EXHIBIT 4.1


_______________________________________________________________________________






                MELLON HOME EQUITY LINE OF CREDIT TRUST 2001-1

         Home Equity Line of Credit Asset Backed Notes, Series 2001-1




                             _____________________


                                   INDENTURE


                           Dated as of March 1, 2001



                             _____________________


                       WELLS FARGO BANK MINNESOTA, N.A.
                               Indenture Trustee






_______________________________________________________________________________

                               Table of Contents
                                                                          Page
                                                                          ----

                                  ARTICLE I.
                  Definitions and Incorporation by Reference

SECTION 1.1.   Definitions...................................................2
SECTION 1.2.   Incorporation by Reference of the Trust Indenture Act.........2
SECTION 1.3.   Rules of Construction.........................................2
SECTION 1.4.   Action by or Consent of Noteholders...........................3
SECTION 1.5.   Conflict with TIA.............................................3

                                  ARTICLE II.
                                   The Notes

SECTION 2.1.   Form..........................................................3
SECTION 2.2.   Execution, Authentication and Delivery........................3
SECTION 2.3.   Registration; Registration of Transfer and Exchange...........4
SECTION 2.4.   Mutilated, Destroyed, Lost or Stolen Notes....................5
SECTION 2.5.   Persons Deemed Owners.........................................6
SECTION 2.6.   Payment of Principal and Interest; Defaulted Interest.........6
SECTION 2.7.   Cancellation..................................................8
SECTION 2.8.   Release of Trust Estate.......................................8
SECTION 2.9.   Book-Entry Notes..............................................8
SECTION 2.10.  Notices to Clearing Agency....................................9
SECTION 2.11.  Definitive Notes..............................................9

                                 ARTICLE III.
                                   Covenants

SECTION 3.1.   Payment of Principal and Interest............................10
SECTION 3.2.   Maintenance of Office or Agency..............................10
SECTION 3.3.   Money for Payments to be Held in Trust.......................10
SECTION 3.4.   Existence....................................................11
SECTION 3.5.   Protection of Trust Estate...................................11
SECTION 3.6.   Opinions as to Trust Estate..................................12
SECTION 3.7.   Performance of Obligations; Servicing of Mortgage Loans......12
SECTION 3.8.   Negative Covenants...........................................13
SECTION 3.9.   Annual Statement as to Compliance............................14
SECTION 3.10.  Trust May Not Consolidate or Transfer Assets.................15
SECTION 3.11.  No Other Business............................................15
SECTION 3.12.  No Borrowing.................................................15
SECTION 3.13.  Guarantees, Loans, Advances and Other Liabilities............15
SECTION 3.14.  Capital Expenditures.........................................15
SECTION 3.15.  Compliance with Laws.........................................15
SECTION 3.16.  Restricted Payments..........................................15
SECTION 3.17.  Notice of Rapid Amortization Events, Events of Default and
               Events of  Servicing Termination.............................16
SECTION 3.18.  Further Instruments and Acts.................................16
SECTION 3.19.  Amendments of Sale and Servicing Agreement and
               Trust Agreement..............................................16
SECTION 3.20.  Income Tax Characterization..................................16

                                  ARTICLE IV.
                          Satisfaction and Discharge

SECTION 4.1.   Satisfaction and Discharge of Indenture......................16
SECTION 4.2.   Application of Trust Money...................................18
SECTION 4.3.   Repayment of Monies Held by Note Paying Agent................18

                                  ARTICLE V.
                Rapid Amortization Events and Events of Default

SECTION 5.1.   Rapid Amortization Events....................................18
SECTION 5.2.   Consequences of Rapid Amortization Event.....................19
SECTION 5.3.   [Reserved]...................................................20
SECTION 5.4.   Events of Default............................................20
SECTION 5.5.   Collection of Indebtedness and Suits for
               Enforcement by Indenture Trustee.............................21
SECTION 5.6.   Remedies for Event of Default................................21
SECTION 5.7.   Indenture Trustee May File Proofs of Claim...................22
SECTION 5.8.   Indenture Trustee May Enforce Claims
               Without Possession of Notes..................................23
SECTION 5.9.   Application of Money Collected...............................23
SECTION 5.10.  Limitation of Suits..........................................24
SECTION 5.11.  Unconditional Rights of Noteholders
               To Receive Principal and Interest............................24
SECTION 5.12.  Restoration of Rights and Remedies...........................24
SECTION 5.13.  Rights and Remedies Cumulative...............................25
SECTION 5.14.  Delay or Omission Not a Waiver...............................25
SECTION 5.15.  Control by Noteholders.......................................25
SECTION 5.16.  Undertaking for Costs........................................25
SECTION 5.17.  Waiver of Stay or Extension Laws.............................26
SECTION 5.18.  Action on Notes..............................................26
SECTION 5.19.  Performance and Enforcement of Certain Obligations...........26
SECTION 5.20.  Subrogation..................................................27
SECTION 5.21.  Preference Claims............................................27

                                  ARTICLE VI.
                             The Indenture Trustee

SECTION 6.1.   Duties of Indenture Trustee..................................28
SECTION 6.2.   Rights of Indenture Trustee..................................29
SECTION 6.3.   Individual Rights of Indenture Trustee.......................31
SECTION 6.4.   Indenture Trustee's Disclaimer...............................31
SECTION 6.5.   Notice of Defaults...........................................31
SECTION 6.6.   Reports by Indenture Trustee to Noteholders..................31
SECTION 6.7.   Compensation and Indemnity...................................31
SECTION 6.8.   Replacement of Indenture Trustee.............................32
SECTION 6.9.   Successor Indenture Trustee by Merger........................33
SECTION 6.10.  Appointment of Co-Indenture Trustee or
               Separate Indenture Trustee...................................34
SECTION 6.11.  Eligibility: Disqualification................................35
SECTION 6.12.  Preferential Collection of Claims Against Trust..............35
SECTION 6.13.  Appointment and Powers.......................................35
SECTION 6.14.  Performance of Duties........................................36
SECTION 6.15.  Limitation on Liability......................................36
SECTION 6.16.  Reliance Upon Documents......................................36
SECTION 6.17.  Representations and Warranties of the Indenture Trustee......36
SECTION 6.18.  Waiver of Setoffs............................................37
SECTION 6.19.  Control by the Controlling Party.............................37
SECTION 6.20.  Trustee May Enforce Claims Without Possession of Notes.......37
SECTION 6.21.  Suits for Enforcement........................................37
SECTION 6.22.  Mortgagor Claims.............................................38

                                 ARTICLE VII.
                        Noteholders' Lists and Reports

SECTION 7.1.   Trust To Furnish To Indenture Trustee Names and
               Addresses of Noteholders.....................................38
SECTION 7.2.   Preservation of Information; Communications to Noteholders...39
SECTION 7.3.   Reports by Trust.............................................39
SECTION 7.4.   Reports by Indenture Trustee.................................40

                                 ARTICLE VIII.
        Payments and Statements to Noteholders and Certificateholders;
                     Accounts, Disbursements and Releases

SECTION 8.1.   Collection of Money..........................................40
SECTION 8.2.   Release of Trust Estate......................................40
SECTION 8.3.   Establishment of Accounts....................................41
SECTION 8.4.   The Payments Under the Policy................................41
SECTION 8.5.   [Reserved.]..................................................41
SECTION 8.6.   Flow of Funds................................................41
SECTION 8.7.   Investment of Accounts.......................................43
SECTION 8.8.   Eligible Investments.........................................44
SECTION 8.9.   Reports by Indenture Trustee.................................45
SECTION 8.10.  Additional Reports by Indenture Trustee......................47
SECTION 8.11.  Opinion of Counsel...........................................48

                                  ARTICLE IX.
                            Supplemental Indentures

SECTION 9.1.   Supplemental Indentures Without Consent of Noteholders.......48
SECTION 9.2.   Supplemental Indentures with Consent of Noteholders..........50
SECTION 9.3.   Execution of Supplemental Indentures.........................51
SECTION 9.4.   Effect of Supplemental Indenture.............................51
SECTION 9.5.   Conformity With Trust Indenture Act..........................52
SECTION 9.6.   Reference in Notes to Supplemental Indentures................52

                                  ARTICLE X.
                              Redemption of Notes

SECTION 10.1.  Redemption...................................................52
SECTION 10.2.  Surrender of Notes...........................................53
SECTION 10.3.  Form of Redemption Notice....................................54
SECTION 10.4.  Notes Payable on Redemption Date.............................54

                                  ARTICLE XI.
                                 Miscellaneous

SECTION 11.1.  Compliance Certificates and Opinions, etc....................54
SECTION 11.2.  Form of Documents Delivered to Indenture Trustee.............55
SECTION 11.3.  Acts of Noteholders..........................................56
SECTION 11.4.  Notices, etc. to Indenture Trustee, Trust and
               Rating Agencies..............................................56
SECTION 11.5.  Notices to Noteholders; Waiver...............................57
SECTION 11.6.  Alternate Payment and Notice Provisions......................58
SECTION 11.7.  Conflict with Trust Indenture Act............................58
SECTION 11.8.  Effect of Headings and Table of Contents.....................58
SECTION 11.9.  Successors and Assigns.......................................58
SECTION 11.10. Separability.................................................58
SECTION 11.11. Benefits of Indenture........................................58
SECTION 11.12. Legal Holidays...............................................58
SECTION 11.13. Governing Law................................................59
SECTION 11.14. Counterparts.................................................59
SECTION 11.15. Recording of Indenture.......................................59
SECTION 11.16. Trust Obligation.............................................59
SECTION 11.17. No Petition..................................................59
SECTION 11.18. Inspection...................................................60
SECTION 11.19. Limitation of Liability......................................60
SECTION 11.20. Rights of the Insurer to Exercise Rights of Noteholders......60
SECTION 11.21. Consent and Direction of Insurer.............................61
SECTION 11.22. Rules by Indenture Trustee...................................61


SCHEDULE AND EXHIBITS

Schedule I     Schedule of Mortgage Loans
Exhibit A      Form of Note
Annex 1        Defined Terms



<PAGE>



          INDENTURE dated as of March 1, 2001, between MELLON HOME EQUITY LINE
OF CREDIT TRUST 2001-1,  a Delaware  business trust (the  "Trust"),  and WELLS
                                                           -----
FARGO BANK  MINNESOTA,  N.A.,  a national  banking  association,  as indenture
trustee (the "Indenture Trustee").
              -----------------


                                   PREAMBLE


          Each party  agrees as follows for the benefit of the other party and
the Insurer and for the equal and ratable  benefit of the  Noteholders  of the
Home Equity Line of Credit Asset Backed Notes, Series 2001-1 (the "Notes"):
                                                                   -----

          As  security  for the payment  and  performance  by the Trust of its
obligations under this Indenture and the Notes, the Trust has agreed to assign
the Trust Estate (as defined  below) to the Indenture  Trustee for the benefit
of the Noteholders and the Insurer.

          Ambac Assurance Corporation (the "Insurer") has issued and delivered
                                            -------
the certificate  guaranty insurance policy,  dated as of the Closing Date (the
"Policy"),  pursuant to which the Insurer  guarantees  the Insured Amount with
 ------
respect to the Notes.

          The Trust and the Insurer have  executed and delivered the Insurance
and Indemnity  Agreement,  dated as of March 23, 2001 (as amended from time to
time, the "Insurance Agreement"), among the Insurer, the Trust, the Depositor,
           -------------------
Mellon Bank, N.A. and the Indenture Trustee.


                                GRANTING CLAUSE


          The Trust  hereby  Grants to the  Indenture  Trustee at the  Closing
Date, for the benefit of the Noteholders  and the Insurer,  all of the Trust's
right,  title and interest in and to the following  (collectively,  the "Trust
                                                                         -----
Estate"):  (i) certain home equity  revolving credit line loans (the "Mortgage
------                                                                --------
Loans")  (including any Additional  Balances) made or to be made under certain
-----
Credit Line  Agreements  and  conveyed to the Trust;  (ii) all  principal  and
interest  collected in respect of the Mortgage Loans after the related Cut-Off
Date;  (iii)  property  that secured a Mortgage Loan to the extent that it has
been acquired by foreclosure or deed in lieu of  foreclosure;  (iv) all rights
acquired by the Trust  under any  Mortgage  Insurance  Policies  covering  the
Mortgaged Properties; (v) the Policy; (vi) all amounts on deposit from time to
time in the Note Account (excluding  investment  earnings thereon);  (vii) all
amounts on deposit from time to time in the  Principal  and  Interest  Account
(excluding any investment  earnings  thereon);  (viii) all rights of the Trust
under  the Sale and  Servicing  Agreement  (including  all of the  Depositor's
rights  thereunder  as  assigned  to the  Trust  pursuant  thereto);  (ix) all
Mortgage Files and other documents relating to the foregoing;  and (x) any and
all present and future claims, demands, causes and choses in action in respect
of any or all of the  foregoing  and all payments on or under and all proceeds
of every kind and nature whatsoever in respect of any or all of the foregoing,
including all proceeds of the conversion,  voluntary or involuntary, into cash
or  other  liquid  property,  all  cash  proceeds,  accounts,  trust  accounts
receivable,  notes,  drafts,  acceptances,   chattel  paper,  checks,  deposit
accounts,  insurance proceeds,  condemnation awards,  rights to payment of any
and every kind and other forms of obligations and receivables, instruments and
other property which at any time  constitute all or part of or are included in
the proceeds of any of the foregoing.

          The foregoing Grant is made in trust to the Indenture  Trustee,  for
the benefit of the Noteholders and the Insurer.  The Indenture  Trustee hereby
acknowledges  and accepts such Grant under this  Indenture in accordance  with
the provisions of this Indenture and agrees to perform the duties  required of
it by this  Indenture to the best of its ability to the end that the interests
of such parties, recognizing the priorities of their respective interests, may
be adequately and effectively protected.

                                  ARTICLE I.

                  Definitions and Incorporation by Reference
                  ------------------------------------------

SECTION 1.1.   Definitions.  Except as otherwise specified herein,  capitalized
               -----------
terms are used in this Indenture as defined in Annex 1. Defined terms that are
used only in one section or only in another definition may be omitted from the
list of defined terms in Annex 1. Defined terms include,  as appropriate,  all
genders and the plural as well as the singular.

SECTION 1.2.   Incorporation by Reference of the Trust Indenture Act.  Whenever
               ----------------------------------------------------
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this  Indenture.  The  following  TIA terms
used in this Indenture have the following meanings:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Notes.

          "indenture security holder" means a Noteholder.

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

          "obligor" on the indenture securities means the Trust.

          All other TIA terms used in this  Indenture  that are defined by the
TIA, or defined by Commission  rule have the meaning  assigned to them by such
definitions.

SECTION 1.3.   Rules of Construction.  Unless the context otherwise requires:
               ---------------------

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

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

     (iii) "or" is not exclusive;

     (iv)  "including" means "including without limitation"; and

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

SECTION 1.4.   Action by or Consent of  Noteholders.  Whenever any provision of
               ------------------------------------
this Indenture  refers to action to be taken, or consented to, by Noteholders,
such provision  shall be deemed to refer to the Noteholder of record as of the
Record  Date  immediately  preceding  the date on which  such  action is to be
taken, or consent given, by Noteholders.

SECTION 1.5.   Conflict with TIA. If any provision hereof limits,  qualifies or
               -----------------
conflicts  with a provision  of the TIA that is  required  under the TIA to be
part of and govern this Indenture,  the latter provision shall control and all
provisions  required by the TIA are hereby  incorporated by reference.  If any
provision of this Indenture modifies or excludes any provision of the TIA that
may be so modified or excluded, the latter provisions shall be deemed to apply
to this Indenture as so modified or to be excluded, as the case may be.

                                  ARTICLE II.

                                   The Notes
                                   ---------

SECTION  2.1.  Form.  The  Notes,   together  with  the  Indenture   Trustee's
               ----
certificate of authentication, shall be in substantially the form set forth in
Exhibit A hereto, with such appropriate insertions,  omissions,  substitutions
and other  variations  as are required or permitted by this  Indenture and may
have such letters,  numbers or other marks of identification  and such legends
or endorsements placed thereon as may, consistently herewith, be determined by
the officers  executing  such Notes,  as  evidenced by their  execution of the
Notes.  Any  portion  of the text of any Note may be set forth on the  reverse
thereof, with an appropriate reference thereto on the face of the Note.

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

SECTION  2.2.  Execution,  Authentication  and  Delivery.  The Notes  shall be
               -----------------------------------------
executed  on  behalf  of the  Trust  by any of its  Authorized  Officers.  The
signature  of any such  Authorized  Officer  on the Notes may be  original  or
facsimile.

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

          The Indenture Trustee, upon receipt of a written Issuer Order, shall
authenticate and deliver the Notes for original issue in an aggregate
principal amount of $669,000,000. The Notes outstanding at any time may not
exceed such amounts except as provided in Section 2.4.

          Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $25,000
and in integral multiples of $1,000 in excess thereof.

          No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears attached to such
Note a certificate of authentication substantially in the form provided for
herein executed by the Indenture Trustee by the manual signature of one of its
authorized signatories, and such certificate attached to any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Subject to Section 2.11, the Notes
shall be Book-Entry Notes.

SECTION 2.3.   Registration;  Registration of Transfer and Exchange.  The Trust
               ----------------------------------------------------
shall cause to be kept a register (the "Note  Register") in which,  subject to
                                        --------------
such reasonable  regulations as it may prescribe,  the Trust shall provide for
the  registration  of Notes and the  registration  of transfers of Notes.  The
Indenture  Trustee shall be "Note  Registrar"  for the purpose of  registering
                             ---------------
Notes and transfers of Notes as herein  provided.  Upon any resignation of any
Note Registrar,  the Trust shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.

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

          Upon surrender for registration or transfer of any Note at the
office or agency of the Trust to be maintained as provided in Section 3.2, and
if the requirements of Section 8-401(a) of the UCC are met, the Trust shall
execute or cause the Indenture Trustee to authenticate one or more new Notes,
in any authorized denominations, of the same class and a like aggregate
principal amount. A Noteholder may also obtain from the Indenture Trustee, in
the name of the designated transferee or transferees one or more new Notes, in
any authorized denominations, of the same class and a like aggregate principal
amount. Such requirements shall not be deemed to create a duty in the
Indenture Trustee to monitor the compliance by the Trust with Section 8-401 of
the UCC.

          At the option of the Noteholder, Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, and if the
requirements of Section 8-401(a) of the UCC are met, the Trust shall execute
and upon its request the Indenture Trustee shall authenticate the Notes which
the Noteholder making the exchange is entitled to receive. Such requirements
shall not be deemed to create a duty in the Indenture Trustee to monitor the
compliance by the Trust with Section 8-401 of the UCC.

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

          Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in the form attached to Exhibit A, duly executed by the
Noteholder or such Noteholder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar all in accordance with the Exchange Act,
and (ii) accompanied by such other documents as the Note Registrar may
require.

          No service charge shall be made to a Noteholder for any registration
of transfer or exchange of Notes, but the Note Registrar may require payment
from a Noteholder of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.4 or 9.6 not
involving any transfer.

          The Note Registrar shall not register the transfer of a Note unless
the transferee has delivered a representation letter in form and substance
satisfactory to the Note Registrar to the effect that either (i) the
transferee is not an employee benefit plan or other retirement plan or
arrangement subject to Title I of ERISA or Section 4975 of the Code and is not
acting on behalf of or investing the assets of any such plan or arrangement or
(ii) the transferee's acquisition and continued holding of the Note does not
give rise to a non-exempted prohibited transaction. Each transferee of a
Book-Entry Note shall be deemed to make one of the foregoing representations.

SECTION 2.4.   Mutilated, Destroyed, Lost or Stolen Notes. If (i) any mutilated
               ------------------------------------------
Note is surrendered to the Note Registrar, or the Note Registrar receives
evidence to its satisfaction of the destruction, loss or theft of any Note,
and (ii) there is delivered to the Trust, the Seller, Indenture Trustee and
the Insurer such security or indemnity as may be required by it to hold the
Trust, the Seller, the Indenture Trustee and the Insurer harmless, then, in
the absence of notice to the Trust, the Note Registrar or the Indenture
Trustee that such Note has been acquired by a bona fide purchaser, and
provided that the requirements of Section 8-405 of the UCC are met, the Trust
shall execute and upon its request the Indenture Trustee shall authenticate
and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost
or stolen Note, a replacement Note (such requirement shall not be deemed to
create a duty in the Indenture Trustee to monitor the compliance by the Trust
with Section 8-405); provided, however, that if any such destroyed, lost or
                     --------  -------
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, the Trust
may, instead of issuing a replacement Note, direct the Indenture Trustee, in
writing, to pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof.

          If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Trust, the Indenture Trustee and the Insurer shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Trust or the Indenture Trustee in connection therewith.

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

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

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

SECTION 2.5.   Persons Deemed Owners. Prior to due presentment for registration
               ---------------------
of transfer of any Note, the Trust, the Indenture Trustee, the Note Paying
Agent and the Insurer and any agent of the Trust, the Indenture Trustee and
the Insurer may treat the Person in whose name any Note is registered (as of
the related Record Date) as the owner of such Note for the purpose of
receiving payments of principal of and interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and none
of the Trust, the Insurer, the Indenture Trustee nor any agent of the Trust,
the Insurer or the Indenture Trustee shall be affected by notice to the
contrary.

SECTION 2.6.   Payment of Principal and Interest; Defaulted Interest.
               -----------------------------------------------------

     (a) The Notes shall accrue interest as provided herein, and such amount
shall be due and payable on each Payment Date as specified herein. Any
installment of interest or principal, if any, payable on any Note which is
punctually paid or duly provided for by the Trust on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date, by check mailed
first-class, postage prepaid, to such Person's address as it appears on the
Note Register on such Record Date or by wire transfer in immediately available
funds to the account designated by such nominee and except for the final
installment of principal payable with respect to such Note on a Payment Date
or on the related Note Maturity Date (and except for the Redemption Price
for any Note called for redemption pursuant to Section 10.1(a)) which
shall be payable as provided below. The funds represented by any such checks
returned undelivered shall be held in accordance with Section 3.3.

          On each Interest Determination Date, the Indenture Trustee shall
determine the London interbank offered rate for one-month U.S. dollar deposits
("LIBOR") for the next Interest Accrual Period as follows:
  -----

          first, on the basis of offered rates for one month United States
dollar deposits, as this rate appears on Telerate Screen Page 3750, as of
11:00 am London time;

          second, if the rate does not appear on Telerate Screen Page 3750 as
of 11:00 am London time, LIBOR shall be the arithmetic mean of the offered
quotations of two or more Reference Banks, rounded to the nearest whole
multiple of 1/16%; and

          third, if on the Interest Determination Date fewer than two
Reference Banks provide offered quotations, LIBOR for the Interest Accrual
Period shall be the higher of (x) LIBOR as determined on the previous Interest
Determination Date and (y) the Reserve Interest Rate.

     (b) Upon written notice from the Trust, the Indenture Trustee shall
notify the Person in whose name a Note is registered at the close of business
on the Record Date preceding the Payment Date on which the Trust expects that
the final installment of principal of and interest on such Note will be paid.
Such notice shall be mailed or transmitted by facsimile at least 5 Business
Days prior to such final Payment Date and shall specify that such final
installment will be payable only upon presentation and surrender of such Note
and shall specify the place where such Note may be presented and surrendered
for payment of such installment. Notices in connection with redemptions of
Notes shall be mailed to Noteholders as provided in Section 10.2.

     (c) If the Trust defaults in a payment of interest on the Notes, the
Trust shall pay interest on such defaulted interest at the applicable Note
Interest Rate to the extent lawful.

