HOME LOAN TRUST 2003-HI2

                                     Issuer

                                       AND

                               JPMORGAN CHASE BANK

                                Indenture Trustee

                                    INDENTURE

                            Dated as of June 27, 2003
                   ------------------------------------------
                             HOME LOAN-BACKED NOTES
                                  -------------


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                        RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                            ACT OF 1939 AND INDENTURE PROVISIONS*

TRUST INDENTURE
ACT SECTION                                         INDENTURE SECTION
-----------                                         -----------------
  310(a)(1).......................................            6.11
      (a)2).......................................            6.11
     (a)(3).......................................            6.10
     (a)(4).......................................       Not Applicable
     (a)(5).......................................            6.11
        (b).......................................         6.08, 6.11
        (c).......................................       Not Applicable
     311(a).......................................            6.12
        (b).......................................            6.12
        (c).......................................       Not Applicable
     312(a).......................................        7.01, 7.02(a)
        (b).......................................           7.02(b)
        (c).......................................           7.02(c)
     313(a).......................................            7.04
        (b).......................................            7.04
        (c).......................................     7.03(a)(iii), 7.04
        (d).......................................            7.04
     314(a).......................................        3.10, 7.03(a)
        (b).......................................            3.07
     (c)(1).......................................      8.05(c), 10.01(a)
     (c)(2).......................................      8.05(c), 10.01(a)
     (c)(3).......................................       Not Applicable
     (d)(1).......................................      8.05(c), 10.01(b)
     (d)(2).......................................      8.05(c), 10.01(b)
     (d)(3).......................................      8.05(c), 10.01(b)
        (e).......................................          10.01(a)
     315(a).......................................           6.01(b)
        (b).......................................            6.05
        (c).......................................           6.01(a)
        (d).......................................           6.01(c)
     (d)(1).......................................           6.01(c)
     (d)(2).......................................           6.01(c)
     (d)(3).......................................           6.01(c)
        (e).......................................            5.13
316(a)(1)(A)......................................            5.11
316(a)(1)(B)......................................            5.12
  316(a)(2).......................................       Not applicable
     316(b).......................................            5.07
  317(a)(1).......................................            5.04
  317(a)(2).......................................           5.03(d)
     317(b).......................................           3.03(a)
     318(a).......................................            10.07

*This reconciliation and tie shall not, for any purpose, be deemed to be part of
the within indenture.



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<TABLE>
<CAPTION>


                                TABLE OF CONTENTS

Section                                                                                   Page


                                    ARTICLE I

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

                                          ARTICLE II

                                  Original Issuance of Notes
        Section  2.01.Form...................................................................4
        Section  2.02.Execution, Authentication and Delivery.................................4

                                         ARTICLE III

                                          Covenants
        Section  3.01.Collection of Payments with respect to the Grantor Trust Certificate...6
        Section  3.02.Maintenance of Office or Agency........................................6
        Section  3.03.Money for Payments To Be Held in Trust; Paying Agent...................6
        Section  3.04.Existence..............................................................7
        Section  3.05.Payment of Principal and Interest; Defaulted Interest..................8
        Section  3.07.Opinions as to Trust Estate...........................................13
        Section  3.08.Performance of Obligations; Servicing Agreement.......................13
        Section  3.09.Negative Covenants....................................................14
        Section  3.10.Annual Statement as to Compliance.....................................14
        Section  3.11.Recording of Assignments..............................................14
        Section  3.12.Representations and Warranties Concerning the Grantor Trust Certificate15
        Section  3.13.Reserved..............................................................15
        Section  3.14.Reserved..............................................................15
        Section  3.15.Investment Company Act................................................15
        Section  3.16.Issuer May Consolidate, etc...........................................15
        Section  3.17.Successor or Transferee...............................................17
        Section  3.18.No Other Business.....................................................17
        Section  3.19.No Borrowing..........................................................17
        Section  3.20.Guarantees, Loans, Advances and Other Liabilities.....................17
        Section  3.21.Capital Expenditures..................................................17
        Section  3.22.Owner Trustee Not Liable for the Certificate or Related Documents.....17
        Section  3.23.Restricted Payments...................................................18
        Section  3.24.Notice of Events of Default...........................................18
        Section  3.25.Further Instruments and Acts..........................................18
        Section  3.26.Statements to Noteholders.............................................18


                                              i

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        Section  3.27.Allocation of Liquidation Loss Amounts................................18
        Section  3.28.Reserved..............................................................19
        Section  3.29.Determination of Class A-1 Note Rate..................................19
        Section  3.30.Liquidation on Final Scheduled Payment Date...........................19
        Section  3.31.No Recourse...........................................................19
        Section  3.32.Additional UCC Representations and Warranties.........................19

                                          ARTICLE IV

                      The Notes; Satisfaction and Discharge of Indenture
        Section  4.01.The Notes.............................................................21
        Section  4.02.Registration of and Limitations on Transfer and Exchange of Notes;
        Appointment          of Certificate Registrar.......................................21
        Section  4.03.Mutilated, Destroyed, Lost or Stolen Notes............................23
        Section  4.04.Persons Deemed Owners.................................................24
        Section  4.05.Cancellation..........................................................24
        Section  4.06.Book-Entry Notes......................................................24
        Section  4.07.Notices to Depository.................................................25
        Section  4.08.Definitive Notes......................................................25
        Section  4.09.Tax Treatment.........................................................26
        Section  4.10.Satisfaction and Discharge of Indenture...............................26
        Section  4.11.Application of Trust Money............................................27
        Section  4.12.Reserved..............................................................27
        Section  4.13.Repayment of Monies Held by Paying Agent..............................27
        Section  4.14.Temporary Notes.......................................................27

                                          ARTICLE V

                                     Default and Remedies
        Section  5.01.Events of Default.....................................................28
        Section  5.02.Acceleration of Maturity; Rescission and Annulment....................28
        Section  5.03.Collection of Indebtedness and Suits for Enforcement by Indenture Trustee29
        Section  5.04.Remedies; Priorities..................................................31
        Section  5.05.Optional Preservation of the Trust Estate.............................32
        Section  5.06.Limitation of Suits...................................................33
        Section  5.07.Rights of Noteholders to Receive Principal and Interest...............33
        Section  5.08.Restoration of Rights and Remedies....................................34
        Section  5.09.Rights and Remedies Cumulative........................................34
        Section  5.10.Delay or Omission Not a Waiver........................................34
        Section  5.11.Control by Noteholders................................................34
        Section  5.12.Waiver of Past Defaults...............................................35
        Section  5.13.Undertaking for Costs.................................................35
        Section  5.14.Waiver of Stay or Extension Laws......................................35
        Section  5.15.Sale of Trust Estate..................................................36
        Section  5.16.Action on Notes.......................................................37
        Section  6.01.Duties of Indenture Trustee...........................................38


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        Section  6.02.Rights of Indenture Trustee...........................................39
        Section  6.03.Individual Rights of Indenture Trustee................................39
        Section  6.04.Indenture Trustee's Disclaimer........................................39
        Section  6.05.Notice of Event of Default............................................40
        Section  6.06.Reports by Indenture Trustee to Holders...............................40
        Section  6.07.Compensation and Indemnity............................................40
        Section  6.08.Replacement of Indenture Trustee......................................40
        Section  6.09.Successor Indenture Trustee by Merger.................................41
        Section  6.10.Appointment of Co-Indenture Trustee or Separate Indenture Trustee.....42
        Section  6.11.Eligibility; Disqualification.........................................43
        Section  6.12.Preferential Collection of Claims Against Issuer......................43
        Section  6.13.Representations and Warranties........................................43
        Section  6.14.Directions to Indenture Trustee.......................................44
        Section  6.15.Indenture Trustee May Own Securities..................................44

                                         ARTICLE VII

                                Noteholders' Lists and Reports
        Section  7.01.Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders45
        Section  7.02.Preservation of Information; Communications to Noteholders............45
        Section  7.03.Reports by Issuer.....................................................45
        Section  7.04.Reports by Indenture Trustee..........................................46

                             Section 7.05.Exchange Act Reporting.

                                  ARTICLE VIII

                             Accounts, Disbursements and Releases
        Section  8.01.Collection of Money...................................................47
        Section  8.02.Trust Accounts........................................................47
        Section  8.03.Officer's Certificate.................................................47
        Section  8.04.Termination Upon Distribution to Noteholders..........................48
        Section  8.05.Release of Trust Estate...............................................48
        Section  8.06.Surrender of Notes Upon Final Payment.................................48

                                          ARTICLE IX

                                   Supplemental Indentures
        Section  9.01.Supplemental Indentures Without Consent of Noteholders................49
        Section  9.02.Supplemental Indentures With Consent of Noteholders...................50
        Section  9.03.Execution of Supplemental Indentures..................................52
        Section  9.04.Effect of Supplemental Indenture......................................52
        Section  9.05.Conformity with Trust Indenture Act...................................52
        Section  9.06.Reference in Notes to Supplemental Indentures.........................52



                                             iii

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                                          ARTICLE X

                                        Miscellaneous
        Section  10.01.      Compliance Certificates and Opinions, etc......................54
        Section  10.02.      Form of Documents Delivered to Indenture Trustee...............55
        Section  10.03.      Acts of Noteholders............................................56
        Section  10.04.      Notices, etc., to Indenture Trustee, Issuer and Rating Agencies57
        Section  10.05.      Notices to Noteholders; Waiver.................................57
        Section  10.06.      Alternate Payment and Notice Provisions........................58
        Section  10.07.      Conflict with Trust Indenture Act..............................58
        Section  10.08.      Effect of Headings.............................................58
        Section  10.09.      Successors and Assigns.........................................58
        Section  10.10.      Separability...................................................58
        Section  10.11.      Benefits of Indenture..........................................58
        Section  10.12.      Legal Holidays.................................................59
        Section  10.13.      Governing Law..................................................59
        Section  10.14.      Counterparts...................................................59
        Section  10.15.      Recording of Indenture.........................................59
        Section  10.16.      Issuer Obligation..............................................59
        Section  10.17.      No Petition....................................................59
        Section  10.18.      Inspection.....................................................60

Signatures and Seals
Acknowledgments

EXHIBITS

Exhibit A-1       Form of Class A Notes (other than the Class A-IO Notes)

Exhibit A-2       Form of Class A-IO Notes

Exhibit A-3       Form of Class M Notes

Exhibit B         Form of Back-up Certification to Form 10-K Certificate

Appendix A     Definitions

</TABLE>

                                              iv

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               This is the  Indenture,  dated as of June 27, 2003,  between HOME
LOAN TRUST 2003-HI2,  a Delaware statutory trust, as Issuer (the "Issuer"),  and
JPMorgan Chase Bank, as Indenture Trustee (the "Indenture Trustee"),

                                       WITNESSETH THAT:

               Each party hereto  agrees as follows for the benefit of the other
party and for the equal and  ratable  benefit  of the  Holders  of the  Issuer's
Series 2003-HI2 Home Loan-Backed Notes (the "Notes").

                                 GRANTING CLAUSE

               The Issuer hereby Grants to the Indenture  Trustee at the Closing
Date,  as  trustee  for the  benefit of the  Holders  of the  Notes,  all of the
Issuer's  right,  title and interest in and to whether now existing or hereafter
created (a) the Grantor Trust Certificate, (b) all funds on deposit from time to
time in the Payment Account and in all proceeds thereof; and (c) all present and
future claims,  demands, causes and choses in action in respect of any or all of
the foregoing  and all payments on or under,  and all proceeds of every kind and
nature whatsoever in respect of, any or all of the foregoing and all payments on
or under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary,  into cash or other liquid property, all cash
proceeds,  accounts, accounts receivable,  notes, drafts,  acceptances,  checks,
deposit  accounts,  rights to payment of any and every kind,  and other forms of
obligations  and  receivables,  instruments and other property which at any time
constitute  all  or  part  of or are  included  in  the  proceeds  of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

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

               The Indenture Trustee, as trustee on behalf of the Holders of the
Notes,  acknowledges  such  Grant,  accepts the trust  under this  Indenture  in
accordance  with the  provisions  hereof  and  agrees to  perform  its duties as
Indenture Trustee as required herein.


                                              1

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                                          ARTICLE I


                                         Definitions

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

        Section 1.02.Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the Trust Indenture Act (the "TIA"), the
provision is incorporated by reference in and made a part of this Indenture. The
following TIA terms used in this Indenture have the following meanings:

               "Commission" means the Securities and Exchange Commission.

               "indenture securities" means the Notes.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

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

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

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

          Section  1.03.Rules  of  Construction.  Unless the  context  otherwise
               requires:

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

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

                      (iii) "or" is not exclusive;

                      (iv) "including" means including without limitation;



                                              2

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

                      (vi) any  agreement,  instrument  or  statute  defined  or
        referred to herein or in any  instrument  or  certificate  delivered  in
        connection herewith means such agreement,  instrument or statute as from
        time to time amended, modified or supplemented and includes (in the case
        of agreements or instruments)  references to all attachments thereto and
        instruments incorporated therein; references to a Person are also to its
        permitted successors and assigns.




                                              3

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                                          ARTICLE II

                                  Original Issuance of Notes

        Section  2.01.Form.  The Notes,  together with the  Indenture  Trustee's
certificate of  authentication,  shall be in substantially the form set forth in
Exhibit  A-1,  A-2  and  A-3,  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 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 Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.  The terms of the Notes set forth in
Exhibit A-1, A-2 and A-3 are part of the terms of this Indenture.

        Section 2.02.Execution,  Authentication and Delivery. The Notes shall be
executed  on  behalf  of the  Issuer  by any of  its  Authorized  Officers.  The
signature  of any  such  Authorized  Officer  on the  Notes  may  be  manual  or
facsimile.

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

        The Indenture Trustee shall upon Issuer Request authenticate and deliver
Notes for original issue in an aggregate initial principal amount of $60,114,000
with respect to the Class A-1 Notes,  $32,130,000  with respect to the Class A-2
Notes, $15,000,000 with respect to the Class A-3 Notes, $44,449,000 with respect
to the  Class  A-4  Notes,  $19,810,000  with  respect  to the Class A- 5 Notes,
$17,247,000 with respect to the Class A-6 Notes, $20,000,000 with respect to the
Class M-1 Notes, $16,875,000 with respect to the Class M-2 Notes and $16,000,000
with respect to the Class M-3 Notes.  The  Indenture  Trustee  shall upon Issuer
Request  authenticate  and  deliver  Notes for  original  issue in an  aggregate
initial notional amount of $12,500,000 with respect to the Class A-IO Notes.

        The  Notes  shall be dated the date of their  authentication.  The Notes
shall be issuable as registered  Notes.  The Class A Notes (other than the Class
A-IO Notes) and the Class M-1 Notes  shall be  issuable  in the minimum  initial
Note Balances of $25,000 and in integral multiples of $1 in excess thereof.  The
Class M-2 Notes and Class M-3 Notes shall be  issuable  in the  minimum  initial
Note Balances of $250,000 and in integral multiples of $1 in excess thereof. The
Class A-IO Notes shall be issuable in the  minimum  initial  Notional  Amount of
$1,000,000 and in integral multiples of $1 in excess thereof.

        No Note shall be  entitled  to any benefit  under this  Indenture  or be
valid or  obligatory  for any  purpose,  unless  there  appears  on such  Note a
certificate of authentication substantially in the form


                                              4

<PAGE>



provided for herein executed by the Indenture Trustee by the manual signature of
one of its authorized  signatories,  and such certificate upon any Note shall be
conclusive  evidence,  and the only  evidence,  that  such  Note  has been  duly
authenticated and delivered hereunder.


                                              5

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                                         ARTICLE III

                                          Covenants

        Section  3.01.Collection  of Payments  with respect to the Grantor Trust
Certificate.  The Indenture Trustee shall establish and maintain with itself the
Payment  Account in which the Indenture  Trustee shall,  subject to the terms of
this  paragraph,  deposit,  on the same day as it is  received  from the Grantor
Trustee,  each remittance  received by the Indenture Trustee with respect to the
Grantor  Trust  Certificate.  The  Indenture  Trustee shall make all payments of
principal of and interest on the Notes,  subject to Section 3.03, as provided in
Section 3.05 herein from monies on deposit in the Payment Account.

        Section  3.02.Maintenance  of Office or Agency. The Issuer will maintain
in the City of New York, an office or agency where,  subject to  satisfaction of
conditions  set forth  herein,  Notes may be  surrendered  for  registration  of
transfer  or  exchange,  and where  notices and demands to or upon the Issuer in
respect  of the  Notes and this  Indenture  may be  served.  The  Issuer  hereby
initially appoints the Indenture Trustee to serve as its agent for the foregoing
purposes.  If at any time the Issuer  shall fail to maintain  any such office or
agency or shall fail to furnish the Indenture  Trustee with the address thereof,
such  surrenders,  notices and  demands  may be made or served at the  Corporate
Trust Office,  and the Issuer hereby appoints the Indenture Trustee as its agent
to receive all such surrenders, notices and demands.

        Section  3.03.Money for Payments To Be Held in Trust;  Paying Agent. (a)
As  provided in Section  3.01,  all  payments  of amounts  due and payable  with
respect to any Notes that are to be made from amounts withdrawn from the Payment
Account  pursuant  to Section  3.01 shall be made on behalf of the Issuer by the
Indenture  Trustee or by the Paying Agent,  and no amounts so withdrawn from the
Payment Account for payments of Notes shall be paid over to the Issuer except as
provided in this  Section  3.03.  The Issuer will cause each Paying  Agent other
than the Indenture  Trustee to execute and deliver to the  Indenture  Trustee an
instrument  in which such Paying  Agent shall agree with the  Indenture  Trustee
(and if the Indenture Trustee acts as Paying Agent it hereby so agrees), subject
to the provisions of this Section 3.03, that such Paying Agent will:

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

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

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



                                              6

<PAGE>



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

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

                      (vi) deliver to the Indenture Trustee a copy of the report
        to Noteholders  prepared with respect to each Payment Date by the Master
        Servicer pursuant to Section 4.01 of the Servicing Agreement.

