Exhibit 4.3

                                                                 EXECUTION COPY



                                   INDENTURE




                                     among




                      HSBC HOME EQUITY LOAN TRUST 2005-3
                                   as Issuer


                                      and



                        U.S. BANK NATIONAL ASSOCIATION
                             as Indenture Trustee


                                      and



                     CHASE BANK USA, NATIONAL ASSOCIATION
                               as Owner Trustee


                                      and



                     HSBC BANK USA, NATIONAL ASSOCIATION,
                               as Administrator



                            Dated November 9, 2005




                      HSBC HOME EQUITY LOAN TRUST 2005-3
                Closed-End Home Equity Loan Asset Backed Notes,
                                 Series 2005-3

<PAGE>



<TABLE>
<CAPTION>
                                                  Table of Contents
                                                                                                         Page

                                                      ARTICLE I
                                                     DEFINITIONS

<S>             <C>                                                                                       <C>
SECTION 1.1     Definitions.................................................................................2
SECTION 1.2     Incorporation by Reference of Trust Indenture Act...........................................9
SECTION 1.3     Rules of Construction......................................................................10

                                                     ARTICLE II
                                                      THE NOTES

SECTION 2.1     Form.......................................................................................11
SECTION 2.2     Execution, Authentication, Delivery and Dating.............................................11
SECTION 2.3     Registration; Registration of Transfer and Exchange........................................12
SECTION 2.4     Mutilated, Destroyed, Lost or Stolen Notes.................................................13
SECTION 2.5     Persons Deemed Owner.......................................................................13
SECTION 2.6     Payment of Principal and Interest..........................................................14
SECTION 2.7     Cancellation...............................................................................14
SECTION 2.8     [Reserved].................................................................................14
SECTION 2.9     Release of Trust Estate....................................................................15
SECTION 2.10    Book-Entry Notes...........................................................................15
SECTION 2.11    Notices to Clearing Agency.................................................................16
SECTION 2.12    Definitive Notes...........................................................................16
SECTION 2.13    Tax Treatment..............................................................................16
SECTION 2.14    ERISA Representation.......................................................................16

                                                     ARTICLE III
                                                      COVENANTS

SECTION 3.1     Payment of Principal and Interest..........................................................18
SECTION 3.2     Maintenance of Office or Agency............................................................18
SECTION 3.3     Money for Payments To Be Held in Trust.....................................................18
SECTION 3.4     Existence..................................................................................19
SECTION 3.5     Protection of Trust Estate.................................................................20
SECTION 3.6     Annual Opinions as to the Trust Estate.....................................................20
SECTION 3.7     Performance of Obligations; Servicing of Home Equity Loans.................................21
SECTION 3.8     Negative Covenants.........................................................................22
SECTION 3.9     Annual Statement as to Compliance..........................................................23
SECTION 3.10    Covenants of the Issuer....................................................................24
SECTION 3.11    Master Servicer's Obligations..............................................................24
SECTION 3.12    Restricted Payments........................................................................24
SECTION 3.13    Treatment of Notes as Debt for All Purposes................................................24
SECTION 3.14    Notice of Events of Default................................................................24
SECTION 3.15    Further Instruments and Acts...............................................................24

                                                          i
<PAGE>

SECTION 3.16    Issuer May Consolidate, etc................................................................25
SECTION 3.17    Successor or Transferee....................................................................26
SECTION 3.18    No Other Business..........................................................................27
SECTION 3.19    No Borrowing...............................................................................27
SECTION 3.20    Guarantees, Loans, Advances and Other Liabilities..........................................27
SECTION 3.21    Capital Expenditures.......................................................................27
SECTION 3.22    Representations and Warranties of the Issuer...............................................27

                                                     ARTICLE IV
                                             SATISFACTION AND DISCHARGE

SECTION 4.1     Satisfaction and Discharge of Indenture....................................................28
SECTION 4.2     Application of Trust Money.................................................................29
SECTION 4.3     [Reserved].................................................................................29
SECTION 4.4     Repayment of Moneys Held by Paying Agent...................................................30

                                                      ARTICLE V
                                                      REMEDIES

SECTION 5.1     Events of Default..........................................................................32
SECTION 5.2     Acceleration of Maturity; Rescission and Annulment.........................................33
SECTION 5.3     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..................34
SECTION 5.4     Remedies; Priorities.......................................................................36
SECTION 5.5     Optional Preservation of the Trust Estate..................................................37
SECTION 5.6     Limitation of Suits........................................................................38
SECTION 5.7     Unconditional Rights of Noteholders To Receive Principal and Interest......................38
SECTION 5.8     Restoration of Rights and Remedies.........................................................38
SECTION 5.9     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....................................................................40
SECTION 5.13    Undertaking for Costs......................................................................40
SECTION 5.14    Waiver of Stay or Extension Laws...........................................................40
SECTION 5.15    Action on Notes............................................................................40
SECTION 5.16    Performance and Enforcement of Certain Obligations.........................................41

                                                     ARTICLE VI
                                     THE INDENTURE TRUSTEE AND THE ADMINISTRATOR

SECTION 6.1     Duties of Indenture Trustee................................................................42
SECTION 6.2     Rights of Indenture Trustee................................................................43
SECTION 6.3     Individual Rights of Indenture Trustee.....................................................45
SECTION 6.4     Indenture Trustee's Disclaimer.............................................................45
SECTION 6.5     Notice of Defaults.........................................................................45

                                                         ii
<PAGE>


SECTION 6.6     Provision of Information...................................................................45
SECTION 6.7     Compensation and Indemnity.................................................................46
SECTION 6.8     Replacement of Indenture Trustee...........................................................46
SECTION 6.9     Successor Indenture Trustee by Merger......................................................47
SECTION 6.10    Appointment of Co-Indenture Trustee or Separate Indenture Trustee..........................47
SECTION 6.11    Eligibility; Disqualification..............................................................49
SECTION 6.12    Preferential Collection of Claims Against Issuer...........................................49
SECTION 6.13    Representations and Warranties.............................................................49
SECTION 6.14    Directions to Indenture Trustee............................................................49
SECTION 6.15    Duties, Liabilities and Limitations on Liability of Administrator..........................50
SECTION 6.16    Administrator Compensation and Indemnification.............................................50
SECTION 6.17    Replacement of Administrator...............................................................50
SECTION 6.18    Successor Administrator by Merger..........................................................50

                                                     ARTICLE VII
                                           NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1     Issuer To  Furnish  Indenture  Trustee  and  Administrator  Names and  Addresses  of
                Noteholders................................................................................51
SECTION 7.2     Preservation of Information; Communications to Noteholders.................................51
SECTION 7.3     Reports by Issuer..........................................................................51
SECTION 7.4     Reports by Indenture Trustee...............................................................52

                                                    ARTICLE VIII
                                        ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1     Collection of Money........................................................................53
SECTION 8.2     Accounts; Distributions....................................................................53
SECTION 8.3     [Reserved].................................................................................54
SECTION 8.4     Monthly Payment Statements.................................................................54
SECTION 8.5     [Reserved].................................................................................54
SECTION 8.6     Opinion of Counsel.........................................................................54