     (d) Promptly following the date on which all principal of and interest on
the Notes has been paid in full and the Notes have been surrendered to the
Indenture Trustee, the Indenture Trustee shall, upon written notice from the
Servicer of the amounts, if any, that the Insurer has paid in respect of any
Notes under the Policy or otherwise which has not been reimbursed to it,
deliver such surrendered Notes to the Insurer to the extent not previously
cancelled or destroyed.

SECTION 2.7.   Cancellation. Subject to Section 2.6(d), all Notes surrendered
               ------------
for payment, registration of transfer, exchange or redemption shall, if
surrendered to any Person other than the Indenture Trustee, be delivered to
the Indenture Trustee and shall be promptly canceled by the Indenture Trustee.
Subject to Section 2.6(d), the Trust may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Trust may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly canceled by the Indenture Trustee. No
Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this Indenture.
Subject to Section 2.6(d), all canceled Notes may be held or disposed of by
the Indenture Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Trust shall direct by an Issuer
Order that they be destroyed or returned to it; provided that such Issuer
Order is timely and the Notes have not been previously disposed of by the
Indenture Trustee.

SECTION 2.8.   Release of Trust Estate. The Indenture Trustee shall, on or after
               -----------------------
the Termination Date, release any remaining portion of the Trust Estate from
the lien created by this Indenture and deposit in the Note Account any funds
then on deposit in any other Account. The Indenture Trustee shall release
property from the lien created by this Indenture pursuant to this Section 2.8
only upon receipt by it of an Issuer Order accompanied by an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1.

SECTION 2.9.   Book-Entry Notes. The Notes, upon original issuance, will be
               ----------------
issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Depository Trust Company or its custodian, the initial
Clearing Agency, by, or on behalf of, the Trust. Such Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner will receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.11. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to Note Owners pursuant to Section 2.11:
 ----------------

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

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

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

     (iv)  the rights of Note Owners shall be exercised only through the
           Clearing Agency and shall be limited to those established by law
           and agreements between such Note Owners and the Clearing Agency
           and/or the Clearing Agency Participants. Unless and until
           Definitive Notes are issued pursuant to Section 2.11, the initial
           Clearing Agency will make book-entry transfers among the Clearing
           Agency Participants and receive and transmit payments of principal
           of and interest on the Notes to such Clearing Agency Participants;

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

     (vi)  Note Owners may receive copies or electronic access to copies of
           any reports sent to Noteholders pursuant to this Indenture, upon
           written request, together with a certification that they are Note
           Owners and payment of reproduction and postage expenses associated
           with the distribution of such reports, from the Indenture Trustee
           at the Corporate Trust Office.

SECTION 2.10.  Notices to Clearing Agency. Whenever a notice or other
               --------------------------
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.11, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Noteholders to the Clearing
Agency, and shall have no obligation to the Note Owners.

SECTION 2.11.  Definitive Notes. If (i) the Servicer advises the Indenture
               ----------------
Trustee in writing that the Clearing Agency is no longer willing or able to
properly discharge its responsibilities with respect to the Notes, and the
Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency or (iii) after the
occurrence of a Rapid Amortization Event, Note Owners representing beneficial
interests aggregating at least a majority of the Outstanding Amount of the
Notes advise the Indenture Trustee through the Clearing Agency in writing that
the continuation of a book entry system through the Clearing Agency is no
longer in the best interests of the Note Owners, then the Clearing Agency
shall notify all Note Owners and the Indenture Trustee of the occurrence of
any such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Indenture Trustee of the
typewritten Note or Notes representing the Book-Entry Notes by the Clearing
Agency, accompanied by registration instructions, the Trust shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance
with the instructions of the Clearing Agency. None of the Trust, the Note
Registrar or the Indenture Trustee shall be liable for any delay in delivery
of such instructions and may conclusively rely on, and shall be protected in
relying on, such instructions. Upon the issuance of Definitive Notes, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders.

                                 ARTICLE III.

                                   Covenants
                                   ---------

SECTION 3.1.   Payment of Principal and Interest. The Trust will duly and
               ---------------------------------
punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Amounts properly withheld under the
Code or any applicable state tax laws by any Person from a payment to any
Noteholder of interest and/or principal shall be considered as having been
paid by the Trust to such Noteholder for all purposes of this Indenture.

SECTION 3.2.   Maintenance of Office or Agency. The Trust will maintain an
               -------------------------------
office or agency where Notes may be surrendered for registration, transfer or
exchange of the Notes, and where notices and demands to or upon the Trust in
respect of the Notes and this Indenture may be served. The Trust hereby
initially appoints the Indenture Trustee to serve as its agent for the
foregoing purposes. The Trust will give prompt written notice to the Indenture
Trustee of the location, and of any change in the location, of any such office
or agency. If at any time the Trust shall fail to maintain any such office or
agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office, and the Trust hereby appoints the Indenture Trustee as
its agent to receive all such surrenders, notices and demands.

SECTION 3.3.   Money for Payments to be Held in Trust. The Trust will cause each
               --------------------------------------
Note Paying Agent other than the Indenture Trustee to execute and deliver to
the Indenture Trustee and the Insurer an instrument in which such Note Paying
Agent shall agree with the Indenture Trustee (and if the Indenture Trustee
acts as Note Paying Agent, it hereby so agrees), subject to the provisions of
this Section, that such Note Paying Agent will:

     (i)   hold all sums held by it for the payment of amounts due with
           respect to the Notes in trust for the benefit of the Persons
           entitled thereto until such sums shall be paid to such Persons or
           otherwise disposed of as herein provided and pay such sums to such
           Persons as herein provided;

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

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

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

     (v)   comply with all requirements of the Code and any applicable state
           tax laws with respect to the withholding from any payments made by
           it on any Notes of any applicable withholding taxes imposed thereon
           and with respect to any applicable reporting requirements in
           connection therewith.

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

          Subject to applicable laws with respect to the escheat of funds, any
money held by the Indenture Trustee or any Note Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged
from such trust and be paid to the Trust; and the Noteholder shall thereafter,
as an unsecured general creditor, look only to the Trust for payment thereof
(but only to the extent of the amounts so paid to the Trust), and all
liability of the Indenture Trustee or such Note Paying Agent with respect to
such trust money shall thereupon cease.

SECTION 3.4.   Existence. Except as otherwise permitted by the provisions of
               ---------
Section 3.10, the Trust will keep in full effect its existence, rights and
franchises as a business trust under the laws of the State of Delaware (unless
it becomes, or any successor Trust hereunder is or becomes, organized under
the laws of any other state or of the United States of America, in which case
the Trust will keep in full effect its existence, rights and franchises under
the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification
is or shall be necessary to protect the validity and enforceability of this
Indenture, the Trust Estate, the Notes, and each other instrument or agreement
included in the Trust Estate.

SECTION 3.5.   Protection of Trust Estate. The Trust intends the security
               --------------------------
interest granted pursuant to this Indenture in favor of the Indenture Trustee
to be prior to all other liens in respect of the Trust Estate, and the Trust
shall take all actions necessary to obtain and maintain, in favor of the
Indenture Trustee, for the benefit of the Noteholders and the Insurer, a first
lien on and a first priority, perfected security interest in the Trust Estate.
The Trust will from time to time prepare (or shall cause to be prepared),
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

     (i)   Grant more effectively all or any portion of the Trust Estate;

     (ii)  maintain or preserve the lien and security interest (and the
           priority thereof) in favor of the Indenture Trustee for the benefit
           of the Noteholders and the Insurer created by this Indenture or
           carry out more effectively the purposes hereof;

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

     (iv)  enforce any of the Trust Estate;

     (v)   preserve and defend title to the Trust Estate and the rights of the
           Indenture Trustee in such Trust Estate against the claims of all
           persons and parties; and

     (vi)  pay all taxes or assessments levied or assessed upon the Trust
           Estate when due.

The Trust hereby designates the Indenture Trustee its agent and attorney-in-
fact to execute any financing statement, continuation statement or other
instrument required by the Indenture Trustee pursuant to this Section; provided
                                                                       --------
that, such designation shall not be deemed to create a duty in the
Indenture Trustee or the Indenture Trustee to monitor the compliance of the
Trust with respect to its duties under this Section 3.5 or the adequacy of any
financing statement, continuation statement or other instrument prepared by
the Trust.

SECTION 3.6.   Opinions as to Trust Estate.
               ---------------------------

     (a) On the Closing Date, the Trust shall furnish to the Indenture Trustee
and the Insurer an Opinion of Counsel addressed to the Insurer stating that,
in the opinion of such counsel, such actions have been taken with respect to
the recording and filing of this Indenture, any indentures supplemental
hereto, and any other requisite documents, and with respect to the execution
and filing of any financing statements and continuation statements, as are
necessary to perfect and make effective the first priority lien and security
interest in favor of the Indenture Trustee, for the benefit of the Noteholders
and the Insurer, created by this Indenture.

     (b) Within 90 days after the beginning of each calendar year, beginning
with the year 2002, the Trust shall furnish to the Indenture Trustee and the
Insurer, an Opinion of Counsel addressed to each either stating that, in the
opinion of such counsel, such actions have been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements
as are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the
opinion of such counsel, no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and the execution and
filing of any financing statements and continuation statements that will, in
the opinion of such counsel, be required to maintain the lien and security
interest of this Indenture.

SECTION 3.7.   Performance of Obligations; Servicing of Mortgage Loans.
               -------------------------------------------------------

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

     (b) The Trust may contract with other Persons acceptable to the Insurer
to assist it in performing its duties under this Indenture, and any
performance of such duties by a Person identified to the Indenture Trustee and
the Insurer in an Officer's Certificate of the Trust shall be deemed to be
action taken by the Trust. Initially, the Trust has contracted with the
Servicer to assist the Trust in performing its duties under this Indenture.

     (c) The Trust will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Operative Documents and in the
instruments and agreements included in the Trust Estate, including, but not
limited to, preparing (or causing to be prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the Sale and Servicing Agreement or
any other Operative Document in accordance with and within the time periods
provided for herein and therein. Except as otherwise expressly provided
therein, the Trust shall not waive, amend, modify, supplement or terminate any
Operative Document or any provision thereof without the prior written consent
of the Insurer, the Noteholders representing at least a majority of the
Outstanding Amount of the Notes or the Indenture Trustee (with the prior
written consent of the Insurer).

     (d) If an Authorized Officer of the Owner Trustee shall have actual
knowledge of the occurrence of an Event of Servicing Termination under the
Sale and Servicing Agreement, the Trust shall promptly notify the Indenture
Trustee, the Insurer and the Rating Agencies thereof in accordance with
Section 11.4, and shall specify in such notice the action, if any, the Trust
is taking in respect of such default. If an Event of Servicing Termination
shall arise from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Mortgage Loans, the Trust shall take all reasonable steps available to it to
remedy (or cause to be remedied) such failure.

     (e) The Trust agrees that it will not waive timely performance or
observance by the Servicer or the Seller of their respective duties under the
Operative Documents (x) without the prior written consent of the Insurer or
(y) the Insurer has consented in writing to such waiver but the effect thereof
would adversely affect the Noteholders.

SECTION 3.8.   Negative Covenants. So long as any Notes are Outstanding, the
               ------------------
Trust shall not:

     (i)   except as expressly permitted by this Indenture or the Operative
           Documents, sell, transfer, exchange or otherwise dispose of any of
           the properties or assets of the Trust, including those included in
           the Trust Estate, without the prior written consent of the Insurer
           (provided, that if an Insurer Default has occurred and is
            --------
           continuing, the Noteholders representing at least 51% of the Note
           Balance may direct the Indenture Trustee to sell or dispose of the
           Trust Estate in accordance with Section 5.6);

     (ii)  claim any credit on, or make any deduction from the principal or
           interest payable in respect of, the Notes (other than amounts
           properly withheld from such payments under the Code) or assert any
           claim against any present or former Noteholder or the Insurer by
           reason of the payment of the taxes levied or assessed upon any part
           of the Trust Estate; or

     (iii) (A) permit the validity or effectiveness of this Indenture to be
           impaired, or permit the lien in favor of the Indenture Trustee
           created by this Indenture to be amended, hypothecated,
           subordinated, terminated or discharged, or permit any Person to be
           released from any covenants or obligations with respect to the
           Notes under this Indenture except as may be expressly permitted
           hereby, (B) permit any lien, charge, excise, claim, security
           interest, mortgage or other encumbrance (other than the lien of
           this Indenture) to be created on or extend to or otherwise arise
           upon or burden the Trust Estate or any part thereof or any interest
           therein or the proceeds thereof (other than tax liens, mechanics'
           liens and other liens that arise by operation of law, in each case
           on a Mortgaged Property and arising solely as a result of an action
           or omission of the related Mortgagor), (C) permit the lien of this
           Indenture not to constitute a valid first priority (other than with
           respect to any such tax, mechanics' or other lien) security
           interest in the Trust Estate or (D) amend, modify or fail to comply
           with the provisions of the Operative Documents without the prior
           written consent of the Insurer, which consent may not be
           unreasonably withheld.

SECTION 3.9.   Annual Statement as to Compliance. The Trust will deliver to the
               ---------------------------------
Indenture Trustee and the Insurer, within 90 days after the end of each fiscal
year of the Trust (commencing with the fiscal year ended December 31, 2001),
and otherwise in compliance with the requirements of TIA Section 314(a)(4) an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that

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

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

SECTION 3.10.  Trust May Not Consolidate or Transfer Assets.
               --------------------------------------------

     (a) The Trust may not consolidate or merge with or into any other Person.

     (b) Except as otherwise provided in the Sale and Servicing Agreement, and
unless the Insurer has otherwise consented in writing, the Trust shall not
convey or transfer all or substantially all of its properties or assets,
including those included in the Trust Estate, to any Person.

SECTION 3.11.  No Other Business. The Trust shall not engage in any business
               -----------------
other than purchasing, owning, selling and managing the Mortgage Loans and
other assets in the manner contemplated by this Indenture and the Operative
Documents and activities incidental thereto.

SECTION 3.12.  No Borrowing. The Trust shall not issue, incur, assume,
               ------------
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes, (ii) obligations owing from time to
time to the Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Operative Documents except that
                                                                   ------ ----
the Trust shall not incur any Indebtedness that would cause it, or any portion
thereof, to be treated as a "taxable mortgage pool" under Section 7701(i) of
the Code. The proceeds of the Notes shall be used exclusively to fund the
Trust's purchase of the Mortgage Loans and the other assets specified in the
Sale and Servicing Agreement and to pay the Trust's organizational,
transactional and start-up expenses.

SECTION 3.13.  Guarantees, Loans, Advances and Other Liabilities. Except as
               -------------------------------------------------
contemplated by the Sale and Servicing Agreement or this Indenture, the Trust
shall not make any loan or advance or credit to, or guarantee (directly or
indirectly or by an instrument having the effect of assuring another's payment
or performance on any obligation or capability of so doing or otherwise),
endorse or otherwise become continently liable, directly or indirectly, in
connection with the obligations, stocks or dividends of, or own, purchase,
repurchase or acquire (or agree contingently to do so) any stock, obligations,
assets or securities of, or any other interest in, or make any capital
contribution to, any other Person.

SECTION 3.14.  Capital Expenditures. The Trust shall not make any expenditure
               --------------------
(by long-term or operating lease or otherwise) for capital assets (either
realty or personalty).

SECTION 3.15.  Compliance with Laws. The Trust shall comply with the
               --------------------
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability
of the Trust to perform its obligations under the Notes, this Indenture or any
Operative Document.

SECTION 3.16.  Restricted Payments. The Trust shall not, directly or
               -------------------
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Trust or otherwise with respect to any ownership or equity interest or
security in or of the Trust or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Trust may make, or cause to be made,
         --------  -------
distributions to the Servicer, the Owner Trustee, the Indenture Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement, this Indenture, or Trust
Agreement. The Trust will not, directly or indirectly, make payments to or
distributions from the Note Account except in accordance with this Indenture
and the Operative Documents.

SECTION 3.17.  Notice of Rapid Amortization Events, Events of Default and
               ----------------------------------------------------------
Events of Servicing Termination. Upon a Responsible Officer of the Owner
-------------------------------
Trustee having actual knowledge thereof, the Trust agrees to give the
Indenture Trustee, the Insurer and the Rating Agencies prompt written notice
of each Rapid Amortization Event, Event of Default hereunder or Event of
Servicing Termination under the Sale and Servicing Agreement.

SECTION 3.18.  Further Instruments and Acts. Upon request of the Indenture
               ----------------------------
Trustee or the Insurer, the Trust will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.

SECTION 3.19.  Amendments of Sale and Servicing Agreement and Trust Agreement.
               --------------------------------------------------------------
The Trust shall not agree to any amendment to the Sale and Servicing Agreement
or the Trust Agreement to eliminate the requirements thereunder that the
Indenture Trustee, the Insurer or the Noteholders consent to amendments
thereto as provided therein.

SECTION 3.20.  Income Tax Characterization. For purposes of federal income,
               ---------------------------
state and local income and franchise and any other income taxes, the Trust
will treat the Notes as indebtedness and hereby instructs the Indenture
Trustee to treat the Notes as indebtedness for federal and state tax reporting
purposes.

                                  ARTICLE IV.

                          Satisfaction and Discharge
                          --------------------------

SECTION 4.1.   Satisfaction and Discharge of Indenture. Upon receipt by the
               ---------------------------------------
Indenture Trustee of all amounts to satisfy all payment obligations with
respect to the Notes, this Indenture shall cease to be of further effect with
respect to the Notes except as to (i) rights of registration of transfer and
exchange, (ii) substitution of mutilated, destroyed, lost or stolen Notes,
(iii) rights of Noteholders to receive payments of principal thereof and
interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12, 3.13 and 3.20,
(v) the rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.7 and the
obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of
Noteholders and the Insurer as beneficiaries hereof with respect to the
property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on written demand in the form of a Issuer
Order and at the expense of the Trust, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when either

          (1) all Notes theretofore authenticated and delivered (other than
(i) Notes that have been destroyed, lost or stolen and that have been replaced
or paid as provided in Section 2.4 and (ii) Notes for which payment money has
theretofore been deposited in trust or segregated and held in trust by the
Trust and thereafter repaid to the Trust or discharged from such trust, as
provided in Section 3.3) have been delivered to the Indenture Trustee for
cancellation and the Policy has terminated and been returned to the Insurer
for cancellation and all amounts owing to the Insurer have been paid in full;
or

          (2) all Notes not theretofore delivered to the Indenture Trustee for
cancellation

          (i)   have become due and payable,

          (ii)  will become due and payable at the Note Maturity Date within
                one year, or

          (iii) are to be called for redemption within one year under
                arrangements satisfactory to the Indenture Trustee for the
                giving of notice of redemption by the Indenture Trustee in the
                name, and at the expense, of the Trust,

     and in the case of (i), (ii) or (iii) above

               (A) the Trust, has irrevocably deposited or caused to be
     irrevocably deposited with the Indenture Trustee cash or direct
     obligations of or obligations guaranteed by the United States of America
     (which will mature prior to the date such amounts are payable), in trust
     for such purpose, in an amount sufficient to pay and discharge the entire
     indebtedness on such Notes not theretofore delivered to the Indenture
     Trustee for cancellation when due on the Note Maturity or Redemption Date
     (if Notes shall have been called for redemption pursuant to Section
     10.1(a)), as the case may be;

               (B) the Trust has paid or caused to be paid all amounts due the
     Insurer and the Indenture Trustee; and

               (C) the Trust has delivered to the Indenture Trustee and the
     Insurer an Officer's Certificate, an Opinion of Counsel and if required
     by the TIA, the Indenture Trustee or the Insurer an Independent
     Certificate from a firm of certified public accountants, each meeting the
     applicable requirements of Section 11.1(a) and each stating that all
     conditions precedent herein provided relating to the satisfaction and
     discharge of this Indenture have been complied with.

          Notwithstanding anything herein to the contrary, in the event that
the principal and/or interest due on the Notes or any other amounts payable by
the Insurer pursuant to the terms of the Policy shall be paid by the Insurer
pursuant to the Policy, the Notes shall remain Outstanding for all purposes,
not be defeased or otherwise satisfied and not be considered paid by the
Trust, and the assignment and pledge of the Trust Estate and all covenants,
agreements and other obligations of the Trust to the Noteholders shall
continue to exist and shall run to the benefit of the Insurer, and the Insurer
shall be subrogated to the rights of such Noteholders.

SECTION 4.2.   Application of Trust Money. All monies deposited with the
               --------------------------
Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Note Paying Agent,
as the Indenture Trustee may determine, to the Noteholders of the particular
Notes for the payment or redemption of which such monies have been deposited
with the Indenture Trustee.

SECTION 4.3.   Repayment of Monies Held by Note Paying Agent. In connection
               ---------------------------------------------
with the satisfaction and discharge of this Indenture with respect to the
Notes, all monies then held by any Note Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall immediately be paid to the Indenture Trustee to be held and applied
according to Section 3.3 and thereupon such Note Paying Agent shall be
released from all further liability with respect to such monies.

                                  ARTICLE V.

                Rapid Amortization Events and Events of Default
                -----------------------------------------------

SECTION 5.1.   Rapid Amortization Events.
               -------------------------

Any of the following occurrences shall constitute a "Rapid Amortization
                                                     ------------------
Event":
-----

     (a) failure on the part of the Servicer or Seller (i) to make a payment
or deposit required under the Sale and Servicing Agreement within five
Business Days after the date such payment or deposit is required to be made or
(ii) to observe or perform in any material respect any other covenants or
agreements of the Seller set forth in the Sale and Servicing Agreement, which
failure continues unremedied for a period of 60 days after written notice;

     (b) any representation or warranty made by the Seller in the Sale and
Servicing Agreement proves to have been incorrect in any material respect when
made and continues to be incorrect in any material respect for a period of 60
days after written notice and as a result of which the interests of the
Noteholders or the Insurer are materially and adversely affected; provided,
                                                                  --------
however, that a Rapid Amortization Event shall not be deemed to occur if such
-------
representation or warranty relates to a Mortgage Loan and the Seller has
reacquired or made a substitution for such Mortgage Loan during such period
(or within an additional 60 days with the prior written consent of the
Insurer) in accordance with the provisions of the Sale and Servicing
Agreement;

     (c) the entry of a decree or order for relief by a court having
jurisdiction in respect of the Seller in an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, conservator, liquidator, assignee, trustee, custodian, sequestrator
or other similar official of the Seller or of any substantial part of its
property, or ordering the winding up or liquidation of the affairs of the
Seller and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days;

     (d) the commencement by the Seller, of a voluntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or the consent by the
Seller to the appointment of or taking possession by a receiver, conservator,
liquidator, assignee, trustee, custodian, sequestrator or other similar
official of the Seller or of any substantial part of its property or the
making by the Seller of an assignment for the benefit of creditors or the
failure by the Seller generally to pay its debts as such debts become due or
the taking of corporate or other organizational action by the Seller in
furtherance of any of the foregoing;

     (e) the Trust becomes subject to regulation by the Securities and
Exchange Commission as an investment company within the meaning of the
Investment Company Act of 1940, as amended;

     (f) the occurrence of an Event of Servicing Termination;

     (g) a draw is made under the Policy; or

     (h) a default in the payment of any interest on the Notes when the same
becomes due and payable and the continuance of such default for a period of
five days or a default in the payment in full of the Note Balance on the Note
Maturity Date.