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

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

        Section  3.04.Existence.  The  Issuer  will  keep  in  full  effect  its
existence,  rights and  franchises  as a  statutory  trust under the laws of the
State of Delaware  (unless it becomes,  or any successor  Issuer hereunder is or
becomes,  organized under the laws of any other state or of 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 Grantor Trust Agreement,  the
Grantor Trust Certificate and each other instrument or agreement included in the
Trust Estate.


                                              7

<PAGE>




        Section 3.05.Payment of Principal and Interest;  Defaulted Interest. (a)
On each Payment Date from amounts on deposit in the Payment  Account (other than
amounts deposited  constituting  prepayment charges), the Paying Agent shall pay
to  the   Noteholders,   the   Certificate   Paying   Agent  on  behalf  of  the
Certificateholder  and to other  Persons the amounts to which they are entitled,
as set forth in the statements  delivered to the Indenture  Trustee  pursuant to
Section 4.01 of the Servicing Agreement, as set forth in this Section 3.05.

        (b) On each Payment Date,  Interest  Collections shall be distributed to
the Notes and the B Component in the following order of priority:

                      (i) first,  to the Senior Notes,  Accrued Note Interest on
        that Class for such Payment Date,  plus any unpaid Accrued Note Interest
        remaining unpaid from any prior Payment Date, pro rata, to the extent of
        the Interest Collections for that Payment Date;

                      (ii) second, to the Class M-1 Notes, Accrued Note Interest
        on that  Class for such  Payment  Date,  plus any  unpaid  Accrued  Note
        Interest  remaining unpaid from any prior Payment Date, to the extent of
        Interest  Collections  for  the  Payment  Date  after  distributions  of
        interest to the Senior Notes;

                      (iii) third, to the Class M-2 Notes, Accrued Note Interest
        on that  Class for such  Payment  Date,  plus any  unpaid  Accrued  Note
        Interest  remaining unpaid from any prior Payment Date, to the extent of
        Interest  Collections  for  the  Payment  Date  after  distributions  of
        interest to the Senior Notes and the Class M-1 Notes;

                      (iv) fourth, to the Class M-3 Notes, Accrued Note Interest
        on that  Class for such  Payment  Date,  plus any  unpaid  Accrued  Note
        Interest  remaining unpaid from any prior Payment Date, to the extent of
        Interest  Collections  for  the  Payment  Date  after  distributions  of
        interest  to the  Senior  Notes,  the  Class M-1 Notes and the Class M-2
        Notes; and

                      (v) fifth,  to the  Certificate  Paying Agent on behalf of
        the  Certificateholder in respect of the B Component,  Accrued Component
        Interest  thereon  for  such  Payment  Date,  plus  any  unpaid  Accrued
        Component Interest thereon remaining unpaid from any prior Payment Date,
        to the  extent of  Interest  Collections  for that  Payment  Date  after
        distributions of interest to the Senior Notes and Class M Notes.

        (c) On each Payment Date,  other than the Payment Date in July 2028, the
Principal  Distribution  Amount shall be distributed  in the following  order of
priority:

                      (i) first, the Senior Principal  Distribution Amount shall
        be distributed to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
        Class A-4  Notes,  Class A-5 Notes and Class A-6 Notes in the manner and
        priority set forth in the following paragraph;

                      (ii) second, the Class M-1 Principal  Distribution  Amount
        shall be  distributed  to the  Class M-1  Notes  until the Note  Balance
        thereof has been reduced to zero;


                                              8

<PAGE>




                      (iii) third, the Class M-2 Principal  Distribution  Amount
        shall be  distributed  to the  Class M-2  Notes  until the Note  Balance
        thereof has been reduced to zero;

                      (iv) fourth, the Class M-3 Principal  Distribution  Amount
        shall be  distributed  to the  Class M-3  Notes  until the Note  Balance
        thereof has been reduced to zero;

                      (v) fifth, the B Component  Principal  Distribution Amount
        shall be  distributed to the  Certificate  Paying Agent on behalf of the
        Certificateholder  in respect  of the B  Component  until the  Component
        Principal Balance thereof has been reduced to zero; and

                      (vi)  sixth,  the  balance,   if  any,  remaining  of  the
        Principal  Distribution  Amount  after the  distributions  described  in
        clauses (i) through (v) hereof  above shall be paid to the Class M Notes
        and the Certificate Paying Agent on behalf of the  Certificateholder  in
        respect of the B Component in  accordance  with the  provisions  for the
        payment of the Net Monthly  Excess Cash Flow as described in  subsection
        (d) below, commencing with clause (iii) thereof.

        In the event that the Class M Notes and B Component have been reduced to
zero while any Class A Note is  outstanding,  all priorities  relating to Senior
Principal Distribution Amount referenced above will be disregarded.  Instead, an
amount equal to the Senior Principal  Distribution Amount will be distributed to
the Class A Notes  remaining  (other  than the Class  A-IO  Notes),  pro rata in
accordance with their respective outstanding Note Balances.

        On the Payment Date in July 2028,  principal  will be due and payable on
each Class of Notes  (other than the Class A-IO  Notes) and the B  Component  in
amounts equal to the related Note Balance and Component  Principal  Balance,  if
any.  In no  event  will  principal  payments  on any  Class  of  Notes or the B
Component  on any  Payment  Date exceed the related  Note  Balance or  Component
Principal Balance on that date.

        (d) On each  Payment  Date,  the Net  Monthly  Excess  Cash Flow will be
distributed in the following order of priority:

                      (i)  first,   to  pay  the  aggregate   Liquidation   Loss
        Distribution  Amount for that  Payment Date to the Notes (other than the
        Class A-IO Notes) and the B Component;

                      (ii) second,  to pay the Reserve  Increase Amount for that
        Payment  Date to the Notes  (other  than the Class A-IO Notes) and the B
        Component, with any amount payable to the B Component to the Certificate
        Paying  Agent on behalf of the  Certificateholder  in  respect  of the B
        Component;

                      (iii) third,  to pay any  Allocable  Loss  Interest on the
        Class M-1 Notes until fully reimbursed;

                      (iv)  fourth,   to  reimburse  the  Class  M-1  Notes  for
        Liquidation  Loss  Amounts  previously  allocated  thereto  pursuant  to
        Section 3.27 until fully reimbursed;


                                              9

<PAGE>




                      (v) fifth, to pay any Allocable Loss Interest on the Class
        M-2 Notes until fully reimbursed;

                      (vi)  sixth,   to  reimburse   the  Class  M-2  Notes  for
        Liquidation  Loss  Amounts  previously  allocated  thereto  pursuant  to
        Section 3.27 until fully reimbursed;

                      (vii)  seventh,  to pay any Allocable Loss Interest on the
        Class M-3 Notes, until fully reimbursed;

                      (viii)  eighth,  to  reimburse  the  Class  M-3  Notes for
        Liquidation  Loss  Amounts  previously  allocated  thereto  pursuant  to
        Section 3.27 until fully reimbursed;

                      (ix) ninth,  to pay any  Allocable  Loss Interest on the B
        Component   to  the   Certificate   Paying   Agent  on   behalf  of  the
        Certificateholder in respect of the B Component until fully reimbursed;

                      (x) tenth,  to reimburse the B Component  for  Liquidation
        Loss Amounts  previously  allocated  thereto pursuant to Section 3.27 to
        the  Certificate  Paying  Agent on  behalf of the  Certificateholder  in
        respect of the B Component until fully reimbursed;

                      (xi)  eleventh,  any  remaining  amounts  and any  amounts
        constituting  prepayment  charges will be distributed to the Certificate
        Paying  Agent on  behalf  of the  Certificateholder  in  respect  of the
        Residual Component.


        (e) On each Payment Date, the Certificate  Paying Agent shall deposit in
the Certificate  Distribution  Account all amounts it received  pursuant to this
Section   3.05   for  the   purpose   of   distributing   such   funds   to  the
Certificateholder.

        (f) The amounts paid to Noteholders shall be paid to the Notes and the B
Component  in  accordance  with the  applicable  percentage  as set forth in the
definition of Note Rate and Component Interest Rate, respectively. Interest will
accrue on the Notes  (other than the Class A-1 Notes) and the B Component on the
basis of a 360-day year consisting of twelve 30-day months. Interest will accrue
on the Class A-1 Notes on the basis of a 360-day  year and the actual  number of
days in the related Interest Accrual Period.

        (g) Any  installment  of interest or principal,  if any,  payable on any
Note  that  is  punctually  paid  or  duly  provided  for by the  Issuer  on the
applicable  Payment  Date  shall,  if such Holder  holds  Notes of an  aggregate
initial  Note  Balance  or,  with  respect to the Class A-IO  Notes,  an initial
Notional Amount, of at least $1,000,000, be paid to each Holder of record on the
preceding  Record Date, by wire  transfer to an account  specified in writing by
such Holder reasonably satisfactory to the Indenture Trustee as of the preceding
Record Date or in all other cases or if no such instructions have been delivered
to the Indenture  Trustee,  by check or money order to such Noteholder mailed to
such Holder's  address as it appears in the Note Register the amount required to
be  distributed  to such Holder on such Payment Date  pursuant to such  Holder's
Securities; provided, however, that the


                                              10

<PAGE>



Indenture  Trustee  shall not pay to such  Holders  any  amount  required  to be
withheld from a payment to such Holder by the Code.

        (h) The Note  Balance of each Note  shall be due and  payable in full on
the Final  Scheduled  Payment  Date as provided in the related  form of Note set
forth in Exhibit A-1 and A-3. All principal  payments on the Notes shall be made
to the Noteholders  entitled thereto in accordance with the Percentage Interests
represented by such Notes.  Upon written notice to the Indenture  Trustee by the
Issuer (or by the Master  Servicer on behalf of the Issuer,  pursuant to Section
8.08(c) of the Servicing  Agreement) of the Final Scheduled Payment Date for the
Notes or other final  Payment  Date,  the  Indenture  Trustee  shall  notify the
related Noteholders of record of the Final Scheduled Payment Date or other final
Payment Date,  by mail or  facsimile,  no later than five Business Days prior to
the Final Scheduled Payment Date or other final Payment Date and shall specify:

                      (i) that the  Record  Date  otherwise  applicable  to such
        Payment Date is not applicable;

                      (ii) that payment of the principal amount and any interest
        due with  respect to such Note at the Final  Scheduled  Payment  Date or
        other final  Payment  Date will be payable  only upon  presentation  and
        surrender  of such Note and shall  specify the place where such Note may
        be presented and surrendered for such final payment; and

                      (iii) the amount of any such final payment, if known.

        Section  3.06.Protection  of Trust Estate. (a) The Issuer will from time
to time 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   provision  of  the  Grantor   Trust
        Certificate or Grantor Trust Agreement; and

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

        (b)  Except as  otherwise  provided  in this  Indenture,  the  Indenture
Trustee  shall not remove any portion of the Trust Estate that consists of money
or is  evidenced  by an  instrument,  certificate  or  other  writing  from  the
jurisdiction  in which it was held at the  date of the most  recent  Opinion  of
Counsel delivered pursuant to Section 3.07 (or from the jurisdiction in which it
was held as  described  in the Opinion of Counsel  delivered at the Closing Date
pursuant to Section 3.07(a), if no


                                              11

<PAGE>



Opinion of Counsel has yet been delivered  pursuant to Section  3.07(b))  unless
the Trustee  shall have first  received an Opinion of Counsel to the effect that
the lien and security  interest  created by this  Indenture with respect to such
property will  continue to be  maintained  after giving effect to such action or
actions.  The Issuer  hereby  designates  the  Indenture  Trustee  its agent and
attorney-in-fact to execute any financing statement,  continuation  statement or
other instrument required to be executed pursuant to this Section 3.06.

        Section  3.07.Opinions as to Trust Estate.  (a) On the Closing Date, the
Issuer shall furnish to the  Indenture  Trustee and the Owner Trustee an Opinion
of Counsel at the expense of the Issuer  either  stating that, in the opinion of
such  counsel,  such  action has been taken with  respect to the  recording  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  in the  Grantor  Trust
Certificate  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) On or before December 31st in each calendar year, beginning in 2003,
the Issuer shall furnish to the  Indenture  Trustee an Opinion of Counsel at the
expense of the Issuer either stating that, in the opinion of such counsel,  such
action has been taken with respect to the  recording,  filing,  rerecording  and
refiling of this  Indenture,  any indentures  supplemental  hereto and any other
requisite  documents  and  with  respect  to the  execution  and  filing  of any
financing statements and continuation statements as is necessary to maintain the
lien and security  interest in the Grantor  Trust  Certificate  and reciting the
details of such action or stating  that in the  opinion of such  counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording,  filing, re-recording and refiling of
this  Indenture,  any  indentures  supplemental  hereto and any other  requisite
documents  and  the  execution  and  filing  of  any  financing  statements  and
continuation  statements that will, in the opinion of such counsel,  be required
to maintain  the lien and  security  interest in the Grantor  Trust  Certificate
until December 31 in the following calendar year.

        Section  3.08.Performance of Obligations;  Servicing Agreement.  (a) 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.

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

        (c) The Issuer will not take any action or permit any action to be taken
by others which would release any Person from any of such Person's  covenants or
obligations under any of the documents relating to the Grantor Trust Certificate
or under any instrument  included in the Trust Estate,  or which would result in
the  amendment,  hypothecation,  subordination,  termination or discharge of, or
impair the validity or  effectiveness  of, any of the documents  relating to the
Grantor Trust  Certificate  or any such  instrument,  except such actions as the
Master Servicer is expressly permitted to take in the Servicing Agreement.



                                              12

<PAGE>



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

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

                      (i) except as expressly permitted by this Indenture, sell,
        transfer,  exchange or  otherwise  dispose of the Trust  Estate,  unless
        directed to do so by the Indenture Trustee;

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

                      (iii) (A) permit the  validity  or  effectiveness  of this
        Indenture  to be  impaired,  or permit the lien of this  Indenture to be
        amended, hypothecated, subordinated, terminated or discharged, or permit
        any Person to be released from any covenants or obligations with respect
        to the Notes under this Indenture  except as may be expressly  permitted
        hereby,  permit any lien,  charge,  excise,  claim,  security  interest,
        mortgage or other encumbrance (other than the lien of this Indenture) to
        be created on or extend to or  otherwise  arise upon or burden the Trust
        Estate or any part  thereof  or any  interest  therein  or the  proceeds
        thereof or (B) permit the lien of this  Indenture  not to  constitute  a
        valid first priority security interest in the Trust Estate; or

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

        Section 3.10.Annual Statement as to Compliance.  The Issuer will deliver
to the Indenture  Trustee,  within 120 days after the end of each fiscal year of
the Issuer  (commencing  with the fiscal year 2003),  an  Officer's  Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

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

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


                                              13

<PAGE>




        Section  3.11.Recording  of  Assignments.  The Issuer shall  enforce the
obligation  of the Seller  under the Home Loan  Purchase  Agreement to submit or
cause to be submitted for recording all Assignments of Mortgages  within 60 days
of receipt of recording information by the Master Servicer.

        Section 3.12.Representations and Warranties Concerning the Grantor Trust
Certificate. The Indenture Trustee, as pledgee of the Grantor Trust Certificate,
has the  benefit of the  representations  and  warranties  made by the Seller in
Section 3.1(a) and Section 3.1(b) of the Home Loan Purchase Agreement concerning
the Home Loans and the right to enforce the remedies against the Seller provided
in such  Section  3.1(a) or  Section  3.1(b) to the same  extent as though  such
representations and warranties were made directly to the Indenture Trustee.

        Section  3.13.Reserved.

        Section  3.14.Reserved.

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

        Section  3.16.Issuer  May  Consolidate,  etc.  (a) The Issuer  shall not
consolidate or merge with or into any other Person, unless:

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

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

                      (iii) the Rating  Agencies  shall have notified the Issuer
        that such  transaction  shall  not  cause the  rating of the Notes to be
        reduced,  suspended or withdrawn or to be  considered  by either  Rating
        Agency to be below investment grade;



                                              14

<PAGE>



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

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

        (b) The Issuer  shall not convey or transfer  any of its  properties  or
assets,  including those included in the Trust Estate, to any Person (other than
the initial  transfer of the Owner Trust  Certificate  by the  Depositor  to the
Seller,  by the Seller to RFC Asset Holdings II, Inc., by RFC Asset Holdings II,
Inc.  to the  Class B Issuer  and by the  Class B Issuer  to the Class B Trustee
under the Class B Indenture), 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 Indenture Trustee, in form satisfactory to
        the Indenture Trustee,  the due and punctual payment of the principal of
        and interest on all Notes and the  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 make all
        filings with the Commission (and any other appropriate  Person) required
        by the Exchange Act in connection with the Notes;

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

                      (iii) the Rating  Agencies  shall have notified the Issuer
        that such  transaction  shall  not  cause the  rating of the Notes to be
        reduced, suspended or withdrawn;

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


                                              15

<PAGE>




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

        Section  3.17.Successor  or Transferee.  (a) Upon any  consolidation  or
merger of the Issuer in accordance with Section 3.16(a), the Person formed by or
surviving such  consolidation or merger (if other than the Issuer) shall succeed
to, and be  substituted  for,  and may  exercise  every  right and power of, the
Issuer  under this  Indenture  with the same  effect as if such  Person had been
named as the Issuer herein.

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

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

        Section 3.19.No Borrowing.  The Issuer shall not issue,  incur,  assume,
guarantee  or  otherwise  become  liable,   directly  or  indirectly,   for  any
indebtedness except for the Notes.

        Section 3.20.Guarantees,  Loans, Advances and Other Liabilities.  Except
as contemplated by this Indenture or the Basic  Documents,  the Issuer shall not
make any loan or advance or credit to, or guarantee  (directly or  indirectly or
by an instrument having the effect of assuring  another's payment or performance
on any obligation or capability of so doing or otherwise),  endorse or otherwise
become  contingently  liable,  directly or  indirectly,  in connection  with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.

