EXHIBIT 4.1


                              FORM OF INDENTURE




                                [ ] 200[ ]-[ ]



                         [LIST THE CLASSES OF NOTES]
                            ---------------------



                                  INDENTURE


                           Dated as of [ ], 200[ ]


                      THE CHASE MANHATTAN BANK, TRUSTEE


<PAGE>

                           CROSS REFERENCE TABLE(1)


TIA SECTION                                                   INDENTURE SECTION

310 (a) (1)
     (a) (2)...........................................................   6.11
     (a) (3)...........................................................   6.10
     (a) (4)...........................................................   N A1
     (a) (5)...........................................................   6.11
     (b)...............................................................   6.8;
6.11
     (c)...............................................................    N A
311(a).................................................................   6.12
     (b)...............................................................   6.12
     (c)...............................................................    N A
312(a).................................................................    7.1
     (b)...............................................................    7.2
     (c)...............................................................    7.2
     (d)...............................................................    7.4
313(a).................................................................    7.4
     (b) (1)...........................................................    7.4
     (b) (2)...........................................................   11.5
     (c)...............................................................    7.4
     (d)...............................................................    7.3
314(a).................................................................  11.15
     (b)...............................................................   11.1
     (c) (1)...........................................................   11.1
     (c) (2)...........................................................   11.1
     (c) (3)...........................................................   11.1
     (d)...............................................................   11.1
     (e)...............................................................   11.1
     (f)...............................................................   11.1
315(a).................................................................    6.1
     (b)...............................................................   6.5;
11.5
     (c)...............................................................    6.1
     (d)...............................................................    6.1
     (e)...............................................................   5.13
316 (a) (last sentence)................................................    2.7
     (a) (1) (a).......................................................   5.11
     (a) (1) (b).......................................................   5.12
     (a) (2)...........................................................    N A
     (b)...............................................................    5.7
     (c)...............................................................    N A
317(a) (1).............................................................    5.3
     (a) (2)...........................................................    5.3
     (b)...............................................................    3.3
318(a).................................................................   11.7

_______________________

(1) Note: This Cross Reference Table shall not, for any purpose, be deemed to
    be part of this Indenture.

(2) N.A. means Not Applicable.


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<TABLE>
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                                                   TABLE OF CONTENTS

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ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................2

   SECTION 1.1         Definitions................................................................................2
   SECTION 1.2         Incorporation by Reference of Trust Indenture Act.........................................10
   SECTION 1.3         Rules of Construction.....................................................................10

ARTICLE II THE NOTES.............................................................................................11

   SECTION 2.1         Form......................................................................................11
   SECTION 2.2         Execution, Authentication and Delivery....................................................12
   SECTION 2.3         Temporary Notes...........................................................................13
   SECTION 2.4         Registration; Registration of Transfer and Exchange.......................................13
   SECTION 2.5         Mutilated, Destroyed, Lost or Stolen Notes................................................15
   SECTION 2.6         Persons Deemed Owner......................................................................16
   SECTION 2.7         Payment of Principal and Interest; Defaulted Interest.....................................16
   SECTION 2.8         Cancellation..............................................................................17
   SECTION 2.9         Release of Collateral.....................................................................18
   SECTION 2.10        Book-Entry Notes..........................................................................18
   SECTION 2.11        Notices to Clearing Agency................................................................19
   SECTION 2.12        Definitive Notes..........................................................................19

ARTICLE III COVENANTS............................................................................................20

   SECTION 3.1         Payment of Principal and Interest.........................................................20
   SECTION 3.2         Maintenance of Office or Agency...........................................................20
   SECTION 3.3         Money for Payments to Be Held in Trust....................................................20
   SECTION 3.4         Existence.................................................................................22
   SECTION 3.5         Protection of Trust Estate................................................................22
   SECTION 3.6         Opinions as to Trust Estate...............................................................23
   SECTION 3.7         Performance of Obligations; Servicing of Mortgage Loans...................................24
   SECTION 3.8         Negative Covenants........................................................................27
   SECTION 3.9         Annual Statement as to Compliance.........................................................27
   SECTION 3.10        Issuer May Consolidate, etc. Only on Certain Terms........................................28
   SECTION 3.11        Successor or Transferee...................................................................30
   SECTION 3.12        No Other Business.........................................................................30
   SECTION 3.13        No Borrowing..............................................................................30
   SECTION 3.14        Master Servicer's Obligations.............................................................31
   SECTION 3.15        Guarantees, Mortgage Loans, Advances and
                       Other Liabilities.........................................................................31
   SECTION 3.16        Capital Expenditures......................................................................31
   SECTION 3.17        Restricted Payments.......................................................................31
   SECTION 3.18        Notice of Events of Default...............................................................31
   SECTION 3.19        Further Instruments and Acts..............................................................32

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................32

   SECTION 4.1         Satisfaction and Discharge of this Indenture..............................................32
   SECTION 4.2         Application of Trust Money................................................................33
   SECTION 4.3         Repayment of Moneys Held by Paying Agent..................................................34

ARTICLE V REMEDIES...............................................................................................34

   SECTION 5.1         Events of Default.........................................................................34
   SECTION 5.2         Acceleration of Maturity; Rescission and Annulment........................................35
   SECTION 5.3         Collection of Indebtedness and Suits for Enforcement
                       by Trustee................................................................................36
   SECTION 5.4         Remedies and Priorities...................................................................39
   SECTION 5.5         Optional Preservation of the Mortgage Loans...............................................41
   SECTION 5.6         Limitation of Suits.......................................................................41
   SECTION 5.7         Unconditional Rights of Noteholders to Receive
                       Principal and Interest....................................................................42
   SECTION 5.8         Restoration of Rights and Remedies........................................................42
   SECTION 5.9         Rights and Remedies Cumulative............................................................42
   SECTION 5.10        Delay or Omission Not a Waiver............................................................43
   SECTION 5.11        Control by Noteholders....................................................................43
   SECTION 5.12        Waiver of Past Defaults...................................................................44
   SECTION 5.13        Undertaking for Costs.....................................................................44
   SECTION 5.14        Waiver of Stay or Extension Laws..........................................................44
   SECTION 5.15        Action on Notes...........................................................................45
   SECTION 5.16        Performance and Enforcement of Certain Obligations........................................45

ARTICLE VI THE TRUSTEE...........................................................................................46

   SECTION 6.1         Duties of Trustee.........................................................................46
   SECTION 6.2         Rights of Trustee.........................................................................47
   SECTION 6.3         Individual Rights of Trustee..............................................................48
   SECTION 6.4         Trustee's Disclaimer......................................................................48
   SECTION 6.5         Notice of Defaults........................................................................48
   SECTION 6.6         Reports by Trustee to Holders.............................................................48
   SECTION 6.7         Compensation and Indemnity................................................................49
   SECTION 6.8         Replacement of Trustee....................................................................49
   SECTION 6.9         Successor Trustee by Merger...............................................................50
   SECTION 6.10        Appointment of Co-Trustee or Separate Trustee.............................................51
   SECTION 6.11        Eligibility and Disqualification..........................................................52
   SECTION 6.12        Preferential Collection of Claims Against Issuer..........................................53

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.......................................................................53

   SECTION 7.1         Issuer to Furnish Trustee Names and Addresses of
                       Noteholders...............................................................................53
   SECTION 7.2         Preservation of Information and Communications
                       to Noteholders............................................................................53
   SECTION 7.3         Reports by Issuer.........................................................................54
   SECTION 7.4         Reports by Trustee........................................................................54

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES................................................................55

   SECTION 8.1         Collection of Money.......................................................................55
   SECTION 8.2         Trust Accounts............................................................................55
   SECTION 8.3         General Provisions Regarding Accounts.....................................................56
   SECTION 8.4         Release of Trust Estate...................................................................57
   SECTION 8.5         Opinion of Counsel........................................................................57

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................58

   SECTION 9.1         Supplemental Indentures Without Consent of Noteholders....................................58
   SECTION 9.2         Supplemental Indentures with Consent of Noteholders.......................................60
   SECTION 9.3         Execution of Supplemental Indentures......................................................61
   SECTION 9.4         Effect of Supplemental Indenture..........................................................62
   SECTION 9.5         Conformity with Trust Indenture Act.......................................................62
   SECTION 9.6         Reference in Notes to Supplemental Indentures.............................................62

ARTICLE X REDEMPTION OF NOTES....................................................................................62

   SECTION 10.1        Redemption................................................................................62
   SECTION 10.2        Form of Redemption Notice.................................................................63
   SECTION 10.3        Notes Payable on Redemption Date..........................................................64

ARTICLE XI MISCELLANEOUS.........................................................................................64

   SECTION 11.1        Compliance Certificates and Opinions, Etc.................................................64
   SECTION 11.2        Form of Documents Delivered to Trustee....................................................67
   SECTION 11.3        Acts of Noteholders.......................................................................68
   SECTION 11.4        Notices, etc., to Trustee, Issuer and Rating Agencies.....................................68
   SECTION 11.5        Notices to Noteholders; Waiver............................................................69
   SECTION 11.6        Alternate Payment and Notice Provisions...................................................70
   SECTION 11.7        Conflict With Trust Indenture Act.........................................................70
   SECTION 11.8        Effect of Headings and Table of Contents..................................................70
   SECTION 11.9        Successors and Assigns....................................................................70
   SECTION 11.10       Separability..............................................................................70
   SECTION 11.11       Benefits of Indenture.....................................................................71
   SECTION 11.12       Legal Holidays............................................................................71
   SECTION 11.13       Governing Law.............................................................................71
   SECTION 11.14       Counterparts..............................................................................71
   SECTION 11.15       Recording of Indenture....................................................................71
   SECTION 11.16       Trust Obligation..........................................................................71
   SECTION 11.17       No Petition...............................................................................72
   SECTION 11.18       Inspection................................................................................72

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         INDENTURE dated as of [ ], 200[ ], between [ ] 200[ ]-[ ], a [ ]
(the "Issuer"), and THE CHASE MANHATTAN BANK, a New York banking corporation,
as trustee and not in its individual capacity (the "Trustee").

         Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's Notes:

                               GRANTING CLAUSE

         The Issuer hereby Grants to the Trustee at the Closing Date, as
Trustee for the benefit of the Holders of the Notes, all of the Issuer's
right, title and interest in and to (a) the Mortgage Loans, and all moneys
due or received thereon, on or after the Cut-off Date; (b) the security
interests in the Mortgaged Properties granted by Mortgagors pursuant to the
Mortgage Loans and any other interest of the Issuer in the Mortgaged
Properties; (c) any proceeds with respect to the Mortgage Loans from claims
on any insurance policies covering Mortgaged Properties or Mortgagors; (d)
all funds on deposit from time to time in the Trust Accounts, including the
Reserve Account Initial Deposit, and in all investments and proceeds thereof
(including all income thereon); (e) the Master Servicing Agreement; and (f)
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,
accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the
"Collateral").

         The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes, equally and ratably without prejudice, priority or distinction except
as otherwise set forth herein, and to secure compliance with the provisions
of this Indenture, all as provided in this Indenture.

         The Trustee, as Trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that
the interests of the Holders of the Notes may be adequately and effectively
protected.

                                  ARTICLE I

                  DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1 Definitions.

         (a) Except as otherwise specified herein, the following terms have
the respective meanings set forth below for all purposes of this Indenture.

         Act has the meaning specified in Section 11.3(a).

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

         Authorized Officer means, with respect to the Issuer and the Master
Servicer, any officer of the Owner Trustee or the Master Servicer, as
applicable, who is authorized to act for the Owner Trustee or the Master
Servicer, as applicable, in matters relating to the Issuer and who is
identified on the list of Authorized Officers delivered by each of the Owner
Trustee and the Master Servicer to the Trustee on the Closing Date (as such
list may be modified or supplemented from time to time thereafter).

         Basic Documents means the [Certificate of Trust], the [Trust
Agreement], the [Master Servicing Agreement], the [Depository Agreements] and
other documents and certificates delivered in connection therewith.

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

         Business Day means any day other than: (a) a Saturday, a Sunday or
(b) another day on which banking institutions or trust companies in New York,
New York or [Wilmington, Delaware], are authorized or obligated by law,
regulation, executive order or governmental decree to remain closed.

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

         Class means the class designation of any Note.

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

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

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

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

         Corporate Trust Office means the principal office of the Trustee at
which at any particular time its corporate trust business shall be
administered, which office at date of the execution of this Agreement is
located at [ ], Attention: [ ] or at such other address as the Trustee may
designate from time to time by notice to the Noteholders, the Master Servicer
and the Issuer, or the principal corporate trust office of any successor
Trustee (the address of which the successor Trustee will notify the
Noteholders and the Issuer).

         Current Principal Amount means the aggregate principal amount of all
Notes, or any Class of Notes, as applicable, Outstanding at the date of
determination.

         Cut-off Date means [ ], 200[ ].

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

         Definitive Notes has the meaning specified in Section 2.10.

         Event of Default has the meaning specified in Section 5.1.

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

         Executive Officer means, with respect to any corporation, the chief
executive officer, chief operating officer, chief financial officer, chief
information officer, president, executive vice president, any vice president,
the secretary or the treasurer of such corporation; and with respect to any
limited liability company, any manager thereof.

         Fitch means Fitch, Inc., or its successor.

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

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

         Indenture means this Indenture as amended and supplemented from time
to time.

         Independent means, when used with respect to any specified Person,
that the person (a) is in fact independent of the Issuer, any other obligor
upon the Notes, the Initial Beneficial Holder and any Affiliate of any of the
foregoing persons, (b) does not have any direct financial interest or any
material indirect financial interest in the Issuer, any such other obligor,
the Initial Beneficial Holder or any Affiliate of any of the foregoing
Persons and (c) is not connected with the Issuer, any such other obligor, the
Initial Beneficial Holder 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 means a certificate or opinion to be
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order and
approved by the Trustee in the exercise of reasonable care, and such opinion
or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

         Interest Rate means, with respect to each Class of Notes, the rate
at which interest accrues on the principal balance of Notes of such Class.

         Issuer means [ ], a [ ] until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained
herein and required by the TIA, each other obligor on the Notes.

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

         Master Servicing Agreement means the Master Servicing Agreement,
dated as of [ ], 200[ ], among the Issuer, the Initial Beneficial Holder and
the Master Servicer, as the same may be amended or supplemented from time to
time.

         Moody's means Moody's Investors Service, Inc., or its successor.

         Note Depository Agreement means the agreement among the Issuer, the
Trustee, the Master Servicer and The Depository Trust Company, as the initial
Clearing Agency, dated [ ], 200[ ].

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

         Note Register and Note Registrar have the respective meanings
specified in Section 2.4.

         Notes means any or all of the Class [ ], Class [ ] and Class [ ]
Notes issued hereunder and representing obligations of the Trust.

         Officer's Certificate means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 and TIA Section
314, and delivered to the Trustee. Unless otherwise specified, any reference
in this Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

         Opinion of Counsel means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees
of or counsel to the Issuer and who shall be satisfactory to the Trustee, and
which opinion or opinions shall be addressed to the Trustee as Trustee, shall
comply with any applicable requirements of Section 11.1 and shall be in form
and substance satisfactory to the Trustee.

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

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

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

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

provided that in determining whether the Holders of the requisite Current
Principal Amount of the Notes have given any request, demand, authorization,
direction, notice, consent or waiver hereunder or under any Basic Document,
Notes owned by the Issuer, any other obligor upon the Notes, the Initial
Beneficial Holder or any Affiliate of any of the foregoing Persons shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request,
demand, authorization, direction, notice, consent or waiver, only Notes that
a Responsible Officer of the Trustee either actually knows to be so owned or
has received written notice thereof shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so
to act with respect to such Notes and that the pledgee is not the Issuer, any
other obligor upon the Notes, the Initial Beneficial Holder or any Affiliate
of any of the foregoing Persons.

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

         Payment Date means a Distribution Date.

         Pooling and Servicing Agreement means the Pooling and Servicing
Agreement, dated as of [ ], 200[ ], among the Initial Beneficial Holder, the
Master Servicer and the Trustee.

         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 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

         Rating Agency means, as of any date, any rating agency rating the
Notes of any Class at the time of issuance thereof at the request of the
Issuer. If no such organization or successor is any longer in existence,
"Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Issuer, notice of
which designation shall be given to the Trustee and the Servicer.

         Record Date means, with respect to a Distribution Date or Redemption
Date, the close of business on the [fourteenth day of the calendar month in
which such Distribution Date or Redemption Date] occurs.

         Redemption Date means in the case of a redemption of the Notes
pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section
10.1(b), the Distribution Date specified by the Master Servicer or the Issuer
pursuant to Section 10.1(a) or as applicable.

         Redemption Price means (a) in the case of a redemption of the Notes
pursuant to Section 10.1(a), an amount equal to the unpaid principal amount
of the then outstanding Class [ ] Notes plus accrued and unpaid interest
thereon to but excluding the Redemption Date, or (b) in the case of a payment
made to Noteholders pursuant to Section 10.1(b), the amount on deposit in the
Note Distribution Account, but not in excess of the amount specified in
clause (a) above.

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

         Schedule of Mortgage Loans means the listing of the Mortgage Loans
set forth in Exhibit A [(which Exhibit may be in the form of microfiche)].

         State means any one of the 50 states of the United States of America
or the District of Columbia.

         Standard & Poor's or S&P means Standard & Poor's Rating Services, a
division of The McGraw-Hill Companies, Inc. or its successor.

         Successor Master Servicer has the meaning specified in Section 3.7(e).

         Trust Estate means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest
of this Indenture for the benefit of the Noteholders (including all property
and interests Granted to the Trustee), including all proceeds thereof.

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

         Trustee means The Chase Manhattan Bank, a New York banking
corporation, not in its individual capacity but as trustee under this
Indenture, or any successor trustee under this Indenture.

         UCC means the Uniform Commercial Code, as amended from time to time,
as in effect in any applicable jurisdiction.

         (b) Except as otherwise specified herein, the following terms have
the respective meanings set forth in the Master Servicing Agreement as in
effect on the Closing Date for all purposes of this Indenture, and the
definitions of such terms are equally applicable both to the singular and
plural forms of such terms:

                 Section of Master Term Servicing Agreement

Annual Percentage Rate or APR.......................................Section 1.1
Certificateholders..................................................Section 1.1
Closing Date........................................................Section 1.1
Collection Account..................................................Section 1.1
Collection Period...................................................Section 1.1
Contract............................................................Section 1.1
Depository Agreements...............................................Section 1.1
Distribution Date...................................................Section 1.1
Eligible Deposit Account............................................Section 1.1
Eligible Investments................................................Section 1.1
Final Scheduled Distribution Date...................................Section 1.1
Final Scheduled Maturity Date.......................................Section 1.1
Initial Beneficial Holder...........................................Section 1.1
Mortgage Loans......................................................Section 1.1
Mortgaged Property..................................................Section 1.1
Note Distribution Account...........................................Section 1.1
Noteholders' Distributable Amount...................................Section 1.1
Noteholders' Percentage.............................................Section 1.1
Master Servicer.....................................................Section 1.1
Mortgagor...........................................................Section 1.1
Original Pool Balance...............................................Section 1.1
Owner Trustee.......................................................Section 1.1
Person..............................................................Section 1.1
Pool Balance........................................................Section 1.1
Purchased Mortgage Loans............................................Section 1.1
Rating Agency.......................................................Section 1.1
Rating Agency Condition.............................................Section 1.1
Reserve Account.....................................................Section 1.1
Servicer Default....................................................Section 1.1
Specified Reserve Account Balance...................................Section 1.1
Total Distribution Amount...........................................Section 1.1
Trust Accounts......................................................Section 1.1
Trust Agreement.....................................................Section 1.1

         (c) Capitalized terms used herein and not otherwise defined herein
or in the Master Agreement have the meanings assigned to them in the Trust
Agreement.

