AFC TRUST SERIES 2000-1

                                     Issuer

                                       and

                        LASALLE BANK NATIONAL ASSOCIATION

                                Indenture Trustee

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

                                    INDENTURE

                            Dated as of March 1, 2000

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

                      AFC MORTGAGE LOAN ASSET BACKED NOTES

                                  Series 2000-1

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                                TABLE OF CONTENTS

Section                                                                     Page
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ARTICLE I

    DEFINITIONS

    1.01.  Definitions........................................................3
    1.02.  Incorporation by Reference of Trust Indenture Act..................3
    1.03.  Rules of Construction..............................................3

ARTICLE II

    ORIGINAL ISSUANCE OF NOTES
    2.01.  Form...............................................................5
    2.02.  Execution, Authentication and Delivery.............................5
    2.03.  Acceptance of Mortgage Loans by Indenture Trustee..................5

ARTICLE III

    COVENANTS

    3.01.  Collection of Payments with respect to the Mortgage Loans..........6
    3.02.  Maintenance of Office or Agency....................................6
    3.03.  Money for Payments To Be Held in Trust; Paying Agent...............6
    3.04.  Existence..........................................................7
    3.05.  Payment of Principal and Interest..................................8
    3.06.  Protection of Trust Estate.........................................9
    3.07.  Opinions as to Trust Estate........................................9
    3.08.  Performance of Obligations........................................10
    3.09.  Negative Covenants................................................10
    3.10.  Annual Statement as to Compliance.................................11
    3.11.  [Reserved]........................................................11
    3.12.  Representations and Warranties Concerning the Mortgage Loans......11
    3.13.  [Reserved]........................................................12
    3.14.  Servicer as Agent and Bailee of the Indenture Trustee.............12
    3.15.  Investment Company Act............................................12
    3.16.  Issuer May Consolidate, etc.......................................12
    3.17.  Successor or Transferee...........................................14
    3.18.  No Other Business.................................................14
    3.19.  No Borrowing......................................................15
    3.20.  Guarantees, Loans, Advances and Other Liabilities.................15
    3.21.  Capital Expenditures..............................................15
    3.22.  [Reserved]........................................................15
    3.23.  Restricted Payments...............................................15


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    3.24. Notice of Events of Default.........................................15
    3.25. Further Instruments and Acts........................................15
    3.26. Grant of the Subsequent Mortgage Loans..............................15

ARTICLE IV

    THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

    4.01. The Notes...........................................................17
    4.02. Registration of and Limitations on Transfer and Exchange of
          Notes; Appointment of Note Registrar and Certificate Registrar......17
    4.03. Mutilated, Destroyed, Lost or Stolen Notes..........................18
    4.04. Persons Deemed Owners...............................................19
    4.05. Cancellation........................................................19
    4.06. Book-Entry Notes....................................................19
    4.07. Notices to Depository...............................................20
    4.08. Definitive Notes....................................................20
    4.09. Tax Treatment.......................................................21
    4.10. Satisfaction and Discharge of Indenture.............................21
    4.11. Application of Trust Money..........................................22
    4.12. Subrogation and Cooperation.........................................22
    4.13. Repayment of Monies Held by Paying Agent............................23
    4.14. Temporary Notes.....................................................23
    4.15. ERISA Deemed Representations........................................24

ARTICLE V

    DEFAULT AND REMEDIES

    5.01. Events of Default...................................................25
    5.02. Acceleration of Maturity; Rescission and Annulment..................26
    5.03. Collection of Indebtedness and Suits for Enforcement by
          Indenture Trustee...................................................26
    5.04. Remedies; Priorities................................................28
    5.05. Optional Preservation of the Trust Estate...........................30
    5.06. Limitation of Suits.................................................30
    5.07. Unconditional Rights of Noteholders To Receive Principal
          and Interest........................................................31
    5.08. Restoration of Rights and Remedies..................................31
    5.09. Rights and Remedies Cumulative......................................31
    5.10. Delay or Omission Not a Waiver......................................31
    5.11. Control by Note Insurer.............................................32
    5.12. Waiver of Past Defaults.............................................32
    5.13. Undertaking for Costs...............................................33
    5.14. Waiver of Stay or Extension Laws....................................33
    5.15. Sale of Trust Estate................................................33
    5.16. Action on Notes.....................................................35

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ARTICLE VI

                  THE INDENTURE TRUSTEE

    6.01. Duties of Indenture Trustee.........................................36
    6.02  Certain Matters Affecting the Indenture Trustee.....................38
    6.03  Indenture Trustee Not Liable for Notes or Mortgage Loans............39
    6.04  Indenture Trustee May Own Notes.....................................40
    6.05  [Reserved]..........................................................40
    6.06  Eligibility Requirements for Indenture Trustee......................40
    6.07  Resignation and Removal of the Indenture Trustee....................40
    6.08  Successor Indenture Trustee.........................................41
    6.09  Merger or Consolidation of Indenture Trustee........................42
    6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee...42
    6.11  Tax Returns.........................................................43
    6.12  Appointment of Custodians...........................................43
    6.13  Indenture Trustee May Enforce Claims Without Possession of Notes....44
    6.14  Suits for Enforcement...............................................44
    6.15  Indenture Trustee's Fees and Expenses...............................44
    6.16  [Reserved]..........................................................44
    6.17  Representations and Warranties......................................45
    6.18  Directions to Indenture Trustee.....................................45
    6.19  The Agents..........................................................45

ARTICLE VII

    NOTEHOLDERS' LISTS AND REPORTS

    7.01. Issuer To Furnish Indenture Trustee Names and Addresses
          of Noteholders......................................................46
    7.02. Preservation of Information; Communications to Noteholders..........46
    7.03. Reports of Issuer...................................................46
    7.04. Reports by Indenture Trustee........................................47
    7.05. Statements to Noteholders...........................................47

ARTICLE VIII

    ACCOUNTS, DISTRIBUTIONS, DISBURSEMENTS AND RELEASES

    8.01. Collection of Money.................................................48
    8.02. [Reserved]..........................................................48
    8.03. Officer's Certificate...............................................48
    8.04. Termination Upon Distribution to Noteholders........................48
    8.05. Release of Trust Estate.............................................48

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    8.06.  Surrender of Notes Upon Final Payment..............................49
    8.07.  No Redemption of the Notes.........................................49

ARTICLE IX

    SUPPLEMENTAL INDENTURES

    9.01.  Supplemental Indentures Without Consent of Noteholders.............50
    9.02.  Supplemental Indentures With Consent of Noteholders................51
    9.03.  Execution of Supplemental Indentures...............................52
    9.04.  Effect of Supplemental Indenture...................................53
    9.05.  Conformity with Trust Indenture Act................................53
    9.06.  Reference in Notes to Supplemental Indentures......................53

ARTICLE X

    MISCELLANEOUS

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

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EXHIBITS

Exhibit A-1 - Form of Class 1A Notes
Exhibit A-2 - Form of Class 2A Notes
Exhibit B - Custodial Agreement

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            This Indenture, dated as of March 1, 2000, between AFC Trust Series
2000-1, a Delaware business trust, as Issuer (the "Issuer") and LaSalle Bank
National Association, a national banking association, as Indenture Trustee (the
"Indenture Trustee"),

                                WITNESSETH THAT:

            Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's AFC
Mortgage Loan Asset Backed Notes, Series 2000-1 (the "Notes") and the Note
Insurer.

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee on the Closing
Date, as trustee for the benefit of the Holders of the Notes and the Note
Insurer, all of the Issuer's right, title and interest in and to whether now
existing or hereafter created by (a) the Mortgage Loans and the proceeds thereof
and all rights under the Related Documents; (b) all funds on deposit from time
to time in the Principal and Interest Accounts allocable to the Mortgage Loans
excluding any investment income from such funds; (c) all funds on deposit from
time to time in the Note Distribution Account, the Trustee Expense Accounts, the
Pre-Funding Accounts, the Interest Coverage Accounts and the Reserve Account and
in all proceeds thereof excluding any investment income from such funds; (d) all
rights under the (i) Sale and Servicing Agreement and any Sub-Servicing
Agreements, (ii) any title, hazard and primary insurance policies with respect
to the Mortgaged Property, and (iii) all rights under the Cap Agreement, if any;
and (e) 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 Depositor's Yield and amounts received after the Cut-off Date
in the case of the Initial Mortgage Loans, or after the Subsequent Cut-off Date
in the case of the Subsequent Mortgage Loans, in respect of interest accrued on
the Mortgage Loans on or prior to the Cut-off Date or Subsequent Cut-off Date,
as the case may be, do not constitute a part of 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. The Indenture Trustee agrees that it will
hold the Note Insurance Policy in trust and that it will hold any proceeds of
any

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claim upon the Note Insurance Policy, solely for the use and benefit of the
Noteholders in accordance with the terms hereof and of the Sale and Servicing
Agreement and the Note Insurance Policy.


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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 Article I, Definitions of the Sale and Servicing Agreement,
dated as of March 1, 2000 among the Issuer, the Indenture Trustee and Superior
Bank FSB, as seller and servicer (the "Sale and Servicing Agreement"). All other
capitalized terms used herein shall have the meanings specified herein.

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;


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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.


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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
Exhibits A-1 and A-2, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture.

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

      The terms of the Notes are part of the terms of this Indenture.

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

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

      The Indenture Trustee shall upon Issuer Request authenticate and deliver
the Class 1A and Class 2A Notes for original issue in an aggregate initial
principal amount of $100,000,000 with respect to Class 1A and $139,000,000 with
respect to Class 2A.

      Each Class of Notes shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes and the Notes shall be issuable in
the minimum initial Note Principal Balances of $100,000 and in integral
multiples of $1,000 in excess thereof.

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

      Section 2.03. Acceptance of Mortgage Loans by Indenture Trustee. (a) The
Indenture Trustee acknowledges receipt of, subject to the exceptions it notes
pursuant to the procedures described in the Sale and Servicing Agreement, the
documents (or certified copies thereof) referred to in Section 2.04 of the Sale
and Servicing Agreement and declares that it holds and will continue to hold
those documents and any amendments, replacements or supplements thereto and all
other assets of the Trust Estate as Indenture Trustee in trust for the use and
benefit of all present and future Holders of the Notes and the Note Insurer. The
Indenture Trustee agrees to review the Trustee's Mortgage File in accordance
with the terms of Section 2.04 of the Sale and Servicing Agreement.


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                                   ARTICLE III

                                    COVENANTS

      Section 3.01. Collection of Payments with respect to the Mortgage Loans.
Pursuant to the terms of the Sale and Servicing Agreement, the Indenture Trustee
shall establish and maintain the Note Distribution Accounts in which the
Indenture Trustee shall deposit, on the same day as it is received from the
Servicer, each remittance received by the Indenture Trustee with respect to the
Mortgage Loans. The Indenture Trustee shall make all payments of principal of
and interest on the Notes, subject to Section 3.03, as provided in Section 3.05
herein and in the Sale and Servicing Agreement from monies on deposit in the
Note Distribution Accounts.

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

      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 Note
Distribution Accounts 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 Note Distribution Accounts for payments of Notes shall be
paid over to the Issuer except as provided in this Section 3.03. The Issuer
initially appoints the Indenture Trustee to serve as Paying Agent and the
Indenture Trustee accepts such appointment.

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

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

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


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

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

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

                  (vi) not commence a case or proceeding under any applicable
      federal or state bankruptcy, insolvency, reorganization or other similar
      law against the Issuer in connection with this Indenture.

