EXHIBIT 4.1
<PAGE>


                    NEW CENTURY HOME EQUITY LOAN TRUST 2004-1

                                     Issuer

                                       and

                      DEUTSCHE BANK NATIONAL TRUST COMPANY

                                Indenture Trustee

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

                                    INDENTURE

                           Dated as of April 21, 2004

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

                        ASSET-BACKED NOTES, SERIES 2004-1

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

<PAGE>

                                TABLE OF CONTENTS

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Section                                                                                              Page
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                                                ARTICLE I

                                               DEFINITIONS

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

                                                THE NOTES

Section 2.01.  Form....................................................................................4
Section 2.02.  Execution, Authentication and Delivery..................................................4
Section 2.03.  Acceptance of Mortgage Loans by Indenture Trustee.......................................5
Section 2.04.  Acceptance of Cap Contracts by Indenture Trustee........................................6

                                               ARTICLE III

                                                COVENANTS

Section 3.01.  Collection of Payments with respect to the Mortgage Loans...............................7
Section 3.02.  Maintenance of Office or Agency.........................................................7
Section 3.03.  Money for Payments To Be Held in Trust; Paying Agent....................................7
Section 3.04.  Existence...............................................................................8
Section 3.05.  Payment of Principal and Interest.......................................................9
Section 3.06.  Protection of Trust Estate.............................................................16
Section 3.07.  Opinions as to Trust Estate............................................................17
Section 3.08.  Performance of Obligations.............................................................17
Section 3.09.  Negative Covenants.....................................................................18
Section 3.10.  [Reserved].............................................................................18
Section 3.11.  [Reserved].............................................................................18
Section 3.12.  Representations and Warranties Concerning the Mortgage Loans...........................18
Section 3.13.  Amendments to Servicing Agreement......................................................19
Section 3.14.  Master Servicer as Agent and Bailee of the Indenture Trustee...........................19
Section 3.15.  Investment Company Act.................................................................19
Section 3.16.  Issuer May Consolidate, etc............................................................19
Section 3.17.  Successor or Transferee................................................................21
Section 3.18.  No Other Business......................................................................21
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                                        i
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Section 3.19.  No Borrowing...........................................................................21
Section 3.20.  Guarantees, Loans, Advances and Other Liabilities......................................21
Section 3.21.  Capital Expenditures...................................................................22
Section 3.22   Determination of Note Rate.............................................................22
Section 3.23.  Restricted Payments....................................................................22
Section 3.24.  Notice of Events of Default............................................................22
Section 3.25.  Further Instruments and Acts...........................................................22
Section 3.26.  Statements to Noteholders..............................................................22
Section 3.27.  [Reserved].............................................................................22
Section 3.28.  Certain Representations Regarding the Trust Estate.....................................22
Section 3.29.  Allocation of Realized Losses..........................................................24
Section 3.30.  Allocation of Certain Interest Shortfalls..............................................24

                                                ARTICLE IV

                            THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

Section 4.01.  The Notes..............................................................................26
Section 4.02.  Registration of and Limitations on Transfer and Exchange of
               Notes; Appointment of Note Registrar and Certificate Registrar.........................26
Section 4.03.  Mutilated, Destroyed, Lost or Stolen Notes.............................................27
Section 4.04.  Persons Deemed Owners..................................................................28
Section 4.05.  Cancellation...........................................................................28
Section 4.06.  Book-Entry Notes.......................................................................28
Section 4.07.  Notices to Depository..................................................................29
Section 4.08.  Definitive Notes.......................................................................29
Section 4.09.  Tax Treatment..........................................................................30
Section 4.10.  Satisfaction and Discharge of Indenture................................................30
Section 4.11.  Application of Trust Money.............................................................31
Section 4.12.  Derivative Contracts for Benefit of the Certificates...................................31
Section 4.13.  Repayment of Monies Held by Paying Agent...............................................31
Section 4.14.  Temporary Notes........................................................................31
Section 4.15.  Representation Regarding ERISA.........................................................32

                                                ARTICLE V

                                           DEFAULT AND REMEDIES

Section 5.01.  Events of Default......................................................................33
Section 5.02.  Acceleration of Maturity; Rescission and Annulment.....................................33
Section 5.03.  Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..............33
Section 5.04.  Remedies; Priorities...................................................................35
</TABLE>


                                       ii
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<TABLE>
<S>                                                                                                   <C>
Section 5.05.  Optional Preservation of the Trust Estate..............................................37
Section 5.06.  Limitation of Suits....................................................................38
Section 5.07.  Unconditional Rights of Noteholders To Receive Principal and Interest..................38
Section 5.08.  Restoration of Rights and Remedies.....................................................38
Section 5.09.  Rights and Remedies Cumulative.........................................................39
Section 5.10.  Delay or Omission Not a Waiver.........................................................39
Section 5.11.  Control By Noteholders.................................................................39
Section 5.12.  Waiver of Past Defaults................................................................39
Section 5.13.  Undertaking for Costs..................................................................40
Section 5.14.  Waiver of Stay or Extension Laws.......................................................40
Section 5.15.  Sale of Trust Estate...................................................................40
Section 5.16.  Action on Notes........................................................................42
Section 5.17.  Performance and Enforcement of Certain Obligations.....................................42

                                                ARTICLE VI

                                          THE INDENTURE TRUSTEE

Section 6.01.  Duties of Indenture Trustee............................................................43
Section 6.02.  Rights of Indenture Trustee............................................................44
Section 6.03.  Individual Rights of Indenture Trustee.................................................45
Section 6.04.  Indenture Trustee's Disclaimer.........................................................45
Section 6.05.  Notice of Event of Default.............................................................45
Section 6.06.  Reports by Indenture Trustee to Holders and Tax Administration.........................45
Section 6.07.  Compensation and Indemnity.............................................................45
Section 6.08.  Replacement of Indenture Trustee.......................................................46
Section 6.09.  Successor Indenture Trustee by Merger..................................................47
Section 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture Trustee......................47
Section 6.11.  Eligibility; Disqualification..........................................................48
Section 6.12.  Preferential Collection of Claims Against Issuer.......................................48
Section 6.13.  Representations and Warranties.........................................................48
Section 6.14.  Directions to Indenture Trustee........................................................49
Section 6.15.  The Agents.............................................................................49

                                               ARTICLE VII

                                      NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.  Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.................50
Section 7.02.  Preservation of Information; Communications to Noteholders.............................50
Section 7.03.  Reports of Issuer......................................................................50
Section 7.04.  Reports by Indenture Trustee...........................................................51
Section 7.05.  Statements to Noteholders..............................................................51
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                                       iii
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                                               ARTICLE VIII

                                   ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.  Collection of Money....................................................................54
Section 8.02.  Trust Accounts.........................................................................54
Section 8.03.  Officer's Certificate..................................................................54
Section 8.04.  Termination Upon Distribution to Noteholders...........................................54
Section 8.05.  Release of Trust Estate................................................................55
Section 8.06.  Surrender of Notes Upon Final Payment..................................................55
Section 8.07.  Optional Redemption of the Notes.......................................................55

                                                ARTICLE IX

                                         SUPPLEMENTAL INDENTURES

Section 9.01.  Supplemental Indentures Without Consent of Noteholders.................................57
Section 9.02.  Supplemental Indentures With Consent of Noteholders....................................58
Section 9.03.  Execution of Supplemental Indentures...................................................60
Section 9.04.  Effect of Supplemental Indenture.......................................................60
Section 9.05.  Conformity with Trust Indenture Act....................................................60
Section 9.06.  Reference in Notes to Supplemental Indentures..........................................60

                                                ARTICLE X

                                              MISCELLANEOUS

Section 10.01. Compliance Certificates and Opinions, etc..............................................61
Section 10.02. Form of Documents Delivered to Indenture Trustee.......................................62
Section 10.03. Acts of Noteholders....................................................................63
Section 10.04. Notices etc., to Indenture Trustee Issuer and Rating Agencies..........................63
Section 10.05. Notices to Noteholders; Waiver.........................................................64
Section 10.06. Conflict with Trust Indenture Act......................................................65
Section 10.07. Effect of Headings.....................................................................65
Section 10.08. Successors and Assigns.................................................................65
Section 10.09. Separability...........................................................................65
Section 10.10. [Reserved].............................................................................65
Section 10.11. Legal Holidays.........................................................................65
Section 10.12. GOVERNING LAW..........................................................................65
Section 10.13. Counterparts...........................................................................65
Section 10.14. Recording of Indenture.................................................................65
Section 10.15. Issuer Obligation......................................................................66
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                                       iv
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Section 10.16. No Petition............................................................................66
Section 10.17. Inspection.............................................................................66
Section 10.18. No Recourse to Owner Trustee...........................................................66
Section 10.19. Proofs of Claim........................................................................67

EXHIBITS

Exhibit A-1    Form of Class A-1 Note
Exhibit A-2    Form of Class A-2 Note
Exhibit A-3    Form of Class A-3 Note
Exhibit A-4    Form of Class A-4 Note
Exhibit A-3    Form of Class M-1 Note
Exhibit A-4    Form of Class M-2 Note
Exhibit A-5    Form of Class M-3 Note
Exhibit A-6    Form of Class M-4 Note
Exhibit A-7    Form of Class M-5 Note
Exhibit A-8    Form of Class M-6 Note
Exhibit B      Mortgage Loan Schedule
Exhibit C-1    Form of Indenture Trustee's Initial Certification
Exhibit C-2    Form of Indenture Trustee's Final Certification
Exhibit D      Cap Contracts

Appendix A     Definitions
</TABLE>


                                        v
<PAGE>

            This Indenture, dated as of April 21, 2004, is entered into between
New Century Home Equity Loan Trust 2004-1, a Delaware statutory trust, as Issuer
(the "Issuer"), and Deutsche Bank National Trust Company, a national banking
association, as Indenture Trustee (the "Indenture Trustee").

                                WITNESSETH THAT:

            Each party hereto agrees as follows for the benefit of the other
party and for the equal and ratable benefit of the Holders of the Issuer's
Asset-Backed Notes, Series 2004-1 (the "Notes").

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to whether now existing or hereafter
created by (a) the Mortgage Loans, Qualified Substitute Mortgage Loans and the
proceeds thereof and all rights under the Related Documents; (b) all funds on
deposit from time to time in the Collection Account allocable to the Mortgage
Loans excluding any investment income from such funds; (c) all funds on deposit
from time to time in the Payment Account and in all proceeds thereof; (d) all
rights under (i) the Mortgage Loan Sale and Contribution Agreement as assigned
to the Issuer, (ii) the Servicing Agreement, (iii) any title, hazard and primary
insurance policies with respect to the Mortgaged Properties and (iv) the rights
with respect to the Cap Contracts; and (e) all present and future claims,
demands, causes and choses in action in respect of any or all of the foregoing
and all payments on or under, and all proceeds of every kind and nature
whatsoever in respect of, any or all of the foregoing and all payments on or
under, and all proceeds of every kind and nature whatsoever in the conversion
thereof, voluntary or involuntary, into cash or other liquid property, all cash
proceeds, accounts, accounts receivable, notes, drafts, acceptances, checks,
deposit accounts, rights to payment of any and every kind, and other forms of
obligations and receivables, instruments and other property which at any time
constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Trust Estate" or the "Collateral").

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

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

<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

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

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

            "Commission" means the Securities and Exchange Commission.

            "indenture securities" means the Notes.

            "indenture security holder" means a Noteholder.

            "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

            (iii) "or" is not exclusive;

            (iv) "including" means including without limitation;


                                       2
<PAGE>

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

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


                                       3
<PAGE>

                                   ARTICLE II

                         ORIGINAL ISSUANCE OF THE NOTES

            Section 2.01. Form. The Class A Notes and the Mezzanine Notes,
together with the Indenture Trustee's certificate of authentication, shall be in
substantially the form set forth in Exhibits A-1 through A-10 to this Indenture,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture.

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

            The terms of the Notes set forth in Exhibits A-1 through A-10 to
this Indenture are part of the terms of this Indenture.

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

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

            The Indenture Trustee shall upon Issuer Request authenticate and
deliver the Class A Notes and the Mezzanine Notes for original issue in an
aggregate initial principal amount of $1,479,260,000. The Class A-1 Notes shall
be issued in an aggregate initial Note Balance of $603,942,000, the Class A-2
Notes shall be issued in an aggregate initial Note Balance of $319,358,000, the
Class A-3 Notes shall be issued in an aggregate initial Note Balance of
$85,345,000, the Class A-4 Notes shall be issued in an aggregate initial Note
Balance of $200,000,000, the Class M-1 Notes shall be issued in an aggregate
initial Note Balance of $103,381,000, the Class M-2 Notes shall be issued in an
aggregate initial Note Balance of $79,817,000, the Class M-3 Notes shall be
issued in an aggregate initial Note Balance of $26,605,000, the Class M-4 Notes
shall be issued in an aggregate initial Note Balance of $22,805,000, the Class
M-5 Notes shall be issued in an aggregate initial Note Balance of $18,243,000
and the Class M-6 Notes shall be issued in an aggregate initial Note Balance of
$19,764,000.

            Each of the Notes shall be dated the date of its authentication. The
Notes shall be issuable as registered Notes and the Notes shall be issuable in
the minimum initial Note Balances of $25,000 and in integral multiples of $1 in
excess thereof.

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


                                       4
<PAGE>

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

            Section 2.03. Acceptance of Mortgage Loans by Indenture Trustee.

            (a) The Indenture Trustee acknowledges receipt of, subject to the
exceptions it notes pursuant to the procedures described below, the documents
(or certified copies thereof) referred to in Section 2.1(b) of the Mortgage Loan
Sale and Contribution Agreement, and declares that it holds and will continue to
hold those documents and any amendments, replacements or supplements thereto and
all other assets of the Trust Estate as Indenture Trustee in trust for the use
and benefit of all present and future Holders of the Notes.