         SECTION 1.2 Incorporation by Reference of Trust Indenture Act.

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

         Commission means the U.S. Securities and Exchange Commission, and
any successor thereof.

         indenture securities means the Notes.

         indenture security holder means a Noteholder.

         indenture to be qualified means this Indenture.

         indenture trustee or institutional trustee means the Trustee.

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

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

         SECTION 1.3 Rules of Construction.

         Unless the context otherwise requires:

         (a) Accounting Terms. As used in this Indenture, accounting terms
which are not defined, and accounting terms partly defined, herein or therein
shall have the respective meanings given to them under generally accepted
accounting principles. To the extent that the definitions of accounting terms
in this Indenture are inconsistent with the meanings of such terms under
generally accepted accounting principles, the definitions contained in this
Indenture will control.

         (b) "Hereof" The words "hereof," "herein" and "hereunder" and words
of similar import when used in this Indenture will refer to this Indenture as
a whole and not to any particular provision of this Indenture; and Section,
Schedule and Exhibit references contained in this Indenture are references to
Sections, Schedules and Exhibits in or to this Indenture unless otherwise
specified. The word "or" is not exclusive.

         (c) Reference to Distribution Dates. With respect to any Distribution
Date, the "related Collection Period," and the "related Record Date," will
mean the Collection Period and Record Date, respectively, immediately
preceding such Distribution Date, and the relationships among Collection
Periods and Record Dates will be correlative to the foregoing relationships.

         (d) Number and Gender. Each defined term used in this Indenture has a
comparable meaning when used in its plural or singular form. Each
gender-specific term used in this Indenture has a comparable meaning whether
used in a masculine, feminine or gender-neutral form.

         (e) Including. Whenever the term "including" (whether or not that
term is followed by the phrase "but not limited to" or "without limitation" or
words of similar effect) is used in this Indenture in connection with a
listing of items within a particular classification, that listing will be
interpreted to be illustrative only and will not be interpreted as a
limitation on, or exclusive listing of, the items within that classification.

         (f) Uniform Commercial Code. In the event the Uniform Commercial Code
in effect on the date hereof is subsequently revised, all references to
sections of the Uniform Commercial Code shall be deemed to be references to
the corresponding provisions in such successor statute.

                                 ARTICLE II

                                  THE NOTES

         SECTION 2.1 Form The Class [ ], Class [ ] and Class [ ] Notes, in
each case together with the Trustee's certificate of authentication, shall be
in substantially the form set forth in Exhibit B, 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.

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

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

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

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

         The Trustee shall upon Issuer Order authenticate and deliver Class [ ]
Notes for original issue in an aggregate principal amount of $[ ], Class [ ]
Notes for original issue in the aggregate principal amount of $[ ] and
Class [ ] Notes for original issue in the aggregate principal amount of $[ ].
The aggregate principal amount of Class [ ], Class [ ] and Class [ ] Notes
outstanding at any time may not exceed such amounts except as provided in
Section 2.5.

         Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of [$1,000]
and in integral multiples thereof (except for one Note of each class which
may be issued in a denomination other than an integral multiple of [$1,000]).

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

         SECTION 2.3 Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor
of the Definitive Notes in lieu of which they are issued and with such
variations not inconsistent with the terms of this Indenture as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

         If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.2, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute and the Trustee shall authenticate and deliver in
exchange therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Definitive Notes.

         SECTION 2.4 Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The 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 Issuer shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Note Registrar.

         If a Person other than the Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the 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 Trustee shall have the right to
inspect the Note Register at all reasonable times and to obtain copies
thereof, and the Trustee shall have the right to rely upon a certificate
executed on behalf of the Note Registrar by an Executive Officer thereof as
to the names and addresses of the Holders of the Notes and the principal
amounts and number of such Notes.

         Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.2,
if the requirements of Section 8-401(1) of the UCC are met, the Issuer shall
execute and upon its request the Trustee shall authenticate and the
Noteholder shall obtain from the 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.

         At the option of the Holder, 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, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute
and upon its request the Trustee shall authenticate and the Noteholder shall
obtain from the Trustee, the Notes which the Noteholder making the exchange
is entitled to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be: (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by,
the Holder thereof or such Holder's attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in 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
Trustee may require.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.3 or 9.6 not involving any transfer.

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

         SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If: (i) any
mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note,
and (ii) there is delivered to the Trustee such security or indemnity as may
be required by it to hold the Issuer and the Trustee harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Trustee that such
Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute
and upon its request the Trustee shall authenticate and deliver, in exchange
for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within seven days
shall be due and payable, or shall have been called for redemption, instead
of issuing a replacement Note, the Issuer may pay such destroyed, lost or
stolen Note when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Note or payment
of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer and the Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking
such replacement Note from such Person to whom such replacement Note was
delivered or any assignee of such Person, except a bona fide purchaser, and
shall be entitled to recover upon the security or indemnity provided therefor
to the extent of any loss, damage, cost or expense incurred by the Issuer or
the Trustee in connection therewith.

         Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation
thereto and any other reasonable expenses (including the fees and expenses of
the 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 Issuer, whether or not
the mutilated, destroyed, lost or stolen Note shall be at any time
enforceable by anyone, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly
issued hereunder.

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

         SECTION 2.6 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee and any agent
of the Issuer or the Trustee may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on such
Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Trustee nor any agent of the Issuer or
the Trustee shall be affected by notice to the contrary.

         SECTION 2.7 Payment of Principal and Interest; Defaulted Interest.

         (a) The Notes shall accrue interest as provided in the forms of the
Classes of Notes, set forth in Exhibit B, and such interest shall be payable
on each Distribution Date as specified therein. Any installment of interest
or principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Distribution 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, except that, unless Definitive Notes have been issued pursuant to
Section 2.12, with respect to Notes registered on the Record Date in the name
of the nominee of the Clearing Agency (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds to
the account designated by such nominee and except for the final installment
of principal payable with respect to such Note on a Distribution Date or on
the Final Scheduled Distribution 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.

         (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in the forms of the Classes of Notes, set
forth in Exhibit B. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, if the Trustee or the Holders of the Notes representing not less
than a majority of the Current Principal Amount of the Notes have declared
the Notes to be immediately due and payable in the manner provided in Section
5.2. All principal payments on each Class of Notes shall be made pro rata to
the Noteholders of such Class entitled thereto. The Trustee shall notify the
Person in whose name a Note is registered at the close of business on the
Record Date preceding the Distribution Date on which the Issuer expects that
the final installment of principal of and interest on such Note will be paid.
Such notice shall be mailed or transmitted by facsimile prior to such final
Distribution 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 Issuer defaults in a payment of interest on the Notes,
the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful
manner.

         The Issuer may pay such defaulted interest to the Persons who are
Noteholders on a subsequent special record date, which date shall be at least
five Business Days prior to the payment date. The Issuer shall fix or cause
to be fixed any such special record date and payment date, and, at least 15
days before any such special record date, the Issuer shall mail to each
Noteholder and the Trustee a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

         SECTION 2.8 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be
promptly canceled by the Trustee. The Issuer may at any time deliver to the
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and
all Notes so delivered shall be promptly canceled by the 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.
All canceled Notes may be held or disposed of by the Trustee in accordance
with its standard retention or disposal policy as in effect at the time
unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and the Notes have
not been previously disposed of by the Trustee.

         SECTION 2.9 Release of Collateral. Subject to Section 11.1, the
Trustee shall release property from the lien of this Indenture only upon
receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.

         SECTION 2.10 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, as agent for The Depository Trust Company, the
initial Clearing Agency, by, or on behalf of, the Issuer. 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 2.12. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to Note Owners pursuant to
Section 2.12:

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

         (b) the Note Registrar and the 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 Holder of the Notes, and
shall have no obligation to the Note Owners;

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

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

         (e) whenever this Indenture requires or permits actions to be taken
based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Current Principal 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 Trustee.

         SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.12, the Trustee shall give all such notices and communications
specified herein to be given to Holders of the Notes to the Clearing Agency,
and shall have no obligation to the Note Owners.

         SECTION 2.12 Definitive Notes. If: (i) the Master Servicer advises
the 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
Master Servicer is unable to locate a qualified successor, (ii) the Master
Servicer at its option advises the Trustee in writing that it elects to
terminate the book-entry system through the Clearing Agency or (iii) after
the occurrence of an Event of Default, Note Owners representing beneficial
interests aggregating at least a majority of the Current Principal Amount of
the Notes advise the 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 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 Trustee of the typewritten Note or Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the
Definitive Notes as Noteholders.

                                 ARTICLE III

                                  COVENANTS

         SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the
foregoing, subject to Section 8.2(c), the Issuer will cause to be distributed
to the Noteholders all amounts on deposit in the Note Distribution Account on
a Distribution Date deposited therein pursuant to the Master Servicing
Agreement for the benefit of the Noteholders. Amounts properly withheld under
the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

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

         SECTION 3.3 Money for Payments to Be Held in Trust.

         (a) As provided in Sections 8.2(a) and (b), all payments of amounts
due and payable with respect to any Notes that are to be made from amounts
withdrawn from the Collection Account and the Note Distribution Account
pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the
Trustee or by another Paying Agent, and no amounts so withdrawn from the
Collection Account and the Note Distribution Account for payments of Notes
shall be paid over to the Issuer except as provided in this Section.

         (b) On or before each Distribution Date and Redemption Date, the
Issuer shall deposit or cause to be deposited in the Note Distribution
Account an aggregate sum sufficient to pay the amounts then becoming due
under the Notes, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the Paying Agent is the Trustee) shall promptly
notify the Trustee of its action or failure so to act.

