<PAGE>

                                                                     EXHIBIT 4.2


               FIRST HORIZON HOME EQUITY LOAN TRUST 200[ ]-[ ],

                                    Issuer

                                      AND

                               [______________]

                               INDENTURE TRUSTEE

                         ____________________________


                                   INDENTURE

                         Dated as of _________, 200[]

                         ____________________________


             HOME EQUITY LOAN ASSET BACKED NOTES SERIES 200[]-[]
<PAGE>

     Cross-reference sheet showing the location in the indenture of the
provisions inserted pursuant to Sections 310 through 318(a) inclusive of the
Trust Indenture Act of 1939.

<TABLE>
<CAPTION>
         TIA                                                                          Indenture Section
         ---                                                                          -----------------
<S>                                                                                   <C>
Section 310
(a) (1)...............................................................................               6.11
(a) (2)...............................................................................               6.11
(a) (3)...............................................................................         6.10(b)(i)
(a) (4)...............................................................................     Not Applicable
(a) (5)...............................................................................               6.11
(b)...................................................................................               6.11
 ......................................................................................               6.08
 ......................................................................................              11.05
(c)...................................................................................     Not Applicable

Section 311...........................................................................
(a)...................................................................................               6.12
(b)...................................................................................               6.12

Section 312
(a)...................................................................................         7.01(a)(i)
 ......................................................................................         7.02(a)(i)
(b)...................................................................................        7.02(a)(ii)
(c)...................................................................................       7.02(a)(iii)

Section 313
(a)...................................................................................               7.04
(b)...................................................................................               7.04
(c)...................................................................................               7.04
 ......................................................................................              11.05
(d)...................................................................................               7.04

Section 314
(a)...................................................................................               7.03
 ......................................................................................              11.05
 ......................................................................................               3.11
(b) (1)...............................................................................               2.03
(b) (2)...............................................................................               3.07
(c) (1)...............................................................................               2.03
 ......................................................................................               4.10
 ......................................................................................              11.01
(c) (2)...............................................................................               2.03
 ......................................................................................               4.10
 ......................................................................................              11.01
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                                        <C>
(c) (3)...............................................................................               1.01
 ......................................................................................               2.02
(d) (1)...............................................................................               1.01
 ......................................................................................               8.05
(d) (2)...............................................................................               1.01
 ......................................................................................     Not Applicable
(d) (3)...............................................................................               1.01
 ......................................................................................               2.02
(e)...................................................................................              11.01

Section 315
(a)...................................................................................            6.01(b)
 ......................................................................................         6.01(c)(i)
(b)...................................................................................               6.05
 ......................................................................................              11.05
(c)...................................................................................            6.01(a)
(d)...................................................................................            6.01(c)
(d) (1)...............................................................................            6.01(b)
(d) (2)...............................................................................        6.01(c)(ii)
(d) (3)...............................................................................       6.01(c)(iii)
(e)...................................................................................               5.16

Section 316
(a) (1) (A)...........................................................................               5.11
 ......................................................................................               8.01
(a) (1)(B)............................................................................               5.02
 ......................................................................................               5.12
(a) (2)...............................................................................     Not Applicable
(b)...................................................................................               5.07
(c)...................................................................................     Not Applicable
 ......................................................................................

Section 317
(a) (1)...............................................................................               5.03
(a) (2)...............................................................................        5.03(d)(iv)
(b)...................................................................................               3.03

Section 318
(a)...................................................................................              11.07
</TABLE>

                                     -ii-
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
ARTICLE I - Definition......................................................................   2
     Section 1.01.  Definitions.............................................................   2
     Section 1.02.  Incorporation by Reference of Trust Indenture Act.......................   2
     Section 1.03.  Rules of Construction...................................................   2

ARTICLE II - Original Issuance of Notes.....................................................   3
     Section 2.01.  Form....................................................................   3
     Section 2.02.  Execution, Authentication and Delivery..................................   3
     Section 2.03.  Opinions of Counsel.....................................................   4

ARTICLE III - Covenants.....................................................................   4
     Section 3.01.  Collection of Payments on Mortgage Loan Accounts........................   4
     Section 3.02.  Maintenance of Office or Agency.........................................   4
     Section 3.03.  Money for Payments To Be Held in Trust; Paying Agent;
                    Certificate Paying Agent................................................   4
     Section 3.04.  Existence...............................................................   6
     Section 3.05.  Payment of Principal and Interest; Defaulted Interest...................   7
     Section 3.06.  Protection of Trust Estate..............................................   9
     Section 3.07.  Opinions as to Trust Estate.............................................   9
     Section 3.08.  [Reserved]..............................................................  10
     Section 3.09.  Performance of Obligations; Sale and Servicing Agreement................  10
     Section 3.10.  Negative Covenants......................................................  12
     Section 3.11.  Annual Statement as to Compliance.......................................  12
     Section 3.12.  Recording of Assignments................................................  12
     Section 3.13.  Representations and Warranties Concerning the Mortgage Loans............  13
     Section 3.14.  Indenture Trustee's Review of Related Documents.........................  13
     Section 3.15.  Trust Estate; Related Documents.........................................  14
     Section 3.16.  Amendments to Sale and Servicing Agreement..............................  15
     Section 3.17.  Master Servicer as Agent and Bailee of Indenture Trustee................  15
     Section 3.18.  Investment Company Act..................................................  15
     Section 3.19.  Issuer May Consolidate, etc., Only on Certain Terms.....................  15
     Section 3.20.  Successor or Transferee.................................................  17
     Section 3.21.  No Other Business.......................................................  17
     Section 3.22.  No Borrowing............................................................  17
     Section 3.23.  Guarantees, Loans, Advances and Other Liabilities.......................  17
     Section 3.24.  Capital Expenditures....................................................  18
     Section 3.25.  [Reserved]..............................................................  18
     Section 3.26.  Restricted Payments.....................................................  18
     Section 3.27.  Notice of Events of Default.............................................  18
     Section 3.28.  Further Instruments and Acts............................................  18
     Section 3.29.  Statements to Noteholders...............................................  18
</TABLE>

                                     -iii-
<PAGE>

                          TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
     Section 3.30.  [Reserved] [Grant of the Additional Loans...............................  18
     Section 3.31.  [Determination of Note Rate and Certificate Rate........................  19
     Section 3.32.  [Payments under the Credit Enhancement Instrument.......................  20
     Section 3.33.  [Replacement Credit Enhancement Instrument..............................  20

ARTICLE IV - The Notes; Satisfaction and Discharge of Indenture.............................  21
     Section 4.01.  The Notes...............................................................  21
     Section 4.02.  Registration of and Limitations on Transfer and
                    Exchange of Notes; Appointment of Certificate Registrar.................  22
     Section 4.03.  Mutilated, Destroyed, Lost or Stolen Notes..............................  22
     Section 4.04.  Persons Deemed Owners...................................................  23
     Section 4.05.  Cancellation............................................................  23
     Section 4.06.  Book-Entry Notes........................................................  24
     Section 4.07.  Notices to Depository...................................................  24
     Section 4.08.  Definitive Notes........................................................  25
     Section 4.09.  Tax Treatment...........................................................  25
     Section 4.10.  Satisfaction and Discharge of Indenture.................................  25
     Section 4.11.  Application of Trust Money..............................................  26
     Section 4.12.  [Subrogation and Cooperation............................................  26
     Section 4.13.  Repayment of Moneys Held by Paying Agent................................  27

ARTICLE V - Remedies........................................................................  27
     Section 5.01.  Events of Default.......................................................  27
     Section 5.02.  Acceleration of Maturity; Rescission and Annulment......................  28
     Section 5.03.  Collection of Indebtedness and Suits for Enforcement
                    by Indenture Trustee....................................................  28
     Section 5.04.  Remedies; Priorities....................................................  30
     Section 5.05.  Optional Preservation of the Trust Estate...............................  32
     Section 5.06.  Limitation of Suits.....................................................  32
     Section 5.07.  Unconditional Rights of Noteholders To Receive
                    Principal and Interest..................................................  33
     Section 5.08.  Restoration of Rights and Remedies......................................  33
     Section 5.09.  Rights and Remedies Cumulative..........................................  33
     Section 5.10.  Delay or Omission Not a Waiver..........................................  34
     Section 5.11.  Control by Noteholders..................................................  34
     Section 5.12.  Waiver of Past Defaults.................................................  34
     Section 5.13.  Undertaking for Costs...................................................  35
     Section 5.14.  Waiver of Stay or Extension Laws........................................  35
     Section 5.15.  Sale of Trust Estate....................................................  35
     Section 5.16.  Action on Notes.........................................................  37
     Section 5.17.  Performance and Enforcement of Certain Obligations......................  37
</TABLE>

                                     -iv-
<PAGE>

                          TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
ARTICLE VI - The Indenture Trustee..........................................................  38
     Section 6.01.  Duties of Indenture Trustee.............................................  38
     Section 6.02.  Rights of Indenture Trustee.............................................  39
     Section 6.03.  Individual Rights of Indenture Trustee..................................  39
     Section 6.04.  Indenture Trustee's Disclaimer..........................................  40
     Section 6.05.  Notice of Event of Default..............................................  40
     Section 6.06.  Reports by Indenture Trustee to Holders.................................  40
     Section 6.07.  Compensation and Indemnity..............................................  40
     Section 6.08.  Replacement of Indenture Trustee........................................  41
     Section 6.09.  Successor Indenture Trustee by Merger...................................  42
     Section 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture Trustee.......  42
     Section 6.11.  Eligibility; Disqualification...........................................  43
     Section 6.12.  Preferential Collection of Claims Against Issuer........................  43
     Section 6.13.  Representation and Warranty.............................................  43
     Section 6.14.  Directions to Indenture Trustee.........................................  43
     Section 6.15.  No Consent to Certain Acts of Depositor.................................  44

ARTICLE VII - Noteholders' Lists and Reports................................................  44
     Section 7.01.  Issuer To Furnish Indenture Trustee Names and
                    Addresses of Noteholders................................................  44
     Section 7.02.  Preservation of Information; Communications to Noteholders..............  44
     Section 7.03.  Reports by Issuer.......................................................  44
     Section 7.04.  Reports by Indenture Trustee............................................  45

ARTICLE VIII - Accounts, Disbursements and Releases.........................................  45
     Section 8.01.  Collection of Money.....................................................  45
     Section 8.02.  Trust Accounts..........................................................  45
     Section 8.03.  Opinion of Counsel......................................................  47
     Section 8.04.  Termination Upon Distribution to Noteholders............................  47
     Section 8.05.  Release of Trust Estate.................................................  47
     Section 8.06.  Surrender of Notes Upon Final Payment...................................  48

ARTICLE IX - Supplemental Indentures........................................................  48
     Section 9.01.  Supplemental Indentures Without Consent of Noteholders..................  48
     Section 9.02.  Supplemental Indentures With Consent of Noteholders.....................  49
     Section 9.03.  Execution of Supplemental Indentures....................................  51
     Section 9.04.  Effect of Supplemental Indenture........................................  51
     Section 9.05.  Conformity with Trust Indenture Act.....................................  51
     Section 9.06.  Reference in Notes to Supplemental Indentures...........................  51

ARTICLE X - [Reserved]......................................................................  51
</TABLE>

                                      -v-
<PAGE>

                          TABLE OF CONTENTS (cont'd)

<TABLE>
<CAPTION>
                                                                                             Page
                                                                                             ----
<S>                                                                                          <C>
ARTICLE XI - Miscellaneous..................................................................  51
     Section 11.01. Compliance Certificates and Opinions, etc...............................  51
     Section 11.02. Form of Documents Delivered to Indenture Trustee........................  53
     Section 11.03. Acts of Noteholders.....................................................  54
     Section 11.04. Notices, etc., to Indenture Trustee, Issuer, [Credit Enhancer]
                    and Rating Agencies.....................................................  55
     Section 11.05. Notices to Noteholders; Waiver..........................................  55
     Section 11.06. Alternate Payment and Notice Provisions.................................  56
     Section 11.07. Conflict with Trust Indenture Act.......................................  56
     Section 11.08. Effect of Headings......................................................  56
     Section 11.09. Successors and Assigns..................................................  56
     Section 11.10. Separability............................................................  56
     Section 11.11. Benefits of Indenture...................................................  57
     Section 11.12. Legal Holidays..........................................................  57
     Section 11.13. GOVERNING LAW...........................................................  57
     Section 11.14. Counterparts............................................................  57
     Section 11.15. Recording of Indenture..................................................  57
     Section 11.16. Issuer Obligation.......................................................  57
     Section 11.17. No Petition.............................................................  58
     Section 11.18. Inspection..............................................................  58
     Section 11.19. Authority of the Administrator..........................................  58
</TABLE>

EXHIBITS

Exhibit A -Form of Note
Exhibit B -Mortgage Loan Schedule

                                     -vi-
<PAGE>

     This Indenture, dated as of ______, 200[ ], between FIRST HORIZON HOME
EQUITY LOAN TRUST 200[ ]-[ ], a [state] business trust, as Issuer (the
"Issuer"), and [________________], as Indenture Trustee (the "Indenture
Trustee"),

                               WITNESSETH THAT:

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's Home Equity
Loan Asset Backed Notes, Series 200[ ]-[ ] (the "Notes").

                                GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created (a) the Mortgage Loans and all monies and proceeds due thereon after the
Cut-off Date (exclusive of payments in respect of accrued interest due on a
prior to the Cut-off Date or due in the month of ___________), (b) an assignment
of the Depositor's rights under the Mortgage Loan Purchase Agreement, (c) all
funds on deposit in the Funding Account, including all income from the
investment and reinvestment of funds therein, (d) all funds on deposit from time
to time in the Collection Account allocable to the Mortgage Loans; (e) all funds
on deposit from time to time in the Payment Account and in all proceeds thereof;
[(f) the Policy]; (g) all Additional Balances; (h) all REO properties; and (i)
all present and future claims, demands, causes and choses in action in respect
of any or all of the foregoing and all payments on or under, and all proceeds of
every kind and nature whatsoever in respect of, any or all of the foregoing and
all payments on or under, and all proceeds of every kind and nature whatsoever
in the conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, checks, deposit accounts, rights to payment of any and every kind
(including but not limited to all proceeds of any hazard insurance policy with
respect to any Mortgaged Property), and other forms of obligations and
receivables, instruments and other property which at any time constitute all or
part of or are included in the proceeds of any of the foregoing (collectively,
the "Trust Estate" or the "Collateral").

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

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

                                      -1-
<PAGE>

                                   ARTICLE I

                                  Definition

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

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

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Notes.

          "indenture security holder" means a Noteholder.

          "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

          (iii) "or" is not exclusive;

          (iv)  "including" means including without limitation;

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

                                      -2-
<PAGE>

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

                                  ARTICLE II

                          Original Issuance of Notes

     Section 2.01.  Form. The Notes together with the Indenture Trustee's
certificate of authentication, shall be in substantially the forms set forth in
Exhibit A with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

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

     The terms of the Notes set forth in Exhibit A are part of the terms of this
Indenture.

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

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

     The Indenture Trustee shall upon Issuer Request authenticate and deliver
Notes for original issue in an aggregate initial principal amount of
$[______________]. The aggregate principal amount of Notes outstanding at any
time may not exceed $[_________________].

     Each Note shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes in the minimum initial Security Balances of
$[________] and in integral multiples of $[______] in excess thereof.

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

                                      -3-
<PAGE>

one of its authorized signatories, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

     Section 2.03.  Opinions of Counsel. On the Closing Date, the Indenture
Trustee shall have received: (i) an Opinion of Counsel, in form and substance
reasonably satisfactory to the Indenture Trustee and its counsel, with respect
to securities law matters; (ii) an Opinion of Counsel, in form and substance
reasonably satisfactory to the Indenture Trustee and its counsel, with respect
to the tax status of the arrangement created by the Indenture; and (iii) an
Opinion of Counsel to the Issuer, in form and substance reasonably satisfactory
to the Indenture Trustee and its counsel, with respect to the due authorization,
valid execution and delivery of this Indenture and with respect to its binding
effect on the Issuer.

                                  ARTICLE III

                                   Covenants

     Section 3.01.  Collection of Payments on Mortgage Loan Accounts. The
Indenture Trustee shall establish and maintain with itself a trust account (the
"Payment Account") in which the Indenture Trustee shall, subject to the terms of
this paragraph, deposit, on the same day as it is received from the Master
Servicer, each remittance received by the Indenture Trustee with respect to the
Mortgage Loans. The Indenture Trustee shall make all payments of principal of
and interest on the Notes, subject to Section 3.03 as provided in Section 3.05
herein from moneys on deposit in the Payment Account.

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

     Section 3.03.  Money for Payments To Be Held in Trust; Paying Agent;
Certificate Paying Agent. (a) As provided in Section 3.01, all payments of
amounts due and payable with respect to any Notes that are to be made from
amounts withdrawn from the Payment Account pursuant to Section 3.01 shall be
made on behalf of the Issuer by the Indenture Trustee or by the Paying Agent,
and no amounts so withdrawn from the Payment Account for payments of Notes shall
be paid over to the Issuer except as provided in this Section 3.03.

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

                                      -4-
<PAGE>

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

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

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

          (iv)  immediately resign as Paying Agent and forthwith pay to the
     Indenture Trustee all sums held by it in trust for the payment of Notes if
     at any time it ceases to meet the standards required to be met by a Paying
     Agent at the time of its appointment; 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 Request
direct any Paying Agent to pay to the Indenture Trustee all sums held in trust
by such Paying Agent, such sums to be held by the Indenture Trustee upon the
same trusts as those upon which the sums were held by such Paying Agent; and
upon such payment by any Paying Agent to the Indenture Trustee, such Paying
Agent shall be released from all further liability with respect to such money.