            The Indenture Trustee agrees, for the benefit of the Noteholders, to
review each Mortgage File on or before the Closing Date and to certify in
substantially the form attached hereto as Exhibit C-1 that, as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan
specifically identified in the exception report annexed thereto as not being
covered by such certification), (i) all documents constituting part of such
Mortgage File (other than such documents described in Section 2.1(b)(v) of the
Mortgage Loan Sale and Contribution Agreement) required to be delivered to it
pursuant to the Mortgage Loan Sale and Contribution Agreement are in its
possession, (ii) such documents have been reviewed by it and appear regular on
their face and relate to such Mortgage Loan and (iii) based on its examination
and only as to the foregoing, the information set forth in the Mortgage Loan
Schedule that corresponds to items (i), (iii), (xi), (xii), (xv) and (xvii)
(solely as to the Gross Margin) of the definition of "Mortgage Loan Schedule"
accurately reflects information set forth in the Mortgage File. It is herein
acknowledged that, in conducting such review, the Indenture Trustee was under no
duty or obligation (i) to inspect, review or examine any such documents,
instruments, certificates or other papers to determine whether they are genuine,
enforceable, or appropriate for the represented purpose or whether they have
actually been recorded or that they are other than what they purport to be on
their face or (ii) to determine whether any Mortgage File should include any of
the documents specified in clause (v) of Section 2.1(b) of the Mortgage Loan
Sale and Contribution Agreement.

            Prior to the first anniversary date of this Indenture the Indenture
Trustee shall deliver to the Depositor and the Master Servicer a final
certification in the form annexed hereto as Exhibit C-2 evidencing the
completeness of the Mortgage Files, with any applicable exceptions noted
thereon, and the Master Servicer shall forward a copy thereof to any
Sub-Servicer.

            If in the process of reviewing the Mortgage Files and making or
preparing, as the case may be, the certifications referred to above, the
Indenture Trustee finds any document or documents constituting a part of a
Mortgage File to be missing or defective in any material respect, at the
conclusion of its review the Indenture Trustee shall so notify the Depositor and
the Master Servicer. In addition, upon the discovery by the Indenture Trustee of
a breach of any of the representations and warranties made by NC Capital in the
Mortgage Loan Sale and Contribution Agreement in respect of any Mortgage Loan
which materially adversely affects such Mortgage Loan or the interests of the
related Noteholders in such Mortgage Loan,


                                       5
<PAGE>

the Indenture Trustee or any other party discovering such breach shall give
prompt written notice to the Depositor, the Master Servicer and NC Capital.

            (b) Upon deposit of the Purchase Price in the Payment Account, the
Indenture Trustee shall release to NC Capital the related Mortgage File and
shall execute and deliver all instruments of transfer or assignment, without
recourse, furnished to it by NC Capital as are necessary to vest in NC Capital
title to and rights under the related Mortgage Loan. Such purchase shall be
deemed to have occurred on the date on which certification of the deposit of the
Purchase Price in the Payment Account was received by the Indenture Trustee.

            Section 2.04. Acceptance of Cap Contracts by Indenture Trustee. The
Issuer hereby directs the Indenture Trustee to execute, deliver and perform its
obligations under the Cap Contracts on the Closing Date and thereafter on behalf
of the Holders of the Group II Notes and the Mezzanine Notes. The Issuer and the
Holders of the Group II Notes and the Mezzanine Notes by their acceptance of
such Notes acknowledge and agree that the Indenture Trustee shall execute,
deliver and perform its obligations under the Cap Contracts and shall do so
solely in its capacity as Indenture Trustee of the Trust and not in its
individual capacity.

            The Indenture Trustee acknowledges receipt of the Cap Contracts and
declares that it holds and will continue to hold these documents and any
amendments, replacements or supplements thereto and all other assets of the
Trust Estate as Indenture Trustee in trust for the use and benefit of all
present and future Holders of the Notes. Every provision of this Indenture
affording protection to the Indenture Trustee shall apply to the Indenture
Trustee's execution of the Cap Contracts and the performance of its duties and
satisfaction of its obligations thereunder.



                                       6
<PAGE>

                                   ARTICLE III

                                    COVENANTS

            Section 3.01. Collection of Payments with respect to the Mortgage
Loans. The Indenture Trustee shall establish and maintain an Eligible Account
(the "Payment Account") in which the Indenture Trustee shall 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 monies on deposit in the
Payment Account.

            Section 3.02. Maintenance of Office or Agency. The Issuer will
maintain an office or agency where, subject to satisfaction of conditions set
forth herein, Notes may be surrendered for registration of transfer or exchange,
and where notices and demands to or upon the Issuer in respect of the Notes and
this Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders may be made at
the office of the Indenture Trustee's agent located at c/o DTC Transfer
Services, 55 Water Street, Jeanette Park Entrance, New York, New York 10041, and
notices and demands may be made or served at the Corporate Trust Office.

            Section 3.03. Money for Payments To Be Held in Trust; Paying Agent.
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 hereby appoints the Indenture Trustee
as its Paying Agent.

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

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

            (ii) give the Indenture Trustee 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;


                                       7
<PAGE>

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

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

            (vi) not commence a bankruptcy proceeding against the Issuer in
      connection with this Indenture.

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

            Subject to applicable laws with respect to escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for one year
after such amount has become due and payable shall be discharged from such trust
and be 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
may also adopt and employ, at the expense and direction of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Notes have been called but
have not been surrendered for redemption or whose right to or interest in monies
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

            Section 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a statutory trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States of
America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Mortgage Loans and each other
instrument or agreement included in the Trust Estate.


                                       8
<PAGE>

            Section 3.05. Payment of Principal and Interest.

            (a) On each Payment Date from amounts on deposit in the Payment
Account in accordance with Section 8.02 hereof, the Indenture Trustee shall pay
to the Persons specified below, to the extent provided therein, the Available
Payment Amount for such Payment Date.

            (b)(I) On each Payment Date, the Indenture Trustee shall withdraw
from the Payment Account an amount equal to the Group I Interest Remittance
Amount and pay to the Noteholders the following amounts, in the following order
of priority:

            (i) to the Holders of the Class A-1 Notes, an amount equal to the
      Senior Interest Payment Amount allocable to such Notes; and

            (ii) concurrently, to the Holders of each Class of Group II Notes,
      on a pro rata basis based on the entitlement of each such Class, the
      Senior Interest Payment Amount for such Notes, to the extent remaining
      unpaid after the payment of the Group II Interest Remittance Amount as set
      forth in Section 3.05(b)(II)(i).

            (II) On each Payment Date, the Indenture Trustee shall withdraw from
the Payment Account an amount equal to the Group II Interest Remittance Amount
and pay to the Noteholders the following amounts, in the following order of
priority:

            (i) concurrently, to the Holders of each Class of Group II Notes, on
      a pro rata basis based on the entitlement of each such Class, an amount
      equal to the Senior Interest Payment Amount allocable to such Notes; and

            (ii) to the Holders of the Class A-1 Notes, the Senior Interest
      Payment Amount for such Notes, to the extent remaining unpaid after the
      payment of the Group I Interest Remittance Amount as set forth in Section
      3.05(b)(I)(i).

            (III) On each Payment Date, following the payments made pursuant to
Section 3.05(b)(I) and (II), the Indenture Trustee shall withdraw from the
Payment Account an amount equal to any remaining Group I Interest Remittance
Amount and Group II Interest Remittance Amount and pay to the Noteholders the
following amounts, in the following order of priority:

            (i) to the Holders of the Class M-1 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-1 Notes;

            (ii) to the Holders of the Class M-2 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-2 Notes;

            (iii) to the Holders of the Class M-3 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-3 Notes;


                                       9
<PAGE>

            (iv) to the Holders of the Class M-4 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-4 Notes;

            (v) to the Holders of the Class M-5 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-5 Notes; and

            (vi) to the Holders of the Class M-6 Notes, an amount equal to the
      Interest Payment Amount allocable to the Class M-6 Notes.

            (c)(I) On each Payment Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Group I Principal Payment Amount shall
be paid in the following order of priority:

            (i) to the Holders of the Class A-1 Notes, until the Note Balance
      thereof has been reduced to zero; and

            (ii) after taking into account the amount paid to the Holders of the
      Group II Notes pursuant to Section 3.05(c)(II)(i) on such Payment Date, to
      the Holders of the Group II Notes (allocated among the Group II Notes in
      the priority described below), until the Note Balances thereof have been
      reduced to zero.

            (II) On each Payment Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the Group II Principal Payment Amount shall
be distributed in the following order of priority:

            (i) to the Holders of the Group II Notes (allocated among the Group
      II Notes in the priority described below), until the Note Balances thereof
      have been reduced to zero; and

            (ii) after taking into account the amount paid to the Holders of the
      Class A-1 Notes pursuant to Section 3.05(c)(I)(i) on such Payment Date, to
      the Holders of the Class A-1 Notes, until the Note Balance thereof has
      been reduced to zero.

            (III) On each Payment Date (a) prior to the Stepdown Date or (b) on
which a Trigger Event is in effect, the sum of the Group I Principal Payment
Amount and the Group II Principal Payment Amount remaining unpaid for such
Payment Date shall be paid in the following order of priority:

            (i) to the Holders of the Class M-1 Notes, until the Note Balance of
      such Class has been reduced to zero;

            (ii) to the Holders of the Class M-2 Notes, until the Note Balance
      of such Class has been reduced to zero;

            (iii) to the Holders of the Class M-3 Notes, until the Note Balance
      of such Class has been reduced to zero;


                                       10
<PAGE>

            (iv) to the Holders of the Class M-4 Notes, until the Note Balance
      of such Class has been reduced to zero;

            (v) to the Holders of the Class M-5 Notes, until the Note Balance of
      such Class has been reduced to zero; and

            (vi) to the Holders of the Class M-6 Notes, until the Note Balance
      of such Class has been reduced to zero.

            (IV) On each Payment Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Group I Principal Payment Amount
shall be paid in the following order of priority;

            (i) to the Holders of the Class A-1 Notes, the Group I Senior
      Principal Payment Amount, until the Note Balance thereof has been reduced
      to zero; and

            (ii) to the Holders of the Group II Notes (allocated among the Group
      II Notes in the priority described below), an amount equal to the excess,
      if any, of (x) the amount required to be paid pursuant to Section
      3.05(c)(V)(i) for such Payment Date over (y) the amount actually paid
      pursuant to Section 3.05(c)(V)(i) from the Group II Principal Payment
      Amount on such Payment Date.

            (V) On each Payment Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the Group II Principal Payment Amount
shall be distributed in the following order of priority;

            (i) to the Holders of the Group II Notes (allocated among the Group
      II Notes in the priority described below), the Group II Senior Principal
      Payment Amount, until the Note Balances thereof have been reduced to zero;
      and

            (ii) to the Holders of the Class A-1 Notes, an amount equal to the
      excess, if any, of (x) the amount required to be paid pursuant to Section
      3.05(c)(IV)(i) for such Payment Date over (y) the amount actually paid
      pursuant to Section 3.05(c)(IV)(i) from the Group I Principal Payment
      Amount on such Payment Date.

            (VI) On each Payment Date (a) on or after the Stepdown Date and (b)
on which a Trigger Event is not in effect, the sum of the Group I Principal
Payment Amount and the Group II Principal Payment Amount remaining unpaid shall
be paid in the following order of priority:

            (i) to the holders of the Class M-1 Notes, the Class M-1 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero;


                                       11
<PAGE>

            (ii) to the holders of the Class M-2 Notes, the Class M-2 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero;

            (iii) to the holders of the Class M-3 Notes, the Class M-3 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero;

            (iv) to the holders of the Class M-4 Notes, the Class M-4 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero;

            (v) to the holders of the Class M-5 Notes, the Class M-5 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero;
      and

            (iv) to the holders of the Class M-6 Notes, the Class M-6 Principal
      Payment Amount until the Note Balance thereof has been reduced to zero.

            With respect to the Group II Notes, all principal payments will be
paid to the Holders of the Class A-2 Notes and the Class A-3 Notes (in an amount
equal to the Class A-2/3 Allocation Percentage of the principal to be paid),
sequentially, first, to the Holders of the Class A-2 Notes, until the Note
Balance of the Class A-2 Notes has been reduced to zero and second, to the
Holders of the Class A-3 Notes, until the Note Balance of the Class A-3 Notes
has been reduced to zero and to the Holders of the Class A-4 Notes (in an amount
equal to the Class A-4 Allocation Percentage of the principal to be paid), until
the Note Balance of the Class A-4 Notes has been reduced to zero; provided,
however, on any Payment Date on which the aggregate Note Balance of the
Mezzanine Notes and the Overcollateralization Amount has been reduced to zero,
notwithstanding anything contained herein to the contrary, all payments of
principal to the Group II Notes will be paid concurrently on a pro rata basis
based on the Note Balance of each such Class.