          In the case of any event described in clause (a) through (g), a
Rapid Amortization Event will be deemed to have occurred only if, after the
applicable grace period, if any, described herein or the Sale and Servicing
Agreement either (i)(A) the Insurer or (B) the Indenture Trustee or
Noteholders evidencing at least 51% of the Note Balance, in each case, with
the prior written consent of the Insurer, by written notice to the Insurer,
the Seller, the Rating Agencies, and the Servicer (and to the Indenture
Trustee, if given by the Noteholders or the Insurer; provided that, in the
event such a declaration is made by the Insurer, the Insurer shall give notice
thereof to the Indenture Trustee and the Indenture Trustee shall forward such
notice to each of the above-mentioned parties (including the Noteholders))
declare that a Rapid Amortization Event has occurred as of the date of such
notice, or (ii) in the case of any event described in clause (h), the
Indenture Trustee or Noteholders evidencing at least 51% of the Note Balance
by such written notice declare that a Rapid Amortization Event has occurred as
of the date of such notice.

SECTION 5.2.   Consequences of Rapid Amortization Event. If a Rapid Amortization
               ----------------------------------------
Event shall have occurred and be continuing, (a) the Rapid Amortization Period
shall immediately commence and the Noteholders shall be entitled on each
Payment Date thereafter to an amount equal to the Maximum Principal Payment
less the Overcollateralization Reduction Amount and (b) if the Rapid
Amortization Event is one described in 5.1(c) or (d) above, on the day of any
such filing or appointment no further Additional Balances will be transferred
to the Trust, and the Seller will promptly give notice to the Indenture
Trustee and the Insurer of any such filing or appointment.

SECTION 5.3.   [Reserved]

SECTION 5.4.   Events of Default.
               -----------------

     (a) Any of the following occurrences shall constitute an "Event of
                                                               --------
Default":
-------

          (i) a default in the payment of any interest on the Notes when the
same becomes due and payable and the continuance of such default for a period
of five days or a default in the payment in full of the Note Balance on the
Note Maturity Date;

          (ii) failure on the part of the Trust to perform in any material
respect any covenant or agreement under the Indenture (other than a covenant
in clause (i) hereof) or the breach of a representation or warranty of the
Trust, which continues for a period of thirty days after notice thereof is
given; and

          (iii) the entry of a decree or order for relief by a court having
jurisdiction in respect of the Trust, in an involuntary case under the federal
bankruptcy laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or appointing a
receiver, liquidator, assignee, trustee, custodian, sequestrator or other
similar official of the Trust or of any substantial part of its property, or
ordering the winding up or liquidation of the affairs of the Trust and the
continuance of any such decree or order unstayed and in effect for a period of
60 consecutive days.

     (b) If an Event of Default shall have occurred and be continuing, with
the prior written consent of the Insurer, the Indenture Trustee may, and at
the direction of the Insurer or of Noteholders representing not less than 51%
of the Note Balance (with the prior written consent of the Insurer), shall
declare the Notes to be immediately due and payable by a notice in writing to
the Trust (and to the Indenture Trustee if given by Noteholders), and upon any
such declaration such Notes, in an amount equal to the Outstanding Amount of
the Notes, together with accrued and unpaid interest thereon to the date of
such acceleration, shall become immediately due and payable, all subject to
the prior written consent of the Insurer.

     (c) At any time after such a declaration of acceleration of maturity of
the Notes has been made and before a judgment or decree for payment of the
money due has been obtained by the Indenture Trustee as hereinafter in this
Article, the Insurer or the Noteholders representing at least 51% of the Note
Balance, with the prior written consent of the Insurer, by written notice to
the Trust and the Indenture Trustee, may direct the Indenture Trustee to
rescind and annul such declaration and its consequences if:

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

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

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

     (ii) all Events of Default with respect to the Notes, other than the
          nonpayment of the principal of Notes that have become due solely by
          such acceleration, have been cured or waived.

No such recission shall affect any subsequent Event of Default or impair any
right consequent thereon.

SECTION 5.5.   Collection of Indebtedness and Suits for Enforcement by
               -------------------------------------------------------
Indenture Trustee. Subject to the following sentence, if an Event of Default
-----------------
with respect to the Notes occurs and is continuing, the Indenture Trustee may,
with the prior written consent of the Insurer, and shall, at the written
direction of the Insurer, proceed to protect and enforce its rights and the
rights of the Noteholders and the Insurer by any Proceedings the Indenture
Trustee deems appropriate to protect and enforce any such rights, whether for
the specific enforcement of any covenant or agreement in this Indenture or in
aid of the exercise of any power granted herein, or enforce any other proper
remedy. Any proceedings brought by the Indenture Trustee on behalf of the
Noteholders and the Insurer or any Noteholder against the Trust shall be
limited to the preservation, enforcement and foreclosure of the liens,
assignments, rights and security interests under the Indenture and no
attachment, execution or other unit or process shall be sought, issued or
levied upon any assets, properties or funds of the Trust, other than the Trust
Estate. If there is a foreclosure of any such liens, assignments, rights and
security interests under this Indenture, by private power of sale or
otherwise, no judgment for any deficiency upon the indebtedness represented by
the Notes may be sought or obtained by the Indenture Trustee or any Noteholder
against the Trust. The Indenture Trustee shall be entitled to recover the
costs and expenses expended by it pursuant to this Article V including
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel.

SECTION 5.6.   Remedies for Event of Default.
               -----------------------------

     (a) If an Event of Default shall have occurred and be continuing and the
Notes have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, the Indenture Trustee, at
the written direction of the Insurer, may, for the benefit of the Noteholders
and the Insurer, do one or more of the following:

     (i)   institute Proceedings for the collection of all amounts then
           payable on the Notes, or under this Indenture, whether by
           declaration or otherwise, enforce any judgment obtained, and
           collect from the Trust moneys adjudged due;

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

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

     (iv)  exercise any remedies of a secured party under the Uniform
           Commercial Code or other applicable law and take any other
           appropriate action to protect and enforce the rights and remedies
           of the Indenture Trustee or the Noteholders and the Insurer
           hereunder; and

     (v)   refrain from selling the Trust Estate and apply all Monthly
           Remittance Amounts pursuant to Section 5.9.

SECTION 5.7.   Indenture Trustee May File Proofs of Claim. In case of the
               ------------------------------------------
pendency of any receivership, insolvency, liquidation, bankruptcy,
reorganization, arrangement, composition or other judicial Proceeding relative
to the Trust upon any of the Notes or the property of the Trust, the Indenture
Trustee (irrespective of whether the Notes shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand on the Trust for the payment
of any overdue principal or interest) shall, at the direction of the Insurer,
be entitled and empowered, by intervention in such Proceeding or otherwise to:

     (a) file and prove a claim for the whole amount of principal and interest
owing and unpaid in respect of the Notes and file such other papers or
documents as may be necessary or advisable in order to have the claims of the
Indenture Trustee (including any claim for the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee, its agents and
counsel) and of the Noteholders and the Insurer allowed in such Proceeding;
and

     (b) collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute the same; and any receiver,
assignee, trustee, liquidator, or sequestrator (or other similar official) in
any such Proceeding is hereby authorized by each Noteholder and the Insurer to
make such payments to the Indenture Trustee and, in the event that the
Indenture Trustee shall consent to the making of such payments directly to the
Noteholders and the Insurer, to pay to the Indenture Trustee any amount due to
it for the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel.

          Nothing herein contained shall be deemed to authorize the Indenture
Trustee to authorize or consent to or accept or adopt on behalf of any
Noteholder or the Insurer any plan of reorganization, arrangement, adjustment
or composition affecting any of the Notes or the rights of any Noteholder, or
the Insurer, or to authorize the Indenture Trustee to vote in respect of the
claim of any Noteholder or the Insurer in any such Proceeding. Any plan of
reorganization, arrangement, adjustment or composition relative to the Trust
or any other obligor upon any of the Notes or the property of the Trust or of
such obligor or their creditors and affecting the Notes or the rights of the
Insurer under this Indenture or the Insurance Agreement must be acceptable to
the Insurer and, as long as no Insurer Default exists and is continuing, the
Insurer shall be entitled to exercise the voting rights of the Noteholders
regarding such plan, reorganization, arrangement, adjustment or composition.

SECTION 5.8.   Indenture Trustee May Enforce Claims Without Possession of Notes.
               ----------------------------------------------------------------
All rights of action and claims under this Indenture or any of the Notes may
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any Proceeding relating thereto,
and any such Proceeding instituted by the Indenture Trustee, at the direction
of the Insurer, shall be brought in its own name as Indenture Trustee of an
express trust, and any recovery of judgment shall be for the ratable benefit
of the Noteholders and the Insurer in respect of which such judgment has been
recovered after payment of amounts required to be paid pursuant to clause (i)
of Section 5.9.

SECTION 5.9.   Application of Money Collected. If the Notes have been declared
               ------------------------------
due and payable following an Event of Default and such declaration and its
consequences have not been rescinded or annulled, any money collected by the
Indenture Trustee with respect to the Notes pursuant to this Article or
otherwise and any other monies that may then be held or thereafter received by
the Indenture Trustee as security for the Notes shall be applied in the
following order, at the date or dates fixed by the Indenture Trustee and, in
case of the payment of the entire amount due on account of principal of, and
interest on, the Notes, upon presentation and surrender thereof:

     (i)   to the Indenture Trustee and the Owner Trustee, any unpaid
           Indenture Trustee Fee and unpaid Owner Trustee Fee, respectively,
           then due and any other amounts payable and due to the Indenture
           Trustee and the Owner Trustee under this Indenture and the Trust
           Agreement, including any costs or expenses incurred by it in
           connection with the enforcement of the remedies provided for in
           this Article;

     (ii)  to the Insurer, any unpaid Premium Amount, then due and payable
           pursuant to the Insurance Agreement;

     (iii) to the Servicer, the Investor Floating Allocation Percentage of any
           unpaid Servicing Fees then due and the Investor Floating Allocation
           Percentage of any unreimbursed Nonrecoverable Advances, provided the
           amount reimbursed with respect to a Mortgage Loan pursuant to this
           clause (iii) shall not exceed Principal Balance of such Mortgage
           Loan (which, if such Mortgage Loan is a Liquidated Mortgage Loan,
           shall be measured at the time it became a Liquidated Mortgage Loan);

     (iv)  to the payment of the Interest Distribution Amount and Note
           Interest Shortfall then due and unpaid upon the Outstanding Amount
           of the Notes through the day preceding the date upon which such
           payment is made;

     (v)   to the payment of the Note Balance then due and unpaid on the
           Outstanding Amount of the Notes;

     (vi)  to the Insurer, all amounts due pursuant to the Insurance
           Agreement;

     (vii) to the Noteholders, the Net Funds Cap Carry-Forward Amount;

     (viii) to the Servicer, the amount of any unreimbursed Nonrecoverable
           Advances not reimbursed pursuant to clause (iii) above; and

     (ix)  to the Certificateholders, any amount remaining on deposit in the
           Note Account;

provided, however, that amounts distributed pursuant to clauses (i) through
(ix) above shall (A) to the extent such amounts reflect collections or other
recoveries in respect of interest on the Mortgage Loans, be available for such
distribution only to the extent of the Investor Floating Allocation Percentage
of such amounts and (B) to the extent such amounts reflect collections or
other recoveries in respect of principal on the Mortgage Loans, be available
for such distribution only to the extent of the Investor Amount as of the date
of, and after giving effect to, the immediately preceding distribution on the
Notes. Any amounts not distributed pursuant to clauses (i) through (ix) above
due to the above proviso shall be distributed first to the Servicer to the
extent of any remaining Servicing Fees then due and then to the
Certificateholders to the extent of any remaining amounts.

SECTION 5.10.  Limitation of Suits. No Noteholder shall have any right to
               -------------------
institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

     (i)   the Noteholders of not less than 25% of the Note Balance have made
           a written request to the Indenture Trustee to institute such
           proceeding in respect of such Event of Default in its own name as
           Indenture Trustee hereunder; and

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

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

     (iv)  no direction inconsistent with such written request has been given
           to the Indenture Trustee during such 60-day period by the
           Noteholders of a majority of the Note Balance; and

     (v)   an Insurer Default shall be continuing;

it being understood and intended that no Noteholders shall have any right in
any manner whatsoever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Noteholders
or to obtain or to seek to obtain priority or preference over any other
Noteholders or to enforce any right under this Indenture, except in the manner
herein provided.

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

SECTION 5.11.  Unconditional Rights of Noteholders To Receive Principal and
               ------------------------------------------------------------
Interest. Notwithstanding any other provisions in this Indenture, a Noteholder
--------
shall have the right, which is absolute and unconditional, to receive payment
of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or,
in the case of redemption, on or after the Redemption Date) and to institute
suit for the enforcement of any such payment, and such right shall not be
impaired without the consent of such Noteholder.

SECTION 5.12.  Restoration of Rights and Remedies. If the Controlling Party or
               ----------------------------------
any Noteholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned
for any reason, then and in every such case the Trust, the Insurer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee, the Insurer and the Noteholders shall continue as though no such
proceeding had been instituted.

SECTION 5.13.  Rights and Remedies Cumulative. No right or remedy herein
               ------------------------------
conferred upon or reserved to the Controlling Party or to the related
Noteholders is intended to be exclusive of any other right or remedy, and
every right and remedy shall, to the extent permitted by law, be cumulative
and in addition to every other right and remedy given hereunder or now or
hereafter existing at law or in equity or otherwise. The assertion or
employment of any right or remedy hereunder, or otherwise, shall not prevent
the concurrent assertion or employment of any other appropriate right or
remedy.

SECTION 5.14.  Delay or Omission Not a Waiver. No delay or omission of the
               ------------------------------
Indenture Trustee, Controlling Party or any Noteholder to exercise any right
or remedy accruing upon any Event of Default shall impair any such right or
remedy or constitute a waiver of any such Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the
Indenture Trustee, the Insurer or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture
Trustee, the Insurer or by the Noteholders, as the case may be.

SECTION 5.15.  Control by Noteholders. If the Indenture Trustee is the
               ----------------------
Controlling Party, the Noteholders of a majority of the Note Balance, with the
prior written consent of the Insurer, shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that

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

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

provided, however, that, subject to Section 6.1, the Indenture Trustee need
--------  -------
not take any action that it determines might involve it in liability or might
materially adversely affect the rights of any related Noteholders not
consenting to such action.

SECTION 5.16.  Undertaking for Costs. All parties to this Indenture agree, and
               ---------------------
each Noteholder by such Noteholder's acceptance thereof shall be deemed to
have agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it
as Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by the Insurer, any Noteholder, or
group of Noteholders with the prior written consent of the Insurer, in each
case holding in the aggregate more than 10% of the Note Balance or (c) any
suit instituted by any Noteholder for the enforcement of the payment of
principal of or interest on any Note on or after the respective due dates
expressed in such Note and in this Indenture (or, in the case of redemption,
on or after the Redemption Date).

SECTION 5.17.  Waiver of Stay or Extension Laws. The Trust covenants (to the
               --------------------------------
extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter
in force, that may affect the covenants or the performance of this Indenture;
and the Trust (to the extent that it may lawfully do so) hereby expressly
waives all benefit or advantage of any such law, and covenants that it will
not hinder, delay or impede the execution of any power herein granted to the
Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

SECTION 5.18.  Action on Notes. The Indenture Trustee's right to seek and
               ---------------
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee, the Insurer or the Noteholders shall be
impaired by the recovery of any judgment by the Indenture Trustee or the
Insurer against the Trust or by the levy of any execution under such judgment
upon any portion of the Trust Estate or upon any of the assets of the Trust.

SECTION 5.19.  Performance and Enforcement of Certain Obligations.
               --------------------------------------------------

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

     (b) If an Event of Default has occurred and is continuing, the Indenture
Trustee, if it is a Controlling Party, may, and, at the written direction of
the Noteholders of at least 51% of the Note Balance shall, or if the Indenture
Trustee is not a Controlling Party, at the direction of the Insurer, shall,
exercise all rights, remedies, powers, privileges and claims of the Trust
against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller or the Servicer of each of
their obligations to the Trust thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Sale and Servicing
Agreement, and any right of the Trust to take such action shall be suspended.

SECTION 5.20.  Subrogation. The Indenture Trustee shall receive as
               -----------
attorney-in-fact of each Noteholder any Insured Payment from the Insurer
pursuant to the Policy. Any and all Insured Payments disbursed by the
Indenture Trustee from claims made under the Policy shall not be considered
payment by the Trust, and shall not discharge the obligations of the Trust
with respect thereto. The Insurer shall, to the extent it makes any payment
with respect to the Notes, become subrogated to the rights of the recipient of
such payments to the extent of such payments. Subject to and conditioned upon
any payment with respect to the Notes by or on behalf of the Insurer, the
Indenture Trustee shall assign to the Insurer all rights to the payment of
interest or principal with respect to the Notes which are then due for payment
to the extent of all payments made by the Insurer. In addition to the rights
of the Insurer set forth in Section 11.20 hereof, the Insurer may exercise any
option, vote, right, power or the like with respect to the Notes to the extent
that it has made payment pursuant to the Policy.

SECTION 5.21.  Preference Claims.
               -----------------

     (a) In the event that the Indenture Trustee has received a certified copy
of an order of the appropriate court that any payment on a Note has been
avoided in whole or in part as a preference payment under applicable
bankruptcy law, the Indenture Trustee shall so notify the Insurer, shall
comply with the provisions of the Policy to obtain payment by the Insurer of
such avoided payment, and shall, at the time it provides notice to the
Insurer, notify Noteholders by mail that, in the event that any Noteholder's
payment is so recoverable, such Noteholder will be entitled to payment
pursuant to the terms of the Policy. The Indenture Trustee shall furnish to
the Insurer at its written request, the requested records it holds in its
possession evidencing the payments of principal of and interest on Notes, if
any, which have been made by the Indenture Trustee and subsequently recovered
from Noteholders, and the dates on which such payments were made. Pursuant to
the terms of the Policy, the Insurer will make such payment on behalf of the
Noteholder to the receiver, conservator, debtor-in-possession or trustee in
bankruptcy named in the Final Order (as defined in the Policy) and, except as
provided in the Policy, not to the Indenture Trustee or any Noteholder
directly.

     (b) The Indenture Trustee shall promptly notify the Insurer of any
proceeding or the institution of any action (of which the Indenture Trustee
has actual knowledge) seeking the avoidance as a preferential transfer under
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(a "Preference Claim") of any distribution made with respect to the Notes.
    ----------------
Each Noteholder, by its purchase of Notes, and the Indenture Trustee hereby
agree that so long as an Insurer Default shall not have occurred and be
continuing, the Insurer may at any time during the continuation of any
proceeding relating to a Preference Claim direct all matters relating to such
Preference Claim including, without limitation, (i) the direction of any
appeal of any order relating to any Preference Claim and (ii) the posting of
any surety, supersedes or performance bond pending any such appeal at the
expense of the Insurer, but subject to reimbursement as provided in the
Insurance Agreement. In addition, and without limitation of the foregoing, as
set forth in Section 5.20, the Insurer shall be subrogated to, and each
Noteholder and the Indenture Trustee hereby delegate and assign, to the
fullest extent permitted by law, the rights of the Indenture Trustee and each
Noteholder in the conduct of any proceeding with respect to a Preference
Claim, including, without limitation, all rights of any party to an adversary
proceeding action with respect to any court order issued in connection with
any such Preference Claim.

                                  ARTICLE VI.

                             The Indenture Trustee
                             ---------------------

SECTION 6.1.   Duties of Indenture Trustee.
               ---------------------------

     (a) If an Event of Default has occurred and is continuing, the Indenture
Trustee shall exercise the rights and powers vested in it by this Indenture
and the Operative Documents and use the same degree of care and skill in its
exercise as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs; provided, however, that if the
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Indenture Trustee is acting as Servicer, it shall use the same degree of care
and skill as is required of the Servicer under the Sale and Servicing
Agreement.

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

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

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

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

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

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

                    (iii) the Indenture Trustee shall not be liable with
          respect to any action it takes or omits to take in good faith in
          accordance with a direction received by it pursuant to Section 5.15;
          and

                    (iv) the Indenture Trustee shall not be charged with
          knowledge of any failure by the Servicer to comply with the
          obligations of the Servicer referred to in clauses (i) and (ii) of
          Section 5.1 of the Sale and Servicing Agreement unless a Responsible
          Officer of the Indenture Trustee at the Corporate Trust Office
          obtains actual knowledge of such failure or occurrence or the
          Indenture Trustee receives written notice of such failure or
          occurrence from the Servicer, the Insurer or the Noteholders
          evidencing not less than 51% of the Note Balance.

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

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

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

     (g) The Indenture Trustee shall, upon two Business Days' prior written
notice to the Indenture Trustee, permit any representative of the Insurer,
during the Indenture Trustee's normal business hours, to examine all books of
account, records, reports and other papers of the Indenture Trustee relating
to the Notes, to make copies and extracts therefrom at the Insurer's expense
and to discuss the Indenture Trustee's affairs and actions, as such affairs
and actions relate to the Indenture Trustee's duties with respect to the
Notes, with the Indenture Trustee's officers and employees responsible for
carrying out the Indenture Trustee's duties with respect to the Notes.

     (h) The Indenture Trustee shall, and hereby agrees that it will, perform
all of the obligations and duties required of it under the Sale and Servicing
Agreement.

     (i) The Indenture Trustee shall, and hereby agrees that it will, hold the
Policy in trust, and will hold any proceeds of any claim on the Policy in
trust solely for the use and benefit of the Noteholders.

     (j) In no event shall Wells Fargo Bank Minnesota, N.A., in any of its
capacities hereunder, be deemed to have assumed any duties of the Owner
Trustee under the Delaware Business Trust Statute, common law, or the Trust
Agreement.

SECTION 6.2.   Rights of Indenture Trustee.
               ---------------------------

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

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

     (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee.

     (d) The Indenture Trustee shall not be liable for any action it takes or
omits to take in good faith which it believes to be authorized or within its
rights or powers; provided, however, that the Indenture Trustee's conduct does
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not constitute willful misconduct, negligence or bad faith.

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

     (f) The Indenture Trustee shall be under no obligation to institute,
conduct or defend any litigation under this Indenture or in relation to this
Indenture, at the request, order or direction of any of the Noteholders or the
Controlling Party, pursuant to the provisions of this Indenture, unless such
Noteholders or the Controlling Party shall have offered to the Indenture
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; provided, however, that
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the Indenture Trustee shall, upon the occurrence of an Event of Default, or
Event of Servicing Termination as defined in the Sale and Servicing Agreement
(that has not been cured or waived), exercise the rights and powers vested in
it by this Indenture or the Sale and Servicing Agreement with reasonable care
and skill.

     (g) The Indenture 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, consent, order, approval, bond
or other paper or document, unless requested in writing to do so by the
Insurer or by the Noteholders evidencing not less than 25% of the Note
Balance; provided, however, that if the payment within a reasonable time to
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the Indenture Trustee of the costs, expenses or liabilities likely to be
incurred by it in the making of such investigation is, in the opinion of the
Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Indenture or the Sale and
Servicing Agreement, the Indenture Trustee may require indemnity reasonably
satisfactory to it against such cost, expense or liability as a condition to
so proceeding; the reasonable expense of every such examination shall be paid
by the Person making such request.

     (h) The Indenture Trustee shall not be accountable, shall have no
liability and makes no representation as to any acts or omissions hereunder of
the Servicer until such time as, and only to the extent that, the Indenture
Trustee may be required to act as Servicer.