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

                                      -5-
<PAGE>

     The Issuer hereby appoints [__________________] as Certificate Paying Agent
and Residual Ownership Interest Paying Agent to make payments to
Certificateholders and holders of the Residual Ownership Interest on behalf of
the Issuer in accordance with the provisions of the Certificates, Section 3.05
hereof and the provisions of the Trust Agreement, and [_______________] hereby
accepts such appointment and further agrees that it will be bound by the
provisions of the Trust Agreement relating to the Certificate Paying Agent and
Residual Ownership Interest Paying Agent and will:

          (i)   hold all sums held by it for the payment of amounts due with
     respect to the Certificates and the Residual Ownership Interest 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 as
     provided in the Trust Agreement and pay such sums to such Persons as herein
     and therein provided;

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

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

          (iv)  immediately resign as Certificate Paying Agent and forthwith pay
     to the Owner Trustee on behalf of the Issuer all sums held by it in trust
     for the payment of Certificates and the Residual Ownership Interest if at
     any time it ceases to meet the standards required to be met by the
     Certificate Paying Agent or the Residual Ownership Interest Paying Agent at
     the time of its appointment;

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

          (vi)  deliver to the Owner Trustee a copy of the report to
     Certificateholders and holders of Residual Ownership Interest prepared with
     respect to each Payment Date by the Master Servicer pursuant to the Sale
     and Servicing Agreement.

     Section 3.04.  Existence. 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 Mortgage Loans and each other
instrument or agreement included in the Trust Estate.

                                      -6-
<PAGE>

     Section 3.05.  Payment of Principal and Interest; Defaulted Interest.  (a)
On each Payment Date from amounts on deposit in the Payment Account after making
(x) any deposit to the Funding Account pursuant to Section 8.02(b) and (y) any
deposits to the Payment Account pursuant to Section 8.02(c)(ii) and Section
8.02(c)(i)(2), the Indenture Trustee, on behalf of the Issuer shall pay to the
Noteholders and the Certificate Paying Agent, on behalf of the Issuer shall pay
to the Certificateholders and the Certificate Paying Agent, on behalf of the
Issuer shall pay to the holders of the Residual Ownership Interest, and the
Indenture Trustee, in its capacity as agent for the Issuer shall pay to other
Persons, the amounts to which they are entitled as set forth below:

          (i)     The sum of (x) to the Noteholders the sum of (a) one month's
     interest at the Note Rate on the Security Balances of Notes immediately
     prior to such Payment Date and (b) any previously accrued and unpaid
     interest for prior Payment Dates and (y) to the Certificateholders, the
     Certificate Distribution Amount for such Payment Date;

          (ii)    as principal on the Notes and the Certificates, the applicable
     Security Percentage of the Principal Collection Distribution Amount;

          (iii)   to the Noteholders and the Certificateholders, as the case may
     be, as principal on the Notes and the Certificates, pro rata, based on the
     Security Balances from the amount remaining on deposit in the Payment
     Account, up to the applicable Security Percentage of Liquidation Loss
     Amounts for the related Collection Period;

          (iv)    to the Noteholders and the Certificateholders, as the case may
     be, as principal on the Notes and the Certificates, pro rata, based on the
     Security Balances from the amount remaining on deposit in the Payment
     Account, up to the applicable Security Percentage of Carryover Loss
     Amounts;

          [(v)    to the Credit Enhancer, in the amount of the premium for the
     Credit Enhancement Instrument [and for any Additional Credit Enhancement
     Instrument];

          (vi)    to the Credit Enhancer, to reimburse it for prior draws made
     on the Credit Enhancement Instrument [and on any Additional Credit
     Enhancement Instrument] (with interest thereon as provided in the Insurance
     Agreement);]

          (vii)   to the Noteholders and the Certificateholders, as the case may
     be, as principal on the Notes and the Certificates, pro rata, based on the
     Security Balances from Security Interest Collections, up to the Accelerated
     Principal Distribution Amount for such Payment Date (such amount, if any,
     paid pursuant to this clause (vii) being referred to herein as the
     "Accelerated Principal Payment Amount");

          [(viii) to the Credit Enhancer, any other amounts owed to the Credit
     Enhancer pursuant to the Insurance Agreement;]

          (ix)    [Reserved];

                                      -7-
<PAGE>

          (x)  to reimburse the Administrator for expenditures made on behalf of
     the Issuer with respect to the performance of its duties under the
     Indenture; and

          (xi) any remaining amounts to the holders of the Residual Ownership
     Interest as described in Section 5.01 of the Trust Agreement;

provided, however, [in the event that on a Payment Date a Credit Enhancer
Default shall have occurred and be continuing then the priorities of
distributions described above will be adjusted such that payments of the
Certificate Distribution Amount and all other amounts to be paid in respect of
principal on the Certificates will not be paid until the full amount of interest
and principal in accordance with clauses (i)(x) and (ii) through (iv) above that
are due on the Notes on such Payment Date have been paid and provided, further,]
that on the Final Scheduled Payment Date or other final Payment Date, the amount
to be paid pursuant to clause (ii) above shall be equal to the Security Balances
of the Securities immediately prior to such Payment Date.

     The amounts paid to Noteholders shall be paid to each Class in accordance
with paragraph (b) below. Interest will accrue on the Notes during an Interest
Period on the basis of the actual number of days in such Interest Period and a
year assumed to consist of 360 days.

     Any installment of interest or principal, if any, payable on any Note or
Certificate that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder holds Notes or Certificates other
than the Designated Certificate of an aggregate initial Principal Balance of at
least $[___________] be paid to each Holder of record on the preceding Record
Date, by wire transfer to an account specified in writing by such Holder
reasonably satisfactory to the Indenture Trustee as of the preceding Record Date
or in all other cases or if no such instructions have been delivered to the
Indenture Trustee, by check to such Noteholder mailed to such Holder's address
as it appears in the Note Register the amount required to be distributed to such
Holder on such Payment Date pursuant to such Holder's Securities; provided,
however, that the Indenture Trustee shall not pay to such Holders any amount
required to be withheld from a payment to such Holder by the Code.

     (b) The principal of each Note shall be due and payable in full on the
Final Scheduled Payment Date for such Note as provided in the related form of
Note set forth in Exhibit A. All principal payments on each Class of Notes shall
be made to the Noteholders of such Class entitled thereto in accordance with the
Percentage Interests represented by such Notes. Upon notice to the Indenture
Trustee by the Issuer, the Indenture Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Final Scheduled Payment Date or other final Payment Date. Such notice shall
be mailed no later than five Business Days prior to such Final Scheduled Payment
Date or other final Payment Date and shall specify that payment of the principal
amount and any interest due with respect to such Note at the Final Scheduled
Payment Date or other final Payment Date will be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for such final payment.

                                      -8-
<PAGE>

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

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

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

          (iii)  enforce any of the Mortgage Loans; or

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

     (b)  Except as otherwise provided in the Sale and Servicing Agreement or
this Indenture, the Indenture Trustee shall not remove any portion of the Trust
Estate that consists of money or is evidenced by an instrument, certificate or
other writing from the jurisdiction in which it was held at the date of the most
recent Opinion of Counsel delivered pursuant to Section 3.06 (or from the
jurisdiction in which it was held as described in the Opinion of Counsel
delivered at the Closing Date pursuant to Section 3.07(a), if no Opinion of
Counsel has yet been delivered pursuant to Section 3.07(b) unless the Trustee
shall have first received an Opinion of Counsel to the effect that the lien and
security interest created by this Indenture with respect to such property will
continue to be maintained after giving effect to such action or actions.

     The Issuer hereby designates the Indenture Trustee its agent and attorney-
in-fact to execute any financing statement, continuation statement or other
instrument required to be executed pursuant to this Section 3.06.

     Section 3.07.  Opinions as to Trust Estate.  (a) On the Closing Date, the
Issuer shall furnish to the Indenture Trustee, the Owner Trustee and to the
Administrator an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the delivery of the Mortgage
Notes, the recording of the Assignments of Mortgage, 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)  On or before December 31 in each calendar year, beginning in 200[ ],
the Issuer shall furnish to the Indenture Trustee and to the Administrator an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording of the Assignments of Mortgage, the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with

                                      -9-
<PAGE>

respect to the execution and filing of any financing statements and continuation
statements as is 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 December 31 in the following calendar year.

     Section 3.08.  [Reserved]

     Section 3.09.  Performance of Obligations; Sale and Servicing Agreement.
(a) The Issuer will punctually perform and observe all of its obligations and
agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document, including without limitation the
Sale and Servicing Agreement or any provision thereof without the consent of the
Indenture Trustee or the Holders of at least a majority of the Security Balances
of the Notes, the Master Servicer [and the Credit Enhancer]. Upon the taking of
any such action with respect to any Basic Document the Issuer shall give written
notice thereof to the Rating Agencies.

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

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

     (d) If the Issuer shall have knowledge of the occurrence of an Event of
Servicing Termination, the Issuer shall promptly notify the Indenture Trustee
thereof, and shall specify in such notice the action, if any, the Issuer is
taking in respect of such Event of Servicing Termination. If such Event of
Servicing Termination arises from the failure of the Master Servicer to perform
any of its duties or obligations under the Sale and Servicing Agreement with
respect to the Mortgage Loans, the Issuer may remedy such failure, provided that
if such Event of Servicing Termination arises from the failure by the Master
Servicer to comply with requirements imposed upon it under Section [ ] of the
Sale and Servicing Agreement with respect to hazard insurance for the Mortgaged
Properties securing the Mortgage Loans, the Issuer shall promptly, as the case
may be, pay such premiums or obtain substitute insurance coverage meeting the
requirements of said Section [ ]. So

                                     -10-
<PAGE>

long as any such Event of Servicing Termination shall be continuing, the
Indenture Trustee may exercise its remedies set forth in Section [ ] of the Sale
and Servicing Agreement. Unless granted or permitted by [the Credit Enhancer or]
the Holders of Securities to the extent provided above, the Issuer may not waive
any such Event of Servicing Termination or terminate the rights and powers of
the Master Servicer under the Sale and Servicing Agreement.

     (e)  Upon any termination of the Master Servicer's rights and powers
pursuant to Section [  ] of the Sale and Servicing Agreement, all rights,
powers, duties and responsibilities of the Master Servicer with respect to the
Mortgage Loans shall vest in and be assumed by the Indenture Trustee, and the
Indenture Trustee shall be the successor in all respect to the Master Servicer
in its capacity as servicer with respect to the Mortgage Loans under the Sale
and Servicing Agreement. Upon any such termination, the Indenture Trustee is
hereby authorized, and the Indenture Trustee hereby agrees, to mail a notice to
each Mortgagor directing each such Mortgagor to mail all payments in respect of
the related Mortgage Loan to the Indenture Trustee or its agent at the address
specified in such notice. The Indenture Trustee may resign as the Master
Servicer by giving written notice of such resignation to the Issuer [and the
Credit Enhancer] and in such event will be released from such duties and
obligations, such release to be effective on the date a new 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 servicer, satisfactory
in all respects to the Indenture Trustee [and the Credit Enhancer], which shall
enter into a servicing agreement with the Issuer and the Indenture Trustee,
[such agreement to be not less favorable to the Credit Enhancer in its
reasonable judgment, or the Noteholders if a Credit Enhancer Default shall have
occurred and be continuing,] than the Sale and Servicing Agreement in any
material respect. If, within 30 days after the delivery of the notice referred
to above, the Issuer shall not have obtained such new servicer, the Indenture
Trustee may appoint, or may petition a court of competent jurisdiction to
appoint, a successor servicer [acceptable to the Credit Enhancer] to service the
Mortgage Loans. In connection with any such appointment, the Indenture Trustee
may make such arrangements for the compensation of such successor as it and such
successor shall agree, and the Issuer shall enter into an agreement with such
successor for the servicing of the Mortgage Loans, such agreement to be
substantially similar to the Sale and Servicing Agreement [or otherwise
acceptable to the Credit Enhancer]; provided that any such compensation of the
successor servicer [unless otherwise agreed to by the Credit Enhancer,] shall
not be in excess of the Servicing Fee payable to the Master Servicer under the
Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the
Master Servicer's duties as servicer of the Mortgage Loans as provided herein,
it shall do so in its individual capacity and not in its capacity as Indenture
Trustee.

     (f)  The Issuer shall at all times retain an Administrator [(approved by
the Credit Enhancer under the Administration Agreement)] and may enter into
contracts with other Persons for the performance of the Issuer's obligations
hereunder, and performance of such obligations by such Persons shall be deemed
to be performance of such obligations by the Issuer.

     Section 3.10.  Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

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

                                     -11-
<PAGE>

          (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 or (C) permit the
     lien of this Indenture not to constitute a valid first priority security
     interest in the Trust Estate.

     Section 3.11. Annual Statement as to Compliance.  The Issuer will deliver
to the Indenture Trustee, within 120 days after the end of each fiscal year of
the Issuer (commencing with the fiscal year 200[ ]), an Officer's Certificate
stating, as to the Authorized Officer signing such Officer's Certificate, that:

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

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

     Section 3.12. Recording of Assignments. The Issuer shall exercise its right
under the Mortgage Loan Purchase Agreement with respect to the obligation of the
Seller to submit or cause to be submitted for recording all Assignments of
Mortgages on or prior to _________, 200[ ] with respect to the Initial Loans and
within [__] days following the related Deposit Date with respect to any
Additional Loans.

     Section 3.13. Representations and Warranties Concerning the Mortgage Loans.
The Issuer has pledged to the Indenture Trustee all of its right under the
Mortgage Loan Purchase Agreement and the Indenture Trustee has the benefit of
the representations and warranties made by the Seller in Section [_____]
thereof, Section [____] thereof and Section [__] thereof concerning the Mortgage
Loans and the right to enforce any remedy against the Seller provided in such
Section [_____] or Section [_____] to the same extent as though such
representations and warranties were made directly to the Indenture Trustee.

                                     -12-
<PAGE>

     Section 3.14.  Indenture Trustee's Review of Related Documents. (a) The
Indenture Trustee agrees, for the benefit of the holders of the Notes, to
review, or the related Custodian shall review, unless the Indenture Trustee or
such Custodian made such review prior to the Closing Date, on or prior to
________, 200[ ] the Related Documents delivered to it on or prior to the
Closing Date and within 90 days of the related Deposit Date, the Related
Documents delivered to it in connection with any Additional Loan, in each case
in connection with the Grant of the Mortgage Loan listed on the Schedule of
Mortgage Loans as security for the Notes. Such review shall be limited to a
determination that all documents referred to in the definition of the term
Related Documents have been executed and are appropriately endorsed in the
manner called for in the Mortgage Loan Purchase Agreement and that the Related
Documents have been delivered with respect to each such Mortgage Loan (other
than the documents related to (i) any Mortgage Loan so listed which has been
subject to a Prepayment in full and termination of related Mortgage Loan, the
proceeds of which have been deposited in the Collection Account in lieu of
delivery of the applicable Related Documents, (ii) any Mortgage Loan with
respect to which the related Mortgaged Property was foreclosed, repossessed or
otherwise converted subsequent to the Cut-off Date and prior to the Closing Date
or with respect to which foreclosure proceedings have been commenced and for
which the related Related Documents are required in connection with the
prosecution of such foreclosure proceedings and for which the Issuer has
delivered a trust receipt called for by Section 3.15(c) and (iii) any Mortgage
Loan as to which the original Assignment of Mortgage has been submitted for
recording), that all such documents have been executed, and that all such
documents relate to the Mortgage Loans listed on the Schedule of Mortgage Loans.
In performing such review, the Trustee may rely upon the purported genuineness
and due execution of any such document and on the purported genuineness of any
signature thereon.

     (b)  If any Related Document is defective in any material respect which may
materially and adversely affect the value of the related Mortgage Loan, the
interest of the Indenture Trustee or the Noteholders in such Mortgage Loan, or
if any document required to be delivered to the Indenture Trustee has not been
delivered, the Indenture Trustee or the related Custodian on behalf of the
Indenture Trustee shall notify the Issuer, the Seller, [the Credit Enhancer] and
the Master Servicer immediately after obtaining knowledge thereof and the
Indenture Trustee, as assignee of the Issuer's rights under the Mortgage Loan
Purchase Agreement, shall exercise its remedies in respect of any such defect
against the Seller as provided in the Mortgage Loan Purchase Agreement.

     Section 3.15.  Trust Estate; Related Documents.  (a) When required by the
provisions of this Indenture, the Indenture Trustee shall execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances which are
not inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article III
shall be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

     (b)  In order to facilitate the servicing of the Mortgage Loans, the Master
Servicer is hereby authorized in the name and on behalf of the Indenture Trustee
and the Issuer, to execute assumption agreements, substitution agreements, and
instruments of satisfaction or cancellation or of partial or full release or
discharge, or any other document contemplated by the Sale and Servicing

                                     -13-
<PAGE>

Agreement and other comparable instruments with respect to the Mortgage Loans
and with respect to the Mortgaged Properties subject to the Mortgages (and the
Indenture Trustee and the Owner Trustee shall promptly execute any such
documents on request of the Master Servicer), subject to the obligations of the
Master Servicer under the Sale and Servicing Agreement. If from time to time the
Master Servicer shall deliver to the Indenture Trustee or the related Custodian
copies of any written assurance, assumption agreement or substitution agreement
or other similar agreement pursuant to Section [ ] of the Sale and Servicing
Agreement, the Indenture Trustee or the related Custodian shall check that each
of such documents purports to be an original executed copy (or a copy of the
original executed document if the original executed copy has been submitted for
recording and has not yet been returned) and, if so, shall file such documents,
and upon receipt of the original executed copy from the applicable recording
office or receipt of a copy thereof certified by the applicable recording office
shall file such originals or certified copies with the Related Documents. If any
such documents submitted by the Master Servicer do not meet the above
qualifications, such documents shall promptly be returned by the Indenture
Trustee or the related Custodian to the Master Servicer, with a direction to the
Master Servicer to forward the correct documentation.

