Exhibit 4.3




                      STRUCTURED ASSET MORTGAGE INVESTMENTS
                                  TRUST 200_-_



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



                                    INDENTURE


                          Dated as of ___________, 200_


                          ___________________, Trustee




<PAGE>


                             CROSS REFERENCE TABLE 1

TIA SECTION                                                INDENTURE SECTION

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

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

2   N.A.  means Not Applicable.


<PAGE>


                                TABLE OF CONTENTS
                                                                          PAGE


ARTICLE I       Definitions and Incorporation by Reference...................2

   SECTION 1.1    Definitions...............................................2
   SECTION 1.2    Incorporation by Reference of Trust Indenture Act.........8
   SECTION 1.3    Rules of Construction.....................................9

ARTICLE II      The Notes...................................................9

   SECTION 2.1    Form......................................................9
   SECTION 2.2    Execution, Authentication and Delivery...................10
   SECTION 2.3    Temporary Notes..........................................10
   SECTION 2.4    Registration; Registration of Transfer and Exchange......11
   SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes...............12
   SECTION 2.6    Persons Deemed Owner.....................................13
   SECTION 2.7    Payment of Principal and Interest; Defaulted Interest....13
   SECTION 2.8    Cancellation.............................................14
   SECTION 2.9    Release of Collateral....................................14
   SECTION 2.10   Book-Entry Notes.........................................15
   SECTION 2.11   Notices to Clearing Agency...............................15
   SECTION 2.12   Definitive Notes.........................................16

ARTICLE III     Covenants..................................................17

    SECTION 3.1    Payment of Principal and Interest........................17
    SECTION 3.2    Maintenance of Office or Agency..........................17
    SECTION 3.3    Money for Payments To Be Held in Trust...................17
    SECTION 3.4    Existence................................................19
    SECTION 3.5    Protection of Trust Estate...............................19
    SECTION 3.6    Opinions as to Trust Estate..............................20
    SECTION 3.7    Performance of Obligations; Servicing of Mortgage Loans..20
    SECTION 3.8    Negative Covenants.......................................22
    SECTION 3.9    Annual Statement as to Compliance........................23
    SECTION 3.10   Issuer May Consolidate, Etc.  Only on Certain Terms......23
    SECTION 3.11   Successor or Transferee..................................25
    SECTION 3.12   No Other Business........................................26
    SECTION 3.13   No Borrowing.............................................26
    SECTION 3.14   Master Servicer's Obligations............................26
    SECTION 3.15   Guarantees, Mortgage Loans, Advances and Other
                   Liabilities..............................................26
    SECTION 3.16   Capital Expenditures.....................................26
    SECTION 3.17   Reserved.................................................26
    SECTION 3.18   Restricted Payments......................................26
    SECTION 3.19   Notice of Events of Default..............................27
    SECTION 3.20   Further Instruments and Acts.............................27

ARTICLE IV      Satisfaction and Discharge..................................28

   SECTION 4.1    Satisfaction and Discharge of Indenture...................28
   SECTION 4.2    Application of Trust Money................................29
   SECTION 4.3    Repayment of Moneys Held by Paying Agent..................29

ARTICLE V       Remedies....................................................30

   SECTION 5.1    Events of Default.........................................30
   SECTION 5.2    Acceleration of Maturity; Rescission and Annulment........31
   SECTION 5.3    Collection of Indebtedness and Suits for Enforcement
                  by Trustee................................................32
   SECTION 5.4    Remedies; Priorities......................................34
   SECTION 5.5    Optional Preservation of the Mortgage Loans...............35
   SECTION 5.6    Limitation of Suits.......................................36
   SECTION 5.7    Unconditional Rights of Noteholders To Receive
                  Principal and Interest....................................36
   SECTION 5.8    Restoration of Rights and Remedies........................37
   SECTION 5.9    Rights and Remedies Cumulative............................37
   SECTION 5.10   Delay or Omission Not a Waiver............................37
   SECTION 5.11   Control by Noteholders....................................37
   SECTION 5.12   Waiver of Past Defaults...................................38
   SECTION 5.13   Undertaking for Costs.....................................38
   SECTION 5.14   Waiver of Stay or Extension Laws..........................39
   SECTION 5.15   Action on Notes...........................................39
   SECTION 5.16   Performance and Enforcement of Certain Obligations........39