        Section  3.21.Capital  Expenditures.  The  Issuer  shall  not  make  any
expenditure  (by long-term or operating  lease or otherwise)  for capital assets
(either realty or personalty).

        Section  3.22.Owner  Trustee Not Liable for the  Certificate  or Related
Documents. The recitals contained herein shall be taken as the statements of the
Depositor,  and the Owner Trustee assumes no responsibility  for the correctness
thereof.  The Owner  Trustee  makes no  representations  as to the  validity  or
sufficiency  of this  Indenture,  of any Basic  Document  or of the  Certificate
(other  than the  signatures  of the Owner  Trustee on the  Certificate)  or the
Notes, or of any Related


                                              16

<PAGE>



Documents.  The  Owner  Trustee  shall  at no time  have any  responsibility  or
liability with respect to the  sufficiency of the Trust Estate or its ability to
generate the payments to be distributed to the Certificateholder under the Owner
Trust  Agreement  or  the  Noteholders  under  this  Indenture,  including,  the
compliance  by the  Depositor or the Seller with any warranty or  representation
made under any Basic Document or in any related  document or the accuracy of any
such warranty or representation,  or any action of the Certificate Paying Agent,
the  Certificate  Registrar or the  Indenture  Trustee  taken in the name of the
Owner Trustee.

        Section  3.23.Restricted  Payments.  The Issuer  shall not,  directly or
indirectly,  (i) pay any  dividend or make any  distribution  (by  reduction  of
capital or otherwise),  whether in cash,  property,  securities or a combination
thereof,  to the Owner  Trustee  or any owner of a  beneficial  interest  in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer,  (ii) redeem,  purchase,  retire or  otherwise  acquire for
value any such  ownership  or equity  interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose;  provided,  however,  that
the Issuer may make, or cause to be made, (x) distributions to the Owner Trustee
and the  Certificateholder  as  contemplated  by,  and to the  extent  funds are
available for such purpose under the Owner Trust Agreement,  and (y) payments to
the Master Servicer pursuant to the terms of the Servicing Agreement. The Issuer
will not,  directly or indirectly,  make payments to or  distributions  from the
Custodial  Account  except  in  accordance  with  this  Indenture  and the Basic
Documents.

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

        Section 3.25.Further Instruments and Acts. Upon request of the Indenture
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.

        Section  3.26.Statements  to  Noteholders.  On each  Payment  Date,  the
Indenture  Trustee  and  the  Certificate  Registrar  shall  forward  by mail or
otherwise make available  electronically  to the Depositor,  the Rating Agencies
and to  each  Noteholder  and  Certificateholder,  respectively,  the  statement
delivered to it, on the Business Day  following the related  Determination  Date
pursuant to Section 4.01 of the Servicing Agreement.

        Section  3.27.Allocation of Liquidation Loss Amounts.  The subordination
provided to the Senior  Notes by the Class M Notes and the B  Component  and the
subordination  provided to each class of Class M Notes by the B Component and by
any class of Class M Notes  subordinate  thereto  will  cover  Liquidation  Loss
Amounts on the Home Loans.  On each Payment Date, any  Liquidation  Loss Amounts
will be  allocated  as  follows:  first,  by a payment of the  Liquidation  Loss
Distribution  Amount,  second by a reduction in the Outstanding  Reserve Amount,
third, to the B Component until the Component Principal Balance thereof has been
reduced to zero;  fourth, to the Class M-3 Notes, until the Note Balance thereof
has been reduced to zero; fifth, to the Class M-2 Notes,  until the Note Balance
thereof has been reduced to zero; and sixth,  to the Class M-1 Notes,  until the
Note Balance thereof has been reduced to zero. Liquidation Loss Amounts will not
be allocated to the Senior Notes.



                                              17

<PAGE>



        Any  allocation of  Liquidation  Loss Amounts to a Class of Notes or the
Certificate  in respect of the B  Component,  shall be made by reducing the Note
Balance or Component Principal Balance thereof, as applicable,  by the amount so
allocated,  which  allocation  shall be deemed to have  occurred on such Payment
Date. All Liquidation  Loss Amounts and all other losses allocated to a Class of
Notes  or to the  Certificate  in  respect  of  the B  Component  hereunder,  as
applicable, will be allocated among the Notes or the Certificate, as applicable,
of such Class in proportion to the Percentage Interests evidenced thereby.

        Section  3.28.Reserved.

        Section  3.29.Determination  of Class A-1 Note Rate. On the second LIBOR
Business Day immediately preceding (i) the Closing Date in the case of the first
Interest  Accrual  Period  and (ii) the  first day of each  succeeding  Interest
Accrual  Period,  the Indenture  Trustee shall determine LIBOR and the Note Rate
for the Class A-1 Notes for such  Interest  Accrual  Period and shall inform the
Issuer,  the Master  Servicer and the  Depositor at their  respective  facsimile
numbers given to the Indenture Trustee in writing.  All  determinations of LIBOR
by the Indenture  Trustee shall, in the absence of manifest error, be conclusive
for all purposes,  and each holder of a Class A-1 Note, by accepting  this Class
A-1 Note, agrees to be bound by such determination.

        Section  3.30.Liquidation  on Final Scheduled Payment Date. On the Final
Scheduled  Payment Date, if the Notes and B Component are not paid in full on or
prior to the Final Scheduled Payment Date, the Indenture Trustee shall take full
account of the assets and  liabilities of the Owner Trust,  shall  liquidate the
assets,  in a  commercially  reasonable  manner and on  commercially  reasonable
terms, as promptly as is consistent with obtaining the fair value thereof and in
accordance  with  Section  5.15,  and shall apply and  distribute  the  proceeds
therefrom in the order of priority described in Section 3.05(c).

        Section  3.31.No  Recourse.  Upon the  occurrence of an Event of Default
under the Notes,  this  Indenture or the other Basic  Documents,  Holders of the
Notes shall have recourse only to the  Collateral and all proceeds  thereof,  as
and to the extent provided herein,  and no recourse shall be had by such Holders
against the Issuer or its other assets or properties.

        Section  3.32.Additional UCC Representations and Warranties.  The Issuer
hereby represents and warrants that:

                      (i) this Agreement creates a valid and continuing security
        interest (as defined in the applicable UCC) in the Trust Estate in favor
        of the  Indenture  Trustee on behalf of the Holders of the Notes,  which
        security  interest is prior to all other liens,  and is  enforceable  as
        such as against creditors of the Issuer.

                      (ii) the Issuer owns and has good and marketable  title to
        the Trust Estate free and clear of any lien, claim or encumbrance of any
        Person.

                      (iii) the Issuer will cause the filing of all  appropriate
        financing  statements  in the proper  filing  office in the  appropriate
        jurisdictions under applicable law within 10 days


                                              18

<PAGE>



        of the  Closing  Date in order to perfect the  security  interest in the
        Trust Estate  granted to the Indenture  Trustee on behalf of the Holders
        of the Notes.

                      (iv)  other  than the  security  interest  granted  to the
        Indenture  Trustee on behalf of the Holders of the Notes pursuant to the
        Basic Documents,  the Issuer has not pledged,  assigned, sold, granted a
        security interest in, or otherwise conveyed any of the Trust Estate. The
        Issuer is not aware of any judgment or tax lien filings  against it. The
        Issuer  has  not  authorized  the  filing  of and is  not  aware  of any
        financing  statements  against the Issuer that include a description  of
        collateral  covering the Trust Estate other than any financing statement
        (i) relating to the security  interest  granted to Indenture  Trustee on
        behalf  of the  Holders  of the  Notes  hereunder  or (ii) that has been
        terminated.




                                              19

<PAGE>




                                          ARTICLE IV

                      The Notes; Satisfaction and Discharge of Indenture

        Section  4.01.The Notes.  The Notes shall be registered in the name of a
nominee  designated by the Depository.  Beneficial Owners will hold interests in
the Notes as set forth in Section 4.06 herein. The minimum initial Note Balances
with  respect to the Class A Notes  (other  than the Class  A-IO  Notes) and the
Class M-1 Notes shall be $25,000 and integral multiples of $1 in excess thereof,
with  respect to the Class M-2 Notes and Class M-3 Notes shall be  $250,000  and
integral  multiples of $1 in excess thereof,  and with respect to the Class A-IO
Notes the minimum  initial  Notional  Amounts shall be  $1,000,000  and integral
multiples of $1 in excess thereof.

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

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

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

        Section 4.02.Registration of and Limitations on Transfer and Exchange of
Notes;  Appointment of Certificate Registrar.  The Issuer shall cause to be kept
at the  Indenture  Trustee's  Corporate  Trust Office a Note  Register in which,
subject to such reasonable  regulations as it may prescribe,  the Note Registrar
shall  provide for the  registration  of Notes and of transfers and exchanges of
Notes as herein provided.

        Subject  to the  restrictions  and  limitations  set forth  below,  upon
surrender  for  registration  of  transfer  of any Note at the  Corporate  Trust
Office, the Issuer shall execute and the Note Registrar


                                              20

<PAGE>



shall  authenticate  and deliver,  in the name of the  designated  transferee or
transferees,  one or more new Notes in authorized initial Note Balances or, with
respect to the Class A-IO Notes, Notional Amounts, evidencing the same aggregate
Percentage Interests.

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

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

        All Notes surrendered for registration of transfer and exchange shall be
cancelled  by the Note  Registrar  and  delivered to the  Indenture  Trustee for
subsequent destruction without liability on the part of either.

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

        Each purchaser of a Note, by its acceptance of the Note, shall be deemed
to have  represented that either (i) it is not a Plan nor is it acquiring a Note
with Plan Assets or (2) the  acquisition  of such Note by the purchaser does not
constitute or give rise to a prohibited  transaction  under Section 406 of ERISA
or  Section  4975  of  the  Code,   for  which  no   statutory,   regulatory  or
administrative exemption is available.

        The Notes may not be  purchased  with the assets of an ERISA plan if the
Depositor,  the Master  Servicer,  the owner of the  Certificate,  the Indenture
Trustee, the Owner Trustee or any of their Affiliates:

                      (i)  has  investment  or  administrative  discretion  with
        respect to the ERISA plan's assets;



                                              21

<PAGE>



                      (ii) has authority or responsibility to give, or regularly
        gives,  investment  advice regarding the ERISA plan's assets,  for a fee
        and under an agreement or understanding  that the advice will serve as a
        primary basis for investment decisions regarding the ERISA plan's assets
        and will be based on the particular investment needs for the ERISA plan;
        or

                      (iii) is an employer  maintaining or  contributing  to the
        ERISA plan.

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

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

        Every   replacement  Note  issued  pursuant  to  this  Section  4.03  in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original  additional  contractual  obligation of the Issuer,  whether or not the
mutilated,  destroyed,  lost or stolen Note shall be at any time  enforceable by
anyone,  and shall be entitled to all the benefits of this Indenture equally and
proportionately  with  any  and all  other  Notes  duly  issued  hereunder.  The
provisions of this Section 4.03 are exclusive and shall  preclude (to the extent
lawful) all other rights and remedies with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes.

        Section  4.04.Persons  Deemed  Owners.  Prior  to  due  presentment  for
registration of transfer of any Note, the Issuer,  the Indenture Trustee and any
agent of the Issuer or the Indenture  Trustee may treat the Person in whose name
any Note is  registered  (as of the day of  determination)  as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever,  whether or not such Note be
overdue, and none of the


                                              22

<PAGE>



Issuer,  the  Indenture  Trustee  or any agent of the  Issuer  or the  Indenture
Trustee shall be affected by notice to the contrary.

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

        Section  4.06.Book-Entry  Notes.  Each Class of Notes shall initially be
issued as one or more Notes held by the Book-Entry Custodian or, if appointed to
hold such Notes as provided  below,  the Depository  Trust Company,  the initial
Depository,  and  registered  in the name of its  nominee  Cede & Co.  Except as
provided  below,  registration  of  such  Notes  may not be  transferred  by the
Indenture  Trustee except to another  Depository  that agrees to hold such Notes
for the respective  Beneficial Owners. The Indenture Trustee is hereby initially
appointed  as the  Book-Entry  Custodian  and  hereby  agrees  to act as such in
accordance  herewith and in accordance  with the agreement  that it has with the
Depository  authorizing it to act as such. The Book-Entry Custodian may, and, if
it is no  longer  qualified  to act as such,  the  Book-Entry  Custodian  shall,
appoint, by a written instrument delivered to the Depositor, the Master Servicer
and, if the Indenture  Trustee is not the  Book-Entry  Custodian,  the Indenture
Trustee,  any other  transfer  agent  (including the Depository or any successor
Depository)  to  act  as  Book-Entry  Custodian  under  such  conditions  as the
predecessor  Book-Entry Custodian and the Depository or any successor Depository
may prescribe,  provided that the predecessor  Book-Entry Custodian shall not be
relieved  of any  of  its  duties  or  responsibilities  by  reason  of any  new
appointment,  except  if the  Depository  is  the  successor  to the  Book-Entry
Custodian. If the Indenture Trustee resigns or is removed in accordance with the
terms hereof,  the successor  trustee or, if it so elects,  the Depository shall
immediately  succeed to its predecessor's  duties as Book-Entry  Custodian.  The
Depositor  shall have the right to inspect,  and to obtain  copies of, any Notes
held as Book-Entry Notes by the Book-Entry  Custodian.  No Beneficial Owner will
receive a Definitive Note representing such Beneficial  Owner's interest in such
Note,  except as provided in Section 4.08.  Unless and until  definitive,  fully
registered Notes (the "Definitive  Notes") have been issued to Beneficial Owners
pursuant to Section 4.08:

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

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



                                              23

<PAGE>



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

                      (iv) the rights of  Beneficial  Owners  shall be exercised
        only through the Depository and shall be limited to those established by
        law and  agreements  between  such  Owners of Notes  and the  Depository
        and/or the Depository  Participants.  Unless and until  Definitive Notes
        are issued  pursuant to Section 4.08, the initial  Depository  will make
        book-entry  transfers among the Depository  Participants and receive and
        transmit  payments  of  principal  of and  interest on the Notes to such
        Depository Participants; and

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

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

        Section  4.08.Definitive  Notes. If (i) the Indenture Trustee determines
that the  Depository  is no longer  willing or able to  properly  discharge  its
responsibilities  with respect to the Notes and the Indenture  Trustee is unable
to locate a qualified successor,  (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default,  Owners of Notes representing beneficial interests aggregating
at least a  majority  of the  aggregate  Note  Balance  of the Notes  (for which
purpose  the Class  A-IO Notes  will be deemed to have a Note  Balance  equal to
their Notional Amount) advise the Depository in writing that the continuation of
a book-entry system through the Depository is no longer in the best interests of
the Beneficial  Owners,  then the Depository shall notify all Beneficial  Owners
and the  Indenture  Trustee  of the  occurrence  of any  such  event  and of the
availability of Definitive Notes to Beneficial  Owners requesting the same. Upon
surrender to the Indenture  Trustee of the typewritten  Notes  representing  the
Book-Entry Notes by the Book-Entry  Custodian or the Depository,  as applicable,
accompanied  by  registration  instructions,  the Issuer  shall  execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions  of the Depository.  None of the Issuer,  the Note Registrar or the
Indenture Trustee shall be liable for any delay in delivery of such instructions
and may  conclusively  rely on,  and shall be  protected  in  relying  on,  such
instructions. Upon the issuance of Definitive Notes, the Indenture Trustee shall
recognize the Holders of the Definitive Notes as Noteholders.



                                              24

<PAGE>



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

        Section  4.10.Satisfaction  and Discharge of Indenture.  This  Indenture
shall cease to be of further  effect with  respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the Indenture
Trustee  hereunder  (including the rights of the Indenture Trustee under Section
6.07 and the  obligations of the Indenture  Trustee under Section 4.11) and (vi)
the rights of Noteholders as  beneficiaries  hereof with respect to the property
so deposited with the Indenture  Trustee  payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer,  shall execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
with respect to the Notes, when

               (A) either

                      (1) the  Notes  theretofore  authenticated  and  delivered
        (other than (i) Notes that have been destroyed,  lost or stolen and that
        have been  replaced or paid as  provided in Section  4.03 and (ii) Notes
        for whose  payment  money has  theretofore  been  deposited  in trust or
        segregated and held in trust by the Issuer and thereafter  repaid to the
        Issuer or discharged  from such trust, as provided in Section 3.03) have
        been delivered to the Indenture Trustee for cancellation; or

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

                      a. have become due and payable,

                      b. will become due and payable within one year, or

                      c. have been declared immediately due and payable pursuant
        to Section 5.02.

        and the Issuer, in the case of a. or b. above, has irrevocably deposited
        or caused to be irrevocably deposited with the Indenture Trustee cash or
        direct obligations of or obligations  guaranteed by the United States of
        America  (which will mature prior to the date such amounts are payable),
        in trust for such purpose,  in an amount sufficient to pay and discharge
        the entire  indebtedness on such Notes then  outstanding not theretofore
        delivered  to the  Indenture  Trustee for  cancellation  when due on the
        Final Scheduled Payment Date;

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



                                              25

<PAGE>



               (C)  the  Issuer  has  delivered  to  the  Indenture  Trustee  an
        Officer's  Certificate  and an  Opinion of  Counsel,  each  meeting  the
        applicable  requirements  of  Section  10.01 and each  stating  that all
        conditions  precedent  herein provided for relating to the  satisfaction
        and  discharge of this  Indenture  have been  complied  with and, if the
        Opinion of Counsel  relates to a deposit made in connection with Section
        4.10(A)(2)b.  above,  such opinion  shall  further be to the effect that
        such deposit will not have any material  adverse tax consequences to the
        Issuer, any Noteholders or any Certificateholder.