     (c)  Upon Issuer Request accompanied by an Officers' Certificate of the
Master Servicer pursuant to Section [ ] of the Sale and Servicing Agreement to
the effect that a Mortgage Loan has been the subject of a final payment or a
prepayment in full and the related Mortgage Loan has been terminated or that
substantially all Liquidation Proceeds which have been determined by the Master
Servicer in its reasonable judgment to be finally recoverable have been
recovered, and upon deposit to the Collection Account of such final monthly
payment, prepayment in full together with accrued and unpaid interest to the
date of such payment with respect to such Mortgage Loan or, if applicable,
Liquidation Proceeds, the Indenture Trustee and the Issuer shall promptly
release the Related Documents to the Master Servicer upon the order of the
Issuer, along with such documents as the Master Servicer or the Mortgagor may
request as contemplated by the Sale and Servicing Agreement to evidence
satisfaction and discharge of such Mortgage Loan. If from time to time and as
appropriate for the servicing or foreclosure of any Mortgage Loan, the Master
Servicer requests the Indenture Trustee or the related Custodian to release the
Related Documents and delivers to the Indenture Trustee or the related Custodian
a trust receipt reasonably satisfactory to the Indenture Trustee or the related
Custodian and signed by a Responsible Officer of the Master Servicer, the Issuer
and the Indenture Trustee or the related Custodian shall release the Related
Documents to the Master Servicer. If such Mortgage Loans shall be liquidated and
the Indenture Trustee or the related Custodian receives a certificate from the
Master Servicer as provided above, then, upon request of the Issuer, the
Indenture Trustee or the related Custodian shall release the trust receipt to
the Master Servicer upon the order of the Issuer.

     (d)  The Indenture Trustee shall, at such time as there are no Notes
Outstanding [and no amounts due to the Credit Enhancer], release all of the
Trust Estate to the Issuer (other than any cash held for the payment of the
Notes pursuant to Section 3.03 or 4.11), subject, however, to the rights of the
Indenture Trustee under Section 6.07.

                                      -4-
<PAGE>

     Section 3.16.  Amendments to Sale and Servicing Agreement. The Indenture
Trustee may enter into any amendment or supplement to the Sale and Servicing
Agreement only in accordance with Section [ ] of the Sale and Servicing
Agreement. The Indenture Trustee may, in its discretion, decline to enter into
or consent to any such supplement or amendment if its own rights, duties or
immunities shall be adversely affected.

     Section 3.17.  Master Servicer as Agent and Bailee of Indenture Trustee.
Solely for purposes of perfection under Section 9-305 of the Uniform Commercial
Code or other similar applicable law, rule or regulation of the state in which
such property is held by the Master Servicer, the Indenture Trustee hereby
acknowledges that the Master Servicer is acting as agent and bailee of the
Indenture Trustee in holding amounts on deposit in the Collection Account
pursuant to Section [ ] of the Sale and Servicing Agreement, as well as its
agent and bailee in holding any Related Documents released to the Master
Servicer pursuant to Section 3.15(c), and any other items constituting a part of
the Trust Estate which from time to time come into the possession of the Master
Servicer. It is intended that, by the Master Servicer's acceptance of such
agency pursuant to Section [ ] of the Sale and Servicing Agreement, the Trustee,
as a secured party, will be deemed to have possession of such Related Documents,
such moneys and such other items for purposes of Section 9-305 of the Uniform
Commercial Code of the state in which such property is held by the Master
Servicer.

     Section 3.18.  Investment Company Act. The Issuer shall not become an
"investment company" or under the "control" of an "investment company" as such
terms are defined in the Investment Company Act of 1940, as amended (or any
successor or amendatory statute), and the rules and regulations thereunder
(taking into account not only the general definition of the term "investment
company" but also any available exceptions to such general definition);
provided, however, that the Issuer shall be in compliance with this Section 3.18
if it shall have obtained an order exempting it from regulation as an
"investment company" so long as it is in compliance with the conditions imposed
in such order.

     Section 3.19.  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 or the District of
     Columbia and shall expressly assume, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form reasonably
     satisfactory to the Indenture Trustee, the due and punctual payment of the
     principal of and interest on all Notes and Certificates and the performance
     or observance of every agreement and covenant of this Indenture on the part
     of the Issuer to be performed or observed, all as provided herein;

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

                                     -15-
<PAGE>

          (iii)  the Rating Agencies shall have notified the Issuer that such
     transaction shall not cause the rating of the Notes or the Certificates to
     be reduced, suspended or withdrawn or to be considered by either Rating
     Agency to be below investment grade [without taking into account the Credit
     Enhancement Instrument];

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

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

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

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

          (i)    the Person that acquires by conveyance or transfer the
     properties and assets of the Issuer the conveyance or transfer of which is
     hereby restricted shall (A) be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any state, (B) expressly assumes, by an indenture supplemental hereto,
     executed and delivered to the Indenture Trustee, in form satisfactory to
     the Indenture Trustee, 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 agrees by means of such
     supplemental indenture that all right, title and interest so conveyed or
     transferred shall be subject and subordinate to the rights of Holders of
     the Notes, (D) unless otherwise provided in such supplemental indenture,
     expressly agrees 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 agrees by means of such
     supplemental indenture that such Person (or if a group of Persons, then one
     specified Person) shall make all filings with the Commission (and any other
     appropriate Person) required by the Exchange Act in connection with the
     Notes;

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

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

                                     -16-
<PAGE>

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

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

          (vi)  the Issuer shall have delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel each stating that such
     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 3.20.  Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.19(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 3.19(b), the Issuer will be released from every
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee that the Issuer is to be so released.

     Section 3.21.  No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning and selling and managing the
Mortgage Loans in the manner contemplated by this Indenture and the Basic
Documents and all activities incidental thereto.

     Section 3.22.  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 3.23.  Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture, the Issuer shall not make any loan or advance
or credit to, or guarantee (directly or indirectly or by an instrument having
the effect of assuring another's payment or performance on any obligation or
capability of so doing or otherwise), endorse or otherwise become contingently
liable, directly or indirectly, in connection with the obligations, stocks or
dividends of, or own, purchase, repurchase or acquire (or agree contingently to
do so) any stock, obligations, assets or securities of, or any other interest
in, or make any capital contribution to, any other Person.

     Section 3.24.  Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or other-wise) for capital assets
(either realty or personalty).

                                     -17-
<PAGE>

     Section 3.25.  [Reserved]

     Section 3.26.  Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer, (ii) redeem, purchase, retire or otherwise acquire for
value any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (w) distributions to the Owner Trustee
and the Certificateholders as contemplated by, and to the extent funds are
available for such purpose under the Trust Agreement, (x) payment to the Master
Servicer pursuant to the terms of the Sale and Servicing Agreement and (y)
payments to the Indenture Trustee pursuant to Section 1(a)(ii) of the
Administration Agreement and (z) make distributions to the holders of the
Residual Ownership Interest as contemplated by the 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 3.27.  Notice of Events of Default. The Issuer shall give the
Indenture Trustee, [the Credit Enhancer] and the Rating Agencies prompt written
notice of each Event of Default hereunder and under the Trust Agreement.

     Section 3.28.  Further Instruments and Acts.  Upon request of the Indenture
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

     Section 3.29.  Statements to Noteholders.  The Indenture Trustee and the
Certificate Registrar shall forward by mail to each Noteholder and
Certificateholder, respectively, the Statement delivered to it pursuant to
Section [ ] of the Sale and Servicing Agreement Agreement.

     Section 3.30.  [Reserved] [Grant of the Additional Loans.  (a) In
consideration of the delivery on each Deposit Date to or upon the order of the
Issuer of all or a portion of the amount in respect of Security Principal
Collections on deposit in the Funding Account, the Issuer shall, to the extent
of the availability thereof, on such Deposit Date during the Funding Period
Grant to the Indenture Trustee all of its right, title and interest in the
Additional Loans and simultaneously with the Grant of the Additional Loans the
Issuer will deliver the Related Documents to the Indenture Trustee or the
related Custodian.

     (b)  The obligation of the Indenture Trustee to accept the Grant of the
Additional Loans and the other property and rights related thereto described in
paragraph (a) above is subject to the satisfaction of each of the following
conditions on or prior to each Deposit Date:

          (i) the Indenture Trustee shall not have received written notice from
     any Rating Agency [or the Credit Enhancer] to the effect that such transfer
     of Additional Loans would adversely affect the then current rating of the
     Notes or cause the rating assigned to the

                                     -18-
<PAGE>

     Securities to be below investment grade [without taking into account the
     Credit Enhancement Instrument];

          (ii)  the Indenture Trustee shall have received a revised Mortgage
     Loan Schedule, listing the Additional Loans;

          (iii) the Master Servicer shall confirm to the Indenture Trustee that
     it has deposited in the Collection Account all Principal Collections and
     Interest Collections in respect of such Additional Loans on or after the
     related Deposit Date for the Additional Loans;

          (iv)  the Indenture Trustee shall have received a duly completed and
     executed Transfer Certificate in the form of Exhibit 1 to the Mortgage Loan
     Purchase Agreement;

          (v)   the Seller at its expense and the Issuer at its expense, as
     appropriate, shall have provided the Rating Agencies [and the Credit
     Enhancer] with an opinion of counsel relating to the sale of the Additional
     Loans to the Issuer and the Grant of the Additional Loans to the Indenture
     Trustee which opinion shall be in the form of Exhibit 2 to the Mortgage
     Loan Purchase Agreement; and

          (vi)  the Issuer shall have delivered to the Indenture Trustee an
     Officer's Certificate and an Opinion of Counsel confirming the satisfaction
     of each condition precedent specified in this paragraph (b).

     (c)  The obligation of the Indenture Trustee to accept the Grant of an
Additional Loan on the related Deposit Date is subject to each Additional Loan
and the Additional Loans in the aggregate, as the case may be, satisfying the
conditions set forth in the Mortgage Loan Purchase Agreement.]

     Section 3.31.  [Determination of Note Rate and Certificate Rate. On the
second LIBOR Business Day immediately preceding (i) the Closing Date in the case
of the first Interest Period and (ii) the first day of each succeeding Interest
Period, the Indenture Trustee shall determine LIBOR and the Note Rate and the
Certificate Rate for such Interest Period and shall inform the Issuer, the
Master Servicer and the Depositor at their respective facsimile numbers given to
the Indenture Trustee in writing thereof.]

     Section 3.32.  [Payments under the Credit Enhancement Instrument. (a) On
any Payment Date, other than a Dissolution Payment Date, the Indenture Trustee
on behalf of the Noteholders, and in its capacity as Certificate Paying Agent on
behalf of the Certificateholders shall make a draw on the Credit Enhancement
Instrument in an amount if any equal to the sum of (x) the amount by which the
sum of (i) interest accrued at the Note Rate on the Security Balance of the
Notes plus (ii) the Certificate Distribution Amount exceeds the amount on
deposit in the Payment Account available to be distributed therefor on such
Payment Date and (y) the Guaranteed Principal Payment Amount (the "Credit
Enhancement Draw Amount").

                                     -19-
<PAGE>

     (b)  The Indenture Trustee shall submit, if a Credit Enhancement Draw
Amount is specified in any Statement to Holders prepared by the Master Servicer
pursuant to Section [ ] of the Sale and Servicing Agreement, the Notice for
Payment (as defined in the Credit Enhancement Instrument) in the amount of the
Credit Enhancement Draw Amount to the Credit Enhancer no later than 2:00
P.M.,[New York City] time, on the second Business Day prior to the applicable
Payment Date. Upon receipt of such Credit Enhancement Draw Amount in accordance
with the terms of the Credit Enhancement Instrument, the Indenture Trustee shall
deposit such Credit Enhancement Draw Amount in the Payment Account for
distribution to Holders pursuant to Section 3.05.

     In addition, a draw may be made under the Credit Enhancement Instrument in
respect of any Avoided Payment (as defined in and pursuant to the terms and
conditions of the Credit Enhancement Instrument) and the Indenture Trustee shall
submit a Notice for Payment with respect thereto together with the other
documents required to be delivered to the Credit Enhancer pursuant to the Credit
Enhancement Instrument in connection with a draw in respect of any Avoided
Payment.

     (c)  In the event that any Additional Credit Enhancement Instruments are
issued pursuant to Section 4.01 and Section 2.02(B) of the Insurance Agreement,
the Indenture Trustee shall be authorized to make draws thereon subject to the
terms and conditions therein.]

     Section 3.33.  [Replacement Credit Enhancement Instrument. In the event of
a Credit Enhancer Default or if the claims paying ability rating of the Credit
Enhancer is downgraded and such downgrade results in a downgrading of the then
current rating of the Securities (in each case, a "Replacement Event"), the
Issuer, at its expense, in accordance with and upon satisfaction of the
conditions set forth in the Credit Enhancement Instrument, including, without
limitation, payment in full of all amounts owed to the Credit Enhancer, may, but
shall not be required to, substitute a new surety bond or surety bonds for the
existing Credit Enhancement Instrument or may arrange for any other form of
credit enhancement; provided, however, that in each case the Notes and the
Certificates shall be rated no lower than the rating assigned by each Rating
Agency to the Notes and the Certificates immediately prior to such Replacement
Event and the timing and mechanism for drawing on such new credit enhancement
shall be reasonably acceptable to the Indenture Trustee and provided further
that the premiums under the proposed credit enhancement shall not exceed such
premiums under the existing Credit Enhancement Instrument. It shall be a
condition to substitution of any new credit enhancement that there be delivered
to the Indenture Trustee (i) an Opinion of Counsel, acceptable in form to the
Indenture Trustee, from counsel to the provider of such new credit enhancement
with respect to the enforceability thereof and such other matters as the
Indenture Trustee may require and (ii) an Opinion of Counsel to the effect that
such substitution would not (a) adversely affect in any material respect the tax
status of the Notes and the Certificates or (b) cause the Issuer to be subject
to a tax at the entity level or to be classified as a taxable mortgage pool
within the meaning of Section 7701(i) of the Code. Upon receipt of the items
referred to above and payment of all amounts owing to the Credit Enhancer and
the taking of physical possession of the new credit enhancement, the Indenture
Trustee shall, within five Business Days following receipt of such items and
such taking of physical possession, deliver the replaced Credit Enhancement
Instrument to the Credit Enhancer. In the event of any such replacement the
Issuer shall give written notice thereof to the Rating Agencies.]

                                     -20-
<PAGE>

                                  ARTICLE IV

              The Notes; Satisfaction and Discharge of Indenture

     Section 4.01.  The Notes. (a) The Notes shall be registered in the name of
a nominee designated by the Depository. Beneficial Owners will hold interests in
the Notes through the book-entry facilities of the Depository in minimum initial
Principal Balances of $[________] and integral multiples of $[_________] in
excess thereof.

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

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

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

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

     Subject to the restrictions and limitations set forth below, upon surrender
for registration of transfer of any Note at the Corporate Trust Office, the
Indenture Trustee shall execute and the Note Registrar shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes in authorized initial Security Balances evidencing the same aggregate
Percentage Interests.

                                     -21-
<PAGE>

     Subject to the foregoing, at the option of the Noteholders, Notes may be
exchanged for other Notes of like tenor or, in each case in authorized initial
Principal Balances evidencing the same aggregate Percentage Interests upon
surrender of the Notes to be exchanged at the Corporate Trust Office of the Note
Registrar. Whenever any Notes are so surrendered for exchange, the Indenture
Trustee shall execute and the Note Registrar shall authenticate and deliver the
Notes which the Noteholder making the exchange is entitled to receive. Each Note
presented or surrendered for registration of transfer or exchange shall (if so
required by the Note Registrar) be duly endorsed by, or be accompanied by a
written instrument of transfer in form reasonably satisfactory to the Note
Registrar duly executed by, the Holder thereof or his attorney duly authorized
in writing. Notes delivered upon any such transfer or exchange will evidence the
same obligations, and will be entitled to the same rights and privileges, as the
Notes surrendered.

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

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

     The Issuer hereby appoints [___________________] as Certificate Registrar
to keep at its Corporate Trust Office a Certificate Register pursuant to Section
[ ] of the Trust Agreement in which, subject to such reasonable regulations as
it may prescribe, the Certificate Registrar shall provide for the registration
of Residual Ownership Interests and of transfers and exchanges thereof pursuant
to Section [ ] of the Trust Agreement. [___________________] hereby accepts such
appointment.

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

                                     -22-
<PAGE>

recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

     Every replacement Note issued pursuant to this Section 4.03 in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

     The provisions of this Section 4.03 are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated, destroyed, lost or stolen Notes.

     Section 4.04.  Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Issuer, the Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

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

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

                                     -23-
<PAGE>

in such Note, except as provided in Section 4.08. Unless and until definitive,
fully registered Notes (the "Definitive Notes") have been issued to Beneficial
Owners pursuant to Section 4.08:

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

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

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

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

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

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

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

                                     -24-
<PAGE>

Upon surrender to the Indenture Trustee of the typewritten Notes representing
the Book-Entry Notes by the Depository, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Depository. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

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

     Section 4.10.  Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.10,
3.19, 3.21 and 3.22, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder (including the rights of the Indenture Trustee under Section
6.07 and the obligations of the Indenture Trustee under Section 4.11) and (vi)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when

     (A)  either

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

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

              a. have become due and payable, or

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

          and the Issuer, in the case of a. or b. above, has irrevocably
          deposited or caused to be irrevocably deposited with the Indenture
          Trustee cash or direct obligations of or obligations guaranteed by the
          United States of America (which will mature prior to

                                     -25-
<PAGE>

          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 and Certificates then outstanding not theretofore delivered to
          the Indenture Trustee for cancellation when due on the Final Scheduled
          Payment Date;

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

     (C)  the Issuer has delivered to the Indenture Trustee [and the Credit
Enhancer] an Officer's Certificate, an Opinion of Counsel and (if required by
the TIA or the Indenture Trustee) an Independent Certificate from a firm of
certified public accountants, each meeting the applicable requirements of
Section 11.01 and, subject to Section 11.01 each stating that all conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture have been complied with and, if the Opinion of Counsel relates to a
deposit made in connection with Section 4.10(A)(2)b. above, such opinion shall
further be to the effect that such deposit will not have any material adverse
tax consequences to the Issuer, any Noteholders or any Certificateholders.