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

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

               (ii) give the Trustee notice of any default by the Issuer of
         which it has actual knowledge (or any other obligor upon the Notes)
         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 Trustee, forthwith pay to the
         Trustee all sums so held in trust by such Paying Agent;

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

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

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

         (e) Subject to applicable laws with respect to the escheat of funds,
any money held by the Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that
the Trustee or such Paying Agent, before being required to make any such
repayment, shall at the expense of the Issuer cause to be published once, in
a newspaper published in the English language, customarily published on each
Business Day and of general circulation in The City of New York, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any
unclaimed balance of such money then remaining will be repaid to the Issuer.
The Trustee shall also adopt and employ, at the expense of the Issuer, any
other reasonable means of notification of such repayment (including, but not
limited to, mailing notice of such repayment to Holders whose Notes have been
called but have not been surrendered for redemption or whose right to or
interest in moneys due and payable but not claimed is determinable from the
records of the Trustee or of any Paying Agent, at the last address of record
for each such Holder).

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

         SECTION 3.5 Protection of Trust Estate.

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

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

               (iii) enforce any of the Collateral; or

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

         (b) The Issuer hereby designates the Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement
or other instrument required by the Trustee pursuant to this Section.

         SECTION 3.6 Opinions as to Trust Estate.

         (a) On the Closing Date, the Issuer shall furnish to the Trustee an
Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and security interest of this Indenture and reciting the
details of such action, or stating that, in the opinion of such counsel, no
such action is necessary to make such lien and security interest effective.

         (b) Within [90] days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Cut-off Date, the Issuer shall furnish to the Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling
of this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as 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 until
January 30 in the following calendar year.

         SECTION 3.7 Performance of Obligations; Servicing of Mortgage Loans.

         (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the 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 Basic Documents or such other instrument or agreement.

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

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents
and in the instruments and agreements included in the Trust Estate, including
but not limited to preparing (or causing to 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 Master Servicing
Agreement in accordance with and within the time periods provided for herein
and therein. Except as otherwise expressly provided therein, the Issuer shall
not waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the consent of the Trustee or the Holders of at
least a majority of the aggregate Current Principal Amount of the Outstanding
Notes.

         (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default under the Master Servicing Agreement, the Issuer shall
promptly notify the Trustee and the Rating Agencies thereof in accordance
with Section 11.4, and shall specify in such notice the action, if any, the
Issuer is taking in respect of such default. If a Servicer Default shall
arise from the failure of the Master Servicer to perform any of its duties or
obligations under the Master Servicing Agreement with respect to the Mortgage
Loans, the Issuer shall take all reasonable steps available to it to remedy
such failure.

         (e) As promptly as possible after the giving of notice of
termination to the Master Servicer of the Master Servicer's rights and powers
pursuant to Section 8.1 of the Master Servicing Agreement, the Issuer shall
appoint a successor Master Servicer (the "Successor Master Servicer"), and
such Successor Master Servicer shall accept its appointment by a written
assumption in a form acceptable to the Trustee. In the event that a Successor
Master Servicer has not been appointed and accepted its appointment at the
time when the Master Servicer ceases to act as Master Servicer, the Trustee
without further action shall automatically be appointed the Successor Master
Servicer. The Trustee may resign as the Master Servicer by giving written
notice of such resignation to the Issuer and in such event will be released
from such duties and obligations, such release not to be effective until the
date a new Master Servicer enters into a servicing agreement with the Issuer
as provided below. Upon delivery of any such notice to the Issuer, the Issuer
shall obtain a new Master Servicer as the Successor Master Servicer under the
Master Servicing Agreement. Any Successor Master Servicer other than the
Trustee shall (i) be an established financial institution having a net worth
of not less than $[ ] and whose regular business includes the servicing of
residential mortgage loans and (ii) enter into a servicing agreement with the
Issuer having substantially the same provisions as the provisions of the
Master Servicing Agreement applicable to the Master Servicer. If within 30
days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a new Master Servicer, the Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Master
Servicer. In connection with any such appointment, the Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Master
Servicing Agreement, and in accordance with Section 8.2 of the Master
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Mortgage Loans (such agreement to be in
form and substance satisfactory to the Trustee). If the Trustee shall succeed
to the Master Servicer's duties as Master Servicer of the Mortgage Loans as
provided herein, it shall do so in its individual capacity and not in its
capacity as Trustee and, accordingly, the provisions of Article VI below
shall be inapplicable to the Trustee in its duties as the successor to the
Master Servicer and the servicing of the Mortgage Loans. In case the Trustee
shall become successor to the Master Servicer under the Master Servicing
Agreement, the Trustee shall be entitled to appoint as Master Servicer any
one of its Affiliates, or delegate any of its responsibilities as Master
Servicer to agents, subject to the terms of the Master Servicing Agreement,
provided that such appointment or delegation shall not affect or alter in any
way the liability of the Trustee as a successor for the performance of the
duties and obligations of the Master Servicer in accordance with the terms
hereof.

         (f) Upon any termination of the Master Servicer's rights and powers
pursuant to the Master Servicing Agreement, the Issuer shall promptly notify
the Trustee. As soon as a Successor Master Servicer (other than the Trustee)
is appointed, the Issuer shall notify the Trustee of such appointment,
specifying in such notice the name and address of such Successor Master
Servicer.

         (g) Without derogating from the absolute nature of the assignment
granted to the Trustee under this Indenture or the rights of the Trustee
hereunder, the Issuer agrees that, unless such action is specifically
permitted hereunder or under the Basic Documents, it will not, without the
prior written consent of the Trustee or the Holders of at least a majority in
aggregate Current Principal Amount of the Outstanding Notes, amend, modify,
waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, the terms of
any Collateral or the Basic Documents, or waive timely performance or
observance by the Master Servicer or the Initial Beneficial Holder under the
Master Servicing Agreement; provided, however, that no such amendment shall
(i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, distributions that are required to be made for the benefit of
the Noteholders, or (ii) reduce the aforesaid percentage of the Notes which
are required to consent to any such amendment, without the consent of the
Holders of all the Outstanding Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by the Trustee or such Holders,
the Issuer agrees, promptly following a request by the Trustee to do so, to
execute and deliver, in its own name and at its own expense, such agreements,
instruments, consents and other documents as the Trustee may deem necessary
or appropriate in the circumstances.

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

         (a) except as expressly permitted by this Indenture or the Basic
Documents, sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Trust
Estate, unless directed to do so by the Trustee;

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

         (c) (i) permit the validity or effectiveness of this Indenture to be
impaired, or permit the lien of this Indenture to be amended, hypothecated,
subordinated, terminated or discharged, or permit any Person to be released
from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (ii) 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
Mortgage Loan and arising solely as a result of an action or omission of the
related Mortgagor) or (C) permit the lien of this Indenture not to constitute
a valid first priority (other than with respect to any such tax, mechanics'
or other lien) security interest in the Trust Estate.

         SECTION 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Trustee, within [90] days after the end of each fiscal year of
the Issuer (commencing with the fiscal year 200[ ] ), 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:

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

         (b) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has complied with all conditions and covenants under
this Indenture throughout such year, or, if there has been a default in 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 Issuer May Consolidate, etc. Only on Certain Terms.

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

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

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

               (iii) the Rating Agency Condition shall have been satisfied
         with respect to such transaction;

               (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Trustee) to the effect
         that such transaction will not have any material adverse tax
         consequence to the Trust, any Noteholder or any Certificateholder;

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

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

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

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

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

               (iii) the Rating Agency Condition shall have been satisfied
         with respect to such transaction;

               (iv) the Issuer shall have received an Opinion of Counsel (and
         shall have delivered copies thereof to the Trustee) to the effect
         that such transaction will not have any material adverse tax
         consequence to the Trust, any Noteholder or any Certificateholder;

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

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

         SECTION 3.11 Successor or Transferee.

         (a) Upon any consolidation or merger of the Issuer in accordance
with Section 3.10(a), the Person formed by or surviving such consolidation or
merger (if other than the Issuer) shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Indenture
with the same effect as if such Person had been named as the Issuer herein.

         (b) Upon a conveyance or transfer of all the assets and properties
of the Issuer pursuant to Section 3.10 (b) above, will be released from every
covenant and agreement of this Indenture to be observed or performed on the
part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Trustee stating that is to be so released.

         SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Mortgage Loans in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto.

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

         SECTION 3.14 Master Servicer's Obligations. The Issuer shall cause
the Master Servicer to comply with Sections [4.9, 4.10, 4.11 and 5.8] of the
Master Servicing Agreement.

         SECTION 3.15 Guarantees, Mortgage Loans, Advances and Other
Liabilities. Except as contemplated by the Master Servicing Agreement or this
Indenture, the Issuer shall not make any Mortgage Loan or advance or credit
to, or guarantee (directly or indirectly or by an instrument having the
effect of assuring another's payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become
contingently liable, directly or indirectly, in connection with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire
(or agree contingently to do so) any stock, obligations, assets or securities
of, or any other interest in, or make any capital contribution to, any other
Person.

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

         SECTION 3.17 Restricted Payments. The Issuer shall not, directly or
indirectly:

         (a) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Master Servicer,

         (b) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or

         (c) set aside or otherwise segregate any amounts for any such
purpose;

provided, however, that the Issuer may make, or cause to be made,
distributions to the Master Servicer, the Owner Trustee, the Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Master Servicing Agreement or Trust Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions
from the Collection Account except in accordance with this Indenture and the
Basic Documents.

         SECTION 3.18 Notice of Events of Default. The Issuer agrees to give
the Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each default on the part of the Master Servicer or the
Initial Beneficial Holder of its obligations under the Master Servicing
Agreement.