        Section  4.11.Application  of Trust Money. All monies deposited with the
Indenture  Trustee  pursuant to Section  4.10 hereof  shall be held in trust and
applied  by it,  in  accordance  with  the  provisions  of the  Notes  and  this
Indenture,  to the  payment,  either  directly  or through  any Paying  Agent or
Certificate Paying Agent, as the Indenture Trustee may determine, to the Holders
of  Securities,  of all sums due and to become due  thereon  for  principal  and
interest;  but such monies need not be segregated from other funds except to the
extent required herein or required by law.

        Section  4.12.Reserved.

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

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

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


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<PAGE>



                                          ARTICLE V

                                     Default and Remedies

        Section  5.01.Events  of  Default.  The  Issuer  shall  deliver  to  the
Indenture  Trustee  within five calendar days after  learning of the  occurrence
ofany event  which with the giving of notice and the lapse of time would  become
an Event of Default  under clause (iii) of the  definition of "Event of Default"
written  notice in the form of an Officer's  Certificate  of its status and what
action the Issuer is taking or proposes to take with respect thereto.

        Section  5.02.Acceleration of Maturity;  Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the Holders of Notes  representing not less than a majority
of the  aggregate  Note  Balance of all Notes (for which  purpose the Class A-IO
Notes will be deemed to have a Note Balance equal to their Notional  Amount) may
declare the Notes to be immediately  due and payable,  by a notice in writing to
the Issuer (and to the Indenture Trustee if given by Noteholders),  and upon any
such  declaration  the unpaid  principal  amount of such  Notes,  together  with
accrued and unpaid  interest  thereon  through the date of  acceleration,  shall
become  immediately  due and payable,  together with the Adjusted Issue Price on
the Class A-IO Notes.

        At any time after such  declaration  of  acceleration  of maturity  with
respect to an Event of Default has been made and before a judgment or decree for
payment  of the  money  due  has  been  obtained  by the  Indenture  Trustee  as
hereinafter  in this  Article V provided,  the Holders of Notes  representing  a
majority of the aggregate Note Balance of all Notes (for which purpose the Class
A-IO  Notes  will be  deemed  to have a Note  Balance  equal to  their  Notional
Amount),  by  written  notice to the  Issuer and the  Indenture  Trustee  may in
writing  waive  the  related  Event  of  Default  and  rescind  and  annul  such
declaration and its consequences if:

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

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

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

                      (ii) all Events of Default,  other than the  nonpayment of
        the  principal  of  the  Notes  that  has  become  due  solely  by  such
        acceleration, have been cured or waived as provided in Section 5.12.

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



                                              27

<PAGE>



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

        (a) Subject to Section 3.31, the Issuer covenants that if default in the
payment of (i) any  interest on any Note when the same  becomes due and payable,
and such default  continues  for a period of five days, or (ii) the principal of
or any  installment  of the  principal of any Note when the same becomes due and
payable,  the Issuer shall, upon demand of the Indenture Trustee, pay to it, for
the  benefit of the Holders of Notes,  the whole  amount then due and payable on
the Notes for principal and interest,  with interest upon the overdue principal,
and in addition  thereto such further amount as shall be sufficient to cover the
costs  and  expenses  of  collection,  including  the  reasonable  compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents and
counsel.

        (b) In case the Issuer  shall fail  forthwith  to pay such  amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust,  subject to the  provisions  of Section  10.17  hereof  may  institute  a
Proceeding for the  collection of the sums so due and unpaid,  and may prosecute
such  Proceeding to judgment or final  decree,  and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor upon the Notes,  wherever
situated, the monies adjudged or decreed to be payable.

        (c) If an Event of  Default  occurs  and is  continuing,  the  Indenture
Trustee  subject  to the  provisions  of  Section  10.17  hereof  may,  as  more
particularly provided in Section 5.04, in its discretion, proceed to protect and
enforce  its  rights  and the  rights of the  Noteholders,  by such  appropriate
Proceedings  as the Indenture  Trustee shall deem most  effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement  in this  Indenture  or in aid of the  exercise  of any power  granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

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

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


                                              28

<PAGE>



        Indenture Trustee and each predecessor  Indenture  Trustee,  except as a
        result  of  negligence,  willful  misconduct  or bad  faith)  and of the
        Noteholders allowed in such Proceedings;

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

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

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

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

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

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



                                              29

<PAGE>



        Section 5.04.Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing,  the Indenture  Trustee subject to the provisions of
Section  10.17  hereof may do one or more of the  following  (subject to Section
5.05):

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

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

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

                      (iv)  exercise  its rights as Holder of the Grantor  Trust
        Certificate  pursuant  to Section  7.02 of the Grantor  Trust  Agreement
        (provided,  that the  Indenture  Trustee  shall not  exercise its rights
        under  such  Section  7.02  unless  and  until an Event of  Default  has
        occurred and is continuing);

                      (v) refrain  from selling the Trust Estate and continue to
        apply  all  amounts  received  thereon  to  payments  on  the  Notes  in
        accordance with Section 3.05; and

                      (vi)  sell the  Trust  Estate or any  portion  thereof  or
        rights or  interest  therein,  at one or more  public or  private  sales
        called and conducted in any manner permitted by law; provided,  however,
        that the Indenture Trustee may not sell or otherwise liquidate the Trust
        Estate following an Event of Default,  unless (A) the Indenture  Trustee
        obtains the consent of the Holders of 100% of the aggregate Note Balance
        of the Notes (for which  purpose  the Class A-IO Notes will be deemed to
        have a Note Balance equal to their Notional Amount), (B) the proceeds of
        such Sale  distributable  to Holders are sufficient to discharge in full
        all  amounts  then due and  unpaid  upon the  Notes  for  principal  and
        interest or (C) the Indenture Trustee  determines that the Grantor Trust
        Certificate  will not  continue  to  provide  sufficient  funds  for the
        payment of  principal  of and  interest  on the Notes as they would have
        become due if the Notes had not been  declared due and payable,  and the
        Indenture  Trustee  obtains the consent of the Holders of 66 2/3% of the
        aggregate  Note  Balance of the Notes (for which  purpose the Class A-IO
        Notes  will be deemed  to have a Note  Balance  equal to their  Notional
        Amount).  In determining such sufficiency or insufficiency  with respect
        to clause (B) and (C), the Indenture  Trustee may, but need not,  obtain
        and  rely  upon an  opinion  of an  Independent  investment  banking  or
        accounting  firm of national  reputation as to the  feasibility  of such
        proposed  action and as to the  sufficiency of the Trust Estate for such
        purpose.  Notwithstanding the foregoing,  so long as a Servicing Default
        has not occurred,  any Sale of the Trust Estate shall be made subject to
        the  continued  servicing  of the Home Loans by the Master  Servicer  as
        provided in the Servicing Agreement.



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<PAGE>



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

               FIRST: to the Indenture Trustee for all amounts due under Section
               6.07  herein and the  Grantor  Trustee  for all amounts due under
               Section 6.15 of the Grantor Trust Agreement; and

               SECOND:  to the  Holders  of the  Notes and the B  Component  for
               amounts  due and  unpaid  on the Notes  and the B  Component  for
               interest,  according  to the  order  and  priority  set  forth in
               Section 3.05(b),  from amounts  available in the Trust Estate for
               such Noteholders;

               THIRD:  concurrently,  on a pro rata basis (A) to the  Holders of
               the Class A Notes, other than the Class A-IO Notes, on a pro rata
               basis  for  amounts  due and  unpaid  on such  Class A Notes  for
               principal,  from amounts available in the Trust Estate, until the
               Note  Balance  thereof has been  reduced to zero,  and (B) to the
               Class A-IO Notes, the Adjusted Issue Price;

               FOURTH:  to the holders of the Class M Notes and the B Component,
               for  amounts  due and  unpaid  on the  Class  M  Notes  and the B
               Component  for  principal,  from  amounts  available in the Trust
               Estate,  until the Note Balance and Component  Principal  Balance
               thereof  has been  reduced  to zero,  in the  following  order of
               priority: first, to the Class M-1 Notes, second, to the Class M-2
               Notes,  third,  to the  Class  M-3  Notes  and  fourth,  to the B
               Component.

               FIFTH:  to the  Certificate  Paying  Agent for  amounts due under
               Article VIII of the Owner Trust Agreement; and

               SIXTH: to the payment of the remainder,  if any, to the Issuer or
               any other person legally entitled thereto.

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

        Section  5.05.Optional  Preservation  of the Trust Estate.  If the Notes
have been declared to be due and payable  under Section 5.02  following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled,  the Indenture  Trustee may, but need not,  elect to take and maintain
possession of the Trust Estate.  It is the desire of the parties  hereto and the
Noteholders  that  there be at all times  sufficient  funds for the  payment  of
principal of and interest on the Notes and other  obligations  of the Issuer and
the  Indenture  Trustee  shall take such desire into  account  when  determining
whether  or not  to  take  and  maintain  possession  of the  Trust  Estate.  In
determining  whether to take and maintain  possession of the Trust  Estate,  the
Indenture  Trustee may, but need not,  obtain (at the expense of the Issuer) and
rely upon an opinion of an Independent


                                              31

<PAGE>



investment  banking  or  accounting  firm  of  national  reputation  as  to  the
feasibility  of such  proposed  action  and as to the  sufficiency  of the Trust
Estate for such purpose.

        Section  5.06.Limitation  of Suits. No Holder of any Note shall have any
right to institute any Proceeding,  judicial or otherwise,  with respect to this
Indenture,  or for the  appointment  of a receiver or trustee,  or for any other
remedy hereunder, unless and subject to the provisions of Section 10.17 hereof:

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

                      (ii) the  Holders  of not less  than 25% of the  aggregate
        Note  Balance of the Notes (for which  purpose the Class A-IO Notes will
        be deemed to have a Note Balance  equal to their  Notional  Amount) have
        made  written  request  to  the  Indenture  Trustee  to  institute  such
        Proceeding  in  respect  of such  Event  of  Default  in its own name as
        Indenture Trustee hereunder;

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

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

                      (v) no direction  inconsistent  with such written  request
        has been given to the Indenture Trustee during such 60-day period by the
        Holders of a majority of the  aggregate  Note  Balance of the Notes (for
        which purpose the Class A-IO Notes will be deemed to have a Note Balance
        equal to their Notional Amount).

It is  understood  and intended  that no one or more Holders of Notes shall have
any right in any manner  whatever by virtue of, or by availing of, any provision
of this  Indenture  to  affect,  disturb  or  prejudice  the rights of any other
Holders of Notes or to obtain or to seek to obtain  priority or preference  over
any other  Holders or to enforce any right under this  Indenture,  except in the
manner herein provided.

        In  the  event  the  Indenture  Trustee  shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each  representing  less than a majority of the  aggregate  Note  Balance of the
Notes  (for  which  purposes  the Class A-IO Notes will be deemed to have a Note
Balance  equal to their  Notional  Amount),  the  Indenture  Trustee in its sole
discretion  may determine what action,  if any, shall be taken,  notwithstanding
any other provisions of this Indenture.

        Section  5.07.Rights of  Noteholders to Receive  Principal and Interest.
Notwithstanding  any other provisions in this Indenture,  but subject to Section
3.31,  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


                                              32

<PAGE>



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  5.08.Restoration  of  Rights  and  Remedies.  If the  Indenture
Trustee or any  Noteholder has instituted any Proceeding to enforce any right or
remedy  under  this  Indenture  and such  Proceeding  has been  discontinued  or
abandoned  for any  reason or has been  determined  adversely  to the  Indenture
Trustee  or to such  Noteholder,  then and in every  such case the  Issuer,  the
Indenture  Trustee and the Noteholders  shall,  subject to any  determination in
such  Proceeding,  be restored  severally and  respectively to their  respective
former  positions  hereunder,  and  thereafter  all rights and  remedies  of the
Indenture  Trustee  and  the  Noteholders  shall  continue  as  though  no  such
Proceeding had been instituted.

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

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

        Section  5.11.Control by  Noteholders.  The Holders of a majority of the
aggregate  Note Balance of Notes (for which purpose the Class A-IO Notes will be
deemed to have a Note Balance  equal to their  Notional  Amount)  shall have the
right to direct the time,  method and place of conducting any Proceeding for any
remedy  available  to  the  Indenture  Trustee  with  respect  to the  Notes  or
exercising any trust or power conferred on the Indenture Trustee; provided that:

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

                      (ii)  subject to the express  terms of Section  5.04,  any
        direction to the Indenture Trustee to sell or liquidate the Trust Estate
        shall be by  Holders  of Notes  representing  not less  than 100% of the
        aggregate  Note Balance of Notes (for which purpose the Class A-IO Notes
        will be deemed to have a Note Balance equal to their Notional Amount);

                      (iii) if the  conditions  set forth in  Section  5.05 have
        been  satisfied  and the  Indenture  Trustee  elects to retain the Trust
        Estate  pursuant to such  Section,  then any  direction to the Indenture
        Trustee by Holders of Notes representing less than 100% of the aggregate
        Note  Balance of Notes (for which  purpose  the Class A-IO Notes will be
        deemed to have a


                                              33

<PAGE>



        Note Balance  equal to their  Notional  Amount) to sell or liquidate the
        Trust Estate shall be of no force and effect; and

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

Notwithstanding the rights of Noteholders set forth in this Section,  subject to
Section 6.01, the Indenture  Trustee need not take any action that it determines
might involve it in liability or might materially adversely affect the rights of
any Noteholders not consenting to such action.

        Section  5.12.Waiver of Past Defaults.  Prior to the  declaration of the
acceleration  of the  maturity  of the Notes as provided  in Section  5.02,  the
Holders of Notes of not less than a majority of the  aggregate  Note  Balance of
the Notes (for which  purpose the Class A-IO Notes will be deemed to have a Note
Balance equal to their Notional  Amount) may waive any past Event of Default and
its  consequences  except an Event of  Default  (a) with  respect  to payment of
principal  of or interest on any of the Notes or (b) in respect of a covenant or
provision  hereof which cannot be modified or amended without the consent of the
Holder of each Note. In the case of any such waiver,  the Issuer,  the Indenture
Trustee and the Holders of the Notes shall be restored to their former positions
and rights  hereunder,  respectively;  but no such  waiver  shall  extend to any
subsequent or other Event of Default or impair any right consequent thereto.

        Upon any such waiver,  any Event of Default  arising  therefrom shall be
deemed to have been cured and not to have  occurred,  for every  purpose of this
Indenture;  but no such waiver shall extend to any  subsequent or other Event of
Default or impair any right consequent thereto.

        Section 5.13.Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's  acceptance thereof shall be deemed
to have agreed,  that any court may in its discretion  require,  in any suit for
the  enforcement  of any right or remedy  under this  Indenture,  or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture  Trustee,  the  filing  by any  party  litigant  in  such  suit  of an
undertaking  to pay the  costs of such  suit,  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  reasonable  attorneys'  fees,
against  any party  litigant  in such suit,  having due regard to the merits and
good  faith of the  claims or  defenses  made by such  party  litigant;  but the
provisions  of this Section 5.13 shall not apply to (a) any suit  instituted  by
the Indenture  Trustee,  (b) any suit instituted by any Noteholder,  or group of
Noteholders,  in  each  case  holding  in the  aggregate  more  than  10% of the
aggregate Note Balance of the Notes (for which purpose the Class A-IO Notes will
be deemed to have a Note Balance equal to their Notional Amount) or (c) any suit
instituted by any Noteholder for the  enforcement of the payment of principal of
or interest on any Note on or after the respective  due dates  expressed in such
Note and in this Indenture.

        Section  5.14.Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or in any manner whatsoever, claim or take the benefit or advantage of,
any stay or extension  law  wherever  enacted,  now or at any time  hereafter in
force,  that may affect the covenants or the performance of this Indenture;  and
the Issuer (to the extent that it may  lawfully do so) hereby  expressly  waives
all  benefit  or  advantage  of any such law,  and  covenants  that it shall not
hinder, delay or impede the execution of any power


                                              34

<PAGE>



herein  granted  to the  Indenture  Trustee,  but will  suffer  and  permit  the
execution of every such power as though no such law had been enacted.

        Section  5.15.Sale  of Trust  Estate.  (a) The power to effect any sale,
liquidation  or other  disposition (a "Sale") of any portion of the Trust Estate
pursuant to Section 5.04 is expressly  subject to the provisions of Section 5.05
and this Section 5.15.  The power to effect any such Sale shall not be exhausted
by any one or more Sales as to any portion of the Trust Estate remaining unsold,
but shall continue unimpaired until the entire Trust Estate shall have been sold
or all  amounts  payable on the Notes and under this  Indenture  shall have been
paid.  The  Indenture  Trustee may from time to time postpone any public Sale by
public  announcement  made at the time and  place of such  Sale.  The  Indenture
Trustee  hereby  expressly  waives  its  right  to any  amount  fixed  by law as
compensation for any Sale.

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

     (1) the Holders of all Notes consent to, or direct the Indenture Trustee to
make, such Sale, or

               (2) the  proceeds  of such Sale would not be less than the entire
amount which would be payable to the Noteholders  under the Notes, the Indenture
Trustee  hereunder  and the  Certificateholder  under  the  Certificate  in full
payment  thereof in  accordance  with  Section  5.02,  on the Payment  Date next
succeeding the date of such Sale, or

               (3) the Indenture  Trustee  determines,  in its sole  discretion,
that the  conditions for retention of the Trust Estate set forth in Section 5.05
cannot be satisfied (in making any such determination, the Indenture Trustee may
rely upon an opinion of an  Independent  investment  banking  firm  obtained and
delivered as provided in Section 5.05),  and the Holders  representing  at least
66-2/3% of the aggregate  Note Balance of the Notes (for which purpose the Class
A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount)
consent to such Sale.

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

        (c)  Unless  the  Holders  have  otherwise  consented  or  directed  the
Indenture Trustee,  at any public Sale of all or any portion of the Trust Estate
at  which a  minimum  bid  equal to or  greater  than the  amount  described  in
paragraph (2) of subsection (b) of this Section 5.15 has not been established by
the Indenture Trustee and no Person bids an amount equal to or greater than such
amount,  the Indenture  Trustee shall bid an amount at least $1.00 more than the
highest other bid.