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

      Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be repaid 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
two newspapers published in the English language customarily published on each
Business Day and of general circulation in Chicago, Illinois, a 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 business trust under the laws of its
jurisdiction of organization and will obtain and preserve its qualification to
do business in each jurisdiction in which such qualification is or shall


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be necessary to protect the validity and enforceability of this Indenture, the
Notes, the Mortgage Loans and each other instrument or agreement included in the
Trust Estate.

      Section 3.05. Payment of Principal and Interest. (a) The Issuer will duly
and punctually pay, but only to the extent of the Amount Available for each
Group on each Payment Date, the principal of and interest on the Notes in
accordance with the terms of such Notes, this Indenture and the Sale and
Servicing Agreement. Without limiting the foregoing, the Issuer will cause to be
distributed all amounts on deposit in the related Note Distribution Account on a
Payment Date deposited therein pursuant to the Sale and Servicing Agreement for
the benefit of the related Classes of Notes, to the applicable Noteholders.
Amounts properly withheld under the Code from a payment to any Noteholder of
interest and/or principal shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

      (b) Each distribution with respect to a Book-Entry Note shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such distribution to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such distribution to the Note
Owners that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Indenture Trustee, the Note Registrar, the
Seller or the Servicer shall have any responsibility therefor except as
otherwise provided by this Agreement or applicable law.

      (c) [Reserved].

      (d) Any installment of interest or principal, if any, payable on any Note
that is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall, if such Holder shall have so requested at least five
Business Days prior to the related Record Date and such Holder holds Notes of an
aggregate initial Note Principal Balance of at least $5,000,000, 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 to such
Noteholder mailed to such Holder's address as it appears in the Note Register in
the amount required to be distributed to such Holder on such Payment Date
pursuant to such Holder's Notes; provided, however, that the Indenture Trustee
shall not pay to such Holders any amount required to be withheld from a payment
to such Holder by the Code.

      (e) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the forms of Note set
forth in Exhibits A-1 and A-2. 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 notice to the Indenture Trustee by the Issuer,
the Indenture Trustee shall notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Final Scheduled
Payment Date or other final Payment Date. Such notice shall to the extent
practicable be mailed no later than five Business Days prior to such Final
Scheduled Payment Date or other final Payment Date and shall specify that
payment of the principal amount and any interest due with respect to such Note
at the


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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. No interest
shall accrue on the Notes on or after the Final Scheduled Payment Date or any
such other final Payment Date.

      Section 3.06. Protection of Trust Estate. (a) The Issuer will from time to
time prepare, execute and deliver all such supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

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

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

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

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

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

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

      Section 3.07. Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee, the Note Insurer and the Owner
Trustee an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording and filing of
this Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are necessary to perfect and make
effective the lien and first priority security interest in the Collateral and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and first priority
security interest effective.


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      (b) On or before April 30 in each calendar year, beginning in April 2000,
the Issuer shall furnish to the Indenture Trustee and the Note Insurer an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to maintain the lien and first priority security interest in the
Collateral and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest in the
Collateral until April 30 in the following calendar year.

      Section 3.08. Performance of Obligations. (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 Mortgage Loans or under
any instrument included in the Trust Estate, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Mortgage
Loans or any such instrument, except such actions as the Servicer is expressly
permitted to take in the Sale and Servicing Agreement. The Indenture Trustee, as
pledgee of the Mortgage Loans and an assignee of the Issuer's rights under the
Sale and Servicing Agreement, shall be entitled to exercise all of the rights of
the Issuer to direct the actions of the Servicer pursuant to the Sale and
Servicing Agreement. So long as any Event of Servicer Default shall be
continuing under the Sale and Servicing Agreement, the Indenture Trustee, with
the consent of the Note Insurer, may exercise the remedies set forth in Section
10.01 of the Sale and Servicing Agreement. Unless granted or permitted by the
Note Insurer or the Holders of the Notes to the extent provided above, the
Issuer may not waive any such Event of Servicer Default or terminate the rights
and powers of the Servicer under the Sale and Servicing Agreement.

      (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:


                                       10
<PAGE>

                  (i) except as expressly permitted by this Indenture, sell,
      transfer, exchange or otherwise dispose of the Trust Estate, except as
      expressly permitted by the Indenture or the Sale and Servicing Agreement;

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

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

                  (iv) waive or impair, or fail to assert rights under, the
      Mortgage Loans, or impair or cause to be impaired the Issuer's interest in
      the Mortgage Loans, the Sale and Servicing Agreement or in any Basic
      Document, if any such action would materially and adversely affect the
      interests of the Noteholders or the Note Insurer; or

                  (v) dissolve or liquidate, in whole or in part, unless the
      Notes are paid in full.

      Section 3.10. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Note Insurer, by April 30 in each calendar year
(commencing with the year 2000), 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 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 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.

      Section 3.11. [Reserved].

      Section 3.12. Representations and Warranties Concerning the Mortgage
Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and


                                       11
<PAGE>

warranties made by the Seller in the Sale and Servicing Agreement concerning the
Seller and the Mortgage Loans and the right to enforce the remedies against the
Seller provided in such Sale and Servicing Agreement to the same extent as
though such representations and warranties were made directly to the Indenture
Trustee. If the Indenture Trustee has actual knowledge of any breach of any
representation or warranty made by the Seller in the Sale and Servicing
Agreement, the Indenture Trustee shall promptly notify the Seller and the Note
Insurer of such finding and the Seller's obligation to cure such defect or
repurchase or substitute for the related Mortgage Loan.

      Section 3.13. [Reserved].

      Section 3.14. Servicer as Agent and Bailee of the Indenture Trustee.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the Servicer, the Issuer and the Indenture Trustee
hereby acknowledge that the Servicer is acting as agent and bailee of the
Indenture Trustee in holding amounts on deposit in the Principal and Interest
Accounts, as well as its agent and bailee in holding any Related Documents
released to the Servicer, and any other items constituting a part of the Trust
Estate which from time to time come into the possession of the Servicer. It is
intended that, by the Servicer's execution of the Sale and Servicing Agreement,
the Indenture Trustee, as a secured party of the Mortgage Loans, will be deemed
to have possession of such Related Documents, such documents, monies and such
other items for purposes of Section 9-305 of the Uniform Commercial Code of the
state in which such property is held by the Servicer.

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

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

                  (i) the Person (if other than the Issuer) formed by or
      surviving such consolidation or merger shall be a Person organized and
      existing under the laws of the United States of America or any state or
      the District of Columbia and shall expressly assume, by an indenture
      supplemental hereto, executed and delivered to the Indenture Trustee, in
      form reasonably satisfactory to the Indenture Trustee and the Note
      Insurer, the due and punctual payment of the principal of and interest on
      all Notes, distributions made to the Certificate Paying Agent, on behalf
      of the Certificateholders and the payment of the Monthly Premium and all
      other payments to the Note Insurer 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;


                                       12
<PAGE>

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

                  (iii) the Rating Agencies shall have confirmed in writing that
      such transaction shall not cause the downgrade, withdrawal, suspension or
      qualification of the rating of the Notes or caused the Notes to be
      considered by either Rating Agency to be below investment grade without
      taking into consideration the Note Insurance Policy;

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

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
      and the Note Insurer 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); and

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

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

                  (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 assumes, by an indenture supplemental hereto,
      executed and delivered to the Indenture Trustee, in form satisfactory to
      the Indenture Trustee and the Note Insurer, the due and punctual payment
      of the principal of and interest on all Notes, the payment of the Note
      Insurance Premium and all other amounts payable to the Note Insurer 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 agrees by means of such supplemental
      indenture that all right, title and interest so conveyed or transferred
      shall be subject and subordinate to the rights of the Holders of the Notes
      and the Note Insurer, (D) unless otherwise provided in such supplemental
      indenture, expressly agrees to indemnify, defend and hold harmless the
      Issuer and the Note Insurer against and from any loss, liability or
      expense arising under or related to this Indenture and the Notes and (E)
      expressly agrees by means of such supplemental indenture that such Person
      (or if a group


                                       13
<PAGE>

      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 by the Issuer hereunder or Event of Default shall have occurred
      and be continuing;

                  (iii) the Rating Agencies shall have confirmed in writing that
      such transaction shall not cause the downgrade, withdrawal, suspension or
      qualification of the rating of the Notes without taking into account the
      Note Insurance Policy;

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

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

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

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

      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 and the Note Insurer 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
Mortgage Loans and the issuance of the Notes and Certificates in the manner
contemplated by this Indenture and the Basic Documents and all activities
incidental thereto.


                                       14
<PAGE>

      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 and amounts due to the Note Insurer under this
Indenture and the Insurance Agreement.

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

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

      Section 3.22. [Reserved]

      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, the Note Insurer and the Certificateholders as contemplated by, and to
the extent funds are available for such purpose under this Indenture and the
Sale and Servicing Agreement and (y) payments to the Servicer pursuant to the
terms of the Sale and Servicing Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from any Account except in
accordance with this Indenture and the Basic Documents.

      Section 3.24. Notice of Events of Default. The Issuer, upon actual
knowledge thereof, shall give the Indenture Trustee, the Note Insurer and the
Rating Agencies prompt written notice of each Event of Default hereunder and
under the Trust Agreement.

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

      Section 3.26. Grant of the Subsequent Mortgage Loans. In consideration of
the delivery on each Subsequent Transfer Date to or upon the order of the Issuer
of all or a portion of the amount on deposit in the related Pre-Funding Account,
the Issuer shall, to the extent of the availability thereof, on such Subsequent
Transfer Date during the Pre-Funding Period Grant to the Indenture Trustee all
of its rights, title and interest in the Subsequent Mortgage Loans and


                                       15
<PAGE>

simultaneously with the Grant of the Subsequent Mortgage Loans the Issuer will
cause the related Trustee's Mortgage File to be delivered to the Indenture
Trustee.


                                       16
<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 through the book- entry facilities of the Depository in minimum
initial Note Principal Balances of $100,000 and integral multiples of $1,000 in
excess thereof.

      The Indenture Trustee may for all purposes (including the making of
payments due on the Notes) deal with the Depository as the authorized
representative of the Beneficial Owners with respect to the Notes for the
purposes of exercising the rights of Holders of the Notes hereunder. Except as
provided in the next succeeding paragraph of this Section 4.01, the rights of
Beneficial Owners with respect to the Notes shall be limited to those
established by law and agreements between such Beneficial Owners and the
Depository and Depository Participants. Except as provided in Section 4.08
hereof, Beneficial Owners shall not be entitled to definitive 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 Indenture Trustee and delivered by the Indenture Trustee to
or upon the order of the Issuer.

      Each of the Notes is intended to be a "security" governed by Article 8 of
the Uniform Commercial Code as in effect in the State of New York and any other
applicable jurisdiction, to the extent that any of such laws may be applicable.

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

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


                                       17
<PAGE>

shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized initial Note Principal Balances
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 and in authorized initial Note Principal
Balances 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 Indenture Trustee shall authenticate and deliver the Notes which the
Noteholder making the exchange is entitled to receive. Each Note presented or
surrendered for registration of transfer or exchange shall (if so required by
the Note Registrar) be duly endorsed by, or be accompanied by a written
instrument of transfer in form reasonably satisfactory to the Note Registrar
duly executed by the Holder thereof or his attorney duly authorized in writing
with such signature guaranteed by a commercial bank or trust company located or
having a correspondent located in the city of New York. Notes delivered upon any
such transfer or exchange will evidence the same obligations, and will be
entitled to the same rights and privileges, as the Notes surrendered.