                                                     ARTICLE IX
                                               SUPPLEMENTAL INDENTURES

SECTION 9.1     Supplemental Indentures without Consent of Noteholders.....................................55
SECTION 9.2     Supplemental Indentures with Consent of Noteholders........................................56
SECTION 9.3     Execution of Supplemental Indentures.......................................................57
SECTION 9.4     Effect of Supplemental Indenture...........................................................57
SECTION 9.5     Conformity with Trust Indenture Act........................................................58
SECTION 9.6     Reference in Notes to Supplemental Indentures..............................................58


                                                      ARTICLE X
                                                TERMINATION OF TRUST

                                                         iii
<PAGE>


SECTION 10.1    Early Termination..........................................................................59
SECTION 10.2    Mandatory Redemption.......................................................................59

                                                     ARTICLE XI
                                                    MISCELLANEOUS

SECTION 11.1    Compliance Certificates and Opinions, etc..................................................62
SECTION 11.2    Form of Documents Delivered to Indenture Trustee...........................................63
SECTION 11.3    Acts of Noteholders........................................................................64
SECTION 11.4    Notices....................................................................................65
SECTION 11.5    Notices to Noteholders; Waiver.............................................................65
SECTION 11.6    [Reserved].................................................................................66
SECTION 11.7    Conflict with Trust Indenture Act..........................................................66
SECTION 11.8    Effect of Headings and Table of Contents...................................................67
SECTION 11.9    Successors and Assigns.....................................................................67
SECTION 11.10   Separability...............................................................................67
SECTION 11.11   Benefits of Indenture......................................................................67
SECTION 11.12   Legal Holidays.............................................................................67
SECTION 11.13   Governing Law..............................................................................67
SECTION 11.14   Counterparts...............................................................................67
SECTION 11.15   Recording of Indenture.....................................................................67
SECTION 11.16   Trust Obligation...........................................................................68
SECTION 11.17   No Petition................................................................................68
SECTION 11.18   Inspection.................................................................................68
SECTION 11.19   Inconsistencies with the Sale and Servicing Agreement......................................68
SECTION 11.20   Third-Party Beneficiaries..................................................................69
SECTION 11.21   Limited Recourse...........................................................................69
SECTION 11.22   Limitation on Voting of Preferred Stock....................................................69
SECTION 11.23   Limitation of Liability....................................................................70
SECTION 11.24   [Reserved].................................................................................70
SECTION 11.25   Entire Agreement...........................................................................70


                                                          iv
</TABLE>
<PAGE>


EXHIBITS
--------


SCHEDULE A    -    Perfection Representations, Warranties and Covenants
SCHEDULE B    -    Home Equity Loan Schedule
EXHIBIT A     -    Form of Notes



                                       v
<PAGE>


         INDENTURE dated November 9, 2005 among HSBC HOME EQUITY LOAN TRUST
2005-3, a Delaware statutory trust (the "Issuer"), U.S. BANK NATIONAL
ASSOCIATION, a national banking association, as trustee and not in its
individual capacity (the "Indenture Trustee"), CHASE BANK USA, NATIONAL
ASSOCIATION, a national banking association, as owner trustee under the Trust
Agreement defined herein (the "Owner Trustee"), and HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association, as administrator (the
"Administrator").

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the holders of the Issuer's Closed-End
Home Equity Loan Asset-Backed Notes, Series 2005-3 (the "Notes"):

                                GRANTING CLAUSE

         Subject to the terms of this Indenture, the Issuer and the Owner
Trustee each hereby Grants to the Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Noteholders, all of its right, title
and interest in and to: (i) the Trust Estate; (ii) the Sale and Servicing
Agreement (including the right of the Issuer to cause the Depositor or the
Master Servicer to repurchase Home Equity Loans from the Issuer under certain
circumstances described therein); (iii) the Transfer Agreement; (iv) all
present and future claims, demands, causes of action and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks,
deposit accounts, insurance proceeds, condemnation awards, rights to payment
of any and every kind and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing; (v) all other property
of the Trust from time to time; and (vi) any and all proceeds of the foregoing
(collectively the "Collateral").

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

         The Indenture Trustee, as Indenture Trustee on behalf of the holders
of the Notes, acknowledges the foregoing Grants, accepts the trusts hereunder
in good faith and without notice of any adverse claim or liens and agrees to
perform its duties required in this Indenture to the best of its ability to
the end that the interests of the holders of the Notes may be adequately and
effectively protected. The Indenture Trustee further agrees and acknowledges
that each item of Collateral that is physically delivered to the Indenture
Trustee will be held by the Indenture Trustee in Minnesota.

<PAGE>

                                   ARTICLE I

                                  DEFINITIONS

         SECTION 1.1 Definitions.

         (a) 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 Sale and Servicing Agreement. All other capitalized terms used herein
shall have the meanings specified herein.

         "Accrual Period" shall have the meaning assigned thereto in the Sale
and Servicing Agreement.

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

         "Action" has the meaning specified in Section 6.15(e).

         "Administrator" means HSBC Bank USA, National Association, a national
banking association, as Administrator under this Indenture and the other
Transaction Documents to which it is a party, or any successor Administrator
hereunder and thereunder.

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

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

         "Book-Entry Note" means any Note registered in the name of the
Depository or its nominee, ownership of which is reflected on the books of the
Depository or on the books of a Person maintaining an account with such
Depository (directly or as an indirect participant in accordance with the
rules of such Depository).

         "Business Day" has the meaning assigned thereto in the Sale and
Servicing Agreement.

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


                                      2
<PAGE>

         "Class A-1 Note" means any Closed-End Home Equity Loan Asset Backed
Notes, Series 2005-3, Class A-1, issued and executed by the Issuer and
authenticated by the Administrator substantially in the form of Exhibit A
hereto.

         "Class A-2 Note" means any Closed-End Home Equity Loan Asset Backed
Notes, Series 2005-3, Class A-2, issued and executed by the Issuer and
authenticated by the Administrator substantially in the form of Exhibit A
hereto.

         "Class M-1 Note" means any Closed-End Home Equity Loan Asset Backed
Notes, Series 2005-3, Class M-1, issued and executed by the Issuer and
authenticated by the Administrator substantially in the form of Exhibit A
hereto.

         "Class M-2 Note" means any Closed-End Home Equity Loan Asset Backed
Notes, Series 2005-3, Class M-2, issued and executed by the Issuer and
authenticated by the Administrator substantially in the form of Exhibit A
hereto.

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

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

         "Closing Date" means November 9, 2005.

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

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

         "Collection Account" means the Collection Account (as defined in the
Sale and Servicing Agreement) established by the Administrator.

         "Commission" shall mean the Securities and Exchange Commission.

         "Corporate Trust Office" means (i) with respect to the Indenture
Trustee, the principal office of the Indenture Trustee at which at any
particular time its corporate trust business shall be administered, which
office at date of execution of this Indenture is located at U.S. Bank National
Association, 209 South LaSalle Street, Suite 300, Chicago, Illinois 60604,
Attention: Structured Finance, Reference: HSBC Home Equity Loan Trust 2005-3
(facsimile number (312) 325-8905), and (ii) with respect to the Administrator,
the office of the Administrator at which at any particular time its corporate
trust business shall be administered, which office at date of execution of
this Indenture is located at HSBC Bank USA, National Association, 452 Fifth
Avenue, New York, New York 10018, Attention: Corporate Trust, Reference - HSBC
Home Equity Loan Trust 2005-3 (facsimile number (212) 525-1300), or in either
case at such other address as the Indenture Trustee or the Administrator, as
applicable, may designate from time to



                                      3
<PAGE>

time by notice to the Noteholders and the other parties hereto or the principal
corporate trust office of any successor Indenture Trustee or Administrator, as
the case may be, at the address designated by such successor by notice to the
Noteholders and the other parties hereto.