ARTICLE VI      The Trustee.................................................40

   SECTION 6.1    Duties of Trustee.........................................40
   SECTION 6.2    Rights of Trustee.........................................41
   SECTION 6.3    Individual Rights of Trustee..............................42
   SECTION 6.4    Trustee's Disclaimer......................................42
   SECTION 6.5    Notice of Defaults........................................42
   SECTION 6.6    Reports by Trustee to Holders.............................42
   SECTION 6.7    Compensation and Indemnity................................42
   SECTION 6.8    Replacement of Trustee....................................43
   SECTION 6.9    Successor Trustee by Merger...............................44
   SECTION 6.10   Appointment of Co-Trustee or Separate Trustee.............44
   SECTION 6.11   Eligibility; Disqualification.............................46
   SECTION 6.12   Preferential Collection of Claims Against Issuer..........46

ARTICLE VII     Noteholders' Lists and Reports..............................46

   SECTION 7.1    Issuer To Furnish Trustee Names and Addresses
                  of Noteholders............................................46
   SECTION 7.2    Preservation of Information; Communications
                  to Noteholders............................................46
   SECTION 7.3    Reports by Issuer.........................................47
   SECTION 7.4    Reports by Trustee........................................47

ARTICLE VIII    Accounts, Disbursements and Releases........................48

   SECTION 8.1    Collection of Money.......................................48
   SECTION 8.2    Trust Accounts............................................48
   SECTION 8.3    General Provisions Regarding Accounts.....................49
   SECTION 8.4    Release of Trust Estate...................................50
   SECTION 8.5    Opinion of Counsel........................................50

ARTICLE IX      Supplemental Indentures.....................................50

   SECTION 9.1    Supplemental Indentures Without Consent of Noteholders....50
   SECTION 9.2    Supplemental Indentures with Consent of Noteholders.......52
   SECTION 9.3    Execution of Supplemental Indentures......................54
   SECTION 9.4    Effect of Supplemental Indenture..........................54
   SECTION 9.5    Conformity With Trust Indenture Act.......................54
   SECTION 9.6    Reference in Notes to Supplemental Indentures.............54

ARTICLE X       Redemption of Notes.........................................54

   SECTION 10.1   Redemption................................................54
   SECTION 10.2   Form of Redemption Notice.................................55
   SECTION 10.3   Notes Payable on Redemption Date..........................56

ARTICLE XI      Miscellaneous...............................................56

   SECTION 11.1   Compliance Certificates and Opinions, etc.................56
   SECTION 11.2   Form of Documents Delivered to Trustee....................58
   SECTION 11.3   Acts of Noteholders.......................................59
   SECTION 11.4   Notices, etc., to Trustee, Issuer and Rating Agencies.....60
   SECTION 11.5   Notices to Noteholders; Waiver............................60
   SECTION 11.6   Alternate Payment and Notice Provisions...................61
   SECTION 11.7   Conflict with Trust Indenture Act.........................61
   SECTION 11.8   Effect of Headings and Table of Contents..................61
   SECTION 11.9   Successors and Assigns....................................61
   SECTION 11.10  Separability..............................................62
   SECTION 11.11  Benefits of Indenture.....................................62
   SECTION 11.12  Legal Holidays............................................62
   SECTION 11.13  GOVERNING LAW.............................................62
   SECTION 11.14  Counterparts..............................................62
   SECTION 11.15  Recording of Indenture....................................62
   SECTION 11.16  Trust Obligation..........................................63
   SECTION 11.17  No Petition...............................................63
   SECTION 11.18  Inspection................................................63


<PAGE>


          INDENTURE dated as of ______________, 200_ , between Structured Asset
Mortgage Investments Trust 200_-_ , a Delaware business trust (the "Issuer"),
and __________________________, a _______________________, as trustee and not in
its individual capacity (the "Trustee").

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

                                 GRANTING CLAUSE

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

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

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

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1 DEFINITIONS.

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

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

          "Affiliate" means, with respect to any specified Person, any other
Person controlling or controlled by or under common control with such specified
Person. For the purposes of this definition, "control" when used with respect to
any specified Person means the power to direct the management and policies of
such Person, directly or indirectly, whether through the ownership of voting
securities, by contract or otherwise; and the terms "controlling" and
"controlled" have meanings correlative to the foregoing. A Person shall not be
deemed to be an Affiliate of any person solely because such other Person has the
contractual right or obligation to manage such Person unless such other Person
controls such Person through equity ownership or otherwise.

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

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

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

          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in The City of New York or
________________, are authorized or obligated by law, regulation or executive
order to remain closed.

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

          "Class" means the class designation of any Note.

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

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

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

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

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

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

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

          "Definitive Notes" has the meaning specified in Section 2.10.

          "Event of Default" has the meaning specified in Section 5.1.

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

          "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary or the Treasurer of
such corporation; and with respect to any partnership, any general partner
thereof.