SECTION 6.3.   Individual Rights of Indenture Trustee. The Indenture Trustee in
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its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Trust or its Affiliates with the same rights
it would have if it were not Indenture Trustee. Any Note Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4.   Indenture Trustee's Disclaimer. The Indenture Trustee shall not
               ------------------------------
be responsible for and makes no representation as to the validity or adequacy
of this Indenture, the Trust Estate or the Notes, it shall not be accountable
for the Trust's use of the proceeds from the Notes, and it shall not be
responsible for any statement of the Trust in the Indenture or in any document
issued in connection with the sale of the Notes or in the Notes other than the
Indenture Trustee's certificate of authentication.

SECTION 6.5.   Notice of Defaults. If an Event of Default, a Rapid Amortization
               ------------------
Event, an Event of Servicing Termination or any other default occurs and is
continuing and if it is either known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder and to the Insurer of such
event within 10 days after such knowledge or notice occurs. Except in the case
of a default in payment of principal of or interest on any Note, the Indenture
Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is
in the interests of Noteholders.

SECTION 6.6.   Reports by Indenture Trustee to Noteholders. Upon written
               -------------------------------------------
request, the Note Paying Agent or the Servicer shall on behalf of the Trust
deliver to each Noteholder such information as may be reasonably required to
enable such Noteholder to prepare its Federal and state income tax returns
required by law.

SECTION 6.7.   Compensation and Indemnity. Pursuant to Section 8.6(c)(i) and
               --------------------------
subject to Section 6.18 herein, the Seller shall pay to the Indenture Trustee,
on each Payment Date, the Indenture Trustee Fee. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of
an express trust. Pursuant to Section 8.6(c)(xi) herein, the Seller shall
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it in accordance with any provision of this Indenture
(including the reasonable compensation and expenses and disbursements of any
of its agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or willful misconduct. The Indenture
Trustee and any director, officer, employee or agent of the Indenture Trustee
shall be indemnified by the Seller to the extent described in Section 4.15(b)
of the Sale and Servicing Agreement.

SECTION 6.8.   Replacement of Indenture Trustee. The Indenture Trustee may
               --------------------------------
resign at any time by so notifying the Trust and the Insurer by written
notice. Upon receiving such notice of resignation, the Trust shall promptly
appoint a successor Indenture Trustee (approved in writing by the Insurer, so
long as such approval is not unreasonably withheld) by written instrument, in
duplicate, one copy of such instrument shall be delivered to the resigning
Indenture Trustee (who shall deliver a copy to the Servicer) and one copy to
the successor Trustee. The Trust may (with the prior written consent of the
Insurer) and, at the request of the Insurer shall, remove the Indenture
Trustee, if:

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

     (ii)  a court having jurisdiction in the premises in respect of the
           Indenture Trustee in an involuntary case or proceeding under
           federal or state banking or bankruptcy laws, as now or hereafter
           constituted, or any other applicable federal or state bankruptcy,
           insolvency or other similar law, shall have entered a decree or
           order granting relief or appointing a receiver, liquidator,
           assignee, custodian, trustee, conservator, sequestrator (or similar
           official) for the Indenture Trustee or for any substantial part of
           the Indenture Trustee's property, or ordering the winding-up or
           liquidation of the Indenture Trustee's affairs;

     (iii) an involuntary case under the federal bankruptcy laws, as now or
           hereafter in effect, or another present or future federal or state
           bankruptcy, insolvency or similar law is commenced with respect to
           the Indenture Trustee and such case is not dismissed within 60
           days;

     (iv)  the Indenture Trustee commences a voluntary case under any federal
           or state banking or bankruptcy laws, as now or hereafter
           constituted, or any other applicable federal or state bankruptcy,
           insolvency or other similar law, or consents to the appointment of
           or taking possession by a receiver, liquidator, assignee,
           custodian, trustee, conservator, sequestrator (or other similar
           official) for the Indenture Trustee or for any substantial part of
           the Indenture Trustee's property, or makes any assignment for the
           benefit of creditors or fails generally to pay its debts as such
           debts become due or takes any corporate action in furtherance of
           any of the foregoing; or

     (v)   the Indenture Trustee otherwise becomes incapable or is prohibited
           by law from, acting.

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

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

          If a successor Indenture Trustee does not take office within 30 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Trust or the Noteholders of a majority in Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee acceptable to the Insurer.

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

          Any resignation or removal of the Indenture Trustee and appointment
of a successor Indenture Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.8.

          Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.8, the Trust's and the Seller's indemnity obligations under
Section 6.7 shall continue for the benefit of the retiring Indenture Trustee
and the Seller shall pay any amounts owing to the Indenture Trustee.

SECTION 6.9.   Successor Indenture Trustee by Merger. If the Indenture Trustee
               -------------------------------------
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Indenture Trustee.

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

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

     (a) Notwithstanding any other provisions of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Trust may at the time be located, the Indenture Trustee with
the prior written consent of the Insurer shall have the power and may execute
and deliver all instruments to appoint one or more Persons to act as a
co-trustee or co-trustees, or separate trustee or separate trustees, of all or
any part of the Trust (including, for purposes of this Section 6.10, all or
any part of the Trust Estate), and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders and the Insurer, such title to
the Trust, or any part hereof, and, subject to the other provisions of this
Section 6.10, such powers, duties, obligations, rights and trusts as the
Indenture Trustee may consider necessary or desirable. No co-trustee or
separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8.

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

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

     (ii)  no trustee hereunder shall be personally liable by reason of any
           act or omission of any other trustee hereunder, including acts or
           omissions of predecessor or successor trustees; and

     (iii) the Indenture Trustee and the Servicer acting jointly may at any
           time accept the resignation of or remove any separate trustee or
           co-trustee except that following the occurrence of an Event of
           Servicing Termination, the Indenture Trustee acting alone may
           accept the resignation of or remove any separate trustee or
           co-trustee.

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

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

     (e) The Servicer shall be responsible for the fees of any co-trustee or
separate trustee appointed hereunder, and such fees shall not be a
responsibility of the Trust.

SECTION 6.11.  Eligibility; Disqualification. There shall at all times be an
               -----------------------------
Indenture Trustee hereunder which shall be a corporation or association
organized and doing business under the laws of the United States of America or
of any State authorized under such laws to exercise corporate trust powers,
subject to supervision or examination by the United States of America or any
such State having a rating or ratings acceptable to the Insurer or, in the
event of an Insurer Default, the Seller and having (x) short-term, unsecured
debt rated at least P-1 by Moody's (or such lower rating as may be acceptable
to Moody's and the Insurer) and (y) a short-term deposit rating of at least
A-1 from S&P (or such lower rating as may be acceptable to S&P and the
Insurer). The Indenture Trustee shall at all times satisfy the requirements of
TIA ss. 310(a). The Indenture Trustee shall have a combined capital and
surplus of at least $50,000,000 as set forth in its most recent published
annual report of condition. The Indenture Trustee shall provide copies of such
reports to the Insurer upon request. The Indenture Trustee shall comply with
TIA ss. 310(b), including the optional provision permitted by the second
sentence of TIA ss. 310(b)(9); provided, however, that there shall be excluded
                               --------  -------
from the operation of TIA ss. 310(b)(1) any indenture or indentures under
which other securities of the Trust are outstanding if the requirements for
such exclusion set forth in TIA ss. 310(b)(1) are met.

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

SECTION 6.13.  Appointment and Powers. Subject to the terms and conditions
               ----------------------
hereof, each of the Noteholders, the Trust and the Insurer hereby appoints
Wells Fargo Bank Minnesota, N.A. as the Indenture Trustee with respect to the
Trust Estate, and Wells Fargo Bank Minnesota, N.A. hereby accepts such
appointment and agrees to act as Indenture Trustee with respect to the Trust
Estate for the Noteholders and the Insurer, to maintain custody and possession
of such Trust Estate (except as otherwise provided hereunder) and to perform
the other duties of the Indenture Trustee in accordance with the provisions of
this Indenture and the other Operative Documents. Each Noteholder and the
Insurer hereby authorizes the Indenture Trustee to take such action on its
behalf, and to exercise such rights, remedies, powers and privileges
hereunder, as the Controlling Party may direct and as are specifically
authorized to be exercised by the Indenture Trustee by the terms hereof,
together with such actions, rights, remedies, powers and privileges as are
reasonably incidental thereto. The Indenture Trustee shall act upon and in
compliance with the written instructions of the Controlling Party delivered
pursuant to this Indenture promptly following receipt of such written
instructions; provided that the Indenture Trustee shall not act in accordance
with any instructions (i) which are not authorized by, or in violation of the
provisions of, this Indenture or (ii) for which the Indenture Trustee has not
received reasonable indemnity. Receipt of such instructions shall not be a
condition to the exercise by the Indenture Trustee of its express duties
hereunder, except where this Indenture provides that the Indenture Trustee is
permitted to act only following and in accordance with such instructions.

SECTION 6.14.  Performance of Duties. Subject to Section 6.1 the Indenture
               ---------------------
Trustee shall have no duties or responsibilities except those expressly set
forth in this Indenture and the other Operative Documents to which the
Indenture Trustee is a party or as directed by the Controlling Party in
accordance with this Indenture. The Indenture Trustee shall not be required to
take any discretionary actions hereunder except at the written direction of
the Controlling Party and with the indemnification described in Section 6.7
hereof. The Indenture Trustee shall, and hereby agrees that it will, perform
all of the duties and obligations required of it under the Sale and Servicing
Agreement.

SECTION 6.15.  Limitation on Liability. Neither the Indenture Trustee nor any
               -----------------------
of its directors, officers, employees and agents shall be liable for any
action taken or omitted to be taken by it or them hereunder, or in connection
herewith, except that the Indenture Trustee shall be liable for its
negligence, bad faith or willful misconduct; nor shall the Indenture Trustee
be responsible for the validity, effectiveness, value, sufficiency or
enforceability against the Trust of this Indenture or any of the Trust Estate
(or any part thereof).

SECTION 6.16.  Reliance Upon Documents. In the absence of negligence, bad faith
               -----------------------
or willful misconduct on its part, the Indenture Trustee shall be entitled to
rely on any communication, instrument, paper or other document reasonably
believed by it to be genuine and correct and to have been signed or sent by
the proper Person or Persons and shall have no liability in acting, or
omitting to act, where such action or omission to act is in reasonable
reliance upon any statement or opinion contained in any such document or
instrument.

SECTION 6.17.  Representations and Warranties of the Indenture Trustee. The
               -------------------------------------------------------
Indenture Trustee represents and warrants to the Trust and to each Noteholder
and the Insurer as follows:

     (a)   Due Organization. The Indenture Trustee is a national banking
           ----------------
association, duly organized, validly existing and in good standing under the
laws of the United States and is duly authorized and licensed under applicable
law to conduct its business as presently conducted.

     (b)   Corporate Power. The Indenture Trustee has all requisite right, power
           ---------------
and authority to execute and deliver this Indenture and to perform all of its
duties as the Indenture Trustee hereunder.

     (c)   Due Authorization. The execution and delivery by the Indenture
           -----------------
Trustee of this Indenture and the other Operative Documents to which it is a
party, and the performance by the Indenture Trustee of its duties hereunder
and thereunder, have been duly authorized by all necessary corporate
proceedings, are required for the valid execution and delivery by the
Indenture Trustee, or the performance by the Indenture Trustee, of this
Indenture and such other Operative Documents.

     (d)   Valid and Binding Indenture. The Indenture Trustee has duly executed
           ---------------------------
and delivered this Indenture and each other Operative Document to which it is
a party, and each of this Indenture and each such other Operative Document
constitutes the legal, valid and binding obligation of the Indenture Trustee,
enforceable against the Indenture Trustee in accordance with its terms, except
as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies
may be limited by equitable principles of general applicability.

SECTION 6.18.  Waiver of Setoffs. The Indenture Trustee hereby expressly waives
               -----------------
any and all rights of setoff that the Indenture Trustee may otherwise at any
time have under applicable law with respect to any Account and agrees that
amounts in the Accounts shall at all times be held and applied solely in
accordance with the provisions hereof.

SECTION 6.19.  Control by the Controlling Party. The Indenture Trustee shall
               --------------------------------
comply with notices and instructions given by the Trust or the Noteholders
only if accompanied by the written consent of the Controlling Party.

SECTION 6.20.  Indenture Trustee May Enforce Claims Without Possession of
               ----------------------------------------------------------
Notes. All rights of action and claims under this Indenture or the Notes may
-----
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and such proceeding instituted by the Indenture Trustee shall be brought in
its own name or in its capacity as Indenture Trustee. Any recovery of judgment
shall, after provision for the payment of the reasonable compensation,
expenses, disbursement and advances of the Indenture Trustee, its agents and
counsel, be for the ratable benefit of the Noteholders and the Insurer, in
respect of which such judgment has been recovered.

SECTION 6.21.  Suits for Enforcement. In case an Event of Servicing Termination
               ---------------------
or other default by the Servicer or the Seller hereunder or under the
Operative Documents shall occur and be continuing, the Indenture Trustee, if
the Controlling Party has given its prior written consent, may proceed to
protect and enforce its rights and the rights of the Noteholders and the
Insurer, under this Indenture by a suit, action or proceeding in equity or at
law or otherwise, whether for the specific performance of any covenant or
agreement contained in this Indenture or in aid of the execution of any power
granted in this Indenture or for the enforcement of any other legal, equitable
or other remedy, as the Indenture Trustee, being advised by counsel selected
by it with due care, shall deem most effectual to protect and enforce any of
the rights of the Indenture Trustee, the Insurer and the Noteholders.

SECTION 6.22.  Mortgagor Claims. In connection with any offset defenses, or
               ----------------
affirmative claim for recovery, asserted in legal actions brought by
Mortgagors under one or more Mortgage Loans based upon provisions therein or
upon other rights or remedies arising from any requirements of law applicable
to the Mortgage Loans:

     (a) The Indenture Trustee is the holder of the Mortgage Loans only as
trustee on behalf of the holders of the Notes, and not as a principal or in
any individual or personal capacity.

     (b) The Indenture Trustee shall not be personally liable for, or
obligated to pay Mortgagors, any affirmative claims asserted thereby, or
responsible to holders of the Notes for any offset defense amounts applied
against Mortgage Loan payments, pursuant to such legal actions.

     (c) The Indenture Trustee will pay, solely from available Trust money,
affirmative claims for recovery by Mortgagors only pursuant to final judicial
orders or judgments, or judicially-approved settlement agreements, resulting
from such legal actions against the Trust.

     (d) The Indenture Trustee will comply with judicial orders and judgments
which require its actions or cooperation in connection with Mortgagors' legal
actions to recover affirmative claims against holders of the Notes.

     (e) The Indenture Trustee will cooperate with and assist the Servicer,
the Insurer, the Seller, or holders of the Notes in their defense of legal
actions by Mortgagors to recover affirmative claims if such cooperation and
assistance is not contrary to the interests of the Indenture Trustee as a
party to such legal actions and if the Indenture Trustee is satisfactorily
indemnified for all liability, costs and expenses arising therefrom.

     (f) The Trust hereby agrees to cause the Servicer to indemnify, hold
harmless and defend the Indenture Trustee from and against any and all
liability, loss, costs and expenses of the Indenture Trustee resulting from
any affirmative claims for recovery asserted or collected by Mortgagors under
the Mortgage Loans and such amounts shall not be a responsibility of the
Trust.

                                 ARTICLE VII.

                        Noteholders' Lists and Reports
                        ------------------------------

SECTION 7.1.   Trust To Furnish To Indenture Trustee Names and Addresses of
               ------------------------------------------------------------
Noteholders. The Trust will furnish or cause to be furnished to the Indenture
-----------
Trustee (a) not more than five days after the earlier of (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date, (b) at such other times as the Indenture
Trustee may request in writing, within 30 days after receipt by the Trust of
any such request, a list of similar form and content as of a date not more
than 10 days prior to the time such list is furnished; provided, however, that
                                                       --------  -------
so long as the Indenture Trustee is the Note Registrar, no such list shall be
required to be furnished. The Indenture Trustee or, if the Indenture Trustee
is not the Note Registrar, the Trust shall furnish to the Insurer or the Trust
in writing upon their written request and at such other times as the Insurer
or the Trust may request a copy of the list.

SECTION 7.2.   Preservation of Information; Communications to Noteholders.
               -----------------------------------------------------------

     (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.1 upon receipt
of a new list so furnished.

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

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

SECTION 7.3.   Reports by Trust.
               ----------------

     (a) The Trust shall:

     (i)   file with the Indenture Trustee, within 15 days after the Trust is
           required to file the same with the Commission, copies of the annual
           reports and copies 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 Trust may be required to file with the
           Commission pursuant to Section 13 or 15(d) of the Exchange Act;

     (ii)  file with the Indenture Trustee 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 Trust with the conditions and
           covenants of this Indenture as may be required from time to time by
           such rules and regulations; and

     (iii) supply to the Indenture Trustee (and the Indenture Trustee shall
           transmit by mail or make available electronically to all
           Noteholders described in TIA ss. 313(c)) such summaries of any
           information, documents and reports required to be filed by the
           Trust pursuant to clauses (i) and (ii) of this Section 7.3(a) as
           may be required by rules and regulations prescribed from time to
           time by the Commission.

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

SECTION 7.4.   Reports by Indenture Trustee. If required by TIA ss. 313(a),
               ----------------------------
within 60 days after each December 31, beginning with December 31, 2001, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c)
a brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).

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

                                ARTICLE VIII.

        Payments and Statements to Noteholders and Certificateholders;
        --------------------------------------------------------------
                     Accounts, Disbursements and Releases
                     ------------------------------------

SECTION 8.1.   Collection of Money. Except as otherwise expressly provided
               -------------------
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture and the Sale
and Servicing Agreement. The Indenture Trustee shall apply all such money
received by it as provided in this Indenture and the Sale and Servicing
Agreement. Except as otherwise expressly provided in this Indenture or in the
Sale and Servicing Agreement, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Trust Estate, the Indenture Trustee and the Servicer may, with the prior
written consent of the Insurer, and shall, at the direction of the Insurer,
take such action (after the applicable cure period) as may be appropriate to
enforce such payment or performance, including the institution and prosecution
of appropriate proceedings.

SECTION 8.2.   Release of Trust Estate.
               -----------------------

     (a) Subject to Section 8.11 and the payment of its fees and expenses
pursuant to Section 6.7, the Indenture Trustee may, and when required by the
Trust and the provisions of this Indenture shall (in each case, with the prior
written consent of the Insurer), execute instruments to release property from
the lien of this Indenture, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture or the Sale and Servicing
Agreement. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

     (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7 and
all Reimbursement Amounts due to the Insurer pursuant to the Insurance
Agreement have been paid and confirmed in writing by the Insurer, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release to the Trust or any other Person entitled thereto
any funds then on deposit in the Accounts. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.2(b) only
upon receipt of an Issuer Order accompanied by an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA ss.ss. 314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1, and the prior written consent of the Insurer.

     (c) The foregoing notwithstanding, the Indenture Trustee shall release
Mortgage Loans from the lien of this Indenture pursuant to the Sale and
Servicing Agreement.

SECTION 8.3.   Establishment of Accounts. The Indenture Trustee shall maintain
               -------------------------
the Note Account in the name of the Trust for the benefit of the Noteholders
and the Insurer, as their interests may appear.

SECTION 8.4.   The Payments Under the Policy.
               -----------------------------

     (a) No later than the second Business Day prior to each Payment Date, the
Indenture Trustee shall calculate the Deficiency Amount, if any, with respect
to the immediately following Payment Date.

     (b) If the Indenture Trustee determines pursuant to paragraph (a) above
that a Deficiency Amount would exist, the Indenture Trustee shall complete a
Notice in the form of Exhibit A to the Policy and submit such notice to the
Insurer no later than 12:00 noon New York City time on the second Business Day
preceding such Payment Date as a claim for a payment in an amount equal to the
Deficiency Amount.

     (c) Upon receipt of payments made pursuant to the Policy from the Insurer
on behalf of the Noteholders, the Indenture Trustee shall deposit such
payments in the Note Account and shall distribute such payments, or the
proceeds thereof, in accordance with Section 8.6(c) hereof to the Noteholders.

     (d) The Indenture Trustee shall (i) receive payments made pursuant to the
Policy as attorney-in-fact for each Noteholder and (ii) disburse such Insured
Payment to the Noteholders as set forth in Section 8.6(c) hereof. The Insurer
shall be entitled to receive the Reimbursement Amount pursuant to Section
8.6(c)(viii) hereof with respect to each Insured Payment made by the Insurer.
The Indenture Trustee hereby agrees on behalf of each Noteholder and the Trust
for the benefit of the Insurer that it recognizes that to the extent the
Insurer makes payments pursuant to the Policy, either directly or indirectly
(as by paying through the Indenture Trustee), to the Noteholders, the Insurer
will be subrogated to the Noteholders and will be entitled to receive such
Reimbursement Amount.

SECTION 8.5.   [Reserved.]
                --------

SECTION 8.6.   Flow of Funds.
               -------------

     (a) The Indenture Trustee shall deposit to the Note Account, without
duplication, immediately upon receipt, (i) any Insured Payments, (ii) the
proceeds of any final liquidation of the assets of the Trust and (iii) the
Monthly Remittance Amount remitted by the Servicer or any sub servicer.

     (b) On each Payment Date, any Insured Payments shall be applied to
payments specified under clauses, (iv), (v) and (vii) of Section 8.6(c) and in
the case of the Note Maturity Date, to pay principal on the Notes in an amount
equal to any Note Balance that remains Outstanding.

     (c) On each Payment Date, the Indenture Trustee shall, from funds on
deposit in the Note Account representing Investor Interest Collections for
such Payment Date, make the following allocations, disbursements and transfers
in the following order of priority, and each such allocation, transfer and
disbursement shall be treated as having occurred only after all preceding
allocations, transfers and disbursements have occurred:

     (i)   to the Indenture Trustee, the Indenture Trustee Fee then due and to
           the Owner Trustee, the Owner Trustee Fee then due;

     (ii)  to the Insurer, the Premium then due;

     (iii) to the Servicer, reimbursement for the Investor Floating Allocation
           Percentage of the sum of any unreimbursed Servicing Advances and
           P&I Advances which have been deemed Nonrecoverable Advances,
           provided the amount reimbursed with respect to a Mortgage Loan
           pursuant to this clause (iii) shall not exceed the Principal
           Balance of such Mortgage Loan (which, if such Mortgage Loan is a
           Liquidated Mortgage Loan, shall be measured at the time it became a
           Liquidated Mortgage Loan);

     (iv)  to the Noteholders, the Interest Distribution Amount for such
           Payment Date;

     (v)   to the Noteholders, the Note Interest Shortfall, if any, for such
           Payment Date;

     (vi)  to the Noteholders, as a distribution of principal, an amount equal
           to the Investor Liquidated Loss Amounts for such Payment Date and
           any Investor Liquidated Loss Amounts that remain unpaid from prior
           Payment Dates;

     (vii) to the Noteholders, as a distribution of principal, the
           Overcollateralization Deficit for such Payment Date;

     (viii) to the Insurer, the Reimbursement Amount, if any, then due to it;

     (ix)  to the Noteholders, as a distribution of principal, the Accelerated
           Principal Payment for such Payment Date;

     (x)   to the Noteholders, the amount of any Net Funds Cap Carry-Forward
           Amount then due;

     (xi)  to the Indenture Trustee and the Owner Trustee, for the
           reimbursement of expenses of the Indenture Trustee and the Owner
           Trustee, including without limitation all amounts due and owing to
           the Indenture Trustee under Section 4.15 of the Sale and Servicing
           Agreement and to the Owner Trustee under Article VIII of the Trust
           Agreement which expenses in each case were incurred in connection
           with its duties and obligations under the Operative Documents;

     (xii) to the Servicer, the amount of any unreimbursed Nonrecoverable
           Advances not reimbursed pursuant to clause (iii) above; and

     (xiii) to the Certificateholders, any such amounts remaining on deposit
           in the Note Account.