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

         "Definitive Notes" has the meaning specified in Article II.

         "Depositor" shall mean HSBC Home Equity Loan Corporation I, a
Delaware corporation, in its capacity as depositor under the Sale and
Servicing Agreement, and its successor in interest.

         "Depository Institution" means any depository institution or trust
company, including the Administrator, (i) that has short-term debt obligations
and long-term debt obligations at the time of any deposit therein and
throughout the time the interest is maintained that are rated at least "A-1"
by Standard & Poor's and "Baa3" by Moody's, respectively, (ii) the deposits of
which are fully insured to the maximum extent provided by either the BIF or
the SAIF and (iii) that is any of (a) a federal savings and loan association
duly organized, validly existing and in good standing under the applicable
banking laws of any state, (b) an institution duly organized, validly existing
and in good standing under the applicable banking laws of any state, (c) a
national banking association duly organized, validly existing and in good
standing under the federal banking laws or (d) a principal subsidiary of a
bank holding company. Such Depository Institution shall have (x) a segregated
trust account maintained with the corporate trust department of a federal or
state chartered depository or trust company, having capital and surplus of not
less than $50,000,000, acting in its fiduciary capacity or (y) an account
otherwise acceptable to each Rating Agency as evidenced by a letter from such
Rating Agency to each of the Owner Trustee, the Indenture Trustee and the
Administrator, without reduction or withdrawal of either of its then current
ratings of the Notes.

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

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

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

         "Final Scheduled Payment Date" means, with respect to any Note, the
Payment Date occurring in January 2035.

         "Fitch" shall mean Fitch, Inc., or any successor thereto.

         "Grant" means to mortgage, pledge, bargain, warrant, alienate,
remise, release, convey, assign, transfer, create, and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and
confirm pursuant to this Indenture. A Grant of the Collateral with

                                       4
<PAGE>

respect to any other agreement or instrument shall include all rights, powers
and options (but none of the obligations) of the granting party thereunder,
including the immediate and continuing right to claim for, collect, receive and
give receipt for principal and interest payments in respect of the Collateral
and all other moneys payable thereunder, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the granting party or otherwise,
and generally to do and receive anything that the granting party is or may be
entitled to do or receive thereunder or with respect thereto.

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

         "Home Equity Loan Schedule" means the listing of the Home Equity
Loans set forth in Schedule B, as supplemented as of any date on which a
Defective Home Equity Loan has been repurchased from the Trust or substituted
with an Eligible Substitute Home Equity Loan pursuant to the Sale and
Servicing Agreement.

         "Indenture Trustee" means U.S. Bank National Association, a national
banking association, as Indenture Trustee under this Indenture, or any
successor Indenture Trustee appointed pursuant to the terms of this Indenture.

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

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

         "Issuer" means HSBC Home Equity Loan Trust 2005-3 until a successor
replaces it in accordance with the terms of the Transaction Documents and,
thereafter, means the successor.

         "Issuer Order" and "Issuer Request" mean a written order or request
signed in the name of the Issuer by any one of its Authorized Officers and
delivered to the Indenture Trustee and/or the Administrator, as the case may
be.

         "LIBOR" shall have the meaning assigned thereto in the Sale and
Servicing Agreement.

                                       5
<PAGE>

         "LIBOR Business Day" shall have the meaning assigned thereto in the
Sale and Servicing Agreement.

         "Lien" shall mean any lien, pledge, encumbrance or security interest
on or in any particular asset or property.

         "Majority Noteholder" shall mean the Holder or Holders of Notes
representing at least 51% of the Outstanding Amount.

         "Mandatory Redemption Price" as of any date of determination shall
mean an amount equal to the sum of (i) the Outstanding Amount of the Notes,
(ii) one month's interest on the Notes at their respective Note Rates, (iii)
any unpaid Interest Carry Forward Amounts, together with interest accrued
thereon at the respective Note Rates, and (iv) any unpaid Supplemental
Interest Amounts, together with interest accrued thereon at the respective
Formula Rates.

          "Master Servicer" shall mean HSBC Finance Corporation, in its
capacity as master servicer under the Sale and Servicing Agreement, or any
Successor Master Servicer appointed in accordance with the terms of the Sale
and Servicing Agreement.

         "Moody's" shall mean Moody's Investors Service, Inc., or any successor
thereto.

         "Note" means any Class A-1 Note, Class A-2 Note, Class M-1 or Class
M-2 Note.

         "Note Depository Agreement" means the agreement dated November 9,
2005, among the Issuer and The Depository Trust Company, as the initial
Clearing Agency, relating to the Book-Entry Notes.

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

         "Note Rate" with respect to the Class A-1, Class A-2, Class M-1 or
Class M-2 Notes shall have the meaning assigned thereto in the Sale and
Servicing Agreement.

          "Note Register" and "Note Registrar" have the respective meanings
specified in Article II.

         "Noteholder" means a Holder of a Note. Any reference to a "Class A-1
Noteholder", a "Class A-2 Noteholder", a "Class M-1 Noteholder" or a "Class
M-2 Noteholder" means a Holder of a Class A-1, Class A-2, Class M-1 or Class
M-2 Note, respectively.

          "Obligations" shall mean the Home Equity Loans.

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements


                                       6
<PAGE>

of Section 11.1 herein, and delivered to the Indenture Trustee and/or the
Administrator, as the case may be. Unless otherwise specified, any reference in
this Indenture to an Officer's Certificate shall be to an Officer's Certificate
of any Authorized Officer of the Issuer.

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

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

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

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

                  (iii) Notes in exchange for or in lieu of which other Notes
         have been authenticated and delivered pursuant to this Indenture
         unless proof satisfactory to the Administrator is presented that any
         such Notes are held by a bona fide purchaser; and

                  (iv) Notes for which the Final Scheduled Payment Date has
         occurred;

provided, however, in determining whether the Holders of the requisite
Outstanding Amount of the Notes have given any request, demand, authorization,
direction, notice, consent, or waiver hereunder or under any Transaction
Document, Notes owned by the Issuer, any other obligor upon the Notes, the
Depositor, the Transferor or any Affiliate of any of the foregoing Persons
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Indenture Trustee and/or the Administrator shall be
protected in relying upon any such request, demand, authorization, direction,
notice, consent, or waiver, only Notes that the Indenture Trustee or the
Administrator, as the case may be, knows to be so owned shall be so
disregarded. Notes so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Indenture Trustee or the Administrator, as the case may be, the pledgee's
right so to act with respect to such Notes and that the pledgee is not the
Issuer, any other obligor upon the Notes, the Transferor or any Affiliate of
any of the foregoing Persons.

         "Outstanding Amount" means the aggregate principal amount of all
Notes Outstanding at the date of determination.

                                       7
<PAGE>

         "Owner Trustee" means Chase Bank USA, National Association, not in
its individual capacity but solely as Owner Trustee under the Trust Agreement,
its successors in interest and any successor Owner Trustee under the Trust
Agreement.

         "Ownership Interest" shall have the meaning assigned thereto in the
Sale and Servicing Agreement.