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

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

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

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

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

          "Interest Rate" means, with respect to the Define the Interest Rate
for each class of Notes.

          "Issuer" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

          "Master Servicing Agreement" means the Master Servicing Agreement,
dated as of _____________, 200_, among the Issuer, the Seller and the Master
Servicer, as the same may be amended or supplemented from time to time.

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

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

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

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

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

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

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

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

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

               (iii) Notes in exchange for or in lieu of other Notes which have
               been authenticated and delivered pursuant to this Indenture
               unless proof satisfactory to the Trustee is presented that any
               such Notes are held by a bona fide purchaser; provided that in
               determining whether the Holders of the requisite Current
               Principal Amount of the Notes have given any request, demand,
               authorization, direction, notice, consent or waiver hereunder or
               under any Basic Document, Notes owned by the Issuer, any other
               obligor upon the Notes, the Seller or any Affiliate of any of the
               foregoing Persons shall be disregarded and deemed not to be
               Outstanding, except that, in determining whether the Trustee
               shall be protected in relying upon any such request, demand,
               authorization, direction, notice, consent or waiver, only Notes
               that a Responsible Officer of the Trustee either actually knows
               to be so owned or has received written notice thereof shall be so
               disregarded. Notes so owned that have been pledged in good faith
               may be regarded as Outstanding if the pledgee establishes to the
               satisfaction of the Trustee the pledgee's right so to act with
               respect to such Notes and that the pledgee is not the Issuer, any
               other obligor upon the Notes, the Seller or any Affiliate of any
               of the foregoing Persons.

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

          "Payment Date" means a Distribution Date.

          "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

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

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

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

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

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

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

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

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

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

          "Trustee" means _______________, a ___________________, not in its
individual capacity but as trustee under this Indenture, or any successor
trustee under this Indenture.

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

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

                                                         Section of Master
         Term                                           Servicing Agreement

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

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

          SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.

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

          "Commission" means the 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 Trustee.

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

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

          SECTION 1.3 RULES OF CONSTRUCTION.

          Unless the context otherwise requires:

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

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

                    (iii) "or" is not exclusive;

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

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


                                   ARTICLE II

                                    THE NOTES

          SECTION 2.1 FORM.

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

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

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

          SECTION 2.2 EXECUTION, AUTHENTICATION AND DELIVERY.

          The Notes shall be executed on behalf of the Issuer by any of its
Authorized Officers. The signature of any such Authorized Officer on the Notes
may be manual or facsimile.

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

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

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

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

          SECTION 2.3 TEMPORARY NOTES.

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

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

          SECTION 2.4 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

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

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

          Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(1) of the UCC are met, the Issuer shall execute
and upon its request the Trustee shall authenticate and the Noteholder shall
obtain from the Trustee, in the name of the designated transferee or
transferees, one or more new Notes, in any authorized denominations, of the same
class and a like aggregate principal amount.

          At the option of the Holder, Notes may be exchanged for other Notes in
any authorized denominations, of the same class and a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(1) of the UCC are met the Issuer shall execute and upon its
request the Trustee shall authenticate and the Noteholder shall obtain from the
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.

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

          Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("Stamp") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as the Trustee may
require.

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

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

          SECTION 2.5 MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

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

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

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

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

          SECTION 2.6 PERSONS DEEMED OWNER.

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

          SECTION 2.7 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

               (a) The Notes shall accrue interest as provided in the forms of
          the Classes of Notes, set forth in Exhibit B, and such interest shall
          be payable on each Distribution Date as specified therein. Any
          installment of interest or principal, if any, payable on any Note
          which is punctually paid or duly provided for by the Issuer on the
          applicable Distribution Date shall be paid to the Person in whose name
          such Note (or one or more Predecessor Notes) is registered on the
          Record Date, by check mailed first class, postage prepaid, to such
          Person's address as it appears on the Note Register on such Record
          Date, except that, unless Definitive Notes have been issued pursuant
          to Section 2.12, with respect to Notes registered on the Record Date
          in the name of the nominee of the Clearing Agency (initially, such
          nominee to be Cede & Co.), payment will be made by wire transfer in
          immediately available funds to the account designated by such nominee
          and except for the final installment of principal payable with respect
          to such Note on a Distribution Date or on the Final Scheduled
          Distribution Date (and except for the Redemption Price for any Note
          called for redemption pursuant to Section 10.1(a)) which shall be
          payable as provided below. The funds represented by any such checks
          returned undelivered shall be held in accordance with Section 3.3.