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

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

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


                                       18
<PAGE>

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

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

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


                                       19
<PAGE>

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

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

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

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

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

      Section 4.08. Definitive Notes. If (i) the Indenture Trustee determines
that the Depository is no longer willing or able to properly discharge its
responsibilities with respect to the Notes and the Indenture Trustee is unable
to locate a qualified successor, (ii) the Indenture Trustee elects to terminate
the book-entry system through the Depository or (iii) after the occurrence of an
Event of Default, Beneficial Owners of Notes representing beneficial interests
aggregating at least a majority of the Note Principal Balances of the Notes
advise the Depository in writing that the continuation of a book-entry system
through the Depository is no longer in the best interests of the Beneficial
Owners, then the Depository shall notify all Beneficial Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Beneficial Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Depository, accompanied by registration instructions, the Issuer shall


                                       20
<PAGE>

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.

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

      Section 4.10. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders (and the Note
Insurer, as subrogee of the Noteholders) to receive payments of principal
thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09, 3.16, 3.18,
3.19 and 4.09, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the obligations of the Indenture Trustee under
Section 4.11) and (vi) the rights of Noteholders (and the Note Insurer, as
subrogee of the 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 and shall release and deliver the Collateral
to or upon the order of the Issuer, when

            (A) either

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

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

                  a.    have become due and payable,

                  b.    will become due and payable at the Final Scheduled
                        Payment Date within one year, or

                  c.    have been called for early redemption pursuant to
                        Section 11.01 of the Sale and Servicing Agreement,


                                       21
<PAGE>

      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 or other final Payment Date, and the Issuer has
      delivered to the Indenture Trustee and the Note Insurer a verification
      report (complying with the applicable requirements of Section 10.01) from
      a nationally recognized Independent accounting firm certifying that the
      amounts deposited with the Indenture Trustee are sufficient to pay and
      discharge the entire indebtedness of such Notes, or, in the case of c.
      above all provisions of Section 11.01 of the Sale and Servicing Agreement
      have been satisfied;

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

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

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

      Section 4.12. Subrogation and Cooperation. The Issuer and the Indenture
Trustee acknowledge that (i) to the extent the Note Insurer makes payments under
the Note Insurance Policy on account of principal of or interest on the Notes,
the Note Insurer will be fully subrogated to the rights of such Holders to
receive such principal and interest from the Issuer, and (ii) the Note Insurer
shall be paid such principal and interest but only from the sources and in the
manner provided herein and in the Sale and Servicing Agreement for the payment
of such principal and interest.

      The Indenture Trustee shall cooperate in all respects with any reasonable
request by the Note Insurer for action to preserve or enforce the Note Insurer's
rights or interest under this Indenture or the Sale and Servicing Agreement,
consistent with this Indenture and without limiting the rights of the
Noteholders as otherwise set forth in the Indenture, including, without
limitation, upon the occurrence and continuance of a default under the Insurance
Agreement, a request to take any one or more of the following actions:


                                       22
<PAGE>

                  (i) institute any suit in equity, action at law or other
      judicial or administrative proceeding (each, a "Proceeding") for the
      collection of all amounts then payable on the Notes, or under this
      Indenture in respect to the Notes and all amounts payable under the
      Insurance Agreement, enforce any judgment obtained and collect from the
      Issuer monies adjudged due;

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

                  (iii) file or record all Assignments of Mortgage that have not
      previously been recorded;

                  (iv) institute Proceedings from time to time for the complete
      or partial foreclosure of this Indenture; and

                  (v) 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 Note Insurer hereunder;

provided, however, action shall be taken pursuant to this Section 4.12 by the
Indenture Trustee to preserve the Note Insurer's rights or interest under this
Agreement or the Insurance Agreement only to the extent such action is available
to the Noteholders or the Note Insurer under other provisions of this Indenture.

      Notwithstanding any provision of this Indenture to the contrary, so long
as no default by the Note Insurer exists, the Note Insurer shall at all times be
treated as if it were the exclusive owner of all Notes Outstanding for the
purposes of all approvals, consents, waivers and the institution of any action
and the direction of all remedies, and the Indenture Trustee shall act in
accordance with the directions of the Note Insurer so long as it is indemnified
therefor to its reasonable satisfaction.

      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.


                                       23
<PAGE>

      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.

      Section 4.15. ERISA Deemed Representations. By acquiring a Note, each
purchaser will be deemed to represent that either (1) it is not acquiring the
Note with the assets of a Plan; or (2) the acquisition and holding of the Note
will not give rise to a nonexempt prohibited transaction under Section 406 of
ERISA or Section 4975 of the Code.


                                       24
<PAGE>

                                    ARTICLE V

                              DEFAULT AND REMEDIES

      Section 5.01. Events of Default. Any one of the following events (whatever
the reason for such Event of Default and whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body) shall be an "Event of Default":

                  (i) a default in the payment of the Class A Interest
Remittance Amount or the Class A Principal Remittance Amount with respect to a
Payment Date on such Payment Date and such default continues for a period of
five days (for purposes of this clause, a payment on the Notes funded by the
Note Insurer shall be deemed to be a payment made by the Issuer); or

                  (ii) the failure by the Issuer on the Final Scheduled Payment
Date to reduce the related Note Principal Balance to zero and such default
continues for a period of five days; or (iii) there occurs a default in the
observance or performance of any covenant or agreement of the Issuer made in the
Indenture, or any representation or warranty of the Issuer made in the Indenture
or in any certificate or other writing delivered pursuant hereto or in
connection herewith proving to have been incorrect in any material respect as of
the time when the same shall have been made, and such default shall continue or
not be cured, or the circumstance or condition in respect of which such
representation or warranty was incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after there shall have been given, by
registered or certified mail, to the Issuer by the Indenture Trustee or to the
Issuer and the Indenture Trustee by the Note Insurer, or if a Note Insurer
default exists the Holders of at least 25% of the Outstanding Amount of the
Notes, a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of default hereunder; or

                  (iv) there occurs the filing of a decree or order for relief
by a court having jurisdiction in the premises in respect of the Issuer or any
substantial part of the Trust Estate in an involuntary case under any applicable
federal or state bankruptcy, insolvency or other similar law now or hereafter in
effect, or appointing a receiver, liquidator, assignee, custodian, trustee,
sequestrator or similar official of the Issuer or for any substantial part of
the Trust Estate, or ordering the winding-up or liquidation of the Issuer's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or

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


                                       25
<PAGE>

      Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee at the written direction of the Note Insurer or, if a Note
Insurer default exists, the Holders of Notes representing not less than a
majority of the Note Principal Balances of all Notes may declare the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee and the Note Insurer if given by Noteholders), and upon any
such declaration the unpaid Note Principal Balance of the Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

      At any time after such declaration of acceleration of maturity 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 provided in this Article V, the Note Insurer or, if a default by the
Note Insurer exists, the Holders of Notes representing a majority of the Note
Principal Balances of all Notes, by written notice to the Issuer and the
Indenture Trustee, may waive the related Event of Default and rescind and annul
such declaration and its consequences if:

                  (i) the Issuer has, or has caused to be, 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.

      Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the
payment of the Class A Interest Remittance Amount on any Note when the same
becomes due and payable, and such default continues for a period of five days,
or (ii) default is made in the payment of the Class A Principal Remittance
Amount of or any installment of the Class A Principal Remittance Amount on any
Note when the same becomes due and payable, the Issuer shall, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the Holders
of Notes and the Note Insurer, the whole amount then due and payable on the
Notes in respect of principal and interest, with interest at the Note Interest
Rate upon the overdue principal, and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.


                                       26
<PAGE>

      (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 10.16 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor the Notes, wherever
situated, the monies adjudged or decreed to be payable.

      (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders and the Note
Insurer, 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 Indenture Trustee and each predecessor Indenture
      Trustee, except as a result of negligence or bad faith), the Note Insurer
      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, the Note Insurer
      and of the Indenture Trustee on their behalf; and


                                       27
<PAGE>

                  (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, the Note Insurer 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 or bad faith, and
all amounts due to the Note Insurer.

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

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

      (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.

      Section 5.04. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing and if an acceleration has been declared and not
rescinded pursuant to Section 5.02 hereof, the Indenture Trustee subject to the
provisions of Section 10.16 hereof shall, do one or more of the following
(subject to Section 5.05 hereof):

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


                                       28
<PAGE>

                  (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, the Holders of the Notes and the
      Note Insurer; and

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, unless (A) the
Indenture Trustee obtains the consent of the Holders of 100% of the aggregate
Note Principal Balance and, unless a Note Insurer default exists, the Note
Insurer, (B) the proceeds of such sale or liquidation distributable to the
Holders of the Notes are sufficient to discharge in full all amounts then due
and unpaid upon the Notes for principal and interest and to reimburse the Note
Insurer for any amounts paid under the Note Insurance Policy and any other
amounts due to the Note Insurer under the Sale and Servicing Agreement or (C)
the Indenture Trustee determines that the Mortgage Loans will not continue to
provide sufficient funds for the payment of principal of and interest on the
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 Note Insurer and
the Holders of a majority of the aggregate Note Principal Balance. 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 an
Event of Servicer Default has not occurred, any Sale of the Trust Estate shall
be made subject to the continued servicing of the Mortgage Loans by the Servicer
as provided in the Sale and Servicing Agreement.

      (b) Notwithstanding the priorities of payment provisions of Section 6.06
of the Sale and Servicing Agreement, 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 amounts due under Section 6.03
            of the Sale and Servicing Agreement hereof;

            SECOND: to the Noteholders for amounts due and unpaid on the Notes
            with respect to interest, ratably, without preference or priority of
            any kind, according to the amounts due and payable on the Notes for
            interest (including Class A Interest Remittance Amount) from amounts
            available in the Trust Estate for the Noteholders;

            THIRD: to Noteholders for amounts due and unpaid on the Notes with
            respect to principal (including, but not limited to, any Class A
            Principal Remittance Amount), from amounts available in the Trust
            Estate for such Noteholders, and to each Noteholder ratably, without
            preference or priority of any kind, according


                                       29
<PAGE>

            to the amounts due and payable on the Notes for principal, until the
            Note Principal Balance is reduced to zero;

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

      The Indenture Trustee may fix a record date and payment date for any
payment to Noteholders pursuant to this Section 5.04. With respect to any
acceleration, the first payment date after the acceleration shall be the first
Payment Date after the acceleration. At least 15 days before such record date,
the Indenture Trustee shall mail to each Noteholder and the Note Insurer 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 shall 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 including payments to
the Note Insurer, 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 and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

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

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

                  (ii) the Holders of not less than 25% of the Note Principal
      Balances of the Notes have made a written request to the Indenture Trustee
      to institute such Proceeding in respect of such Event of Default in its
      own name as Indenture Trustee hereunder;

                  (iii) such Holder or Holders have offered to the Indenture
      Trustee 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 of request and offer of indemnity has failed to institute such
      Proceedings;

                  (v) no direction inconsistent with such written request has
      been given to the Indenture Trustee during such 60-day period by the
      Holders of a majority of the Note Principal Balances of the Notes; and


                                       30
<PAGE>

                  (vi) such Holder or Holders have obtained the written consent
      of the Note Insurer, unless a Note Insurer default exists.

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.

      Subject to the last paragraph of Section 4.12 herein, 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 Note Principal Balances of the Notes, 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. Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture or the
Sale and Servicing Agreement 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, the Note
Insurer or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee, the Note Insurer and the Noteholders shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee, the Note Insurer and the Noteholders shall continue as though
no such Proceeding had been instituted.

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

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


                                       31
<PAGE>

      Section 5.11. Control by Note Insurer. So long as no default by the Note
Insurer exists, the Note Insurer shall have the right (subject to the provisions
of Section 5.06) 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) any direction to the Indenture Trustee to sell or
      liquidate the Trust Estate shall be by Holders of Notes representing not
      less than 100% of the Note Principal Balances of Notes;

                  (iii) if the conditions set forth in Section 5.05 hereof 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 Note Principal
      Balances of Notes 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.