         SECTION 3.19 Further Instruments and Acts. Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                 ARTICLE IV

                          SATISFACTION AND DISCHARGE

         SECTION 4.1 Satisfaction and Discharge of this Indenture. This
Indenture shall cease to be of further effect with respect to the Notes
except as to: (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon,
(iv) the rights, obligations and immunities of the Trustee hereunder
(including the rights of the Trustee under Section 6.7 and the obligations of
the Trustee under Section 4.2) and (v) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and the Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when:

         (a) either

               (i) all Notes theretofore authenticated and delivered (other
         than (A) Notes that have been destroyed, lost or stolen and that
         have been replaced or paid as provided in Section 2.5 and (B) Notes
         for whose payment money has theretofore been deposited in trust or
         segregated and held in trust by the Issuer and thereafter repaid to
         the Issuer or discharged from such trust, as provided in Section
         3.3) have been delivered to the Trustee for cancellation; or

               (ii) all Notes not theretofore delivered to the Trustee for
         cancellation:

                   (1) have become due and payable,

                   (2) will become due and payable at the Final Scheduled
            Distribution Date within one year, or

                   (3) are to be called for redemption within one year under
            arrangements satisfactory to the Trustee for the giving of notice
            of redemption by the Trustee in the name, and at the expense, of
            the Issuer, and the Issuer, in the case of (1) or (2) above, has
            irrevocably deposited or caused to be irrevocably deposited with
            the 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
            Trustee for cancellation when due to the Final Scheduled
            Distribution Date or Redemption Date (if Notes shall have been
            called for redemption pursuant to Section 10.1(a)), as the case
            may be;

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

         (c) the Issuer has delivered to the Trustee an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA or the
Trustee) 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 for relating to
the satisfaction and discharge of this Indenture have been complied with.

         SECTION 4.2 Application of Trust Money. All moneys deposited with
the 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 Paying Agent, as the Trustee may
determine, to the Holders of the particular Notes for the payment or
redemption of which such moneys have been deposited with the Trustee, of all
sums due and to become due thereon for principal and interest; but such
moneys need not be segregated from other funds except to the extent required
herein or by law or in the Master Servicing Agreement.

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

                                  ARTICLE V

                                   REMEDIES

         SECTION 5.1 Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

         (a) a default for [10] days or more in the payment of any principal
of or interest on any Note; or

         (b) default in the observance or performance of any covenant or
agreement of the Issuer or the Trust Fund made in this Indenture (other than
a covenant or agreement, a default in the observance or performance of which
is elsewhere in this Section specifically dealt with), which continues for a
period of [30] days after notice after thereof shall have been given, by
registered or certified mail, to the Issuer by the Trustee or to the Issuer
and the Trustee by the Holders of at least [66 2/3]% of the Current Principal
Amount of the Notes, a written notice specifying such default or incorrect
representation or warranty and requiring it to be remedied and stating that
such notice is a "Notice of Default" hereunder; or

         (c) any representation or warranty of the Issuer or the Trust Fund
made in this Indenture or in any certificate or other writing delivered
pursuant hereto or in connection herewith proving to have been incorrect in
any material respect as of the time when the same shall have been made, and
such breach is not cured within [30] days after notice thereof shall have
been given, by registered or certified mail, to the Issuer by the Trustee or
to the Issuer and the Trustee by the Holders of at least [66 2/3]% of the
Current Principal Amount of the Notes, a written notice specifying such
default or incorrect representation or warranty and requiring it to be
remedied and stating that such notice is a "Notice of Default" hereunder; or

         (d) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of the Issuer or any substantial part
of the Trust Estate in an involuntary case under any applicable federal or
State bankruptcy, insolvency or other similar law now or hereafter in effect,
or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or ordering the winding-up or liquidation of the Issuer's
affairs, and such decree or order shall remain unstayed and in effect for a
period of [30] consecutive days; or

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

         The Issuer shall deliver to the Trustee, within five Business Days
after the occurrence thereof, written notice in the form of an Officer's
Certificate of any event which with the giving of notice and the lapse of
time would become an Event of Default under clause (c), its status and what
action the Issuer is taking or proposes to take with respect thereto.

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such
case the Trustee or the Holders of Notes representing not less than a
majority of the Current Principal Amount of the Notes may declare the
principal of the Note to be immediately due and payable, by a notice in
writing to the Issuer (and to the Trustee if given by Noteholders), and upon
any such declaration the unpaid principal amount of such Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

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

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

               (i) 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

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

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

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee.

         (a) The Issuer covenants that if:

               (i) default is made in the payment of any interest on any Note
         when the same becomes due and payable, and such default continues
         for a period of [10] days, or

               (ii) default is made in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due
         and payable, the Issuer will, upon demand of the Trustee, pay to it,
         for the benefit of the Holders of the Notes, the whole amount then
         due and payable on such Notes for principal and interest, with
         interest upon the overdue principal, and, to the extent payment at
         such rate of interest shall be legally enforceable, upon overdue
         installments of interest, at the rate borne by the Notes and in
         addition thereto such further amount as shall be sufficient to cover
         the costs and expenses of collection, including the reasonable
         compensation, expenses, disbursements and advances of the Trustee
         and its agents and counsel.

         (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a proceeding for the collection of the sums so due and unpaid,
and may prosecute such proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and
collect in the manner provided by law out of the property of the Issuer or
other obligor upon such Notes, wherever situated, the moneys adjudged or
decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Trustee
may, as more particularly provided in Section 5.4, in its discretion, proceed
to protect and enforce its rights and the rights of the Noteholders, by such
appropriate proceedings as the Trustee shall deem most effective to protect
and enforce any such rights, whether for the specific enforcement of any
covenant or agreement in this Indenture or in aid of the exercise of any
power granted herein, or to enforce any other proper remedy or legal or
equitable right vested in the Trustee by this Indenture or by law.

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

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

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

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

               (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the
         claims of the Trustee or the Holders of Notes allowed in any
         judicial proceedings relative to the Issuer, its creditors and its
         property; and any trustee, receiver, liquidator, custodian or other
         similar official in any such proceeding is hereby authorized by each
         of such Noteholders to make payments to the Trustee, and, in the
         event that the Trustee shall consent to the making of payments
         directly to such Noteholders, to pay to the Trustee such amounts as
         shall be sufficient to cover reasonable compensation to the Trustee,
         each predecessor Trustee and their respective agents, attorneys and
         counsel, and all other expenses and liabilities incurred, and all
         advances made, by the Trustee and each predecessor Trustee except as
         a result of negligence or bad faith.

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

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

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

         SECTION 5.4 Remedies and Priorities.

         (a) If an Event of Default shall have occurred and be continuing,
the Trustee may do one or more of the following (subject to Section 5.5
below):

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

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

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

               (iv) sell the Trust Estate or any portion thereof or rights or
         interest therein, at one or more public or private sales called and
         conducted in any manner permitted by law; provided, however, that
         the Trustee may not sell or otherwise liquidate the Trust Estate
         following an Event of Default, other than an Event of Default
         described in Section 5.1(a)(i) above, unless: (A) the Holders of [66
         2/3]% of the Current Principal Amount of the Notes consent thereto,
         (B) the proceeds of such sale or liquidation distributable to the
         Noteholders are sufficient to discharge in full all amounts then due
         and unpaid upon such Notes for principal and interest or (C) the
         Trustee determines that the Trust Estate will not continue to
         provide sufficient funds for the payment of principal of and
         interest on the Notes as they would have become due if the Notes had
         not been declared due and payable, and the Trustee obtains the
         consent of Holders of [66 2/3]% of the Current Principal Amount of
         the Notes. In determining such sufficiency or insufficiency with
         respect to clause (B) and (C), the Trustee may, but need not, obtain
         and rely upon an opinion of an Independent investment banking or
         accounting firm of national reputation as to the feasibility of such
         proposed action and as to the sufficiency of the Trust Estate for
         such purpose.

         (b) If the Trustee collects any money or property pursuant to this
Article V, it shall pay out such money or property (and other amounts
including amounts held on deposit in the Reserve Account) held as Collateral
for the benefit of the Noteholders in the following order:

               First, to the Trustee for amounts due under Section 6.7 below;

               Second, to Noteholders for amounts due and unpaid on the
       Notes for interest, ratably, without preference or priority of any
       kind, according to the amounts due and payable on the Notes for
       interest;

               Third, to Noteholders for amounts due and unpaid on the
       Notes for principal, ratably, without preference or priority of any
       kind, according to the amounts due and payable on the Notes for
       principal; and

               Fourth, to the Issuer for distribution to the Certificateholders.

         The Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section. At least [5] days before such record
date, the Issuer shall mail to each Noteholder and the Trustee a notice that
states the record date, the payment date and the amount to be paid.

         SECTION 5.5 Optional Preservation of the Mortgage Loans. If the
Notes have been declared to be due and payable under Section 5.2 above
following an Event of Default and such declaration and its consequences have
not been rescinded and annulled, the Trustee may, but need not, elect to
maintain possession of the Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for
the payment of principal of and interest on the Notes, and the Trustee shall
take such desire into account when determining whether or not to maintain
possession of the Trust Estate. In determining whether to maintain possession
of the Trust Estate, the Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

         SECTION 5.6 Limitation of Suits. No Holder of any Note shall have
any right to institute any proceeding, judicial or otherwise, with respect to
this Indenture, or for the appointment of a receiver or trustee, or for any
other remedy hereunder, unless:

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

         (b) the Holders of not less than [25]% of the Current Principal
Amount of the Notes have made written request to the Trustee to institute
such proceeding in respect of such Event of Default in its own name as
Trustee hereunder;

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

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

         (e) no direction inconsistent with such written request has been
given to the Trustee during such [60]-day period by the Holders of a majority
of the Current Principal Amount of the Notes; it being understood and
intended that no one or more Holders of Notes shall have any right in any
manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any other Holders of
Notes or to obtain or to seek to obtain priority or preference over any other
Holders or to enforce any right under this Indenture, except in the manner
herein provided.

         In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than [66 2/3%] of the Current Principal Amount of the
Notes, the Trustee in its sole discretion may determine what action, if any,
shall be taken, notwithstanding any other provisions of this Indenture.

         SECTION 5.7 Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest, if any, on such Note on
or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder.