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

         "Payment Date" shall mean the twentieth day of each month or, if such
day is not a Business Day, then the next Business Day, beginning in November
2005.

         "Perfection Representations" shall mean the representations contained
in Schedule A hereto.

         "Person" means any individual, corporation, estate, partnership,
joint venture, association, joint stock company, trust (including any
beneficiary thereof), unincorporated organization, limited liability company,
limited liability partnership, government or any agency or political
subdivision thereof, or any other entity.

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

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

         "Rating Agency" means any of (i) Fitch, (ii) Moody's and (iii)
Standard & Poor's. If no such organization or successor is any longer in
existence, "Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable person designated by the Depositor, notice of
which designation shall have been given to the Indenture Trustee and the
Administrator.

         "Rating Agency Condition" means, with respect to certain actions
requiring prior Rating Agency consent, that each Rating Agency shall have been
given 10 days (or such shorter period as is acceptable to each Rating Agency)
prior notice thereof and that each of the Rating Agencies shall have notified
the Transferor and the Master Servicer that such action will not result in a
reduction or withdrawal of such Rating Agency's then current ratings of the
Notes.

         "Record Date" shall have the meaning assigned thereto in the Sale and
Servicing Agreement.

                                       8
<PAGE>

         "Redemption Date" means, in the case of a redemption of the Notes
pursuant to Section 10.1 or 10.2, the Payment Date specified by the
Administrator pursuant to Section 10.1 or 10.2, as applicable.

         "Registered Holder" means the Person in whose name a Note is
registered on the Note Register on the applicable Record Date.

         "Responsible Officer" shall have the meaning assigned thereto in the
Sale and Servicing Agreement.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of November 9, 2005, among the Issuer, the Depositor, the Master
Servicer, the Indenture Trustee and the Administrator.

         "Securities Act" means the Securities Act of 1933, as amended.

         "Standard & Poor's" means Standard & Poor's Ratings Services, a
division of The McGraw-Hill Companies, Inc., or any successor thereto.

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

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

         "Transaction Documents" has the meaning set forth in the Sale and
Servicing Agreement.

         "Transferor" shall have the meaning assigned thereto in the Sale and
Servicing Agreement.

         "Trust" means the Issuer.

         "Trust Agreement" shall mean the amended and restated trust agreement
dated November 9, 2005 among the Depositor, HSBC Finance Corporation, the
Owner Trustee and the Administrator, as the same may be amended, supplemented
or otherwise modified from time to time.

         "Trust Estate" shall mean the assets transferred and assigned to the
Trust pursuant to the Sale and Servicing Agreement, the Transfer Agreement and
the Trust Agreement and pledged to the Indenture Trustee pursuant to this
Indenture, consisting of: (i) each Home Equity Loan and each Eligible
Substitute Home Equity Loan and its related Mortgage Note and other Mortgage
File documents for each Home Equity Loan and each Eligible Substitute Home
Equity Loan, including such Home Equity Loan's, and each such Eligible
Substitute Home Equity Loan's, Principal Balance and all collections in
respect thereof received after the Cut-Off Date or Subsequent Cut-Off Date, as
applicable; (ii) property that secured each Home Equity Loan and each Eligible
Substitute Home Equity Loan that has become REO; (iii) the interest of the
Depositor in certain hazard insurance policies maintained by the Mortgagors or
the Master

                                       9
<PAGE>


Servicer in respect of each Home Equity Loan and each Eligible Substitute Home
Equity Loan transferred by the Depositor; (iv) the Collection Account and all
amounts on deposit in the Collection Account (exclusive of net earnings
thereon); (v) one share of Preferred Stock of the Depositor; (vi) the Trust's
rights under the Sale and Servicing Agreement; (vii) any proceeds of any of the
foregoing and (viii) all other assets included or to be included in the Trust
for the benefit of Noteholders.

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

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

         SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "Commission" means the Securities and Exchange Commission.

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

         "indenture trustee" or "institutional trustee" means the 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 in the
TIA, defined by TIA reference to another statute or defined by Commission rule
have the meaning assigned to them by such definitions.

         SECTION 1.3 Rules of Construction.

                  Unless the context otherwise requires:

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

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

                  (iii) "or" is not exclusive;

                  (iv) "including" means including without limitation;

                                      10
<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 (as provided in such
         agreements) 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.


                                      11
<PAGE>

                                  ARTICLE II

                                   THE NOTES

         SECTION 2.1 Form. The Notes shall be designated as the "HSBC Home
Equity Loan Trust 2005-3, Closed-End Home Equity Loan Asset Backed Notes,
Series 2005-3." Each Note shall be in substantially the form set forth in
Exhibit A with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and which do not
affect the rights, duties or obligations of the Administrator without the
consent of the Administrator, and may have such letters, numbers or other marks
of identification and such legends or endorsements placed thereon as may,
consistent herewith, be determined by the officers executing such Notes, as
evidenced by their execution thereof. Any portion of the text of any Note may
be set forth on the reverse thereof, with an appropriate reference thereto on
the face of the Note.

         The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods, all as determined by
the officers executing such Notes, as evidenced by their execution of such
Notes.

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

         SECTION 2.2 Execution, Authentication, Delivery and Dating. The Notes
shall be executed on behalf of the Issuer by an Authorized Officer of the
Issuer. 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 Administrator shall, upon receipt of an Issuer Order,
authenticate and deliver the Class A-1 Notes for original issue in the
principal amount equal to $472,350,000, the Class A-2 Notes for original issue
in the principal amount equal to $118,000,000, the Class M-1 Notes for
original issue in the principal amount equal to $102,450,000, and the Class
M-2 Notes for original issue in the principal amount equal to $82,950,000. The
Administrator need not receive an Opinion of Counsel, Officer's Certificate or
any document authorizing or directing the authentication of the Notes other
than the Issuer Order identified in the immediately preceding sentence. The
aggregate principal amount of the Class A-1, Class A-2, Class M-1 and Class
M-2 Notes outstanding at any time may not exceed such amounts.

          The Notes that are authenticated and delivered by the Administrator
to or upon the order of the Issuer on the Closing Date shall be dated November
9, 2005. All other Notes that are authenticated after the Closing Date for any
other purpose under the Indenture shall be dated the date of their
authentication. The Notes shall be issuable as registered Notes in the minimum
denomination of $25,000 and multiples of $1,000 in excess thereof.

                                      12
<PAGE>

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

         SECTION 2.3 Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Administrator initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of the Note Registrar.

         If a Person other than the Administrator is appointed by the Issuer
as Note Registrar, the Issuer will give the Indenture Trustee and the
Administrator prompt written notice of the appointment of such Note Registrar
and of the location, and any change in the location, of the Note Register. The
Indenture Trustee and, if it is no longer serving as Note Registrar hereunder,
the Administrator, shall have the right to inspect the Note Register at all
reasonable times and to obtain copies thereof, and the Indenture Trustee and
the Administrator shall have the right to rely upon a certificate executed on
behalf of the Note Registrar by an Executive Officer thereof as to the names
and addresses of the Holders of the Notes and the principal amounts and number
of such Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2 hereof,
the Owner Trustee on behalf of the Issuer shall execute, and the Administrator
shall authenticate and the Noteholder shall obtain from the Administrator, in
the name of the designated transferee or transferees, one or more new Notes in
any authorized denominations, of a like aggregate principal amount.