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

               (1) any Holder or Holders of Notes may bid for and  purchase  the
property  offered for sale, and upon compliance with the terms of sale may hold,
retain and possess and dispose of such property, without further accountability,
and may, in paying the purchase money therefor,  deliver any Notes or claims for
interest thereon in lieu of cash up to the amount which shall, upon


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<PAGE>



distribution  of the net  proceeds of such sale,  be payable  thereon,  and such
Notes,  in case the amounts so payable thereon shall be less than the amount due
thereon,  shall be  returned to the Holders  thereof  after being  appropriately
stamped to show such partial payment;

               (2) the  Indenture  Trustee may bid for and acquire the  property
offered  for Sale in  connection  with any Sale  thereof,  and,  subject  to any
requirements  of, and to the extent  permitted by,  applicable law in connection
therewith,  may  purchase  all or any  portion of the Trust  Estate in a private
sale, and, in lieu of paying cash therefor, may make settlement for the purchase
price by crediting  the gross Sale price against the sum of (A) the amount which
would be  distributable  to the  Holders  of the  Notes  and the  Holder  of the
Certificate as a result of such Sale in accordance  with Section  5.04(b) on the
Payment Date next  succeeding  the date of such Sale and (B) the expenses of the
Sale and of any Proceedings in connection  therewith  which are  reimbursable to
it,  without  being  required to produce the Notes in order to complete any such
Sale or in order for the net Sale price to be credited  against such Notes,  and
any property so acquired by the  Indenture  Trustee shall be held and dealt with
by it in accordance with the provisions of this Indenture;

               (3)  the   Indenture   Trustee   shall  execute  and  deliver  an
appropriate instrument of conveyance transferring its interest in any portion of
the Trust Estate in connection with a Sale thereof;

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

               (5) no purchaser or  transferee  at such a Sale shall be bound to
ascertain the Indenture  Trustee's  authority,  inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

        Section  5.16.Action on Notes. The Indenture Trustee's right to seek and
recover  judgment on the Notes or under this Indenture  shall not be affected by
the seeking,  obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture  Trustee  against the Issuer or by the levy of any
execution  under such  judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer.  Any money or property  collected by the  Indenture
Trustee shall be applied in accordance with Section 5.04(b).



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<PAGE>



                                          ARTICLE VI

                                    The Indenture Trustee

        Section 6.01.Duties of Indenture Trustee. (a) If an Event of Default has
occurred and is continuing,  the Indenture Trustee shall exercise the rights and
powers vested in it by this  Indenture and use the same degree of care and skill
in  their  exercise  as a  prudent  person  would  exercise  or  use  under  the
circumstances in the conduct of such person's own affairs.

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

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

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

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

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

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

                      (iii) the  Indenture  Trustee  shall  not be  liable  with
        respect  to any  action  it  takes  or  omits  to take in good  faith in
        accordance  with a direction  received  by it pursuant to Section  5.11,
        which it is entitled to give under any of the Basic Documents.

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

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

        (f) No provision of this Indenture  shall require the Indenture  Trustee
to expend or risk its own funds or otherwise  incur  financial  liability in the
performance  of any of its duties  hereunder  or in the  exercise  of any of its
rights or powers, if it shall have reasonable grounds to believe that


                                              37

<PAGE>



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  Indenture  Trustee
shall be subject to the  provisions of this Section and to the provisions of the
TIA.

        Section 6.02.Rights of Indenture Trustee.  (a) The Indenture Trustee may
rely on any  document  believed  by it to be genuine  and to have been signed or
presented by the proper person.  The Indenture  Trustee need not investigate any
fact or matter stated in the document.

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

        (c) The  Indenture  Trustee  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 Indenture  Trustee shall
not be  responsible  for any misconduct or negligence on the part of, or for the
supervision of, any such agent,  attorney,  custodian or nominee  appointed with
due care by it hereunder.

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

        (e) The Indenture  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  6.03.Individual  Rights of  Indenture  Trustee.  The  Indenture
Trustee in its  individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates  with the same
rights  it would  have if it were not  Indenture  Trustee.  Any Note  Registrar,
co-registrar or co-paying agent may do the same with like rights.  However,  the
Indenture Trustee must comply with Sections 6.11 and 6.12.

        Section 6.04.Indenture Trustee's Disclaimer. The Indenture Trustee shall
not be (i)  responsible  for and makes no  representation  as to the validity or
adequacy of this Indenture or the Notes,  (ii)  accountable for the Issuer's use
of the proceeds  from the Notes or (iii)  responsible  for any  statement of the
Issuer in the Indenture or in any document issued in connection with the sale of
the Notes or in the Notes  other than the  Indenture  Trustee's  certificate  of
authentication.

        Section  6.05.Notice  of Event of Default.  The Indenture  Trustee shall
mail to each  Noteholder  notice of the Event of Default within 90 days after it
occurs.  Except in the case of an Event of Default in payment of principal of or
interest on any Note, the Indenture Trustee may


                                              38

<PAGE>



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  6.06.Reports  by Indenture  Trustee to Holders.  The  Indenture
Trustee shall deliver to each Noteholder such  information as may be required to
enable  such holder to prepare its  federal  and state  income tax  returns.  In
addition,  upon the  Issuer's  written  request,  the  Indenture  Trustee  shall
promptly  furnish  information  reasonably  requested  by  the  Issuer  that  is
reasonably  available to the  Indenture  Trustee to enable the Issuer to perform
its federal and state income tax reporting obligations.

        Section  6.07.Compensation  and  Indemnity.  The Issuer shall pay to the
Indenture Trustee on each Payment Date reasonable compensation for its services.
The  Indenture  Trustee  shall be  compensated  and  indemnified  by the  Master
Servicer in  accordance  with Section 6.06 of the Servicing  Agreement,  and all
amounts owing to the Indenture  Trustee hereunder in excess of such amount shall
be paid solely as provided in Section 3.05 hereof (subject to the priorities set
forth therein). The Indenture Trustee's compensation shall not be limited by any
law on compensation of a trustee of an express trust. The Issuer shall reimburse
the Indenture 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  Indenture   Trustee's  agents,   counsel,
accountants  and  experts.  The Issuer shall  indemnify  the  Indenture  Trustee
against  any and all loss,  liability  or expense  (including  attorneys'  fees)
incurred  by it in  connection  with the  administration  of this  trust and the
performance  of its duties  hereunder.  The  Indenture  Trustee shall notify the
Issuer  promptly  of any claim for which it may seek  indemnity.  Failure by the
Indenture  Trustee to so notify the Issuer  shall not  relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such  counsel.  The  Issuer is not  obligated  to  reimburse  any  expense or
indemnify  against any loss,  liability  or expense  incurred  by the  Indenture
Trustee through the Indenture  Trustee's own willful  misconduct,  negligence or
bad faith. The Issuer's payment obligations to the Indenture Trustee pursuant to
this  Section  6.07 shall  survive the  discharge  of this  Indenture.  When the
Indenture  Trustee  incurs  expenses after the occurrence of an Event of Default
specified  in clause (iv) or (v) of the  definition  thereof with respect to the
Issuer, the expenses are intended to constitute expenses of administration under
Title 11 of the  United  States  Code or any other  applicable  federal or state
bankruptcy, insolvency or similar law.

        Section 6.08.Replacement of Indenture Trustee. No resignation or removal
of the Indenture  Trustee and no  appointment of a successor  Indenture  Trustee
shall become  effective  until the  acceptance of  appointment  by the successor
Indenture  Trustee  pursuant to this Section  6.08.  The  Indenture  Trustee may
resign at any time by so notifying the Issuer.  The Holders of a majority of the
aggregate Note Balance of the Notes (for which purpose the Class A-IO Notes will
be deemed to have a Note Balance equal to their Notional  Amount) may remove the
Indenture  Trustee by so  notifying  the  Indenture  Trustee  and may  appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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



                                              39

<PAGE>



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

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

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

If the  Indenture  Trustee  resigns or is removed or if a vacancy  exists in the
office of the Indenture  Trustee for any reason (the  Indenture  Trustee in such
event being referred to herein as the retiring  Indenture  Trustee),  the Issuer
shall promptly appoint a successor Indenture Trustee. In addition, the Indenture
Trustee  will resign to avoid being  directly or  indirectly  controlled  by the
Issuer.

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

        If a successor  Indenture  Trustee  does not take office  within 60 days
after the  retiring  Indenture  Trustee  resigns  or is  removed,  the  retiring
Indenture Trustee, the Issuer or the Holders of a majority of the aggregate Note
Balance of the Notes (for which  purpose  the Class A-IO Notes will be deemed to
have a Note Balance  equal to their  Notional  Amount) may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

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

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

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

        In case at the time such  successor or successors by merger,  conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such  successor  to the  Indenture  Trustee  may  adopt the  certificate  of
authentication   of  any  predecessor   trustee,   and  deliver  such  Notes  so
authenticated;  and in case at that  time any of the  Notes  shall not have been
authenticated, any successor to the Indenture


                                              40

<PAGE>



Trustee  may  authenticate  such  Notes  either  in the name of any  predecessor
hereunder or in the name of the successor to the Indenture  Trustee;  and in all
such cases such  certificates  shall have the full force which it is anywhere in
the Notes or in this  Indenture  provided that the  certificate of the Indenture
Trustee shall have.

        Section  6.10.Appointment of Co-Indenture  Trustee or Separate Indenture
Trustee.  (a)  Notwithstanding  any other  provisions of this Indenture,  at any
time, for the purpose of meeting any legal  requirement of any  jurisdiction  in
which any part of the Trust  Estate may at the time be  located,  the  Indenture
Trustee  shall have the power and may execute and  deliver  all  instruments  to
appoint one or more Persons to act as a co-trustee or  co-trustees,  or separate
trustee or separate trustees, of all or any part of the Owner Trust, and to vest
in such  Person  or  Persons,  in such  capacity  and  for  the  benefit  of the
Noteholders,  such title to the Trust Estate, or any part thereof,  and, subject
to the other  provisions  of this  Section,  such powers,  duties,  obligations,
rights and trusts as the Indenture Trustee may consider  necessary or desirable.
No co-trustee or separate trustee  hereunder shall be required to meet the terms
of  eligibility  as a  successor  trustee  under  Section  6.11 and no notice to
Noteholders of the  appointment  of any co-trustee or separate  trustee shall be
required under Section 6.08 hereof.

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

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

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

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

        (c) Any notice,  request or other writing given to the Indenture Trustee
shall be deemed to have been  given to each of the then  separate  trustees  and
co-trustees,  as  effectively  as if  given to each of  them.  Every  instrument
appointing any separate  trustee or co-trustee shall refer to this 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
Indenture Trustee or separately,  as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision


                                              41

<PAGE>



of this  Indenture  relating to the conduct of,  affecting  the liability of, or
affording  protection to, the Indenture Trustee.  Every such instrument shall be
filed with the Indenture Trustee.

        (d) Any separate  trustee or co-trustee  may at any time  constitute the
Indenture Trustee, its agent or attorney-in-fact  with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this  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 vest in and be
exercised by the Indenture Trustee,  to the extent permitted by law, without the
appointment of a new or successor trustee.

        Section 6.11.Eligibility;  Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA ss. 310(a).  The Indenture  Trustee
shall have a combined  capital and surplus of at least  $50,000,000 as set forth
in its most recent  published  annual  report of condition  and it or its parent
shall have a  long-term  debt rating of A or better by  Moody's.  The  Indenture
Trustee  shall comply with TIA ss.  310(b),  including  the  optional  provision
permitted by the second sentence of TIA ss. 310(b)(9);  provided,  however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures  under which other  securities of the Issuer are  outstanding  if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

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

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

                      (i)  The  Indenture  Trustee  is duly  organized,  validly
        existing  and in good  standing  under the laws of the State of New York
        with  power and  authority  to own its  properties  and to  conduct  its
        business as such  properties  are  currently  owned and such business is
        presently conducted.

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

                      (iii) The consummation of the transactions contemplated by
        this  Indenture and the  fulfillment of the terms hereof do not conflict
        with,  result in any  breach of any of the terms and  provisions  of, or
        constitute  (with or without  notice or lapse of time) a default  under,
        the articles of organization  or bylaws of the Indenture  Trustee or any
        agreement or other instrument to which the Indenture  Trustee is a party
        or by which it is bound.

                      (iv) To the Indenture Trustee's best knowledge,  there are
        no proceedings or investigations pending or threatened before any court,
        regulatory   body,   administrative   agency   or   other   governmental
        instrumentality  having  jurisdiction  over the Indenture Trustee or its
        properties:  (A) asserting the  invalidity of this Indenture (B) seeking
        to prevent the consummation of any of the  transactions  contemplated by
        this Indenture or (C) seeking any


                                              42

<PAGE>



        determination  or ruling that might  materially and adversely affect the
        performance by the Indenture  Trustee of its  obligations  under, or the
        validity or enforceability of, this Indenture.

                      (v) The  Indenture  Trustee  does not have  notice  of any
        adverse  claim (as such terms are used in Delaware  UCC  Section  8-302)
        with respect to the Grantor Trust Certificate.

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

        (a) to accept the pledge of the Grantor Trust  Certificate  and hold the
assets of the Trust in trust for the Noteholders;

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

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

        Section  6.15.Indenture  Trustee  May  Own  Securities.   The  Indenture
Trustee, in its individual or any other capacity may become the owner or pledgee
of  Securities  with the same  rights  it  would  have if it were not  Indenture
Trustee.


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<PAGE>



                                         ARTICLE VII

                                Noteholders' Lists and Reports

        Section  7.01.Issuer to Furnish Indenture Trustee Names and Addresses of
Noteholders.  The Issuer will furnish or cause to be furnished to the  Indenture
Trustee (a) not more than five days after each Record Date, a list, in such form
as the Indenture Trustee may reasonably  require,  of the names and addresses of
the Holders of Notes as of such Record Date and,  (b) at such other times as the
Indenture  Trustee may request in writing,  within 30 days after  receipt by the
Issuer of any such request,  a list of similar form and content as of a date not
more than 10 days prior to the time such list is furnished;  provided,  however,
that so long as the Indenture Trustee is the Note Registrar,  no such list shall
be required to be furnished.

        Section 7.02.Preservation of Information; Communications to Noteholders.
(a) The Indenture Trustee shall preserve,  in as current a form as is reasonably
practicable,  the names and  addresses of the Holders of Notes  contained in the
most recent list furnished to the Indenture  Trustee as provided in Section 7.01
and the names and  addresses  of  Holders  of Notes  received  by the  Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.

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

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

        Section  7.03.Reports by Issuer.   (a)  The Issuer shall:

                      (i) file with the Indenture Trustee,  within 15 days after
        the Issuer is required to file the same with the  Commission,  copies of
        the annual reports and 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)  that 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 Indenture  Trustee,  and the Commission
        in accordance with rules and regulations prescribed from time to time by
        the Commission such additional  information,  documents and reports with
        respect to compliance by the 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  Indenture  Trustee (and the Indenture
        Trustee shall transmit by mail to all  Noteholders  described in TIA ss.
        313(c))  such  summaries  of  any  information,  documents  and  reports
        required  to be filed by the Issuer  pursuant to clauses (i) and (ii) of
        this Section 7.03(a) and by rules and  regulations  prescribed from time
        to time by the Commission.


                                              44

<PAGE>




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

        Section  7.04.Reports  by  Indenture  Trustee.  If  required  by TIA ss.
313(a),  within 60 days after each January 1 beginning with January 1, 2004, the
Indenture  Trustee shall mail to each Noteholder as required by TIA ss. 313(c) a
brief  report  dated as of such  date that  complies  with TIA ss.  313(a).  The
Indenture  Trustee also shall comply with TIA ss. 313(b).  A copy of each report
at the time of its  mailing  to  Noteholders  shall  be  filed by the  Indenture
Trustee with the Commission and each stock exchange,  if any, on which the Notes
are listed.  The Issuer shall notify the Indenture Trustee if and when the Notes
are listed on any stock exchange.

        Section 7.05.Exchange Act Reporting.  In connection with the preparation
and filing of periodic  reports by the Master Servicer  pursuant to Section 4.04
of the Servicing  Agreement,  the Indenture  Trustee shall timely provide to the
Master  Servicer  (I) a list  of  Holders  as  shown  on the  Note  Register  or
Certificate  Register as of the end of each  calendar  year,  (II) copies of all
pleadings,  other legal process and any other documents  relating to any claims,
charges or  complaints  involving the Indenture  Trustee,  as indenture  trustee
hereunder, or the Trust Estate that are received by the Indenture Trustee, (III)
notice of all matters that, to the actual knowledge of a Responsible  Officer of
the Indenture Trustee, have been submitted to a vote of the Holders,  other than
those  matters that have been  submitted to a vote of the Holders at the request
of the Depositor or the Master  Servicer,  and (IV) notice of any failure of the
Indenture  Trustee to make any distribution to the Holders as required  pursuant
to this Indenture.  Neither the Master Servicer nor the Indenture  Trustee shall
have any  liability  with respect to the Master  Servicer's  failure to properly
prepare or file such periodic  reports  resulting from or relating to the Master
Servicer's inability or failure to obtain any information not resulting from the
Master Servicer's own negligence or willful  misconduct.  In connection with the
Form 10-K Certification (as defined in the Servicing  Agreement),  the Indenture
Trustee  shall  provide  the  Master  Servicer  with  a  back-up   certification
substantially in the form attached hereto as Exhibit B. A supplemental indenture
may be entered  into in  accordance  with the  provisions  of this  Indenture to
revise this Section 7.05 without the consent of the Holders.


                                              45

<PAGE>



                                         ARTICLE VIII

                             Accounts, Disbursements and Releases

        Section 8.01.Collection of Money. Except as otherwise expressly provided
herein,  the  Indenture  Trustee may demand  payment or  delivery  of, and shall
receive and collect,  directly and without  intervention  or  assistance  of any
fiscal agent or other  intermediary,  all money and other property payable to or
receivable by the Indenture  Trustee  pursuant to this Indenture.  The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture,  if any default occurs
in the making of any payment or  performance  under any  agreement or instrument
that is part of the Trust Estate,  the Indenture Trustee may take such action as
may be  appropriate  to enforce  such  payment  or  performance,  including  the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article V.