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

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

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

          (i)  institute Proceedings for the collection of all amounts then
     payable on the Notes, or under this Indenture in respect to Notes and all
     amounts payable under the Insurance Agreement enforce any judgment obtained
     and collect from the Issuer moneys adjudged due;

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

                                     -26-
<PAGE>

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

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

          (v)   exercise any remedies of a secured party under the Uniform
     Commercial Code and take any other appropriate action to protect and
     enforce the rights and remedies of the Credit Enhancer hereunder.]

     Section 4.13.  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 Administrator other than the Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.05 and thereupon such Paying Agent shall be released from all further
liability with respect to such moneys.

                                   ARTICLE V

                                   Remedies

     Section 5.01.  Events of Default. "Event of Default," wherever used herein,
shall have the meaning provided in Appendix A[; provided, however, that no Event
of Default will occur under clause (i) or clause (ii) of the definition of
"Event of Default" if the Issuer fails to make payments of principal of and
interest on the Notes so long as the Credit Enhancer makes payments sufficient
therefore under the Credit Enhancement Instrument].

     The Issuer shall deliver to the Indenture Trustee [and the Credit
Enhancer], within five days after the occurrence of an Event of Default, 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) of the definition of "Event of Default", its status and what action
the Issuer is taking or proposes to take with respect thereto.

     Section 5.02.  Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Indenture Trustee or the Holders of Notes representing not less than a majority
of the Security Balances of all Notes may declare the Notes to be immediately
due and payable, by a notice in writing to the Issuer (and to the Indenture
Trustee if given by Noteholders), and upon any such declaration the unpaid
principal amount of such Class of Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately due
and payable. [Unless the prior written consent of the Credit Enhancer shall have
been obtained by the Indenture Trustee, the Payment Date upon which such
accelerated payment is due and payable shall not be a Payment Date under the
Credit Enhancement Instrument and the Indenture Trustee shall not be authorized
under Section 3.32 to make a draw therefor.]

     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 Indenture Trustee as

                                     -27-
<PAGE>

hereinafter in this Article V provided, the Holders of Notes representing a
majority of the Security Balances of all Notes, by written notice to the Issuer
and the Indenture Trustee, may rescind and annul such declaration and its
consequences if:

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

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

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

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

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

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

     (b) In case the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, subject to the provisions of Section 11.17 hereof may institute a
Proceeding for the collection of the sums so due and unpaid, and may prosecute
such Proceeding to judgment or final decree, and may enforce the same against
the Issuer or other obligor upon the Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor the Notes, wherever
situated, the moneys adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee
subject to the provisions of Section 11.17 hereof may, as more particularly
provided in Section 5.04, in its discretion, proceed to protect and enforce its
rights and the rights of the Noteholders [and the Credit Enhancer], by such
appropriate Proceedings as the Indenture Trustee shall deem most effective to
protect and enforce any such rights, whether for the specific enforcement of any
covenant or

                                     -28-
<PAGE>

agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law.

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

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

          (iv)  to file such proofs of claim and other papers or documents as
     may be necessary or advisable in order to have the claims of the Indenture
     Trustee or the Holders of Notes allowed in any judicial proceedings
     relative to the Issuer, its creditors and its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture Trustee except as a result of negligence or bad faith.

                                     -29-
<PAGE>

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

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

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

     Section 5.04.  Remedies; Priorities.  (a) If an Event of Default shall have
occurred and be continuing, the Indenture Trustee subject to the provisions of
Section 11.17 hereof may do one or more of the following (subject to Section
5.05):

          (i)   institute Proceedings in its own name and as trustee of an
     express trust for the collection of all amounts then payable on the Notes
     or under this Indenture with respect thereto, whether by declaration or
     otherwise, and all amounts payable under the Insurance Agreement, 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 Indenture Trustee, the Holders of the Notes [and the Credit
     Enhancer]; and

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

     provided, however, that the Indenture Trustee may not sell or otherwise
     liquidate the Trust Estate following an Event of Default, other than a
     default in the payment of any principal or interest on the Notes for thirty
     (30) days or more, unless (A) the Holders of 100% of the Security Balances
     of the Securities [and the Credit Enhancer], which consent will not be
     unreasonably withheld consent thereto, (B) the proceeds of such sale or
     liquidation

                                     -30-
<PAGE>

     distributable to Holders are sufficient to discharge in full all amounts
     then due and unpaid upon the Securities for principal and interest [and to
     reimburse the Credit Enhancer for any amounts drawn under the Credit
     Enhancement Instrument and any other amounts due the Credit Enhancer under
     the Insurance Agreement] or (C) the Indenture Trustee determines that the
     Mortgage Loans will not continue to provide sufficient funds for the
     payment of principal of and interest on either the Notes or the
     Certificates, as they would have become due if the Notes had not been
     declared due and payable, and the Indenture Trustee obtains the consent of
     [the Credit Enhancer, which consent will not be unreasonably withheld, and
     of] the Holders of not less than 66-2/3% of the Security Balances of the
     Securities. In determining such sufficiency or insufficiency with respect
     to clause (B) and (C), the Indenture Trustee may, but need not, obtain and
     rely upon an opinion of an Independent investment banking or accounting
     firm of national reputation as to the feasibility of such proposed action
     and as to the sufficiency of the Trust Estate for such purpose.
     Notwithstanding the foregoing, so long as an Event of Servicer Termination
     has not occurred, any Sale of the Trust Estate shall be made subject to the
     continued Servicing of the Mortgage Loans by the Master Servicer as
     provided in the Sale and Servicing Agreement.

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

          FIRST:  to the Indenture Trustee for amounts due under Section 6.07;

          SECOND: to each Class of Noteholders for amounts due and unpaid on the
          related Class of Notes for interest and to each Noteholder of such
          Class in each case, ratably, without preference or priority of any
          kind, according to the amounts due and payable on such Class of Notes
          for interest from amounts available in the Trust Estate for such
          Noteholders;

          THIRD: to Holders of each Class of Notes for amounts due and unpaid on
          the related Class of Notes for principal, from amounts available in
          the Trust Estate for such Noteholders, and to each Noteholder of such
          Class in each case ratably, without preference or priority of any
          kind, according to the amounts due and payable on such Class of Notes
          for principal, until the Security Balances of each Class of Notes is
          reduced to zero;

          FOURTH: to the Issuer for amounts required to be distributed to the
          Certificateholders in respect of interest and principal pursuant to
          the Trust Agreement;

          FIFTH: [Reserved] [To the payment of all amounts due and owing to the
          Credit Enhancer under the Insurance Agreement];

                                     -31-
<PAGE>

          SIXTH: to the Issuer for amounts due under Article VIII of the Trust
          Agreement; and

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

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

     Section 5.05.  Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Indenture Trustee may, but need not, elect to 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 Securities and other obligations of the Issuer [including
payment to the Credit Enhancer], and the Indenture 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 Indenture Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

     Section 5.06.  Limitation of Suits.  No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless and subject to the provisions of Section 11.17 hereof:

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

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

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

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

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

                                     -32-
<PAGE>

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

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

     Section 5.07.  Unconditional Rights of Noteholders To Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

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

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

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

                                     -33-
<PAGE>

     Section 5.11.  Control by Noteholders.  The Holders of a majority of the
Security Balances of Notes shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided that:

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

          (ii)  subject to the express terms of Section 5.04, any direction to
     the Indenture Trustee to sell or liquidate the Trust Estate shall be by
     Holders of Notes representing not less than 100% of the Security Balances
     of Notes;

          (iii) if the conditions set forth in Section 5.05 have been satisfied
     and the Indenture Trustee elects to retain the Trust Estate pursuant to
     such Section, then any direction to the Indenture Trustee by Holders of
     Notes representing less than 100% of the Security Balances of Notes to sell
     or liquidate the Trust Estate shall be of no force and effect; and

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

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

     Section 5.12.  Waiver of Past Defaults.  Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Security Balances of the
Notes may waive any past Event of Default and its consequences except an Event
of Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note [or (c) the
waiver of which would materially and adversely affect the interests of the
Credit Enhancer or modify its obligation under the Credit Enhancement
Instrument]. In the case of any such waiver, the Issuer, the Indenture Trustee
and the Holders of the Notes shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereto.

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

     Section 5.13.  Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of

                                     -34-
<PAGE>

such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section 5.13 shall not apply to
(a) any suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Security Balances of the Notes or (c) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture.

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

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

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

          (1) the Holders of all Securities and the Credit Enhancer consent to
     or direct the Indenture Trustee to make, such Sale, or

          (2) the proceeds of such Sale would be not less than the entire amount
     which would be payable to the Noteholders under the Notes,
     Certificateholders under the Certificates [and the Credit Enhancer in
     respect of amounts drawn under the Credit Enhancement Instrument and any
     other amounts due the Credit Enhancer under the Insurance Agreement], in
     full payment thereof in accordance with Section 5.02, on the Payment Date
     next succeeding the date of such Sale, or

          (3) The Indenture Trustee determines, in its sole discretion, that the
     conditions for retention of the Trust Estate set forth in Section 5.05
     cannot be satisfied (in making any such determination, the Indenture
     Trustee may rely upon an opinion of an Independent investment banking firm
     obtained and delivered as provided in Section 5.05, [and the Credit

                                     -35-
<PAGE>

     Enhancer consents to such Sale, which consent will not be unreasonably
     withheld] and the Holders representing at least 66-2/3% of the Security
     Balances of the Securities consent to such Sale.

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

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

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

          (1) any Holder or Holders of Notes may bid for and [with the consent
     of the Credit Enhancer] purchase the property offered for sale, and upon
     compliance with the terms of sale may hold, retain and possess and dispose
     of such property, without further accountability, and may, in paying the
     purchase money therefor, deliver any Notes or claims for interest thereon
     in lieu of cash up to the amount which shall, upon distribution of the net
     proceeds of such sale, be payable thereon, and such Notes, in case the
     amounts so payable thereon shall be less than the amount due thereon, shall
     be returned to the Holders thereof after being appropriately stamped to
     show such partial payment;

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

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

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

                                     -36-
<PAGE>

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

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

     Section 5.17.  Performance and Enforcement of Certain Obligations.  (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture 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 Mortgage Loan Purchase
Agreement and the Sale and Servicing Agreement, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Mortgage Loan Purchase Agreement and the Sale and
Servicing Agreement to the extent and in the manner directed by the Indenture
Trustee, including the transmission of notices of default on the part of the
Seller or the 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 Mortgage
Loan Purchase Agreement and the Sale and Servicing Agreement.

     (b)  If an Event of Default has occurred and is continuing, the Indenture
Trustee [subject to the rights of the Credit Enhancer under the Sale and
Servicing Agreement] may, and at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66- 2/3% of the Security Balances 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 Mortgage Loan Purchase
Agreement and the Sale and Servicing Agreement, including the right or power to
take any action to compel or secure performance or observance by the Seller or
the Master Servicer, as the case may be, of each of their obligations to the
Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Mortgage Loan Purchase Agreement and the Sale and
Servicing Agreement, as the case may be, and any right of the Issuer to take
such action shall not be suspended.

                                  ARTICLE VI

                             The Indenture Trustee

                                     -37-
<PAGE>

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

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

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

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

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

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

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

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

     (d)  Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section
6.01.

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

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

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

                                     -38-
<PAGE>

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

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

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

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

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

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

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

     Section 6.04.  Indenture Trustee's Disclaimer.  The Indenture Trustee shall
not be 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 Indenture
Trustee's certificate of authentication.

                                     -39-
<PAGE>

     Section 6.05.  Notice of Event of Default.  If an Event of Default occurs
and is continuing and if it is known to a Responsible Officer of the Indenture
Trustee, [the Indenture Trustee shall give notice thereof to the Credit
Enhancer.] The Indenture Trustee shall mail to each Noteholder notice of the
Event of Default within 90 days after it occurs. Except in the case of an Event
of Default in payment of principal of or interest on any Note, the Indenture
Trustee may withhold the notice if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Noteholders.

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

     Section 6.07.  Compensation and Indemnity.  The Issuer shall or shall cause
the Administrator to pay to the Indenture Trustee on each Payment Date
reasonable compensation for its services. The Indenture 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 Administrator to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall or shall cause the Administrator to
indemnify the Indenture Trustee against any and all loss, liability or expense
(including attorneys' fees) incurred by it in connection with the administration
of this trust and the performance of its duties hereunder. The Indenture Trustee
shall notify the Issuer and the Administrator promptly of any claim for which it
may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer and
the Administrator shall not relieve the Issuer or the Administrator of its
obligations hereunder. The Issuer shall or shall cause the Administrator to
defend any such claim, and the Indenture Trustee may have separate counsel and
the Issuer shall or shall cause the Administrator to pay the fees and expenses
of such counsel. Neither the Issuer nor the Administrator need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

     The Issuer's payment obligations to the Indenture Trustee pursuant to this
Section 6.07 shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of an Event of Default specified in
Section 5.01(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 6.08.  Replacement of Indenture Trustee.  No resignation or removal
of the Indenture Trustee and no appointment of a successor Indenture Trustee
shall become effective until the acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08. The Indenture Trustee may
resign at any time by so notifying the Issuer [and the Credit Enhancer]. The
Holders of a majority of Security Balances of the Notes may remove the Indenture
Trustee by so

                                     -40-
<PAGE>

notifying the Indenture Trustee [and the Credit Enhancer] and may appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

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

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

     If a successor Indenture Trustee does not take office within 60 days after
the retiring Indenture Trustee resigns or is removed, the retiring Indenture
Trustee, the Issuer or the Holders of a majority of Security Balances of the
Notes may petition any court of competent jurisdiction for the appointment of a
successor Indenture Trustee.

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

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

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

     In case at the time such successor or successors by merger, conversion or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have

                                     -41-
<PAGE>

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

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

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

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

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

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

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

                                     -42-
<PAGE>

instrument of appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.

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

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

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

     Section 6.13.  Representation and Warranty.  The Indenture Trustee
represents and warrants to the Issuer, for the benefit of the Noteholders, that
this Indenture has been executed and delivered by one of its Responsible
Officers who is duly authorized to execute and deliver such document in such
capacity on its behalf.

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

     (a)  to accept assignment of the Mortgage Loans and hold the assets of the
Trust in trust for the Noteholders;

     (b)  to issue, execute and deliver the Notes substantially in the form
prescribed by Exhibit A in accordance with the terms of this Indenture; and

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

                                     -43-
<PAGE>

     Section 6.15.  No Consent to Certain Acts of Depositor.  The Indenture
Trustee shall not consent to any action proposed to be taken by the Depositor
pursuant to Article [_______________] of the Depositor's Certificate of
Incorporation.

                                  ARTICLE VII

                        Noteholders' Lists and Reports

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

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

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

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

     Section 7.0    Reports by Issuer.  (a) The Issuer shall:

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

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

                                     -44-
<PAGE>

          (iii)  supply to the Indenture Trustee (and the Indenture Trustee
     shall transmit by mail to all Noteholders described in TIA ss. 313(c)) such
     summaries of any information, documents and reports required to be filed by
     the Issuer pursuant to clauses (i) and (ii) of this Section 7.03(a) and by
     rules and regulations prescribed from time to time by the Commission.

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

     Section 7.04.  Reports by Indenture Trustee.  If required by TIA ss.
313(a), within 60 days after each January 1 beginning with ___________, 200[ ],
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) [and to the Credit Enhancer] a brief report dated as of such date that
complies with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA
ss. 313(b).

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

                                  ARTICLE VII

                     Accounts, Disbursements and Releases

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

     Section 8.02.  Trust Accounts.  (a) On or prior to the Closing Date, the
Issuer shall cause the Indenture Trustee to establish and maintain, in the name
of the Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders [and the Credit Enhancer], the Payment Account as provided in
Section 3.01 of this Indenture.

     (b) All moneys deposited from time to time in the Payment Account pursuant
to the Sale and Servicing Agreement and all deposits therein pursuant to this
Indenture are for the benefit of the Noteholders, the Certificateholders and the
holders of the Residual Ownership Interest and all investments made with such
moneys including all income or other gain from such investments are for the
benefit of the Master Servicer as provided by the Sale and Servicing Agreement.

                                     -45-
<PAGE>

     On each Payment Date during the Funding Period the Indenture Trustee shall
withdraw Net Principal Collections from the Payment Account and deposit Net
Principal Collections to the Funding Account.

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

     The Master Servicer may direct the Indenture Trustee to invest any funds in
the Payment Account in Eligible Investments maturing no later than the Business
Day preceding each Payment Date and shall not be sold or disposed of prior to
the maturity. Unless otherwise instructed by the Master Servicer, the Indenture
Trustee shall invest all funds in the Payment Account in its [__________] Short
Term Investment Fund so long as it is an Eligible Investment.

     [(c) On or before the Closing Date the Issuer shall open, at the Corporate
Trust Office, an account which shall be the "Funding Account". The Master
Servicer may direct the Indenture Trustee to invest any funds in the Funding
Account in Eligible Investments maturing no later than the Business Day
preceding each Payment Date and shall not be sold or disposed of prior to the
maturity. [Unless otherwise instructed by the Master Servicer, the Indenture
Trustee shall invest all funds in the Payment Account in its
_________________________ Fund so long as it is an Eligible Investment.] During
the Funding Period, any amounts received by the Indenture Trustee in respect of
Net Principal Collections for deposit in the Funding Account, together with any
Eligible Investments in which such moneys are or will be invested or reinvested
during the term of the Notes, shall be held by the Indenture Trustee in the
Funding Account as part of the Trust Estate, subject to disbursement and
withdrawal as herein provided.