         At the option of the Holder, Notes may be exchanged for other Notes
in any authorized denominations, of a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Issuer shall execute, and the
Administrator shall authenticate and the Noteholder shall obtain from the
Administrator, the Notes which the Noteholder making the exchange is entitled
to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Note Registrar duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar, which requirements include membership or
participation in


                                      13
<PAGE>

the Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the Exchange
Act.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.4 or Section 9.6 hereof not involving any
transfer.

         SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Administrator or the Note Registrar, or
the Administrator or the Note Registrar receives evidence to its respective
satisfaction of the destruction, loss or theft of any Note, and (ii) there is
delivered to the Note Registrar and the Administrator such security or
indemnity as may be reasonably required by such party to hold the Issuer, the
Administrator and the Note Registrar harmless, then, in the absence of notice
to the Issuer, the Note Registrar or the Administrator that such Note has been
acquired by a bona fide purchaser, an Authorized Officer of the Issuer shall
execute, and upon its request the Administrator shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note; provided, however, that if any such destroyed, lost
or stolen Note, but not a mutilated Note, shall have become or within seven
days shall be due and payable, or shall have been called for redemption,
instead of issuing a replacement Note, the Issuer may pay such destroyed, lost
or stolen Note when so due or payable or upon the Redemption Date without
surrender thereof. If, after the delivery of such replacement Note or payment
of a destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer, the Administrator and the Note Registrar shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered or any assignee of such Person, except a
bona fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Administrator in connection therewith.

         Upon the issuance of any replacement Note under this Section 2.4, 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 Administrator) connected therewith.

         Every replacement Note issued pursuant to this Section 2.4 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.

                                      14
<PAGE>

         The provisions of this Section 2.4 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.5 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, the
Administrator, the Note Registrar and any agent of the Issuer, the Indenture
Trustee, the Administrator or the Note Registrar 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
on, if any, such Note and for all other purposes whatsoever, whether or not
such Note be overdue, and none of the Issuer, the Indenture Trustee, the
Administrator, the Note Registrar or any agent of any of them shall be affected
by notice to the contrary.

         SECTION 2.6 Payment of Principal and Interest.

         (a) Each Note shall accrue interest at the related Note Rate and such
interest shall be payable on each Payment Date as specified in Exhibit A
hereto, subject to Section 3.1 hereof. 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 be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the
Record Date in the manner set forth in Section 5.01(c) of the Sale and
Servicing Agreement.

         (b) The principal of each Note shall be payable in installments on
each Payment Date as provided in the forms of the Notes set forth in Exhibit A
hereto. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable, if not previously paid, on the earliest of
(i) the Final Scheduled Payment Date, (ii) the Redemption Date or (iii) the
date on which an Event of Default shall have occurred and be continuing, if the
Indenture Trustee or the Holders of Notes representing not less than 66-2/3% of
the Outstanding Amount of the Notes have declared the Notes to be immediately
due and payable in the manner provided in Section 5.2 hereof. All principal
payments on the Notes shall be in the manner set forth in the Sale and
Servicing Agreement. Upon receiving notice from the Issuer, the Administrator
shall notify the Person in whose name a Note is registered at the close of
business on the Record Date preceding the Payment Date on which the Issuer
expects that the final installment of principal of and interest on such Note
will be paid. Such notice shall be mailed or transmitted by facsimile prior to
such final Payment Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 8.01 of the Sale and Servicing Agreement.

         SECTION 2.7 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Administrator, be delivered to the Note Registrar and
shall be promptly canceled by the Note Registrar. The Issuer may at any time
deliver to the Note Registrar with a written instruction for cancellation any
Notes previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the Note

                                      15
<PAGE>

Registrar. No Notes shall be authenticated in lieu of or in exchange for any
Notes canceled as provided in this Section, except as expressly permitted by
this Indenture. All canceled Notes may be held or disposed of by the Note
Registrar in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be destroyed or returned to it; provided, that such Issuer Order is timely
provided to the Note Registrar and the Notes have not been previously disposed
of by the Note Registrar.

         SECTION 2.8 [Reserved].

         SECTION 2.9 Release of Trust Estate.

         (a) Except as otherwise provided in subsections (b) and (c) of this
Section 2.9 and Section 11.1 hereof and the terms of the Transaction Documents,
the Indenture Trustee shall release property from the lien of this Indenture
only upon receipt of an Issuer Request accompanied by an Officer's Certificate,
an Opinion of Counsel and Independent Certificates in accordance with TIA
Sections 314(c) and 314(d)(l) or an Opinion of Counsel in lieu of such
Independent Certificates to the effect that the TIA does not require any such
Independent Certificates.

         (b) The Master Servicer, on behalf of the Issuer, shall be entitled to
obtain a release from the lien of this Indenture for any Home Equity Loan and
the related Mortgaged Property at any time in accordance with the provisions of
Section 3.08 of the Sale and Servicing Agreement.

         (c) The Indenture Trustee shall, if requested by the Master Servicer,
temporarily release to the Master Servicer any Mortgage File pursuant to the
provisions of Section 3.08 of the Sale and Servicing Agreement upon compliance
by the Master Servicer of the provisions thereof provided that such Mortgage
File shall have been stamped to signify the Issuer's pledge to the Indenture
Trustee under the Indenture.

         SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes,
to be delivered to The Depository Trust Company, the initial Clearing Agency or
its custodian, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Note Owner thereof will receive
a definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.12 below. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to such Note Owners
pursuant to Section 2.12 below:

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

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


                                      16
<PAGE>

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

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

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

         SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.12, the Indenture Trustee or the Administrator, as the case may be,
shall give all such notices and communications specified herein to be given to
Holders of the Notes, to the Clearing Agency, and shall have no obligation to
such Note Owners.

         SECTION 2.12 Definitive Notes. If (i) the Clearing Agency or the
Depositor advises the Indenture Trustee or the Administrator in writing that
the Clearing Agency is no longer willing, qualified or able to properly
discharge its responsibilities with respect to the Book-Entry Notes and none of
the Clearing Agency, the Depositor, the Issuer or the Indenture Trustee is able
to locate a qualified successor, (ii) the Depositor at its option advises the
Indenture Trustee and the Administrator in writing that it elects to initiate
the termination of the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default, Owners of the Book-Entry Notes
representing beneficial interests aggregating at least 51% of the Outstanding
Amount of such Notes advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Note Owners, then the Clearing Agency shall notify
all Note Owners, the Indenture Trustee and the Administrator of the occurrence
of such event and of the availability of Definitive Notes to Note Owners
requesting the same. Upon surrender to the Administrator of the typewritten
Notes representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Administrator shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar, the Indenture Trustee
or the Administrator shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such

                                      17
<PAGE>


instructions. Upon the issuance of Definitive Notes, the Indenture Trustee, the
Administrator and the Note Registrar shall recognize the Holders of the
Definitive Notes as Noteholders.

         SECTION 2.13 Tax Treatment. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for all tax
purposes, the Notes will qualify as indebtedness secured by the Trust Estate.
The Issuer, by entering into this Indenture, and each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of an interest in
the applicable Book-Entry Note), agree to treat the Notes for all purposes as
indebtedness of the Issuer.