        Section  8.02.Trust  Accounts.  (a) On or prior to the Closing Date, the
Issuer shall cause the Indenture Trustee to establish and maintain,  in the name
of the Indenture Trustee, for the benefit of the Noteholders and the Certificate
Paying  Agent,  on behalf  of the  Certificateholder,  the  Payment  Account  as
provided in Section 3.01 of this Indenture.

        (b) All  monies  deposited  from  time to  time in the  Payment  Account
pursuant to the  Servicing  Agreement  and the Grantor  Trust  Agreement and all
deposits  therein  pursuant  to  this  Indenture  are  for  the  benefit  of the
Noteholders and the Certificate Paying Agent, on behalf of the Certificateholder
and all  investments  made with such monies  including  all income or other gain
from such  investments are for the benefit of the Master Servicer as provided by
the Servicing Agreement and the Grantor Trust Agreement.

        On each Payment Date, the Indenture Trustee shall distribute all amounts
on deposit in the Payment  Account to Noteholders in respect of the Notes and in
its capacity as Certificate Paying Agent to the  Certificateholder  in the order
of priority set forth in Section  3.05 (except as otherwise  provided in Section
5.04(b)).

        The Master  Servicer  shall direct the  Indenture  Trustee in writing to
invest any funds in the Payment  Account in  Permitted  Investments  maturing no
later than the Business Day preceding each Payment Date and shall not be sold or
disposed of prior to the maturity.

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



                                              46

<PAGE>



        Section   8.04.Termination   Upon  Distribution  to  Noteholders.   This
Indenture and the respective  obligations and responsibilities of the Issuer and
the Indenture  Trustee created hereby shall  terminate upon the  distribution to
the   Noteholders,   the   Certificate   Paying   Agent   (on   behalf   of  the
Certificateholder)  and the  Indenture  Trustee of all  amounts  required  to be
distributed pursuant to Article III; provided,  however,  that in no event shall
the trust created  hereby  continue  beyond the  expiration of 21 years from the
death  of the  survivor  of the  descendants  of  Joseph  P.  Kennedy,  the late
ambassador of the United  States to the Court of St.  James,  living on the date
hereof.

        Section  8.05.Release of Trust Estate. (a) Subject to the payment of its
fees  and  expenses,  the  Indenture  Trustee  may,  and  when  required  by the
provisions of this Indenture shall, execute instruments to release property from
the lien of this Indenture,  or convey the Indenture  Trustee's  interest in the
same, in a manner and under  circumstances  that are not  inconsistent  with the
provisions of this  Indenture.  No party relying upon an instrument  executed by
the Indenture  Trustee as provided in Article VIII  hereunder  shall be bound to
ascertain the Indenture  Trustee's  authority,  inquire into the satisfaction of
any conditions precedent, or see to the application of any monies.

        (b) The Indenture  Trustee shall, at such time as (i) there are no Notes
Outstanding  and  (ii)  all  sums due the  Indenture  Trustee  pursuant  to this
Indenture have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture.

        (c) The Indenture  Trustee shall release  property from the lien of this
Indenture  pursuant to this Section 8.05 only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate.

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


                                              47

<PAGE>



                                          ARTICLE IX

                                   Supplemental Indentures

        Section 9.01.Supplemental Indentures Without Consent of Noteholders. (a)
Without  the  consent of the  Holders of any Notes but with prior  notice to the
Rating  Agencies,  the Issuer and the Indenture  Trustee,  when authorized by an
Issuer  Request,  at any time and from time to time,  may enter into one or more
indentures  supplemental  hereto (which shall  conform to the  provisions of the
Trust Indenture Act as in force at the date of the execution  thereof),  in form
satisfactory to the Indenture Trustee, for any of the following purposes:

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

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

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

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

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

                      (vi) to make any other  provisions with respect to matters
        or  questions  arising  under  this  Indenture  or in  any  supplemental
        indenture; provided, that such action shall not materially and adversely
        affect the interests of the Holders of the Notes;

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

                      (viii) to modify,  eliminate or add to the  provisions  of
        this  Indenture  to such  extent as shall be  necessary  to  effect  the
        qualification  of this  Indenture  under  the TIA or under  any  similar
        federal  statute  hereafter  enacted and to add to this  Indenture  such
        other  provisions  as may be  expressly  required by the TIA;  provided,
        however, that no such indenture supplements shall be entered into unless
        the  Indenture  Trustee  shall have  received an Opinion of Counsel that
        entering into such indenture  supplement  will not (A) have any material
        adverse tax  consequences to the Noteholders and (B) adversely affect in
        any


                                              48

<PAGE>



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

        (b) The Issuer and the Indenture  Trustee,  when authorized by an Issuer
Request,  may,  also  without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies,  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,  (i) adversely  affect in any material respect the interests
of any Noteholder or (ii) cause the Issuer to be subject to an entity level tax.

        (c) The Issuer and the  Indenture  Trustee  shall,  as  directed  by the
Holder of the  Certificate,  enter into an indenture or indentures  supplemental
hereto for the purpose of providing  for the issuance of one or more  additional
classes of Notes  entitled to payments  derived  solely from all or a portion of
the payments to which the Certificate issued on the Closing Date pursuant to the
Trust Agreement are entitled;  provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, (i) adversely affect in any material respect
the  interests  of any  Noteholder  or (ii) cause the Issuer to be subject to an
entity level tax. Each such class of Notes shall be a non-recourse obligation of
the Issuer and shall be entitled to interest and principal in such amounts,  and
to such  security  for the  repayment  thereof,  as shall be  specified  in such
amendment  or  amendments.  Promptly  after the  execution by the Issuer and the
Indenture Trustee of any amendments  pursuant to this Section or the creation of
a new indenture  and the issuance of the related class or classes of Notes,  the
Issuer shall require the Indenture  Trustee to give notice to the Holders of the
Notes and the Rating  Agencies  setting  forth in general terms the substance of
the  provisions  of such  amendment.  Any  failure of the  Indenture  Trustee to
provide such notice as is required under this paragraph,  or any defect therein,
shall not,  however,  in any way impair or affect the validity of such amendment
or any class of Notes issued pursuant thereto.

        Section  9.02.Supplemental  Indentures With Consent of Noteholders.  The
Issuer and the Indenture  Trustee,  when authorized by an Issuer  Request,  also
may,  with  prior  notice to the  Rating  Agencies  and with the  consent of the
Holders of not less than a majority of the  aggregate  Note Balance of the Notes
(for which  purpose  the Class A-IO Notes will be deemed to have a Note  Balance
equal  to  their  Notional  Amount)  affected  thereby,  by Act of such  Holders
delivered to the Issuer and the  Indenture  Trustee,  enter into an indenture or
indentures  supplemental  hereto for the purpose of adding any provisions to, or
changing in any manner or  eliminating  any of the provisions of, this Indenture
or of  modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:

                      (i)  change  the date of  payment  of any  installment  of
        principal  of or interest on any Note,  or reduce the  principal  amount
        thereof or the interest  rate  thereon,  change the  provisions  of this
        Indenture relating to the application of collections on, or the proceeds
        of the Sale of, the Trust  Estate to payment of principal of or interest
        on the  Notes,  or change  any place of  payment  where,  or the coin or
        currency in which, any Note or the


                                              49

<PAGE>



        interest  thereon is payable,  or impair the right to institute suit for
        the  enforcement  of the  provisions  of this  Indenture  requiring  the
        application of funds  available  therefor,  as provided in Article V, to
        the  payment  of any  such  amount  due on the  Notes  on or  after  the
        respective due dates thereof;

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

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

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

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

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

                      (vii) permit the creation of any lien ranking  prior to or
        on a parity with the lien of this  Indenture with respect to any part of
        the Trust  Estate or,  except as  otherwise  permitted  or  contemplated
        herein, terminate the lien of this Indenture on any property at any time
        subject  hereto  or  deprive  the  Holder  of any  Note of the  security
        provided by the lien of this Indenture; and provided, further, that such
        action  shall not,  as  evidenced  by an Opinion of  Counsel,  cause the
        Issuer to be subject to an entity level tax.

and provided,  further, that no such indenture supplements shall be entered into
unless the  Indenture  Trustee  shall have  received an Opinion of Counsel  that
entering  into  such  indenture  supplement  will not  adversely  affect  in any
material respect the interests of the  Certificateholder  or shall have received
the  express  written  consent  of  the   Certificateholder   to  the  indenture
supplement.

        The Indenture Trustee may in its discretion 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 Indenture Trustee shall
not be liable for any such determination made in good faith.



                                              50

<PAGE>



        It shall not be  necessary  for any Act of  Noteholders  (as  defined in
Section  10.03) under this Section  9.02 to approve the  particular  form of any
proposed  supplemental  indenture,  but it shall be sufficient if such Act shall
approve the substance thereof.

        Promptly after the execution by the Issuer and the Indenture  Trustee of
any supplemental  indenture pursuant to this Section 9.02, the Indenture Trustee
shall mail to the Holders of the Notes and the Custodian to which such amendment
or  supplemental  indenture  relates a notice setting forth in general terms the
substance of such supplemental  indenture.  Any failure of the Indenture Trustee
to mail such  notice,  or any defect  therein,  shall not,  however,  in any way
impair or affect the validity of any such supplemental indenture.

        Section  9.03.Execution  of Supplemental  Indentures.  In executing,  or
permitting  the  additional  trusts  created  by,  any  supplemental   indenture
permitted by this Article IX or the  modification  thereby of the trusts created
by this  Indenture,  the  Indenture  Trustee  shall be entitled to receive,  and
subject to Sections 6.01 and 6.02,  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 and conforms to the  requirements  of
the Trust  Indenture Act. The Indenture  Trustee may, but shall not be obligated
to,  enter into any such  supplemental  indenture  that  affects  the  Indenture
Trustee's own rights, duties,  liabilities or immunities under this Indenture or
otherwise.

        Section 9.04.Effect of Supplemental Indenture. Upon the execution of any
supplemental  indenture pursuant to the provisions hereof,  this Indenture shall
be and shall be deemed to be modified and amended in accordance  therewith  with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations,  duties, liabilities and immunities under this Indenture of
the Indenture Trustee,  the Issuer and the Holders of the Notes shall thereafter
be determined,  exercised and enforced hereunder subject in all respects to such
modifications  and  amendments,  and all the  terms and  conditions  of any such
supplemental  indenture  shall  be and be  deemed  to be part of the  terms  and
conditions of this Indenture for any and all purposes.

        Section  9.05.Conformity  with Trust  Indenture Act. Every  amendment of
this  Indenture  and every  supplemental  indenture  executed  pursuant  to this
Article IX shall conform to the  requirements of the Trust Indenture Act as then
in effect so long as this  Indenture  shall  then be  qualified  under the Trust
Indenture Act.

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


                                              51

<PAGE>



                                          ARTICLE X

                                        Miscellaneous

        Section 10.01.  Compliance  Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee (i) an Officer's Certificate stating that all conditions  precedent,  if
any,  provided for in this Indenture  relating to the proposed  action have been
complied with and (ii) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions  precedent,  if any, have been complied with, except
that, in the case of any such  application or request as to which the furnishing
of such documents is  specifically  required by any provision of this Indenture,
no additional  certificate  or opinion need be furnished.  Every  certificate or
opinion with respect to compliance with a condition or covenant  provided for in
this Indenture shall include:

                      (1) 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;

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

                      (3)  a  statement  that,  in  the  opinion  of  each  such
        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;

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

                      (5) if the  Signer  of  such  Certificate  or  Opinion  is
        required to be Independent,  the Statement required by the definition of
        the term "Independent".

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

                      (ii)  Whenever  the Issuer is  required  to furnish to the
        Indenture  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  Indenture  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


                                              52

<PAGE>



        release since the  commencement of the  then-current  fiscal year of the
        Issuer,  as set forth in the certificates  delivered  pursuant to clause
        (i) above and this clause  (ii),  is 10% or more of the  aggregate  Note
        Balance  of the Notes (for  which  purpose  the Class A-IO Notes will be
        deemed to have a Note Balance equal to their Notional Amount) , 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  $25,000  or less than one
        percent of the aggregate Note Balance of the Notes.

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

                      (iv)  Whenever  the Issuer is  required  to furnish to the
        Indenture  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 Indenture  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 property as
        contemplated by clause (v) below or securities released from the lien of
        this Indenture since the commencement of the then-current calendar year,
        as set forth in the certificates required by clause (iii) above and this
        clause  (iv),  equals 10% or more of the  aggregate  Note Balance of the
        Notes (for which  purpose  the Class A-IO Notes will be deemed to have a
        Note Balance equal to their Notional Amount),  but such certificate need
        not be furnished in the case of any release of property or securities if
        the fair value thereof as set forth in the related Officer's Certificate
        is less than $25,000 or less than one percent of the then aggregate Note
        Balance of the Notes.

                      (v) Notwithstanding  any provision of this Indenture,  the
        Issuer  may,  without  compliance  with the  requirements  of the  other
        provisions of this Section 10.01, (A) collect, sell or otherwise dispose
        of the  Grantor  Trust  Certificate  as and to the extent  permitted  or
        required by the Basic  Documents  or (B) make cash  payments  out of the
        Payment Account as and to the extent  permitted or required by the Basic
        Documents,  so long as the Issuer shall deliver to the Indenture Trustee
        every six months, commencing December 31, 2003, an Officer's Certificate
        of the Issuer stating that all the dispositions of Collateral  described
        in clauses  (A) or (B) above that  occurred  during  the  preceding  six
        calendar months were in the ordinary course of the Issuer's business and
        that the  proceeds  thereof were  applied in  accordance  with the Basic
        Documents.

        Section 10.02. Form of Documents  Delivered to Indenture Trustee. In any
case where  several  matters are required to be  certified  by, or covered by an
opinion of, any specified  Person,  it is not necessary that all such matters be
certified  by, or covered by the opinion of, only one such Person,  or that they
be so certified or covered by only one document, but one such Person may certify
or give an  opinion  with  respect  to some  matters  and one or more other such
Persons as to other matters,  and any such Person may certify or give an opinion
as to such matters in one or several documents.


                                              53

<PAGE>




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

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

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

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

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

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

        (d) Any request,  demand,  authorization,  direction,  notice,  consent,
waiver or other action by the Holder of any Notes shall bind the Holder of every
Note issued  upon the  registration  thereof or in exchange  therefor or in lieu
thereof, in respect of anything done, omitted or suffered to be done


                                              54

<PAGE>



by the  Indenture  Trustee or the  Issuer in  reliance  thereon,  whether or not
notation of such action is made upon such Note.

        Section 10.04.  Notices,  etc., to Indenture 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
shall be in  writing  and if such  request,  demand,  authorization,  direction,
notice,  consent,  waiver or Act of  Noteholders  is to be made  upon,  given or
furnished to or filed with:

                        (i) the  Indenture  Trustee by any  Noteholder or by the
        Issuer shall be sufficient for every purpose  hereunder if made,  given,
        furnished  or filed in writing to or with the  Indenture  Trustee at the
        Corporate Trust Office.  The Indenture  Trustee shall promptly  transmit
        any notice received by it from the Noteholders to the Issuer, or

                        (ii)  the  Issuer  by the  Indenture  Trustee  or by any
        Noteholder shall be sufficient for every purpose hereunder if in writing
        and mailed first-class, postage prepaid to the Issuer addressed to: Home
        Loan Trust  2003-HI2,  in care of Wilmington  Trust  Company,  or at any
        other address  previously  furnished in writing to the Indenture Trustee
        by the Issuer. The Issuer shall promptly transmit any notice received by
        it from the Noteholders to the Indenture Trustee.

        Notices  required to be given to the Rating Agencies by the Issuer,  the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified  mail,  return receipt  requested,  to (i) in the case of
Moody's,  at  the  following  address:  Moody's  Investors  Service,  Inc.,  ABS
Monitoring  Department,  99 Church Street,  New York, New York 10007 and (ii) in
the case of Standard & Poor's,  at the following  address:  Standard & Poor's, A
Division of the McGraw-Hill  Companies,  Inc., 55 Water Street - 41st Floor, New
York, New York 10041, Attention of Asset Backed Surveillance  Department;  or as
to each of the  foregoing,  at such  other  address  as shall be  designated  by
written notice to the other parties.

        Section  10.05.  Notices to  Noteholders;  Waiver.  Where this Indenture
provides  for  notice  to  Noteholders  of  any  event,  such  notice  shall  be
sufficiently  given (unless  otherwise herein expressly  provided) if in writing
and mailed,  first-class,  postage prepaid to each  Noteholder  affected by such
event,  at such Person's  address as it appears on the Note Register,  not later
than the latest date, and not earlier than the earliest date, prescribed for the
giving of such notice. In any case where notice to Noteholders is given by mail,
neither  the  failure to mail such notice nor any defect in any notice so mailed
to any particular  Noteholder  shall affect the  sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall  conclusively  be presumed to have been duly given  regardless of
whether such notice is in fact actually received.

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



                                              55

<PAGE>



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

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

        Section 10.06. 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 Indenture  Trustee to such Holder,  that is different
from the methods  provided for in this  Indenture  for such payments or notices.
The Issuer shall furnish to the Indenture  Trustee a copy of each such agreement
and the  Indenture  Trustee  shall  cause  payments to be made and notices to be
given in accordance with such agreements.

        Section  10.07.  Conflict  with Trust  Indenture  Act. If any  provision
hereof  limits,  qualifies or conflicts  with another  provision  hereof that is
required to be included in this  Indenture by any of the provisions of the Trust
Indenture  Act, such required  provision  shall  control.  The provisions of TIA
ss.ss.  310  through  317  that  impose  duties  on any  Person  (including  the
provisions  automatically  deemed included herein unless  expressly  excluded by
this  Indenture)  are a part  of  and  govern  this  Indenture,  whether  or not
physically contained herein.