         SECTION 5.8 Restoration of Rights and Remedies. If the Trustee or
any Noteholder has instituted any proceeding to enforce any right or remedy
under this Indenture and such proceeding has been discontinued or abandoned
for any reason or has been determined adversely to the Trustee or to such
Noteholder, then and in every such case the Issuer, the 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 Trustee and the Noteholders shall
continue as though no such proceeding had been instituted.

         SECTION 5.9 Rights and Remedies Cumulative. No right or remedy
herein conferred upon or reserved to the Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition
to every other right and remedy given hereunder or now or hereafter existing
at law or in equity or otherwise. The assertion or employment of any right or
remedy hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by
law to the Trustee or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the
Noteholders, as the case may be.

         SECTION 5.11 Control by Noteholders. The Holders of a [66 2/3%] of
the Current Principal Amount of the Notes shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available
to the Trustee with respect to the Notes or exercising any trust or power
conferred on the Trustee; provided that:

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

         (b) subject to the express terms of Section 5.4 above, any direction
to the Trustee to sell or liquidate the Trust Estate shall be by the Holders
of Notes representing not less than [66 2/3]% of the Current Principal Amount
of the Notes;

         (c) if the conditions set forth in Section 5.5 above have been
satisfied and the Trustee elects to retain the Trust Estate pursuant to such
Section, then any direction to the trustee by Holders of Notes representing
less than [66 2/3]% of the Current Principal Amount of the Notes to sell or
liquidate the Trust Estate shall be of no force and effect; and

         (d) the Trustee may take any other action deemed proper by the
Trustee that is not inconsistent with such direction; provided, however,
that, subject to Section 6.1, the Trustee need not take any action that it
determines might involve it in liability or might materially and adversely
affect the rights of any Noteholders not consenting to such action.

         SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2
above, the Holders of Notes of not less than a majority of the Current
Principal Amount of the Notes may waive any past Default or Event of Default
and its consequences except a Default: (a) in payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision
hereof which cannot be modified or amended without the consent of the Holder
of each Note. In the case of any such waiver, the Issuer, the Trustee and the
Holders of the Notes shall be restored to their former positions and rights
hereunder, respectively; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereto. Upon any such waiver,
such Default shall cease to exist and be deemed to have been cured and not to
have occurred, and any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this
Indenture; but no such waiver shall extend to any subsequent or other Default
or Event of Default or impair any right consequent thereto.

         SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall
be deemed to have agreed, that any court may in its discretion require, in
any suit for the enforcement of any right or remedy under this Indenture, or
in any suit against the Trustee for any action taken, suffered or omitted by
it as Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section 5.13 shall not apply to: (a) any suit instituted
by the Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than [66 2/3]% of the
Current Principal Amount of the Notes or (c) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on
any Note on or after the respective due dates expressed in such Note and in
this Indenture (or, in the case of redemption, on or after the Redemption
Date).

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

         SECTION 5.15 Action on Notes. The 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 Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Trustee against the Issuer or by the levy of
any execution under such judgment upon any portion of the Trust Estate or
upon any of the assets of the Issuer.

         SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

         (b) If an Event of Default has occurred and is continuing, the
Trustee may, and, at the direction (which direction shall be in writing or by
telephone (confirmed in writing promptly thereafter)) of the Holders of [66
2/3]% of the Current Principal Amount of the Notes shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Initial Beneficial Holder or the Master Servicer under or in connection with
the Master Servicing Agreement, including the right or power to take any
action to compel or secure performance or observance by the Initial
Beneficial Holder or the Master Servicer of each of their obligations to the
Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Master Servicing Agreement, and any
right of the Issuer to take such action shall be suspended.

                                 ARTICLE VI

                                 THE TRUSTEE

         SECTION 6.1 Duties of Trustee.

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

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

               (i) the 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 Trustee; and

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

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

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

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

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

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

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

         SECTION 6.2 Rights of Trustee.

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

         (b) Before the Trustee acts or refrains from acting, it may require
an Officer's Certificate or an Opinion of Counsel. The 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 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, and the Trustee shall not be responsible
for any misconduct or negligence on the part of, or for the supervision of, [
], or any other such agent, attorney, custodian or nominee appointed with due
care by it hereunder.

         (d) The 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 Trustee's conduct does not constitute
willful misconduct, negligence or bad faith.

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

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

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

         SECTION 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is either actually known or written notice of the
existence thereof has been delivered to a Responsible Officer of the Trustee,
the Trustee shall mail to each Noteholder notice of the Default 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 (including payments
pursuant to the mandatory redemption provisions of such Note), the 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 Trustee to Holders. The Trustee shall deliver
to each Noteholder such information as may be reasonably required to enable
such Holder to prepare its federal and State income tax returns.

         SECTION 6.7 Compensation and Indemnity. The Issuer shall or shall
cause the Master Servicer to pay to the Trustee from time to time
compensation for its services in accordance with a separate agreement between
the Master Servicer and the Trustee. The Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
Issuer shall or shall cause the Master Servicer to reimburse the Trustee for
all reasonable out-of-pocket expenses incurred or made by it, including costs
of collection, in addition to the compensation for its services. Such
expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Trustee's agents, counsel, accountants and
experts. The Issuer shall or shall cause the Master Servicer to indemnify the
Trustee and its officers, directors, employees and agents against any and all
loss, liability or expense (including attorneys' fees and expenses) incurred
by it in connection with the acceptance or the administration of this trust
and the performance of its duties hereunder. The Trustee shall notify the
Issuer and the Master Servicer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer and the Master
Servicer shall not relieve the Issuer of its obligations hereunder or the
Master Servicer of its obligations under [Section 6.2] of the Master
Servicing Agreement. The Issuer shall or shall cause the Master Servicer to
defend the claim and the Trustee may have separate counsel and the Issuer
shall or shall cause the Master Servicer to pay the fees and expenses of such
counsel. Neither the Issuer nor the Master Servicer need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad
faith.

         The Issuer's payment obligations to the Trustee pursuant to this
Section shall survive the discharge of this Indenture subject to a
satisfaction of the Rating Agency Condition. When the Trustee incurs expenses
after the occurrence of a Default specified in Section 5.1(d) or (e) above
with respect to the Issuer, the expenses are intended to constitute expenses
of administration under Title 11 of the United States Code or any other
applicable federal or State bankruptcy, insolvency or similar law.

         SECTION 6.8 Replacement of Trustee. The Trustee may resign at any
time by so notifying the Issuer. The Holders of a [majority] in Current
Principal Amount of the Notes may remove the Trustee by so notifying the
Trustee and may appoint a successor Trustee. The Issuer shall remove the
Trustee if: (i) the Trustee fails to comply with Section 6.11 below; or (ii)
the Trustee is adjudged a bankrupt or insolvent.

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

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

         If a successor Trustee does not take office within [90] days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer
or the Holders of [66 2/3%] in Current Principal Amount of the Notes may
petition any court of competent jurisdiction for the appointment of a
successor Trustee.

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

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to Section 6.9 below and payment of all fees and expenses owed to
the outgoing Trustee.

         Notwithstanding the replacement of the Trustee pursuant to this
Section 6.8, the Issuer's and the Master Servicer's obligations under Section
6.7 above shall continue for the benefit of the retiring Trustee.

         SECTION 6.9 Successor Trustee by Merger. If the 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 Trustee. The Trustee shall provide the
Rating Agencies prior written notice of any such transaction.

         If at the time such successor or successors by merger or
consolidation to the Trustee shall succeed to the trusts created by this
Indenture, any of the Notes shall have been authenticated but not delivered,
any such successor 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
Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of such successor Trustee. In all such cases, such
certificate of authentication shall have the same full force as is provided
anywhere in the Notes or herein with respect to the certificate of
authentication of the Trustee.

         SECTION 6.10 Appointment of Co-Trustee or Separate 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 Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any part of the Trust, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Trust, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the 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 below and no notice to Noteholders
of the appointment of any co-trustee or separate trustee shall be required
under Section 6.8 above.

         (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 Trustee shall be conferred or imposed upon and
         exercised or performed by the 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
         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 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 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 Trustee may at any time accept the resignation of or
         remove any separate trustee or co-trustee.

         (c) Any notice, request or other writing given to the Trustee shall
be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement
and the conditions of this Article VI. Each separate trustee and co-trustee,
upon its acceptance of the trusts conferred, shall be vested with the estates
or property specified in its instrument of appointment, either jointly with
the 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 Trustee. Every such instrument shall be filed
with the Trustee.

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

         SECTION 6.11 Eligibility and Disqualification. The Trustee shall at
all times satisfy the requirements of TIA Section 310(a). The Trustee shall
have a combined capital and surplus of at least $[ ] as set forth in its most
recent published annual report of condition it shall have a long term
unsecured debt rating of: (i) [ ] or better by Moody's, (ii) [ ] or better by
S&P, and (iii) [ ] or better by Fitch. The Trustee shall comply with TIA
Section 310(b), including the optional provision permitted by the second
sentence of TIA Section 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA Section 310(b)(1) are met.

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

                                 ARTICLE VII

                        NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1 Issuer to Furnish Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the 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
Trustee may reasonably require, of the names and addresses of the Holders as
of such Record Date, (b) at such other times as the Trustee may request in
writing, within 30 days after receipt by the Issuer of any such request, a
list of similar form and content as of a date not more than 10 days prior to
the time such list is furnished; provided, however, that so long as the
Trustee is the Note Registrar, no such list shall be required to be
furnished.

         SECTION 7.2 Preservation of Information and Communications to
Noteholders.

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

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

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

         SECTION 7.3 Reports by Issuer.

         (a) The Issuer shall:

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

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

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

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

         SECTION 7.4 Reports by Trustee. If required by TIA Section 313(a),
within 60 days after each, beginning with [ ], 200[ ], the Trustee shall mail
to each Noteholder as required by TIA Section 313(c) a brief report dated as
of such date that complies with TIA Section 313(a). The Trustee also shall
comply with TIA Section 313(b).

