner that no single Security to be Outstanding following  redemption
shall be in a denomination of less than $100,000.  The Trustee shall notify  the
Issuer in writing of the Securities selected for redemption and, in the case  of
any  Securities  selected for partial redemption, the  principal  amount  to  be
redeemed,  on  the  same  day on which the Holders  of  the  Securities  are  so
notified.

           For  all  purposes  of this Indenture, unless the  context  otherwise
requires, all provisions relating to the redemption of Securities shall  relate,
in  the  case  of any Security redeemed or to be redeemed only in part,  to  the
portion of the principal of such Security which has been or is to be redeemed.

          SECTION 11.03. Notice of Redemption.

           Notice of redemption shall be given in the manner provided in Section
1.06 to the Holders of Securities to be redeemed.  Notice of redemption pursuant
to  Section 11.01 shall be given not more than 10 nor less than 5 days prior  to
the Redemption Date.

          All notices of redemption shall state:

                    (1) the Redemption Date;
          
                    (2) the Redemption Price;
          
                     (3)  that  on the Redemption Date the  Redemption
          Price will become due and payable upon each such Security to
          be redeemed, and that interest thereon shall cease to accrue
          on and after said date;
          
                     (4)  the  place where such Securities are  to  be
          surrendered for payment of the Redemption Price; and
          
                      (5)   the  identification  (and  the  respective
          principal amounts) of the Securities to be redeemed.
          
          Notice of redemption of Securities shall be given by the Issuer or, at
the  Issuer's Request, by the Trustee in the name of and at the expense  of  the
Issuer.

          SECTION 11.04. Securities Payable on Redemption Date.

           (a)  Notice of redemption having been given as aforesaid, each of the
Securities called for redemption shall, on the Redemption Date, become  due  and
payable  at  the Redemption Price therein specified upon surrender of  any  such
Security  in  accordance with said notice.  From and after the  Redemption  Date
(unless  the  Issuer shall default in the payment of the Redemption Price),  the
principal  amount of the Securities called for redemption shall  cease  to  bear
interest  and, except as set forth in Section 11.04(b), the only  right  of  the
Holders of such Securities shall be to receive payment of the Redemption Price.

           (b)  The Issuer shall execute and the Trustee shall authenticate  and
deliver to the Holder of any Security that is to be redeemed in part only a  new
Security  or Securities, as requested by such Holder, in authorized denomination
and in an aggregate principal amount equal to and in exchange for the unredeemed
portion,  if any, of the Security surrendered for redemption.  Such new Security
or  Securities shall continue to bear interest at the interest rate borne by the
Securities, until the principal thereof shall be paid.

           (c)   If  any Security called for redemption shall not be  paid  upon
surrender thereof for redemption, the principal thereof shall, until paid,  bear
interest from the Redemption Date at the rate borne by the Security.

                         SECTION 11.05. Liquidation of Collateral in Respect  of
                         Redemption.
                         
           Immediately  after  receiving notice of any  redemption  pursuant  to
Section  11.01, the Trustee shall liquidate Collateral, as promptly as possible,
to  the extent necessary to enable the Issuer to pay on the Redemption Date  the
aggregate  Redemption Price of all of the Securities required to be redeemed  on
such  Redemption Date; provided, that the Trustee will not do so if concurrently
with  such  notice the Issuer delivers Deposit Securities to the Trustee  in  an
amount  sufficient to provide for full payment of the Redemption  Price  of  the
Bonds required to be redeemed.

                                 ARTICLE TWELVE
                                        
                SECURITYHOLDERS' LISTS AND REPORTING REQUIREMENTS
                                        
           The  following provisions of this Article Twelve are all  subject  to
Section 12.05.

                         SECTION  12.01.  Issuer To Furnish  Trustee  Names  and
                         Addresses of Securityholders.
                         
           The  Issuer will furnish or cause to be furnished to the Trustee  (a)
not  more  than  five days after each Regular Record Date with  respect  to  the
Securities, a list, in such form as the Trustee may reasonably require,  of  the
names  and addresses of the Holders of the Securities as of such Regular  Record
Date  and (b) at such other times as the 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  Trustee  is  the  Security
Registrar, no such list shall be required to be furnished.