     (d) On any Payment Date during the continuance of any Insurer Default no
Premium Amount shall be paid to the Insurer (unless the Insurer or its
custodian, trustee, agent, receiver, custodian, or similar official continues
to make payments required under the Policy) and any amounts otherwise payable
to the Insurer as Premium Amounts shall be retained in the Note Account but
segregated from Available Funds. On any Payment Date when such Insurer Default
has been cured, the Premium Amounts shall be paid to the Insurer.

     (e) On each Payment Date, the Indenture Trustee shall distribute any
funds on deposit in the Note Account representing any Seller Interest
Collections for such Payment Date to the Certificateholders.

     (f) On each Payment Date, the Indenture Trustee shall, from those funds
on deposit in the Note Account that represent the Principal Remittance Amount
for the related Remittance Date, distribute to Noteholders the Scheduled
Principal Distribution Amount for such Payment Date, and shall allocate the
remaining portion of such Principal Remittance Amount first to pay the
Noteholders, as a further distribution of principal, the amount of any
Investor Liquidated Loss Amounts from prior Payment Dates that remain
unreimbursed after giving effect to the distribution of Investor Interest
Collections for that Payment Date (provided that in no event shall the amount
paid to Noteholders on a Payment Date pursuant to this clause first exceed the
amount by which the Investor Amount exceeds the Note Balance after giving
effect to all other distributions on that Payment Date); and second to the
Certificateholders any remaining Principal Remittance Amount.

SECTION 8.7.   Investment of Accounts.
               ----------------------

     (a) So long as no event described in Section 5.1(a) of the Sale and
Servicing Agreement shall have occurred and be continuing, and consistent with
any requirements of the Code, all or a portion of the Accounts (excluding
investment earnings thereon) held by the Indenture Trustee shall be invested
and reinvested by the Indenture Trustee in the name of the Indenture Trustee
for the benefit of the Noteholders and the Insurer as directed in writing by
the Servicer, in one or more Eligible Investments bearing interest or sold at
a discount. During the continuance of an event described in Section 5.1(a) of
the Sale and Servicing Agreement and following any removal of the Servicer,
the Insurer may direct such investments. No investment in any Account shall
mature later than the Business Day immediately preceding the next Payment
Date.

     (b) If any amounts are needed for disbursement from any Account held by
the Indenture Trustee and sufficient uninvested funds are not available to
make such disbursement, the Indenture Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in such
Account. No investments will be liquidated prior to maturity unless the
proceeds thereof are needed for disbursement.

     (c) The Indenture Trustee shall not in any way be held liable by reason
of any insufficiency in any Account held by the Indenture Trustee resulting
from any loss on any Eligible Investment included therein (except in its
capacity as obligor on any such investment) but shall be liable for loss of
investment earnings if the funds held in the Accounts are not invested in
accordance with this Indenture.

     (d) The Indenture Trustee shall hold funds in the Accounts held by the
Indenture Trustee in Eligible Investments specified in clause (i) of Section
8.8 upon the occurrence of either of the following events:

     (i)   the Servicer or the Insurer shall have failed to give investment
           directions to the Indenture Trustee; or

     (ii)  the Servicer or the Insurer shall have failed to give investment
           directions to the Indenture Trustee by 5:00 PM New York time (or
           such other time as may be agreed by the Servicer and the Indenture
           Trustee) on the Business Day prior to receipt of such funds.

          Any investment earnings on funds held in the Note Account shall be
for the account of the Servicer (except for investment earnings on funds held
in the Note Account from the day prior to each Payment Date to such Payment
Date which shall be for the account of the Indenture Trustee) and may only be
withdrawn from the Note Account by the Indenture Trustee to be remitted to the
Servicer or to itself, as applicable, on each respective Payment Date. Any
references herein to amounts on deposit in the Note Account shall refer to
amounts net of such investment earnings. The Servicer shall deposit the amount
of any investment losses immediately into the Note Account as realized.

SECTION 8.8.   Eligible Investments.  The following are "Eligible Investments":
               --------------------                      --------------------

     (a) Direct general obligations of the United States or the obligations of
any agency or instrumentality of the United States fully and unconditionally
guaranteed, the timely payment or the guarantee of which constitutes a full
faith and credit obligation of the United States.

     (b) Federal Housing Administration debentures.

     (c) FHLMC participation certificates and senior debt obligations.

     (d) Federal Home Loan Banks' consolidated senior debt obligations.

     (e) FNMA mortgage-backed securities (other than stripped mortgage
securities which are valued greater than par on the portion of unpaid
principal) and senior debt obligations.

     (f) Federal funds, certificates of deposit, time and demand deposits, and
bankers' acceptances (having original maturities of not more than 365 days) of
any domestic bank, the short-term debt obligations of which have been rated
A-1 or better by S&P and P-1 by Moody's.

     (g) Investment agreements approved by the Insurer provided:

               1. The agreement is with a bank or insurance company which has
     an unsecured, uninsured and unguaranteed obligation (or claims-paying
     ability) rated Aa2 or better by Moody's and AA or better by S&P, or is
     the lead bank of a parent bank holding company with an uninsured,
     unsecured and unguaranteed obligation meeting such rating requirements,
     and

               2. Monies invested thereunder may be withdrawn without any
     penalty, premium or charge upon not more than one day's notice (provided
     such notice may be amended or canceled at any time prior to the
     withdrawal date), and

               3. The agreement is not subordinated to any other obligations
     of such insurance company or bank, and

               4. The same guaranteed interest rate will be paid on any future
     deposits made pursuant to such agreement, and

               5. The Indenture Trustee and the Insurer receive an opinion of
     counsel that such agreement is an enforceable obligation of such
     insurance company or bank.

     (h) Commercial paper (having original maturities of not more than 365
days) rated A-1 or better by S&P and P-1 or better by Moody's.

     (i) Investments in money market funds rated AAAm or AAAm-G by S&P and AAA
or P-1 by Moody's, including those managed or advised by the Indenture Trustee
or its affiliates.

     (j) Investments approved in writing by the Insurer and acceptable to
Moody's and S&P.

          provided that no instrument described above is permitted to evidence
          --------
either the right to receive (a) only interest with respect to obligations
underlying such instrument or (b) both principal and interest payments derived
from obligations underlying such instrument and the interest and principal
payments with respect to such instrument provided a yield to maturity at par
greater than 120% of the yield to maturity at par of the underlying
obligations; and provided, further, that no instrument described above may be
                 --------  -------
purchased at a price greater than par if such instrument may be prepaid or
called at a price less than its purchase price prior to stated maturity.

SECTION 8.9.   Reports by Indenture Trustee.
               ----------------------------

     (a) On each Payment Date, to the extent that the related report described
in Section 4.14 of the Sale and Servicing Agreement has been received by the
Indenture Trustee, the Indenture Trustee shall provide or make available to
each Noteholder, the Servicer, the Insurer, each Underwriter, the Seller, S&P
and Moody's a written report setting forth, among other things, the following
information:

     (i)   the total amount of the distribution with respect to the Notes and
           the Certificates;

     (ii)  the amount of such distributions allocable to principal;

     (iii) the amount of such distributions allocable to interest;

     (iv)  the amount of any Note Interest Shortfall in such distribution;

     (v)   the amount of any Insured Payment included in the amounts
           distributed on such Payment Date;

     (vi)  information furnished by the Seller pursuant to Section
           6049(d)(7)(C) of the Code and the regulations promulgated
           thereunder to assist the Noteholders in computing their market
           discount;

     (vii) the total of any Substitution Amounts and any Loan Reacquisition
           Price amounts included in such distribution;

     (viii) the amounts, if any, of any Realized Losses for the related
           Remittance Period;

     (ix)  the Servicing Fee for the related Remittance Period;

     (x)   the Note Balance and the Pool Factor, each after giving effect to
           such distribution;

     (xi)  the Pool Principal Balance as of the end of the preceding
           Remittance Period;

     (xii) the Investor Amount and the Investor Floating Allocation
           Percentage;

     (xiii) the Note Interest Rate applicable to the distribution on the
           following Payment Date;

     (xiv) the number and aggregate principal balance of all Mortgage Loans
           reacquired or substituted for by the Seller pursuant to Sections
           2.2(b), 2.5, 3.3(c), 3.4 and 4.1 of the Sale and Servicing
           Agreement;

     (xv)  the Overcollateralization Deficit;

     (xvi) the amount of any Net Funds Cap Carry-Forward Amount;

     (xvii) the amount of any Overcollateralization Reduction Amount;

     (xviii) the current level of the Overcollateralization Amount;

     (xix) the total number, aggregate Principal Balance and the percentage
           (based on the Pool Principal Balance) of all Mortgage Loans that
           are (a) 30-59 days Delinquent, (b) 60-89 days Delinquent and (c) 90
           or more days Delinquent;

     (xx)  the total number, aggregate Principal Balance and percentage (based
           on the Pool Principal Balance) of all Mortgage Loans in foreclosure
           proceedings (and whether any such Mortgage Loans are also included
           in any of the statistics described in the foregoing clause (xix));
           and

     (xxi) the total number, aggregate Principal Balance and percentage (based
           on the Pool Principal Balance) of all Mortgage Loans relating to
           Mortgagors in bankruptcy proceedings (and whether any such Mortgage
           Loans are also included in any of the statistics described in the
           foregoing clause (xix)).

               Items (i) through (iii) above shall, with respect to each Note,
     be presented on the basis of a Note having a $1,000 denomination. In
     addition, within a reasonable time following the end of any calendar year
     during which the Notes are outstanding, the Indenture Trustee shall upon
     request furnish a report to each holder of record at any time during each
     calendar year as to the aggregate of amounts reported pursuant to (i),
     (ii) and (iii) with respect to the Notes for such calendar year. Such
     obligation of the Indenture Trustee shall be deemed to have been
     satisfied to the extent that substantially comparable information shall
     be provided by the Indenture Trustee pursuant to any requirements of the
     Code as are in force from time to time. If the Notes are then in
     book-entry form, DTC will supply such reports to the Noteholders as are
     in accordance with its procedures.

               Such reports shall be made available to the above parties via
     the Indenture Trustee's internet website. The Indenture Trustee's
     internet website shall initially be located at "www.ctslink.com".
     Assistance in using the website can be obtained by calling the Indenture
     Trustee's customer service desk at (301) 815-6600. Parties that are
     unable to use the above distribution options are entitled to have a paper
     copy mailed to them via first class mail by calling the customer service
     desk and indicating such. The Indenture Trustee shall have the right to
     change the way the reports are distributed in order to make such
     distribution more convenient and/or more accessible to the above parties
     and the Indenture Trustee shall provide timely and adequate notification
     to all above parties regarding any such changes.

SECTION 8.10.  Additional Reports by Indenture Trustee.
               ---------------------------------------

     (a) The Indenture Trustee shall report to the Seller, the Servicer and
the Insurer with respect to the amount then held in each Account (including
investment earnings accrued or scheduled to accrue) held by the Indenture
Trustee and the identity of the investments included therein, as the Seller,
the Servicer or the Insurer may from time to time request. Without limiting
the generality of the foregoing, the Indenture Trustee shall, at the request
of the Seller, the Servicer or the Insurer, transmit promptly to the Seller,
the Servicer and the Insurer copies of the Servicer Report in respect of the
Mortgage Loans furnished to it by the Servicer pursuant to Section 4.3 of the
Sale and Servicing Agreement and shall notify the Seller, the Servicer and the
Insurer if any such receipts have not been received by the Indenture Trustee.

     (b) From time to time, at the request of the Insurer, the Indenture
Trustee shall report to the Insurer with respect to its actual knowledge,
without independent investigation, of any breach of any of the representations
or warranties relating to individual Mortgage Loans set forth in Section
3.3(a) of the Sale and Servicing Agreement. On the date that is 90 days after
the 21st day after the Closing Date, the Indenture Trustee shall provide the
Insurer with a written report of all of such inaccuracies to such date of
which it has actual knowledge, without independent investigation, and of the
action taken by the Seller under Section 3.4(b) of the Sale and Servicing
Agreement with respect thereto.

     (c) The Seller and the Servicer, on behalf of Noteholders and the Trust
(the "Trust Parties") may authorize the Indenture Trustee to transmit the loan
      -------------
level information with respect to the Mortgage Loans, excluding any
information relating to the fees or amounts due to the Insurer, contained in
reports provided to the Insurer or the Indenture Trustee by the Servicer (the
"Information") to The Bloomberg, an on-line computer based on-line information
 -----------
network maintained by Bloomberg L.P. ("Bloomberg") or on any other on-line
                                       ---------
computer based information network or service ("Information Network"), or in
                                                -------------------
other electronic or print information services deemed acceptable by the Seller
or the Servicer as designated in writing to the Indenture Trustee by an
Authorized Officer of the Servicer. In the event the Seller and the Servicer
authorizes the release of the Information, the Trust Parties agree not to
commence any actions or proceedings, or, otherwise assert any claims, against
the Indenture Trustee or its affiliates or any of the Indenture Trustee's or
it's affiliates' respective agents, representatives, directors, officers or
employees (collectively, the "Designated Parties"), arising out of, or related
                              ------------------
to or in connection with the dissemination and/or use of any Information by
the Indenture Trustee, including, but not limited to, claims based on
allegations of inaccurate or incomplete information by the Indenture Trustee
to Bloomberg or to any Information Network or otherwise (other than in
connection with the Trustee's negligence or willful misconduct). The Trust
Parties waive their rights to assert any such claims against the Designated
Parties and fully and finally release the Designated Parties from any and all
such claims, demands, obligations, actions and liabilities (other than in
connection with such Designated Parties' negligence or willful misconduct).
The Indenture Trustee makes no representations or warranties, expressed or
implied, of any kind whatsoever with respect to the accuracy, adequacy,
timeliness, completeness, merchantability or fitness for any particular
purpose of any Information in any form or manner. The authorizations,
covenants and obligations of the Trust Parties under this section shall be
irrevocable and shall survive the termination of this Indenture.

SECTION 8.11.  Opinion of Counsel. The Indenture Trustee shall receive at least
               ------------------
seven days' notice when requested by the Trust to take any action pursuant to
Section 8.2(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require as a condition to such action, an Opinion
of Counsel, stating the legal effect of any such action, outlining the steps
required to complete the same, and concluding that all conditions precedent to
the taking of such action have been complied with and such action will not
materially and adversely impair the security for the Notes or the rights of
the Noteholders or the Insurer in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
           --------  -------
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                  ARTICLE IX.

                            Supplemental Indentures
                            -----------------------

SECTION 9.1.   Supplemental Indentures Without Consent of Noteholders.
               ------------------------------------------------------

     (a) Without the consent of the Noteholders but with the prior written
consent of the Insurer, as evidenced to the Indenture Trustee, the Trust and
the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the provisions of the Trust Indenture Act as in force
at the date of the execution thereof), in form satisfactory to the Indenture
Trustee and the Insurer, for any of the following purposes:

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

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

     (iii) to add to the covenants of the Trust, for the benefit of the
           Noteholders and the Insurer, or to surrender any right or power
           herein conferred upon the Trust;

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

     (v)   to cure any ambiguity, to correct or supplement any provision
           herein or in any supplemental indenture which may be inconsistent
           with any other provision herein or in any supplemental indenture or
           to make any other provisions with respect to matters or questions
           arising under this Indenture or in any supplemental indenture;
           provided that such action shall not (1) adversely affect the
           --------
           interests of the Noteholders or (2) as evidenced in writing by the
           Rating Agencies, result in a reduction of the then-current rating
           on the Notes;

     (vi)  to evidence and provide for the acceptance of the appointment
           hereunder by a successor trustee with respect to the Notes and to
           add to or change any of the provisions of this Indenture as shall
           be necessary to facilitate the administration of the trusts
           hereunder by more than one trustee, pursuant to the requirements of
           Article VI; or

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

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

     (b) The Trust and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Noteholders but with the
prior written consent of the Insurer, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing
in any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Noteholders under this Indenture;
provided, however, that such action shall not (1) as evidenced in writing by
--------  -------
the Rating Agencies, delivered to the Indenture Trustee and the Insurer,
reduce the then-current rating on the Notes or (2) as evidenced by an Opinion
of Counsel addressed to the Insurer and the Indenture Trustee, materially and
adversely affect the interests of any Noteholder.

SECTION 9.2.   Supplemental Indentures with Consent of Noteholders. The Trust
               ---------------------------------------------------
and the Indenture Trustee, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies, with the prior written consent of the
Insurer and with the consent of the Noteholders of at least 51% of the Note
Balance, by Act of such Noteholders delivered to the Trust and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Noteholders under this Indenture; provided, however, that,
                                                --------  -------
subject to the express rights of the Insurer under the Operative Documents, no
such supplemental indenture shall, without the consent of the Noteholder of
each Outstanding Note affected thereby:

     (i)   change the date of payment of any installment of principal of or
           interest on any Note, or reduce the principal amount thereof, the
           interest rate thereon or the Redemption Price with respect thereto,
           change the provision of this Indenture relating to the application
           of collections on, or the proceeds of the sale of, the Trust Estate
           to payment of principal of or interest on the Notes, or change any
           place of payment where, or the coin or currency in which, any Note
           or the interest thereon is payable;

     (ii)  impair the right to institute suit for the enforcement of the
           provisions of this Indenture requiring the application of funds
           available therefor, as provided in Article V, to the payment of any
           such amount due on the Notes on or after the respective due dates
           thereof (or, in the case of redemption, on or after the Redemption
           Date);

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

     (iv)  modify or alter the provisions of the proviso to the definition of
           the term "Outstanding";

     (v)   reduce the percentage of the Outstanding Amount of the Notes
           required to direct the Indenture Trustee to direct the Trust to
           sell or liquidate the Trust Estate pursuant to Section 5.6;

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

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

     (viii) permit the creation of any lien ranking prior to or on a
           parity with the lien of this Indenture with respect to any part of
           the Trust Estate or, except as otherwise permitted or contemplated
           herein or in any of the Operative Documents, terminate the lien of
           this Indenture on any property at any time subject hereto or
           deprive the Noteholder of any Note of the security provided by the
           lien of this Indenture.

          The Indenture Trustee may determine whether or not any Notes would
be adversely affected by any supplemental indenture upon receipt of an Opinion
of Counsel to that effect and any such determination shall be conclusive upon
all Noteholders, whether theretofore or thereafter authenticated and delivered
hereunder. The Indenture Trustee shall not be liable for any such
determination made in good faith.

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

          Promptly after the execution by the Trust and the Indenture Trustee
of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Noteholders to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of
such supplemental indenture. Any failure of the Indenture Trustee to mail such
notice, or any defect therein, shall not, however, in any way impair or affect
the validity of any such supplemental indenture.

SECTION 9.3.   Execution of Supplemental Indentures. In executing, or
               ------------------------------------
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts
created by this Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,
an Opinion of Counsel (and, if requested, an Officer's Certificate) stating
that the execution of such supplemental indenture is authorized or permitted
by this Indenture. The Indenture Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Indenture
Trustee's own rights, duties, liabilities or immunities under this Indenture
or otherwise.

SECTION 9.4.   Effect of Supplemental Indenture. Upon the execution of any
               --------------------------------
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations
of rights, obligations, duties, liabilities and immunities under this
Indenture of the Indenture Trustee, the Trust and the Noteholders shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

SECTION 9.5.   Conformity With Trust Indenture Act. Every amendment of this
               -----------------------------------
Indenture and every supplemental indenture executed pursuant to this Article
IX shall conform to the requirements of the Trust Indenture Act as then in
effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

SECTION 9.6.   Reference in Notes to Supplemental Indentures. Notes
               ---------------------------------------------
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the related
supplemental indenture shall so provide, new Notes modified to conform to any
such supplemental indenture shall be prepared and executed by the Trust and
authenticated and delivered by the Indenture Trustee in exchange for the
Notes.

                                  ARTICLE X.

                              Redemption of Notes
                              -------------------

SECTION 10.1.  Redemption.
               ----------

     (a) The Notes are subject to redemption following the later of (A) the
Payment Date following payment in full of all amounts owing to the Insurer and
(B) the earliest of (i) the transfer, under the conditions specified in
Section 10.1(b), to the Servicer or any Servicer Affiliate of the Trust
Estate, (ii) the final payment or other liquidation of the last Mortgage Loan
remaining in the Trust (including, without limitation, the disposition of the
Mortgage Loan pursuant to Section 5.6 hereof) or the disposition of all
property acquired upon foreclosure or deed in lieu of foreclosure of any
Mortgage Loan and (iii) the Payment Date in March, 2027; provided, however,
                                                         --------  -------
that no such redemption shall occur unless all amounts due and owing to the
Insurer as a Reimbursement Amount have been paid. Upon termination in
accordance with clause (B)(i) of this Section 10.1(a), the Indenture Trustee
shall execute such documents and instruments of transfer presented by the
Servicer, in each case without recourse, representation or warranty, and take
such other actions as the Servicer may reasonably request to effect the
transfer of the Mortgage Loans to the Servicer.

     (b) The Notes shall be subject to optional redemption by the transfer of
the Trust Estate to the Servicer or any Servicer Affiliate on any Payment Date
after the Payment Date on which the Note Balance has been reduced to an amount
less than or equal to 10% of the Original Note Balance and all amounts due and
owing to the Insurer as a Reimbursement Amount have been paid. Such transfer
shall only be permitted if the party exercising such option delivers to the
Indenture Trustee an amount equal to the sum of the outstanding Note Balance
and accrued and unpaid interest thereon at the Note Interest Rate, including
any Interest Shortfall Amounts, through the day preceding the final Payment
Date plus all related Reimbursement Amounts (such amount, the "Redemption
                                                               ----------
Price"). In connection with such purchase, the Servicer shall remit to the
-----
Indenture Trustee all amounts then on deposit in the Principal and Interest
Account for deposit to the Note Account, which deposit shall be deemed to have
occurred immediately preceding such purchase.

     (c) Promptly following any such purchase, the Indenture Trustee will
release the Mortgage Files to the Servicer, or otherwise upon its order, in a
manner similar to that described in Section 4.17 of the Sale and Servicing
Agreement.

     (d) If the Notes are to be redeemed pursuant to Section 10.1(b), the
Servicer or the Trust shall furnish notice of such election to the Indenture
Trustee not later than 15 days prior to the Redemption Date and the Trust
shall deposit with the Indenture Trustee in the Note Account the Redemption
Price of the Notes not less than five Business Days prior to the Redemption
Date whereupon all such Notes shall be due and payable on the Redemption Date
upon the furnishing of a notice complying with Section 10.2.

SECTION 10.2.  Surrender of Notes.
               ------------------

     (a) Notice of any termination, specifying the Payment Date upon which the
Noteholders may surrender their Notes to the Indenture Trustee for payment of
the final distribution and cancellation, shall be given promptly by the
Indenture Trustee (upon receipt of written directions from the Servicer, if
the Servicer is exercising its right to transfer of the Mortgage Loans, given
not later than the last day of the month preceding the month of such final
distribution) to the Insurer and by letter to Noteholders mailed not earlier
than the first (1st) day and not later than the tenth (10th) day of the month
of such final distribution specifying (i) the Payment Date upon which final
distribution of the Notes will be made upon presentation and surrender of
Notes at the office or agency of the Indenture Trustee therein designated,
(ii) the amount of any such final distribution and (iii) that the Record Date
otherwise applicable to such Payment Date is not applicable, distributions
being made only upon presentation and surrender of the Notes at the office or
agency of the Indenture Trustee therein specified.