            (d) On each Payment Date, the Net Monthly Excess Cashflow shall be
paid by the Indenture Trustee as follows:

            (i) to the Holders of the Class or Classes of Notes then entitled to
      receive payments in respect of principal, as part of the Group I Principal
      Payment Amount and the Group II Principal Payment Amount in an amount
      equal to the Overcollateralization Increase Amount for the Notes, applied
      to reduce the Note Balance of such Notes until the aggregate Note Balance
      of such Notes is reduced to zero;

            (ii) to the Holders of the Class M-1 Notes, in an amount equal to
      the Interest Carry Forward Amount allocable to such Class of Notes;

            (iii) to the Holders of the Class M-1 Notes, in an amount equal to
      the Allocated Realized Loss Amount allocable to such Notes;


                                       12
<PAGE>

            (iv) to the Holders of the Class M-2 Notes, in an amount equal to
      the Interest Carry Forward Amount allocable to such Class of Notes;

            (v) to the Holders of the Class M-2 Notes, in an amount equal to the
      Allocated Realized Loss Amount allocable to such Notes;

            (vi) to the Holders of the Class M-3 Notes, in an amount equal to
      the Interest Carry Forward Amount allocable to such Class of Notes;

            (vii) to the Holders of the Class M-3 Notes, in an amount equal to
      the Allocated Realized Loss Amount allocable to such Notes;

            (viii) to the Holders of the Class M-4 Notes, in an amount equal to
      the Interest Carry Forward Amount allocable to such Class of Notes;

            (ix) to the Holders of the Class M-4 Notes, in an amount equal to
      the Allocated Realized Loss Amount allocable to such Notes;

            (x) to the Holders of the Class M-5 Notes, in an amount equal to the
      Interest Carry Forward Amount allocable to such Class of Notes;

            (xi) to the Holders of the Class M-5 Notes, in an amount equal to
      the Allocated Realized Loss Amount allocable to such Notes;

            (xii) to the Holders of the Class M-6 Notes, in an amount equal to
      the Interest Carry Forward Amount allocable to such Class of Notes;

            (xiii) to the Holders of the Class M-6 Notes, in an amount equal to
      the Allocated Realized Loss Amount allocable to such Notes;

            (xiv) concurrently, to the Holders of the Class A Notes, on a pro
      rata basis based on the entitlement of each such Class, in an amount equal
      to the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, pro rata
      based on the entitlement of each such Class, in each case, without
      interest accrued thereon;

            (xv) to the Holders of the Class M-1 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;

            (xvi) to the Holders of the Class M-2 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;


                                       13
<PAGE>

            (xvii) to the Holders of the Class M-3 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;

            (xviii) to the Holders of the Class M-4 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;

            (xix) to the Holders of the Class M-5 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;

            (xx) to the Holders of the Class M-6 Notes, in an amount equal to
      the aggregate of any Prepayment Interest Shortfalls and any Relief Act
      Interest Shortfall on the Mortgage Loans allocated to such Notes, in each
      case, without interest accrued thereon;

            (xxi) to the Holders of the Class A Notes and the Mezzanine Notes
      (in the priority described below), the amount by which the aggregate Basis
      Risk Shortfall for such Payment Date exceeds the amounts received by the
      Indenture Trustee under the Cap Contracts;

            (xxii) to the Owner Trustee, any fees, expenses and indemnities not
      otherwise paid and then, to the Holders of the Certificates, any remaining
      amounts.

            On each Payment Date, all amounts representing Prepayment Charges in
respect of the Mortgage Loans received during the related Prepayment Period will
be withdrawn from the Payment Account and distributed by the Indenture Trustee
to the Holders of the Certificates and shall not be available for payment to the
Holders of any Class of Notes.

            Following the foregoing payments, an amount equal to the amount of
Subsequent Recoveries deposited into the Collection Account pursuant to Section
3.10 of the Servicing Agreement shall be applied to increase the Note Balance of
the Class of Notes with the Highest Priority up to the extent of such Realized
Losses previously allocated to that Class of Notes pursuant to Section 3.29. An
amount equal to the amount of any remaining Subsequent Recoveries shall be
applied to increase the Note Balance of the Class of Notes with the next Highest
Priority, up to the amount of such Realized Losses previously allocated to that
Class of Notes pursuant to Section 3.29. Holders of such Notes will not be
entitled to any distribution in respect of interest on the amount of such
increases for any Interest Accrual Period preceding the Payment Date on which
such increase occurs. Any such increases shall be applied to the Note Balance of
each Note of such Class in accordance with its respective Percentage Interest.

            (e) On each Payment Date, after making the distributions of the
Available Payment Amount as set forth above, the Indenture Trustee will
determine the amount of any Basis Risk Shortfalls with respect to the Class A
Notes and the Mezzanine Notes for such Payment Date and pay such amount in the
following order of priority:


                                       14
<PAGE>

            (i) Any amounts received by the Indenture Trustee in respect of the
      Group II Cap Contract will be paid to the Holders of each Class of Group
      II Notes, on a pro rata basis based on the Note Balance of each such
      Class, to the extent of the related Basis Risk Shortfall for such Payment
      Date.

            (ii) Any amounts received by the Indenture Trustee in respect of the
      Mezzanine Cap Contract will be paid to the Holders of each Class of
      Mezzanine Notes, on a pro rata basis based on the Note Balance of each
      such Class, to the extent of the related Basis Risk Shortfall for such
      Payment Date.

            (iii) Any amounts from the Net Monthly Excess Cashflow will be paid
      as follows, in each case to the extent of the applicable Basis Risk
      Shortfall:

            (a) concurrently to each Class of Class A Notes, on a pro rata basis
      based on the Basis Risk Shortfall due on each such Class on such Payment
      Date, to the extent not paid pursuant to Section 3.05(e)(i) above;

            (b) to the Class M-1 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above;

            (c) to the Class M-2 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above;

            (d) to the Class M-3 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above;

            (e) to the Class M-4 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above;

            (f) to the Class M-5 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above; and

            (g) to the Class M-6 Notes, to the extent not paid pursuant to
      Section 3.05(e)(ii) above.

            (f) Each payment with respect to a Book-Entry Note shall be paid to
the Depository, as Holder thereof, and the Depository shall be responsible for
crediting the amount of such payment to the accounts of its Depository
Participants in accordance with its normal procedures. Each Depository
Participant shall be responsible for disbursing such payment to the Note Owners
that it represents and to each indirect participating brokerage firm (a
"brokerage firm" or "indirect participating firm") for which it acts as agent.
Each brokerage firm shall be responsible for disbursing funds to the Note Owners
that it represents. None of the Indenture Trustee, the Note Registrar, the
Paying Agent, the Depositor or the


                                       15
<PAGE>

Master Servicer shall have any responsibility therefor except as otherwise
provided by this Indenture or applicable law.

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

            (h) Any installment of interest or principal, if any, payable on any
Note that is punctually paid or duly provided for by the Issuer on the
applicable Payment Date shall, if such Holder shall have so requested at least
five Business Days prior to the related Record Date, be paid to each Holder of
record on the preceding Record Date, by wire transfer to an account specified in
writing by such Holder reasonably satisfactory to the Indenture Trustee as of
the preceding Record Date or in all other cases or if no such instructions have
been delivered to the Indenture Trustee, by check to such Noteholder mailed to
such Holder's address as it appears in the Note Register in the amount required
to be paid to such Holder on such Payment Date pursuant to such Holder's Notes;
provided, however, that the Indenture Trustee shall not pay to such Holders any
amount required to be withheld from a payment to such Holder by the Code.

            (i) The principal of each Note shall be due and payable in full on
the Final Stated Maturity Date for such Note as provided in the forms of Notes
set forth in Exhibits A-1 through A-10 to this Indenture. All principal payments
on the Notes shall be made to the Noteholders entitled thereto in accordance
with the Percentage Interests represented by such Notes. The Indenture Trustee
shall notify the Person in whose name a Notes is registered at the close of
business on the Record Date preceding the Final Stated Maturity Date or other
final Payment Date (including any final Payment Date resulting from any
redemption pursuant to Section 8.07 hereof). Such notice shall to the extent
practicable be mailed no later than five Business Days prior to such Final
Stated Maturity 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 Stated Maturity Date or other final Payment Date will be payable only upon
presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for such final payment. No interest shall
accrue on the Notes on or after the Final Stated Maturity Date or any such other
final Payment Date.

            Section 3.06. Protection of Trust Estate.

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

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

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


                                       16
<PAGE>

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

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

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

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

            Section 3.07. Opinions as to Trust Estate.

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

            (b) On or before April 15th in each calendar year, beginning in
2005, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel at
the expense of the Issuer either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain the
lien and first priority security interest in the Collateral and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion of
Counsel shall also describe the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest in the Collateral until December 31st
in the following calendar year.

            Section 3.08. Performance of Obligations.


                                       17
<PAGE>

            (a) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate.

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

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

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

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

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

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

            (iii)(A) permit the validity or effectiveness of this Indenture to
      be impaired, or permit the lien of this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (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; or

            (iv) waive or impair, or fail to assert rights under, the Mortgage
      Loans, or impair or cause to be impaired the Issuer's interest in the
      Mortgage Loans, the Mortgage Loan Sale and


                                       18
<PAGE>

      Contribution Agreement or in any Basic Document, if any such action would
      materially and adversely affect the interests of the Noteholders.

            Section 3.10. [Reserved].

            Section 3.11. [Reserved].

            Section 3.12. Representations and Warranties Concerning the Mortgage
Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has the benefit
of the representations and warranties made by NC Capital in the Mortgage Loan
Sale and Contribution Agreement concerning NC Capital, the Seller and the
Mortgage Loans to the same extent as though such representations and warranties
were made directly to the Indenture Trustee. If a Responsible Officer of the
Indenture Trustee has actual knowledge of any breach of any representation or
warranty made by NC Capital in the Mortgage Loan Sale and Contribution
Agreement, the Indenture Trustee shall promptly notify NC Capital of such
finding and NC Capital's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan.

            Section 3.13. Amendments to Servicing Agreement. The Issuer
covenants with the Indenture Trustee that it will not enter into any amendment
or supplement to the Servicing Agreement without the prior written consent of
the Indenture Trustee.

            Section 3.14. Master Servicer as Agent and Bailee of the Indenture
Trustee. Solely for purposes of perfection under Section 9-305 of the UCC or
other similar applicable law, rule or regulation of the state in which such
property is held by the Master Servicer, the Issuer and the Indenture Trustee
hereby acknowledge that the Master Servicer is acting as bailee of the Indenture
Trustee in holding amounts on deposit in the Collection Account, as well as its
bailee in holding any Related Documents released to the Master Servicer, 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 bailee arrangement, the Indenture Trustee, as a
secured party of the Mortgage Loans, will be deemed to have possession of such
Related Documents, such monies and such other items for purposes of Section
9-305 of the UCC of the state in which such property is held by the Master
Servicer. The Indenture Trustee shall not be liable with respect to such
documents, monies or items while in possession of the Master Servicer.

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

            Section 3.16. Issuer May Consolidate, etc.


                                       19
<PAGE>

            (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 all
      other amounts payable to the Indenture Trustee, the payment to the
      Certificate Paying Agent of all amounts due to the Certificateholders, and
      the performance or observance of every agreement and covenant of this
      Indenture on the part of the Issuer to be performed or observed, all as
      provided herein;

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

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

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

            (v) any action that is necessary to maintain the lien and security
      interest created by this Indenture shall have been taken; 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 or
      relating to such transaction have been complied with (including any filing
      required by the Exchange Act), and that such supplemental indenture is
      enforceable.

            (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 thereof, (B) expressly assume, by an indenture supplemental
      hereto, executed and delivered to the Indenture Trustee, in form
      satisfactory to the Indenture Trustee, the due and punctual payment of


                                       20
<PAGE>

      the principal of and interest on all Notes and the performance or
      observance of every agreement and covenant of this Indenture on the part
      of the Issuer to be performed or observed, all as provided herein, (C)
      expressly agree by means of such supplemental indenture that all right,
      title and interest so conveyed or transferred shall be subject and
      subordinate to the rights of the Holders of the Notes, (D) unless
      otherwise provided in such supplemental indenture, expressly agree to
      indemnify, defend and hold harmless the Issuer and the Indenture Trustee
      against and from any loss, liability or expense arising under or related
      to this Indenture and the Notes and (E) expressly agree by means of such
      supplemental indenture that such Person (or if a group of Persons, then
      one specified Person) shall make all filings with the Commission (and any
      other appropriate Person) required by the Exchange Act in connection with
      the Notes;

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

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

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

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

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

            Section 3.17. Successor or Transferee.

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

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


                                       21
<PAGE>

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

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

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

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

            Section 3.22 Determination of Note Rate. On each Interest
Determination Date, the Indenture Trustee shall determine One-Month LIBOR and
the related Note Rate for each Class of Notes for the following Interest Accrual
Period. The establishment of One-Month LIBOR on each Interest Determination Date
by the Indenture Trustee and the Indenture Trustee's calculation of the rate of
interest applicable to each Class of Notes for the related Accrual Period shall
(in the absence of manifest error) be final and binding.

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

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


                                       22
<PAGE>

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

            Section 3.26. Statements to Noteholders. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall prepare and make available
on the Indenture Trustee's website, https://www.corporatetrust.db.com/invr (or
deliver at the recipient's option), to each Noteholder and Certificateholder the
most recent statement prepared by the Indenture Trustee pursuant to Section 7.05
hereof.

            Section 3.27. [Reserved].

            Section 3.28. Certain Representations Regarding the Trust Estate.

            (a) With respect to that portion of the Collateral described in
clauses (a) through (d) of the definition of Trust Estate, the Issuer represents
to the Indenture Trustee that:

            (i) This Indenture creates a valid and continuing security interest
      (as defined in the applicable UCC) in the Collateral in favor of the
      Indenture Trustee, which security interest is prior to all other liens,
      and is enforceable as such as against creditors of and purchasers from the
      Issuer.

            (ii) The Collateral constitutes "deposit accounts" or "instruments,"
      as applicable, within the meaning of the applicable UCC.

            (iii) The Issuer owns and has good and marketable title to the
      Collateral, free and clear of any lien, claim or encumbrance of any
      Person.

            (iv) The Issuer has taken all steps necessary to cause the Indenture
      Trustee to become the account holder of the Collateral.

            (v) Other than the security interest granted to the Indenture
      Trustee pursuant to this Indenture, the Issuer has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the
      Collateral.

            (vi) The Collateral is not in the name of any Person other than the
      Issuer or the Indenture Trustee. The Issuer has not consented to the bank
      maintaining the Collateral to comply with instructions of any Person other
      than the Indenture Trustee.

            (b) With respect to that portion of the Collateral described in
clause (e), the Issuer represents to the Indenture Trustee that:


                                       23
<PAGE>

            (i) This Indenture creates a valid and continuing security interest
      (as defined in the applicable UCC) in the Collateral in favor of the
      Indenture Trustee, which security interest is prior to all other liens,
      and is enforceable as such as against creditors of and purchasers from the
      Issuer.

            (ii) The Collateral constitutes "general intangibles" within the
      meaning of the applicable UCC.

            (iii) The Issuer owns and has good and marketable title to the
      Collateral, free and clear of any lien, claim or encumbrance of any
      Person.

            (iv) Other than the security interest granted to the Indenture
      Trustee pursuant to this Indenture, the Issuer has not pledged, assigned,
      sold, granted a security interest in, or otherwise conveyed any of the
      Collateral.

            (c) With respect to any Collateral in which a security interest may
be perfected by filing, the Issuer has not authorized the filing of, and is not
aware of any financing statements against, the Issuer, that include a
description of collateral covering such Collateral, other than any financing
statement relating to the security interest granted to the Indenture Trustee
hereunder or that has been terminated. The Issuer is not aware of any judgment
or tax lien filings against the Issuer.