               (b) The principal of each Note shall be payable in installments
          on each Distribution Date as provided in the forms of the Classes of
          Notes, set forth in Exhibit B. Notwithstanding the foregoing, the
          entire unpaid principal amount of the Notes shall be due and payable,
          if not previously paid, on the date on which an Event of Default shall
          have occurred and be continuing, if the Trustee or the Holders of the
          Notes representing not less than a majority of the Current Principal
          Amount of the Notes have declared the Notes to be immediately due and
          payable in the manner provided in Section 5.2. All principal payments
          on each Class of Notes shall be made pro rata to the Noteholders of
          such Class entitled thereto. The Trustee shall notify the Person in
          whose name a Note is registered at the close of business on the Record
          Date preceding the Distribution Date on which the Issuer expects that
          the final installment of principal of and interest on such Note will
          be paid. Such notice shall be mailed or transmitted by facsimile prior
          to such final Distribution Date and shall specify that such final
          installment will be payable only upon presentation and surrender of
          such Note and shall specify the place where such Note may be presented
          and surrendered for payment of such installment. Notices in connection
          with redemptions of Notes shall be mailed to Noteholders as provided
          in Section 10.2.

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

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

          SECTION 2.8 CANCELLATION.

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

          SECTION 2.9 RELEASE OF COLLATERAL.

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

          SECTION 2.10 BOOK-ENTRY NOTES.

          The Notes, upon original issuance, will be issued in the form of
typewritten Notes representing the Book-Entry Notes, to be delivered to, as
agent for The Depository Trust Company, the initial Clearing Agency, by, or on
behalf of, the Issuer. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Note Owner will receive a Definitive Note representing such Note Owner's
interest in such Note, except as provided in Section 2.12. Unless and until
definitive, fully registered Notes (the "Definitive Notes") have been issued to
Note Owners pursuant to Section 2.12:

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

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

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

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

                    (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 Current
                    Principal Amount of the Notes, the Clearing Agency shall be
                    deemed to represent such percentage only to the extent that
                    it has received instructions to such effect from Note Owners
                    and/or Clearing Agency Participants owning or representing,
                    respectively, such required percentage of the beneficial
                    interest in the Notes and has delivered such instructions to
                    the Trustee.

          SECTION 2.11 NOTICES TO CLEARING AGENCY.

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

          SECTION 2.12 DEFINITIVE NOTES.

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


<PAGE>


                                   ARTICLE III

                                    COVENANTS

          SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST.

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

          SECTION 3.2 MAINTENANCE OF OFFICE OR AGENCY.

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

          SECTION 3.3 MONEY FOR PAYMENTS TO BE HELD IN TRUST.

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

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

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

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

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

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

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

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

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

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

          SECTION 3.4 EXISTENCE.

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

          SECTION 3.5 PROTECTION OF TRUST ESTATE.

          The Issuer will from time to time prepare (or shall cause to be
prepared), execute and deliver all such supplements and amendments hereto and
all such financing statements, continuation statements, instruments of further
assurance and other instruments, and will take such other action necessary or
advisable to:

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

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

                    (iii) enforce any of the Collateral; or

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

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

          SECTION 3.6 OPINIONS AS TO TRUST ESTATE.

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

               (b) Within ____ days after the beginning of each calendar year,
          beginning with the first calendar year beginning more than three
          months after the Cut-off Date, the Issuer shall furnish to the Trustee
          an Opinion of Counsel either stating that, in the opinion of such
          counsel, such action has been taken with respect to the recording,
          filing, re-recording and refiling of this Indenture, any indentures
          supplemental hereto and any other requisite documents and with respect
          to the execution and filing of any financing statements and
          continuation statements as are necessary to maintain the lien and
          security interest created by this Indenture and reciting the details
          of such action or stating that in the opinion of such counsel no such
          action is necessary to maintain such lien and security interest. Such
          Opinion of Counsel shall also describe the recording, filing,
          re-recording and refiling of this Indenture, any indentures
          supplemental hereto and any other requisite documents and the
          execution and filing of any financing statements and continuation
          statements that will, in the opinion of such counsel, be required to
          maintain the lien and security interest of this Indenture until
          January 30 in the following calendar year.

          SECTION 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF MORTGAGE LOANS.

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

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

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

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

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

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

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

          SECTION 3.8 NEGATIVE COVENANTS.

          So long as any Notes are Outstanding, the Issuer shall not:

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

                    (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; or

                    (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 (other than tax liens, mechanics' liens and other
                    liens that arise by operation of law, in each case on a
                    Mortgage Loan and arising solely as a result of an action or
                    omission of the related Mortgagor) or (C) permit the lien of
                    this Indenture not to constitute a valid first priority
                    (other than with respect to any such tax, mechanics' or
                    other lien) security interest in the Trust Estate.

          SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE.

          The Issuer will deliver to the Trustee, within ___ days after the end
of each fiscal year of the Issuer (commencing with the fiscal year 200_ ), and
otherwise in compliance with the requirements of TIA Section 314(a)(4) an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that

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

                    (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 the compliance
                    of any such condition or covenant, specifying each such
                    default known to such Authorized Officer and the nature and
                    status thereof.

          SECTION 3.10 ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.


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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 3.11 SUCCESSOR OR TRANSFEREE.

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

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

          SECTION 3.12 NO OTHER BUSINESS.

          The Issuer shall not engage in any business other than financing,
purchasing, owning, selling and managing the Mortgage Loans in the manner
contemplated by this Indenture and the Basic Documents and activities incidental
thereto.

          SECTION 3.13 NO BORROWING.

          The Issuer shall not issue, incur, assume, guarantee or otherwise
become liable, directly or indirectly, for any indebtedness except for the
Notes.

          SECTION 3.14 MASTER SERVICER'S OBLIGATIONS.

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

        SECTION 3.15 GUARANTEES, MORTGAGE LOANS, ADVANCES AND OTHER LIABILITIES.

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

          SECTION 3.16 CAPITAL EXPENDITURES.

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

          SECTION 3.17 RESERVED.

          SECTION 3.18 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 or to the Master
Servicer, (ii) redeem, purchase, retire or otherwise acquire for value any such
ownership or equity interest or security or (iii) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Issuer
may make, or cause to be made, distributions to the Master Servicer, the Owner
Trustee, the Trustee and the Certificateholders as permitted by, and to the
extent funds are available for such purpose under, the Master Servicing
Agreement or Trust Agreement. The Issuer will not, directly or indirectly, make
payments to or distributions from the Collection Account except in accordance
with this Indenture and the Basic Documents.

          SECTION 3.19 NOTICE OF EVENTS OF DEFAULT.

          The Issuer agrees to give the Trustee and the Rating Agencies prompt
written notice of each Event of Default hereunder and each default on the part
of the Master Servicer or the Seller of its obligations under the Master
Servicing Agreement.

          SECTION 3.20 FURTHER INSTRUMENTS AND ACTS.

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


<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

          SECTION 4.1 SATISFACTION AND DISCHARGE OF INDENTURE.

          This Indenture shall cease to be of further effect with respect to the
Notes except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 3.3, 3.4, 3.5, 3.8, 3.10, 3.12 and 3.13, (v) the rights, obligations
and immunities of the Trustee hereunder (including the rights of the Trustee
under Section 6.7 and the obligations of the Trustee under Section 4.2) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Trustee payable to all or any of them, and the Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

                        (A)  either

                        (1) all Notes theretofore authenticated and delivered
                        (other than (i) Notes that have been destroyed, lost or
                        stolen and that have been replaced or paid as provided
                        in Section 2.5 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 3.3) have been delivered to the Trustee for
                        cancellation; or

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

                    (i) have become due and payable,

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

                    (iii) are to be called for redemption within one year under
                    arrangements satisfactory to the Trustee for the giving of
                    notice of redemption by the Trustee in the name, and at the
                    expense, of the Issuer, and the Issuer, in the case of (i),
                    (ii) or (iii) above, has irrevocably deposited or caused to
                    be irrevocably deposited with the Trustee cash or direct
                    obligations of or obligations guaranteed by the United
                    States of America (which will mature prior to the date such
                    amounts are payable), in trust for such purpose, in an
                    amount sufficient to pay and discharge the entire
                    indebtedness on such Notes not theretofore delivered to the
                    Trustee for cancellation when due to the Final Scheduled
                    Distribution Date or Redemption Date (if Notes shall have
                    been called for redemption pursuant to Section10.1(a)), as
                    the case may be;

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

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

          SECTION 4.2 APPLICATION OF TRUST MONEY.

          All moneys deposited with the Trustee pursuant to Section 4.1 hereof
shall be held in trust and applied by it, in accordance with the provisions of
the Notes and this Indenture, to the payment, either directly or through any
Paying Agent, as the Trustee may determine, to the Holders of the particular
Notes for the payment or redemption of which such moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Master Servicing Agreement or required by law.

          SECTION 4.3 REPAYMENT OF MONEYS HELD BY PAYING AGENT.

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


<PAGE>


                                    ARTICLE V

                                    REMEDIES

          SECTION 5.1 EVENTS OF DEFAULT.

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

                    (i) a default for ______ days or more in the payment of any
                    principal of or interest on any Note; or

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

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

                    (iv) 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 ______ consecutive days; or

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

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

          SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.