     (b) Any money held by the Indenture Trustee in trust for the payment of
any amount due with respect to any Note and remaining unclaimed by the related
Noteholder for the period then specified in the escheat laws of the State of
New York after such amount has become due and payable shall be discharged from
such trust and be paid first, to the Insurer on account of any Reimbursement
Amounts, and second, to the Certificateholders; and such Noteholder shall
thereafter, as an unsecured general creditor, look only to the
Certificateholders for payment thereof (but only to the extent of the amounts
so paid to the Insurer or the Certificateholders), and all liability of the
Indenture Trustee with respect to such trust money shall thereupon cease;
provided, however, that the Indenture Trustee, before being required to make
--------  -------
any such payment, shall at the expense of the Trust cause to be published
once, in the eastern edition of The Wall Street Journal, notice that such
                                -----------------------
money remains unclaimed and that, after a date specified therein, which shall
be not fewer than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be paid to the Insurer or the
Certificateholders. The Indenture Trustee shall, at the direction of the
Servicer, also adopt and employ, at the expense of the Trust, any other
reasonable means of notification of such payment (including, but not limited
to, mailing notice of such payment to Noteholders whose right to or interest
in monies due and payable but not claimed is determinable from the Note
Register at the last address of record for each such Noteholder).

SECTION 10.3.  Form of Redemption Notice. Notice of redemption supplied to the
               -------------------------
Indenture Trustee by the Servicer under Section 10.1(a) shall be given by the
Indenture Trustee by facsimile or by first-class mail, postage prepaid,
transmitted or mailed prior to the applicable Redemption Date to each
Noteholder of record, as of the close of business on the date which is not
less than 5 days prior to the applicable Redemption Date, at such Noteholder's
address appearing in the Note Register.

          All notices of redemption shall state:

     (i)   the Redemption Date;

     (ii)  the Redemption Price;

     (iii) that the Record Date otherwise applicable to such Redemption Date
           is not applicable and that payments shall be made only upon
           presentation and surrender of such Notes at the place where such
           Notes are to be surrendered for payment of the Redemption Price
           (which shall be the office or agency of the Trust to be maintained
           as provided in Section 3.2); and

     (iv)  that interest on the Notes shall cease to accrue on the Redemption
           Date.

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

SECTION 10.4.  Notes Payable on Redemption Date. The Notes to be redeemed
               --------------------------------
shall, following notice of redemption as required by Section 10.2, on the
Redemption Date become due and payable at the related Redemption Price and
(unless the Trust shall default in the payment of the related Redemption
Price) no interest shall accrue on such Redemption Price for any period after
the date to which accrued interest is calculated for purposes of calculating
such Redemption Price.

                                  ARTICLE XI.

                                 Miscellaneous
                                 -------------

SECTION 11.1.  Compliance Certificates and Opinions, etc. Upon any application
               ------------------------------------------
or request by the Trust to the Indenture Trustee to take any action under any
provision of this Indenture, and where specified in this Indenture, the Trust
shall furnish to the Indenture Trustee and to the Insurer if the application
or request is made to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel addressed to the Indenture Trustee and the Insurer stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants meeting the applicable
requirements of this Section, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically
required by any provision of this Indenture, no additional certificate or
opinion need be furnished.

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

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

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

SECTION 11.2.  Form of Documents Delivered to Indenture Trustee. In any case
               ------------------------------------------------
where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may
certify or give an opinion with respect to some matters and one or more other
such Persons as to other matters, and any such Person may certify or give an
opinion as to such matters in one or several documents.

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

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

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

SECTION 11.3.  Acts of Noteholders.
               -------------------

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

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

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

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

SECTION 11.4.  Notices, etc. to Indenture Trustee, Trust and Rating Agencies.
               -------------------------------------------------------------
Any request, demand, authorization, direction, notice, consent, waiver or Act
of Noteholders or other communications provided or permitted by this Indenture
to be made upon, given or furnished to or filed shall be in writing and shall
be deemed to be given when delivered to:

     (a) The Indenture Trustee by any Noteholder or by the Trust at its
Corporate Trust Office, Attention: Mellon Series 2001-1 and any notice
delivered by facsimile shall be addressed to the telecopy number set forth in
the definition thereof.

     (b) The Trust by the Indenture Trustee or by any Noteholder addressed to:
Mellon Home Equity Line of Credit Trust 2001-1, in care of Wilmington Trust
Company, Rodney Square North, 1100 North Market Street, Wilmington, Delaware
19890-0001, Attention: Corporate Trust Administration, or at any other address
previously furnished in writing to the Indenture Trustee by the Trust. The
Trust shall promptly transmit any notice received by it from the Noteholders
to the Indenture Trustee.

     (c) The Insurer by the Trust or the Indenture Trustee as follows:

         To the Insurer:      Ambac Assurance Corporation
                              One State Street Plaza
                              New York, New York 10004
                              Attention: Structured Finance Department -MBS
                              Fax: (212) 363-1459
                              Confirmation: (212) 668-0340

          In each case in which notice or other communication to the Insurer
refers to an Event of Servicing Termination, a claim on the Policy or with
respect to which failure on the part of the Insurer to respond shall be deemed
to constitute consent or acceptance, then a copy of such notice or other
communication should also be sent to the attention of the general counsel (fax
no. 212-208-3558 and with the same confirmation number as stated above) and
should be marked "URGENT MATERIAL ENCLOSED".

          Notices required to be given to the Rating Agencies by the Trust,
the Indenture Trustee or the Owner Trustee shall be sent by first class mail
to (i) in the case of Moody's, at the following address: Moody's Investors
Service, Inc., 99 Church Street, New York, New York 10004, Fax No: (212)
533-0355, and (ii) in the case of S&P, at the following address: Standard &
Poor's Ratings Group, 55 State Street, New York, New York 10041, Attention:
Asset Backed Surveillance Department, Fax No: (212) 412-0224; or as to each of
the foregoing, at such other address as shall be designated by written notice
to the other parties.

SECTION 11.5.  Notices to Noteholders; Waiver. Where this Indenture provides
               ------------------------------
for notice to Noteholders of any event, such notice shall be sufficiently
given (unless otherwise herein expressly provided) if in writing and mailed,
first-class, postage prepaid to each Noteholder affected by such event, at his
address as it appears on the Note Register, not later than the latest date,
and not earlier than the earliest date, prescribed for the giving of such
notice. In any case where notice to Noteholders is given by mail, neither the
failure to mail such notice nor any defect in any notice so mailed to any
particular Noteholder shall affect the sufficiency of such notice with respect
to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

          Where this Indenture provides for notice to the Rating Agencies,
failure to give such notice shall not affect any other rights or obligations
created hereunder.

SECTION 11.6.  Alternate Payment and Notice Provisions. Notwithstanding any
               ---------------------------------------
provision of this Indenture or any of the Notes to the contrary, the Trust may
enter into any agreement with any Noteholder providing for a method of
payment, or notice by the Indenture Trustee or any Note Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture
for such payments or notices, provided that such methods are reasonable and
consented to by the Indenture Trustee (which consent shall not be unreasonably
withheld). The Trust will furnish to the Indenture Trustee a copy of each such
agreement and the Indenture Trustee will cause payments to be made and notices
to be given in accordance with such agreements.

SECTION 11.7.  Conflict with Trust Indenture Act. If any provision hereof
               ---------------------------------
limits, qualifies or conflicts with another provision hereof that is required
to be included in this indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control. The provisions of TIA
ss.ss. 310 through 317 that impose duties on any Person (including the
provisions automatically deemed included herein unless expressly excluded by
this Indenture) are a part of and govern this Indenture, whether or not
physically contained herein.

SECTION 11.8.  Effect of Headings and Table of Contents. The Article and
               ----------------------------------------
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

SECTION 11.9.  Successors and Assigns. All covenants and agreements in this
               ----------------------
Indenture and the Notes by the Trust shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors.

SECTION 11.10. Separability. In case any provision in this Indenture or in the
               ------------
Notes shall be invalid, illegal or unenforceable, the validity, legality, and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

SECTION 11.11. Benefits of Indenture. The Insurer and its successors and
               ---------------------
assigns shall be a third-party beneficiary to the provisions of this
Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture. Nothing in this Indenture or in the Notes,
express or implied, shall give to any Person, other than the parties hereto
and their successors hereunder, the Insurer and the Noteholders, and any other
party secured hereunder, and any other person with an ownership interest in
any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture. The Insurer may disclaim any of its
rights and powers under this Indenture (in which case the Indenture Trustee
may exercise such right or power hereunder), but not its duties and
obligations under the Policy, upon delivery of a written notice to the
Indenture Trustee.

SECTION 11.12. Legal Holidays. In any case where the date on which any payment
               --------------
is due shall not be a Business Day, then (notwithstanding any other provision
of the Notes or this Indenture) payment need not be made on such date, but may
be made on the next succeeding Business Day with the same force and effect as
if made on the date on which nominally due, and no interest shall accrue for
the period from and after any such nominal date.

SECTION 11.13. Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE
               -------------
WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

SECTION 11.14. Counterparts. This Indenture may be executed in any number of
               ------------
counterparts, each of which so executed shall be deemed to be an original, but
all such counterparts shall together constitute but one and the same
instrument.

SECTION 11.15. Recording of Indenture. If this Indenture is subject to
               ----------------------
recording in any appropriate public recording offices, such recording is to be
effected by the Trust and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Trust or any other counsel reasonably acceptable
to the Indenture Trustee and the Insurer) to the effect that such recording is
necessary either for the protection of the Noteholders or any other person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
               ----------------
indirectly, with respect to the obligations of the Trust, the Seller, the
Servicer, the Owner Trustee or the Indenture Trustee on the Notes or under
this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Seller, the Servicer, the Indenture
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Trust or (iii) any partner, owner, beneficiary,
agent, officer, director, employee or agent of the Seller, the Servicer, the
Indenture Trustee or the Owner Trustee in its individual capacity, any holder
of a beneficial interest in the Trust, the Seller, the Servicer, the Owner
Trustee or the Indenture Trustee or of any successor or assign of the Seller,
the Servicer, the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such owner or
beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of any duties or obligations of the Trust
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement.

SECTION 11.17. No Petition. The Indenture Trustee, by entering into this
               -----------
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Trust, the Depositor, or
any Certificateholder or join in any institution against the Trust, the
Depositor or any Certificateholder of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings under
any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Notes, this Indenture or any of the
Operative Documents.

SECTION 11.18. Inspection. The Trust agrees that, on reasonable prior notice,
               ----------
it will permit any representative of the Indenture Trustee or of the Insurer,
during the Trust's normal business hours, to examine all the books of account,
records, reports, and other papers of the Trust, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public
accountants, and to discuss the Trust's affairs, finances and accounts with
the Trust's officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment
are unavailing) and except to the extent that the Indenture Trustee may
reasonably determine that such disclosure is consistent with its obligations
hereunder.

SECTION 11.19. Limitation of Liability. It is expressly understood and agreed
               -----------------------
by the parties hereto that (a) this Indenture is executed and delivered by
Wilmington Trust Company, not individually or personally but solely as Owner
Trustee of the Trust under the Trust Agreement, in the exercise of the powers
and authority conferred and vested in it, (b) each of the representations,
undertakings and agreements herein made on the part of the Trust is made and
intended not as personal representations, undertakings and agreements by
Wilmington Trust Company but is made and intended for the purpose for binding
only the Trust, (c) nothing herein contained shall be construed as creating
any liability on Wilmington Trust Company individually or personally, to
perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties to this Indenture and
by any person claiming by, through or under them and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Trust or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaking by the Trust under this Indenture or any related documents.

SECTION 11.20. Rights of the Insurer to Exercise Rights of Noteholders. By
               -------------------------------------------------------
accepting its Notes, each Noteholder agrees that unless an Insurer Default
exists, the Insurer shall have the right to exercise all rights of the
Noteholders under this Indenture without any further consent of the
Noteholders, including, without limitation:

     (i)   the right to direct the actions of the Indenture Trustee during the
           continuance of a an Event of Default; and

     (ii)  the right to vote on proposed amendments to this Indenture.

          In addition, each Noteholder agrees that, unless an Insurer Default
exists, any rights may be exercised by the Noteholders only with the prior
written consent of the Insurer.

          Notwithstanding any provision in this Indenture to the contrary, so
long as an Insurer Default has occurred and is continuing, the Insurer shall
have no rights to exercise any voting rights of the Noteholders hereunder, nor
shall the Indenture Trustee be required to obtain the prior written consent
of, or act at the direction of, the Insurer.

SECTION 11.21. Consent and Direction of Insurer. Unless otherwise specified,
               --------------------------------
with respect to (i) each action which requires the consent of the Insurer,
such consent shall only be required if no Insurer Default shall have occurred
and be continuing and (ii) each action which the Insurer may take or direct
another party to take, such action or direction may only be taken or given if
no Insurer Default shall have occurred and be continuing.

SECTION 11.22. Rules by Indenture Trustee.
               --------------------------

          The Indenture Trustee may make reasonable rules for any meeting of
Noteholders.


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

                             MELLON HOME EQUITY LINE OF CREDIT TRUST
                                2001-1,

                             By: WILMINGTON TRUST COMPANY, not in its
                                 individual capacity but solely as
                                 Owner Trustee,



                                 By: /s/ Patricia Evans
                                     ________________________________
                                     Name:  Patricia Evans
                                     Title: Senior Financial Services Officer


                             WELLS FARGO BANK MINNESOTA, N.A.,
                                not in its individual capacity but
                                solely as Indenture Trustee



                             By:   /s/ Amy Doyle
                                   ___________________________________
                                   Name:  Amy Doyle
                                   Title:  Assistant Vice President


                                                                     EXHIBIT A

                                [Form of Note]


REGISTERED                                                          $__________
No. A-1



                      SEE REVERSE FOR CERTAIN DEFINITIONS


                                                           CUSIP NO. __________

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

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

                MELLON HOME EQUITY LINE OF CREDIT TRUST 2001-1


                                     NOTES


          Mellon Home Equity Line of Credit Trust 2001-1, a business trust
organized and existing under the laws of the State of Delaware (herein
referred to as the "Trust"), for value received, hereby promises to pay to
CEDE & CO., or registered assigns, the principal sum of _____________________
($__________), such amount payable on each Payment Date in an amount equal to
the result obtained by multiplying (i) a fraction the numerator of which is
$__________ and the denominator of which is $__________ by (ii) the aggregate
amount, if any, payable from the Note Account in respect of principal on the
Notes pursuant to Section 8.6 of the Indenture; provided, however, that the
                                                --------  -------
entire unpaid principal amount of this Note shall be due and payable on the
March 2027 Payment Date (the "Note Maturity Date"). Until the principal of
                              ------------------
this Note is paid in full or made available for payment, the Trust will pay
interest on this Note at the rate per annum provided in the Indenture on each
Payment Date on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal on this Note
made on the preceding Payment Date). Interest on this Note will accrue for
each Payment Date during the period from and including the preceding Payment
Date (in the case of the April 2001 Payment Date, from and including the
Closing Date) to but excluding the current Payment Date. Interest will be
computed on the basis of the actual number of days in the related Interest
Accrual Period divided by 360 days. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

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

          The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Ambac Assurance Corporation (the
                       ------
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
 -------
payments of the Insured Amounts on each Payment Date, all as more fully set
forth in the Indenture.

          For purposes of federal income, state and local income and franchise
and any other income taxes, the Trust will treat the Notes as indebtedness and
hereby instructs the Indenture Trustee to treat the Notes as indebtedness for
federal and state tax reporting purposes.

          Each Noteholder or Note Owner, by acceptance of this Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
(1) to treat the Notes as indebtedness for purposes of federal income, state
and local income and franchise and any other income taxes and (2) that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Trust, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Seller, the Servicer, the Indenture Trustee, or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Trust or (iii) any owner, beneficiary, agent, officer,
director or employee of the Seller, the Servicer, the Indenture Trustee, or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Trust, the Seller, the Servicer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Seller, the Servicer,
the Indenture Trustee, or the Owner Trustee in its individual capacity, except
as any such Person may have expressly agreed (it being understood that the
Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such owner or beneficiary shall be
fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

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

          Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

          IN WITNESS WHEREOF, the Trust has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:  March [  ], 2001                MELLON HOME EQUITY LINE OF CREDIT
                                            TRUST 2001-1

                                       By:  WILMINGTON TRUST COMPANY, not in
                                            its individual capacity but solely
                                            as Owner Trustee under the Trust
                                            Agreement


                                            By: _______________________________
                                                Name:
                                                Title:

                    TRUSTEE'S CERTIFICATE OF AUTHENTICATION


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

Date:  March [  ], 2001                WELLS FARGO BANK MINNESOTA, N.A., not in
                                       its individual capacity but solely as
                                       Indenture Trustee,


                                       By: ____________________________________
                                           Name:
                                           Title:


                                REVERSE OF NOTE


          This Note is one of a duly authorized issue of Notes of the Trust,
designated as the Mellon Home Equity Line of Credit Asset Backed Notes, Series
2001-1, (herein called the "Notes"), all issued under an Indenture dated as of
                            -----
March 1, 2001 (such indenture, as supplemented or amended, is herein called
the "Indenture"), between the Trust and Wells Fargo Bank Minnesota, N.A., as
     ---------
trustee (the "Indenture Trustee," which term includes any successor Indenture
              -----------------
Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Trust, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or
pursuant to the Indenture, as so supplemented or amended.

          The Notes are and will be secured by the Trust Estate pledged as
security therefor as provided in the Indenture.

          Principal of the Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the twentieth day of
                                      ------------
each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing in April, 2001. The term "Payment Date" shall be
deemed to include the Note Maturity Date.

          As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Note Maturity Date and the
Redemption Date, if any, pursuant to Section 10.1(a) of the Indenture.
Notwithstanding the foregoing, if an Event of Default has occurred and shall
be continuing the Notes may be declared immediately due and payable. All
principal payments on the Notes shall be made pro rata to the Noteholders
entitled thereto.

          Payments of interest on this Note are due and payable on each
Payment Date, together with the installment of principal, if any, to the
extent such payment is not the final payment of this Note, shall be made by
check mailed to the Person whose name appears as the Noteholder (or one or
more Predecessor Notes) on the Note Register as of the close of business on
each Record Date or by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) effected by any payments made
on any Payment Date shall be binding upon all future Noteholders and of any
Note issued upon the registration of transfer hereof or in exchange hereof or
in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Trust, will notify the
Person who was the Noteholder hereof as of the Record Date preceding such
Payment Date by notice mailed prior to such Payment Date and the amount then
due and payable shall be payable only upon presentation and surrender of this
Note at the Indenture Trustee's principal Corporate Trust Office.

          The Trust shall pay interest on overdue installments of interest at
the Note Interest Rate to the extent lawful.

          As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.1(b) of the Indenture, in whole, but not in part, at the option of
the Servicer or any Servicer Affiliate, on any Payment Date following the
Payment Date on which the Note Balance has been reduced to 10% or less of the
Original Note Balance.

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

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

          Prior to the due presentment for registration of transfer of this
Note, the Trust, the Indenture Trustee and the Insurer and any agent of the
Trust, the Indenture Trustee or the Insurer may treat the Person in whose name
this Note (as of the day of determination or as of such other date as may be
specified in the Indenture) is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Trust, the
Indenture Trustee nor any such agent shall be affected by notice to the
contrary.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of
the Trust and the rights of the Noteholders under the Indenture at any time by
the Trust with the prior written consent of the Insurer and of the Noteholders
representing a majority of the Note Balance at the time Outstanding. Any such
consent or waiver by the Noteholder (or any one of more Predecessor Notes)
shall be conclusive and binding upon such Noteholder and upon all future
Noteholders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Note. The Indenture also
permits the Indenture Trustee to amend or waive certain terms and conditions
set forth in the Indenture without the consent of Noteholders issued
thereunder but with the prior written consent of the Insurer.

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

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

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

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

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Operative Documents, neither Wilmington Trust
Company in its individual capacity, any owner of a beneficial interest in the
Trust, the Indenture Trustee, nor any of their respective beneficiaries,
agents, officers, directors, employees or successors or assigns shall be
personally liable for, nor shall recourse be had to any of them for, the
payment of principal of or interest on, or performance of, or omission to
perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Trust for the sole
purposes of binding the interests of the Trust in the assets of the Trust. The
Noteholder by the acceptance hereof agrees that except as expressly provided
in the Indenture or the Operative Documents, in the case of an Event of
Default under the Indenture, the Noteholder shall have no claim against any of
the foregoing for any deficiency, loss or claim therefrom; provided, however,
                                                           --------  -------
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Trust for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.



                                  ASSIGNMENT


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

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

_______________________________________________________________________________
_______________________________________________________________________________
                        (name and address of assignee)

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



Dated: ________________                       _________________________________*

                                              Signature Guaranteed:


Dated: ________________                       _________________________________









                           _______________________


          *NOTICE: The signature to this assignment must correspond with the
name of the registered owner as it appears on the face of the within Note in
every particular, without alteration, enlargement or any change whatever.




                                                      ANNEX 1 TO THE INDENTURE



                                 Defined Terms


          "Accelerated Principal Payments": With respect to any Payment Date,
           ------------------------------
a payment to be paid from Excess Cashflow received as a payment of principal
by the Noteholders, for the purpose of increasing the Overcollateralization
Amount to the Specified Overcollateralization Amount applicable to such
Payment Date, and equal to the lesser of (x) the amount of such Excess
Cashflow and (y) the Overcollateralization Deficiency Amount.

          "Accounts": The Note Account, which shall be established in
           --------
accordance with Section 8.3 of the Indenture, and the Principal and Interest
Account, which shall be established in accordance with Section 4.2 of the Sale
and Servicing Agreement.

          "Act": has the meaning specified in Section 11.3(a) of the
           ---
Indenture.

          "Additional Balance": As to any Mortgage Loan and any day, the
           ------------------
aggregate amount of all Draws by the related Mortgagor conveyed to the Trust
pursuant to Section 2.1 of the Sale and Servicing Agreement, it being
understood that the Trust shall not be required to fund any Additional
Balances.

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

          "Appraised Value": As to any Mortgaged Property, the value
           ---------------
established by a drive-by inspection, a full appraisal, a statistical property
valuation or by reference to the assessed value for tax purposes of such
Mortgaged Property.

          "Assignee": With respect to any Person, any direct or indirect
           --------
assignee, pledgee or other transferee of such Person.

          "Assignment of Mortgage": With respect to each Mortgage Loan, an
           ----------------------
assignment of the Mortgage, notice of transfer or equivalent instrument, in
recordable form, sufficient under the laws of the jurisdiction wherein the
related Mortgaged Property is located to reflect the recordation of the pledge
of the Mortgage Loan to the Indenture Trustee for the benefit of the
Noteholders and the Insurer.

          "Assignor": With respect to any Person, any immediate or mediate
           --------
assignor, pledgor or other transferor to such Person of any right, title or
interest in or to any property of any kind whatsoever.

          "Authorized Newspapers": Any of the following, The Wall Street
           ---------------------
Journal, the New York Times, the Washington Post, the Los Angeles Times or
such other newspaper determined by the Indenture Trustee in its sole judgment.

          "Authorized Officer": With respect to any Person, any person who is
           ------------------
authorized to act for such Person in matters relating to this Indenture, and
whose action is binding upon such Person and, with respect to the Indenture
Trustee, the Servicer and the Seller, initially including those individuals
whose names appear on the lists of Authorized Officers delivered on the
Closing Date.