            (d) The Issuer has caused or will have caused, within ten days, the
filing of all appropriate financing statements in the proper filing office in
the appropriate jurisdictions under applicable law in order to perfect the
security interest in all Collateral granted to the Indenture Trustee hereunder
in which a security interest may be perfected by filing. Any financing statement
that is filed in connection with this Section 3.28 shall contain a statement
that a purchase or security interest in any collateral described therein will
violate the rights of the secured party named in such financing statement.

            (e) The foregoing representations may not be waived and shall
survive the issuance of the Notes.

            Section 3.29. Allocation of Realized Losses.

            (a) All Realized Losses on the Mortgage Loans shall be allocated by
the Indenture Trustee on each Payment Date as follows: first, to the Net Monthly
Excess Cashflow for the related Interest Accrual Period; second, to the
Overcollateralized Amount, until the Overcollateralized Amount has been reduced
to zero; third, to the Class M-6 Notes until the Note Balance thereof has been
reduced to zero; fourth, to the Class M-5 Notes until the Note Balance thereof
has been reduced to zero; fifth, to the Class M-4 Notes until the Note Balance
thereof has been reduced to zero; sixth, to the Class M-3 Notes until the Note
Balance thereof has been reduced to zero; seventh, to the Class M-2 Notes until
the Note Balance thereof has been reduced to zero; and eighth, to the Class M-1
Notes until the Note Balance thereof has been reduced to zero.


                                       24
<PAGE>

            (b) All Realized Losses to be allocated to the Note Balances of all
Classes on any Payment Date shall be so allocated after the actual payments to
be made on such date as provided above. All references above to the Note Balance
of any Class of Notes shall be to the Note Balance of such Class immediately
prior to the relevant Payment Date, before reduction thereof by any Realized
Losses, in each case to be allocated to such Class of Notes, on such Payment
Date.

            Any allocation of Realized Losses to a Mezzanine Note on any Payment
Date shall be made by reducing the Note Balance thereof by the amount so
allocated. No allocations of any Realized Losses shall be made to the Note
Balances of the Class A Notes.

            As used herein, an allocation of a Realized Loss on a "pro rata
basis" among two or more specified Classes of Notes means an allocation on a pro
rata basis, among the various Classes so specified, to each such Class of Notes
on the basis of their then outstanding Note Balances prior to giving effect to
payments to be made on such Payment Date. All Realized Losses and all other
losses allocated to a Class of Notes hereunder will be allocated among the Notes
of such Class in proportion to the Percentage Interests evidenced thereby.

            Section 3.30. Allocation of Certain Interest Shortfalls. For
purposes of calculating the amount of Accrued Note Interest and the amount of
the Interest Payment Amount for the Class A Notes and the Mezzanine Notes for
any Payment Date, the aggregate amount of any Prepayment Interest Shortfalls (to
the extent not covered by payments by the Master Servicer pursuant to Section
3.24 of the Servicing Agreement) and any Relief Act Interest Shortfall incurred
in respect of the Mortgage Loans for any Payment Date shall be allocated first,
to the Net Monthly Excess Cashflow for such Payment Date and, thereafter, among
the Class A Notes and the Mezzanine Notes on a pro rata basis based on, and to
the extent of, one month's interest at the then applicable respective Note Rate
on the respective Note Balance of each such Note.


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<PAGE>

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

            Section 4.01. The Notes. Each Class of Notes shall be registered in
the name of a nominee designated by the Depository. Beneficial Owners will hold
interests in the Notes through the book-entry facilities of the Depository in
minimum initial Note Balances of $25,000 and integral multiples of $1 in excess
thereof.

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

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

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

            Section 4.02. Registration of and Limitations on Transfer and
                          Exchange of Notes; Appointment of Note Registrar and
                          Certificate Registrar.

            The Issuer shall cause to be kept at the Corporate Trust Office a
Note Register in which, subject to such reasonable regulations as it may
prescribe, the Note Registrar shall provide for the registration of Notes and of
transfers and exchanges of Notes as herein provided.

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


                                       26
<PAGE>

authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized initial Note Balances
evidencing the same Class and aggregate Percentage Interests.

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

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

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

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


                                       27
<PAGE>

assignee of such Person, except a bona fide purchaser, and shall be entitled to
recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

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

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

            Section 4.04. Persons Deemed Owners. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Paying Agent 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, the
Paying Agent 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, however, that such
Issuer Request is timely and the Notes have not been previously disposed of by
the Indenture Trustee.

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


                                       28
<PAGE>

Owner will receive a Definitive Note representing such Beneficial Owner's
interest in such Note, except as provided in Section 4.08. With respect to such
Notes, unless and until definitive, fully registered Notes (the "Definitive
Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

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

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

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

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

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

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

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


                                       29
<PAGE>

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. The Issuer and the Indenture Trustee (in
accordance with Section 6.06 hereof), by entering into this Indenture, and each
Noteholder, by its acceptance of its Note (and each Beneficial Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness.

            Section 4.10. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.03,
3.04, 3.06, 3.09, 3.17, 3.19 and 3.20, (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 and shall
release and deliver the Collateral to or upon the order of the Issuer, when

            (A) either

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

            (2) all Notes not theretofore delivered to the Indenture Trustee for
      cancellation (a) have become due and payable, (b) will become due and
      payable at the Final Stated Maturity Date within one year, or (c) have
      been called for early redemption pursuant to Section 8.07 hereof, and the
      Issuer, in the case of (a) or (b) above, has irrevocably deposited or
      caused to be irrevocably deposited with the Indenture Trustee cash or
      direct obligations of or obligations guaranteed by the United States of
      America (which will mature prior to the date such amounts are payable), in
      trust for such purpose, in an amount sufficient to pay and discharge the
      entire indebtedness on such Notes then outstanding not theretofore
      delivered to the Indenture Trustee for cancellation when due on the Final
      Stated Maturity Date or other final Payment Date, or, in the case of (c)
      above, the Issuer shall have complied with all requirements of Section
      8.07 hereof,


                                       30
<PAGE>

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

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

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

            Section 4.12. Derivative Contracts for Benefit of the Certificates.
At any time on or after the Closing Date, the Issuer shall have the right to
convey to the Trust Estate, solely for the benefit of the Holder of the
Certificates, a derivative contract or comparable instrument. Any such
instrument shall constitute a fully prepaid agreement. All collections, proceeds
and other amounts in respect of such an instrument shall be distributed to the
Certificates on the Payment Date following receipt thereof by the Indenture
Trustee.

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

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

            If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of the
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office of the Indenture Trustee
located at c/o DTC Transfer Services, 55 Water Street, Jeanette Park Entrance,
New York, New


                                       31
<PAGE>

York 10041, without charge to the Holder. Upon surrender for cancellation of any
one or more temporary Notes, the Issuer shall execute and the Indenture Trustee
shall authenticate and make available for delivery, in exchange therefor,
Definitive Notes of authorized denominations and of like tenor, class and
aggregate principal amount. Until so exchanged, such temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as Definitive
Notes.

            Section 4.15. Representation Regarding ERISA. By acquiring a Note or
interest therein, each Holder of such Note or Beneficial Owner of any such
interest will be deemed to represent that either (1) it is not acquiring the
Note with Plan Assets or (2) (A) the acquisition, holding and transfer of such
Note will not give rise to a non-exempt prohibited transaction under Section 406
of ERISA or Section 4975 of the Code and (B) the Notes are rated investment
grade or better and such person believes that the Notes are properly treated as
indebtedness without substantial equity features for purposes of the Department
of Labor regulation 29 C.F.R. ss. 2510.3-101, and agrees to so treat the Notes.
Alternatively, regardless of the rating of the Notes, such person may provide
the Indenture Trustee and the Owner Trustee with an opinion of counsel, which
opinion of counsel will not be at the expense of the Issuer, the Seller, NC
Capital, any Underwriter, the Owner Trustee, the Indenture Trustee, the Master
Servicer or any successor servicer which opines that the acquisition, holding
and transfer of such Note or interest therein is permissible under applicable
law, will not constitute or result in a non-exempt prohibited transaction under
ERISA or Section 4975 of the Code and will not subject the Issuer, the Seller,
NC Capital, the Depositor, the Owner Trustee, the Indenture Trustee, the Master
Servicer or any successor servicer to any obligation in addition to those
undertaken in the Indenture.


                                       32
<PAGE>

                                    ARTICLE V

                              DEFAULT AND REMEDIES

            Section 5.01. Events of Default. The Issuer shall deliver to the
Indenture Trustee, written notice in the form of an Officer's Certificate,
within five days after learning of the occurrence of any event which with the
giving of notice and the lapse of time would become an Event of Default under
clause (iii), (iv) or (v) of the definition of "Event of Default," its status
and what action the Issuer is taking or proposes to take with respect thereto.
The Indenture Trustee shall not be deemed to have knowledge of any Event of
Default unless a Responsible Officer has actual knowledge thereof or unless
written notice of such Event of Default is received by a Responsible Officer and
such notice references the Notes, the Trust Estate or this Indenture.

            Section 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such case
the Indenture Trustee at the written direction of the Holders of Notes
representing not less than a majority of the aggregate Note Balance of the
Notes, together with accrued and unpaid interest thereon through the date of
acceleration shall become immediately due and payable.

            At any time after such declaration of acceleration of maturity with
respect to an Event of Default has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this Article V provided, Holders of the Notes representing not
less than a majority of the aggregate Note Balance of the Notes, by written
notice to the Issuer and the Indenture Trustee, may waive the related Event of
Default and rescind and annul such declaration and its consequences if

            (i) the Issuer has 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.


                                       33
<PAGE>

            (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 shall, upon demand of the Indenture
Trustee, at the direction of the Holders of a majority of the aggregate Note
Balances of the Notes, pay to the Indenture Trustee, for the benefit of the
Holders of Notes, the whole amount then due and payable on the Notes for
principal and interest, with interest at the applicable Note Rate upon the
overdue principal, and in addition thereto such further amount as shall be
sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

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

            (c) If an Event of Default occurs and is continuing, the Indenture
Trustee, subject to the provisions of Section 10.16 hereof may, as more
particularly provided in Section 5.04 hereof, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings, as directed in writing by Holders of a majority of the
aggregate Note Balances of the Notes, to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy or legal or equitable right vested in the Indenture
Trustee by this Indenture or by law.

            (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee, as directed
in writing by Holders of a majority of the aggregate Note Balances of the Notes,
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


                                       34
<PAGE>

      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 monies or other property payable or
      deliverable on any such claims and to distribute all amounts received with
      respect to the claims of the Noteholders and of the Indenture Trustee on
      their behalf, and

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

            (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, subject to Section 5.05
hereof.

            (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.


                                       35
<PAGE>

            Section 5.04. Remedies; Priorities.

            (a) If an Event of Default shall have occurred and be continuing and
if an acceleration has been declared and not rescinded pursuant to Section 5.02
hereof, the Indenture Trustee subject to the provisions of Section 10.16 hereof
may, and shall, at the written direction of the Holders of a majority of the
aggregate Note Balances of the Notes, do one or more of the following (subject
to Section 5.05 hereof):

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

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

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

            (iv) sell the Trust Estate or any portion thereof or rights or
      interest therein, at one or more public or private sales called and
      conducted in any manner permitted by law; provided, however, that the
      Indenture Trustee may not sell or otherwise liquidate the Trust Estate
      following an Event of Default, unless (A) the Indenture Trustee obtains
      the consent of the Holders of 100% of the aggregate Note Balance of the
      Notes, (B) the proceeds of such sale or liquidation distributable to the
      Holders of the Notes are sufficient to discharge in full all amounts then
      due and unpaid upon such Notes for principal and interest or (C) the
      Indenture Trustee determines that the Mortgage Loans will not continue to
      provide sufficient funds for the payment of principal of and interest on
      the applicable Notes as they would have become due if the Notes had not
      been declared due and payable, and the Indenture Trustee obtains the
      consent of the Holders of a majority of the aggregate Note Balance of the
      Notes. In determining such sufficiency or insufficiency with respect to
      clause (B) and (C), the Indenture Trustee may, but need not, obtain and
      rely upon written advice or an opinion (obtained at the expense of the
      Trust) of an Independent investment banking or accounting firm of national
      reputation as to the feasibility of such proposed action and as to the
      sufficiency of the Trust Estate for such purpose. Notwithstanding the
      foregoing, so long as a Master Servicer Event of Default 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
      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:

            (i) to the Indenture Trustee for amounts due under Section 6.07
      hereof and to the Owner Trustee for amounts due pursuant to Article VII of
      the Trust Agreement;


                                       36
<PAGE>

            (ii) to the Noteholders for amounts due and unpaid on the Notes
      (including Interest Carryforward Amount but not including any Basis Risk
      Shortfalls) with respect to interest, first, concurrently, to the Holders
      of each Class of Class A Notes, on a pro rata basis based on the
      entitlement of each such Class, second, to the Holders of the Class M-1
      Notes, third, to the Holders of the Class M-2 Notes, fourth, to the
      Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4
      Notes, sixth, to the Holders of the Class M-5 Notes and seventh, to the
      Holders of the Class M-6 Notes, according to the amounts due and payable
      on the Notes for interest;

            (iii) to the Noteholders for amounts due and unpaid on the Notes
      with respect to principal, first, concurrently, to the Holders of the
      Class A-1 Notes and the Class A-2 Notes, on a pro rata basis based on the
      Note Balance of each such Class, second, to the Holders of the Class M-1
      Notes, third, to the Holders of the Class M-2 Notes, fourth, to the
      Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4
      Notes, sixth, to the Holders of the Class M-5 Notes and seventh, to the
      Holders of the Class M-6 Notes, according to the amounts due and payable
      on such Notes for principal, in each case, until the Note Balance of each
      such Class is reduced to zero;

            (iv) to the Noteholders for the amount of any related Allocated
      Realized Loss Amount not previously paid, first, to the Holders of the
      Class M-1 Notes, second, to the Holders of the Class M-2 Notes, third, to
      the Holders of the Class M-3 Notes, fourth, to the Holders of the Class
      M-4 Notes, fifth, to the Holders of the Class M-5 Notes and sixth, to the
      Holders of the Class M- 6 Notes;

            (v) to the Noteholders for amounts due and unpaid on the Notes with
      respect to any related Basis Risk Shortfalls, first, concurrently, to the
      Holders of each Class of Class A Notes, on a pro rata basis based on the
      Basis Risk Shortfalls for each such Class, second, to the Holders of the
      Class M-1 Notes, third, to the Holders of the Class M-2 Notes, fourth, to
      the Holders of the Class M-3 Notes, fifth, to the Holders of the Class M-4
      Notes, sixth, to the Holders of the Class M-5 Notes and seventh, to the
      Holders of the Class M-6 Notes, according to the amounts due and payable
      on the Notes with respect thereto, from amounts available in the Trust
      Estate for the Noteholders; and

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

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

            Section 5.05. Optional Preservation of the Trust Estate. If the
Notes have been declared to be due and payable under Section 5.02 following an
Event of Default and such declaration and its


                                       37
<PAGE>

consequences have not been rescinded and annulled, the Indenture Trustee may
elect to take and maintain possession of the Trust Estate. It is the desire of
the parties hereto and the Noteholders that there be at all times sufficient
funds for the payment of principal of and interest on the Notes and other
obligations of the Issuer and the Indenture Trustee shall take such desire into
account when determining whether or not to take and maintain possession of the
Trust Estate. In determining whether and how to take and maintain possession of
the Trust Estate, the Indenture Trustee may, but need not, obtain and rely upon
the written advice or an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

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

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

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

            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.