          If an Event of Default should occur and be continuing, then and in
every such case the Trustee or the Holders of Notes representing not less than a
majority of the Current Principal Amount of the Notes may declare the principal
or if any Note is a [Zero Coupon Security], such portion of the principal amount
as specified in the Note to be immediately due and payable, by a notice in
writing to the Issuer (and to the Trustee if given by Noteholders), and upon any
such declaration the unpaid principal amount of such Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

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

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

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

                        (B) all sums paid or advanced by the Trustee hereunder
                         and the reasonable compensation, expenses,
                         disbursements and advances of the 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 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

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

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

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

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

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

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

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

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

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

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

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

          SECTION 5.4 REMEDIES; PRIORITIES.

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

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

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

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

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

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

               FIRST: to the Trustee for amounts due under Section 6.7;

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

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

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

          SECTION 5.5 OPTIONAL PRESERVATION OF THE MORTGAGE LOANS.

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

          SECTION 5.6 LIMITATION OF SUITS.

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

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

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

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

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

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

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

          SECTION 5.7 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST.

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

          SECTION 5.8 RESTORATION OF RIGHTS AND REMEDIES.

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

          SECTION 5.9 RIGHTS AND REMEDIES CUMULATIVE.

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

          SECTION 5.10 DELAY OR OMISSION NOT A WAIVER.

          No delay or omission of the Trustee or any Holder of any Note to
exercise any right or remedy accruing upon any Default or Event of Default shall
impair any such right or remedy or constitute a waiver of any such Default or
Event of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Trustee or to the Noteholders may be exercised
from time to time, and as often as may be deemed expedient, by the Trustee or by
the Noteholders, as the case may be.

          SECTION 5.11 CONTROL BY NOTEHOLDERS.

          The Holders of a majority of the Current Principal Amount of the Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee with respect to the Notes or
exercising any trust or power conferred on the Trustee; provided that

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

                    (ii) subject to the express terms of Section 5.4, any
                    direction to the Trustee to sell or liquidate the Trust
                    Estate shall be by the Holders of Notes representing not
                    less than _____% of the Current Principal Amount of the
                    Notes;

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

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

          SECTION 5.12 WAIVER OF PAST DEFAULTS.

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

          SECTION 5.13 UNDERTAKING FOR COSTS.

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

          SECTION 5.14 WAIVER OF STAY OR EXTENSION LAWS.

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

         SECTION 5.15        ACTION ON NOTES.

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

          SECTION 5.16 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

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

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

                                   ARTICLE VI

                                   THE TRUSTEE

          SECTION 6.1 DUTIES OF TRUSTEE.

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 6.2 RIGHTS OF TRUSTEE.

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

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

               (c) The Trustee may execute any of the trusts or powers hereunder
          or perform any duties hereunder either directly or by or through
          agents or attorneys or a custodian or nominee, and the Trustee shall
          not be responsible for any misconduct or negligence on the part of, or
          for the supervision of, ______________, or any other such agent,
          attorney, custodian or nominee appointed with due care by it
          hereunder.

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

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

          SECTION 6.3 INDIVIDUAL RIGHTS OF TRUSTEE.

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

          SECTION 6.4 TRUSTEE'S DISCLAIMER.

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

          SECTION 6.5 NOTICE OF DEFAULTS.

          If a Default occurs and is continuing and if it is either actually
known or written notice of the existence thereof has been delivered to a
Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder
notice of the Default within ___ days after such knowledge or notice occurs.
Except in the case of a Default in payment of principal of or interest on any
Note (including payments pursuant to the mandatory redemption provisions of such
Note), the Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

          SECTION 6.6 REPORTS BY TRUSTEE TO HOLDERS.

          The Trustee shall deliver to each Noteholder such information as may
be reasonably required to enable such Holder to prepare its Federal and state
income tax returns.

          SECTION 6.7 COMPENSATION AND INDEMNITY.

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

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

          SECTION 6.8 REPLACEMENT OF TRUSTEE.

          The Trustee may resign at any time by so notifying the Issuer. The
Holders of a [majority] in Current Principal Amount of the Notes may remove the
Trustee by so notifying the Trustee and may appoint a successor Trustee. The
Issuer shall remove the Trustee if:

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

                    (ii) the Trustee is adjudged a bankrupt or insolvent.

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

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

          If a successor Trustee does not take office within ____ days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of a majority in Current Principal Amount of the Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

          Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to Section 6.8 and payment of all fees and expenses owed to the
outgoing Trustee.

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

          SECTION 6.9 SUCCESSOR TRUSTEE BY MERGER.