        Section  10.08.  Effect of  Headings.  The Article and Section  headings
herein are for convenience only and shall not affect the construction hereof.

        Section 10.09.  Successors and Assigns.  All covenants and agreements in
this  Indenture  and the  Notes by the  Issuer  shall  bind its  successors  and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

        Section 10.10. 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  10.11.  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.



                                              56

<PAGE>



        Section 10.12.  Legal Holidays.  In any case where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

        Section  10.13.  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  10.14.  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 10.15.  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 Indenture  Trustee or any other counsel  reasonably
acceptable  to the  Indenture  Trustee)  to the effect  that such  recording  is
necessary  either for the  protection  of the  Noteholders  or any other  Person
secured  hereunder or for the  enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

        Section 10.16. Issuer Obligation.  No recourse may be taken, directly or
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered in connection  herewith or therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director,  employee  or agent  of the  Indenture
Trustee  or the  Owner  Trustee  in its  individual  capacity,  any  holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture  Trustee or the Owner Trustee in its
individual  capacity,  except as any such Person may have  expressly  agreed (it
being  understood that the Indenture  Trustee and the Owner Trustee have no such
obligations  in their  individual  capacity)  and except that any such  partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid  consideration  for stock,  unpaid capital  contribution  or
failure to pay any installment or call owing to such entity. For all purposes of
this  Indenture,  in the  performance of any duties or obligations of the Issuer
hereunder,  the Owner  Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

        Section 10.17. No Petition. The Indenture Trustee, by entering into this
Indenture,  and each Noteholder,  by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor or the Issuer, or
join in any institution  against the Depositor or the Issuer of, any bankruptcy,
reorganization,  arrangement,  insolvency or liquidation  proceedings,  or other
proceedings  under any United States federal or state  bankruptcy or similar law
in connection with any obligations  relating to the Notes, this Indenture or any
of the Basic Documents.



                                              57

<PAGE>



        Section 10.18.  Inspection.  The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee,  during the
Issuer's normal  business  hours, to examine all the books of account,  records,
reports and other papers of the Issuer,  to make copies and extracts  therefrom,
to cause such books to be audited by Independent  certified public  accountants,
and to discuss the Issuer's  affairs,  finances  and accounts  with the Issuer's
officers,  employees, and Independent certified public accountants,  all at such
reasonable  times and as often as may be  reasonably  requested.  The  Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information  except to the extent  disclosure  may be  required  by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the  extent  that the  Indenture  Trustee  may  reasonably  determine  that such
disclosure is consistent with its obligations hereunder.



                                              58

<PAGE>



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

                             HOME LOAN TRUST 2003-HI2,
                                  as Issuer

                                    By:    Wilmington Trust Company
                                           not in its individual capacity
                                           but solely as Owner Trustee


                             By:
                                -----------------------------------------------
                             Name:
                             Title:


                             JPMORGAN CHASE BANK,
                             as Indenture Trustee


                             By:
                                -----------------------------------------------
                             Name:  Mark McDermott
                             Title: Vice President


JPMORGAN CHASE BANK
hereby  accepts the  appointment as Paying Agent pursuant to Section 3.03 hereof
and as Note Registrar pursuant to Section 4.02 hereof.


By:  -------------------------
Name: Mark McDermott
Title:  Vice President






<PAGE>



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

                             HOME LOAN TRUST 2003-HI2,
                                  as Issuer
                                    By:    Wilmington Trust Company
                                           not in its individual capacity
                                           but solely as Owner Trustee

                             By: /s/ James P. Lawler
                                ---------------------------------------------
                             Name:  James P. Lawler
                             Title: Vice President

                         JPMORGAN CHASE BANK,
                             as Indenture Trustee


                             By: /s/ Mark McDermott
                                 --------------------------------------------
                             Name:  Mark McDermott
                             Title: Vice President


JPMORGAN CHASE BANK
hereby  accepts the  appointment as Paying Agent pursuant to Section 3.03 hereof
and as Note Registrar pursuant to Section 4.02 hereof.

By: /s/ Mark McDermott
    -----------------------------------------
Name:   Mark McDermott
Title:  Vice President




<PAGE>



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

        On this 27th day of June , 2003,  before  me  personally  appeared  Mark
McDermott,  to me known, who being by me duly sworn, did depose and say, that he
resides  at New  York , NY,  that  he is the  Vice  President  of the  Indenture
Trustee,  one of the  corporations  described  in and which  executed  the above
instrument; and that he signed his name thereto by like order.




                                                                 Notary Public



<PAGE>



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

        On this  27th  day of June , 2003,  before  me the  undersigned,  Notary
Public of said State, personally appeared Mark McDermott, personally known to me
to be a duly authorized  officer of JPMorgan Chase Bank that executed the within
instrument and  personally  known to me to be the person who executed the within
instrument on behalf of JPMorgan Chase Bank therein named,  and  acknowledged to
me such JPMorgan Chase Bank executed the within  instrument  pursuant to its by-
laws.




                                                                 Notary Public



<PAGE>



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

        On  this___  day  of  June  ,  2003,   before  me  personally   appeared
___________________,  to me known,  who being by me duly  sworn,  did depose and
say,  that he resides at  Wilmington,  DE, that he is the  _________________  of
Wilmington Trust Company, as Owner Trustee, one of the corporations described in
and which executed the above instrument;  and that he signed his name thereto by
like order.



                                                                 Notary Public


NOTARIAL SEAL



<PAGE>



                                   EXHIBIT A-1

                                  FORM OF NOTES

                                CLASS A-__ NOTES

               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.

               THIS NOTE DOES NOT  REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR,  THE MASTER SERVICER,  THE INDENTURE  TRUSTEE,  THE OWNER
TRUSTEE OR ANY OF THEIR RESPECTIVE  AFFILIATES,  EXCEPT AS EXPRESSLY PROVIDED IN
THE INDENTURE OR THE BASIC DOCUMENTS.

               THE HOLDER OF THIS NOTE IS DEEMED TO HAVE REPRESENTED THAT EITHER
(1) IT IS NOT A PLAN NOR IS IT  ACQUIRING  THIS NOTE WITH PLAN ASSETS OR (2) THE
ACQUISITION  OF THIS NOTE BY THE HOLDER  DOES NOT  CONSTITUTE  OR GIVE RISE TO A
PROHIBITED  TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
FOR WHICH NO STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.

                                   HOME LOAN TRUST 2003-HI2
                              Home Loan-Backed Note

Registered                                   Principal Amount: $___________

Class A-__
No. __                                             Percentage Interest: _____%

CUSIP No. ___________                                     Note Rate: _____%

               Home Loan Trust  2003-HI2,  a statutory  trust duly organized and
existing  under the laws of the State of  Delaware  (herein  referred  to as the
"Issuer"), for value received, hereby promises


                                              1

<PAGE>



to pay to Cede & Co. or registered  assigns,  the principal sum of $___________,
payable  on each  Payment  Date in an amount  equal to the  Percentage  Interest
specified  above of the  aggregate  amount,  if any,  payable  from the  Payment
Account in respect of principal on the Class A-__ Notes pursuant to Section 3.05
of the Indenture dated as of June 27, 2003 (the "Indenture") between the Issuer,
as Issuer,  and  JPMorgan  Chase Bank,  as  Indenture  Trustee  (the  "Indenture
Trustee");  provided,  however,  that the entire unpaid principal amount of this
Note shall be due and  payable on the Payment  Date in July 2028,  to the extent
not  previously  paid on a prior  Payment Date.  Capitalized  terms used but not
defined herein are defined in Appendix A of the Indenture.

               [Interest  on the Class A-__  Notes will be paid  monthly on each
Payment  Date at the Note  Rate.  The Note Rate for the Class A-__ Notes will be
_____% per annum. Interest will be computed on the basis of a 30-day month and a
360-day year. Principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. On the Step-Up Date, the Note Rate on the Class
A-7 Notes will increase by 0.50% per annum.]

               [Interest  on the Class A-1 Notes  will be paid  monthly  on each
Payment Date at the Note Rate for the related Interest Accrual Period.  The Note
Rate for each Interest  Accrual  Period will be equal to the lesser of (i) LIBOR
plus___% per annum and (ii) 8.00% per annum. LIBOR for each applicable  Interest
Accrual Period will be determined on the second LIBOR  Business Day  immediately
preceding (i) the Closing Date in the case of the first Interest  Accrual Period
and (ii)  the  first  day of each  succeeding  Interest  Accrual  Period  by the
Indenture Trustee as set forth in the Indenture.  All determinations of LIBOR by
the Indenture Trustee shall, in the absence of manifest error, be conclusive for
all purposes,  and each holder of this Class A-1 Note,  by accepting  this Class
A-1 Note, agrees to be bound by such  determination.  Interest on this Class A-1
Note will  accrue for each  Payment  Date from the most recent  Payment  Date on
which  interest has been paid (in the case of the first Payment  Date,  from the
Closing Date) to but excluding  such Payment Date.  Interest will be computed on
the basis of the actual  number of days in each  Interest  Accrual  Period and a
year assumed to consist of 360 days. Principal of and interest on this Class A-1
Note shall be paid in the manner specified in the Indenture.]

               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 Indenture Trustee whose name appears below by manual signature, this Note
shall not be  entitled  to any benefit  under the  Indenture  referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               This  Note is one of a duly  authorized  issue  of  Notes  of the
Issuer,  designated as its Home  Loan-Backed  Notes (herein called the "Notes"),
all  issued  under  the  Indenture,   to  which  Indenture  and  all  indentures
supplemental thereto reference is hereby made for a statement of the


                                              2

<PAGE>



respective  rights and  obligations  thereunder  of the  Issuer,  the  Indenture
Trustee and the holders of the Notes.  The Notes are subject to all terms of the
Indenture.

               The Notes are and will be  equally  and  ratably  secured  by the
collateral pledged as security therefor as provided in the Indenture.

               Principal  of and  interest  on this Note will be payable on each
Payment  Date,  commencing  on July 25, 2003,  as  described  in the  Indenture.
"Payment Date" means the twenty-fifth day of each month, or, if any such date is
not a Business Day, then the next Business Day.

               The entire unpaid  principal amount of this Note shall be due and
payable in full on the Payment Date in July 2028 pursuant to the  Indenture,  to
the extent not  previously  paid on a prior  Payment Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee  or the  holders of Notes  representing  not less than a
majority of the aggregate Note Balance of all Notes (for which purpose the Class
A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount)
may declare the Notes to be immediately  due and payable in the manner  provided
in Section  5.02 of the  Indenture.  Principal  payments  on the Notes  shall be
distributed  in the  manner  and  priority  set  forth  in  Section  3.05 of the
Indenture.

               Payments of interest on this Note due and payable on each Payment
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 Registered  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 Depository 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
Payment  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 Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  Holder hereof as of the Record Date  preceding  such Payment Date by
notice mailed or  transmitted  by facsimile  prior to such Payment Date, and the
amount  then due and  payable  shall  be  payable  only  upon  presentation  and
surrender of this Note at the address specified in such notice of final payment.

               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
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form  satisfactory to the Indenture Trustee duly executed by, the
holder hereof or such holder's  attorney duly  authorized in writing,  with such
signature  guaranteed  by  an  "eligible  guarantor   institution"  meeting  the
requirements of the Note Registrar,  which  requirements  include  membership or
participation in the Securities Transfer Agent's Medallion Program


                                              3

<PAGE>



("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 Securities  Exchange Act of 1934, as amended,  and thereupon
one or more new  Notes in  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 Note Registrar  shall require  payment of a sum sufficient to
cover any tax or governmental  charge that may be imposed in connection with any
registration of transfer or exchange of this Note.

               Each holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note, or, in the case of a Beneficial Owner of a Note, 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,
the Seller,  the Master Servicer,  the Depositor or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection therewith,  against (i) the Indenture Trustee or the Owner Trustee in
its individual  capacity,  (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner,  beneficiary,  agent, officer, director or employee
of the Indenture  Trustee or the Owner Trustee in its individual  capacity,  any
holder  of a  beneficial  interest  in the  Issuer,  the  Owner  Trustee  or the
Indenture  Trustee or of any successor or assign of the Indenture Trustee or the
Owner  Trustee in its  individual  capacity,  except as any such Person may have
expressly agreed 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 holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
holder or Beneficial Owner of a Note will not at any time institute  against the
Depositor,  the  Seller,  the  Master  Servicer  or the  Issuer,  or join in any
institution against the Depositor, the Seller, the Master Servicer or the Issuer
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
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.

               The Issuer has entered into the Indenture and this Note is issued
with the intention  that, for federal,  state and local income,  single business
and  franchise  tax  purposes,  the Notes will  qualify as  indebtedness  of the
Issuer.  Each holder of a Note,  by  acceptance  of a Note (and each  Beneficial
Owner of a Note by  acceptance  of a beneficial  interest in a Note),  agrees to
treat the Notes  for  federal,  state and  local  income,  single  business  and
franchise tax purposes as indebtedness of the Issuer.

               Prior to the due presentment for registration of transfer of this
Note,  the  Issuer,  the  Indenture  Trustee  and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered (as
of the day of  determination or as of such other date as may be specified in the
Indenture)  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or any such agent shall
be affected by notice to the contrary.



                                              4

<PAGE>



               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  Indenture  Trustee  and the  rights of the
holders  of the Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee  with the  consent  of the  holders of Notes  representing  a
majority of the aggregate Note Balance of all Notes at the time Outstanding (for
which  purpose the Class A-IO Notes will be deemed to have a Note Balance  equal
to their  Notional  Amount) and with prior  notice to the Rating  Agencies.  The
Indenture also contains provisions  permitting the holders of Notes representing
specified  percentages  of the  aggregate  Note  Balance of all Notes (for which
purpose  the Class  A-IO Notes  will be deemed to have a Note  Balance  equal to
their  Notional  Amount),  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 Issuer and the
Indenture  Trustee to amend or waive certain terms and  conditions  set forth in
the Indenture  without the consent of holders of the Notes issued thereunder but
with prior notice to the Rating Agencies.

               The term  "Issuer" as used in this Note includes any successor or
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 Indenture
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 Basic Documents,  none of Wilmington Trust Company in
its individual capacity,  JPMorgan Chase Bank, in its individual  capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or 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 this Note or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The holder of this Note by its  acceptance  hereof
agrees that, except as expressly provided in 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,


                                              5

<PAGE>



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.




                                              6

<PAGE>



               IN WITNESS  WHEREOF,  the Owner Trustee,  on behalf of the Issuer
and not in its individual capacity, has caused this Note to be duly executed.

                            HOME LOAN TRUST 2003-HI2

                            By     WILMINGTON TRUST COMPANY, not in
                                   its individual capacity but solely as Owner
                                   Trustee
Dated: June  __, 2003
                            By
                                   -----------------------------------------
                                   Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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

                                    JPMORGAN  CHASE BANK,  not in
                                    its  individual  capacity but
                                    solely as Indenture Trustee

Dated: June  __, 2003


                             By
                                    -------------------------------------------
                                    Authorized Signatory


                               7

<PAGE>



                                          ASSIGNMENT


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


               FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and
               transfer 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:


                                                                          / *
                                         ---------------------------------



--------
1       NOTICE:  The signature to this  assignment must correspond with the name
        of the registered  owner as it appears on the face of the within Note in
        every  particular,   without  alteration,   enlargement  or  any  change
        whatever.  Such signature  must be guaranteed by an "eligible  guarantor
        institution"  meeting  the  requirements  of the Note  Registrar,  which
        requirements  include membership or participation in 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 Securities Exchange Act of 1934, as amended.


                                              8

<PAGE>



                                   EXHIBIT A-2

                                  FORM OF NOTES

                                CLASS A-IO NOTES

               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.

               THIS NOTE DOES NOT  REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR,  THE MASTER SERVICER,  THE INDENTURE  TRUSTEE,  THE OWNER
TRUSTEE OR ANY OF THEIR RESPECTIVE  AFFILIATES,  EXCEPT AS EXPRESSLY PROVIDED IN
THE INDENTURE OR THE BASIC DOCUMENTS.

               THE HOLDER OF THIS NOTE IS DEEMED TO HAVE REPRESENTED THAT EITHER
(1) IT IS NOT A PLAN NOR IS IT  ACQUIRING  THIS NOTE WITH PLAN ASSETS OR (2) THE
ACQUISITION  OF THIS NOTE BY THE HOLDER  DOES NOT  CONSTITUTE  OR GIVE RISE TO A
PROHIBITED  TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
FOR WHICH NO STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.


                                        9

<PAGE>



                                   HOME LOAN TRUST 2003-HI2
                              Home Loan-Backed Note

Registered                                Notional Amount: $___________

Class A-IO

No. __                                             Percentage Interest: _____%

CUSIP No. ___________                              Note Rate: _____%

               Home Loan Trust  2003-HI2,  a business  trust duly  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 amount  payable on each Payment Date to the Class A-IO
Notes in an  amount  equal to the  Percentage  Interest  specified  above of the
aggregate  amount,  if any,  payable  from the  Payment  Account  in  respect of
interest on the Class A-IO Notes pursuant to Section 3.05 of the Indenture dated
as of June 27,  2003 (the  "Indenture")  between  the  Issuer,  as  Issuer,  and
JPMorgan Chase Bank, as Indenture Trustee (the "Indenture Trustee"). Capitalized
terms used but not defined herein are defined in Appendix A of the Indenture.

               Interest  on the Class A-IO  Notes  will be paid  monthly on each
Payment  Date at the Note  Rate.  The Note Rate for the Class A-IO Notes will be
11.00% per annum for the July 2003 through June 2004 Payment  Dates,  10.00% per
annum for the July 2004 through June 2005 Payment Dates, 7.00% per annum for the
July 2005 through  December 2005 Payment Dates, and 0.00%  thereafter.  Interest
will be computed on the basis of a 30-day month and a 360-day year.  Interest on
this Note shall be paid in the manner specified on the reverse hereof.