            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.


                                       38
<PAGE>

            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.

            Section 5.11. Control By Noteholders. The Holders of a majority of
the aggregate Note 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) any direction to the Indenture Trustee to sell or liquidate the
      Trust Estate shall be by Holders of Notes representing not less than 100%
      of the Note Balances of the Notes;

            (iii) the Indenture Trustee has been provided with indemnity
      satisfactory to it; and

            (iv) the Indenture Trustee may take any other action deemed proper
      by the Indenture Trustee that is not inconsistent with such direction of
      the Holders of Notes representing a majority of the Note Balances of the
      Notes.

            Notwithstanding the rights of Noteholders set forth in this Section
5.11 the Indenture Trustee need not take any action that it determines might
involve it in liability.

            Section 5.12. Waiver of Past Defaults. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.02
hereof, the Holders of Notes representing not less than


                                       39
<PAGE>

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

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

            Section 5.15. Sale of Trust Estate.

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


                                       40
<PAGE>

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

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

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

            (iii) the Indenture Trustee determines that the conditions for
      retention of the Trust Estate set forth in Section 5.05 hereof cannot be
      satisfied (in making any determination under this Section 5.15, the
      Indenture Trustee may rely upon written advice or an opinion of an
      Independent investment banking firm obtained and delivered as provided in
      Section 5.05 hereof), the Holders of Notes representing at least 100% of
      the Note Balances of the Notes consent to such Sale.

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

            (c) [Reserved].

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

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

            (ii) 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 payable to the Holders of
      the Notes and Holders of Certificates 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


                                       41
<PAGE>

      acquired by the Indenture Trustee shall be held and dealt with by it in
      accordance with the provisions of this Indenture;

            (iii) the Indenture Trustee shall execute and deliver an appropriate
      instrument of conveyance, prepared by the Issuer and satisfactory to the
      Indenture Trustee, transferring its interest in any portion of the Trust
      Estate in connection with a Sale thereof;

            (iv) 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

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

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

            Section 5.17. Performance and Enforcement of Certain Obligations.

            (a) Promptly following a request from the Indenture Trustee to do
so, the Issuer in its capacity as holder of the Mortgage Loans, shall take all
such lawful action as the Indenture Trustee may request to cause the Issuer to
compel or secure the performance and observance by the Seller, NC Capital and
the Master Servicer, as applicable, of each of their obligations to the Issuer
under or in connection with the Mortgage Loan Sale and Contribution Agreement
and the 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 Sale and Contribution Agreement and the Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee, as
pledgee of the Mortgage Loans, including the transmission of notices of default
on the part of the Seller, NC Capital or the Master Servicer thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by the Seller, NC Capital or the Master Servicer of each of
their obligations under the Mortgage Loan Sale and Contribution Agreement and
the Servicing Agreement.

            (b) The Indenture Trustee, as pledgee of the Mortgage Loans, may,
and at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the
Note Balances of the Notes, shall exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Seller, NC Capital or the Master
Servicer under or in connection with the Mortgage Loan Sale and Contribution
Agreement and the Servicing Agreement,


                                       42
<PAGE>

including the right or power to take any action to compel or secure performance
or observance by the Seller, NC Capital 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 Sale and Contribution Agreement and the Servicing Agreement, as
the case may be, and any right of the Issuer to take such action shall not be
suspended.


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<PAGE>

                                   ARTICLE VI

            THE INDENTURE TRUSTEE

            Section 6.01. Duties of Indenture Trustee.

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

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

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

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

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

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

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

            (iii) the Indenture Trustee shall not be liable with respect to any
      action it takes or omits to take in good faith in accordance with a
      direction received by it from Noteholders or from the Issuer, which they
      are entitled to give under the Basic Documents.

            (d) The Indenture Trustee shall not be liable for interest on any
money received by it.

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

            (f) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the


                                       44
<PAGE>

exercise of any of its rights or powers, if it shall have reasonable grounds to
believe that repayment of such funds or indemnity satisfactory to it against
such risk or liability is not reasonably assured to it.

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

            (h) The Indenture Trustee shall act in accordance with Sections 6.03
of the Servicing Agreement and shall act as successor to the Master Servicer or
appoint a successor Master Servicer in accordance with Section 6.02 of the
Servicing Agreement.

            (i) In order to comply with its duties under U.S. Patriot Act, the
Indenture Trustee shall obtain and verify certain information and documentation
from the other parties hereto, including, but not limited to, such party's name,
address, and other indentifying information.

            Section 6.02. Rights of Indenture Trustee.

            (a) The Indenture Trustee may conclusively rely on, and shall be
fully protected from acting or refraining from acting upon, 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 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.

            (d) The Indenture Trustee may consult with counsel, and the advice
or Opinion of Counsel with respect to legal matters relating to the Basic
Documents 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 or in connection herewith in good faith and in accordance with the
advice or opinion of such counsel.

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

            (f) The Indenture Trustee or its Affiliates are permitted to receive
additional compensation that could be deemed to be in the Indenture Trustee's
economic self-interest for (i) serving


                                       45
<PAGE>

as investment adviser, administrator, shareholder, servicing agent, custodian or
sub-custodian with respect to certain of the Permitted Investments, (ii) using
Affiliates to effect transactions in certain Permitted Investments and (iii)
effecting transactions in certain Permitted Investments. Such compensation shall
not be considered an amount that is reimbursable or payable to the Indenture
Trustee (i) as part of the Indenture Trustee Fee, (ii) pursuant to Sections
3.05(d), 3.05(h), 5.04(b), 6.07 or 8.02(c) hereunder or (iii) out of the
Available Payment Amount.

            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, subject to the
requirements of the Trust Indenture Act. Any Note Registrar, co-registrar or
co-paying agent may do the same with like rights. However, the Indenture Trustee
must comply with Sections 6.11 and 6.12 hereof.

            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.

            Section 6.05. Notice of Event of Default. Subject to Section 5.01,
the Indenture Trustee shall promptly mail to each Noteholder notice of the Event
of Default after it is actually known to a Responsible Officer of the Indenture
Trustee, unless such Event of Default shall have been waived or cured. 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 it in good
faith determines that withholding the notice is in the interests of Noteholders.

            Section 6.06. Reports by Indenture Trustee to Holders and Tax
Administration.

            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. The Indenture Trustee shall prepare and file (or cause
to be prepared and filed), on behalf of the Owner Trustee or the Issuer, all tax
returns (if any) and information reports, tax elections and such annual or other
reports of the Issuer as are necessary for preparation of tax returns and
information reports as provided in Section 5.03 of the Trust Agreement,
including without limitation Form 1099. All tax returns and information reports
shall be signed by the Owner Trustee as provided in Section 5.03 of the Trust
Agreement.

            Section 6.07. Compensation and Indemnity. The Indenture Trustee
shall withdraw from the Payment Account on each Payment Date and pay to itself
the Indenture Trustee Fee. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. In
addition, the Indenture Trustee shall withdraw from the Payment Account on each
Payment Date and pay to the Owner Trustee the Owner Trustee Fee and its
Expenses.


                                       46
<PAGE>

            The Issuer shall reimburse the Indenture Trustee and the Owner
Trustee for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to compensation for its services.
Such expenses shall include reasonable compensation and expenses, disbursements
and advances of the Indenture Trustee's or the Owner Trustee's agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee and
hold it harmless against any and all claim, tax, penalty, loss, liability or
expense (including attorneys' fees and expenses) of any kind whatsoever incurred
by it in connection with the administration of this Trust and the performance of
its duties under any of the Basic Documents. The Indenture Trustee shall notify
the Issuer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer shall not relieve the Issuer of its
obligations hereunder. The Issuer shall defend any such claim, and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer is not obligated to reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.

            The Issuer's payment obligations to the Indenture Trustee and the
Owner Trustee pursuant to this Section 6.07 shall survive the discharge of this
Indenture and the termination or resignation of the Indenture Trustee. When the
Indenture Trustee or the Owner Trustee incurs expenses after the occurrence of
an Event of Default 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. Holders of a majority of Note
Balances of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Issuer
shall, remove the Indenture Trustee if:

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

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

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

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

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

            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


                                       47
<PAGE>

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 30 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders of a majority of Note Balances of
the Notes may petition any court of competent jurisdiction for the appointment
of a successor Indenture Trustee.

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

            Section 6.09. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all of 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 hereof. The Indenture Trustee shall
provide the Rating Agencies with prior written notice of any such transaction.

            If 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 and any of the Notes shall have been authenticated but not
delivered, any such successor to the Indenture Trustee may adopt the certificate
of authentication of any predecessor trustee and deliver such Notes so
authenticated; and if 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 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 Estate, 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 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:


                                       48
<PAGE>

            (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 Indenture and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
Indenture Trustee or separately, as may be provided therein, subject to all the
provisions of this Indenture, specifically including every provision 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 Indenture 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 "Baa3" or better by Moody's and
"BBB" or better by S&P. 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.


                                       49
<PAGE>

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

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

            (i) It is a national banking association duly organized, validly
      existing and in good standing under the laws of the United States.

            (ii) The execution and delivery of this Indenture by it, and the
      performance and compliance with the terms of this Indenture by it, will
      not violate its charter or bylaws.

            (iii) It has the full power and authority to enter into and
      consummate all transactions contemplated by this Indenture has duly
      authorized the execution, delivery and performance of this Indenture, and
      has duly executed and delivered this Indenture.

            (iv) This Indenture, assuming due authorization, execution and
      delivery by the Issuer, constitutes a valid, legal and binding obligation
      of it, enforceable against it in accordance with the terms hereof, subject
      to (A) applicable bankruptcy, insolvency, receivership, reorganization,
      moratorium and other laws affecting the enforcement of creditors' rights
      generally, and (B) general principles of equity, regardless of whether
      such enforcement is considered in a proceeding in equity or at law.

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

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

            (ii) to authenticate and deliver the Notes substantially in the form
      prescribed by Exhibits A-1 through A-10 to this Indenture in accordance
      with the terms of this Indenture; and

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

            Section 6.15. The Agents. The provisions of this Indenture relating
to the limitations of the Indenture Trustee's liability and to its indemnity,
rights and protections shall inure also to the Paying Agent and Note Registrar.


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<PAGE>

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

            Section 7.01. Issuer To Furnish Indenture Trustee Names and
                          Addresses of Noteholders.

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

            Section 7.02. Preservation of Information; Communications to
Noteholders.

            (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 hereof and the names and addresses of Holders of 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 or Note Owners may communicate pursuant to TIA ss.
312(b) with other Noteholders or Note Owners with respect to their rights under
this Indenture or under the Notes.

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

            Section 7.03. Reports of Issuer.

            (a) Subject to Section 4.02 of the Servicing Agreement,

            (i) The Indenture Trustee shall file with the Commission on behalf
      of the Issuer, with a copy to the Issuer within 15 days before the Issuer
      is required to file the same with the Commission, the annual reports and
      the information, documents and other reports (or such portions of any of
      the foregoing as the Commission may from time to time by rules and
      regulations prescribe) that the Issuer may be required to file with the
      Commission pursuant to Section 13 or 15(d) of the Exchange Act;

            (ii) The Indenture Trustee shall file with the Commission, on behalf
      of the Issuer, in accordance with rules and regulations prescribed from
      time to time by the Commission such additional information, documents and
      reports with respect to compliance by the Issuer with the


                                       51
<PAGE>

      conditions and covenants of this Indenture as may be required from time to
      time by such rules and regulations; and

            (iii) The Indenture Trustee shall supply (and the Indenture Trustee
      shall transmit by mail to 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 31st of each year.

            Section 7.04. Reports by Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each January 30th beginning with March 31, 2005,
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss. 313(a).
The Indenture Trustee also shall comply with TIA ss. 313(b).

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

            Section 7.05. Statements to Noteholders.