          If the Trustee consolidates with, merges or converts into, or
transfers all or substantially all its corporate trust business or assets to,
another corporation or banking association, the resulting, surviving or
transferee corporation without any further act shall be the successor Trustee.
The Trustee shall provide the Rating Agencies prior written notice of any such
transaction.

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

          SECTION 6.10 APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE.

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

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

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

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

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

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

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

          SECTION 6.11 ELIGIBILITY; DISQUALIFICATION.

          The Trustee shall at all times satisfy the requirements of TIA Section
310(a).The Trustee shall have a combined capital and surplus of at least
$_______________ as set forth in its most recent published annual report of
condition and it shall have a long term debt rating of _______ or better by the
Rating Agencies. The Trustee shall comply with TIA Section 310(b), including the
optional provision permitted by the second sentence of TIA Section 310(b)(9);
provided, however, that there shall be excluded from the operation of TIA
Section310(b)(1) any indenture or indentures under which other securities of the
Issuer are outstanding if the requirements for such exclusion set forth in TIA
Section 310(b)(1) are met.

          SECTION 6.12 PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.

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

                                   ARTICLE VII

                         Noteholders' Lists and Reports

          SECTION 7.1 ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS.

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

          SECTION 7.2 PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

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

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

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

          SECTION 7.3 REPORTS BY ISSUER.

               (a) The Issuer shall:

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

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

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

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

          SECTION 7.4 REPORTS BY TRUSTEE.

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

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

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

          SECTION 8.1 COLLECTION OF MONEY.

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

          SECTION 8.2 TRUST ACCOUNTS.

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

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

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

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

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

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

          SECTION 8.3 GENERAL PROVISIONS REGARDING ACCOUNTS.

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

                  (b)      Reserved

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

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

          SECTION 8.4 RELEASE OF TRUST ESTATE.

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

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

          SECTION 8.5 OPINION OF COUNSEL.

          The Trustee shall receive at least seven days' notice when requested
by the Issuer to take any action pursuant to Section 8.4(a), accompanied by
copies of any instruments involved, and the Trustee shall also require as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Trustee, stating the legal effect of any such action,
outlining the steps required to complete the same, and concluding that all
conditions precedent to the taking of such action have been complied with and
such action will not materially and adversely impair the security for the Notes
or the rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be required
to express an opinion as to the fair value of the Trust Estate. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Trustee in connection with any such action.

                                   ARTICLE IX

                             Supplemental Indentures

          SECTION 9.1 SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

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

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

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

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

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

                    (v) to cure any ambiguity, to correct or supplement any
                    provision herein or in any supplemental indenture which may
                    be inconsistent with any other provision herein or in any
                    supplemental indenture or to make any other provisions with
                    respect to matters or questions arising under this Indenture
                    or in any supplemental indenture, provided that such action
                    shall not adversely affect the interests of the Holders of
                    the Notes;

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

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

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

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

          SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.

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

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

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

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

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

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

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

                    (vii) modify any of the provisions of this Indenture in such
                    manner as to affect the calculation of the amount of any
                    payment of interest or principal due on any Note on any
                    Distribution Date (including the calculation of any of the
                    individual components of such calculation) or to affect the
                    rights of the Holders of Notes to the benefit of any
                    provisions for the mandatory redemption of the Notes
                    contained herein; or

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

          The Trustee may determine whether or not any Notes would be affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holders of all Notes, whether theretofore or thereafter authenticated
and delivered hereunder. The Trustee shall not be liable for any such
determination made in good faith.

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

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

          SECTION 9.3 EXECUTION OF SUPPLEMENTAL INDENTURES.

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

          SECTION 9.4 EFFECT OF SUPPLEMENTAL INDENTURE.

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

          SECTION 9.5 CONFORMITY WITH TRUST INDENTURE ACT.

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

          SECTION 9.6 REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.

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

                                    ARTICLE X

                               Redemption of Notes

          SECTION 10.1 REDEMPTION.

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

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

          SECTION 10.2 FORM OF REDEMPTION NOTICE.

               (a) Notice of redemption under Section 10.1(a) shall be given by
          the Trustee by facsimile or by first class mail, postage prepaid,
          transmitted or mailed prior to the applicable Redemption Date to each
          Holder of Class ____ Notes, as of the close of business on the Record
          Date preceding the applicable Redemption Date, at such Holder's
          address appearing in the Note Register.

All notices of redemption shall state:

                    (i) the Redemption Date;

                    (ii) the Redemption Price;

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

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

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

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

          SECTION 10.3 NOTES PAYABLE ON REDEMPTION DATE.