          (i)   Amounts on deposit in the Funding Account in respect of Net
     Principal Collections may be withdrawn on each Deposit Date and (1) paid to
     the Issuer in payment for Additional Loans by the deposit of such amount to
     the Collection Account and (2) at the end of the Funding Period any amounts
     remaining in the Funding Account after the withdrawal called for by clause
     (1) shall be deposited in the Payment Account to be included in the payment
     of principal on the Payment Date that is the last day of the Funding
     Period.

          (ii)  Amounts on deposit in the Funding Account in respect of
     investment earnings shall be withdrawn on each Payment Date and deposited
     in the Payment Account and included in the amounts paid to Noteholders and
     Certificateholders.

     (d)  (i)   Any investment in the institution with which the Funding Account
is maintained may mature on such Payment Date and (ii) any other investment may
mature on such Payment Date if the Indenture Trustee shall advance funds on such
Payment Date to the Funding Account in the amount payable on such investment on
such Payment Date, pending receipt thereof to the extent necessary to make
distributions on the Notes and the Certificates) and shall not be sold or
disposed of prior to maturity.]

                                     -46-
<PAGE>

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

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

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

     (b)  The Indenture Trustee shall, at such time as (i) there are no Notes
Outstanding, (ii) all sums due the Indenture Trustee pursuant to this Indenture
have been paid, [and (iii) all sums due the Credit Enhancer have been paid,]
release any remaining portion of the Trust Estate that secured the Notes from
the lien of this Indenture. The Indenture Trustee shall release property from
the lien of this Indenture pursuant to this Section 8.05 only upon receipt of an
request from the Issuer accompanied by an Officers' Certificate, an Opinion of
Counsel, and (if required by the TIA) Independent Certificates in accordance
with TIA ss. 314(c) and 314(d)(1) meeting the applicable requirements as
described herein[, and a letter from the President or any Vice President or any
Secretary of the Credit Enhancer, if any, stating that the Credit Enhancer has
no objection to such request from the Issuer].

     Section 8.0.6. Surrender of Notes Upon Final Payment. By acceptance of any
Note, the Holder thereof agrees to surrender such Note to the Indenture Trustee
promptly, prior to such Noteholder's receipt of the final payment thereon.

                                     -47-
<PAGE>

                                  ARTICLE IX

                            Supplemental Indentures

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

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

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

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

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

          (v)   to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture that 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;

                                     -48-
<PAGE>

provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel that
entering into such indenture supplement will not have any material adverse tax
consequences to the Noteholders.

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

     (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Request, may, also without the consent of any of the Holders of the Notes but
with [the consent of the Credit Enhancer and] prior notice to the Rating
Agencies [and the Credit Enhancer], enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, (i) adversely affect in any material respect the interests
of any Noteholder or (ii) cause the Issuer to be subject to an entity level tax
or be classified as a taxable mortgage pool within the meaning of Section
7701(i) of the Code.

     Section 9.02. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, [with the written consent of
the Credit Enhancer and] with the consent of the Holders of not less than a
majority of the Security Balances of each Class of Notes, by Act of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:

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

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

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

                                     -49-
<PAGE>

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

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

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

          (vii) permit the creation of any lien ranking prior to or on a parity
     with the lien of this Indenture with respect to any part of the Trust
     Estate or, except as otherwise permitted or contemplated herein, terminate
     the lien of this Indenture on any property at any time subject hereto or
     deprive the Holder of any Note of the security provided by the lien of this
     Indenture; and provided, further, that such action shall not, as evidenced
     by an Opinion of Counsel, cause the Issuer to be subject to an entity level
     tax or be classified as a taxable mortgage pool within the meaning of
     Section 7701(i) of the Code.

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

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

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

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

                                     -50-
<PAGE>

supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

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

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

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

                                   ARTICLE X

                                  [Reserved]

                                  ARTICLE XI

                                 Miscellaneous

     Section 11.01 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any action
under any provision of this Indenture, the Issuer shall furnish to the Indenture
Trustee [and to the Credit Enhancer] (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 11.01, 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.

                                     -51-
<PAGE>

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

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

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

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

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

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

     (b)  (i)   Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.01(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

          (ii)  Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (i) above, the Issuer
     shall also deliver to the Indenture Trustee an Independent Certificate as
     to the same matters, if the fair value to the Issuer of the securities to
     be so deposited and of all other such securities made the basis of any such
     withdrawal or release since the commencement of the then-current fiscal
     year of the Issuer, as set forth in the certificates delivered pursuant to
     clause (i) above and this clause (ii), is 10% or more of the Security
     Balances of the Notes, but such a certificate need not be furnished with
     respect to any securities so deposited, if the fair value thereof to the
     Issuer as set forth in the related Officer's Certificate is less than
     $25,000 or less than one percent of the Security Balances of the Notes.

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

                                     -52-
<PAGE>

          (iv)  Whenever the Issuer is required to furnish to the Indenture
     Trustee an Officer's Certificate certifying or stating the opinion of any
     signer thereof as to the matters described in clause (iii) above, the
     Issuer shall also furnish to the Indenture Trustee an Independent
     Certificate as to the same matters if the fair value of the property or
     securities and of all other property, other than property as contemplated
     by clause (v) below or securities released from the lien of this Indenture
     since the commencement of the then-current calendar year, as set forth in
     the certificates required by clause (iii) above and this clause (iv),
     equals 10% or more of the Security Balances of the Notes, but such
     certificate need not be furnished in the case of any release of property or
     securities if the fair value thereof as set forth in the related Officer's
     Certificate is less than $25,000 or less than one percent of the then
     Security Balances of the Notes.

          (v)   Notwithstanding any provision of this Indenture, the Issuer may,
     without compliance with the requirements of the other provisions of this
     Section 11.01, (A) collect, sell or otherwise dispose of Mortgage Loans and
     Mortgaged Properties as and to the extent permitted or required by the
     Basic Documents or (B) make cash payments out of the Payment Account as and
     to the extent permitted or required by the Basic Documents, so long as the
     Issuer shall deliver to the Indenture Trustee every six months, commencing
     __________, 200[ ], an Officer's Certificate of the Issuer stating that all
     the dispositions of Collateral described in clauses (A) or (B) above that
     occurred during the preceding six calendar months were in the ordinary
     course of the Issuer's business and that the proceeds thereof were applied
     in accordance with the Basic Documents.

     Section 11.02 Form of Documents Delivered to Indenture Trustee. In any case
where several matters are required to be certified by, or covered by an opinion
of, any specified Person, it is not necessary that all such matters be certified
by, or covered by the opinion of, only one such Person, or that they be so
certified or covered by only one document, but one such Person may certify or
give an opinion with respect to some matters and one or more other such Persons
as to other matters, and any such Person may certify or give an opinion as to
such matters in one or several documents.

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

                                     -53-
<PAGE>

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

     Section 11.03 Acts of Noteholders. (a) Any request, demand, authorization,
direction, notice, consent, waiver or other action provided by this Indenture to
be given or taken by Noteholders may be embodied in and evidenced by one or more
instruments of substantially similar tenor signed by such Noteholders in person
or by agents duly appointed in writing; and except as herein otherwise expressly
provided such action shall become effective when such instrument or instruments
are delivered to the Indenture Trustee, and, where it is hereby expressly
required, to the Issuer. Such instrument or instruments (and the action embodied
therein and evidenced thereby) are herein sometimes referred to as the "Act" of
the Noteholders signing such instrument or instruments. Proof of execution of
any such instrument or of a writing appointing any such agent shall be
sufficient for any purpose of this Indenture and (subject to Section 6.01)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.03.

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

     (c) The ownership of Notes shall be proved by the Note 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 Indenture
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

     Section 11.04 Notices, etc., to Indenture Trustee, Issuer, [Credit
Enhancer] and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to be
made upon, given or furnished to or filed with:

         (i)  the Indenture Trustee by any Noteholder or by the Issuer shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Indenture Trustee at the Corporate Trust Office,
     or

         (ii) the Issuer by the Indenture Trustee or by any Noteholder shall be
     sufficient for every purpose hereunder if in writing and mailed first-
     class, postage prepaid to the Issuer

                                     -54-
<PAGE>

     addressed to: First Horizon Home Equity Loan Trust 200[ ]-[ ] in care of
     [_____________], [______________] Attention of [_________] with a copy to
     the Administrator at [______________], Attention: [_____________], or at
     any other address previously furnished in writing to the Indenture Trustee
     by the Issuer or the Administrator. The Issuer shall promptly transmit any
     notice received by it from the Noteholders to the Indenture Trustee, or

          [(iii) the Credit Enhancer by the Issuer, the Indenture Trustee or by
     any Noteholders shall be sufficient for every purpose hereunder to in
     writing and mailed, first-class postage pre-paid, or personally delivered
     or telecopied to: [_______________], Attention: [______________],
     Telephone: [_____________], Telecopier: [___________].]

     Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to [(i) in the case of
DCR, at the following address: [________________];] [and] [(ii) in the case of
Fitch Investors Service, L.P., at the following address: [______________];]
[and] [(iii) in the case of Moody's, at the following address: Moody's Investors
Service, ABS Monitoring Department, 99 Church Street, New York, New York 10007];
[and] [(iv) in the case of Standard & Poor's, at the following address: Standard
& Poor's Corporation, 26 Broadway (15th Floor), New York, New York 10004,
Attention of Asset Backed Surveillance Department;] or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

     Section 11.05 Notices to Noteholders; Waiver. Where this Indenture provides
for notice to Noteholders of any event, such notice shall be sufficiently given
(unless otherwise herein expressly provided) if in writing and mailed, first-
class, postage prepaid to each Noteholder affected by such event, at his address
as it appears on the Note Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice. In any
case where notice to Noteholders is given by mail, neither the failure to mail
such notice nor any defect in any notice so mailed to any particular Noteholder
shall affect the sufficiency of such notice with respect to other Noteholders,
and any notice that is mailed in the manner herein provided shall conclusively
be presumed to have been duly given.

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

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

                                     -55-
<PAGE>

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

     Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, the Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Administrator to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

     Section 11.07. Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

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

     Section 11.08. Effect of Headings. The Article and Section headings herein
are for convenience only and shall not affect the construction hereof.

     Section 11.09. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.

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

     Section 11.11. Benefits of Indenture. [The Credit Enhancer and its
successors and assigns shall be a third-party beneficiary to the provisions of
this Indenture.] Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, and any other party secured hereunder, and any
other Person with an ownership interest in any part of the Trust Estate, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

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

                                     -56-
<PAGE>

     Section 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, 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 Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

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

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

     Section 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and

                                     -57-
<PAGE>

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

     Section 11.19. Authority of the Administrator. Each of the parties to this
Indenture acknowledges that the Issuer and the Owner Trustee have each appointed
the Administrator to act as its agent to perform the duties and obligations of
the Issuer hereunder. Unless otherwise instructed by the Issuer or the Owner
Trustee, copies of all notices, requests, demands and other documents to be
delivered to the Issuer or the Owner Trustee pursuant to the terms hereof shall
be delivered to the Administrator. Unless otherwise instructed by the Issuer or
the Owner Trustee, all notices, requests, demands and other documents to be
executed or delivered, and any action to be taken, by the Issuer or the Owner
Trustee pursuant to the terms hereof may be executed, delivered and/or taken by
the Administrator pursuant to the Administration Agreement.

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

                                           FIRST HORIZON HOME EQUITY LOAN TRUST
                                           200[ ]-[ ] as Issuer

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



                                                By:_____________________________
                                                Name:
                                                Title:


                                           [_________________________________],
                                           as Indenture Trustee, as Certificate
                                           Paying Agent and as Certificate
                                           Registrar



                                           By:__________________________________
                                           Name:
                                           Title:

                                     -58-
<PAGE>

                                           [___________________] hereby accepts
                                           the appointment as Certificate
                                           Paying Agent pursuant to Section
                                           3.03 hereof and as Certificate
                                           Registrar pursuant to Section 4.02
                                           hereof.


                                           By:_________________________________
                                           Title:


STATE OF [  ]       )
                    ) ss.:
COUNTY OF [  ]      )

     On this ____ day of __________, before me personally appeared
______________, to me known, who being by me duly sworn, did depose and say,
that he resides at _________________, _______________________, that he is the
________________________ of the Owner Trustee, one of the corporations described
in and which executed the above instrument; that he knows the seal of said
corporation; that the seal affixed to said instrument is such corporate seal;
that it was so affixed by order of the Board of Directors of said corporation;
and that he signed his name thereto by like order.

                                                ________________________________
                                                Notary Public

[NOTARIAL SEAL]

                                     -59-
<PAGE>

STATE OF [_]        )
                    ) ss.:
COUNTY OF [_]       )

     On this ____ day of __________, before me personally appeared ________
__________________, to me known, who being by me duly sworn, did depose and say,
that he resides at ________________________________________, that he is the
______________ of _________________, as Indenture Trustee, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation; and that he signed his name thereto by like order.


                                               _________________________________
                                               Notary Public

[NOTARIAL SEAL]


STATE OF [_]           )
                       ) ss.:
COUNTY OF [_]          )

     On this ____ day of __________, before me personally appeared _________
________________, to me known, who being by me duly sworn, did depose and say,
that he resides at ________________________________________, that he is an
________________ of _______________, as Indenture Trustee, one of the
corporations described in and which executed the above instrument; that he knows
the seal of said corporation; that the seal affixed to said instrument is such
corporate seal; that it was so affixed by order of the Board of Directors of
said corporation; and that he signed his name thereto by like order.


                                               _________________________________
                                               Notary Public

[NOTARIAL SEAL]

                                     -60-
<PAGE>

                                  APPENDIX A

                                  DEFINITIONS

     Accelerated Principal Distribution Amount: With respect to any Payment
Date, the lesser of (x) the amount remaining in the Payment Account after the
application of funds on deposit therein in accordance with clauses (i) through
(vi) of Section 3.05 of the Indenture and (y) the amount required to reach the
Required Overcollateralization Amount.

     Accelerated Principal Payment Amount:  As defined in Section 3.05 of the
Indenture.

     Additional Balance: With respect to any Mortgage Loan, any future Draw made
by the related Mortgagor pursuant to the related Loan Agreement after the Cut-
off Date in the case of an Initial Loan, or after the Deposit Date in the case
of an Additional Loan; provided, however, that if an Amortization Event occurs,
then any Draw after such Amortization Event shall not be acquired by the Issuer
and shall not be an Additional Balance.

     Additional Loans: All home equity line of credit loans sold by the Seller
to the Issuer after the Closing Date pursuant to the Sale and Servicing
Agreement.

     Administration Agreement: The Administration Agreement dated as of
___________, 200[] among the Issuer, the Indenture Trustee and [______________],
as Administrator, as it may be amended from time to time.

     Administrator: [______________], as administrator under the Administration
Agreement or any successor Administrator appointed pursuant to the terms of the
Administration Agreement.

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

     Aggregate Security Balance: With respect to any Payment Date, the aggregate
of the Principal Balances of all Securities as of such date.

     [Amortization Event: Any one of the following events:

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

                                      -1-
<PAGE>

     (b) if any representation or warranty made by the Seller in the Sale and
Servicing Agreement proves to have been incorrect in any material respect when
made and which continues to be incorrect in any material respect for a period of
45 days with respect to any representation or warranty of the Seller made in
Section [___] of the Sale and Servicing Agreement or 90 days with respect to any
representation or warranty made in Section [___] or [___] of the Sale and
Servicing Agreement after written notice and as a result of which the interests
of the Securityholders or the Credit Enhancer are materially and adversely
affected; provided, however, that an Amortization Event shall not be deemed to
occur if the Seller has repurchased or substituted for the related Mortgage
Loans or all Mortgage Loans, if applicable, during such period (or within an
additional 60 days with the consent of the Indenture Trustee and the Credit
Enhancer) in accordance with the provisions of the Indenture;

     (c) The entry against the Seller of a decree or order by a court or agency
or supervisory authority having jurisdiction in the premises for the appointment
of a trustee, conservator, receiver or liquidator in any insolvency, con-
servatorship, receivership, readjustment of debt, marshalling of assets and
liabilities or similar proceedings, or for the winding up or liquidation of its
affairs, and the continuance of any such decree or order unstayed and in effect
for a period of 60 consecutive days;

     (d) The Seller shall voluntarily go into liquidation, consent to the
appointment of a conservator, receiver, liquidator or similar person in any
insolvency, readjustment of debt, marshalling of assets and liabilities or
similar proceedings of or relating to the Seller or of or relating to all or
substantially all of its property, or a decree or order of a court, agency or
supervisory authority having jurisdiction in the premises for the appointment of
a conservator, receiver, liquidator or similar person in any insolvency,
readjustment of debt, marshalling of assets and liabilities or similar
proceedings, or for the winding-up or liquidation of its affairs, shall have
been entered against the Seller and such decree or order shall have remained in
force undischarged, unbonded or unstayed for a period of 60 days; or the Seller
shall admit in writing its inability to pay its debts generally as they become
due, file a petition to take advantage of any applicable insolvency or
reorganization statute, make an assignment for the benefit of its creditors or
voluntarily suspend payment of its obligations;

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

     (f) an Event of Servicing Termination relating to the Master Servicer
occurs under the Sale and Servicing Agreement and the Master Servicer is the
Seller; or

     (g) the aggregate of all draws under the Credit Enhancement Instrument
exceed 1% of the sum of (i) the Cutoff Date Asset Balance and (ii) the amount by
which the Pool Balance as of the latest date that the Additional Loans have been
transferred to the Issuer exceeds the Cut-off Date Asset Balance.