In the event that a default by the Note Insurer exists, the Majority Noteholders
of each Class shall have the foregoing rights. 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 hereof,
the Note Insurer, or if a default by the Note Insurer exists, the Holders of
Notes of not less than a majority of the Note Principal Balances of the Notes
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 or (c) the
waiver of which would materially and adversely affect the interests of the
Indenture Trustee or, the Note Insurer or modify the Note Insurer's obligations
under the Note Insurance Policy. 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.


                                       32
<PAGE>

      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 or the Note Insurer, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Note Principal Balances of the Notes or (c) any suit instituted
by any Noteholder for the enforcement of the payment of principal of or interest
on any Note on or after the respective due dates expressed in such Note and in
this Indenture.

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

      Section 5.15. Sale of Trust Estate. (a) The power to effect any sale or
other disposition (a "Sale") of any portion of the Trust Estate pursuant to
Section 5.04 hereof is expressly subject to the provisions of Section 5.05
hereof and this Section 5.15. The power to effect any such Sale shall not be
exhausted by any one or more Sales as to any portion of the Trust Estate
remaining unsold, but 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 Note Insurer or if a Note Insurer default exists, 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 and the Note
Insurer under the Sale and Servicing Agreement on the Payment Date next
succeeding the date of such Sale; or

            (3) the Indenture Trustee determines, that the conditions for
retention of the Trust Estate set forth in Section 5.05 hereof cannot be
satisfied (in making any such determination, the Indenture Trustee may rely upon
an opinion of an Independent investment


                                       33
<PAGE>

banking firm obtained and delivered as provided in Section 5.05 hereof), and the
Note Insurer or if a Note Insurer default exists, the Holders of Notes
representing at least 66-2/3% of the Note Principal Balances of the Notes
consent to such Sale.

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

      (c) Unless the Note Insurer or if a Note Insurer default exists, the
Holders representing at least 66-2/3% of the Principal Balances of the Notes
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, as
trustee for the benefit of the Holders of the Notes, 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 the property offered
for sale, and upon compliance with the terms of sale may hold, retain and
possess and dispose of such property, without further accountability, and may,
in paying the purchase money therefor, deliver any Notes or claims for interest
thereon in lieu of cash up to the amount which shall, upon distribution of the
net proceeds of such sale, be payable thereon, and such Notes, in case the
amounts so payable thereon shall be less than the amount due thereon, shall be
returned to the Holders thereof after being appropriately stamped to show such
partial payment;

            (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 Holders of Certificates
and the Note Insurer as a result of such Sale in accordance with Section 5.04(b)
hereof 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


                                       34
<PAGE>

            (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, the Note Insurer or the Noteholders shall be impaired
by the recovery of any judgment by the Indenture Trustee against the Issuer or
by the levy of any execution under such judgment upon any portion of the Trust
Estate or upon any of the assets of the Issuer. Any money or property collected
by the Indenture Trustee shall be applied in accordance with Section 5.04(b)
hereof.

      Section 5.17. Performance and Enforcement of Certain Obligations. The
Indenture Trustee, as pledgee of the Mortgage Loans, may, and at the direction
(which direction shall be in writing or by telephone (confirmed in writing
promptly thereafter)) of the Note Insurer or, if a Note Insurer default exists,
the Holders of 66-2/3% of the Note Principal Balances of the Notes, shall
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller or the Servicer, as the case
may be, of each of their obligations to the Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall not be suspended.


                                       35
<PAGE>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

      Section 6.01. Duties of Indenture Trustee.

      The Indenture Trustee, prior to the occurrence of an Event of Default and
after the curing of all Events of Default which may have occurred, undertakes to
perform such duties and only such duties as are specifically set forth in this
Indenture and the Sale and Servicing Agreement. If an Event of Default of which
a Responsible Officer of the Indenture Trustee shall have actual knowledge has
occurred and has not been cured or waived, the Indenture Trustee shall, except
in those cases in which it is required by the terms of this Indenture or the
Sale and Servicing Agreement to follow the direction of the Note Insurer or the
Rating Agencies, exercise such of the rights and powers vested in it by this
Indenture and the Sale and Servicing Agreement, and use the same degree of care
and skill in its exercise as a prudent person would exercise or use under the
circumstances in the conduct of such person's own affairs.

      The Indenture Trustee, upon receipt of all resolutions, notes, statements,
opinions, reports, documents, orders or other instruments furnished to the
Indenture Trustee which are specifically required to be furnished pursuant to
any provision of this Indenture and the Sale and Servicing Agreement, shall
examine them to determine whether they conform to the requirements of this
Indenture and the Sale and Servicing Agreement, provided, however that the
Indenture Trustee shall not be responsible for the accuracy or content of any
resolution, certificate, statement, opinion, report, document, order or other
instrument furnished by the Issuer, the Servicer or the Seller. If any such
instrument is found not to conform to the requirements of this Indenture or the
Sale and Servicing Agreement, the Indenture Trustee shall notify the Note
Insurer and request written instructions as to the action the Note Insurer deems
appropriate to have the instrument corrected, and if the instrument is not so
corrected, the Indenture Trustee will provide notice thereof to the Note Insurer
who shall then direct the Indenture Trustee as to the action, if any, to be
taken.

      No provision of this Agreement shall be construed to relieve the Indenture
Trustee from liability for its own negligent action, its own negligent failure
to act or its own willful misconduct; provided, however, that:

                        (i) Prior to the occurrence of an Event of Default, and
                  after the curing of all such Events of Default which may have
                  occurred, the duties and obligations of the Indenture Trustee
                  shall be determined solely by the express provisions of this
                  Indenture and the Sale and Servicing Agreement, the Indenture
                  Trustee shall not be liable except for the performance of such
                  duties and obligations as are specifically set forth in this
                  Indenture and the Sale and Servicing Agreement, no implied
                  covenants or obligations shall be read into this Indenture and
                  the Sale and Servicing Agreement against the Indenture Trustee
                  and, in the absence of bad faith on the part of the Indenture
                  Trustee, the Indenture Trustee may conclusively rely, as to
                  the truth of the statements and the correctness of the
                  opinions expressed therein, upon any resolutions,
                  certificates,


                                       36
<PAGE>

                  statements or opinions, reports, documents, orders or
                  instruments furnished to the Indenture Trustee and conforming
                  to the requirements of this Agreement;

                        (ii) The Indenture Trustee shall not be personally
                  liable for an error of judgment made in good faith by a
                  Responsible Officer or other officers of the Indenture
                  Trustee, unless it shall be proved that the Indenture Trustee
                  was negligent in ascertaining the pertinent facts;

                        (iii) The Indenture Trustee shall not be personally
                  liable with respect to any action taken, suffered or omitted
                  to be taken by it in good faith in accordance with this
                  Indenture and the Sale and Servicing Agreement or at the
                  direction of the Note Insurer, the Class 1A Majority
                  Noteholders and the Class 2A Majority Noteholders or any of
                  them relating to the time, method and place of conducting any
                  proceeding for any remedy available to the Indenture Trustee,
                  or exercising or omitting to exercise any trust or power
                  conferred upon the Indenture Trustee, under this Indenture and
                  the Sale and Servicing Agreement;

                        (iv) The Indenture Trustee shall not be required to take
                  notice or be deemed to have notice or knowledge of any default
                  or Event of Default (except a default or Event of Default set
                  forth under Section 5.01(i) or (ii) of this Indenture) unless
                  a Responsible Officer of the Indenture Trustee shall have
                  actual knowledge thereof or have received written notice
                  thereof. In the absence of receipt of such notice, the
                  Indenture Trustee may conclusively assume that there is no
                  default or Event of Default;

                        (v) The Indenture Trustee shall not be required to
                  expend or risk its own funds or otherwise incur financial
                  liability for the performance of any of its duties hereunder
                  or the exercise of any of its rights or powers if there is
                  reasonable ground for believing that the repayment of such
                  funds or adequate indemnity against such risk or liability is
                  not reasonably assured to it and none of the provisions
                  contained in this Indenture and the Sale and Servicing
                  Agreement shall in any event require the Indenture Trustee to
                  perform, or be responsible for the manner of performance of,
                  any of the obligations of the Servicer under the Sale and
                  Servicing Agreement except during such time, if any, as the
                  Indenture Trustee shall be the successor to, and be vested
                  with the rights, duties, powers and privileges of, the
                  Servicer in accordance with the terms of this Agreement;

                        (vi) Subject to any express requirement of this
                  Indenture and the Sale and Servicing Agreement and until such
                  time as the Indenture Trustee shall be the successor to the
                  Servicer and without otherwise limiting the generality of this
                  Section, the Indenture Trustee shall have no duty (A) to see
                  to any recording, filing, or depositing of this Indenture or
                  the Sale and Servicing Agreement or any agreement referred to
                  herein or any financing statement or continuation statement
                  evidencing a security interest, or to see to the maintenance
                  of any such recording or filing or depositing or to any
                  rerecording, refiling or redepositing


                                       37
<PAGE>

                  of any thereof, (B) to see to any insurance, (C) to see to the
                  payment or discharge of any tax, assessment, or other
                  governmental charge or any lien or encumbrance of any kind
                  owing with respect to, assessed or levied against, any part of
                  the Trust Estate, (D) to confirm or verify the contents of any
                  reports or certificates of any Servicer delivered to the
                  Indenture Trustee pursuant to the Sale and Servicing Agreement
                  believed by the Indenture Trustee to be genuine and to have
                  been signed or presented by the proper party or parties; and

                        (vii) The Indenture Trustee shall not be deemed a
                  fiduciary for the Note Insurer in its capacity as such, except
                  to the extent the Note Insurer has made an Insured Payment and
                  is thereby subrogated to the rights of the Noteholders with
                  respect thereto.

      Section 6.02 Certain Matters Affecting the Indenture Trustee.

                        Except as otherwise provided in Section 6.01:

                        (i) The Indenture Trustee may rely and shall be
                  protected in acting or refraining from acting upon any
                  resolution, Officers' Certificate, Opinion of Counsel,
                  certificate of auditors or any other certificate, statement,
                  instrument, opinion, report, notice, request, consent, order,
                  appraisal, bond or other paper or document believed by it to
                  be genuine and to have been signed or presented by the proper
                  party or parties;

                        (ii) The Indenture Trustee may consult with counsel and
                  any advice or opinion of counsel shall be full and complete
                  authorization and protection in respect of any action taken or
                  suffered or omitted by it hereunder in good faith and in
                  accordance with such advice or opinion of counsel;

                        (iii) The Indenture Trustee shall be under no obligation
                  to exercise any of the trusts or powers vested in it by this
                  Indenture and the Sale and Servicing Agreement or to
                  institute, conduct or defend by litigation hereunder or in
                  relation hereto at the request, order or direction of the Note
                  Insurer or any of the Noteholders, pursuant to the provisions
                  of this Indenture and the Sale and Servicing Agreement, unless
                  such Noteholders or the Note Insurer, as applicable, shall
                  have offered to the Indenture Trustee reasonable security or
                  indemnity against the costs, expenses and liabilities which
                  may be incurred therein or thereby; except in those cases in
                  which the Indenture Trustee is required by the terms of this
                  Indenture and the Sale and Servicing Agreement to follow the
                  direction of the Note Insurer, the Class 1A Majority
                  Noteholders or the Class 2A Majority Noteholders nothing
                  contained herein shall, however, relieve the Indenture Trustee
                  of the obligation, upon the occurrence of an Event of Default
                  (which has not been cured), to exercise such of the rights and
                  powers vested in it by this Agreement, and to use the same
                  degree of care and skill in its exercise as a prudent person
                  would exercise or use under the circumstances in the conduct
                  of such person's own affairs;


                                       38
<PAGE>

                        (iv) The Indenture Trustee shall not be personally
                  liable for any action taken, suffered or omitted by it in good
                  faith and believed by it to be authorized or within the
                  discretion or rights or powers conferred upon it by this
                  Agreement;

                        (v) Prior to the occurrence of an Event of Default under
                  this Indenture or the Sale and Servicing Agreement and after
                  the curing of all Events of Default which may have occurred,
                  the Indenture Trustee shall not be bound to make any
                  investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, consent, order, approval, bond or
                  other paper or document, unless requested in writing to do so
                  by the Note Insurer, the Class 1A Majority Noteholders or the
                  Class 2A Majority Noteholders; provided, however, that if the
                  payment within a reasonable time to the Indenture Trustee of
                  the costs, expenses or liabilities likely to be incurred by it
                  in the making of such investigation is, in the opinion of the
                  Indenture Trustee, not reasonably assured to the Indenture
                  Trustee by the security afforded to it by the terms of this
                  Agreement, the Indenture Trustee may require reasonable
                  indemnity against such cost, expense or liability as a
                  condition to taking any such action. The reasonable expense of
                  every such examination shall be paid by the Servicer or, if
                  paid by the Indenture Trustee, shall be repaid by the Servicer
                  upon demand from such Servicer's own funds;

                        (vi) The right of the Indenture Trustee to perform any
                  discretionary act enumerated in this Indenture and the Sale
                  and Servicing Agreement shall not be construed as a duty, and
                  the Indenture Trustee shall not be answerable for other than
                  its negligence or willful misconduct in the performance of
                  such act;

                        (vii) The Indenture Trustee shall not be required to
                  give any bond or surety in respect of the execution of the
                  Trust created hereby or the powers granted hereunder; and

                        (viii) 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.