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

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.1 COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

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

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

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

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

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

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

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

                    (vi) Other than with respect to the release of any Purchased
                    Mortgage Loans or liquidated Mortgage Loans, whenever any
                    property or securities are to be released from the lien of
                    this Indenture, the Issuer shall also furnish to the Trustee
                    an Officer's Certificate certifying or stating the opinion
                    of each person signing such certificate as to the fair value
                    (within ___ 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.

to the Trustee an Officer's Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within ___ 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.

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

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

          SECTION 11.2 FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

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

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

          SECTION 11.3 ACTS OF NOTEHOLDERS.

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

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

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

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

          SECTION 11.4 NOTICES, ETC., TO TRUSTEE, ISSUER AND RATING AGENCIES.

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

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

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

          Notices required to be given to the Rating Agencies by the Issuer, the
Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of ______________, at the following address:
_______________________ and (ii) in the case of _______________, at the
following address: _______________________; or as to each of the foregoing, at
such other address as shall be designated by written notice to the other
parties.

          SECTION 11.5 NOTICES TO NOTEHOLDERS; WAIVER.

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

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

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

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

          SECTION 11.6 ALTERNATE PAYMENT AND NOTICE PROVISIONS.

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

          SECTION 11.7 CONFLICT WITH TRUST INDENTURE ACT.

          If any provision hereof limits, qualifies or conflicts with another
provision hereof that is required to be included in this indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.

          The provisions of TIA Sections 310 through 317 that impose duties on
any person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

          SECTION 11.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS

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

          SECTION 11.9 SUCCESSORS AND ASSIGNS

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

          SECTION 11.10 SEPARABILITY.

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

          SECTION 11.11 BENEFITS OF INDENTURE.

          Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any
other person with an Ownership interest in any part of the Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

          SECTION 11.12 LEGAL HOLIDAYS.

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

          SECTION 11.13 GOVERNING LAW.

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

          SECTION 11.14 COUNTERPARTS.

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

          SECTION 11.15 RECORDING OF INDENTURE.

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

          SECTION 11.16 TRUST OBLIGATION.

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

          SECTION 11.17 NO PETITION.

          The Trustee, by entering into this Indenture, and each Noteholder, by
accepting a Note, hereby covenant and agree that they will not at any time
institute against the Seller, the holder of the GP Interest or the Trust, or
join in any institution against the Seller, the holder of the GP Interest or the
Trust of, any bankruptcy, reorganization, arrangement, insolvency or liquidation
proceedings, or other proceedings under any United States Federal or state
bankruptcy or similar law in connection with any obligations relating to the
Notes, this Indenture or any of the Basic Documents.

          SECTION 11.18 INSPECTION.

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

                       THIS SPACE LEFT INTENTIONALLY BLANK



<PAGE>


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




------------------------,
not in its individual capacity but
solely as Owner Trustee,

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



-------------------------,
not in its individual capacity
but solely as Trustee,

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



<PAGE>



                                    EXHIBIT A
                             Mortgage Loan Schedule



<PAGE>



                                    EXHIBIT B
                                  Form of Note

REGISTERED        $

No.

SEE REVERSE FOR CERTAIN DEFINITIONS

CUSIP NO.

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

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

CLASS _____ ____% MORTGAGE-BACKED NOTES

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

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

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

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

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



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




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



Date:
       -----------------------------



<PAGE>



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION



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

Date:
       -----------------------------

______________, not in its
individual capacity but solely as
Trustee,

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

REVERSE OF NOTE

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its Class ___ % Mortgage-Backed Notes (herein called the "Class ___ Notes"),
all issued under an Indenture dated as of, 200_ (such indenture, as supplemented
or amended, is herein called the "Indenture"), between the Issuer and _________,
as trustee (the "Trustee", which term includes any successor Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Trustee and the Holders of the Notes. The Notes
are subject to all terms of the Indenture. All terms used in this Note that are
defined in the Indenture, as supplemented or amended, shall have the meanings
assigned to them in or pursuant to the Indenture, as so supplemented or amended.

          The Class ___, Class ___ and Class ___ Notes (together, the "Notes")
are and will be equally and ratably secured by the collateral pledged as
security therefor as provided in the Indenture.

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

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

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

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

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

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

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

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

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing a
majority of the Current Principal Amount of all Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Current Principal Amount of the Notes,
on behalf of the Holders of all the Notes, to waive compliance by the Issuer
with certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and binding
upon such Holder and upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Note. The
Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of Holders of the
Notes issued thereunder.

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

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

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

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

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

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



<PAGE>

                                   ASSIGNMENT

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

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

(name and address of assignee)

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

Dated:
        ----------------------------
Signature Guaranteed:
                     ---------------------------------------

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