In the case of any event described in (a), (b) or (f), an Amortization Event
will be deemed to have occurred only if, after any applicable grace period
described in such clauses, either the Indenture

                                      -2-
<PAGE>

Trustee, the Credit Enhancer or, with the consent of the Credit Enhancer,
Securityholders evidencing not less than 51% of the Security Balance of each of
the Notes and the Certificates by written notice to the Seller, the Master
Servicer, the Depositor and the Owner Trustee (and to the Indenture Trustee, if
given by the Credit Enhancer or the Securityholders) may declare that an
Amortization Event has occurred as of the date of such notice. In the case of
any event described in clauses (c), (d), (e), (g) or (h), an Amortization Event
will be deemed to have occurred without any notice or other action on the part
of the Indenture Trustee, the Securityholders or the Credit Enhancer immediately
upon the occurrence of such event; provided, that any Amortization Event
described in clauses (g) or (h) may be waived and deemed of no effect with the
written consent of the Credit Enhancer and each Rating Agency, subject to the
satisfaction of any conditions to such waiver.]

     Appraised Value: With respect to any Mortgaged Property, either (x) the
value set forth in an appraisal of such Mortgaged Property made to establish
compliance with the underwriting criteria then in effect in connection with the
later of the application for the Mortgage Loan secured by such Mortgaged
Property or any subsequent increase or decrease in the related Credit Limit or
to reduce or eliminate the amount of any primary insurance, or (y) if the sales
price of the Mortgaged Property is considered in accordance with the
underwriting criteria applicable to the Mortgage Loan, the lesser of (i) the
appraised value referred to in (x) above and (ii) the sales price of such
Mortgaged Property.

     Asset Balance: With respect to any Mortgage Loan, other than a Liquidated
Mortgage Loan, and as of any day, the related Cut-off Date Asset Balance or
Deposit Date Asset Balance, [plus (i) any Additional Balances in respect of such
Mortgage Loan conveyed to the Issuer,] minus [(ii)] all collections credited as
principal in respect of any such Mortgage Loan in accordance with the related
Loan Agreement (except for any such collections that are allocable to the
Excluded Amount) and applied in reduction of the Asset Balance thereof. For
purposes of this definition, a Liquidated Mortgage Loan shall be deemed to have
an Asset Balance equal to the Asset Balance of the related Mortgage Loan
immediately prior to the final recovery of all related Liquidation Proceeds and
an Asset Balance of zero thereafter.

     Assignment of Mortgage: With respect to any Mortgage, an assignment, notice
of transfer or equivalent instrument, in recordable form, sufficient under the
laws of the jurisdiction in which the related Mortgaged Property is located to
reflect the conveyance of the Mortgage, which assignment, notice of transfer or
equivalent instrument may be in the form of one or more blanket assignments
covering the Mortgage Loans secured by Mortgaged Properties located in the same
jurisdiction.

     Authorized Newspaper: A newspaper of general circulation in the [Borough of
Manhattan, The City of New York], printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

     Authorized Officer: With respect to the Issuer, any officer of the Owner
Trustee who is authorized to act for the Owner Trustee in matters relating to
the Issuer and who is identified on the list of Authorized Officers delivered by
the Owner Trustee to the Indenture Trustee on the Closing Date (as such list may
be modified or supplemented from time to time thereafter) and, so long as the
Administration Agreement is in effect, any Responsible Officer of the
Administrator who is

                                      -3-
<PAGE>

authorized to act for the Administrator in matters relating to the Issuer and to
be acted upon by the Administrator pursuant to the Administration Agreement and
who is identified on the list of Authorized Officers delivered by the
Administrator to the Indenture Trustee on the Closing Date (as such list may be
modified or supplemented from time to time thereafter).

     Basic Documents: The Trust Agreement, the Certificate of Trust, the
Indenture, the Mortgage Loan Purchase Agreement, [the Insurance Agreement,] the
Administration Agreement, the Sale and Servicing Agreement, the Custodial
Agreement and the other documents and certificates delivered in connection with
any of the above.

     Beneficial Owner: With respect to any Note, the Person who is the
beneficial owner of such Note as reflected on the books of the Depository or on
the books of a Person maintaining an account with such Depository (directly as a
Depository Participant or indirectly through a Depository Participant, in
accordance with the rules of such Depository).

     Billing Cycle: With respect to any Mortgage Loan and Due Date, the calendar
month preceding such Due Date.

     Book-Entry Notes: Beneficial interests in the Notes, ownership and
transfers of which shall be made through book entries by the Depository as
described in Section 4.06 of the Indenture.

     Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a day
on which banking institutions in the State of [New York], [________] or
[_______] are required or authorized by law to be closed.

     Business Trust Statute: Chapter 38 of Title 12 of the Delaware Code, 12
Del. Code ss.ss.3801 et seq., as the same may be amended from time to time.

     Carryover Loss Amount: With respect to any Payment Date, the aggregate of
Loss Amounts (other than Loss Amounts arising during the related Collection
Period) with respect to which either (i) payments of principal have not been
previously made on the Notes and the Certificates or (ii) were not reflected in
a reduction (not below zero) of the Overcollateralization Amount.

     Certificate Distribution Amount: With respect to any Payment Date, the sum
of (x) the amount accrued during the related Interest Period on the Principal
Balance of the Certificates at the Certificate Rate for such Interest Period and
(y) any Unpaid Certificate Distribution Amount Shortfall. The amount available
for distribution on any Payment Date shall be allocated first to the amount in
clause (x) above, and second to the amount in clause (y) above.

     Certificate Paying Agent:  The meaning specified in Section 3.03 of the
Indenture.

     Certificate Percentage: With respect to any Payment Date, the ratio,
expressed as a percentage, of the aggregate of the Principal Balance of the
Certificates immediately prior to such Payment Date to the sum of the aggregate
of the Principal Balance of the Securities immediately prior to such date.

                                      -4-
<PAGE>

     Certificate Rate: With respect to any Interest Period, the per annum rate
determined by the Master Servicer equal to the sum of (i) LIBOR and (ii)
[______]%; provided, however, that in no event shall the Certificate Rate with
respect to any Interest Period exceed the Maximum Rate.

     Certificate Register: The register maintained by the Certificate Registrar
in which the Certificate Registrar shall provide for the registration of
Certificates and of transfers and exchanges of Certificates.

     Certificate Registrar: Initially, [________], in its capacity as
Certificate Registrar, or any successor to the Indenture Trustee in such
capacity.

     Certificate of Trust: The Certificate of Trust filed for the Trust pursuant
to Section 3810(a) of the Business Trust Statute.

     Certificates: The Home Equity Loan Asset-Backed Certificates, Series 200
[  ]-[  ], each evidencing undivided beneficial interests in the Issuer and
executed by the Owner Trustee in substantially the form set forth in Exhibit A
to the Trust Agreement.

     Certificateholder: The Person in whose name a Certificate is registered in
the Certificate Register except that, any Certificate registered in the name of
the Issuer, the Owner Trustee or the Indenture Trustee or any Affiliate of any
of them shall be deemed not to be outstanding and the registered holder will not
be considered a Certificateholder or a holder for purposes of giving any
request, demand, authorization, direction, notice, consent or waiver under the
Indenture or the Trust Agreement provided that, in determining whether the
Indenture Trustee or the Owner Trustee shall be protected in relying upon any
such request, demand, authorization, direction, notice, consent or waiver, only
Certificates that the Indenture Trustee or the Owner Trustee knows to be so
owned shall be so disregarded. Owners of Certificates that have been pledged in
good faith may be regarded as Holders if the pledgee establishes to the
satisfaction of the Indenture Trustee or the Owner Trustee, as the case may be,
the pledgee's right so to act with respect to such Certificates and that the
pledgee is not the Issuer, any other obligor upon the Certificates or any
Affiliate of any of the foregoing Persons.

     Class:  The Notes or the Certificates, as the case may be.

     Closing Date:  ___________, 200[  ]-[  ].

     Code:  The Internal Revenue Code of 1986, as amended, and the rules and
regulations promulgated thereunder.

     Collateral:  The meaning specified in the Granting Clause of the Indenture.

     Collection Account: The account or accounts created and maintained pursuant
to Section [  ] of the Sale and Servicing Agreement. The Collection Account
shall be an Eligible Account.

                                      -5-
<PAGE>

     Collection Period: With respect to any Mortgage Loan and Payment Date other
than the first Payment Date, the calendar month preceding any such Payment Date
and with respect to the first Payment Date, the period from _____________
through [________].

     Combined Loan-to-Value Ratio: With respect to any Mortgage Loan and any
date, the percentage equivalent of a fraction, the numerator of which is the sum
of (i) the greater of (x) the Credit Limit and (y) the Cut-off Date Asset
Balance of such Mortgage Loan and (ii) the outstanding principal balance as of
the date of the origination of such Mortgage Loan (or any subsequent date as of
which such outstanding principal balance may be determined in connection with an
increase or decrease in the Credit Limit or to reduce the amount of primary
insurance for such Mortgage Loan) of any mortgage loan or mortgage loans that
are secured by liens on the Mortgaged Property that are senior or subordinate to
the Mortgage and the denominator of which is the Appraised Value of the related
Mortgaged Property.

     Corporate Trust Office: With respect to the Indenture Trustee, Certificate
Registrar, Certificate Paying Agent and Paying Agent, the principal corporate
trust office of the Indenture Trustee and Note Registrar at which at any
particular time its corporate trust business shall be administered, which office
at the date of the execution of this instrument is located at [________],
except that for purposes of Section 4.02 of the Indenture and Section 3.09 of
the Trust Agreement, such term shall include the Indenture Trustee's office or
agency at [________] to the Owner Trustee, the principal corporate trust
office of the Owner Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution of
this Trust Agreement is located at [________], Attention:
[__________].

     [Credit Enhancement Draw Amount:  As defined in Section 3.32 of the
Indenture.

     Credit Enhancement Instrument: The security bond number [_______], dated
as of the Closing Date, issued by the Credit Enhancer to the Indenture Trustee
for the benefit of the Noteholders and to the Certificate Paying Agent as agent
for the Issuer for the benefit of the Certificateholders.

     Credit Enhancer: [____________________], a [_______________], any
successor thereto or any replacement credit enhancer substituted pursuant to
Section 3.33 of the Indenture.

     Credit Enhancer Default:  If the Credit Enhancer fails to make a payment
required under the Credit Enhancement Instrument in accordance with its terms.]

     Credit Limit: With respect to any Mortgage Loan, the maximum Asset Balance
permitted under the terms of the related Loan Agreement.

     Custodial Agreement: Any Custodial Agreement between the Custodian, the
Indenture Trustee, the Issuer and the Master Servicer relating to the custody of
the Mortgage Loans and the Related Documents.

                                      -6-
<PAGE>

     Custodian:  With respect to the Mortgage Loans, [______________], a
[_______________], and its successors and assigns.

     Cut-Off Date:  With respect to the Initial Loans ________, 200[ ].

     [DCR:  Duff & Phelps Credit Rating Co. or its successor in interest.]

     Default: Any occurrence which is or with notice or the lapse of time or
both would become an Event of Default.

     Definitive Notes: The meaning specified in Section 4.06 of the Indenture.

     Deleted Mortgage Loan: A Mortgage Loan replaced or to be replaced with an
Eligible Substitute Mortgage Loan.

     [Deposit Date: The applicable date as of which any Additional Loan is sold
to the Issuer pursuant to the Mortgage Loan Purchase Agreement.

     Deposit Date Asset Balance: With respect to any Additional Loan, the Asset
Balance thereof as of the Deposit Date.]

     Depositor: First Horizon Asset Securities Inc., a Delaware corporation, or
its successor in interest.

     Depository or Depository Agency: The Depository Trust Company or a
successor appointed by the Indenture Trustee with the approval of the Depositor.
Any successor to the Depository shall be an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act and the
regulations of the Securities and Exchange Commission thereunder.

     Depository Participant: A Person for whom, from time to time, the
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

     Designated Certificate: The meaning specified in Section 3.11 of the Trust
Agreement.

     Dissolution Payment Date: Following an Event of Default under the Indenture
and an acceleration of the Maturity Date of the Notes, a date on which the
proceeds of the sale of the Trust Estate are paid to Securityholders.

     Draw: With respect to any Mortgage Loan, a borrowing by the Mortgagor under
the related Loan Agreement.

     Due Date: With respect to the Mortgage Loans, the [__]th day of the month.

     Eligible Account: An account that is any of the following: (i) maintained
with a depository institution the short-term debt obligations of which have been
rated by each Rating Agency in its

                                      -7-
<PAGE>

highest rating available, or (ii) an account or accounts in a depository
institution in which such accounts are fully insured to the limits established
by the FDIC, provided that any deposit not so insured shall, to the extent
acceptable to each Rating Agency, as evidenced in writing, be maintained such
that (as evidenced by an Opinion of Counsel delivered to the Indenture Trustee
and each Rating Agency) the Indenture Trustee have a claim with respect to the
funds in such account or a perfected first security interest against any
collateral (which shall be limited to Eligible Investments) securing such funds
that is superior to claims of any other depositors or creditors of the
depository institution with which such account is maintained, or (iii) in the
case of the Collection Account, either (A) a trust account or accounts
maintained at the Corporate Trust Department of the Indenture Trustee or (B) an
account or accounts maintained at the Corporate Trust Department of the
Indenture Trustee, as long as its short term debt obligations are rated [___] by
[_____] and [___] by [_____________] or the equivalent or better by each Rating
Agency and its long term debt obligations are rated [___] by [___] and [___] by
[___________] or the equivalent or better by each Rating Agency, or (iv) in the
case of the Collection Account and the Payment Account, a trust account or
accounts maintained in the corporate trust division of the Indenture Trustee, or
(v) an account or accounts of a depository institution acceptable to each Rating
Agency as evidenced in writing by each Rating Agency that use of any such
account as the Collection Account or the Payment Account will not reduce the
rating assigned to any of the Securities by such Rating Agency below investment
grade [without taking into account the Credit Enhancement Instrument.]

     Eligible Investments:  One or more of the following:

          (i)   obligations of the United States or any agency thereof, provided
     such obligations are backed by the full faith and credit of the United
     States;

          (ii)  general obligations of or obligations guaranteed by any state of
     the United States or the District of Columbia receiving the highest long-
     term debt rating of each Rating Agency rating the related Series of
     Securities, or such lower rating as will not result in the downgrading or
     withdrawal of the ratings then assigned to the Securities by each such
     Rating Agency;

          (iii) commercial or finance company paper (including, without
     limitation, commercial paper issued by First Horizon Home Loan Corporation
     or any of its Affiliates) which is then receiving the highest commercial or
     finance company paper rating of each such Rating Agency, or such lower
     rating as will not result in the downgrading or withdrawal of the ratings
     then assigned to the Securities by each such Rating Agency;

          (iv)  certificates of deposit, demand or time deposits, or bankers'
     acceptances issued by any depository institution or trust company
     incorporated under the laws of the United States or of any state thereof
     and subject to supervision and examination by federal and/or state banking
     authorities, provided that the commercial paper and/or long term unsecured
     debt obligations of such depository institution or trust company (or in the
     case of the principal depository institution in a holding company system,
     the commercial paper or long-term unsecured debt obligations of such
     holding company, but only if Moody's Investors Service, Inc. ("Moody's") is
     not a Rating Agency) are then rated one of the two

                                      -8-
<PAGE>

     highest long-term and the highest short-term ratings of each such Rating
     Agency for such securities, or such lower ratings as will not result in the
     downgrading or withdrawal of the rating then assigned to the Securities by
     any such Rating Agency;

          (v)    demand or time deposits or certificates of deposit issued by
     any bank or trust company or savings institution to the extent that such
     deposits are fully insured by the FDIC;

          (vi)   guaranteed reinvestment agreements issued by any bank,
     insurance company or other corporation containing, at the time of the
     issuance of such agreements, such terms and conditions as will not result
     in the downgrading or withdrawal of the rating then assigned to the
     Securities by any such Rating Agency;

          (vii)  repurchase obligations with respect to any security described
     in clauses (i) and (ii) above, in either case entered into with a
     depository institution or trust company (acting as principal) described in
     clause (iv) above;

          (viii) securities (other than stripped bonds, stripped coupons or
     instruments sold at a purchase price in excess of 115% of the face amount
     thereof) bearing interest or sold at a discount issued by any corporation
     incorporated under the laws of the United States or any state thereof
     which, at the time of such investment, have one of the two highest ratings
     of each Rating Agency (except if the Rating Agency is Moody's, such rating
     shall be the highest commercial paper rating of Moody's for any such
     securities), or such lower rating as will not result in the downgrading or
     withdrawal of the rating then assigned to the Securities by any such Rating
     Agency, as evidenced by a signed writing delivered by each such Rating
     Agency; and

          (ix)   such other investments having a specified stated maturity and
     bearing interest or sold at a discount acceptable to each Rating Agency as
     will not result in the downgrading or withdrawal of the rating then
     assigned to the Securities of such Series by any such Rating Agency, as
     evidenced by a signed writing delivered by each such Rating Agency;
     provided that no such instrument shall be a Permitted Investment if such
     instrument evidences the right to receive interest only payments with
     respect to the obligations underlying such instrument.

     Eligible Substitute Mortgage Loan: A Mortgage Loan substituted by the
Depositor for a Deleted Mortgage Loan which must, on the date of such
substitution, as confirmed in an Officers' Certificate delivered to the
Indenture Trustee, (i) have an outstanding principal balance, after deduction of
the principal portion of the monthly payment due in the month of substitution
(or in the case of a substitution of more than one Mortgage Loan for a Deleted
Mortgage Loan, an aggregate outstanding principal balance, after such
deduction), not in excess of the outstanding principal balance of the Deleted
Mortgage Loan (the amount of any shortfall to be deposited by the Seller in the
Collection Account in the month of substitution); (ii) have a Loan Rate not less
than the Loan Rate of the Deleted Mortgage Loan and not more than __% in excess
of the Loan Rate of such Deleted Mortgage Loan; (iii) have a Loan Rate based on
the same index with adjustments to such Loan Rate made on the same interest rate
adjustment date as that of the Deleted Mortgage Loan; (iv)

                                      -9-
<PAGE>

have a Margin that is not less than the Margin of the Deleted Mortgage Loan and
not more than _____ basis points higher than the Margin for the Deleted Mortgage
Loan; (v) have a mortgage of the same or higher level of priority as the
mortgage relating to the Deleted Mortgage Loan; (vi) have a remaining term to
maturity not more than ____ months earlier and not more than ____ months later
than the remaining term to maturity of the Deleted Mortgage Loan; (vii) comply
with each representation and warranty as to the Mortgage Loans set forth in the
Mortgage Loan Purchase Agreement (deemed to be made as of the date of
substitution); (viii) in general, have an original Combined Loan-to-Value Ratio
not greater than that of the Deleted Mortgage Loans; and (ix) satisfy certain
other conditions specified in the Purchase Agreement. To the extent the
Principal Balance of an Eligible Substitute Mortgage Loan is less than the
Principal Balance of the related Deleted Mortgage Loan, the Seller will be
required to make a deposit tot he Collection Account equal to such difference;
and (x) not be __ days or more delinquent.