            Section 6.03 Indenture Trustee Not Liable for Notes or Mortgage
Loans.

      The recitals contained herein, in the Sale and Servicing Agreement and in
the Notes (other than the certificate of authentication on the Notes) shall be
taken as the statements of the Seller, the Servicer or the Issuer as applicable,
and the Indenture Trustee assumes no responsibility for their correctness. The
Indenture Trustee makes no representations as to the validity or sufficiency of
this Indenture, the Sale and Servicing Agreement or of the Notes or of any
Mortgage Loan or related document (including any document comprising a part of
the Mortgage File). The Indenture Trustee shall not be accountable for the use
or application by the Issuer of any of the Notes or of the proceeds of such
Notes, or for the use or application of any funds paid to the Servicer in
respect of the Mortgage Loans or deposited in or withdrawn by any Servicer from
the Principal and Interest


                                       39
<PAGE>

Accounts. The Indenture Trustee shall not be responsible for the legality or
validity of the Indenture or the Sale and Servicing Agreement or the validity,
priority, perfection or sufficiency of the security for the Notes issued or
intended to be issued hereunder. The Indenture Trustee shall have no
responsibility for filing any financing or continuation statement in any public
office at any time or to otherwise perfect or maintain the perfection of any
security interest or lien granted to it hereunder (unless the Indenture Trustee
shall have become the successor to the Servicer) or to prepare or file any
Securities and Exchange Commission filing for the Issuer or to record this
Indenture or the Sale and Servicing Agreement.

      Section 6.04 Indenture Trustee May Own Notes.

      The Indenture Trustee in its individual or any other capacity may become
the owner or pledgee of Notes with the same rights it would have if it were not
Indenture Trustee, and may otherwise deal with the parties hereto.

      Section 6.05 [Reserved].

      Section 6.06 Eligibility Requirements for Indenture Trustee.

      The Indenture Trustee shall at all times satisfy the requirements of TIA
Section 310(a). The Indenture Trustee hereunder shall at all times be (i) a bank
organized and doing business under the laws of any state or the United States of
America, (ii) authorized under such laws to exercise corporate trust powers,
including taking title to the Trust Estate assets on behalf of the Noteholders,
(iii) having a combined capital and surplus of at least $50,000,000, (iv) whose
long-term deposits shall be rated at least "BBB" by S&P and Baa2 by Moody's
(except as provided herein) or such lower long-term deposit rating by S&P as may
be approved in writing by the Note Insurer and S&P or the Note Insurer and
Moody's, as the case may be (v) is subject to supervision or examination by
federal or state authority and (vi) is reasonably acceptable to the Note Insurer
as evidenced in writing. If such bank publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 6.06, the combined
capital and surplus of such bank shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. In
case at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section 6.06, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in Section 6.07 hereof.

      Section 6.07 Resignation and Removal of the Indenture Trustee.

      The Indenture Trustee may at any time resign and be discharged from the
trusts hereby and under the Sale and Servicing Agreement created by giving
written notice thereof to the Issuer, the Servicer, the Rating Agencies and the
Note Insurer, not less than 60 days before the date specified in such notice
when such resignation is to take effect. Upon receiving such notice of
resignation, the Servicer shall promptly appoint a successor indenture trustee
which satisfies the eligibility requirements of Section 6.06 and acceptable to
the Note Insurer by written instrument, in duplicate, which instrument shall be
delivered to the resigning Indenture Trustee and to the successor indenture
trustee. A copy of such instrument shall be delivered to the Noteholders and the
Note Insurer by the Servicer. Unless a successor indenture trustee shall have
been so appointed and have accepted


                                       40
<PAGE>

appointment within 60 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor indenture trustee.

      If at any time the Indenture Trustee shall cease to be eligible in
accordance with the provisions of Section 6.06 and shall fail to resign after
written request therefor by any Servicer, or the Note Insurer, or if at any time
the Indenture Trustee shall become incapable of acting, or shall be adjudged
bankrupt or insolvent, or a receiver of the Indenture Trustee or of its property
shall be appointed, or any public officer shall take charge or control of the
Indenture Trustee or of its property or affairs for the purpose of
rehabilitation, conservation or liquidation, then the Servicer or the Note
Insurer may remove the Indenture Trustee and the Servicer shall, within 30 days
after such removal, appoint, subject to the approval of the Note Insurer, which
approval shall not be unreasonably withheld, a successor indenture trustee which
satisfies the eligibility requirements of Section 6.06 by written instrument, in
duplicate, which instrument shall be delivered to the Indenture Trustee so
removed and to the successor indenture trustee. A copy of such instrument shall
be delivered to the Noteholders, each Rating Agency and the Note Insurer by the
successor indenture trustee.

      If the Indenture Trustee fails to perform in accordance with the terms of
this Agreement, the Class 1A Majority Noteholders and the Class 2A Majority
Noteholders (with the consent of the Note Insurer) or the Note Insurer may
remove the Indenture Trustee and appoint a successor indenture trustee
acceptable to the Note Insurer by written instrument or instruments, in
triplicate, signed by such Holders or their attorneys-in-fact duly authorized,
one complete set of which instruments shall be delivered to the Servicer, one
complete set to the Indenture Trustee so removed and one complete set to the
successor Indenture Trustee so appointed. A copy of such instrument shall be
delivered to the Note Insurer by the Servicer.

      The Seller may, in its discretion, remove the Indenture Trustee with the
consent of the Note Insurer, which consent shall not be unreasonably withheld,
without cause. The Servicer shall, within 30 days after such removal, appoint,
subject to the approval of the Note Insurer, which approval shall not be
unreasonably withheld, a successor indenture trustee which satisfies the
eligibility requirements of Section 6.06 by written instrument, in duplicate,
which instrument shall be delivered to the Indenture Trustee so removed and to
the successor indenture trustee. A copy of such instrument shall be delivered to
the Noteholders, each Rating Agency and the Note Insurer by the successor
indenture trustee.

      Any resignation or removal of the Indenture Trustee and appointment of a
successor indenture trustee pursuant to any of the provisions of this Section
shall become effective upon acceptance of appointment by the successor indenture
trustee which satisfies the eligibility requirements of Section 6.06 as provided
in Section 6.08.

      Section 6.08 Successor Indenture Trustee.

      Any successor indenture trustee appointed as provided in Section 6.07
shall execute, acknowledge and deliver to the Servicer and to its predecessor
indenture trustee an instrument accepting such appointment hereunder, and
thereupon the resignation or removal of the predecessor indenture trustee shall
become effective and such successor indenture trustee, without any further


                                       41
<PAGE>

act, deed or conveyance, shall become fully vested with all the rights, powers,
duties and obligations of its predecessor hereunder, with the like effect as if
originally named as indenture trustee herein. The predecessor indenture trustee
shall, to the extent necessary, deliver to the successor indenture trustee, or
Custodian, if any, all Mortgage Files and related documents and statements held
by it hereunder, and the Servicer and the predecessor indenture trustee shall
execute and deliver such instruments and do such other things as may reasonably
be required for more fully and certainly vesting and confirming in the successor
indenture trustee all such rights, powers, duties and obligations.

      No successor indenture trustee shall accept appointment as provided in
this Section 6.08 unless at the time of such acceptance such successor indenture
trustee shall be eligible under the provisions of Section 6.06 and its
appointment shall not adversely affect the then current rating of the Notes.

      Upon acceptance of appointment by a successor indenture trustee as
provided in this Section 6.08, the Servicer shall mail notice of the succession
of such indenture trustee hereunder to all Holders of Notes at their addresses
as shown in the Note Register. If the Servicer fails to mail such notice within
10 days after acceptance of appointment by the successor indenture trustee, the
successor indenture trustee shall cause such notice to be mailed at the expense
of the Servicer.

      Section 6.09 Merger or Consolidation of Indenture Trustee.

      Any Person into which the Indenture Trustee may be merged or converted or
with which it may be consolidated or any corporation or banking association
resulting from any merger, conversion or consolidation to which the Indenture
Trustee shall be a party, or any corporation or bank succeeding to all or
substantially all of the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee hereunder, provided such
corporation or bank shall be eligible under the provisions of Section 6.06,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.
Written notice of any such merger or consolidation shall be given to the Note
Insurer.

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

      Notwithstanding any other provisions hereof, at any time, for the purpose
of meeting any legal requirements of any jurisdiction in which any part of the
Trust Fund or property securing the same may at the time be located, the
Servicer and the Indenture Trustee acting jointly shall have the power and shall
execute and deliver all instruments to appoint one or more Persons approved by
the Indenture Trustee to act as co-indenture trustee or co-indenture trustees,
jointly with the Indenture Trustee, or separate indenture trustee or separate
indenture trustees, of all or any part of the Trust Fund, and to vest in such
Person or Persons, in such capacity, such title to the Trust Fund, or any part
thereof, and, subject to the other provisions of this Section 6.10, such powers,
duties, obligations, rights and trusts as the Servicer and the Indenture Trustee
may consider necessary or desirable. Any such co-indenture trustee or separate
indenture trustee shall be approved by the Note Insurer. If the Servicer shall
not have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in case an Event of Default shall have occurred and be
continuing, the Indenture Trustee alone shall have the power to make such
appointment. No co-indenture trustee or separate indenture


                                       42
<PAGE>

trustee hereunder shall be required to meet the terms of eligibility as a
successor indenture trustee under Section 6.06 and no notice to Holders of Notes
of the appointment of co-indenture trustee(s) or separate indenture trustee(s)
shall be required under Section 6.08.

      In the case of any appointment of a co-indenture trustee or separate
indenture trustee pursuant to this Section 6.10, 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 indenture trustee or co-indenture trustee jointly, except to the extent
that under any law of any jurisdiction in which any particular act or acts are
to be performed (whether as Indenture Trustee hereunder or as successor to the
Servicer hereunder), 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 Fund or any portion
thereof in any such jurisdiction) shall be exercised and performed by such
separate indenture trustee or co-indenture trustee at the direction of the
Indenture Trustee.