                         SECTION    12.02.    Preservation    of    Information;
                         Communications to Securityholders.
                         
          (a)  The Trustee shall preserve, in as current a form as is reasonably
practicable,  the names and addresses of the Holders of Securities contained  in
the  most  recent  list furnished to the Trustee as provided  in  Section  12.01
hereof  and  the  names and addresses of Holders of Securities received  by  the
Trustee in its capacity as Security Registrar.  The Trustee may destroy any list
furnished to it as provided in such Section 12.01 upon receipt of a new list  so
furnished.

           (b)   If three or more Holders of Securities ("applicants") apply  in
writing  to the Trustee, and furnish to the Trustee reasonable proof  that  each
such  applicant  has  owned  a Security for a period  of  at  least  six  months
preceding  the  date of such application and such application  states  that  the
applicants  desire to communicate with other Holders of Securities or  with  the
Holders  of all Securities with respect to their rights under this Indenture  or
under such Securities and is accompanied by a copy of the form of proxy or other
communication which such applicants propose to transmit, then the Trustee shall,
within  five  Business  Days  after the receipt  of  such  application,  at  its
election, either:

               (i)    afford such applicants access to the information
          preserved  at  the  time by the Trustee in  accordance  with
          Subsection (a) of this Section, or
          
              (ii)    inform  such  applicants as to  the  approximate
          number  of  Holders of Securities whose names and  addresses
          appear  in  the  information preserved at the  time  by  the
          Trustee  in accordance with Subsection (a) of this  Section,
          and   as  to  the  approximate  cost  of  mailing  to   such
          Securityholders the form of proxy or other communication, if
          any, specified in such application.
          
           If  the  Trustee shall elect not to afford such applicants access  to
such   information,  the  Trustee  shall,  upon  the  written  request  of  such
applicants,  mail to each Securityholder whose name and address  appear  in  the
information  preserved at the time by the Trustee in accordance with  Subsection
(a) of this Section, a copy of the form of proxy or other communication which is
specified  in  such request, with reasonable promptness after a  tender  to  the
Trustee  of  the  material to be mailed and of payment,  or  provision  for  the
payment,  of the reasonable expenses of mailing, unless within five  days  after
such  tender,  the  Trustee  shall mail to such applicants  and  file  with  the
Commission,  together  with  a copy of the material  to  be  mailed,  a  written
statement to the effect that, in the opinion of the Trustee, such mailing  would
be  contrary to the best interests of the Holders of Securities or would  be  in
violation of applicable law.  Such written statement shall specify the basis  of
such  opinion.   If  the Commission, after opportunity for a  hearing  upon  the
objections  specified in the written statement so filed, shall  enter  an  order
refusing  to sustain any of such objections or if, after the entry of  an  order
sustaining  one  or  more of such objections, the Commission shall  find,  after
notice  and  opportunity for hearing, that all the objections so sustained  have
been met and shall enter an order so declaring, the Trustee shall mail copies of
such  material to all such Securityholders with reasonable promptness after  the
entry  of such order and the renewal of such tender; otherwise the Trustee shall
be  relieved  of  any  obligation or duty to such  applicants  respecting  their
application.

           (c)   Every Holder of Securities, by receiving and holding the  same,
agrees  with the Issuer and the Trustee that neither the Issuer nor the  Trustee
shall be held accountable by reason of the disclosure of any such information as
to  the  names  and  addresses of the Holders of Securities in  accordance  with
Subsection  (b) of this Section 12.02, regardless of the source from which  such
information  was derived, and that the Trustee shall not be held accountable  by
reason  of mailing any material pursuant to a request made under Subsection  (b)
of this Section 12.02.

                         SECTION 12.03. Reports by Trustee.
                         