         SECTION 2.14 ERISA Representation. Each Person that acquires a Note
shall be required to represent, or in the case of a Book-Entry Note, will be
deemed to represent by its acceptance of the Note, that (i) it is not, and is
not acquiring the Note on behalf of or with "plan assets" (as determined under
U.S. Department of Labor Regulations found at 29 C.F.R. ss.2510.3-101 or
otherwise) of an employee benefit plan or other plan that is subject to Title I
of ERISA or Section 4975 of the Code or any substantially similar federal,
state or local law ("Similar Law"), or (ii) its acquisition and holding of the
Note are eligible for relief under Prohibited Transaction Class Exemption
("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar
exemption, or in the case of a plan subject to Similar Law, do not give rise to
a nonexempt violation of that Similar Law.


                                      18
<PAGE>

                                  ARTICLE III

                                   COVENANTS

         SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the principal
of and interest, if any, on the Notes in accordance with the terms of the Notes
and this Indenture. Without limiting the foregoing, on each Payment Date, the
Administrator or the Paying Agent shall, pursuant to Section 5.01 of the Sale
and Servicing Agreement, pay all amounts on deposit in the Collection Account
pursuant to the Sale and Servicing Agreement. Amounts properly withheld under
the Code by any Person from a payment to any Noteholder of interest and/or
principal shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

         The Notes shall be non-recourse obligations of the Issuer and shall
be limited in right of payment to amounts available from the Collateral, as
provided in this Indenture. The Issuer shall not otherwise be liable for
payments on the Notes. If any other provision of this Indenture shall be
deemed to conflict with the provisions of this Section 3.1, the provisions of
this Section 3.1 shall control.

         SECTION 3.2 Maintenance of Office or Agency. The Issuer will maintain
in New York, New York an office or agency where Notes may be surrendered for
registration of transfer or exchange, and where notices and demands to or upon
the Issuer in respect of the Notes and this Indenture may be served. The Issuer
hereby initially appoints the Administrator to serve as its agent for the
foregoing purposes and to serve as Paying Agent with respect to the Notes. If
at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Administrator with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office of the Administrator, and the Issuer hereby appoints the Administrator
as its agent to receive all such surrenders, notices and demands.

         SECTION 3.3 Money for Payments to Be Held in Trust. As provided in
Section 8.2(a) and (b), all payments of amounts due and payable with respect to
any Notes that are to be remitted from amounts withdrawn from the Collection
Account pursuant to Section 8.2(c) shall be made on behalf of the Issuer by the
Indenture Trustee, by the Paying Agent or the Administrator, and no amounts so
withdrawn from the Collection Account for payments on the Notes shall be paid
over to the Issuer.

         Any Paying Agent other than the Administrator shall be appointed by
Issuer Order with written notice thereof to the Indenture Trustee and the
Administrator. Any Paying Agent appointed by the Issuer shall be a Person who
would be eligible to be Indenture Trustee hereunder as provided in Section 6.11
hereof. The Issuer shall not appoint any Paying Agent (other than the
Administrator) which is not, at the time of such appointment, a Depository
Institution.

         The Issuer will cause each Paying Agent (other than the Indenture
Trustee or the Administrator) to execute and deliver to the Indenture Trustee
an instrument in which such



                                      19
<PAGE>

Paying Agent shall agree with the Indenture Trustee (and if the Indenture
Trustee or the Administrator acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 3.3, 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 (or any other obligor upon the Notes) of which it has actual
         knowledge in the making of any payment required to be made with
         respect to the Notes;

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

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

                  (v) comply with all requirements of the Code with respect to
         the withholding from any payments made by it on any Notes of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith; provided,
         however, that the Issuer or the Master Servicer shall have provided to
         the Paying Agent any necessary information; and provided further,
         however, that with respect to withholding and reporting requirements
         applicable to original issue discount (if any) on the Notes, the
         Issuer shall have first provided the calculations pertaining thereto
         to the Indenture Trustee and the Paying Agent.

         The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums
held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same terms 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.

         Any termination and release of a Trust Estate shall be done in
accordance with the provisions of Section 8.01 of the Sale and Servicing
Agreement.

         SECTION 3.4 Existence.

         (a) Subject to Section 3.4(b) below, 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

                                      20
<PAGE>

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 and the Trust
Estate.

         (b) Any successor to the Owner Trustee appointed pursuant to Section
10.2 of the Trust Agreement shall be the successor Owner Trustee under this
Indenture without the execution or filing of any paper, instrument or further
act to be done on the part of the parties hereto.

         (c) Upon any consolidation or merger of or other succession to the
Owner Trustee, the Person succeeding to the Owner Trustee under the Trust
Agreement may exercise every right and power of the Owner Trustee under this
Indenture with the same effect as if such Person had been named as the Owner
Trustee herein.

         SECTION 3.5 Protection of Trust Estate. The Issuer and the Owner
Trustee will from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, continuation statements,
instruments of further assurance and other instruments, and will take such
other action necessary or advisable to:

         (i) provide further assurance with respect to a Grant of all or any
portion of the related Trust Estate;

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

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

         (iv) enforce any rights with respect to the Trust Estate; or

         (v) 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.

         SECTION 3.6  Annual Opinions as to the Trust Estate.

         On or before March 31 in each calendar year, beginning in 2006, the
Issuer shall furnish to the Indenture Trustee and the Administrator an Opinion
of Counsel either stating that, in the opinion of such counsel, such action
has been taken with respect to the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and with respect to the execution and filing of any
financing statements and continuation statements as is necessary to maintain
the lien and security interest created by this Indenture and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain such lien and security interest. Such Opinion
of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any


                                      21
<PAGE>


indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until March 31 of the following calendar
year.

         SECTION 3.7 Performance of Obligations; Servicing of Home Equity
Loans.

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

         (b) The Issuer may contract with or otherwise obtain the assistance of
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 punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Transaction
Documents and in the instruments and agreements included in the Trust Estate,
including but not limited to (i) filing or causing to be filed all UCC
financing statements and continuation statements required to be filed by the
terms of this Indenture, the Home Equity Loan Purchase Agreement and the Sale
and Servicing Agreement and (ii) recording or causing to be recorded all
Mortgages, Assignments of Mortgage, all intervening Assignments of Mortgage and
all assumption and modification agreements required to be recorded by the terms
of the Sale and Servicing Agreement and the Home Equity Loan Purchase
Agreement, in accordance with and within the time periods provided for in this
Indenture and/or the Sale and Servicing Agreement, as applicable. Except as
otherwise expressly provided therein, the Issuer shall not waive, amend,
modify, supplement or terminate any Transaction Document or any provision
thereof without the consent of the Indenture Trustee and the Majority
Noteholder or such other percentage of Noteholders as is set forth in the
applicable Transaction Document.

         (d) Subject to the terms of the Sale and Servicing Agreement, if the
Issuer shall have knowledge of the occurrence of an Master Servicer Termination
Event under the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee, the Depositor, the Master Servicer and the Rating
Agencies thereof, and shall specify in such notice the action, if any, the
Master Servicer is taking with respect of such default. If such a Master
Servicer Termination Event shall arise from the failure of the Master Servicer
to perform any of its duties or obligations under the Sale and Servicing
Agreement with respect to the Home Equity Loans, the Issuer shall take all
reasonable steps available to it to remedy or cause to be remedied such
failure.