               Interest  on this Note is 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 to interest  due and payable on this Note as provided
above.

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

               Unless the certificate of authentication hereon has been executed
by the Indenture Trustee whose name appears below by manual signature, this Note
shall not be  entitled  to any benefit  under the  Indenture  referred to on the
reverse hereof, or be valid or obligatory for any purpose. This Note is one of a
duly authorized issue of Notes of the Issuer, designated as its

               Home  Loan-Backed  Notes (herein called the "Notes"),  all issued
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 Indenture Trustee and the holders of
the Notes. The Notes are subject to all terms of the Indenture.



                                              10

<PAGE>



               The Notes are and will be  equally  and  ratably  secured  by the
collateral pledged as security therefor as provided in the Indenture.

               Interest  on this Note will be payable on each  Payment  Date for
the first 30 Payment  Dates,  commencing  on July 25, 2003,  as described in the
Indenture.  "Payment Date" means the  twenty-fifth day of each month, or, if any
such date is not a Business Day, then the next Business Day.

               If an Event of Default  shall have  occurred  and be  continuing,
then the Indenture Trustee or the holders of Notes  representing not less than a
majority of the aggregate Note Balance of all Notes (for which purpose the Class
A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount)
may declare the Notes to be immediately  due and payable in the manner  provided
in Section 5.02 of the Indenture.

               Payments of interest on this Note due and payable on each Payment
Date,  shall be made by check  mailed to the Person  whose  name  appears as the
Registered  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
Depository 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.  If funds are expected to be available,  as provided in the
Indenture, for the last payment on this Class A-IO Note occurring on the Payment
Date in September 2005 then the Indenture Trustee,  in the name of and on behalf
of the Issuer, will notify the Person who was the Registered Holder hereof as of
the Record Date  preceding  such Payment Date by notice mailed or transmitted by
facsimile  prior to such Payment Date, and the amount then due and payable shall
be payable  only upon  presentation  and  surrender  of this Note at the address
specified in such notice of final payment.

               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
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form  satisfactory to the Indenture Trustee duly executed by, the
holder hereof or such holder's  attorney duly  authorized in writing,  with such
signature  guaranteed  by  an  "eligible  guarantor   institution"  meeting  the
requirements of the Note Registrar,  which  requirements  include  membership or
participation in the Securities  Transfer Agent's Medallion Program ("STAMP") or
such  other  "signature  guarantee  program"  as may be  determined  by the Note
Registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities  Exchange Act of 1934, as amended,  and thereupon one or more new
Notes in authorized denominations and in the same aggregate notional 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 Note
Registrar  shall  require  payment  of a sum  sufficient  to  cover  any  tax or
governmental  charge that may be imposed in connection with any  registration of
transfer or exchange of this Note.

               Each holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note, or, in the case of a Beneficial Owner of a Note, 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,


                                              11

<PAGE>



the Seller,  the Master Servicer,  the Depositor or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection therewith,  against (i) the Indenture Trustee or the Owner Trustee in
its individual  capacity,  (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner,  beneficiary,  agent, officer, director or employee
of the Indenture  Trustee or the Owner Trustee in its individual  capacity,  any
holder  of a  beneficial  interest  in the  Issuer,  the  Owner  Trustee  or the
Indenture  Trustee or of any successor or assign of the Indenture Trustee or the
Owner  Trustee in its  individual  capacity,  except as any such Person may have
expressly agreed 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 holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
holder or Beneficial Owner of a Note will not at any time institute  against the
Depositor,  the  Seller,  the  Master  Servicer  or the  Issuer,  or join in any
institution against the Depositor, the Seller, the Master Servicer or the Issuer
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
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.

               The Issuer has entered into the Indenture and this Note is issued
with the intention  that, for federal,  state and local income,  single business
and  franchise  tax  purposes,  the Notes will  qualify as  indebtedness  of the
Issuer.  Each holder of a Note,  by  acceptance  of a Note (and each  Beneficial
Owner of a Note by  acceptance  of a beneficial  interest in a Note),  agrees to
treat the Notes  for  federal,  state and  local  income,  single  business  and
franchise tax purposes as indebtedness of the Issuer.

               Prior to the due presentment for registration of transfer of this
Note,  the  Issuer,  the  Indenture  Trustee  and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered (as
of the day of  determination or as of such other date as may be specified in the
Indenture)  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or 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  Indenture  Trustee  and the  rights of the
holders  of the Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee  with the  consent  of the  holders of Notes  representing  a
majority of the aggregate Note Balance of all Notes at the time Outstanding (for
which  purpose the Class A-IO Notes will be deemed to have a Note Balance  equal
to their  Notional  Amount) and with prior  notice to the Rating  Agencies.  The
Indenture also contains provisions  permitting the holders of Notes representing
specified  percentages of the aggregate Note Balance of all 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


                                              12

<PAGE>



Note. The Indenture  also permits the Issuer and the Indenture  Trustee to amend
or waive certain  terms and  conditions  set forth in the Indenture  without the
consent of holders of the Notes issued  thereunder  but with prior notice to the
Rating Agencies.

               The term  "Issuer" as used in this Note includes any successor or
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 Indenture
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  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 Basic Documents,  none of Wilmington Trust Company in
its individual capacity,  JPMorgan Chase Bank, in its individual  capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or 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 interest  on this Note or  performance  of, or omission to
perform, any of the covenants,  obligations or indemnifications contained in the
Indenture.  The holder of this Note by its acceptance hereof agrees that, except
as expressly provided in 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.



                                              13

<PAGE>



               IN WITNESS  WHEREOF,  the Owner Trustee,  on behalf of the Issuer
and not in its individual capacity, has caused this Note to be duly executed.

                            HOME LOAN TRUST 2003-HI2


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

Dated: June  __, 2003
                            By
                                   --------------------------------------------
                                   Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION


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

                                   JPMORGAN  CHASE BANK,  not in
                                   its  individual  capacity but
                                   solely as Indenture Trustee


Dated: June  __, 2003


                            By
                                   --------------------------------------------
                                   Authorized Signatory


                              14

<PAGE>

                                    ASSIGNMENT


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


               FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and
               transfer 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:


                                                                          / *
                                         ---------------------------------



--------
1       NOTICE:  The signature to this  assignment must correspond with the name
        of the registered  owner as it appears on the face of the within Note in
        every  particular,   without  alteration,   enlargement  or  any  change
        whatever.  Such signature  must be guaranteed by an "eligible  guarantor
        institution"  meeting  the  requirements  of the Note  Registrar,  which
        requirements  include membership or participation in 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 Securities Exchange Act of 1934, as amended.


                                              15

<PAGE>



                                   EXHIBIT A-3

                                  FORM OF NOTES

                                CLASS M-__ NOTES

               THIS NOTE IS SUBORDINATED IN RIGHT OF PAYMENT TO THE SENIOR NOTES
AS DESCRIBED IN THE AGREEMENT (AS DEFINED BELOW).

               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.

               THIS NOTE DOES NOT  REPRESENT AN INTEREST IN OR OBLIGATION OF THE
SELLER, THE DEPOSITOR,  THE MASTER SERVICER,  THE INDENTURE  TRUSTEE,  THE OWNER
TRUSTEE OR ANY OF THEIR RESPECTIVE  AFFILIATES,  EXCEPT AS EXPRESSLY PROVIDED IN
THE INDENTURE OR THE BASIC DOCUMENTS.

               THE HOLDER OF THIS NOTE IS DEEMED TO HAVE REPRESENTED THAT EITHER
(1) IT IS NOT A PLAN NOR IS IT  ACQUIRING  THIS NOTE WITH PLAN ASSETS OR (2) THE
ACQUISITION  OF THIS NOTE BY THE HOLDER  DOES NOT  CONSTITUTE  OR GIVE RISE TO A
PROHIBITED  TRANSACTION  UNDER SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE,
FOR WHICH NO STATUTORY, REGULATORY OR ADMINISTRATIVE EXEMPTION IS AVAILABLE.






                                              16

<PAGE>







                                   HOME LOAN TRUST 2003-HI2
                              Home Loan-Backed Note

               Home Loan Trust  2003-HI2,  a statutory  trust duly 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 $___________,  payable on each Payment
Date in an  amount  equal  to the  Percentage  Interest  specified  above of the
aggregate  amount,  if any,  payable  from the  Payment  Account  in  respect of
principal  on the Class M-__ Notes  pursuant  to Section  3.05 of the  Indenture
dated as of June 27, 2003 (the "Indenture")  between the Issuer, as Issuer,  and
JPMorgan Chase Bank, as Indenture Trustee (the "Indenture  Trustee");  provided,
however,  that the entire unpaid  principal amount of this Note shall be due and
payable on the Payment Date in July 2028, to the extent not previously paid on a
prior Payment Date. Capitalized terms used but not defined herein are defined in
Appendix A of the Indenture.

               [Interest  on the Class M-__  Notes will be paid  monthly on each
Payment  Date at the Note  Rate.  The Note Rate for the Class M-__ Notes will be
_____% per annum. Interest will be computed on the basis of a 30-day month and a
360-day year. Principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof. On the Step-Up Date, the Note Rate on the Class
M-___ Note will increase by 0.50% per annum.

               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 Indenture Trustee whose name appears below by manual signature, this Note
shall not be  entitled  to any benefit  under the  Indenture  referred to on the
reverse hereof, or be valid or obligatory for any purpose.

               This  Note is one of a duly  authorized  issue  of  Notes  of the
Issuer,  designated as its Home  Loan-Backed  Notes (herein called the "Notes"),
all  issued  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 Indenture Trustee and the
holders of the Notes. The Notes are subject to all terms of the Indenture.

               The Notes are and will be  equally  and  ratably  secured  by the
collateral pledged as security therefor as provided in the Indenture.



                                        3

<PAGE>



               Principal  of and  interest  on this Note will be payable on each
Payment  Date,  commencing  on July 25, 2003,  as  described  in the  Indenture.
"Payment Date" means the twenty-fifth day of each month, or, if any such date is
not a Business Day, then the next Business Day.

               The entire unpaid  principal amount of this Note shall be due and
payable in full on the Payment Date in July 2028 pursuant to the  Indenture,  to
the extent not  previously  paid on a prior  Payment Date.  Notwithstanding  the
foregoing,  if an Event of Default shall have occurred and be  continuing,  then
the  Indenture  Trustee  or the  holders of Notes  representing  not less than a
majority of the aggregate Note Balance of all Notes (for which purpose the Class
A-IO Notes will be deemed to have a Note Balance equal to their Notional Amount)
may declare the Notes to be immediately  due and payable in the manner  provided
in Section  5.02 of the  Indenture.  Principal  payments  on the Notes  shall be
distributed  first to the Senior Notes,  and then  sequentially to the Class M-1
Notes,  Class M-2 Notes and Class M-3 Notes,  in that  order,  to the holders of
Notes entitled thereto.

               Payments of interest on this Note due and payable on each Payment
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 Registered  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 Depository 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
Payment  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 Payment Date, then the Indenture Trustee,  in
the name of and on behalf of the  Issuer,  will  notify  the  Person who was the
Registered  Holder hereof as of the Record Date  preceding  such Payment Date by
notice mailed or  transmitted  by facsimile  prior to such Payment Date, and the
amount  then due and  payable  shall  be  payable  only  upon  presentation  and
surrender of this Note at the address specified in such notice of final payment.

               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
Corporate Trust Office, duly endorsed by, or accompanied by a written instrument
of transfer in form  satisfactory to the Indenture Trustee duly executed by, the
holder hereof or such holder's  attorney duly  authorized in writing,  with such
signature  guaranteed  by  an  "eligible  guarantor   institution"  meeting  the
requirements of the Note Registrar,  which  requirements  include  membership or
participation in the Securities  Transfer Agent's Medallion Program ("STAMP") or
such  other  "signature  guarantee  program"  as may be  determined  by the Note
Registrar in addition to, or in substitution  for, STAMP, all in accordance with
the Securities  Exchange Act of 1934, as amended,  and thereupon one or more new
Notes in 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 Note Registrar


                                        4

<PAGE>



shall  require  payment  of a sum  sufficient  to cover any tax or  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of this Note.

               Each holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note, or, in the case of a Beneficial Owner of a Note, 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,
the Seller,  the Master Servicer,  the Depositor or the Indenture Trustee on the
Notes or under the Indenture or any  certificate  or other writing  delivered in
connection therewith,  against (i) the Indenture Trustee or the Owner Trustee in
its individual  capacity,  (ii) any owner of a beneficial interest in the Issuer
or (iii) any partner, owner,  beneficiary,  agent, officer, director or employee
of the Indenture  Trustee or the Owner Trustee in its individual  capacity,  any
holder  of a  beneficial  interest  in the  Issuer,  the  Owner  Trustee  or the
Indenture  Trustee or of any successor or assign of the Indenture Trustee or the
Owner  Trustee in its  individual  capacity,  except as any such Person may have
expressly agreed 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 holder or  Beneficial  Owner of a Note,  by  acceptance of a
Note or, in the case of a Beneficial Owner of a Note, a beneficial interest in a
Note,  covenants and agrees by accepting the benefits of the Indenture that such
holder or Beneficial Owner of a Note will not at any time institute  against the
Depositor,  the  Seller,  the  Master  Servicer  or the  Issuer,  or join in any
institution against the Depositor, the Seller, the Master Servicer or the Issuer
of, any  bankruptcy,  reorganization,  arrangement,  insolvency  or  liquidation
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.

               The Issuer has entered into the Indenture and this Note is issued
with the intention  that, for federal,  state and local income,  single business
and  franchise  tax  purposes,  the Notes will  qualify as  indebtedness  of the
Issuer.  Each holder of a Note,  by  acceptance  of a Note (and each  Beneficial
Owner of a Note by  acceptance  of a beneficial  interest in a Note),  agrees to
treat the Notes  for  federal,  state and  local  income,  single  business  and
franchise tax purposes as indebtedness of the Issuer.

               Prior to the due presentment for registration of transfer of this
Note,  the  Issuer,  the  Indenture  Trustee  and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note is registered (as
of the day of  determination or as of such other date as may be specified in the
Indenture)  as the owner  hereof for all  purposes,  whether or not this Note be
overdue,  and none of the Issuer,  the Indenture Trustee or 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  Indenture  Trustee  and the  rights of the
holders  of the Notes  under the  Indenture  at any time by the  Issuer  and the
Indenture  Trustee  with the  consent  of the  holders of Notes  representing  a
majority of the aggregate Note Balance of all Notes at the time Outstanding (for
which  purpose the Class A-IO Notes will be deemed to have a Note Balance  equal
to their  Notional  Amount) and with prior  notice to the Rating  Agencies.  The
Indenture also contains provisions  permitting the holders of Notes representing
specified


                                        5

<PAGE>



percentages of the aggregate Note Balance of all 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 Issuer and the  Indenture  Trustee to amend or waive  certain
terms and conditions  set forth in the Indenture  without the consent of holders
of the Notes issued thereunder but with prior notice to the Rating Agencies.

               The term  "Issuer" as used in this Note includes any successor or
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 Indenture
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 Basic Documents,  none of Wilmington Trust Company in
its individual capacity,  JPMorgan Chase Bank, in its individual  capacity,  any
owner  of a  beneficial  interest  in the  Issuer,  or 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 this Note or performance  of, or
omission to  perform,  any of the  covenants,  obligations  or  indemnifications
contained in the  Indenture.  The holder of this Note by its  acceptance  hereof
agrees that, except as expressly provided in 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.




                                        6

<PAGE>



               IN WITNESS  WHEREOF,  the Owner Trustee,  on behalf of the Issuer
and not in its individual capacity, has caused this Note to be duly executed.

                             HOME LOAN TRUST 2003-HI2

                             By     WILMINGTON TRUST COMPANY, not in
                                    its individual capacity but solely as Owner
                                    Trustee
Dated: June  __, 2003
                             By
                                    --------------------------------------
                                    Authorized Signatory


                          CERTIFICATE OF AUTHENTICATION

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

                                     JPMORGAN  CHASE BANK,  not in
                                     its  individual  capacity but
                                     solely as Indenture Trustee

Dated: June   __, 2003


                              By
                                     ----------------------------------------
                                     Authorized Signatory



<PAGE>
                                    ASSIGNMENT


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


               FOR VALUE  RECEIVED,  the undersigned  hereby sells,  assigns and
               transfer 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:


                                                                          / *
                                         ---------------------------------



--------
1       NOTICE:  The signature to this  assignment must correspond with the name
        of the registered  owner as it appears on the face of the within Note in
        every  particular,   without  alteration,   enlargement  or  any  change
        whatever.  Such signature  must be guaranteed by an "eligible  guarantor
        institution"  meeting  the  requirements  of the Note  Registrar,  which
        requirements  include membership or participation in 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 Securities Exchange Act of 1934, as amended.



<PAGE>


                                    EXHIBIT B

                    FORM OF BACK-UP CERTIFICATION TO FORM 10-K CERTIFICATE


        The  undersigned,  a  Responsible  Officer of  JPMorgan  Chase Bank (the
"Indenture Trustee") certifies that:

        1. The Indenture  Trustee has  performed all of the duties  specifically
required to be performed by it pursuant to the provisions of the Indenture dated
as of June 27, 2003 (the  "Indenture")  by and between Home Loan Trust 2003-HI2,
as the issuer (the  "Issuer") and the Indenture  Trustee in accordance  with the
standards set forth therein.

        2.  Based on my  knowledge,  the  information  that is  provided  by the
Indenture Trustee pursuant to Section 7.05(I) of the Indenture is accurate as of
the last day of the 20___ calendar year.

        Capitalized  terms used and not defined  herein  shall have the meanings
given such terms in the Indenture.

     IN  WITNESS   THEREOF,   I  have  duly  executed  this  certificate  as  of
____________, 20___


                                                   Name:
                                                         ----------------------
                                                   Title:
                                                         ----------------------





<PAGE>