           (a)   Within  60 days after December 31 of each year commencing  with
December 31, 1997, the Trustee shall transmit by mail to the Securityholders, as
their  names and addresses then appear in the Security Register, a brief  report
dated as of December 31 ("reporting date") with respect to each of the following
events;  provided,  however,  that if no such  event  has  occurred  within  the
previous twelve months (or within the period since the Closing Date, in the case
of the first such report) no report need be transmitted:

                     (1)   any  change  to  its  eligibility  and  its
          qualifications under Section 6.07 hereof, including a report
          with respect to the creation of or any material change to  a
          relationship  specified in paragraph  (1)  through  (10)  of
          Section  310(b) of the TIA, or in lieu thereof,  if  to  the
          best  of  its knowledge it has continued to be eligible  and
          qualified under said Sections, a written Statement  to  such
          effect;
          
                    (2)  the character and amount of any advances (and
          if  the  Trustee  elects  so  to  state,  the  circumstances
          surrounding  the  making thereof) made by  the  Trustee  (as
          such) which remain unpaid on the reporting date, and for the
          reimbursement  of which it claims or may  claim  a  lien  or
          charge,  prior  to that of the Securities,  on  the  Pledged
          Property or on any property or funds held or collected by it
          as  Trustee,  except that the Trustee shall not be  required
          (but may elect) to report such advances if such advances  so
          remaining  unpaid aggregate not more than 1/2 of 1%  of  the
          principal  amount  of  the  Securities  Outstanding  on  the
          reporting date;
          
                     (3)   the amount, interest rate and maturity date
          of  all  other indebtedness owing by the Issuer (or  by  any
          other  obligor  on  the Securities) to the  Trustee  in  its
          individual  capacity on the reporting  date,  with  a  brief
          description  of  any  property held as  collateral  security
          therefor,  except  an  indebtedness based  upon  a  creditor
          relationship  arising  in any manner  described  in  Section
          311(b) of the TIA;
          
                    (4)  any change to the property and funds, if any,
          physically in the possession of the Trustee as such  on  the
          reporting date;
          
                     (5)  any release, or release and substitution, of
          property  subject  to the Lien of this  Indenture  (and  the
          consideration  therefor, if any) which the Trustee  has  not
          previously reported; and
          
                     (6)   any  action  taken by the  Trustee  in  the
          performance  of  its  duties  hereunder  which  it  has  not
          previously  reported  and which in  its  opinion  materially
          affects the Securities or the Pledged Property.
          
           (b)   The  Trustee shall transmit by mail to all Securityholders,  as
their  names  and addresses appear in the Security Register a brief report  with
respect to (i) the release, or release and substitution, of property subject  to
the  Lien of this Indenture (and consideration therefor if any) unless the  fair
value  of  such  property  is  less than 10% of  the  principal  amount  of  the
Securities Outstanding at the time of such release, or such release and substitu
tion,  such report to be transmitted within 90 days of such time, and  (ii)  the
character and amount of any advances (and if the Trustee elects so to state, the
circumstances  surrounding the making thereof) made by  the  Trustee  (as  such)
since the date of the last report transmitted pursuant to Subsection (a) of this
Section 12.03 (or if no such report has yet be so transmitted, since the Closing
Date)  for  the reimbursement of which it claims or may claim a lien or  charge,
prior to that of the Securities, on property or funds held or collected by it as
Trustee,  and which it has not previously reported pursuant to this  Subsection,
except  that  the Trustee shall not be required (but may elect) to  report  such
advances if such advances remaining unpaid at any time aggregate 10% or less  of
the principal amount of the Securities Outstanding at such time, such report  to
be  transmitted  within  90  days of such time.  For purposes  of  this  Section
12.03(b)  and for purposes of Section 1.02(b) hereof, the term "fair value,"  as
that  term  may relate to the Collateral, shall be deemed to mean the Discounted
Value of such Collateral at the time of determination.

           (c)   A  copy  of  each  such  report shall,  at  the  time  of  such
transmission  to  Securityholders, be filed by the Trustee with each  securities
exchange  upon  which the Securities are listed, and also with  the  Commission.
The  Issuer  will  notify  the Trustee when the Securities  are  listed  on  any
securities exchange.