                                      22
<PAGE>

         (e) Subject to the terms of the Sale and Servicing Agreement, as
promptly as possible after the giving of notice of termination to the Master
Servicer of the Master Servicer's rights and powers pursuant to Section 7.01 of
the Sale and Servicing Agreement, a successor master servicer (the "Successor
Master Servicer") shall be appointed pursuant to Section 7.02 of the Sale and
Servicing Agreement. If the Indenture Trustee shall succeed to the Master
Servicer's duties as master servicer of the Home Equity Loans as provided
herein, it shall do so in its individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the provisions of Article VI hereof shall
be inapplicable to the Indenture Trustee in its duties as successor Master
Servicer and the servicing of the Home Equity Loans. In case the Indenture
Trustee shall become successor Master Servicer under the Sale and Servicing
Agreement, the Indenture Trustee shall be entitled to appoint as Successor
Master Servicer any one of its Affiliates, provided that it shall be fully
liable for the actions and omissions of such Affiliate in such capacity as
Successor Master Servicer.

         (f) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without
the prior written consent of the Indenture Trustee (which consent shall not be
unreasonably withheld), amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of the Trust Estate (except to the extent
otherwise provided in the Sale and Servicing Agreement or the other Transaction
Documents), or waive timely performance or observance by the Master Servicer or
the Depositor under the Sale and Servicing Agreement; and (ii) that any such
amendment not otherwise provided for in the Sale and Servicing Agreement or any
other Transaction Document shall not (A) reduce in any manner the amount of, or
delay the timing of, collections of payments on home equity loans, (B) reduce
in any manner the amount of, or delay the timing of, payments that are required
to be made on a Note without the consent of the affected Noteholder, (C) impair
the right of any Noteholder to institute suit for the enforcement of the
provisions of the Agreement, or (D) reduce the aforesaid percentage of the
Notes that is required to consent to any such amendment, without the consent of
the Holders of all the outstanding Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by the Indenture Trustee or the
Majority Noteholder (or such other percentage of Noteholders as required by the
applicable Transaction Document), the Issuer agrees, promptly following a
request by the Indenture Trustee to do so, to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.

         SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

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


                                      23
<PAGE>

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

                  (iii) engage in any business or activity other than as
         permitted by the Trust Agreement or other than in connection with, or
         relating to, the issuance of Notes pursuant to this Indenture and the
         Ownership Interest pursuant to the Trust Agreement, or amend the Trust
         Agreement as in effect on the Closing Date other than in accordance
         with Section 11.1 thereof;

                  (iv) issue debt obligations under any other indenture;

                  (v) incur or assume any indebtedness or guaranty any
         indebtedness of any Person, except for such indebtedness as may be
         incurred by the Issuer in connection with the issuance of the Notes
         pursuant to this Indenture or as otherwise may be permitted by the
         Transaction Documents;

                  (vi) dissolve or liquidate in whole or in part or merge or
         consolidate with any other Person;

                  (vii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien of this Indenture to be
         amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations
         with respect to the Notes under this Indenture except as may be
         expressly permitted hereby, (B) permit any lien, charge, excise,
         claim, security interest, mortgage or other encumbrance (other than
         the lien of this Indenture) to be created on or extend to or otherwise
         arise upon or burden the Trust Estate or any part thereof or any
         interest therein or the proceeds thereof (other than tax liens,
         mechanics' liens and other liens that arise by operation of law, in
         each case on any of the Mortgaged Properties and arising solely as a
         result of an action or omission of the related Mortgagor) or (C)
         permit the lien of this Indenture not to constitute a valid first
         priority (other than with respect to any such tax, mechanics' or other
         lien) security interest in the Trust Estate; or

                  (viii) take any other action or fail to take any action which
         may cause the Issuer to be treated as (a) an association pursuant to
         Section 7701 of the Code and the corresponding regulations, (b) a
         publicly traded partnership taxable as a corporation pursuant to
         Section 7704 of the Code and the corresponding regulations or (c) a
         taxable mortgage pool pursuant to Section 7701(i) of the Code and the
         corresponding regulations.

         SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, on or before April 30 of each year, commencing with
2006, an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

                                      24
<PAGE>

                  (i) a review of the activities of the Issuer during the
         immediately preceding calendar year (or, in the case of the first
         Officer's Certificate, the period from the Closing Date through
         December 31, 2005) and of its performance under this Indenture has
         been made under such Authorized Officer's supervision; and

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

         SECTION 3.10 Covenants of the Issuer.

         All covenants of the Issuer in this Indenture are covenants of the
Issuer and are not covenants of the Owner Trustee. The Owner Trustee is, and
any successor Owner Trustee under the Trust Agreement will be, entering into
this Indenture solely as Owner Trustee under the Trust Agreement and not in
its respective individual capacity, and in no case whatsoever shall the Owner
Trustee or any such successor Owner Trustee be personally liable on, or for
any loss in respect of, any of the statements, representations, warranties or
obligations of the Issuer hereunder, as to all of which the parties hereto
agree to look solely to the property of the Issuer.

         SECTION 3.11 Master Servicer's Obligations. The Issuer shall cause the
Master Servicer to comply with its obligations under the terms of the Sale and
Servicing Agreement.

         SECTION 3.12 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Master Servicer, (ii) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made
payments or distributions to the Master Servicer, the Indenture Trustee, the
Owner Trustee, the Administrator, the Ownership Interest and the Noteholders as
contemplated by, and to the extent funds are available for such purpose under,
the Sale and Servicing Agreement or the Trust Agreement. The Issuer will not,
directly or indirectly, make or cause to be made payments to or distributions
from the Collection Account except in accordance with this Indenture and the
Transaction Documents.

         SECTION 3.13 Treatment of Notes as Debt for All Purposes.

         The Issuer shall treat the Notes as indebtedness for all purposes.

         SECTION 3.14 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Administrator and the Rating Agencies prompt written
notice of each Event of Default hereunder. The Issuer shall also give the
Indenture Trustee, the Administrator and the Rating


                                      25
<PAGE>


Agencies prompt written notice of each default on the part of the Depositor of
its obligations under the Sale and Servicing Agreement.

         SECTION 3.15 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 3.16 Issuer May Consolidate, etc.

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

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

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

                  (iii) each Rating Agency shall have notified the Issuer that
         such transaction will not cause a reduction or withdrawal by such
         Rating Agency of either of its then current ratings of the Notes;

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

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

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

         (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in any 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


                                      26
<PAGE>


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

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

                  (iii) each Rating Agency shall have notified the Issuer that
         such transaction will not cause a reduction or withdrawal by such
         Rating Agency of either of its then current ratings of the Notes;

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

                  (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) above, 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) above, the Issuer shall be released from
every covenant and agreement (except such obligations that survive such
transfer) of this Indenture to be observed or performed on the


                                      27
<PAGE>

part of the Issuer with respect to the Notes immediately upon the delivery of
written notice to the Indenture Trustee of such conveyance or transfer.

         SECTION 3.18 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Home Equity Loans, owning Preferred Stock of the Depositor and the issuance of
the Notes in the manner contemplated by this Indenture and the Transaction
Documents and all activities incidental thereto.

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

         SECTION 3.20 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the other Transaction 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 Representations and Warranties of the Issuer. The
Perfection Representations shall be a part of this Indenture.