            (a) With respect to each Payment Date, the Indenture Trustee shall
make available via the Indenture Trustee's website
https://www.corporatetrust.db.com/invr or deliver at the recipient's option to
each Noteholder and each Certificateholder, the Depositor, the Owner Trustee,
the Certificate Paying Agent and each Rating Agency, a statement setting forth
the following information as to the Notes, to the extent applicable:

            (i) the amount of the payment made on such Payment Date to the
      Holders of the Notes of each Class allocable to principal;

            (ii) the amount of the payment made on such Payment Date to the
      Holders of the Notes of each Class allocable to interest;

            (iii) the aggregate Servicing Fee received by the Master Servicer
      during the related Due Period and such other customary information as the
      Indenture Trustee deems necessary or desirable, or which a Noteholder
      reasonably requests, to enable Certificateholders to prepare their tax
      returns;

            (iv) the aggregate amount of P&I Advances for such Payment Date;


                                       52
<PAGE>

            (v) the aggregate Stated Principal Balance of the Mortgage Loans and
      any REO Properties as of the close of business on such Payment Date by
      Loan Group and in the aggregate ;

            (vi) the number, aggregate principal balance, weighted average
      remaining term to maturity and weighted average Mortgage Rate of the
      Mortgage Loans as of the related Due Date by Loan Group and in the
      aggregate;

            (vii) the number and aggregate unpaid principal balance of Mortgage
      Loans by Loan Group and in the aggregate (a) delinquent 30 to 59 days, (b)
      delinquent 60 to 89 days, (c) delinquent 90 or more days, in each case, as
      of the last day of the preceding calendar month, (d) as to which
      foreclosure proceedings have been commenced and (e) with respect to which
      the related Mortgagor has filed for protection under applicable bankruptcy
      laws, with respect to whom bankruptcy proceedings are pending or with
      respect to whom bankruptcy protection is in force;

            (viii) with respect to any Mortgage Loan that became an REO Property
      during the preceding calendar month, the loan number of such Mortgage
      Loan, the unpaid principal balance and the Stated Principal Balance of
      such Mortgage Loan as of the date it became an REO Property;

            (ix) the book value of any REO Property as of the close of business
      on the last Business Day of the calendar month preceding the Payment Date;

            (x) the aggregate amount of Principal Prepayments made during the
      related Prepayment Period;

            (xi) the aggregate amount of Realized Losses incurred during the
      related Prepayment Period by Loan Group and in the aggregate (or, in the
      case of Bankruptcy Losses allocable to interest, during the related Due
      Period), separately identifying whether such Realized Losses constituted
      Bankruptcy Losses and the aggregate amount of Realized Losses incurred
      since the Closing Date and the aggregate amount of Subsequent Recoveries
      received during the Prepayment Period and the cumulative amount of
      Subsequent Recoveries received since the Closing Date;

            (xii) the aggregate Note Balance of each Class of Notes, after
      giving effect to the payments, and allocations of Realized Losses, made on
      such Payment Date;

            (xiii) the Interest Payment Amount in respect of the Class A Notes
      and the Mezzanine Notes for such Payment Date and the Interest Carry
      Forward Amount, if any, with respect to the Class A Notes and the
      Mezzanine Notes on such Payment Date, and in the case of the Class A Notes
      and the Mezzanine Notes, separately identifying any reduction thereof due
      to allocations of Realized Losses (in the case of the Mezzanine Notes
      only), Prepayment Interest Shortfalls and Relief Act Interest Shortfalls;


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<PAGE>

            (xiv) the aggregate amount of any Prepayment Interest Shortfall for
      such Payment Date, to the extent not covered by payments by the Master
      Servicer pursuant to Section 3.24 of the Servicing Agreement;

            (xv) the aggregate amount of Relief Act Interest Shortfalls for such
      Payment Date;

            (xvi) the Overcollateralization Target Amount and the Credit
      Enhancement Percentage for such Distribution Date;

            (xvii) the Overcollateralization Increase Amount, if any, for such
      Payment Date;

            (xviii) the Overcollateralization Reduction Amount, if any, for such
      Payment Date;

            (xix) the respective Note Rates applicable to the Class A Notes and
      the Mezzanine Notes for such Payment Date and the Note Rate applicable to
      the Class A Notes and the Mezzanine Notes for the immediately succeeding
      Payment Date;

            (xx) the Basis Risk Shortfall for the Class A Notes and the
      Mezzanine Notes, if any, for such Payment Date and the amount remaining
      unpaid after reimbursements therefor on such Payment Date;

            (xxi) the amount of such distribution to the Certificates; and

            (xxii) the amount received under the Cap Contracts, if any.

            Items (i) through (iii) above shall be presented on the basis of a
Note having a $1,000 denomination. In addition, by January 31st of each calendar
year following any year during which the Notes are outstanding, the Indenture
Trustee shall furnish a report to each Noteholder of record if so requested in
writing at any time during each calendar year as to the aggregate of amounts
reported pursuant to (i) through (iii) with respect to the Notes for such
calendar year.

            (b) The Indenture Trustee may conclusively rely upon the Remittance
Report provided by the Master Servicer pursuant to Section 4.01 of the Servicing
Agreement and on the amounts furnished to the Indenture Trustee pursuant to the
Cap Contracts in its preparation of its Statement to Noteholders.


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<PAGE>

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

            Section 8.02. Trust Accounts.

            (a) On or prior to the Closing Date, the Issuer shall cause the
Indenture Trustee to establish and maintain, in the name of the Indenture
Trustee, for the benefit of the Noteholders, the Payment Account as provided in
Section 3.01 hereof.

            (b) On each Payment Date, the Indenture Trustee shall pay itself the
Indenture Trustee Fee and any expenses owing to it for such Payment Date and
shall pay the Owner Trustee the Owner Trustee Fee and its Expenses, and then the
Indenture Trustee shall pay all remaining amounts on deposit in the Payment
Account to the Noteholders in respect of the Notes and to such other persons in
the order of priority set forth in Section 3.05 hereof (except as otherwise
provided in Section 5.04(b) hereof).

            (c) Pursuant to Section 3.12 of the Servicing Agreement, funds in
the Payment Account shall remain uninvested unless the Indenture Trustee is
otherwise directed by the Master Servicer in Section 3.10(d) of the Servicing
Agreement.

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

            Section 8.04. Termination Upon Distribution to Noteholders. This
Indenture and the respective obligations and responsibilities of the Issuer and
the Indenture Trustee created hereby shall terminate upon the payment to
Noteholders, the Certificate Paying Agent on behalf of the Owner Trustee, the
Certificateholders and the Indenture Trustee of all amounts required to be paid
pursuant to Article III; provided, however, that in no event shall the trust
created hereby continue beyond the expiration of 21


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<PAGE>

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,
including for the purposes of any repurchase by the Master Servicer of a
Mortgage Loan pursuant to Section 3.16 of the Servicing Agreement. No party
relying upon an instrument executed by the Indenture Trustee as provided in
Article VIII hereunder shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent, or see to
the application of any monies.

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

            (c) The Indenture Trustee shall release property from the lien of
this Indenture pursuant to this Section 8.05 only upon receipt of a request from
the Issuer accompanied by an Officers' Certificate and an Opinion of Counsel
stating that all applicable requirements have been satisfied.

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

            Section 8.07. Optional Redemption of the Notes.

            (a) The Master Servicer shall have the option to redeem the Notes in
whole, but not in part, on any Payment Date on or after the Payment Date on
which the aggregate Stated Principal Balance of the Mortgage Loans as of the end
of the prior Due Period is less than or equal to 10% of the aggregate Stated
Principal Balance of the Mortgage Loans as of Cut-off Date. The aggregate
redemption price for the Notes will be equal to the greater of (i) the Stated
Principal Balance of the Mortgage Loans and the appraised value of any REO
Properties, such appraisal to be conducted by an Independent appraiser mutually
agreed upon by the Master Servicer and the Indenture Trustee in their reasonable
discretion and (ii) the fair market value of the Mortgage Loans and the REO
Properties (as determined by the Master Servicer and, to the extent that a Class
of Class A Notes or a Class of Mezzanine Notes will not receive all amounts owed
to it as a result of the redemption, the Indenture Trustee (it being understood
and agreed that any determination by the Indenture Trustee shall be made solely
in reliance on an appraisal by an Independent appraiser as provided above), in
each case plus accrued and unpaid interest thereon at the weighted average of
the Mortgage Rates through the end of the Due Period preceding the final Payment
Date plus unreimbursed Servicing Advances, P&I Advances, any unpaid Servicing
Fees allocable to such Mortgage Loans and REO Properties and any accrued and
unpaid Basis Risk Shortfalls (the


                                       56
<PAGE>

"Redemption Price"). If the determination of the fair market value of the
Mortgage Loans and REO Properties shall be required to be made by the Master
Servicer and an Independent appraiser as provided above, (A) such appraisal
shall be obtained at no expense to the Indenture Trustee and (B) the Indenture
Trustee may conclusively rely on, and shall be protected in relying on, such
appraisal.

            (b) In order to exercise the foregoing option, the Master Servicer
shall provide written notice of its exercise of such option to the Indenture
Trustee and the Owner Trustee at least 15 days prior to its exercise. Following
receipt of the notice, the Indenture Trustee shall provide notice to the
Noteholders of the final payment on the Notes. In addition, the Master Servicer
shall, not less than one Business Day prior to the proposed Payment Date on
which such redemption is to be made, deposit the aggregate redemption price
specified in (a) above with the Indenture Trustee, who shall deposit the
aggregate redemption price into the Payment Account and shall, on the Payment
Date after receipt of the funds, apply such funds to make final payments of
principal and interest on the Notes in accordance with Section 3.05(b) and (c)
hereof and payment in full to the Indenture Trustee, and this Indenture shall be
discharged subject to the provisions of Section 4.10 hereof. If for any reason
the amount deposited by the Master Servicer is not sufficient to make such
redemption or such redemption cannot be completed for any reason, the amount so
deposited by the Master Servicer with the Indenture Trustee shall be immediately
returned to the Master Servicer in full and shall not be used for any other
purpose or be deemed to be part of the Trust Estate.


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<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

            Section 9.01. Supplemental Indentures Without Consent of
Noteholders.

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

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

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

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

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

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

            (vi) to make any other provisions with respect to matters or
      questions arising under this Indenture or in any supplemental indenture;
      provided, that such action (as evidenced by either (i) an Opinion of
      Counsel delivered to the Master Servicer and the Indenture Trustee or (ii)
      confirmation from the Rating Agencies that such amendment will not result
      in the reduction or withdrawal of the rating of any Class of Notes) shall
      not materially and adversely affect the interests of the Holders of the
      Notes;

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


                                       58
<PAGE>

            (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;

provided, however, that no such indenture supplements shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel as to the
enforceability of any such indenture supplement and to the effect that (i) such
indenture supplement is permitted hereunder and (ii) entering into such
indenture supplement will not result in a "substantial modification" of the
Notes under Treasury Regulation Section 1.1001-3 or adversely affect the status
of the Notes as indebtedness for federal income tax purposes.

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

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

            Section 9.02. Supplemental Indentures With Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Request, also
may, with prior notice to the Rating Agencies and, with the consent of the
Holders of not less than a majority of the Note Balance of each Class of Notes
affected thereby, by Act (as defined in Section 10.03 hereof) of such Holders
delivered to the Issuer and the Indenture Trustee, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Note affected thereby:

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


                                       59
<PAGE>

            (ii) reduce the percentage of the Note 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";

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

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

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

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

and provided, further, that such action shall not, as evidenced by an Opinion of
Counsel, cause the Issuer (if 100% of the Certificates are not owned by the
Seller) to be subject to an entity level tax.

            Any such action shall not (as evidenced by either (i) an Opinion of
Counsel delivered to the Master Servicer and the Indenture Trustee or (ii)
confirmation from the Rating Agencies that such amendment will not result in the
reduction or withdrawal of the rating of any Class of Notes) adversely affect in
any material respect the interest of any Holder (other than a Holder who shall
consent to such supplemental indenture).

            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


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<PAGE>

defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

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

            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.


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<PAGE>

                                    ARTICLE X

                                  MISCELLANEOUS

            Section 10.01. Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

            (v) if the signatory of such certificate or opinion is required to
      be Independent, the statement required by the definition of the term
      "Independent Certificate."

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

            (ii) Whenever the Issuer is required to furnish to the Indenture
      Trustee an Officer's Certificate certifying or stating the opinion of any
      signer thereof as to the matters described in clause (i)


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<PAGE>

above, the Issuer shall also deliver to the Indenture Trustee an Independent
Certificate from a nationally recognized accounting firm as to the same matters,
if the fair value of the securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the
commencement of the then current fiscal year of the Issuer, as set forth in the
certificates delivered pursuant to clause (i) above and this clause (ii), is 10%
or more of the Note Balances of the Notes, but such a certificate need not be
furnished with respect to any securities so deposited, 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 Note 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 prior to
such release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof.

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

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

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


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<PAGE>

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

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

            Section 10.03. Acts of Noteholders.

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

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

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

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

            Section 10.04. Notices etc., to Indenture Trustee Issuer and Rating
Agencies.

            Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or other documents provided or permitted by this
Indenture shall be in writing and if such


                                       64
<PAGE>

request, demand, authorization, direction, notice, consent, waiver or act of
Noteholders is to be made upon, given or furnished to or filed with:

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

            (ii) the Issuer by the Indenture Trustee or by any Noteholder shall
      be sufficient for every purpose hereunder if in writing and mailed
      first-class, postage prepaid to the Issuer addressed to: New Century Home
      Equity Loan Trust 2004-1, in care of Wilmington Trust Company, Rodney
      Square North, 1100 North Market Street, Wilmington, Delaware 19990- 0001,
      Attention: Corporate Trust Administration, or at any other address
      previously furnished in writing to the Indenture Trustee by the Issuer.
      The Issuer shall promptly transmit any notice received by it from the
      Noteholders to the Indenture Trustee.

            Notices required to be given to the Rating Agencies by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, mailed
first-class postage pre-paid, to (i) in the case of Moody's, at the following
address: Moody's Investors Service, Inc., Residential Mortgage Monitoring
Department, 99 Church Street, New York, New York 10007 and (ii) in the case of
S&P, at the following address: Standard & Poor's, 55 Water Street, 41st Floor,
New York, New York 10041, Attention of Asset Backed Surveillance Department; or
as to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

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

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

            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


                                       65
<PAGE>

notice as shall be satisfactory to the Indenture Trustee shall be deemed to be a
sufficient giving of such notice.

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

            Section 10.06. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the TIA,
such required provision shall control.

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

            Section 10.07. Effect of Headings. The Article and Section headings
herein are for convenience only and shall not affect the construction hereof.

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

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

            Section 10.10. [Reserved].

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

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

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


                                       66
<PAGE>

            Section 10.14. Recording of Indenture. If this Indenture is subject
to recording in any appropriate public recording offices, such recording is to
be effected by the Issuer and at its expense accompanied by an Opinion of
Counsel at its expense (which may be counsel to the Indenture Trustee or any
other counsel reasonably acceptable to the Indenture Trustee) to the effect that
such recording is necessary either for the protection of the Noteholders or any
other Person secured hereunder or for the enforcement of any right or remedy
granted to the Indenture Trustee under this Indenture.