          "Available Funds": With respect to any Payment Date, the amount then
           ---------------
on deposit in the Note Account, after taking into account the deposits thereto
made pursuant to Sections 8.6(a) of the Indenture (exclusive of the amount of
any related Insured Payment then on deposit in the Note Account), less the sum
of the amounts described in clauses (i), (ii) and (iii) of Section 8.6(c) of
the Indenture on such Payment Date.

          "Billing Cycle": With respect to any Mortgage Loan and Remittance
           -------------
Period, the billing period specified in the related Credit Line Agreement and
with respect to which amounts billed are received during such Remittance
Period.

          "Book Entry Notes": A beneficial interest in the Notes, ownership
           ----------------
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.9 of the Indenture.

          "Business Day": Any day that is not a Saturday, Sunday or other day
           ------------
on which commercial banking institutions in the State of New York or
Pennsylvania or in cities in which the Corporate Trust Offices of the
Indenture Trustee are located, are authorized or obligated by law or executive
order to be closed.

          "Certificateholders": The holders of the Certificates issued
           ------------------
pursuant to the Trust Agreement.

          "Certificates": The trust certificates evidencing the beneficial
           ------------
ownership interests in the Trust.

          "Charged-Off Mortgage Loan": Any Mortgage Loan that has been
           -------------------------
Delinquent for a period of 180 consecutive days (irrespective of any grace
periods). The Trust will be entitled to recoveries from all Charged-Off
Mortgage Loans and such recoveries shall be treated as interest.

          "Civil Relief Act": The Soldiers' and Sailors' Civil Relief Act of
           ----------------
1940, as amended.

          "Clean-Up Call Date": The first date on which the Notes may be
           ------------------
redeemed pursuant to Section 10.1(b) of the Indenture.

          "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.

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

          "Closing Date": March 23, 2001.
           ------------

          "Code": The Internal Revenue Code of 1986, as amended, and any
           ----
successor statute.

          "Combined Loan-to-Value Ratio": With respect to any Mortgage Loan as
           ----------------------------
of any date, the percentage equivalent of a fraction, the numerator of which
is the sum of (A) the Credit Limit and (B) as of the date of execution of the
related Credit Line Agreement (or as of any subsequent date, in connection
with an increase in the Credit Limit for such Mortgage Loan) the sum of the
outstanding principal balance of any mortgage loan or mortgage loans that are
senior in priority to the Mortgage Loan and which are secured by the same
Mortgaged Property and the denominator of which is the lesser of (C) the
Appraised Value of the related Mortgaged Property as set forth in the Mortgage
File on such date of execution or on such subsequent date, if any, or (D) in
the case of a Mortgaged Property purchased within one year of the date of
execution of the Credit Line Agreement, the purchase price thereof.

          "Controlling Party": Means (i) the Insurer, so long as no Insurer
           -----------------
Default shall have occurred and be continuing, or (ii) the Indenture Trustee,
for so long as an Insurer Default shall have occurred and be continuing;
provided, however, that the Insurer's rights as Controlling Party shall be
immediately reinstated following the cure of any Insurer Default.

          "Corporate Trust Office": The Indenture Trustee's office for note
           ----------------------
transfer purposes is at Wells Fargo Center, Sixth Street and Marquette Avenue,
Minneapolis, Minnesota 55479-0113, and for all other purposes, is at 11000
Broken Land Parkway, Columbia, Maryland 21044, telecopy number 410-884-2360.

          "Coupon Rate": With respect to any Mortgage Loan and as of any day,
           -----------
the per annum rate of interest, as specified in the related Credit Line
Agreement, applicable to the calculation of interest on the related Principal
Balance.

          "Coupon Rate Cap": With respect to each Mortgage Loan, the lesser of
           ---------------
(i) the Lifetime Rate Cap specified in the Credit Line Agreement, if any, or
(ii) the Highest Lawful Rate.

          "Credit Limit": As to any Mortgage Loan, the maximum principal
           ------------
balance stated under the terms of the related Credit Line Agreement.

          "Credit Limit Utilization Rate": As to any Mortgage Loan, at any
           -----------------------------
time during the Draw Period, the percentage equivalent of a fraction, the
numerator of which is the outstanding Principal Balance and the denominator of
which is the related Credit Limit.

          "Credit Line Agreement": With respect to any Mortgage Loan, the
           ---------------------
related home equity line of credit agreement or promissory note executed by
the related Mortgagor and any amendment or modification thereof.

          "Cut-Off Date": March 1, 2001 or for any Qualified Replacement
           ------------
Mortgage Loan, the related Replacement Cut-Off Date.

          "Cut-Off Date Pool Balance": $679,486,727.24.
           -------------------------

          "Cut-Off Date Principal Balance": With respect to any Mortgage Loan,
           ------------------------------
the unpaid principal balance thereof as of the related Cut-Off Date.

          "Debt Service Reduction": With respect to any Mortgage Loan, a
           ----------------------
reduction by a court of competent jurisdiction of the Minimum Monthly Payment
due on such Mortgage Loan.

          "Deficiency Amount": As defined in the Policy.
           -----------------

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

          "Definitive Notes": Has the meaning specified in Section 2.9 of the
           ----------------
Indenture.

          "Delinquent": A Mortgage Loan is "Delinquent" if any payment due
           ----------
thereon is not made by the close of business on the day such payment is
scheduled to be due. A Mortgage Loan is "30 days Delinquent" if such payment
has not been received by the close of business on the corresponding day of the
month immediately succeeding the month in which such payment was due, or, if
there is no such corresponding day (e.g., as when a 30-day month follows a
31-day month in which a payment was due on the 31st day of such month), then
on the last day of such immediately succeeding month. Similarly for "60 days
Delinquent," "90 days Delinquent" and so on.

          "Depositor": J.P. Morgan Acceptance Corporation I, a Delaware
           ---------
corporation, as Depositor under the Trust Agreement and the Sale and Servicing
Agreement.

          "Depository": The Depository Trust Company, 7 Hanover Square, New
           ----------
York, New York 10004 and any successor Depository hereafter named.

          "Designated Depository Institution": With respect to any Account, an
           ---------------------------------
institution whose deposits are insured by the Bank Insurance Fund or the
Savings Association Insurance Fund of the FDIC, the long-term deposits of
which shall be rated A or better by S&P or A2 or better by Moody's and in the
short-term rating deposits of which shall be rated P-1 or better by Moody's
and A-1 or better by S&P, unless otherwise approved in writing by the Insurer
and each of Moody's and S&P, and which is any of the following: (i) a federal
savings and loan association duly organized, validly existing and in good
standing under the federal banking laws, (ii) an institution duly organized,
validly existing and in good standing under the applicable banking laws of any
state, (iii) a national banking association duly organized, validly existing
and in good standing under the federal banking laws, or (iv) a principal
subsidiary of a bank holding company, and, in each case acting or designated
by the Servicer or the Indenture Trustee as the depository institution for the
any Account; provided, however, that any such institution or association shall
             --------  -------
have combined capital, surplus and undivided profits of at least $100,000,000.
Notwithstanding the foregoing, the Principal and Interest Account may be held
by an institution otherwise meeting the preceding requirements except that the
only applicable rating requirement shall be that the unsecured and
uncollateralized debt obligations thereof shall be rated Baa3 or better by
Moody's or BBB or better by S&P and has a short-term rating of A-1 by S&P or
better. If such institution has trust powers the Account must be held in its
trust capacity and not in its commercial capacity.

          "Determination Date": As to each Payment Date, the fourth Business
           ------------------
Day next preceding such Payment Date or such earlier day as shall be agreed to
by the Servicer, the Insurer and Indenture Trustee.

          "Document Delivery Requirements": The Seller's obligations to
           ------------------------------
deliver certain legal documents, to prepare and record certain Assignments of
Mortgage or to deliver certain opinions relating to Assignments of Mortgage,
in each case with respect to the Mortgage Loans and upon certain conditions as
set forth in Section 2.1 of the Sale and Servicing Agreement.

          "Draw": With respect to any Mortgage Loan, an additional borrowing
           ----
by the Mortgagor in accordance with the related Credit Line Agreement
subsequent to the related Cut-Off Date

          "Draw Period": With respect to any Mortgage Loan, the period of time
           -----------
specified in the related Credit Line Agreement whereby a Mortgagor may make a
Draw. The Draw Period may be extended pursuant to the terms of the Credit Line
Agreement (provided that any such extension shall be in accordance with the
provisions set forth in the Sale and Servicing Agreement with respect to
Mortgage Loan modifications), and will be limited by the provisions set forth
in Section 2.2 of the Sale and Servicing Agreement.

          "Eligible Investments": Those investments so designated pursuant to
           --------------------
Section 8.8 of the Indenture.

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

          "Event of Default": As defined in Section 5.4 of the Indenture.
           ----------------

          "Event of Servicing Termination": As defined in Section 5.1 of the
           ------------------------------
Sale and Servicing Agreement.

          "Excess Cashflow": With respect to any Payment Date, the Investor
           ---------------
Interest Collections with respect to such Payment Date which remain on deposit
in the Note Account after taking into account the distributions listed in
clauses (i) through (viii) of Section 8.6(c) of the Indenture on such Payment
Date.

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

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

          "FHLMC": The Federal Home Loan Mortgage Corporation, a corporate
           -----
instrumentality of the United States created pursuant to the Emergency Home
Finance Act of 1970, as amended, or any successor thereof.

          "First Mortgage Loan": A Mortgage Loan which constitutes a first
           -------------------
priority mortgage lien with respect to any Mortgaged Property.

          "Fixed Allocation Percentage": With respect to the Mortgage Loans,
           ---------------------------
98.5%.

          "FNMA": The Federal National Mortgage Association, a federally
           ----
chartered and privately owned corporation existing under the Federal National
Mortgage Association Charter Act as amended, and any successor thereto.

          "Foreclosure Profit": With respect to a Liquidated Mortgage Loan,
           ------------------
the amount, if any, by which (x) the aggregate of its Net Liquidation Proceeds
exceeds (y) the sum of (i) the related Principal Balance and (ii) accrued and
unpaid interest thereon at the applicable Coupon Rate from the date interest
was last paid through the date of receipt of the final Liquidation Proceeds.

          "Formula Rate": For any Interest Accrual Period, (x) with respect to
           ------------
any Payment Date which occurs on or prior to the Clean-Up Call Date, LIBOR
plus 0.24% per annum and (y) for any Payment Date thereafter, LIBOR plus 0.48%
per annum.

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

          "Highest Lawful Rate": As defined in Section 7.12 of the Sale and
           -------------------
Servicing Agreement.

          "Indebtedness": With respect to any Person at any time, (a)
           ------------
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the
deferred purchase price of property or services (including trade obligations);
(b) obligations of such Person as lessee under leases which should have been
or should be, in accordance with generally accepted accounting principles,
recorded as capital leases; (c) current liabilities of such Person in respect
of unfunded vested benefits under plans covered by Title IV of ERISA; (d)
obligations issued for or liabilities incurred on the account of such Person;
(e) obligations or liabilities of such Person arising under acceptance
facilities; (f) obligations of such Person under any guarantees, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (g) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such
Person; or (h) obligations of such Person under any interest rate or currency
exchange agreement.

          "Indenture": The Indenture dated as of March 1, 2001 between the
           ---------
Trust and the Indenture Trustee, as the same may be amended and supplemented
from time to time in accordance with the terms thereof.

          "Indenture Trustee": Wells Fargo Bank Minnesota, N.A., not in its
           -----------------
individual capacity but solely as Indenture Trustee under the Indenture, and
any successor thereunder.

          "Indenture Trustee Fee": With respect to any Payment Date, the
           ---------------------
product of (x) one-twelfth of the Indenture Trustee Fee Rate and (y) the Note
Balance as of the opening of business on the first day of the related
Remittance Period.

          "Indenture Trustee Fee Rate": 0.25 basis points per annum.
           --------------------------

          "Independent": When used with respect to any specified Person, that
           -----------
the person (a) is in fact independent of the Trust, any other obligor upon the
Notes, the Seller, the Servicer and any Affiliate of any of the foregoing
persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Trust, any such other obligor, the Seller
or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Trust, any such other obligor, the Seller, the Servicer or any Affiliate
of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar
functions.

          "Independent Certificate": A certificate or opinion to be delivered
           -----------------------
to the Indenture Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 of the Indenture,
prepared by an Independent appraiser or other expert appointed pursuant to a
Issuer Order, and such opinion or certificate shall state that the signer has
read this definition of "Independent" and that the signer is Independent
within the meaning thereof.

          "Insurance Agreement": The agreement defined in the Preamble of the
           -------------------
Indenture.

          "Insured Amounts": With respect to the Notes and any Payment Date,
           ---------------
the Deficiency Amount for such Payment Date.

          "Insured Payments": With respect to the Notes and any Payment Date,
           ----------------
the aggregate amount actually paid by the Insurer to the Indenture Trustee in
respect of (i) Insured Amounts for such Payment Date and (ii) Preference
Amounts for any given Business Day.

          "Insurer": Ambac Assurance Corporation, a Wisconsin-domiciled stock
           -------
insurance corporation, or any successor thereto, as issuer of the Policy.

          "Insurer Default": The failure and the continuance of such failure
           ---------------
by the Insurer to make a payment required under the Policy in accordance with
the terms thereof.

          "Insurer Indemnification Agreement": The Indemnification Agreement
           ---------------------------------
dated as of March 23, 2001 among the Insurer and the Underwriters.

          "Interest Accrual Period": With respect to any Payment Date, the
           -----------------------
period from and including the prior Payment Date (or, in the case of the first
Payment Date, from and including the Closing Date) to, but excluding, the
current Payment Date.

          "Interest Collections": With respect to any Remittance Date, the sum
           --------------------
of all payments by or on behalf of Mortgagors and any other amounts
constituting interest collected or advanced (net of the interest component of
amounts retained pursuant to Section 4.2(b)(z) of the Sale and Servicing
Agreement) by the Servicer under the Mortgage Loans with respect to the
related Remittance Period, including the portion of Net Liquidation Proceeds
allocated to interest, the interest portion, if any, of any P&I Advances for
such Remittance Date, and all recoveries with respect to Charged-Off Mortgage
Loans. The terms of the related Credit Line Agreement shall determine the
portion of each payment that constitutes interest.

          "Interest Determination Date": With respect to any Interest Accrual
           ---------------------------
Period, the second LIBOR Business Day preceding the first day of such Interest
Accrual Period.

          "Interest Distribution Amount": With respect to any Payment Date,
           ----------------------------
the product of (x) the Note Interest Rate times the actual number of days in
the Interest Accrual Period divided by 360 days and (y) the Note Balance
immediately prior to such Payment Date.

          "Interest Remittance Amount": With respect to any Remittance Date,
           --------------------------
the sum, without duplication, of (i) Interest Collections for such Remittance
Period less the Servicing Fee for the related Remittance Period (ii) without
duplication, the portion of the Loan Reacquisition Price and the Substitution
Amount relating to interest on the Mortgage Loans reacquired and (iii) the
proceeds of any liquidation of the Trust Estate (to the extent such proceeds
relate to interest).

          "Investor Amount": On the Closing Date, an amount equal to the
           ---------------
Cut-Off Date Pool Balance, and after the Closing Date, an amount equal to the
lesser of (x) the original Investor Amount minus the amount of Principal
Collections (without regard to any Overcollateralization Reduction Amount)
previously distributed as principal on the Notes and minus the Investor
Liquidated Loss Amounts incurred on the Mortgage Loans since the Cut-Off Date
and (y) the Pool Principal Balance.

          "Investor Floating Allocation Percentage": For any Payment Date, the
           ---------------------------------------
lesser of (x) the percentage equivalent of a fraction, the numerator of which
is the Investor Amount and the denominator of which is the Pool Principal
Balance, each at the beginning of the related Remittance Period and (y) 100%.

          "Investor Interest Collections": For any Payment Date, an amount
           -----------------------------
equal to the Investor Floating Allocation Percentage of the Interest
Collections (and without duplication any other amounts included in the related
Interest Remittance Amount) for the related Remittance Period.

          "Investor Liquidated Loss Amounts": For any Payment Date, the
           --------------------------------
Investor Floating Allocation Percentage of any Liquidated Loss Amounts for the
related Remittance Period.

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

          "Junior Mortgage Loan": A Mortgage Loan which constitutes a junior
           --------------------
priority mortgage lien with respect to the related Mortgaged Property.

          "Late Payment Rate": As defined in the Insurance Agreement.
           -----------------

          "LIBOR": As defined in Section 2.6(b) of the Indenture.
           -----

          "LIBOR Business Day": Any day on which banks are open for dealing in
           ------------------
foreign currency and exchange in London and New York City.

          "Lifetime Rate Cap": With respect to each Mortgage Loan for which
           -----------------
the related Credit Line Agreement provides for a lifetime rate cap, the
maximum Coupon Rate permitted at any time under the terms of the related
Credit Line Agreement.

          "Liquidated Loss Amounts": For any Payment Date, the Realized Losses
           -----------------------
on the Mortgage Loans incurred with respect to the related Remittance Period.

          "Liquidated Mortgage Loan": A defaulted Mortgage Loan which (i) the
           ------------------------
Servicer, in its reasonable good faith business judgment, has determined that
it has recovered all amounts it expects to recover, or (ii) becomes a
Charged-Off Mortgage Loan, whichever is the first to occur. A Mortgage Loan
which is reacquired from the Trust pursuant to Section 2.2(b), 3.3(c), 3.4 or
4.1 of the Sale and Servicing Agreement is not a "Liquidated Mortgage Loan."

          "Liquidation Expenses": Expenses which are incurred by the Servicer
           --------------------
or any subservicer in connection with the liquidation of any defaulted
Mortgage Loan, such expenses, include, without limitation, legal fees and
expenses, and any unreimbursed Servicing Advances expended by the Servicer or
any subservicer pursuant to Sections 4.4 and 4.6 of the Sale and Servicing
Agreement with respect to the related Mortgage Loan.

          "Liquidation Proceeds": With respect to any Liquidated Mortgage
           --------------------
Loan, any amounts (including the proceeds of any Mortgage Insurance Policy but
excluding any amounts drawn on the Policy) recovered by the Servicer, whether
through trustee's sale, foreclosure sale or otherwise.

          "Loan Reacquisition Price": With respect to any Mortgage Loan
           ------------------------
reacquired from the Trust on a Remittance Date pursuant to Section 2.2(b),
3.3(c), 3.4 or 4.1 of the Sale and Servicing Agreement, an amount, without
duplication, equal to (i) the outstanding Principal Balance of such Mortgage
Loan as of the date of reacquisition, (ii) one month's interest on (if not
already deposited in the Principal and Interest Account) the outstanding
Principal Balance thereof as of the beginning of the preceding Remittance
Period computed at the Coupon Rate, (iii) all P&I Advances and Servicing
Advances theretofore made with respect to such Mortgage Loan and not
subsequently recovered from the related Mortgage Loan, including
Nonrecoverable Advances and (iv) any Reimbursement Amount relating to such
Mortgage Loan.

          "Managed Amortization Period": The period commencing on the Closing
           ---------------------------
Date ending on the earlier to occur of (x) the end of the Remittance Period
related to the March 2004 Payment Date and (y) the end of the Remittance
Period related to the Payment Date which immediately precedes the occurrence
of a Rapid Amortization Event.

          "Margin": With respect to each Mortgage Loan, the fixed percentage
           ------
amount set forth in the related Credit Line Agreement which amount is added to
the index specified in the related Credit Line Agreement to determine the
Coupon Rate for such Mortgage Loan, subject to any maximum or minimum.

          "Maximum Principal Payment": With respect to any Payment Date, the
           -------------------------
Fixed Allocation Percentage of the Principal Collections relating to such
Payment Date.

          "Minimum Monthly Payment": With respect to any Mortgage Loan and any
           -----------------------
month, the minimum amount required to be paid by the related Mortgagor in
accordance with the Credit Line Agreement.

          "Monthly Remittance Amount": With respect to each Remittance Date,
           -------------------------
the sum of the Principal Remittance Amount and the Interest Remittance Amount.

          "Moody's": Moody's Investors Service, Inc.
           -------

          "Mortgage": The mortgage, deed of trust or other instrument creating
           --------
a first or junior lien in real property securing each Credit Line Agreement.

          "Mortgage Files": For each Mortgage Loan:
           --------------

          (a) The original Credit Line Agreement, or a certified copy thereof,
bearing all intervening endorsements, endorsed "Pay to the order of Wells
Fargo Bank Minnesota, N.A., as trustee under the applicable custody or trust
agreement, without recourse" or "Pay to the order of _________, without
recourse", such endorsement including the following sentence: "This
endorsement of the attached instrument is without recourse and without any
representation and warranty except as set forth in that certain Sale and
Servicing Agreement dated as of February 23, 2001 by and between Mellon Bank,
N.A., as Seller and Servicer, J.P. Morgan Acceptance Corporation I, as
Depositor, Mellon Bank Home Equity Line of Credit Trust 2001-1 and Wells Fargo
Bank Minnesota, N.A., as Trustee." The original Credit Line Agreement should
be accompanied by any rider made in connection with the origination of the
related Mortgage Loan. In lieu of any such Credit Line Agreement, the Mortgage
File may contain an original Lost Note Affidavit, provided that the number of
Lost Note Affidavits does not exceed 5% of the total number of Mortgage Loans
transferred and assigned to the Trust;

          (b) The original of any guaranty executed in connection with the
Credit Line Agreement;

          (c) The original Mortgage with evidence of recording thereon or
copies certified by the related recording office or if the original Mortgage
has not yet been returned from the recording office, a certified copy of the
Mortgage;

          (d) The originals of any assumption, modification, consolidation or
extension agreements;

          (e) The original Assignment of Mortgage of each Mortgage Loan to
"Wells Fargo Bank Minnesota, N.A., as trustee." In the event that the Mortgage
Loan was acquired by the previous owner in a merger, the Assignment of
Mortgage must be made by the "(previous owner), successor by merger to (names
of predecessor)"; and in the event that the Mortgage Loan was acquired or
originated by the previous owner while doing business under another name, the
Assignment of Mortgage must be by the "(previous owner), formerly known as
(previous name)"; and

          (f) The originals of all intervening Assignments of Mortgage, if
applicable, showing a complete chain of assignment from origination to the
Seller, including warehousing assignments, with evidence of recording thereon
(or, if an original intervening assignment has not been returned from the
recording office, a certified copy thereof).

          "Mortgage Insurance Policy": Any hazard, title or primary mortgage
           -------------------------
insurance policy relating to a Mortgage Loan, but excluding any non-mortgage
related or credit life insurance policy. The term "Mortgage Insurance Policy"
shall not include the Policy.

          "Mortgage Insurance Proceeds": Proceeds paid by any insurer pursuant
           ---------------------------
to any Mortgage Insurance Policy covering a Mortgage Loan, net of any
component thereof (i) covering any Liquidation Expenses incurred by or on
behalf of the Servicer in connection with obtaining such proceeds, (ii) that
is applied to the restoration or repair of the related Mortgaged Property,
(iii) released to the Mortgagor in accordance with the Servicer's normal
servicing procedures, or (iv) required to be paid to any holder of a mortgage
senior to such Mortgage Loan.