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

                                ARTICLE VIII

                     ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the 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 Trustee pursuant to this Indenture. The Trustee shall
apply all such money received by it as provided in this Indenture. Except as
otherwise expressly provided in this Indenture, if any default occurs in the
making of any payment or performance under any agreement or instrument that
is part of the Trust Estate, the Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V above.

         SECTION 8.2 Trust Accounts.

         (a) On or prior to the Closing Date, the Issuer shall cause the
Master Servicer to establish and maintain, in the name of the Trustee, for
the benefit of the Noteholders and the Certificateholders, the Trust Accounts
as provided in Section 5.1 of the Master Servicing Agreement.

         (b) On or before each Distribution Date, the Total Distribution
Amount with respect to the preceding Collection Period will be deposited in
the Collection Account as provided in Section 5.2 of the Master Servicing
Agreement. On or before each Distribution Date, the Noteholders'
Distributable Amount with respect to the preceding Collection Period will be
transferred from the Collection Account and/or the Reserve Account to the
Note Distribution Account as provided in Sections 5.5 and 5.6 of the Master
Servicing Agreement.

         (c) On each Distribution Date and Redemption Date, the Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid
on the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.4(b)
above):

               (i) accrued and unpaid interest on the Notes; provided that if
         there are not sufficient funds in the Note Distribution Account to
         pay the entire amount of accrued and unpaid interest then due on the
         Notes, the amount in the Note Distribution Account shall be applied
         to the payment of such interest on the Notes pro rata on the basis
         of the total such interest due on the Notes;

               (ii) to the Holders of the Class [ ] Notes until the Current
         Principal Amount of the Class [ ] Notes is reduced to zero;

               (iii) [Describe additional distributions to Holders of other
         Classes of Notes].

         SECTION 8.3 General Provisions Regarding Accounts.

         (a) So long as no Default or Event of Default shall have occurred
and be continuing, all or a portion of the funds in the Trust Accounts shall
be invested in Eligible Investments and reinvested by the Trustee upon Issuer
Order, subject to the provisions of Section 5.1(b) of the Master Servicing
Agreement. All income or other gain from investments of moneys deposited in
the Trust Accounts shall be deposited (or caused to be deposited) by the
Trustee in the Collection Account, and any loss resulting from such
investments shall be charged to such account. The Issuer will not direct the
Trustee to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest Granted and perfected
in such account will continue to be perfected in such investment or the
proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction to the Trustee to make any such
investment or sale, if requested by the Trustee, the Issuer shall deliver to
the Trustee an Opinion of Counsel, acceptable to the Trustee, to such effect.

         (b) Subject to Section 6.1(c) above, the Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Trustee's failure to make payments on
such Eligible Investments issued by the Trustee, in its commercial capacity
as principal obligor and not as trustee, in accordance with their terms.

         (c) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Trustee by [
] (or such other time as may be agreed by the Issuer and Trustee) on any
Business Day; or (ii) a Default or Event of Default shall have occurred and
be continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.2 above, or, if such Notes
shall have been declared due and payable following an Event of Default,
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.5 above as if there had not been such a
declaration; then the Trustee shall, to the fullest extent practicable,
invest and reinvest funds in the Trust Accounts in one or more Eligible
Investments.

         SECTION 8.4 Release of Trust Estate.

         (a) Subject to the payment of its fees and expenses pursuant to
Section 6.7 above, the Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Trustee as
provided in this Article VIII shall be bound to ascertain the Trustee's
authority, inquire into the satisfaction of any conditions precedent or see
to the application of any moneys.

         (b) The Trustee shall, at such time as there are no Notes
outstanding and all sums due the Trustee pursuant to Section 6.7 above have
been paid, release any remaining portion of the Trust Estate that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Trust Accounts. The
Trustee shall release property from the lien of this Indenture pursuant to
this Section 8.4(b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.1 below.

         SECTION 8.5 Opinion of Counsel. The Trustee shall receive at least
seven days' notice when requested by the Issuer to take any action pursuant
to Section 8.4(a) above, accompanied by copies of any instruments involved,
and the Trustee shall also require as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Trustee, stating the
legal effect of any such action, outlining the steps required to complete the
same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders
in contravention of the provisions of this Indenture; provided, however, that
such Opinion of Counsel shall not be required to express an opinion as to the
fair value of the 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 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 Holders of any Notes but with prior
notice to the Rating Agencies by the Issuer, as evidenced to the Trustee, the
Issuer and the 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 Trustee,
for any of the following purposes:

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

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

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

               (iv) to convey, transfer, assign, mortgage or pledge any
         property to or with the 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 adversely affect the
         interests of the Holders of the Notes;

               (vi) to evidence and provide for the acceptance of the
         appointment hereunder by a successor trustee with respect to the
         Notes and to add to or change any of the provisions of this
         Indenture as shall be necessary to facilitate the administration of
         the 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 Trustee is hereby authorized to join in the execution of any
such supplemental indenture and to make any further appropriate agreements
and stipulations that may be therein contained.

         (b) The Issuer and the Trustee, when authorized by an Issuer Order,
may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies by the Issuer, as evidenced to the
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however,
that such action shall not, as evidenced by an Opinion of Counsel, adversely
affect in any material respect the interests of any Noteholder.

         SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Trustee, when authorized by an Issuer Order, also may, with
prior notice to the Rating Agencies and with the consent of the Holders of
not less than a majority of the Current Principal Amount of the Notes, by Act
of such Holders delivered to the Issuer and the Trustee, enter into an
indenture or indentures supplemental hereto for the purpose of adding any
provisions to, or changing in any manner or eliminating any of the provisions
of, this Indenture or of modifying in any manner the rights of the Holders of
the Notes under this Indenture; provided, however, that no such supplemental
indenture shall, without the consent of the Holder of each Outstanding Note
affected thereby:

         (a) 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;

         (b) 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 above, 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);

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

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

         (e) reduce the percentage of the Current Principal Amount of the
Notes required to direct the Trustee to direct the Issuer to sell or
liquidate the Trust Estate pursuant to Section 5.4 above;

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

         (g) 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 Distribution Date (including the calculation
of any of the individual components of such calculation) or to affect the
rights of the Holders of Notes to the benefit of any provisions for the
mandatory redemption of the Notes contained herein; or

         (h) 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 the Basic
Documents, terminate the lien of this Indenture on any property at any time
subject hereto or deprive the Holder of any Note of the security provided by
the lien of this Indenture.

         The Trustee may determine whether or not any Notes would be affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holders of all Notes, whether theretofore or thereafter
authenticated and delivered hereunder. The 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 Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to
the Holders of the Notes to which such amendment or supplemental indenture
relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of the 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 Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2 above, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the 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 Trustee, the Issuer and the Holders of the Notes shall
thereafter be determined, exercised and enforced hereunder subject in all
respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be
part of the terms and conditions of this Indenture for any and all purposes.

         SECTION 9.5 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 Trustee shall, bear a
notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Issuer or the Trustee shall so determine,
new Notes so modified as to conform, in the opinion of the Trustee and the
Issuer, to any such supplemental indenture may be prepared and executed by
the Issuer and authenticated and delivered by the Trustee in exchange for
Outstanding Notes.

                                  ARTICLE X

                             REDEMPTION OF NOTES

         SECTION 10.1 Redemption.

         (a) The Class [ ] Notes are subject to redemption in whole, but not
in part, at the direction of the Initial Beneficial Holder pursuant to
Section 9.1(a) of the Master Servicing Agreement, on any Distribution Date on
which the Initial Beneficial Holder exercises its option to purchase the
Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to
the Redemption Price; provided, however, that the Issuer has available funds
sufficient to pay the Redemption Price. The Master Servicer or the Issuer
shall furnish the Rating Agencies notice of such redemption. If the Class [ ]
Notes are to be redeemed pursuant to this Section 10.1(a), the Master
Servicer or the Issuer shall furnish notice of such election to the Trustee
not later than [5] days prior to the Redemption Date and the Issuer shall
deposit with the Trustee in the Note Distribution Account the Redemption
Price of the Class [ ] Notes to be redeemed whereupon all such Class [ ]
Notes shall be due and payable on the Redemption Date upon the furnishing of
a notice complying with Section 10.2 below to each Holder of the Class [ ]
Notes.

         (b) In the event that the assets of the Trust are sold pursuant to
Section 9.2 of the Trust Agreement, all amounts on deposit in the Note
Distribution Account shall be paid to the Noteholders up to the Current
Principal Amount of the Notes and all accrued and unpaid interest thereon. If
amounts are to be paid to Noteholders pursuant to this Section 10.1(b), the
Master Servicer or the Issuer shall, to the extent practicable, furnish
notice of such event to the Trustee not later than days prior to the
Redemption Date whereupon all such amounts shall be payable on the Redemption
Date.

         SECTION 10.2 Form of Redemption Notice.

         (a) Notice of redemption under Section 10.1(a) above shall be given
by the Trustee by facsimile or by first class mail, postage prepaid,
transmitted or mailed prior to the applicable Redemption Date to each Holder
of Class [ ] Notes, as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder'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 Class [ ] Notes and the
         place where such Class [ ] Notes are to be surrendered for payment
         of the Redemption Price (which shall be the office or agency of the
         Issuer to be maintained as provided in Section 3.2 above); and

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

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

         (b) Prior notice of redemption under Section 10.1(b) above is not
required to be given to Noteholders.

         SECTION 10.3 Notes Payable on Redemption Date.

         The Class [ ] Notes to be redeemed shall, following notice of
redemption as required by Section 10.2 above (in the case of redemption
pursuant to Section 10.1(a) above), on the Redemption Date become due and
payable at the Redemption Price and (unless the Issuer shall default in the
payment of the Redemption Price) no interest shall accrue on the Redemption
Price for any period after the date to which accrued interest is calculated
for purposes of calculating the Redemption Price.