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

            Section 10.16. No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time prior to one year from the date of
termination hereof, 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, except for filing proofs of claim.

            Section 10.17. Inspection. The Issuer agrees that, at its expense,
on reasonable prior notice, it shall permit any representative of the Indenture
Trustee, during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by Independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees, and Independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall cause its representatives to hold in
confidence all such information except to the extent disclosure may be required
by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

            Section 10.18. No Recourse to Owner Trustee. It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by Wilmington Trust Company, not individually or personally, but
solely as Owner Trustee of New Century Home Equity Loan Trust 2004-1,


                                       67
<PAGE>

in the exercise of the powers and authority conferred and vested in it, (b) each
of the representations, undertakings and agreements herein made on the part of
the Issuer is made and intended not as personal representations, undertakings
and agreements by Wilmington Trust Company but is made and intended for the
purpose for binding only the Issuer, (c) nothing herein contained shall be
construed as creating any liability of Wilmington Trust Company, individually or
personally, to perform any covenant either expressed or implied contained
herein, all such liability, if any, being expressly waived by the parties hereto
and by any Person claiming by, through or under the parties hereto and (d) under
no circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or any other related documents.

            Section 10.19. Proofs of Claim. The Indenture Trustee is authorized
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 (including any
claim for the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee, its agents and counsel) and the Noteholders allowed in
any judicial proceedings relative to the Issuer (or any other obligor upon the
Notes), its creditors or its property and shall be entitled and empowered to
collect, receive and distribute any money or other property payable or
deliverable on any such claims and any custodian in any such judicial proceeding
is hereby authorized by each Noteholder to make such payments to the Indenture
Trustee, as administrative expenses associated with any such proceeding, and, in
the event that the Indenture Trustee shall consent to the making of such
payments directly to the Noteholder to pay to the Indenture Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee, its agents and counsel, and any other amounts due to
the Indenture Trustee under Section 6.07 hereof. To the extent that the payment
of any such compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and counsel, and any other amounts due the Indenture Trustee
under Section 6.07 hereof out of the estate in any such proceeding, shall be
denied for any reason, payment of the same shall be secured by a Lien on, and
shall be paid out of, any and all distributions, dividends, money, securities
and other properties that the Noteholders may be entitled to receive in such
proceeding whether in liquidation or under any plan of reorganization or
arrangement or otherwise. Nothing herein contained shall be deemed to authorize
the Indenture Trustee to authorize or consent to or accept or adopt on behalf of
any Noteholder any plan of reorganization, arrangement, adjustment or
composition affecting the Noteholder of the rights of any Noteholder thereof, or
to authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding.


                                       68
<PAGE>

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

                                          NEW CENTURY HOME EQUITY LOAN TRUST,
                                          2004-1, as Issuer

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


                                          By:___________________________________
                                          Name:
                                          Title:

                                          DEUTSCHE BANK NATIONAL TRUST
                                          COMPANY, as Indenture Trustee


                                          By:___________________________________
                                          Name:
                                          Title:


                                          By:___________________________________
                                          Name:
                                          Title:

<PAGE>

STATE OF CALIFORNIA     )
                        ) ss.:
COUNTY OF ORANGE        )

      On this ___th day of April, 2004, before me personally appeared
__________________ to me known, who being by me duly sworn, did depose and say,
that he is a __________________ of the Indenture Trustee, one of the
corporations described in and which executed the above instrument; and that he
signed his name thereto by like order.

                                            Notary Public


                                            ______________________________
                                            NOTARY PUBLIC

[NOTARIAL SEAL]

<PAGE>

STATE OF CALIFORNIA       )
                          ) ss.:
COUNTY OF ORANGE          )

      On this ___th day of April, 2004, before me personally appeared
________________ to me known, who being by me duly sworn, did depose and say,
that she is a ___________________ of the Indenture Trustee, one of the
corporations described in and which executed the above instrument; and that she
signed her name thereto by like order.

                                            Notary Public


                                            ______________________________
                                            NOTARY PUBLIC]

[NOTARIAL SEAL]

<PAGE>

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

      On this ____ day of April, 2004, before me personally appeared
_______________ to me known, who being by me duly sworn, did depose and say,
that she is a _____________________ of the Owner Trustee, one of the entities
described in and which executed the above instrument; and that she signed her
name thereto by like order.

                                            Notary Public


                                            ______________________________
                                            NOTARY PUBLIC

[NOTARIAL SEAL]

<PAGE>

                                   EXHIBIT A-1

                             FORM OF CLASS A-1 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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


                                     A-1-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS A-1

AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$_______________

INITIAL NOTE BALANCE OF THIS BOND:                 BOND NO. 1
$_______________

PERCENTAGE INTEREST: 100%                          CUSIP NO. [        ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-1 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-1-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-1 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class A-1 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-1-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-1-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-1-5
<PAGE>

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

Dated: April __ 2004

                                    NEW CENTURY HOME EQUITY LOAN TRUST
                                    2004-1

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


                                    By:_________________________________________
                                                   Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee

By:______________________________________
             Authorized Signatory


                                     A-1-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM         --       as tenants in common

         TEN ENT         --       as tenants by the entireties

         JT TEN          --       as joint tenants with right of survivorship
                                  and not as tenants in common

UNIF GIFT MIN ACT        --       __________ Custodian

                                  ___________________________________
                                    (Cust)                (Minor)

                                  under Uniform Gifts to Minor Act

                                  ___________________________________
                                                                        (State)

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


                                     A-1-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                  ____________________________________________

                  ____________________________________________

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

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

Dated: _________________________     _________________________________

Signature Guaranteed by ______________________________________

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


                                     A-1-8
<PAGE>

                                   EXHIBIT A-2

                             FORM OF CLASS A-2 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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


                                     A-2-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS A-2

AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$__________________

INITIAL NOTE BALANCE OF THIS BOND:                 BOND NO. 1
$__________________

PERCENTAGE INTEREST: 100%                          CUSIP NO. [       ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-2-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class A-2 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-2-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-2-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-2-5
<PAGE>

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

Dated: April __ 2004

                                          NEW CENTURY HOME EQUITY LOAN TRUST
                                          2004-1

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


                                          By:___________________________________
                                                        Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:____________________________________
         Authorized Signatory


                                     A-2-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM        --       as tenants in common

         TEN ENT        --       as tenants by the entireties

         JT TEN         --       as joint tenants with right of survivorship
                                 and not as tenants in common

UNIF GIFT MIN ACT       --       __________ Custodian

                                 ________________________________
                                   (Cust)                 (Minor)

                                 under Uniform Gifts to Minor Act

                                 ________________________________
                                                                    (State)

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


                                     A-2-7
<PAGE>

                                   ASSIGNMENT

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

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

              _____________________________________________________

              _____________________________________________________

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

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

Dated: ____________________      ________________________________________


Signature Guaranteed by _______________________________________

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


                                     A-2-8
<PAGE>

                                   EXHIBIT A-3

                             FORM OF CLASS A-3 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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


                                     A-3-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS A-3

AGGREGATE NOTE BALANCE:                           NOTE RATE: Variable
$_____________

INITIAL NOTE BALANCE OF THIS BOND:                BOND NO. 1
$_____________

PERCENTAGE INTEREST: 100%                         CUSIP NO. [      ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-3 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-3-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-3 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class A-3 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-3-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-3-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-3-5
<PAGE>

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

Dated: April __ 2004

                                        NEW CENTURY HOME EQUITY LOAN TRUST
                                        2004-1

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


                                        By:_____________________________________
                                                     Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:__________________________________
          Authorized Signatory


                                     A-3-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM       --       as tenants in common

         TEN ENT       --       as tenants by the entireties

         JT TEN        --       as joint tenants with right of survivorship
                                and not as tenants in common

UNIF GIFT MIN ACT      --       __________ Custodian

                                _________________________________
                                 (Cust)                 (Minor)

                                under Uniform Gifts to Minor Act

                                ___________________________
                                                                     (State)

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


                                     A-3-7
<PAGE>

                                   ASSIGNMENT

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

      PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

                 _______________________________________________

                 _______________________________________________

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


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

Dated: ____________________   ______________________________


Signature Guaranteed by _______________________________

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


                                     A-3-8
<PAGE>

                                   EXHIBIT A-4

                             FORM OF CLASS A-4 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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


                                      A-4-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS A-4

AGGREGATE NOTE BALANCE:                             NOTE RATE: Variable
$_______________

INITIAL NOTE BALANCE OF THIS BOND:                  BOND NO. 1
$_______________

PERCENTAGE INTEREST: 100%                           CUSIP NO. [       ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
A-4 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                      A-4-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class A-4 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class A-4 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                      A-4-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                      A-4-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                      A-4-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:_________________________________
           Authorized Signatory


                                      A-4-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM     --    as tenants in common

         TEN ENT     --    as tenants by the entireties

         JT TEN      --    as joint tenants with right of survivorship and not
                           as tenants in common

UNIF GIFT MIN ACT    --    __________ Custodian

                           ______________________________
                            (Cust)              (Minor)

                           under Uniform Gifts to Minor Act

                           _______________________
                                                      (State)

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


                                      A-4-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                 ______________________________________________

                 ______________________________________________

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


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

Dated: ___________________      _________________________________


Signature Guaranteed by ________________________________

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


                                      A-4-8
<PAGE>

                                   EXHIBIT A-5

                             FORM OF CLASS M-1 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES TO THE EXTENT DESCRIBED IN THE
INDENTURE REFERRED TO HEREIN.


                                     A-5-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-1

AGGREGATE NOTE BALANCE:                             NOTE RATE: Variable
$_______________

INITIAL NOTE BALANCE OF THIS BOND:                  BOND NO. 1
$_______________

PERCENTAGE INTEREST: 100%                           CUSIP NO. [       ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-1 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-5-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-1 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-1 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-5-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-5-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-5-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
            Authorized Signatory


                                     A-5-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM      --  as tenants in common

         TEN ENT      --  as tenants by the entireties

         JT TEN       --  as joint tenants with right of survivorship and
                          not as tenants in common

UNIF GIFT MIN ACT     --  __________ Custodian

                          ______________________________
                           (Cust)                (Minor)

                          under Uniform Gifts to Minor Act

                          ____________________________
                                                        (State)

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


                                     A-5-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                ________________________________________________

                ________________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-5-8
<PAGE>

                                   EXHIBIT A-6

                             FORM OF CLASS M-2 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES AND THE CLASS M-1 NOTES TO THE
EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.


                                     A-6-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-2

AGGREGATE NOTE BALANCE:                                   NOTE RATE: Variable
$________________

INITIAL NOTE BALANCE OF THIS BOND:                        BOND NO. 1
$________________

PERCENTAGE INTEREST: 100%                                 CUSIP NO. [       ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-2 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-6-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-2 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-2 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-6-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-6-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-6-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                     Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:_________________________________
          Authorized Signatory


                                     A-6-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM        --   as tenants in common

         TEN ENT        --   as tenants by the entireties

         JT TEN         --   as joint tenants with right of survivorship and
                             not as tenants in common

UNIF GIFT MIN ACT       --   __________ Custodian

                             ______________________________
                              (Cust)                 (Minor)

                             under Uniform Gifts to Minor Act

                             _________________________
                                                             (State)

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


                                     A-6-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-6-8
<PAGE>

                                   EXHIBIT A-7

                             FORM OF CLASS M-3 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES AND THE CLASS
M-2 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.


                                     A-7-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-3

AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$___________________

INITIAL NOTE BALANCE OF THIS BOND:                 BOND NO. 1
$___________________

PERCENTAGE INTEREST: 100%                          CUSIP NO. [      ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-3 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-7-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-3 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-3 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-7-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-7-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-7-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                     Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
           Authorized Signatory


                                     A-7-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM         --    as tenants in common

         TEN ENT         --    as tenants by the entireties

         JT TEN          --    as joint tenants with right of survivorship and
                               not as tenants in common

UNIF GIFT MIN ACT        --    __________ Custodian

                               _____________________________
                                 (Cust)                 (Minor)

                               under Uniform Gifts to Minor Act

                               ________________________

                                                                 (State)

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


                                     A-7-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

              ____________________________________________________

              ____________________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-7-8
<PAGE>

                                   EXHIBIT A-8

                             FORM OF CLASS M-4 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES AND THE CLASS M-3 NOTES TO THE EXTENT DESCRIBED IN THE INDENTURE
REFERRED TO HEREIN.


                                     A-8-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-4

AGGREGATE NOTE BALANCE:                            NOTE RATE: Variable
$___________________

INITIAL NOTE BALANCE OF THIS BOND:                 BOND NO. 1
$___________________

PERCENTAGE INTEREST: 100%                          CUSIP NO. [        ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-4 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-8-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-4 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-4 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-8-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-8-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-8-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee

By:______________________________________
             Authorized Signatory


                                     A-8-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM        --       as tenants in common

         TEN ENT        --       as tenants by the entireties

         JT TEN         --       as joint tenants with right of survivorship and
                                 not as tenants in common

UNIF GIFT MIN ACT       --       __________ Custodian

                                 __________________________________
                                  (Cust)                    (Minor)

                                 under Uniform Gifts to Minor Act

                                 _____________________________
                                                                  (State)

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


                                     A-8-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-8-8
<PAGE>

                                   EXHIBIT A-9

                             FORM OF CLASS M-5 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES AND THE CLASS M-4 NOTES TO THE EXTENT DESCRIBED
IN THE INDENTURE REFERRED TO HEREIN.