           (d)   The  Trustee  shall report to the Issuer with  respect  to  the
balance in the Distribution Account and the Reserve Fund, the identities of  the
investments  included therein, and the aggregate principal amount of Outstanding
Securities as the Issuer may from time to time request.

                         SECTION 12.04. Reports by Issuer.
                         
          (a)  The Issuer shall:

                     (1)   file with the Trustee, within 15 days after
          the Issuer is required to file the same with the Commission,
          copies  of  the  annual  reports  and  of  the  information,
          documents  and other reports (or copies of such portions  of
          any of the foregoing as the Commission may from time to time
          by  rules and regulations prescribe) which the Issuer may be
          required to file with the Commission pursuant to Section  13
          or  15(d)  of  the Exchange Act; or, if the  Issuer  is  not
          required  to file information, documents or reports pursuant
          to  either  of  said sections, then it will  file  with  the
          Trustee  and  the Commission, in accordance with  rules  and
          regulations  prescribed from time to time by the Commission,
          such   of   the   supplementary  and  periodic  information,
          documents  and  reports which may be  required  pursuant  to
          Section  13  of  the Exchange Act in respect of  a  security
          listed  and registered on a national securities exchange  as
          may  be  prescribed  from time to time  in  such  rules  and
          regulations;
          
                     (2)  file with the Trustee and the Commission  in
          accordance with rules and regulations prescribed  from  time
          to  time  by  the  Commission, such additional  information,
          documents  and  reports with respect to  compliance  by  the
          Issuer  with the conditions and covenants of this  Indenture
          as  may  be  required from time to time by  such  rules  and
          regulations;
          
                     (3)   transmit by mail to all Securityholders  as
          their  names and addresses appear in the Security  Register,
          or  in the list of Securityholders most recently provided to
          the Trustee by the Issuer under Section 12.01 hereof, within
          30  days  after  the filing thereof with the  Trustee,  such
          summaries of any information, documents and reports required
          to be filed by the Issuer pursuant to clauses (1) and (2) of
          this  Section  as  may be required by rules and  regulations
          prescribed from time to time by the Commission;
          
                      (4)    transmit  by  mail  to  all  Holders   of
          Securities,  as  their  names and addresses  appear  in  the
          Security  Register, within 120 days after the  end  of  each
          fiscal  year  of the Issuer commencing with the fiscal  year
          ending  December 31, 1997, (i) an audited balance  sheet  of
          the  Issuer as of the last day of the preceding fiscal  year
          and  (ii) a statement setting forth the aggregate Discounted
          Value of all Eligible Collateral securing the Securities  on
          the last day of the preceding fiscal year; and
          
                     (5)   deliver  or  cause to be delivered  to  the
          Trustee,  on  or before January 31 of each year,  commencing
          with  January 31, 1998, an Opinion of Counsel either stating
          that  in  the opinion of such counsel such action  has  been
          taken  with  respect to the recording, filing,  re-recording
          and  re-filing of this Indenture as is necessary to maintain
          the  Lien of the Indenture, and reciting the details of such
          action,  or  stating that in the opinion of such counsel  no
          action  is necessary to maintain such lien until February  1
          in the following year.
          
           (b)   The fiscal year of the Issuer shall end on December 31 of  each
year.   The  Issuer  shall promptly notify the Trustee  of  any  change  in  the
Issuer's fiscal year.

                         SECTION 12.05. Provisions of this Article Superseded
                              By Trust Indenture Act.
                         
           The  Provisions of this Article Twelve are all intended to facilitate
compliance with the requirements of the TIA as in effect on the date hereof, and
shall  be deemed superseded by any modifications or changes to such requirements
(to  expand  such  requirements  to eliminate such  requirements  or  otherwise)
effected  by  amendment to the TIA, by regulation, by rule  or  by  judicial  or
administrative decision.  The provisions of this Article Twelve shall not at any
time  impose  upon  any Person obligated under this Article Twelve  any  greater
reporting obligation with respect to the matters covered by this Article  Twelve
than  the  reporting obligation with respect to such matters imposed  upon  such
Person by the TIA as in effect with respect to such time.