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

     Event of Default: With respect to the Indenture, 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 in the payment of any interest on any Note when the
     same becomes due and payable, and such default shall continue for a period
     of five days; or

          (ii)  a default in the payment of the principal of or ay installment
     of the principal of any Note when the same becomes due and payable; or

          (iii) [a Credit Enhancer Default shall have occurred and be continuing
     and] there occurs a default in the observance or performance of any
     covenant or agreement of the Issuer made in the Indenture, or any
     representation or warranty of the Issuer made in the Indenture or in any
     certificate or other writing delivered pursuant hereto or in connection
     herewith proving to have been incorrect in any material respect as of the
     time when the same shall have been made, and such default shall continue or
     not be cured, or the circumstance or condition in respect of which such
     representation or warranty was incorrect shall not have been eliminated or
     otherwise cured, for a period of 30 days after there shall have been given,
     by registered or certified mail, to the Issuer by the Indenture Trustee or
     to the Issuer and the Indenture Trustee by the Holders of at least 25% of
     the Outstanding Amount of the Notes, a written notice specifying such
     default or incorrect representation or warranty and requiring it to be
     remedied and stating that such notice is a notice of default hereunder; or

          (iv)  [a Credit Enhancer Default shall have occurred and be continuing
     and] there occurs the filing of a decree or order for relief by a court
     having jurisdiction in the premises in respect of the Issuer or any
     substantial part of the Trust Estate in an involuntary case under any
     applicable federal or state bankruptcy, insolvency or other similar law now
     or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official of the Issuer or for
     any substantial part of the Trust Estate, or ordering the

                                     -10-
<PAGE>

     winding-up or liquidation of the Issuer's affairs, and such decree or order
     shall remain unstayed and in effect for a period of 60 consecutive days; or

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

     Event of Servicer Termination: With respect to the Sale and Servicing
Agreement, an Event of Default as defined in Section 7.01 of the Sale and
Servicing Agreement.

     Exchange Act: The Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.

     Excluded Amount: For any Payment Date on or after the occurrence of an
Amortization Event, with respect to all collections whether interest or
principal (other than any amounts received in respect of a Repurchase Price and
pursuant to Section [  ] of the Sale and Servicing Agreement) ("Total
Collections") on all Initial Loans and Additional Loans in each case including
all Draws whether or not transferred to the Issuer (collectively, "Total
Balances of Obligors"), an amount equal to the product of (A) Total Collections
during the related Collection Period and (B) a fraction equal to one (1) minus a
fraction the numerator of which is (x) the aggregate Asset Balances of the end
of the last Collection Period and the denominator of which is (y) the Total
Balances of Obligors.

     Expenses: The meaning specified in Section 8.02 of the Trust Agreement.

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

     Final Scheduled Payment Date: To the extent not previously paid, the
principal balance of each Class of Notes will be due on the Payment Date in
____________ ____.

     Fitch: Fitch Investors Service, L.P. or its successor in interest.

     FNMA:  The Federal National Mortgage Association, or any successor thereto.

     Foreclosure Profit: With respect to a Liquidated Mortgage Loan, the amount,
if any, by which (i) the aggregate of its Net Liquidation Proceeds exceeds (ii)
the related Asset Balance (plus accrued and unpaid interest thereon at the
applicable Loan Rate from the date interest was last paid through the date of
receipt of the final Liquidation Proceeds) of such Liquidated Mortgage Loan
immediately prior to the final recovery of its Liquidation Proceeds.

                                     -11-
<PAGE>

     [Funding Account: The trust account created and maintained with the
Indenture Trustee pursuant to Section 8.02 of the Indenture and referred to
therein as the Funding Account. Funds deposited in the Funding Account shall be
held in trust for the uses and purposes set forth in Article VIII of the
Indenture.

     Funding Period: The period commencing on the Cut-off Date and ending on the
earlier of (x) the Payment Date in __________, 200[ ] and (y) the occurrence of
an Amortization Event.]

     Grant: Mortgage, pledge, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
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 such collateral or other agreement or instrument 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.

     Gross Margin: With respect to any Mortgage Loan, the percentage set forth
as the "Gross Margin" for such Mortgage Loan on the Mortgage Loan Schedule, as
adjusted from time to time with respect to any [______________] Loan in
accordance with the terms of the Sale and Servicing Agreement.

     [Guaranteed Principal Payment Amount: With respect to any Payment Date,
other than the Dissolution Payment Date, the amount, if any, by which the
Aggregate Security Balance (after giving effect to all amounts allocable and
distributable to principal on the Securities on such Payment Date) exceeds the
sum of (A) the Pool Balance plus (B) all amounts on deposit in the Funding
Account on such date (after giving effect to all withdrawals therefrom and
deposits thereto pursuant to Sections 8.02(b) and 8.02(c) of the Indenture on
such Payment Date). With respect to the Payment Date in ________, 200[ ], if
such Payment Date is not a Dissolution Payment Date, the amount, if any, by
which the aggregate of the Security Balances (after giving effect to all amounts
allocable and distributable to principal on the Securities) exceeds the amount
on deposit in the Payment Account available to be paid as principal on the
Securities (after giving effect to all amounts allocable and distributable as
principal on the Securities on such date).]

     Holder:  Any of the Noteholders or Certificateholders.

     Indemnified Party:  The meaning specified in Section [  ] of the Trust
Agreement.

     Indenture:  The indenture dated as of _________, 200[  ] between the Issuer
and the Indenture Trustee, as Indenture Trustee.

     Indenture Trustee:  [______________], and its successors and assigns or any
successor indenture trustee appointed pursuant to the terms of the Indenture.

                                     -12-
<PAGE>

     Independent: When used with respect to any specified Person, the Person (i)
is in fact independent of the Issuer, any other obligor on the Notes, the
Seller, the Depositor and any Affiliate of any of the foregoing Persons, (ii)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller, the Depositor or any
Affiliate of any of the foregoing Persons and (iii) is not connected with the
Issuer, any such other obligor, the Seller, the Depositor or any Affiliate of
any of the foregoing Persons as an officer, employee, promoter, underwriter,
trustee, partner, director or person performing similar functions.

     Independent Certificate: A certificate or opinion to be delivered to the
Indenture Trustee under the circumstances described in, and otherwise complying
with, the applicable requirements of Section 11.01 of the Indenture, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the Indenture 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.

     Index Rate: [The rate [equal to] [based on] the highest "prime rate"
published in the 'Money Rates' table of The Wall Street Journal as of the first
Business Day of each calendar month.]

     Initial Loans: All home equity lines of credit sold by the Seller to the
Purchaser on ________, 200[ ] pursuant to the terms of the Mortgage Loan
Purchase Agreement, as specified in the Mortgage Loan Schedule.

     Initial Principal Balance:  With respect to the Certificates,
$______________; and the Notes, $___________.

     Insolvency Event: With respect to a specified Person, (a) the filing of a
decree or order for relief by a court having jurisdiction in the premises in
respect of such Person or any substantial part of its property in an involuntary
case under any applicable bankruptcy, insolvency or other similar law now or
hereafter in effect, or appointing a receiver, liquidator, assignee, custodian,
trustee, sequestrator or similar official for such Person or for any substantial
part of its property, or ordering the winding-up or liquidation of such Person's
affairs, and such decree or order shall remain unstayed and in effect for a
period of 60 consecutive days; or (b) the commencement by such Person of a
voluntary case under any applicable bankruptcy, insolvency or other similar law
now or hereafter in effect, or the consent by such Person to the entry of an
order for relief in an involuntary case under any such law, or the consent by
such Person to the appointment of or taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator or similar official for
such Person or for any substantial part of its property, or the making by such
Person of any general assignment for the benefit of creditors, or the failure by
such Person generally to pay its debts as such debts become due or the admission
by such Person in writing (as to which the Indenture Trustee shall have notice)
of its inability to pay its debts generally, or the adoption by the Board of
Directors or managing member of such Person of a resolution which authorizes
action by such Person in furtherance of any of the foregoing.

                                     -13-
<PAGE>

     [Insurance Agreement: The insurance and reimbursement agreement dated as of
______________, 200[ ] among the Master Servicer, the Seller, the Depositor, the
Issuer and the Credit Enhancer, including any amendments and supplements
thereto.]

     Insurance Proceeds: Proceeds paid by any insurer pursuant to any insurance
policy covering a Mortgage Loan which are required to be remitted to the Master
Servicer, or amounts required to be paid by the Master Servicer pursuant to the
last sentence of Section [ ] of the Sale and Servicing Agreement, net of any
component thereof (i) covering any expenses incurred by or on behalf of the
Master Servicer in connection with obtaining such proceeds, (ii) that is applied
to the restoration or repair of the related Mortgaged Property, (iii) released
to the Mortgagor in accordance with the Master Servicer's normal servicing
procedures or (iv) required to be paid to any holder of a mortgage senior to
such Mortgage Loan.

     Interest Collections: With respect to any Payment Date, the sum of all
payments by or on behalf of Mortgagors and any other amounts constituting
interest (including without limitation such portion of Insurance Proceeds, Net
Liquidation Proceeds and Repurchase Prices as is allocable to interest on the
applicable Mortgage Loan) as is paid by the Seller or the Master Servicer or is
collected by the Servicer under the Mortgage Loans, reduced by the Servicing
Fees for the related Collection Period and by any fees (including annual fees)
or late charges or similar administrative fees paid by Mortgagors during the
related Collection Period. The terms of the related Loan Agreement shall
determine the portion of each payment in respect of such Mortgage Loan that
constitutes principal or interest.

     Interest Period: With respect to any Payment Date other than the first
Payment Date, the period beginning on the preceding Payment Date and ending on
the day preceding such Payment Date, and in the case of the first Payment Date,
the period beginning on the Closing Date and ending on the day preceding the
first Payment Date.

     Issuer:  First Horizon Home Equity Loan Trust 200[ ]-[ ], a [state]
business trust, or its successor in interest.

     Issuer Request:  A written order or request signed in the name of the
Issuer by any one of its Authorized Officers and delivered to the Indenture
Trustee.

     [LIBOR: For any Interest Period other than the first Interest Period, the
rate for United States dollar deposits for one month which appears on the
Telerate Screen Page 3750 as of 11:00 A.M., London time, on the second LIBOR
Business Day prior to the first day of such Interest Period. With respect to the
first Interest Period, the rate for United States dollar deposits for one month
which appears on the Telerate Screen Page 3750 as of _____ A.M.,
_________________ time, two LIBOR Business Days prior to the Closing Date. If
such rate does not appear on such page (or such other page as may replace that
page on that service, or if such service is no longer offered, such other
service for displaying LIBOR or comparable rates as may be reasonably selected
by the Indenture Trustee after consultation with the Master Servicer), the rate
will be the Reference Bank Rate. If no such quotations can be obtained and no
Reference Bank Rate is available, LIBOR will be LIBOR applicable to the
preceding Payment Date.]

                                     -14-
<PAGE>

     LIBOR Business Day: Any day other than (i) a Saturday or a Sunday or (ii) a
day on which banking institutions in the State of [New York], [__________] or
[________], or in the city of London, England are required or authorized by law
to be closed.

     Lien: Any mortgage, deed of trust, pledge, conveyance, hypothecation,
assignment, participation, deposit arrangement, encumbrance, lien (statutory or
other), preference, priority right or interest or other security agreement or
preferential arrangement of any kind or nature whatsoever, including, without
limitation, any conditional sale or other title retention agreement, any
financing lease having substantially the same economic effect as any of the
foregoing and the filing of any financing statement under the UCC (other than
any such financing statement filed for informational purposes only) or
comparable law of any jurisdiction to evidence any of the foregoing; provided,
however, that any assignment pursuant to Section [  ] of the Sale and Servicing
Agreement shall not be deemed to constitute a Lien.

     Lifetime Rate Cap: With respect to each Mortgage Loan with respect to which
the related Mortgage Note provides for a lifetime rate cap, the maximum Loan
Rate permitted over the life of such Mortgage Loan under the terms of such
Mortgage Note, as set forth on the Mortgage Loan Schedule and initially as set
forth on Exhibit A to the Sale and Servicing Agreement.

     Liquidated Mortgage Loan: With respect to any Payment Date, any Mortgage
Loan in respect of which the Master Servicer has determined, in accordance with
the servicing procedures specified in the Sale and Servicing Agreement, as of
the end of the related Collection Period that substantially all Liquidation
Proceeds which it reasonably expects to recover with respect to the disposition
of the related REO have been recovered.

     Liquidation Expenses: Out-of-pocket expenses (exclusive of overhead) which
are incurred by or on behalf of the Master Servicer in connection with the
liquidation of any Mortgage Loan and not recovered under any insurance policy,
such expenses including, without limitation, legal fees and expenses, any
unreimbursed amount expended (including, without limitation, amounts advanced to
correct defaults on any mortgage loan which is senior to such Mortgage Loan and
amounts advanced to keep current or pay off a mortgage loan that is senior to
such Mortgage Loan) respecting the related Mortgage Loan and any related and
unreimbursed expenditures for real estate property taxes or for property
restoration, preservation or insurance against casualty loss or damage.

     Liquidation Loss Amounts: With respect to any Payment Date and any Mortgage
Loan that became a Liquidated Mortgage Loan during the related Collection
Period, the unrecovered portion of the related Asset Balance thereof at the end
of such Collection Period, after giving effect to the Net Liquidation Proceeds
applied in reduction of the Asset Balance.

     Liquidation Proceeds: Proceeds (including Insurance Proceeds [but not
including amounts drawn under the Credit Enhancement Instrument]) received in
connection with the liquidation of any Mortgage Loan or related REO, whether
through trustee's sale, foreclosure sale or otherwise.

     Loan Agreement:  With respect to any Mortgage Loan, the credit line account
agreement executed by the related Mortgagor and any amendment or modification
thereof.

                                     -15-
<PAGE>

     Loan Rate: With respect to any Mortgage Loan and any day, the sum of the
Index Rate and the Margin.

     Margin:  The [spread].

     Master Servicer:  First Horizon Home Loan Corporation, and its successors
and assigns.

     Sale and Servicing Agreement: The Sale and Servicing Agreement dated as of
______________, 200[ ] between [______________], as Indenture Trustee, and the
Master Servicer, as master servicer.

     Master Servicing Fee: With respect to any Collection Period, the product of
(i) the Master Servicing Fee Rate divided by 12 and (ii) the aggregate Asset
Balance of the Mortgage Loans, as of the first day of such Collection Period.

     Master Servicing Fee Rate:  With respect to any [______________] Loan,
[____]% per annum.

     Maximum Pool Balance: As to any Payment Date the highest Pool Balance at
the end of any Collection Period from the Closing Date up to and including the
related Collection Period.

     Maximum Rate: With respect to any Interest Period, the Weighted Average Net
Loan Rate related to the Due Date in the month preceding the month in which such
Interest Period ends (adjusted to an effective rate reflecting accrued interest
calculated on the basis of the actual number of days in the Collection Period
commencing in the month in which such Interest Period commences and a year
assumed to consist of 360 days).

     Moody's:  Moody's Investors Service, Inc. or its successor in interest.

     Mortgage: The mortgage, deed of trust or other instrument creating a first
or second lien on an estate in fee simple interest in real property securing a
Mortgage Loan.

     Mortgage File: The file containing the Related Documents pertaining to a
particular Mortgage Loan and any additional documents required to be added to
the Mortgage File pursuant to the Mortgage Loan Purchase Agreement or the Sale
and Servicing Agreement.

     Mortgage Loan Purchase Agreement: The Mortgage Loan Purchase Agreement,
dated as of the Cut-off Date, between the Seller, as seller, and the Depositor,
as purchaser, with respect to the Mortgage Loans.

     Mortgage Loan Schedule: With respect to any date, the schedule of Mortgage
Loans included in the Trust Estate on such date. The initial schedule of
Mortgage Loans as of the Cut-Off Date is the schedule set forth in Exhibit A of
the Sale and Servicing Agreement, which schedule sets forth as to each Mortgage
Loan (i) the Cut-Off Date Trust Balance, (ii) the Credit Limit, (iii) the Gross
Margin, (iv) the name of the Mortgagor, (v) the Lifetime Rate Cap, if any, (vi)
the loan number, (vii)

                                     -16-
<PAGE>

an indication as to the applicable Mortgage Loan Group, and (viii) the lien
position of the related Mortgage. The Mortgage Loan Schedule will be amended
from time to time by annex to reflect Additional Loans.

     Mortgage Loans: At any time, collectively, all Initial Loans [and
Additional Loans, in each case including Additional Balances, if any, that have
been sold to the Depositor under the Mortgage Loan Purchase Agreement,] in each
case together with the Related Documents, and that remain subject to the terms
thereof.

     Mortgage Note: With respect to a Mortgage Loan, the Loan Agreement pursuant
to which the related mortgagor agrees to pay the indebtedness evidenced thereby
and secured by the related Mortgage as modified or amended.