                                     A-9-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-5

AGGREGATE NOTE BALANCE:                           NOTE RATE: Variable
$______________

INITIAL NOTE BALANCE OF THIS BOND:                BOND NO. 1
$______________

PERCENTAGE INTEREST: 100%                         CUSIP NO. [        ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-5 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-9-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-5 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-5 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-9-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code and (B) this Note is rated investment grade or better
and such person believes that this Note is properly treated as indebtedness
without substantial equity features for purposes of the DOL Regulations, and
agrees to so treat this Note. Alternatively, regardless of the rating of this
Note, such person may provide the Indenture Trustee and the Owner Trustee with
an opinion of counsel, which opinion of counsel will not be at the expense of
the Issuer, the Seller, NC Capital, any Underwriter, the Owner Trustee, the
Indenture Trustee, the Master Servicer or any successor servicer which opines
that the acquisition, holding and transfer of this Note or interest herein is
permissible under applicable law, will not constitute or result in a non-exempt
prohibited transaction under ERISA or Section 4975 of the Code and will not
subject the Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the
Owner Trustee, the Indenture Trustee, the Master Servicer or any successor
servicer to any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The Indenture also contains provisions permitting the Holders of
Notes representing specified percentages of the aggregate Note Balance of the
Notes on behalf of the Holders of all the Notes, to waive any past Default under
the Indenture and its consequences. Any such waiver by the Holder, at the time
of the giving thereof, of this Note (or any one or more predecessor Notes) shall
bind the Holder of every Note issued


                                     A-9-4
<PAGE>

upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not notation of such consent or waiver is made upon such
Note. The Indenture also permits the Issuer and the Indenture Trustee to amend
or waive certain terms and conditions set forth in the Indenture without the
consent of the Holders of the Notes issued thereunder.

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

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

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


                                     A-9-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
         Authorized Signatory


                                     A-9-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM          --       as tenants in common

         TEN ENT          --       as tenants by the entireties

         JT TEN           --       as joint tenants with right of survivorship
                                   and not as tenants in common

UNIF GIFT MIN ACT         --       __________ Custodian

                                   _______________________________________
                                    (Cust)                         (Minor)

                                   under Uniform Gifts to Minor Act

                                   __________________________
                                                                (State)

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


                                     A-9-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-9-8
<PAGE>

                                  EXHIBIT A-10

                             FORM OF CLASS M-6 NOTES

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

THE HOLDER OF THIS NOTE OR BENEFICIAL OWNER OF ANY INTEREST HEREIN WILL BE
DEEMED TO REPRESENT TO ONE OF THE REPRESENTATIONS CONTAINED IN SECTION 4.15 OF
THE INDENTURE.

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

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

THIS NOTE IS SUBORDINATE TO THE CLASS A NOTES, THE CLASS M-1 NOTES, THE CLASS
M-2 NOTES, THE CLASS M-3 NOTES, THE CLASS M-4 NOTES AND THE CLASS M-5 NOTES TO
THE EXTENT DESCRIBED IN THE INDENTURE REFERRED TO HEREIN.


                                     A-10-1
<PAGE>

                   NEW CENTURY HOME EQUITY LOAN TRUST, 2004-1
                        ASSET-BACKED NOTES, SERIES 2004-1
                                    CLASS M-6

AGGREGATE NOTE BALANCE:                              NOTE RATE: Variable
$____________________

INITIAL NOTE BALANCE OF THIS BOND:                   BOND NO. 1
$____________________

PERCENTAGE INTEREST: 100%                            CUSIP NO. [      ]

      New Century Home Equity Loan Trust 2004-1 (the "Issuer"), a Delaware
statutory trust, for value received, hereby promises to pay to Cede & Co. or
registered assigns, the principal sum of ($_________________) in monthly
installments on the twenty-fifth day of each month or, if such day is not a
Business Day, the next succeeding Business Day (each a "Payment Date"),
commencing in May 2004 and ending on or before the Payment Date occurring on the
Final Stated Maturity Date and to pay interest on the Note Balance of this Note
(this "Note") outstanding from time to time as provided below.

      This Note is one of a duly authorized issue of the Issuer's Asset-Backed
Notes, Series 2004-1 (the "Notes"), issued under an Indenture dated as of April
21, 2004 (the "Indenture"), between the Issuer and Deutsche Bank National Trust
Company, as indenture trustee (the "Indenture Trustee", which term includes any
successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights thereunder of the Issuer, the Indenture Trustee, and the
Holders of the Notes and the terms upon which the Notes are to be authenticated
and delivered. All terms used in this Note which are defined in the Indenture
shall have the meanings assigned to them in the Indenture.

      Payments of principal and interest on this Note will be made on each
Payment Date to the Noteholder of record as of the related Record Date. The
"Note Balance" of a Note as of any date of determination is equal to the initial
Note Balance thereof, reduced by the aggregate of all amounts previously paid
with respect to such Note on account of principal and the aggregate amount of
cumulative Realized Losses allocated to such Note on all prior Payment Dates.

      The principal of, and interest on, this Note are due and payable as
described in the Indenture, in such coin or currency of the United States of
America as at the time of payment is legal tender for payment of public and
private debts. All payments made by the Issuer with respect to this Note shall
be equal to this Note's pro rata share of the aggregate payments on all Class
M-6 Notes as described above, and shall be applied as between interest and
principal as provided in the Indenture.

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


                                     A-10-2
<PAGE>

      The Notes are subject to redemption in whole, but not in part, by the
Master Servicer on any Payment Date on or after the Payment Date on which the
aggregate Stated Principal Balance of the Mortgage Loans as of the end of the
prior Due Period is less than or equal to 10% of the aggregate Stated Principal
Balance of the Mortgage Loans as of Cut-off Date.

      The Issuer shall not be liable upon the indebtedness evidenced by the
Notes except to the extent of amounts available from the Trust Estate which
constitutes security for the payment of the Notes. The assets included in the
Trust Estate will be the sole source of payments on the Class M-6 Notes, and
each Holder hereof, by its acceptance of this Note, agrees that (i) such Note
will be limited in right of payment to amounts available from the Trust Estate
as provided in the Indenture and (ii) such Holder shall have no recourse to the
Issuer, the Owner Trustee, the Indenture Trustee, the Seller, NC Capital, the
Master Servicer or any of their respective affiliates, or to the assets of any
of the foregoing entities, except the assets of the Issuer pledged to secure the
Class M-6 Notes pursuant to the Indenture and the rights conveyed to the Issuer
under the Indenture.

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

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

      If an Event of Default as defined in the Indenture shall occur and be
continuing with respect to the Notes, the Notes may become or be declared due
and payable in the manner and with the effect provided in the Indenture. If any
such acceleration of maturity occurs prior to the payment of the entire unpaid
Note Balance of the Notes, the amount payable to the Holder of this Note will be
equal to the sum of the unpaid Note Balance of the Notes, together with accrued
and unpaid interest thereon as described in the Indenture. The Indenture
provides that, notwithstanding the acceleration of the maturity of the Notes,
under certain circumstances specified therein, all amounts collected as proceeds
of the Trust Estate securing the


                                     A-10-3
<PAGE>

Notes or otherwise shall continue to be applied to payments of principal of and
interest on the Notes as if they had not been declared due and payable.

      The failure to pay any Interest Carryforward Amount at any time when funds
are not available to make such payment as provided in the Indenture shall not
constitute an Event of Default under the Indenture.

      The Holder of this Note or Beneficial Owner of any interest herein is
deemed to represent that either (1) it is not acquiring this Note with Plan
Assets or (2) (A) the acquisition, holding and transfer of this Note will not
give rise to a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code as a result of the Issuer, the Seller, NC Capital, the
Depositor, the Underwriters, the Owner Trustee, the Indenture Trustee, the
Master Servicer, any other servicer, any administrator, any provider of credit
support, any owner of the Certificates, or any of their Affiliates being a
"Party in Interest" (within the meaning of ERISA) or Disqualified Person (within
the meaning of the Code) with respect to such Holder or Beneficial Owner that is
a Plan and (B) this Note is rated investment grade or better and such person
believes that this Note is properly treated as indebtedness without substantial
equity features for purposes of the DOL Regulations, and agrees to so treat this
Note. Alternatively, regardless of the rating of this Note, such person may
provide the Indenture Trustee and the Owner Trustee with an opinion of counsel,
which opinion of counsel will not be at the expense of the Issuer, the Seller,
NC Capital, any Underwriter, the Owner Trustee, the Indenture Trustee, the
Master Servicer or any successor servicer which opines that the acquisition,
holding and transfer of this Note or interest herein is permissible under
applicable law, will not constitute or result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code and will not subject the
Issuer, the Seller, NC Capital, the Depositor, any Underwriter, the Owner
Trustee, the Indenture Trustee, the Master Servicer or any successor servicer to
any obligation in addition to those undertaken in the Indenture.

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

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

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer and the Holders of a majority of all Notes at the time
outstanding. The


                                     A-10-4
<PAGE>

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

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

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

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


                                     A-10-5
<PAGE>

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

Dated: April __ 2004

                                         NEW CENTURY HOME EQUITY LOAN TRUST
                                         2004-1

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


                                         By:____________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

DEUTSCHE BANK NATIONAL TRUST COMPANY,
as Indenture Trustee


By:______________________________________
            Authorized Signatory


                                     A-10-6
<PAGE>

                                  ABBREVIATIONS

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

         TEN COM        --    as tenants in common

         TEN ENT        --    as tenants by the entireties

         JT TEN         --    as joint tenants with right of survivorship and
                              not as tenants in common

UNIF GIFT MIN ACT       --    __________ Custodian

                              ___________________________________
                                (Cust)                     (Minor)

                              under Uniform Gifts to Minor Act

                              _________________________
                                                                  (State)

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


                                     A-10-7
<PAGE>

                                   ASSIGNMENT

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

          PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
                                    ASSIGNEE:

                _______________________________________________

                _______________________________________________

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

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

Dated: __________________       __________________________________


Signature Guaranteed by __________________________________

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


                                     A-10-8
<PAGE>

                                    EXHIBIT B

                             MORTGAGE LOAN SCHEDULE

                                (Filed Manually)


                                       B-1
<PAGE>

                                   EXHIBIT C-1

                          FORM OF INITIAL CERTIFICATION

                                               April 21, 2004

New Century Home Equity Loan Trust 2004-1       New Century Mortgage Corporation
c/o Wilmington Trust Company                    18400 Von Karman
Rodney Square North                             Irvine, California 92612
1100 North Market Street
Wilmington, Delaware 19990-0001
Attention: Corporate Trust Administration

            Re:   Indenture dated as of April 21, 2004, between New Century Home
                  Equity Loan Trust 2004-1 and Deutsche Bank National Trust
                  Company

Ladies and Gentlemen:

            In accordance with Section 2.03(a) of the above-captioned Indenture
and Section 2.1(b)(i)-(v) of the Mortgage Loan Sale and Contribution Agreement,
dated as of April 21, 2004 (the "MLSCA"; and together with the Indenture, the
"Agreements"), among NC Residual II Corporation, NC Capital Corporation and New
Century Mortgage Securities, Inc., the undersigned, as Indenture Trustee, hereby
certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or any Mortgage Loan specifically
identified in the exception report annexed thereto as not being covered by such
certification) (i) all documents constituting part of such Mortgage File (other
than such documents described in Section 2.1(v) of the MLSCA) required to be
delivered to it pursuant to the Agreement are in its possession, (ii) such
documents have been reviewed by it and appear regular on their face and relate
to such Mortgage Loan and (iii) based on its examination and only as to the
foregoing, the information set forth in the Mortgage Loan Schedule that
corresponds to items (i), (iii), (xi), (xii), (xv) and (xvii) (solely as to the
Gross Margin) of the definition of "Mortgage Loan Schedule" accurately reflects
information set forth in the Mortgage File.

            The Indenture Trustee makes no representations as to: (i) the
validity, legality, sufficiency, enforceability or genuineness of any of the
documents contained in the Mortgage File of any of the Mortgage Loans identified
on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan, or (iii) whether any
Mortgage File included any of the documents specified in clause (v) of Section
2.1 of the MLSCA.


                                      C-1-1
<PAGE>

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Indenture.

                                            DEUTSCHE BANK NATIONAL TRUST
                                            COMPANY, as Indenture Trustee


                                            By:_________________________________
                                            Name:
                                            Title:


                                      C-1-2
<PAGE>

                                   EXHIBIT C-2

                           FORM OF FINAL CERTIFICATION

                                               _____________________, 200__

New Century Home Equity Loan Trust 2004-1       New Century Mortgage Corporation
c/o Wilmington Trust Company                    18400 Von Karman
Rodney Square North                             Irvine, California 92612
1100 North Market Street
Wilmington, Delaware 19990-0001
Attention: Corporate Trust Administration

            Re:   Indenture dated as of April 21, 2004, between New Century Home
                  Equity Loan Trust 2004-1 and Deutsche Bank National Trust
                  Company

Ladies and Gentlemen:

            In accordance with Section 2.03(b) of the above-captioned Indenture,
and Section 2.1(b) of the Mortgage Loan Sale and Contribution Agreement, dated
as of April 21, 2004, (the "MLSCA"; and together with the Indenture, the
"Agreements"), among NC Residual II Coporation, NC Capital Corporation and New
Century Mortgage Securities, Inc., the undersigned, as Indenture Trustee, hereby
certifies that as to each Mortgage Loan listed in the Mortgage Loan Schedule
(other than any Mortgage Loan paid in full or listed on the exception report
attached hereto) it has received the documents set forth in Section 2.1(b) of
the MLSCA.

            The Indenture Trustee has made no independent examination of any
documents contained in each Mortgage File beyond the review specifically
required in the Agreements. The Indenture Trustee makes no representation that
any documents specified in clause (v) of Section 2.1(b) should be included in
any Mortgage File.

            The Indenture Trustee makes no representations as to and shall not
be responsible to verify: (i) the validity, legality, sufficiency,
enforceability, due authorization, recordability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability, insurability,
effectiveness or suitability of any such Mortgage Loan or (iii) the existence of
any assumption, modification, written assurance or substitution agreement with
respect to any Mortgage File if no such documents appear in the Mortgage File
delivered to the Indenture Trustee.


                                      C-2-1
<PAGE>

            Capitalized words and phrases used herein shall have the respective
meanings assigned to them in the above-captioned Indenture.

                                             DEUTSCHE BANK NATIONAL TRUST
                                             COMPANY, as Indenture Trustee


                                             By:________________________________
                                             Name:
                                             Title:


                                      C-2-2
<PAGE>

                                    EXHIBIT D

                                  CAP CONTRACTS

                             (Provided Upon Request)


                                       D-1