      Any notice, request or other writing given to the Indenture Trustee shall
be deemed to have been given to each of the then separate indenture trustees and
co-indenture trustees, as effectively as if given to each of them. Every
instrument appointing any separate indenture trustee or co-indenture trustee
shall refer to this Agreement and the conditions of this Article XII. Each
separate indenture trustee and co-indenture 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
Agreement, specifically including every provision of this Agreement 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, and a copy thereof shall be forwarded by the Indenture Trustee to the
Note Insurer.

      Any separate indenture trustee or co-indenture 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. The Indenture
Trustee shall not be responsible for any action or inaction of any such separate
indenture trustee or co-indenture trustee. If any separate indenture trustee or
co-indenture 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 indenture trustee.

      Section 6.11 Tax Returns.

      The Indenture Trustee, upon request, will promptly furnish the Issuer with
all such information the Indenture Trustee possesses as may reasonably be
required in connection with the Issuer's preparation of all tax returns (in the
event the Issuer is not treated as a "disregarded entity" for federal income tax
purposes) or for the purpose of the Issuer's responding to reasonable requests
for information made by Noteholders.

      Section 6.12 Appointment of Custodians.


                                       43
<PAGE>

      The Indenture Trustee may, with the consent of the Servicer and the Note
Insurer, appoint one or more Custodians to hold all or a portion of the
Trustee's Mortgage Files as agent for the Indenture Trustee, by entering into a
Custodial Agreement substantially in the form attached as Exhibit B hereto.
Subject to this Article VI, the Indenture Trustee agrees to comply with the
terms of each Custodial Agreement and to enforce the terms and provisions
thereof against the Custodian for the benefit of the Noteholders and the Note
Insurer. Each Custodian shall be a depository institution subject to supervision
by federal or state authority and shall be qualified to do business in the
jurisdiction in which it holds any Indenture Trustee's Mortgage File. Each
Custodial Agreement may be amended only as provided in Section 14.02 of the Sale
and Servicing Agreement.

      Section 6.13 Indenture Trustee May Enforce Claims Without Possession of
Notes.

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

      Section 6.14 Suits for Enforcement.

      In case an Event of Servicer Default under the Sale and Servicing
Agreement or other default by the Servicer thereunder shall occur and be
continuing, the Indenture Trustee, in its discretion, but subject to Section
10.01 of the Sale and Servicing Agreement, may proceed to protect and enforce
its rights and the rights of the Noteholders under this Indenture and the Sale
and Servicing Agreement by a suit, action or proceeding in equity or at law or
otherwise, whether for the specific performance of any covenant or agreement
contained in this Indenture and the Sale and Servicing Agreement or in aid of
the execution of any power granted in this Indenture and the Sale and Servicing
Agreement or for the enforcement of any other legal, equitable or other remedy,
as the Indenture Trustee, being advised by counsel, shall deem most effectual to
protect and enforce any of the rights of the Indenture Trustee or the
Noteholders.

      Section 6.15 Indenture Trustee's Fees and Expenses. The Indenture Trustee
shall be paid such fees and expenses as described in Section 12.01 of the Sale
and Servicing Agreement which shall be payable as described in Section 12.01 of
the Sale and Servicing Agreement. Except as set forth in Section 12.01 of the
Sale and Servicing Agreement, the Indenture Trustee shall have no claim against
the Issuer or the Trust Estate for any unpaid fees or expenses. In the event of
a default in the payment of such fees and expenses by the Seller or the
Servicer, the Indenture Trustee hereby agrees that it will continue to act as
Indenture Trustee hereunder and perform its duties hereunder and the duties of
the Indenture Trustee under the Basic Documents.

      Section 6.16 [Reserved].


                                       44
<PAGE>

      Section 6.17 Representations and Warranties. The Indenture Trustee hereby
represents that:

            (i)   The Indenture Trustee is duly organized and validly existing
                  as a national banking association in good standing under the
                  laws of the United States;

            (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 all necessary corporate action;

            (iii) The consummation of the transactions contemplated by this
                  Indenture and the Sale and Servicing Agreement 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
                  of the Indenture Trustee under, its articles of organization
                  or bylaws or any agreement or other instrument to which the
                  Indenture Trustee is a party or by which it is bound; and

            (iv)  To the Indenture Trustee's best knowledge, there are no
                  proceedings or investigations concerning the Indenture
                  Trustee, pending or threatened before any court, regulatory
                  body, administrative agency or other governmental
                  instrumentality having jurisdiction over 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
                  determination or ruling that might performance by of its
                  obligations under, or the validity or enforceability of, this
                  Indenture.

      Section 6.18 Directions to Indenture Trustee. The Indenture Trustee is
hereby directed by the Issuer:

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

            (b)   to authenticate and deliver the Notes substantially in the
                  form prescribed by Exhibits 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 6.19 The Agents. The provisions of this Indenture relating to the
limitations of the Indenture Trustee's liability and to its indemnity shall
inure also to the Paying Agent and Note Registrar.


                                       45
<PAGE>

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

      Section 7.02. Preservation of Information; Communications to Noteholders.
(a) The Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Indenture Trustee as provided in Section 7.01
hereof and the names and addresses of Holders of the 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 of Issuer. (a)(i) The Indenture Trustee shall file
with the Commission and the Note Insurer on behalf of the Issuer, with a copy to
the Issuer within 15 days before the Issuer is required to file the same with
the Commission, the annual reports and the information, documents and other
reports (or such portions of any of the foregoing as the Commission may from
time to time by rules and regulations prescribe) that the Issuer may be required
to file with the Commission pursuant to Section 13 or 15(d) of the Exchange Act;

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

                  (iii) The Indenture Trustee shall supply (and the Indenture
      Trustee shall transmit by mail to the Note Insurer and 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.


                                       46
<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 29 beginning with January 29, 2001, the
Indenture Trustee shall mail to each Noteholder as required by TIA ss. 313(c) a
brief report dated as of such date that complies with TIA ss. 313(a). The
Indenture Trustee also shall comply with TIA ss. 313(b).

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

      Section 7.05. Statements to Noteholders. With respect to each Payment
Date, the Indenture Trustee shall deliver to each Noteholder, Certificateholder,
the Note Insurer, the Seller, the Owner Trustee, the Certificate Paying Agent
and each Rating Agency, copies of each Servicer's Certificate received pursuant
to Section 6.08 of the Sale and Servicing Agreement.


                                       47
<PAGE>

                                  ARTICLE VIII

               ACCOUNTS, DISTRIBUTIONS, 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. [Reserved].

      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) hereof, accompanied by copies of any instruments to
be executed, and the Indenture Trustee shall also require, as a condition to
such action, an Officer's Certificate, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with.

      Section 8.04. Termination Upon Distribution to Noteholders. This Indenture
and the respective obligations and responsibilities of the Issuer and the
Indenture Trustee created hereby shall terminate upon the distribution to
Noteholders, the Note Insurer, the Certificate Paying Agent on behalf of the
Certificateholders and the Indenture Trustee of all amounts required to be
distributed pursuant to Article III and the Sale and Servicing Agreement;
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 or the Sale and Servicing Agreement 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, (ii) all sums due to the Note Insurer have been paid and (iii) all
sums due to the Indenture Trustee


                                       48
<PAGE>

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 Section 8.05(a) only upon receipt of a request from the
Issuer accompanied by an Officers' Certificate and an Opinion of Counsel stating
that all applicable requirements have been satisfied and, if required by the
TIA, Independent Certificates in accordance with TIA Section 314(c) and 314(d)
meeting the applicable requirements as described herein.

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

      Section 8.07. No Redemption of the Notes. The Issuer shall not have the
right to redeem the Notes. However, the Servicer or the Issuer, as
majorityholder of the Certificates, shall have the option to purchase the
Mortgage Loans and any properties acquired in respect thereof pursuant to the
terms of Section 11.01 of the Sale and Servicing Agreement, thereby effecting a
redemption in full of the Notes.


                                       49
<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 consent of the
Note Insurer and 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 TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

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

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

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

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

                  (vi) to make any other provisions with respect to matters or
      questions arising under this Indenture or in any supplemental indenture;
      provided, that such action 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 hereof; 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


                                       50
<PAGE>

not result in a "substantial modification" of the Notes under Treasury
Regulation Section 1.1001.3 or adversely affect the status of the Notes as
indebtedness for federal income tax purposes.

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

      (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Note Insurer the Rating Agencies and the consent of the
Note Insurer, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however, that
such action shall not, as evidenced by an Opinion of Counsel, (i) adversely
affect in any material respect the interests of any Noteholder or (ii) if 100%
of the Certificates are not owned by the Seller, cause the Issuer to be subject
to an entity level tax for federal income tax purposes.

      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 Note
Insurer and the Holders of not less than a majority of the Note Principal
Balances of the Notes affected thereby, by Act (as defined in Section 10.03
hereof) of such Holders delivered to the Issuer and the Indenture Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Note
affected thereby:

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

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

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


                                       51
<PAGE>

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

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

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

                        (vii) permit the creation of any lien ranking prior to
      or on a parity with the lien of this Indenture with respect to any part of
      the Trust Estate or, except as otherwise permitted or contemplated herein,
      terminate the lien of this Indenture on any property at any time subject
      hereto or deprive the Holder of any Note of the security provided by the
      lien of this Indenture; and provided, further, that such action shall not,
      as evidenced by an Opinion of Counsel, cause the Issuer (if 100% of the
      Certificates are not owned by the Seller) to be subject to an entity level
      tax.

      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.

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

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

      Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.01 and 6.02 hereof, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Indenture Trustee
may, but shall not be obligated to, enter into any such supplemental indenture
that affects the Indenture Trustee's own rights, duties, liabilities or
immunities under this Indenture or otherwise.


                                       52
<PAGE>

      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.


                                       53
<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

      Section 10.01. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee and the Note Insurer (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 signatory 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 and the Note
Insurer 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 and a report from a nationally recognized accounting firm verifying
such value.

                  (ii) Whenever the Issuer is required to furnish to the
Indenture Trustee and the Note Insurer an Officer's Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause
(i) above, the Issuer shall also deliver to the Indenture Trustee


                                       54
<PAGE>

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

                  (iii) Except in the event of servicing releases, whenever any
property or securities are to be released from the lien of this Indenture, the
Issuer shall also furnish to the Indenture Trustee and the Note Insurer 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 and the Note Insurer an Officer's Certificate certifying or
stating the opinion of any signer thereof as to the matters described in clause
(iii) above, the Issuer shall also furnish to the Indenture Trustee and the Note
Insurer 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 Note Principal Balances of the Notes, but such
certificate need not be furnished in the case of any release of property or
securities if the fair value thereof as set forth in the related Officer's
Certificate is less than $25,000 or less than one percent of the then Note
Principal Balances of the Notes.

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

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


                                       55
<PAGE>

of reasonable care should know, that the certificate or opinion or
representations with respect to such matters are erroneous.

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

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

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

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

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

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

      Section 10.04. Notices, etc., to Indenture Trustee, Note Insurer, Issuer
and Rating Agencies. Any request, demand, authorization, direction, notice,
consent, waiver or Act of


                                       56
<PAGE>

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: Corporate Trust
      Administration, AFC Trust Series 2000-1, in care of OWNER TRUSTEE,
      Wilmington Trust Company, Rodney Square North, 1100 North Market Street,
      Wilmington, DE 19890, Attention: AFC Trust Series 2000-1, 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 or the Note Insurer by
the Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed first-class postage pre-paid, to (i) in the case
of Standard & Poor's, at the following address: 55 Water Street, New York, N.Y.
10041, (ii) in the case of Moody's, at the following address: 99 Church Street,
New York, N.Y. 10007; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties, (iii) in the case of
the Note Insurer, at the following address: Financial Guaranty Insurance
Company, 115 Broadway, New York, New York 10006, Attention: Research and Risk
Management - AFC Trust Series 2000-1 and (iv) in the case of Fitch, One State
Street Plaza, New York, New York 10004.