          "Mortgage Loan": Each mortgage loan transferred and assigned to the
           -------------
Trust pursuant to Section 2.1 of the Sale and Servicing Agreement, together
with any Qualified Replacement Mortgage Loans substituted therefor in
accordance with the Sale and Servicing Agreement. The term "Mortgage Loan"
includes any Mortgage Loan which is Delinquent, which relates to a foreclosure
or which relates to a Mortgaged Property that is REO Property prior to such
Mortgaged Property's disposition by the Trust and any Mortgage Loan the
related Mortgagor of which is in bankruptcy. Any mortgage loan which, although
intended by the parties hereto to have been, and which purportedly was,
transferred and assigned to the Trust by the Seller, in fact was not
transferred and assigned to the Trust for any reason whatsoever shall
nevertheless be considered a "Mortgage Loan" for all purposes of the Operative
Documents.

          "Mortgaged Property": The underlying property securing a Mortgage
           ------------------
Loan.

          "Mortgagor": The obligor under a Credit Line Agreement.
           ---------

          "Net Funds Cap Carry-Forward Amount": With respect to any Payment
           ----------------------------------
Date, the sum of (i) the excess of the amount of interest accrued during the
related Interest Accrual Period based on the Formula Rate, over the interest
accrued during the related Interest Accrual Period based on the Net Funds Cap
Rate, (ii) any such amounts described in clause (i) for prior Payment Dates
and not previously reimbursed, and (iii) interest on the amounts described in
clauses (i) and (ii) at the then-applicable Formula Rate.

          "Net Funds Cap Rate": The per annum rate equal to (A) the product of
           ------------------
(i) twelve and (ii) the Investor Floating Allocation Percentage of the
interest due on the Mortgage Loans at the applicable Coupon Rate during the
related Remittance Period (net of the Investor Floating Allocation Percentage
of the Servicing Fee, and net of the Indenture Trustee Fee, the Owner Trustee
Fee and the Premium amount) divided by (B) the Investor Amount as of the
opening of such related Remittance Period.

          "Net Liquidation Proceeds": As to any Liquidated Mortgage Loan,
           ------------------------
Liquidation Proceeds net of, without duplication, (i) Liquidation Expenses
other than any such expenses reflected in the calculation of Mortgage
Insurance Proceeds for such Liquidated Mortgage Loan, (ii) unreimbursed
Servicing Advances and P&I Advances incurred in connection with such
Liquidated Mortgage Loan and (iii) accrued and unpaid Servicing Fees with
respect to such Mortgage Loan through the date of liquidation. In no event
shall Net Liquidation Proceeds with respect to any Liquidated Mortgage Loan be
less than zero.

          "Net Principal Collections": With respect to any Remittance Period,
           -------------------------
the excess of (x) Principal Collections over (y) the aggregate amount of all
Additional Balances arising during such Remittance Period; provided, however,
                                                           --------  -------
that, in no event will Net Principal Collections be less than zero with
respect to any Payment Date.

          "Nonrecoverable Advance": With respect to any Mortgage Loan, any
           ----------------------
Servicing Advance or P&I Advance previously made and not reimbursed pursuant
to Section 4.2(b) of the Sale and Servicing Agreement or any Servicing Advance
proposed to be made in respect of a Mortgage Loan, either of which, in the
good faith business judgment of the Servicer would not be ultimately
recoverable from receipts on such Mortgage Loan in accordance with such
Section 4.2(b).

          "Note": Any note executed and authenticated by the Indenture Trustee
           ----
substantially in the form set forth in Exhibit A to the Indenture.

          "Note Account": The Note Account established in accordance with
           ------------
Section 8.3 of the Indenture and maintained by the Indenture Trustee.

          "Note Balance": As of any date of determination, the Original Note
           ------------
Balance, less any amounts actually distributed as principal to the Noteholders
on all prior Payment Dates.

          "Note Interest Rate": As to any Payment Date, the lesser of (i) the
           ------------------
Formula Rate and (ii) the Net Funds Cap Rate.

          "Note Interest Shortfall": With respect to any Payment Date, (i) the
           -----------------------
excess, if any, of the sum of the Interest Distribution Amount plus any Note
Interest Shortfall, for the prior Payment Date, over the amount actually
distributed on the Notes on such prior Payment Date plus (ii) interest on the
amount of such excess for the related Interest Accrual Period at the then
applicable Note Interest Rate.

          "Note Maturity Date": The Payment Date in March 2027.
           ------------------

          "Note Owner": Means, with respect to a Book-Entry Note, the person
           ----------
who is the owner of such Book-Entry Note or following the issuance of
Definitive Notes, the registered owner of the Notes.

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

          "Note Register": The register maintained by the Indenture Trustee in
           -------------
accordance with Section 2.3 of the Indenture, in which the names of the
Noteholders are set forth.

          "Note Registrar": The Indenture Trustee, acting in its capacity as
           --------------
Note Registrar appointed pursuant to Section 2.3 of the Indenture, or any duly
appointed and eligible successor thereto.

          "Noteholder": A Person in whose name a Note is registered in the
           ----------
Note Register.

          "Officer's Certificate": A certificate signed by any Authorized
           ---------------------
Officer of the Trust, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 of the Indenture
and TIA ss. 314, or, with respect to the Servicer, a certificate signed by a
Servicing Officer.

          "Operative Documents": Collectively, the Indenture, the Trust
           -------------------
Agreement, the Sale and Servicing Agreement, the Policy, the Notes, the Seller
Indemnification Agreement, the Indemnification Agreement and the Insurance
Agreement.

          "Opinion of Counsel": Means one or more opinions of counsel who may,
           ------------------
except as otherwise expressly provided in this Indenture, be employees of or
counsel to the Trust or Seller and which shall comply with any applicable
requirements of Section 11.1 of the Indenture.

          "Original Note Balance": $669,000,000.
           ---------------------

          "Original Principal Amount": With respect to any particular Note, an
           -------------------------
amount equal to the product of (i) the Percentage Interest of such Note and
(ii) the Original Note Balance.

          "Outstanding": With respect to all Notes, as of any date of
           -----------
determination, all such Notes theretofore executed and delivered hereunder
except:

               (i) Notes theretofore cancelled by the Indenture Trustee or
     delivered to the Indenture Trustee for cancellation;

               (ii) Notes or portions thereof for which full and final payment
     money in the necessary amount has been theretofore deposited with the
     Indenture Trustee in trust for the Noteholders;

               (iii) Notes in exchange for or in lieu of which other Notes
     have been executed and delivered pursuant to this Indenture, unless proof
     satisfactory to the Indenture Trustee is presented that any such Notes
     are held by a bona fide purchaser; and

               (iv) Notes alleged to have been destroyed, lost or stolen for
     which replacement Notes have been issued as provided for in Section 2.4
     of the Indenture;

provided, however, that to the extent of any payments made under the Policy by
--------  -------
the Insurer and not reimbursed, such Notes shall be deemed to be "Outstanding"
for all purposes, not defeased or otherwise satisfied and not be considered
paid by the Trust.

          "Outstanding Amount": The aggregate principal amount of all Notes
           ------------------
that are Outstanding at the date of determination.

          "Overcollateralization Amount": As of any Payment Date, the excess,
           ----------------------------
if any, of (x) the Investor Amount at the end of the related Remittance Period
over (y) the Note Balance (after taking into account the payment of principal
to the Noteholders on such Payment Date).

          "Overcollateralization Deficiency Amount": With respect to any
           ---------------------------------------
Payment Date, the difference, if any, between (i) the Specified
Overcollateralization Amount and (ii) the Overcollateralization Amount
(without taking into account any Accelerated Principal Payment for such
Payment Date).

          "Overcollateralization Deficit": With respect to any Payment Date,
           -----------------------------
the amount, if any, by which (i) the aggregate Note Balance, after taking into
account the payment of principal to the Noteholders on such Payment Date,
exceeds (ii) the Investor Amount at the end of the related Remittance Period.

          "Overcollateralization Reduction Amount": With respect to any
           --------------------------------------
Payment Date, the amount by which (x) the Overcollateralization Amount, after
taking into account all payments of principal (without taking into account any
Overcollateralization Reduction Amount) that were applied as a reduction in
the Note Balance on such Payment Date, exceeds (y) the Specified
Overcollateralization Amount for such Payment Date.

          "Owner Trustee": Wilmington Trust Company, not in its individual
           -------------
capacity but solely as Owner Trustee under the Trust Agreement, its successors
in interest or any successor Owner Trustee under the Trust Agreement.

          "Owner Trustee Fee": With respect to any Payment Date, one-twelfth
           -----------------
of $6,500 per annum for the first twelve Payment Dates and $3,500 per annum
thereafter.

          "P&I Advance": As defined in Section 4.18 of the Sale and Servicing
           -----------
Agreement.

          "Payment Date": Any date on which the Indenture Trustee is required
           ------------
to make distributions to the Noteholders, which shall be the 20th day of each
month, commencing in the month following the Closing Date or, if such day is
not a Business Day, then on the next succeeding Business Day.

          "Percentage Interest": As to any Note and as of any date of
           -------------------
determination, that amount, expressed as a percentage, equal to a fraction,
the numerator of which is the then-outstanding principal balance of such Note
and the denominator of which is the Note Balance; and as to any Certificate,
the percentage interest set forth on such Certificate.

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

          "Policy": The certificate guaranty insurance policy (No. AB0446BE)
           ------
with respect to the Notes, dated March 23, 2001, issued by the Insurer to the
Indenture Trustee for the benefit of the Noteholders.

          "Pool Certification": The certification by the Indenture Trustee in
           ------------------
the form set forth as Exhibit E to the Sale and Servicing Agreement

          "Pool Factor": A seven-digit decimal which the Indenture Trustee
           -----------
shall compute monthly expressing the Note Balance as of each Payment Date
(after giving effect to any distribution of principal on such Payment Date) as
a proportion of the Original Note Balance. On the Closing Date, the Pool
Factor will be 1.0000000.

          "Pool Principal Balance": With respect to any date of determination,
           ----------------------
the aggregate of the Principal Balances of the Mortgage Loans as of such date.

          "Predecessor Note": means, with respect to any particular Note,
           ----------------
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition,
any Note authenticated and delivered under Section 2.4 of the Indenture in
lieu of a mutilated, lost, destroyed or stolen Note shall be deemed to
evidence the same debt as the mutilated, lost, destroyed or stolen Note.

          "Preference Amount": As defined in the Policy.
           -----------------

          "Premium": As defined in the Policy.
           -------

          "Prepaid Installment": With respect to any Mortgage Loan, any
           -------------------
installment of principal thereof and interest thereon received prior to the
scheduled due date for such installment, intended by the Mortgagor as an early
payment thereof and not as a Prepayment.

          "Prepayment": Any payment of principal of a Mortgage Loan which is
           ----------
received by the Servicer in advance of the scheduled due date for the payment
of such principal (other than the principal portion of any Prepaid
Installment). The proceeds of any Mortgage Insurance Policy or credit life
insurance which are to be applied as a payment of principal on the related
Mortgage Loan in advance of the scheduled payment shall be deemed to be
Prepayments for all purposes of this Agreement.

          "Preservation Expenses": Expenditures made by the Servicer or any
           ---------------------
subservicer in connection with a foreclosed Mortgage Loan prior to the
liquidation thereof, including, without limitation, expenditures for real
estate property taxes, hazard insurance premiums, property restoration or
preservation.

          "Prime": The prime rate on which the interest charged on a Mortgage
           -----
Loan from time to time is based, as set forth in the related Credit Line
Agreement.

          "Principal and Interest Account": Collectively, each principal and
           ------------------------------
interest account created by the Servicer or any subservicer pursuant to
Section 4.2(a) of the Sale and Servicing Agreement, or pursuant to any
subservicing agreement.

          "Principal Balance": As to any Mortgage Loan, other than a
           -----------------
Liquidated Mortgage Loan, and as of any date, the related Cut-Off Date
Principal Balance, plus (i) any Additional Balance, minus (ii) all collections
credited as principal against the Principal Balance of any Mortgage Loan prior
to such day in accordance with the Credit Line Agreement. For purposes of this
definition, a Liquidated Mortgage Loan shall be deemed to have a Principal
Balance of zero as of the first day of the Remittance Period following the
Remittance Period in which such Mortgage Loan becomes a Liquidated Mortgage
Loan and at all times thereafter.

          "Principal Collections": With respect to any Payment Date and any
           ---------------------
Mortgage Loan, the sum of all payments by or on behalf of Mortgagors and any
other amounts constituting principal (including, but not limited to, any
portion of Mortgage Insurance Proceeds or Net Liquidation Proceeds allocable
to principal, but excluding Foreclosure Profits and any recoveries in respect
of Charged-Off Mortgage Loans) collected or advanced (net of the principal
component of amounts retained pursuant to Section 4.2(b)(z) of the Sale and
Servicing Agreement) by the Servicer with respect to the related Remittance
Period. The terms of the related Credit Line Agreement shall determine the
portion of each payment in respect of a Mortgage Loan that constitutes
principal and the priority of payment.

          "Principal Remittance Amount": With respect to any Remittance Date,
           ---------------------------
the sum, without duplication, of (i) Principal Collections (or for so long as
the Managed Amortization Period shall continue, Net Principal Collections) for
such Remittance Period, (ii) without duplication, the portion of the Loan
Reacquisition Price and the Substitution Amount relating to principal on the
Mortgage Loans reacquired and (iii) the proceeds of any liquidation of the
Trust Estate (to the extent such proceeds relate to principal).

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

          "Prospectus": That certain Prospectus dated March 7, 2001 naming the
           ----------
Depositor as registrant and describing certain mortgage loan asset-backed
securities to be issued from time to time as described in related Prospectus
Supplements.

          "Prospectus Supplement": That certain Prospectus Supplement dated
           ---------------------
March 7, 2001, describing the Notes issued by the Trust.

          "Qualified Replacement Mortgage Loan": As defined in Section 2.3 of
           -----------------------------------
the Sale and Servicing Agreement.

          "Rapid Amortization Period": The period which follows the earlier to
           -------------------------
occur of (x) the end of the Managed Amortization Period and (y) the occurrence
of a Rapid Amortization Event.

          "Rating Agency": Means Moody's and S&P. If such agency or a
           -------------
successor is no longer in existence, "Rating Agency" shall be such statistical
credit rating agency, or other comparable Person, designated by the Insurer,
notice of which designation shall be given by the Insurer to the Indenture
Trustee, and the Indenture Trustee shall give such notice to each of the
Servicer and the Seller. References herein to the highest short term unsecured
rating category of a Rating Agency shall mean A-1+ or better in the case of
S&P and P-1 or better in the case of Moody's, and in the case of any other
Rating Agency shall mean the ratings such other Rating Agency deems equivalent
to the foregoing ratings. References herein to the highest long-term rating
category of a Rating Agency shall mean "AAA" in the case of S&P and "Aaa" in
the case of Moody's, and in the case of any other Rating Agency, the rating
such other Rating Agency deems equivalent to the foregoing ratings.

          "Realized Loss": As to any Liquidated Mortgage Loan, the amount, if
           -------------
any, by which the Principal Balance as of the date of liquidation is in excess
of Net Liquidation Proceeds allocable to the Principal Balance thereof.

          "Record Date": With respect to each Payment Date, so long as the
           -----------
Notes are Book Entry Notes, the day preceding such Payment Date, and otherwise
the last Business Day of the calendar month immediately preceding the calendar
month in which such Payment Date occurs.

          "Redemption Date": Means, in the case of a redemption of the Notes
           ---------------
pursuant to Section 10.1(a) of the Indenture, the Payment Date specified by
the Servicer or the Trust pursuant to Section 10.2(a) of the Indenture.

          "Redemption Price": As defined in Section 10.1(b) of the Indenture.
           ----------------

          "Reference Banks": Bankers Trust Company, Barclay's Bank PLC, The
           ---------------
Bank of Tokyo and National Westminster Bank PLC; or such banks as are selected
by the Indenture Trustee after consultation with the Servicer which are
engaged in transactions in Eurodollar deposits in the international
Eurocurrency market (i) with an established place of business in London, (ii)
not controlling, under the control of or under common control with the Seller
or any affiliate thereof, (iii) whose quotations appear on the Telerate Screen
Page 3750 on the relevant Interest Determination Date and (iv) which have been
designated as such by the Indenture Trustee.

          "Registration Statement": The Registration Statement (No. 333-77275)
           ----------------------
filed by the Depositor with the Securities and Exchange Commission, including
all amendments thereto and including the Prospectus and the Prospectus
Supplement relating to the Notes.

          "Reimbursement Amount": As of any Payment Date, the sum of (x)(i)
           --------------------
all payments made pursuant to the Policy by the Insurer and in each case not
previously repaid to the Insurer pursuant to Section 8.6(c)(viii) of the
Indenture plus (ii) interest accrued on each such payment made pursuant to the
Policy calculated at the Late Payment Rate from the date the Insurer made the
payment up to but excluding the date repaid and (y)(i) any other amounts then
due and owing to the Insurer under the Insurance Agreement plus (ii) interest
on such amounts at the Late Payment Rate. The Insurer shall notify the
Indenture Trustee and the Seller of the amount of any Reimbursement Amount at
least two Business Days prior to the Payment Date.

          "Remittance Date": With respect to any Payment Date, the date on
           ---------------
which the Servicer is required to remit monies on deposit in the Principal and
Interest Account to the Indenture Trustee for deposit into the Note Account,
which shall be the 4th Business Day prior to the Payment Date in that month.

          "Remittance Period": As to any Payment Date, the calendar month
           -----------------
preceding the month of such Payment Date.

          "REO Property": A Mortgaged Property acquired by the Servicer or any
           ------------
sub-servicer on behalf of the Trust through foreclosure or deed-in-lieu of
foreclosure in connection with a defaulted Mortgage Loan.

          "Replacement Cut-Off Date": With respect to any Qualified
           ------------------------
Replacement Mortgage Loan, the first day of the calendar month in which such
Qualified Replacement Mortgage Loan is conveyed to the Trust.

          "Representation Letter": The letters to, or agreements with, the
           ---------------------
Depository to effectuate a book entry system with respect to the Notes
registered in the Register under the nominee name of the Depository.

          "Reserve Interest Rate": The rate per annum that the Indenture
           ---------------------
Trustee determines to be either the arithmetic mean, rounded to the nearest
whole multiple of 1/16%, of the one-month U.S. dollar lending rates which New
York City banks selected by the Indenture Trustee are quoting on the Interest
Determination Date to the principal London offices of lending banks in the
London interbank market or, in the event that the Indenture Trustee cannot
determine the arithmetic mean, the lowest one-month U.S. dollar lending rate
which New York City banks selected by the Indenture Trustee are quoting on the
Interest Determination Date to leading European banks.

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

          "Sale and Servicing Agreement": The Sale and Servicing Agreement,
           ----------------------------
including the Exhibits thereto, dated as of March 1, 2001, among the
Depositor, the Trust, the Seller, the Servicer and the Indenture Trustee, as
the same may be amended or supplemented from time to time in accordance with
the terms thereof.

          "SAS 70": The Statement on Auditing Standards No. 70, Reports on the
           ------
Processing of Transactions by Service Organizations as in effect as of the
date hereof, which may be amended from time to time.

          "Schedule of Mortgage Loans": The schedule of Mortgage Loans
           --------------------------
attached to the Sale and Servicing Agreement as Schedule I, as the same may be
supplemented or amended from time to time in connection with substitutions of
Qualified Replacement Mortgage Loans. The information contained on the
Schedule of Mortgage Loans shall be delivered to the Indenture Trustee in an
electronic medium.

          "Scheduled Principal Distribution Amount": On any Payment Date (A)
           ---------------------------------------
during the Managed Amortization Period, the excess of (x) the lesser of (i)
the Maximum Principal Payment and (ii) the Net Principal Collections over (y)
the Overcollateralization Reduction Amount, if any, with respect to such
Payment Date and (B) during the Rapid Amortization Period, the excess of (x)
the Maximum Principal Payment over (y) the Overcollateralization Reduction
Amount, if any, with respect to such Payment Date. In no event will the
Scheduled Principal Distribution Amount on any Payment Date be (x) less than
zero or (y) greater than the then outstanding Note Balance.

          "Securities Act": The Securities Act of 1933, as amended.
           --------------

          "Seller": Mellon Bank, N.A.
           ------

          "Seller Indemnification Agreement": The Indemnification Agreement
           --------------------------------
dated March 7, 2001 among the Seller and the Underwriters.

          "Seller Interest Collections": For any Payment Date, an amount equal
           ---------------------------
to any excess of Interest Collections for that Payment Date over Investor
Interest Collections for that Payment Date.

          "Senior Lien": With respect to any Junior Mortgage Loan, the
           -----------
mortgage loan(s) relating to the corresponding Mortgaged Property having a
senior priority lien.

          "Servicer": Mellon Bank, N.A., and its permitted successors and
           --------
assigns.

          "Servicer Affiliate": A Person (i) controlling, controlled by or
           ------------------
under common control with the Servicer, (ii) which is qualified to service
residential mortgage loans, and (iii) is subservicing the Mortgage Loans.

          "Servicer's Trust Receipt": The Servicer's trust receipt in the form
           ------------------------
set forth as Exhibit F to the Sale and Servicing Agreement.

          "Servicing Advance": As defined in Section 4.4 of the Sale and
           -----------------
Servicing Agreement.

          "Servicing Fee": With respect to any Remittance Period, the product
           -------------
of (i) Servicing Fee Rate and (ii) the aggregate Principal Balance of the
Mortgage Loans as of the opening of business on the first day of the related
Remittance Period.

          "Servicing Fee Rate": 0.50% per annum.
           ------------------

          "Servicing Officer": Any officer of the Servicer.
           -----------------

          "Specified Overcollateralization Amount": The amount specified in
           ---------------------------------------
the Insurance Agreement.

          "Substitution Amount": In connection with the delivery of any
           -------------------
Qualified Replacement Mortgage Loan, if the outstanding principal amount of
such Qualified Replacement Mortgage Loan as of the applicable Replacement
Cut-Off Date is less than the related Principal Balance of the Mortgage Loan
being replaced, an amount equal to such difference together with accrued and
unpaid interest on such amount calculated at the Coupon Rate, net of the
Servicing Fee, of the Mortgage Loan being replaced.

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

          "Termination Date": Means the latest of (i) the termination of the
           ----------------
Policy and the return of the Policy to the Insurer for cancellation, (ii) the
date on which the Insurer shall have received indefeasible payment of all
amounts owed to it under the Insurance Agreement and (iii) the date on which
the Indenture Trustee and the Noteholders shall have received payment of all
amounts owed to them under the Indenture.

          "Transfer Date": With respect to (i) a Qualified Replacement
           -------------
Mortgage Loan, the date that such Mortgage Loan is delivered to the Indenture
Trustee on behalf of the Trust and (ii) a Mortgage Loan that is reassigned to
the Seller pursuant to Section 2.5 of the Sale and Servicing Agreement, the
date that is specified therein.

          "Transfer Notice Date": As defined in Section 2.5 of the Sale and
           --------------------
Servicing Agreement.

          "Trust": Mellon Home Equity Line of Credit Trust 2001-1 created by
           -----
the Trust Agreement.

          "Trust Agreement": The Amended and Restated Trust Agreement dated as
           ---------------
of March 23, 2001 among the Owner Trustee, the Seller and the Depositor
relating to the formation of the Trust.

          "Trust Estate": As defined in the Granting Clause of the Indenture.
           ------------

          "Trust Indenture Act" or "TIA": Means the Trust Indenture Act of
           -------------------      ---
1939, as amended and as in force on the date hereof, unless otherwise
specifically provided.

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

          "Underwriters": JPMorgan, a division of Chase Securities Inc. and
           ------------
Mellon Financial Markets, LLC.

          "Unqualified Mortgage Loan": A Mortgage Loan which is subject to
           -------------------------
repurchase or substitution pursuant to Section 2.1(b) or Section 3.4(b) of the
Sale and Servicing Agreement.