                                 ARTICLE XI

                                MISCELLANEOUS

         SECTION 11.1 Compliance Certificates and Opinions, Etc.

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

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

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

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

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

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Trustee that is to be made the basis for the release of
any property or securities subject to the lien of this Indenture, the Issuer
shall, in addition to any obligation imposed in Section 11.1(a) above or
elsewhere in this Indenture, furnish to the Trustee an Officer's Certificate
certifying or stating the opinion of each person signing such certificate as
to the fair value (within [5] days of such deposit) to the Issuer of the
Collateral or other property or securities to be so deposited.

               (ii) Whenever the Issuer is required to furnish to the Trustee
         an Officer's Certificate certifying or stating the opinion of any
         signer thereof as to the matters described in clause (i) above, the
         Issuer shall also deliver to the Trustee an Independent Certificate
         as to the same matters, if the fair value to the Issuer of the
         securities to be so deposited and of all other such securities made
         the basis of any such withdrawal or release since the commencement
         of the then-current fiscal year of the Issuer, as set forth in the
         certificates delivered pursuant to clause (i) above and this clause
         (ii), is [25]% or more of the Current Principal Amount of the Notes,
         but such a certificate need not be furnished with respect to any
         securities so deposited, if the fair value thereof to the Issuer as
         set forth in the related Officer's Certificate is less than
         $[100,000,000] or less than [25] percent of the Current Principal
         Amount of the Notes.

               (iii) Other than with respect to the release of any Purchased
         Mortgage Loans or liquidated Mortgage Loans, whenever any property
         or securities are to be released from the lien of this Indenture,
         the Issuer shall also furnish to the Trustee an Officer's
         Certificate certifying or stating the opinion of each person signing
         such certificate as to the fair value (within [5] days of such
         release) of the property or securities proposed to be released and
         stating that in the opinion of such person the proposed release will
         not impair the security under this Indenture in contravention of the
         provisions hereof.

               (iv) Whenever the Issuer is required to furnish to the Trustee
         an Officer's Certificate certifying or stating the opinion of any
         signer thereof as to the matters described in clause (iii) above,
         the Issuer shall also furnish to the Trustee an Independent
         Certificate as to the same matters if the fair value of the property
         or securities and of all other property other than Purchased
         Mortgage Loans and Defaulted Loans, or securities released from the
         lien of this Indenture since the commencement of the then current
         calendar year, as set forth in the certificates required by clause
         (iii) above and this clause (iv), equals [25]% or more of the
         Current Principal Amount of the Notes, but such certificate need not
         be furnished in the case of any release of property or securities if
         the fair value thereof as set forth in the related Officer's
         Certificate is less than $[100,000,000] or less than [25] percent of
         the then Current Principal Amount of the Notes.

               (v) Notwithstanding Section 2.9 above or any other provision
         of this Section, the Issuer may (A) collect, liquidate, sell or
         otherwise dispose of Mortgage Loans as and to the extent permitted
         or required by the Basic Documents and (B) make cash payments out of
         the Trust Accounts as and to the extent permitted or required by the
         Basic Documents.

         SECTION 11.2 Form of Documents Delivered to Trustee.

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

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

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

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

         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 Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1 above)
conclusive in favor of the Trustee and the Issuer, if made in the manner
provided in this Section.

         (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any customary manner of the 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 the Holder of any Notes shall bind the Holder of
every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by
the Trustee or the Issuer in reliance thereon, whether or not notation of
such action is made upon such Note.

         SECTION 11.4 Notices, etc., to Trustee, Issuer and Rating Agencies.

         Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to or filed with:

         (a) The Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and
shall be deemed to have been duly given upon receipt to the Trustee at its
Corporate Trust Office, or

         (b) The Issuer by the Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and
shall be deemed to have been duly given upon receipt to the Issuer addressed
to: [ ]; in care of Attention: [ ] or at any other address previously
furnished in writing to the Trustee by Issuer. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Trustee.

         Notices required to be given to the Rating Agencies by the Issuer,
the Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of the Issuer, at the following address: [ ],
(ii) in the case of the Trustee, at the following address: [ ]; and (iii) in
the case of the Owner Trustee, at the following address: [ ] 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 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 Trustee shall be
deemed to be a sufficient giving of such notice.]

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

         SECTION 11.6 Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Trustee or any Paying
Agent to such Holder, 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 Trustee (which consent shall not be
unreasonably withheld). The Issuer will furnish to the Trustee a copy of each
such agreement and the 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 Sections 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein
unless expressly excluded by this Indenture) are a part of and govern this
Indenture, whether or not physically contained herein.

         SECTION 11.8 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 Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the 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. 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, 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.

         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 such payment is 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 Issuer and at its expense accompanied by an Opinion of
Counsel (which may be counsel to the Trustee or any other counsel reasonably
acceptable to the Trustee) to the effect that such recording is necessary
either for the protection of the Noteholders or any other person secured
hereunder or for the enforcement of any right or remedy granted to the
Trustee under this Indenture.

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

         SECTION 11.17 No Petition. The 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 Initial Beneficial
Holder, or the Trust, or join in any institution against the Initial
Beneficial Holder, or the Trust of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings
under any United States federal or state bankruptcy or similar law in
connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

         SECTION 11.18 Inspection. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by Independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with
the Issuer's officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The 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 Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.


                           SIGNATURE PAGE TO FOLLOW
<PAGE>


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




                                         [             ],
                                         not in its individual capacity but
                                         solely as Owner Trustee,

                                         By: __________________________
                                         Name: ________________________
                                         Title: _________________________



                                         [             ],
                                         not in its individual capacity
                                         but solely as Trustee,

                                         By: __________________________
                                         Name: ________________________
                                         Title: _________________________


<PAGE>


                                  EXHIBIT A
                            Mortgage Loan Schedule





<PAGE>


                                  EXHIBIT B
                                 Form of Note

REGISTERED        $

No.

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

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.

CLASS [   ] [ .     ]% MORTGAGE-BACKED NOTES

[ ], a business trust organized and existing under the laws of the State of
Delaware (herein referred to as the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of [
] DOLLARS payable on each Distribution 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 Distribution Account in respect of principal on the Class [ ]
Notes pursuant to Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
Distribution Date (the "Class [ ] Final Scheduled Distribution Date"). The
Issuer will pay interest on this Note at the rate per annum shown above on
each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date). Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from [ ], 200[ ]. Interest will be computed
on the basis of the actual number of days elapsed in a day year. Such
principal of and interest on this Note shall be paid in the manner specified
on the reverse hereof.

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

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

         Unless the certificate of authentication hereon has been executed by
the 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.

<PAGE>


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




                                            By [             ],
                                            not in its individual capacity but
                                            solely as Owner Trustee under the
                                            Trust Agreement,




                                            By: __________________________
                                            Name: ________________________
                                            Title: _______________________




                                            Date: ______________________

<PAGE>


                   TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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



                                              [             ],
                                              not in its individual capacity
                                              but solely as Trustee,



                                              By: ________________________
                                              Authorized Signatory




                                              Date: ______________________



<PAGE>

                               REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class [ ]% Mortgage-Backed Notes (herein called the "Class
[ ] Notes"), all issued under an Indenture dated as of, 200[ ] (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [ ], as trustee (the "Trustee", which term includes
any successor 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 Issuer, the Trustee
and the Holders of the Notes. 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 Class [ ], Class [ ] and Class [ ] Notes (together, the "Notes")
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

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

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the Class [ ] Final Scheduled Distribution Date.
Notwithstanding the foregoing, the entire unpaid principal amount of the
Notes shall be due and payable on the date on which an Event of Default shall
have occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Current Principal Amount of the
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
[ ] Notes shall be made pro rata to the Class [ ] Noteholders entitled
thereto.

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

         The Issuer shall pay interest on overdue installments of interest at
the Class [ ] Interest Rate to the extent lawful.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the
office or agency designated by the Issuer pursuant to the Indenture, (i) duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Trustee duly executed by, the Holder 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 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 no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Initial Beneficial Holder, the Master
Servicer, the Trustee or the Owner Trustee in its individual capacity, (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Initial Beneficial
Holder, the Master Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Initial Beneficial Holder, the Master Servicer, the Owner Trustee or the
Trustee or of any successor or assign of the Initial Beneficial Holder, the
Master Servicer, the Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any
unpaid consideration for stock, unpaid capital contribution or failure to pay
any installment or call owing to such entity.

         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 Initial Beneficial Holder, or the Issuer or
join in any institution against the Initial Beneficial Holder or the Issuer
of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings, under any United States federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, the Indenture or the Basic Documents.

         Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note (as of the day of determination or
as of such other date as may be specified in the Indenture) is registered as
the owner hereof for all purposes, whether or not this Note be overdue, and
neither the Issuer, the 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 Issuer and the rights of the Holders of the Notes under the Indenture at
any time by the Issuer with the consent of the Holders of Notes representing
a majority of the Current Principal Amount of all Notes at the time
Outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the Current Principal Amount of
the Notes, on behalf of the Holders of all the Notes, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder of this Note (or any one of more Predecessor Notes) shall be
conclusive and binding upon such Holder and upon all future Holders of this
Note and of any Note issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such consent or
waiver is made upon this Note. The Indenture also permits the Trustee to
amend or waive certain terms and conditions set forth in the Indenture
without the consent of Holders of the Notes issued thereunder.

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

         The Issuer is permitted by the Indenture, under certain
circumstances, to merge or consolidate, subject to the rights of the Trustee
and the Holders of Notes under the Indenture.

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, 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 Owner
Trustee for the sole purposes of binding the interests of the Owner Trustee
in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be
taken to prevent recourse to, and enforcement against, the assets of the
Issuer for any and all liabilities, obligations and undertakings contained in
the Indenture or in this Note.

<PAGE>


                                  ASSIGNMENT

Social Security 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:

                                             _______________________________


___________________

(*) NOTE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the reverse of the within Note in every
particular, without alternation, enlargement or any change whatsoever.