      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.

      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


                                       57
<PAGE>

such notice is required to be given pursuant to any provision of this Indenture,
then any manner of giving such notice as shall be satisfactory to the Indenture
Trustee shall be deemed to be a sufficient giving of such notice.

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

      Section 10.06. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the 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 10.07. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

      Section 10.08. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

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

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

      Section 10.11. Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

      Section 10.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS


                                       58
<PAGE>

AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH
SUCH LAWS.

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

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

      Section 10.16. No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor, the Seller or
the Issuer, or join in any institution against the Depositor, the Seller 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. This Section 10.16 will
survive for one year following the termination of this Indenture.

      Section 10.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it shall permit any representative of the Indenture Trustee and the Note
Insurer, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified


                                       59
<PAGE>

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

      Section 10.18. Limitation of Liability. It is expressly understood and
agreed by the parties hereto that (a) this Agreement is executed and delivered
by Wilmington Trust Company, not individually or personally but solely as Owner
Trustee (in such capacity, the "Owner Trustee") under the Trust Agreement, in
the exercise of the powers and authority conferred and vested in it under the
Trust Agreement, (b) each of the representations, undertakings and agreements
herein made on the part of the Owner Trustee is made and intended not as
personal representations, undertakings and agreements by Wilmington Trust
Company but is made and intended for the purpose for binding only the Owner
Trustee and (c) under no circumstances shall Wilmington Trust Company be
personally liable for the payment of any indebtedness or expenses of the Owner
Trustee or be liable for the breach or failure of any obligation,
representation, warranty or covenant made or undertaken by the Owner Trustee
under this Agreement or the other related documents.


                                       60
<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.

                                       AFC TRUST SERIES 2000-1,
                                       as Issuer

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


                                       By:    /s/ Kathleen A. Pedelini
                                          --------------------------------------
                                       Name:  Kathleen A. Pedelini
                                       Title: Administrative Account Manager


                                       LASALLE BANK NATIONAL ASSOCIATION,
                                       as Indenture Trustee, as Paying Agent and
                                       as Note Registrar


                                       By:    /s/ Cynthia Reis
                                          --------------------------------------
                                       Name:  Cynthia Reis
                                       Title: First Vice President


                                       61
<PAGE>

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

      On this 22nd day of March, before me personally appeared Kathleen A.
Pedelini to me known, who being by me duly sworn, did depose and say, that she
is the Administrative Account Manager of the Owner Trustee, one of the
corporations described in and which executed the above instrument; that she
knows the seal of said corporation; that the seal affixed to said instrument is
such corporate seal; that it was so affixed by order of the Board of Directors
of said corporation; and that she signed her name thereto by like order.

                                         Notary Public


                                         /s/ Anita E. Dallago
                                         ---------------------------------------
                                         NOTARY PUBLIC
                                         My Commission expires August 3, 2001
                                                               -----------------

[NOTARIAL SEAL]

<PAGE>

STATE OF ILLINOIS    )
                     ) ss.:
COUNTY OF COOK       )

      On this 28th day of March, before me personally appeared Cynthia Reis to
me known, who being by me duly sworn, did depose and say, that she is the First
Vice President of LaSalle Bank National Association, as Indenture Trustee, one
of the corporations described in and which executed the above instrument; that
she knows the seal of said corporation; that the seal affixed to said instrument
is such corporate seal; that it was so affixed by order of the Board of
Directors of said corporation; and that she signed her name thereto by like
order.

                                      Notary Public


                                      /s/ Michael C. Dombai
                                      ------------------------------------------
                                      My Commission expires December 1, 2001
                                                            --------------------

[NOTARIAL SEAL]

<PAGE>

                                   EXHIBIT A-1

                             FORM OF CLASS 1A NOTES

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

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

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

BY ACQUIRING A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT EITHER (1)
IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986 ("CODE"); OR (2) THE ACQUISITION AND HOLDING
OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

               AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1

CLASS 1A

AGGREGATE NOTE PRINCIPAL
BALANCE:$

INITIAL NOTE PRINCIPAL
BALANCE OF THIS NOTE:                    NOTE NO.
$

PERCENTAGE INTEREST: ____%               CUSIP NO.


                                       64
<PAGE>

      AFC Trust Series 2000-1 (the "Issuer"), a Delaware business trust, for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of __________________________________________________
($_________________) in monthly installments on the twenty-fifth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each a "Payment Date"), commencing in April 2000 and ending on or before March
__, 2030 and to pay interest on the Note Principal Balance of this Class A Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's AFC Mortgage
Loan Asset Backed Notes, Series 2000-1 (the "Notes"), issued under an Indenture
dated as of March 1, 2000 (the "Indenture"), between the Issuer and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. On each
Payment Date, Noteholders will be entitled to receive interest payments in an
aggregate amount equal to the Class 1A Interest Remittance Amount for such
Payment Date, together with principal payments in an aggregate amount equal to
the Class 1A Principal Remittance Amount, if any, for such Payment Date.

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

      Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the
financial guaranty insurance policy (the "Note Insurance Policy") issued
thereby, has unconditionally and irrevocably guaranteed the payment of the
Insured Payment with respect to each Payment Date. The Note Insurance Policy
will not cover any Available Funds Cap Carry-Forward Amount.

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

      The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on which the aggregate Principal Balance of the
Mortgage Loans is less than or equal to 5% of (i) the aggregate Principal
Balance of the Group 1 Mortgage Loans as of the Cut-off Date and (ii) the amount
on deposit in the Group 1 Pre-Funding Account on the Closing Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and


                                       65
<PAGE>

each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Seller, the Owner Trustee, the Indenture Trustee, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Notes pursuant
to the Indenture and the rights conveyed to the Issuer under the Indenture.

      Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note (holding an aggregate
initial Note Principal Balance of at least $5,000,000) delivered to the
Indenture Trustee at least five Business Days prior to the Record Date, any
payment of principal or interest, other than the final installment of principal
or interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note (or
one or more Predecessor Notes) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

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

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

      By acquiring a Note, the purchaser will be deemed to represent that either
(1) it is not acquiring the Note with the assets of an employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"); or (2) the acquisition
and holding of the note will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.


                                       66
<PAGE>

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Note Insurer or the Holders of a
majority of all Notes at the time outstanding. The Indenture also contains
provisions permitting the Note Insurer or the Holders of Notes representing
specified percentages of the aggregate Note Principal Balance of the Notes on
behalf of the Holders of all the Notes (with the consent of the Note Insurer),
to waive any past Default under the Indenture and its consequences. Any such
waiver by the Note Insurer or the Holder, at the time of the giving thereof, of
this Note (or any one or more Predecessor Notes) shall bind the Holder of every
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder but with the consent of
the Note Insurer.

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

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

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


                                       67
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by OWNER TRUSTEE, not in its individual capacity but solely as Owner
Trustee.

Dated: March __, 2000

                                    AFC TRUST SERIES 2000-1

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


                                    By:_________________________________________
                                         Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class 1A Notes referred to in the within-mentioned Indenture.

LaSalle Bank National Association,
  as Indenture Trustee

By:______________________________________
   Authorized Signatory


                                       68
<PAGE>

                                  ABBREVIATIONS

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

      TEN COM        --   as tenants in common
      TEN ENT        --   as tenants by the entireties
      JT TEN         --   as joint tenants with right of survivorship and
                          not as tenants in common
UNIF GIFT MIN ACT    --   ________________ Custodian ___________________________
                              (Cust)                          (Minor)
                          under Uniform Gifts to Minor Act _____________________
                                                           (State)

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


                                       69
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

         ______________________________________________________________

         ______________________________________________________________

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

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

Dated: ________________________             ____________________________________

Signature Guaranteed by ________________________________________________________

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


                                       70
<PAGE>

                                   EXHIBIT A-2

                             FORM OF CLASS 2A NOTES

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

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

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

BY ACQUIRING A NOTE, THE PURCHASER WILL BE DEEMED TO REPRESENT THAT EITHER (1)
IT IS NOT ACQUIRING THE NOTE WITH THE ASSETS OF AN EMPLOYEE BENEFIT PLAN WITHIN
THE MEANING OF SECTION 3(3) OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF
1974, AS AMENDED ("ERISA") OR A PLAN WITHIN THE MEANING OF SECTION 4975(e)(1) OF
THE INTERNAL REVENUE CODE OF 1986 ("CODE"); OR (2) THE ACQUISITION AND HOLDING
OF THE NOTE WILL NOT GIVE RISE TO A NONEXEMPT PROHIBITED TRANSACTION UNDER
SECTION 406 OF ERISA OR SECTION 4975 OF THE CODE.

               AFC MORTGAGE LOAN ASSET BACKED NOTES, SERIES 2000-1

CLASS 2A

AGGREGATE NOTE PRINCIPAL
BALANCE:$

INITIAL NOTE PRINCIPAL
BALANCE OF THIS NOTE:                 NOTE NO.
$

PERCENTAGE INTEREST: ____%                        CUSIP NO.


                                       71
<PAGE>

      AFC Trust Series 2000-1 (the "Issuer"), a Delaware business trust, for
value received, hereby promises to pay to CEDE & CO. or registered assigns, the
principal sum of __________________________________________________
($_________________) in monthly installments on the twenty-fifth day of each
month or, if such day is not a Business Day, the next succeeding Business Day
(each a "Payment Date"), commencing in April 2000 and ending on or before March
__, 2030 and to pay interest on the Note Principal Balance of this Class A Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's AFC Mortgage
Loan Asset Backed Notes, Series 2000-1 (the "Notes"), issued under an Indenture
dated as of March 1, 2000 (the "Indenture"), between the Issuer and LaSalle Bank
National Association, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights thereunder of the Issuer, the Indenture
Trustee, and the Holders of the Notes and the terms upon which the Notes are to
be authenticated and delivered. All terms used in this Note which are defined in
the Indenture shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. On each
Payment Date, Noteholders will be entitled to receive interest payments in an
aggregate amount equal to the Class 2A Interest Remittance Amount for such
Payment Date, together with principal payments in an aggregate amount equal to
the Class 2A Principal Remittance Amount, if any, for such Payment Date.

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

      Financial Guaranty Insurance Company (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the
financial guaranty insurance policy (the "Note Insurance Policy") issued
thereby, has unconditionally and irrevocably guaranteed the payment of the
Insured Payment with respect to each Payment Date. The Note Insurance Policy
will not cover any Available Funds Cap Carry-Forward Amount.

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

      The Notes are subject to redemption in whole, but not in part, by the
Servicer on any Payment Date on which the aggregate Principal Balance of the
Mortgage Loans is less than or equal to 5% of (i) the aggregate Principal
Balance of the Group 2 Mortgage Loans as of the Cut-off Date and (ii) the
aggregate amounts on deposit in the Group 2 Pre-Funding Account on the Closing
Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Notes, and


                                       72
<PAGE>

each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Seller, the Owner Trustee, the Indenture Trustee, the Servicer or
any of their respective affiliates, or to the assets of any of the foregoing
entities, except the assets of the Issuer pledged to secure the Notes pursuant
to the Indenture and the rights conveyed to the Issuer under the Indenture.