     Mortgaged Property:  The underlying property, including real property and
improvements thereon, securing a Mortgage Loan.

     Mortgagor:  The obligor or obligors under a Loan Agreement.

     Net Liquidation Proceeds:  With respect to any Liquidated Mortgage Loan,
Liquidation Proceeds net of Liquidation Expenses.

     Net Loan Rate:  With respect to any Mortgage Loan and any day, the related
Loan Rate less the related Servicing Fee Rate.

     [Net Principal Collections:  With respect to any Distribution Date, the
excess, if any, of Security Principal Collections for the related Collection
Period over the amount of Additional Balances created during the related
Collection Period.]

     Notes:  The Notes designated as the "Notes" in the Indenture.

     Note Owner:  The Beneficial Owner of a Note.

     Note Rate: With respect to any Interest Period, a per annum rate determined
by the Master Servicer equal to [LIBOR as of the second LIBOR Business Day]
prior to the first day of such Interest Period and [___]%; provided however,
that in no event shall the Note Rate with respect to any Interest Period exceed
the Maximum Rate for such Interest Period.

     Note Register:  The register maintained by the Note Registrar in which the
Note Registrar shall provide for the registration of Notes and of transfers and
exchanges of Notes.

     Note Registrar:  The Indenture Trustee, in its capacity as Note Registrar.

     Noteholder: The Person in whose name a Note is registered in the Note
Register, except that, any Note registered in the name of the Depositor, the
Issuer or the Indenture Trustee or any Affiliate of any of them shall be deemed
not to be outstanding and the registered holder will not be considered

                                     -17-
<PAGE>

a Noteholder or holder for purposes of giving any request, demand,
authorization, direction, notice, consent or waiver under the Indenture or the
Trust Agreement provided that, in determining whether the Indenture Trustee
shall be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that the Indenture Trustee or
the Owner Trustee knows to be so owned shall be so disregarded. Owners of Notes
that have been pledged in good faith may be regarded as Holders if the pledgee
establishes to the satisfaction of the Indenture Trustee or the Owner 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 or any Affiliate of any of the
foregoing Persons.

     Officer's Certificate: With respect to the Master Servicer, a certificate
signed by the President, Managing Director, a Director, a Vice President or an
Assistant Vice President, of the Master Servicer and delivered to the Indenture
Trustee. With respect to the Issuer, a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section [11.01] of the Indenture,
and delivered to the Indenture Trustee. Unless otherwise specified, any
reference in the Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

     Opinion of Counsel: A written opinion of counsel who may be in-house
counsel for the Master Servicer if acceptable to the Indenture Trustee, [the
Credit Enhancer] and the Rating Agencies or counsel for the Depositor, as the
case may be.

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

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

          (ii)  Notes in exchange for or in lieu of which other Notes have been
     executed, authenticated and delivered pursuant to the Indenture unless
     proof satisfactory to the Indenture Trustee is presented that any such
     Notes are held by a holder in due course;

[provided, however, that for purposes of effectuating the Credit Enhancer's
right of subrogation as set forth in Section 4.12 of the Indenture only, all
Notes that have been paid with funds provided under the Credit Enhancement
Instrument shall be deemed to be Outstanding until the Credit Enhancer has been
reimbursed with respect thereto.]

     Overcollateralization Amount: With respect to any Payment Date, the amount
by which the sum of (x) the Pool Balance as of the last day of the related
Collection Period and (y) the amount on deposit in the Funding Account in
respect of Net Principal Collections, on such Payment Date exceeds the Aggregate
Security Balance on such Payment Date (after giving effect to all amounts
distributed and allocable to principal on the Securities and deposits to and
withdrawals from the Funding Account that are applied to reduce the Security
Balances on such Payment Date).

     Owner Trust Estate: The corpus of the Issuer created by the Trust Agreement
which consists of the Mortgage Loans, such assets as shall from time to time be
deposited in the Collection Account

                                     -18-
<PAGE>

and/or the Payment Account allocable to the Mortgage Loans in accordance with
the Trust Agreement, property that secured a Mortgage Loan and that has become
REO, certain hazard insurance policies maintained by the Mortgagors or by or on
behalf of the Master Servicer in respect of the Mortgage Loans, [the Credit
Enhancement Instrument,] an assignment of the Depositor's rights under the
Mortgage Loan Purchase Agreement and the obligation of the Depositor to purchase
Additional Balances under the Mortgage Loan Purchase Agreement and all proceeds
of each of the foregoing.

     Owner Trustee:  [______________], and its successors and assigns or any
successor owner trustee appointed pursuant to the terms of the Trust Agreement.

     Paying Agent: Any paying agent or co-paying agent appointed pursuant to
Section 3.03 of the Indenture, which initially shall be [______________].

     Payment Account: The account established by the Indenture Trustee pursuant
to Section 8.02 of the Indenture and Section [ ] of the Sale and Servicing
Agreement. The Payment Account shall be an Eligible Account.

     Payment Date: The [___] day of each month, or if such day is not a Business
Day, then the next Business Day.

     Percentage Interest: With respect to any Note, the percentage obtained by
dividing the Security Balance of such Note by the aggregate of the Security
Balances of all Notes of the same Class. With respect to any Certificate, the
percentage obtained by dividing the denomination specified on such Certificate
by the Initial Principal Balance of the Certificates.

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

     [Policy: The irrevocable and unconditional limited financial guaranty
insurance policy number [__________], dated as of the Closing Date, issued by
the Credit Enhancer to the Indenture Trustee for the benefit of the Noteholders
and to the Certificate Paying Agent as agent for the Issuer for the benefit of
the Certificateholders.]

     Pool Balance:  With respect to any date, the aggregate of the Asset
Balances of all Mortgage Loans as of such date.

     Principal Balance: With respect to any Payment Date, the Initial Principal
Balance thereof, reduced by all distributions of principal thereon prior to such
Payment Date.

     Principal Collection Distribution Amount: For any Payment Date, (i) so long
as an Amortization Event has not occurred, Net Principal Collections and (ii)
following an Amortization Event, Security Principal Collections; provided,
however, on any Payment Date with respect to which the Overcollateralization
Amount that would result if determined without regard to this

                                     -19-
<PAGE>

proviso exceeds the Required Overcollateralization Amount the Principal
Collection Distribution Amount will be reduced by the amount of such excess
until the Overcollateralization Amount equals the Required Overcollateralization
Amount.

     Principal Collections: With respect to any Payment Date and any Mortgage
Loan, the aggregate of the following amounts:

          (i)   the total amount of payments made by or on behalf of the
     Mortgagor, received and applied as payments of principal on the Mortgage
     Loan during the related Collection Period, as reported by the related
     Subservicer;

          (ii)  any Net Liquidation Proceeds, allocable as a recovery of
     principal, received in connection with the Mortgage Loan during the related
     Collection Period;

          (iii) if the Mortgage Loan was purchased by the Master Servicer
     pursuant to Section [ ]of the Sale and Servicing Agreement, or was
     repurchased by the Seller pursuant to the Mortgage Loan Purchase Agreement,
     during the related Collection Period, 100% of the Asset Balance of the
     Mortgage Loan as of the date of such purchase or repurchase; and

          (iv)  any other amounts received as payments on or proceeds of the
     Mortgage Loan during the Collection Period to the extent applied in
     reduction of the principal amount thereof;

provided that Principal Collections shall not include any Foreclosure Profits,
and shall be reduced by any amounts withdrawn from the Collection Account
pursuant to clauses (iii), (iv), (vii) and (viii) of Section [ ] of the Sale and
Servicing Agreement other than any portion of such amounts that are attributable
to the Excluded Amount in respect of any Mortgage Loan that are allocable to
principal of such Mortgage Loan and not otherwise excluded from the amounts
specified in (i) - (iv) above.

     Proceeding: Any suit in equity, action at law or other judicial or
administrative proceeding.

     Purchaser: First Horizon Asset Securities Inc., a Delaware corporation, and
its successors and assigns.

     Qualified Insurer: A mortgage guaranty insurance company duly qualified as
such under the laws of the state of its principal place of business and each
state having jurisdiction over such insurer in connection with the insurance
policy issued by such insurer, duly authorized and licensed in such states to
transact a mortgage guaranty insurance business in such states and to write the
insurance provided by the insurance policy issued by it, approved as an insurer
by the Master Servicer and as a FNMA-approved mortgage insurer.

     Rating Agency: Any nationally recognized statistical rating organization,
or its successor, that rated the Securities at the request of the Depositor at
the time of the initial issuance of the Securities. Initially, [________] or
[__________]. If such organization or a successor is no longer in existence,
"Rating Agency" shall be such nationally recognized statistical rating
organization, or other

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comparable Person, designated by the Depositor, notice of which designation
shall be given to the Indenture Trustee. References herein to the highest short
term unsecured rating category of a Rating Agency shall mean [___] or better in
the case of [__________]and [___] or better in the case of [_____] and in the
case of any other Rating Agency shall mean such equivalent ratings. References
herein to the highest long-term rating category of a Rating Agency shall mean
"[___]" in the case of [__________] and [_____] in the case of [________] and in
the case of any other Rating Agency, such equivalent rating.

     Record Date: With respect to the Notes and any Payment Date, the Business
Day next preceding such Payment Date and with respect to the Certificates and
any Payment Date, the last Business Day of the month preceding the month of such
Payment Date.

     [Reference Bank Rate: With respect to any Interest Period, as follows: the
arithmetic mean (rounded upwards, if necessary, to the nearest one sixteenth of
a percent) of the offered rates for United States dollar deposits for one month
which are offered by the Reference Banks as of _____ A.M., _________________
time, on the second LIBOR Business Day prior to the first day of such Interest
Period to prime banks in the London interbank market for a period of one month
in amounts approximately equal to the sum of the Outstanding Amount of Notes and
the Certificate Principal Balance; provided that at least two such Reference
Banks provide such rate. If fewer than two offered rates appear, the Reference
Bank Rate will be the arithmetic mean of the rates quoted by one or more major
banks in [New York City], selected by the Depositor after consultation with the
Indenture Trustee, as of ______ a.m., ______________ time, on such date for
loans in U.S. Dollars to leading European Banks for a period of one month in
amounts approximately equal to the Aggregate Security Balance. If no such
quotations can be obtained, the Reference Bank Rate shall be the Reference Bank
Rate applicable to the preceding Interest Period.]

     Reference Banks:  [_________________________________________ ____ and
______________________.]

     Related Documents: With respect to each Mortgage Loan, the documents
specified in Section [ ] of the Mortgage Loan Purchase Agreement and any
documents required to be added to such documents pursuant to the Mortgage Loan
Purchase Agreement, the Trust Agreement or the Sale and Servicing Agreement.

     REO: A Mortgaged Property that is acquired by the Issuer in foreclosure or
by deed in lieu of foreclosure.

     Repurchase Price: With respect to any Mortgage Loan required to be
repurchased on any date pursuant to the Mortgage Loan Purchase Agreement or
purchased by the Master Servicer pursuant to the Sale and Servicing Agreement,
an amount equal to the sum of (i) 100% of the Asset Balance thereof (without
reduction for any amounts charged off) and (ii) unpaid accrued interest at the
Loan Rate on the outstanding principal balance thereof from the Due Date to
which interest was last paid by the Mortgagor to the first day of the month
following the month of purchase. No portion of any Repurchase Price shall be
included in the Excluded Amount for any Payment Date.

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     [Required Overcollateralization Percentage: The greater of [___]% and a
percentage as determined by [_________] during the Funding Period in connection
with the delivery of Additional Loans.

     Required Overcollateralization Amount: As to any Payment Date prior to the
Payment Date in [___________], the Required Overcollateralization Percentage of
the greater of (i) the Pool Balance as of the Cut-off Date and (ii) the Maximum
Pool Balance as of the end of the Related Collection Period (the "Initial
Required Overcollateralization Amount"). As to any Payment Date on or after the
Payment Date in [_______], the greater of (A) the lesser of (x) the Initial
Required Overcollateralization Amount and (y) [___]% of the Pool Balance as of
the end of the related Collection Period and (B) [___]% of the greater of (i)
the Pool Balance as of the Cut-off Date and (ii) the Maximum Pool Balance; any
scheduled reduction to the Required Overcollateralization Amount described above
shall not be made as of any Payment Date unless (i) the outstanding Principal
Balance of the Mortgage Loans delinquent __ days or more averaged over the last
12 months as a percentage of the aggregate outstanding Principal Balance of all
Mortgage Loans averaged over the last 12 months does not exceed [____]% (or if
the Pool Balance is less than [___]% of the Maximum Pool Balance, [___]%) and
(ii) aggregate Liquidated Loss Amounts on the Mortgage Loans to date for such
Payment Date occurring during the first two years after the Closing Date or
occurring during the ___, ___, ___, or ___ year (or any year thereafter) after
the Closing Date, are less than [___], [___], [____], [___] or [___]%
respectively, of the Maximum Pool Balance and (iii) there has been no draw on
the Credit Enhancement Instrument. The Required Overcollateralization Amount may
be reduced with the prior written consent of the Credit Enhancer and the Rating
Agencies.]

     Residual Ownership Interest: Collectively, the beneficial ownership
interests in the Issuer established under the Trust Agreement that are entitled
to receive all amounts to be paid to the Issuer or its designee pursuant to
Section 3.05(a)(xi) of the Indenture, over the term thereof.

     Residual Ownership Interest Paying Agent: Any residual ownership interest
paying agent appointed pursuant to Section 3.03 of the Indenture, which
initially shall be [______________].

     Responsible Officer: With respect to the Indenture Trustee, any officer of
the Indenture Trustee with direct responsibility for the administration of the
Trust Agreement 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.

     Securities Act:  The Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.

     Security:  Any of the Certificates or Notes.

     Security Balance: The Principal Balance of the Notes or the Certificates,
as the case may be.

     Securityholder or Holder:  Any Noteholder or a Certificateholder.

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<PAGE>

     Security Interest Collections: With respect to any Payment Date, Interest
Collections during the related Collection Period excluding the portion thereof
allocable to the Excluded Amount.

     Security Percentage: With respect to any Payment Date and Security, the
percentage equivalent of a fraction the numerator of which is the Security
Balance of such Security immediately prior to such Payment Date and the
denominator of which is the aggregate of the Security Balances of all Securities
as of such date.

     Security Principal Collections: With respect to any Payment Date, Principal
Collections during the related Collection Period excluding the portion thereof
allocable to the Excluded Amount.

     Seller: First Horizon Home Loan Corporation, and its successors and
assigns.

     Servicing Fee: With respect to any Mortgage Loan, the sum of the related
Master Servicing Fee and the related Subservicing Fee.

     Servicing Fee Rate: With respect to any Mortgage Loan, the sum of the
related Master Servicing Fee Rate and the related Subservicing Fee Rate.

     Servicing Officer: Any officer of the Master Servicer involved in, or
responsible for, the administration and servicing of the Mortgage Loans whose
name and specimen signature appear on a list of servicing officers furnished to
the Indenture Trustee by the Master Servicer, as such list may be amended from
time to time.

     [Standard & Poor's: Standard & Poor's Ratings Group or its successor in
interest.]

     Subservicer: Any Person with whom the Master Servicer has entered into a
Subservicing Agreement as a Subservicer by the Master Servicer, including the
Initial Subservicers.

     Subservicing Agreement: The written contract between the Master Servicer
and any Subservicer relating to servicing and administration of certain Mortgage
Loans as provided in Section [  ] of the Sale and Servicing Agreement.

     Subservicing Fee: With respect to any Mortgage Loan and any Collection
Period, the fee retained monthly by the Subservicer (or, in the case of a
nonsubserviced Mortgage Loan, by the Master Servicer) equal to the product of
(i) the Subservicing Fee Rate divided by 12 and (ii) the aggregate Asset Balance
of the Mortgage Loans as of the first day of such Collection Period.

     Subservicing Fee Rate: With respect to any Mortgage Loan, [____]% per
annum.

     [Substitution Adjustment Amounts: With respect to any Eligible Substitute
Mortgage Loan, the amount as defined in Section [  ] of the Mortgage Loan
Purchase Agreement.]

     [Telerate Screen Page 3750: The display designated as page 3750 on the
Telerate Service (or such other page as may replace page 3750 on that service
for the purpose of displaying London

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interbank offered rates of major banks). If such rate does not appear on such
page (or such other page as may replace that page on that service, or if such
service is no longer offered, such other service for displaying LIBOR or
comparable rates as may be selected by the Issuer after consultation with the
Indenture Trustee), the rate will be the Reference Bank Rate.]

     Treasury Regulations: Regulations, including proposed or temporary
Regulations, promulgated under the Code. References herein to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

     Trust Agreement:  The Trust Agreement dated as of __________, 200[ ]
between the Owner Trustee, and the Depositor.

     Trust Estate:  The meaning specified in the Granting Clause of the
Indenture.

     Trust Indenture Act or TIA: The Trust Indenture Act of 1939, as amended
from time to time, as in effect on any relevant date.

     UCC:  The Uniform Commercial Code, as amended from time to time, as in
effect in any specified jurisdiction.

     Unpaid Certificate Distribution Amount Shortfall: With respect to any
Payment Date, the aggregate amount, if any, of Certificate Distribution Amount
that was accrued in respect of a prior Payment Date and has not been distributed
to Certificateholders.

     Weighted Average Net Loan Rate: With respect to the Mortgage Loans in the
aggregate, and any Due Date, the average of the Net Loan Rate for each Mortgage
Loan as of the last day of the related Billing Cycle weighted on the basis of
the related Asset Balances outstanding as of the last day of the related Billing
Cycle (except for the [______________] Loans where the Net Loan Rate will
represent the average Net Loan Rate during the related Billing Cycles weighted
on the basis of the daily Asset Balance during the related Billing Cycle for
such Mortgage Loans) for each Mortgage Loan as determined by the Master Servicer
in accordance with the Master Servicer's normal servicing procedures.

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