                         SECTION 12.06. Luxembourg Reports and Notices.
                         
           So  long  as  the Securities shall be listed on the Luxembourg  Stock
Exchange or an application for such a listing shall be pending:

           (a)   Promptly after the determination of the interest  rate  on  the
Securities applicable to each Interest Period pursuant to Section 2.01  (and  in
no  event  later than the first day of such Interest Period), the Trustee  shall
give  notice  of such interest rate, the related Interest Payment Date  and  the
amount  of  interest payable on the Bonds on such Interest Payment Date  to  the
Listing Agent and the Luxembourg Stock Exchange.

           (b)  The Issuer shall provide to the Listing Agent a copy of (i)  its
declaration of trust and by-laws, and any amendments to such documents, (ii) any
report  filed  by  the Issuer with the Commission, and (iii) the  quarterly  and
annual  financial  statements of NationsBank Corporation (commencing  with  such
statements  for the period ending March 31, 1997 and the period ending  December
31, 1997, respectively).

          (c)  The Issuer or the Trustee, as applicable, shall cause to be given
to  the  Listing  Agent a copy of any notice by or on behalf of such  Person  to
Securityholders under this Indenture.

           (d)  Upon request to the Trustee, the Trustee shall cause to be given
to  the  Listing Agent a copy of the Trustee's periodic Valuation Date  reports,
together with any letters from a firm of independent accountants.

                                ARTICLE THIRTEEN
                                        
                           SATISFACTION AND DISCHARGE
                                        
                         SECTION 13.01. Satisfaction and Discharge of Indenture.
                         
           (a)  This Indenture shall cease to be of further effect (except as to
any  surviving  rights  of registration of transfer or  exchange  of  Securities
herein  expressly provided for) and the Trustee shall, on demand of and  at  the
expense of the Issuer, execute proper instruments acknowledging satisfaction and
discharge of this Indenture, when

                         (i)  either
          
                     (1)  all Securities theretofore authenticated and
          delivered  (other  than  (A)  Securities  which  have   been
          destroyed,  lost or stolen and which have been  replaced  or
          paid  as  provided in Section 2.09, and (B)  Securities  for
          whose  payment  Deposit  Securities  have  theretofore  been
          delivered  in trust or segregated and held in trust  by  the
          Trustee as provided in Section 10.03) have been delivered to
          the Trustee for cancellation; or
          
                    (2)  all such Securities not theretofore delivered
          to the Trustee for cancellation
          
          
                              (A)  have become due and payable, or
               
                               (B)   will  become due and  payable  at
               their Stated Maturity within six months,
               
               and the Issuer, in the case of (2)(A) or (B) above, has
          deposited or caused to be delivered to the Trustee in  trust
          an  amount  of  Deposit Securities (which, in  the  case  of
          (2)(B)  above, shall be limited to Cash and/or  non-callable
          Government  Securities within the meaning of clause  (b)  of
          the  definition of "Deposit Securities") sufficient  to  pay
          and  discharge the entire indebtedness on the Securities not
          theretofore  delivered to the Trustee for cancellation,  for
          (x) in the case of Securities described by (2)(A), principal
          and  interest to the date of such deposit at the  applicable
          rate or rates calculated in accordance with Section 2.01  or
          (y) in the case of Securities described by (2)(B), principal
          and  interest to the Stated Maturity at the Maximum Interest
          Rate, unless such Securities will become due and payable  at
          their  Stated Maturity within 30 days, in which case at  the
          rate calculated in accordance with Section 2.01;
          
                         (ii) The Issuer has paid or caused to be paid
          all other sums payable hereunder by the Issuer; and
          
                          (iii)      The Issuer has delivered  to  the
          Trustee  an Officers' Certificate substantially in the  form
          of  Exhibit G-1 or G-2 (with appropriate modifications)  and
          an  Opinion  of  Counsel, each stating that  all  conditions
          precedent  herein provided for relating to the  satisfaction
          and discharge of this Indenture have been complied with.
          