      Any payment of principal or interest payable on this Note which is
punctually paid on the applicable Payment Date shall be paid to the Person in
whose name such Note is registered at the close of business on the Record Date
for such Payment Date by check mailed to such person's address as it appears in
the Note Register on such Record Date, except for the final installment of
principal and interest payable with respect to such Note, which shall be payable
as provided below. Notwithstanding the foregoing, upon written request with
appropriate instructions by the Holder of this Note (holding an aggregate
initial Note Principal Balance of at least $5,000,000) delivered to the
Indenture Trustee at least five Business Days prior to the Record Date, any
payment of principal or interest, other than the final installment of principal
or interest, shall be made by wire transfer to an account in the United States
designated by such Holder. All reductions in the principal amount of a Note (or
one or more Predecessor Notes) effected by payments of principal made on any
Payment Date shall be binding upon all Holders of this Note and of any Note
issued upon the registration of transfer thereof or in exchange therefor or in
lieu thereof, whether or not such payment is noted on such Note. The final
payment of this Note shall be payable upon presentation and surrender thereof on
or after the Payment Date thereof at the Corporate Trust Office or the office or
agency of the Issuer maintained by it for such purpose pursuant to Section 3.02
of the Indenture.

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

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

      By acquiring a Note, the purchaser will be deemed to represent that either
(1) it is not acquiring the Note with the assets of an employee benefit plan
within the meaning of section 3(3) of the Employee Retirement Income Security
Act of 1974, as amended ("ERISA") or a plan within the meaning of section
4975(e)(1) of the Internal Revenue Code of 1986 ("Code"); or (2) the acquisition
and holding of the note will not give rise to a nonexempt prohibited transaction
under Section 406 of ERISA or Section 4975 of the Code.


                                       73
<PAGE>

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Note Insurer or the Holders of a
majority of all Notes at the time outstanding. The Indenture also contains
provisions permitting the Note Insurer or the Holders of Notes representing
specified percentages of the aggregate Note Principal Balance of the Notes on
behalf of the Holders of all the Notes (with the consent of the Note Insurer),
to waive any past Default under the Indenture and its consequences. Any such
waiver by the Note Insurer or the Holder, at the time of the giving thereof, of
this Note (or any one or more Predecessor Notes) shall bind the Holder of every
Note issued upon the registration of transfer hereof or in exchange hereof or in
lieu hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder but with the consent of
the Note Insurer.

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

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

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


                                       74
<PAGE>

      IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by OWNER TRUSTEE, not in its individual capacity but solely as Owner
Trustee.

Dated: March __, 2000

                                 AFC TRUST SERIES 2000-1

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


                                 By:____________________________________________
                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class 2A Notes referred to in the within-mentioned Indenture.

LaSalle Bank National Association,
  as Indenture Trustee


By:______________________________________
   Authorized Signatory


                                       75
<PAGE>

                                  ABBREVIATIONS

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

      TEN COM       --  as tenants in common
      TEN ENT       --  as tenants by the entireties
      JT TEN        --  as joint tenants with right of survivorship and not
                        as tenants in common
UNIF GIFT MIN ACT   --  ______________ Custodian _______________________________
                            (Cust)                           (Minor)
                        under Uniform Gifts to Minor Act _______________________
                                                         (State)

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


                                       76
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

         ______________________________________________________________

         ______________________________________________________________

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


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

Dated: ________________________            _____________________________________

Signature Guaranteed by ___________________________________________________

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


                                       77
<PAGE>

                                    EXHIBIT B

                               CUSTODIAL AGREEMENT

                               Dated ______, 2000

            ______________________________, a ____________________, as Indenture
Trustee (the "Indenture Trustee") and ___________________, a _________________
("_________________"), agree as follows:

            WHEREAS, concurrently herewith, the Indenture Trustee, AFC Trust
Series 2000-1 (the "Issuer"), Superior Bank FSB (the "Seller") and Superior Bank
FSB (the "Servicer) are entering into a Sale and Servicing Agreement, dated as
of March 1, 2000, relating to AFC Mortgage Loan Asset Backed Notes, Series
2000-1 (the "Sale Agreement", the terms defined therein being used herein with
the same meaning) pursuant to which the Seller shall transfer, assign, set-over
and otherwise convey to the Issuer, without recourse, all of the Seller's right,
title and interest in and to the mortgage loans consisting of Group 1 and Group
2 identified in Exhibits H-1 and H-2 to the Sale Agreement (the "Mortgage
Loans"), other than as to the Depositor's Yield;

            WHEREAS, pursuant to the Indenture, dated as of March 1, 2000
between the Issuer and the Indenture Trustee, the Issuer shall pledge and assign
the Mortgage Loans for the benefit of the Noteholder; and

            WHEREAS, in connection with such transfer, pledge and assignment and
pursuant to the Indenture, the Indenture Trustee shall hold, directly or
pursuant to a custodial agreement, the Trustee's Mortgage Files;

            WITNESSETH THAT, in consideration of the premises and of the mutual
agreements herein contained, _________________ and the Indenture Trustee agree
as follows:

            1. Appointment as Custodian; Acknowledgment of Receipt; Fees.
Subject to the terms and conditions herein, the Indenture Trustee hereby
appoints ________________, and ______________ hereby accepts such appointment,
as its Custodian to maintain custody of the Trustee's Mortgage Files.
__________________ hereby acknowledges receipt of the Mortgage Notes, the
Mortgages, the assignments and other documents relating to the Mortgage Loans
referred to in Section 2.04, except for the items referred to in Section
2.04(f), of the Sale Agreement. The Servicer shall be liable for all of
_______________________ fees under this Agreement.

            2. Maintenance of Office. __________________ agrees to maintain each
Trustee's Mortgage File identified in Section 2.04 of the Sale Agreement, which
is incorporated herein by reference, at the office of __________________________
located at __________________________________________________________ or at such
other office of _________________ in ____________________ as ________________
shall designate from time to time after giving the Trustee 30 days' prior
written notice.


                                       78
<PAGE>

            3. Duties of Custodian. As Custodian, _____________ shall have and
perform the following powers and duties:

                  (a) Safekeeping. To segregate the Trustee's Mortgage Files
            from all other mortgages and mortgage notes and similar records in
            its possession, to identify the Trustee's Mortgage Files as being
            held and to hold the Trustee's Mortgage Files for and on behalf of
            the Indenture Trustee for the benefit of all present and future
            Noteholders, to maintain accurate records pertaining to each
            Trustee's Mortgage Files as will enable the Indenture Trustee to
            comply with the terms and conditions of the Sale Agreement, to
            maintain at all times a current inventory thereof and to conduct
            periodic physical inspections of the Trustee's Mortgage Files held
            by it under this Agreement in such a manner as shall enable the
            Indenture Trustee and _________________ to verify the accuracy of
            such record-keeping, inventory and physical possession.
            _________________ will promptly report to the Indenture Trustee any
            failure on its part to hold the Trustee's Mortgage Files as herein
            provided and promptly take appropriate action to remedy any such
            failure.

                        (b) Release of Documents. To release any Mortgage Note
                  and Mortgage in the Trustee's Mortgage Files as provided in
                  the Sale Agreement.

                        (c) Administration; Reports. In general, to attend to
                  all non-discretionary details in connection with maintaining
                  custody of the Trustee's Mortgage Files on behalf of the
                  Indenture Trustee. In addition, ________________ shall assist
                  the Indenture Trustee generally in the preparation of reports
                  to Securityholders or to regulatory bodies to the extent
                  necessitated by ________________ custody of the Trustee's
                  Mortgage Files.

            4. Access to Records. __________________ shall permit the Indenture
Trustee or its duly authorized depositors, attorneys or auditors and those
persons permitted access pursuant to Section 5.13 of the Sale Agreement to
inspect the Trustee's Mortgage Files and the books and records maintained by
__________________ pursuant hereto at such times as they may reasonably request,
subject only to compliance with the terms of the Sale Agreement.

            5. Instructions; Authority to Act. ______________ shall be deemed to
have received proper instructions with respect to the Trustee's Mortgage Files
upon its receipt of written instructions signed by a Responsible Officer of the
Indenture Trustee. A certified copy of a resolution of the Board of Directors of
the Indenture Trustee may be accepted by _______________ as conclusive evidence
of the authority of any such officer to act and may be considered as in full
force and effect until receipt of written notice to the contrary by
______________ from the Indenture Trustee. Such instructions may be general or
specific in terms.

            6. Indemnification by . _________________ agrees to indemnify the
Indenture Trustee for any and all liabilities, obligations, losses, damages,
payments, costs or expenses, including attorneys fees, of any kind whatsoever
which may be imposed on, incurred by or asserted against the Indenture Trustee
as the result of any act or omission in any way relating to the maintenance and
custody by ___________________ of the Trustee's Mortgage Files; provided,


                                       79
<PAGE>

however, that ___________________ shall not be liable for any portion of any
such amount resulting from the gross negligence or wilful misconduct of the
Indenture Trustee.

            7. Advice of Counsel. __________________ and the Indenture Trustee
further agree that ____________________ shall be entitled to rely and act upon
the advice of counsel with respect to its performance hereunder as Custodian and
shall be without liability for any action reasonably taken pursuant to such
advice, provided that such action is not in violation of applicable Federal or
State law. This paragraph shall not negate _______________ obligations under
paragraph 6 above.

            8. Effective Period, Termination and Amendment, and Interpretive and
Additional Provisions. This Agreement shall become effective as of the date
hereof and shall continue in full force and effect until terminated as
hereinafter provided, and may be amended at any time by mutual agreement of the
parties hereto. This Agreement may be terminated by either party in a writing
delivered or mailed, postage prepaid, to the other party, such termination to
take effect no sooner than sixty (60) days after the date of such delivery or
mailing. Concurrently with, or as soon as practicable after, the termination of
this Agreement, _________________ shall redeliver the Trustee's Mortgage Files
to the Indenture Trustee at such place as the Indenture Trustee may reasonably
designate. In connection with the administration of this Agreement,
________________ and the Indenture Trustee may agree from time to time upon the
interpretation of the provisions of this Agreement as may in their opinion by
consistent with the general tenor and purposes of this Agreement, any such
interpretation to be signed and annexed hereto.

            9. Governing Law. This Agreement shall be governed by, and construed
in accordance with, the laws of the State of New York.

            10. Notices. Notices and other writings shall be delivered or
mailed, postage prepaid, to the Indenture Trustee at, or to
___________________________________________ at, ______________________________,
Attention: ______________________; or to such other address as the Indenture
Trustee or ________________ may hereafter specify in writing. Notices or other
writings shall be effective only upon actual receipt by the parties.

            11. Binding Effect. This Agreement shall be binding upon and shall
inure to the benefit of the Indenture Trustee and ____________________ and their
respective successors and assigns. Concurrently with the appointment of a
successor trustee as provided in Section ___ of the Indenture, the Indenture
Trustee and ___________________ shall amend this Agreement to make said
successor trustee the successor to the Indenture Trustee hereunder.

            12. Counterparts. This Agreement may be executed in one or more
counterparts and by the different parties hereto on separate counterparts, each
of which, when so executed, shall be deemed to be an original; such
counterparts, together, shall constitute one and the same agreement.

            13. Fees and Expenses. All fees and expenses of the Custodian shall
be paid by the Indenture Trustee as have been separately agreed upon before the
date hereof pursuant to a


                                       80
<PAGE>

separate fee agreement between the Custodian and the Indenture Trustee. In no
event shall any fees and expenses of the Custodian become fees or expenses of
the Issuer, the Seller or Servicer.


                                       81
<PAGE>

            IN WITNESS WHEREOF, each of the parties hereto has caused this
Agreement to be executed in its name and on its behalf by a duly authorized
officer as of the day and year first above written.

                                          LASALLE BANK NATIONAL ASSOCIATION,
                                               as Indenture Trustee under the
                                               Indenture referred to above


                                          By: __________________________________

                                          _____________________________________,
                                          as Custodian


                                          By: __________________________________


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