                Notwithstanding the satisfaction and discharge of this
          Indenture,  the  obligations of the Issuer  to  the  Trustee
          under  Section 6.06 shall survive and, if Deposit Securities
          shall  have  been  delivered  to  the  Trustee  pursuant  to
          subclause  (B)  of  Clause (2) of this  Section  13.01,  the
          obligations of the Trustee under Section 13.02 and the  last
          paragraph of Section 10.03 shall survive.
          
           (b)   The Trustee shall give notice of the satisfaction and discharge
of this Indenture to each Rating Agency.

          SECTION 13.02. Application of Trust.

           Subject  to  the provisions of Section 13.04, all Deposit  Securities
delivered  to  the  Trustee pursuant to Section 13.01 shall be  segregated  from
other  trust funds and held in a separate trust and the cash payable in  respect
thereof  shall  be  applied  by it, in accordance with  the  provisions  of  the
Securities and this Indenture, to the payment, to the Persons entitled  thereto,
of  the  principal and interest for whose payment Deposit Securities  have  been
delivered  to  the Trustee; but such Deposit Securities need not  be  segregated
except to the extent required by law, but shall be separately identified on  the
records of accounts maintained by the Trustee. Any cash delivered by the  Issuer
to  the  Trustee  pursuant to this Article Thirteen, or otherwise  held  by  the
Trustee in respect of this Article Thirteen shall be invested by the Trustee  as
directed by the Issuer's Request in other Deposit Securities (which, in the case
of Cash delivered to the Trustee pursuant to Section 13.01(a)(i)(2)(B), shall be
limited  to non-callable Government Securities within the meaning of clause  (b)
of  the definition of "Deposit Securities") having a maturity on or prior to the
date on which the payment in respect of the Securities is due and payable.

          SECTION 13.03. Termination of Lien.

           If  this  Indenture  is discharged in accordance  with  this  Article
Thirteen,  the  Lien of this Indenture in respect of the Pledged Property  shall
cease,  and  become null and void (except the rights, obligations and immunities
of  the  Trustee hereunder), and the Trustee, on demand of and at the  cost  and
expense  of  the Issuer, shall, in a manner similar to the manner in  which  the
Issuer delivered such Pledged Property to the Trustee, execute and deliver  such
instruments  of  assignment,  transfer,  release,  discharge,  termination   and
satisfaction as may be reasonably requested by the Issuer in order to remove the
Lien  of this Indenture from the Pledged Property and to evidence properly  such
action,  and forthwith the estate, right, title and interest of the  Trustee  in
and  to  the Pledged Property, any Securities, cash and other personal  property
held  by  it  under  this  Indenture as a part of  the  Pledged  Property  shall
thereupon  cease, and become null and void, and the Trustee shall, in  a  manner
similar to the manner in which the Issuer delivered such Pledged Property to the
Trustee  in such case transfer, deliver and pay the same to the Issuer  or  upon
the Issuer's Order.

                         SECTION  13.04.  Repayment of  Moneys  Held  by  Paying
                         Agent.
                         
           In  connection with the satisfaction and discharge of this Indenture,
all  moneys then held by any Paying Agent (other than moneys payable in  respect
of  Deposit Securities delivered to the Trustee pursuant to Section 13.01) shall
upon  demand  of the Issuer or the Trustee be paid to the Trustee and  thereupon
such  Paying Agent shall be released from all further liability with respect  to
such moneys.

           IN WITNESS WHEREOF, the parties hereto have caused this Indenture  to
be duly executed, all as of the day and year first above written.


                              MAIN PLACE REAL ESTATE INVESTMENT TRUST


                              By:/s/   John E. Mack     
                                 ------------------------------------
                                 Name: John E. Mack
                                 Title:   President
                              


                              FIRST TRUST NATIONAL ASSOCIATION,
                              as Trustee


                              By:/s/    Sheri Christopherson       
                                 -----------------------------------
                                 Name:  Sheri Christopherson
                                 Title:  Vice President