                                      28
<PAGE>

                                  ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.1 Satisfaction and Discharge of Indenture. Subject to and in
accordance with Section 8.01 of the Sale and Servicing Agreement, this
Indenture shall cease to be of further effect with respect to the Notes (except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections 3.3,
3.4, 3.5, 3.8 and 3.10 hereof, (v) the rights, obligations and immunities of
the Indenture Trustee and the Administrator hereunder (including the rights of
the Indenture Trustee and the Administrator under Section 6.7 hereof and the
obligations of the Indenture Trustee and the Administrator under Section 4.2
hereof) and (vi) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee or the Administrator
payable to all or any of them), and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when
all of the following have occurred:

         (A)   either

         (1)   all Notes theretofore authenticated and delivered (other than
               (i) Notes that have been destroyed, lost or stolen and that
               have been replaced or paid as provided in Section 2.4 and
               (ii) Notes for whose payment money has theretofore been
               deposited in trust or segregated and held in trust by the
               Issuer and thereafter repaid to the Issuer or discharged from
               such trust, as provided in Section 3.3 above) have been
               delivered to the Note Registrar for cancellation; or

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

                  a.   have become due and payable,

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

                  c.   are to be called for redemption within one year
                       under arrangements satisfactory to the Indenture
                       Trustee and the Administrator for the giving of
                       notice of redemption by the Administrator, upon the
                       instructions of the Master Servicer or the Indenture
                       Trustee, as the case may be, in the name, and at the
                       expense, of the Issuer,

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

                                      29
<PAGE>

due to the Final Scheduled Payment Date or Redemption Date (if Notes shall have
been called for redemption pursuant to Section 10.1 hereof), as the case may
be;

         (B) the latest of (a) twelve months after payment in full of all
outstanding obligations under the Notes, (b) the payment in full of all unpaid
fees, expenses and indemnities of the Indenture Trustee and the Administrator
hereunder and the other Transaction Documents, (c) the date on which the Issuer
has paid or caused to be paid all other sums payable hereunder by the Issuer,
and (d) the date on which the final resolution of any litigation against the
Issuer regarding a preference claim under the United States Bankruptcy Code (11
U.S.C.) has occurred; and

         (C) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA or the Indenture
Trustee) an Independent Certificate from a firm of certified public
accountants, each meeting the applicable requirements of Section 11.1(a) hereof
and, subject to Section 11.2 hereof, each stating that all conditions precedent
herein provided for relating to the satisfaction and discharge of this
Indenture with respect to the Notes have been complied with.

         SECTION 4.2 Application of Trust Money. All moneys deposited with the
Indenture Trustee and/or the Administrator pursuant to Sections 3.3 and 4.1
hereof shall be held in trust and applied by such party, in accordance with the
provisions of the Sale and Servicing Agreement, to the payment, either directly
or through any Paying Agent, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee and/or the Administrator, as the case may be, of all sums due
and to become due thereon for principal and interest; but such moneys need not
be segregated from other funds except to the extent required herein or in the
Sale and Servicing Agreement or required by law.

         SECTION 4.3 [Reserved].

         SECTION 4.4 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent under the provisions of this
Indenture with respect to such Notes shall, upon demand of the Issuer, be paid
to the Indenture Trustee (or the Administrator on behalf of the Indenture
Trustee) to be held and applied according to Section 3.3 above and thereupon
such Paying Agent shall be released from all further liability with respect to
such moneys.


                                      30
<PAGE>

                                   ARTICLE V

                                    REMEDIES

         SECTION 5.1 Events of Default. "Event of Default," wherever used
herein, means with respect to the Notes any one of the following events
(whatever the reason for such Event of Default and whether it shall be
voluntary or involuntary or be effected by operation of law or pursuant to any
judgment, decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

         (a) default in the payment of any interest on any Note when the same
becomes due and payable, and continuance of such default for a period of five
(5) days; or

         (b) default in the payment in full of the principal of the Note
Principal Amounts of the Notes on the Final Scheduled Payment Date; or

         (c) default in the observance or performance of any covenant or
agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section 5.1 specifically dealt with), or any representation or warranty of
the Issuer made in this Indenture, the Sale and Servicing Agreement or in any
certificate or other writing delivered pursuant hereto or in connection
herewith proving to have been incorrect in any material respect as of the time
when the same shall have been made and has a material adverse effect on
Noteholders, and such default shall continue or not be cured, or the
circumstance or condition in respect of which such misrepresentation or
warranty was incorrect shall not have been eliminated or otherwise cured, for a
period of 60 days after there shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee or to the Issuer and the Indenture
Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes,
a written notice specifying such default or incorrect representation or
warranty and requiring it to be remedied and stating that such notice is a
notice of Default hereunder; or

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

         (e) the commencement by the Issuer of a voluntary case under any
applicable federal or state bankruptcy, insolvency or other similar law now or
hereafter in effect, or the consent by the Issuer to the entry of an order for
relief in an involuntary case under any such law, or the consent by the Issuer
to the appointment or taking possession by a receiver, liquidator, assignee,
custodian, trustee, sequestrator or similar official of the Issuer or for any
substantial part of the Trust Estate, or the making by the Issuer of any
general assignment for the benefit of creditors,


                                      31
<PAGE>

or the failure by the Issuer generally to pay its debts as such debts become
due, or the taking of any action by the Issuer in furtherance of any of the
foregoing.

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

         SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing and a Responsible Officer of
the Indenture Trustee has received written notice or has actual knowledge
thereof, then and in every such case the Indenture Trustee may, and shall, upon
the prior written direction of the Holders of Notes representing not less than
66?% of the Outstanding Amount of the Notes, declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Indenture Trustee if given by Noteholders), and upon any such declaration the
unpaid principal amount of such Notes, together with accrued and unpaid
interest thereon through the date of acceleration, shall become immediately due
and payable.

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

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

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

                           (B) all sums paid or advanced by the Indenture
                  Trustee hereunder and the reasonable compensation, expenses,
                  indemnities, 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
         below.

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

         SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee.


                                      32
<PAGE>

         (a) The Issuer covenants that if (i) default occurs 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 occurs in the
payment of the principal of or any installment of the principal of any Note
when the same becomes due and payable, and such default continues for a period
of five days, the Issuer will, upon demand of the Indenture Trustee, pay to the
Indenture Trustee or the Administrator, for the benefit of the Holders of the
Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest upon the overdue principal and, to the extent payment
at such rate of interest shall be legally enforceable, upon overdue
installments of interest at the rate borne by the Notes and in addition thereto
such further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the 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 may, and shall at the direction of the
Holders of 66?% of the Outstanding Amount of the Notes, institute a Proceeding
for the collection of the sums so due and unpaid, and may prosecute such
Proceeding to judgment or final decree, and may enforce the same against the
Issuer or other obligor upon such Notes and collect in the manner provided by
law out of the property of the Issuer or other obligor upon such Notes,
wherever situated, the moneys adjudged or decreed to be payable.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, and shall at the written direction of the Holders of 66?% of the
Outstanding Amount of the Notes, as more particularly provided in Section 5.4
below, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.

         (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Trust Estate, Proceedings under Title 11 of the United States
Code or any other applicable federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.3, 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


                                      33
<PAGE>

         Trustee (including any claim for reasonable compensation to the
         Indenture Trustee, each predecessor Indenture Trustee and its agents,
         attorneys and counsel, and for reimbursement of all expenses and
         liabilities incurred, and all advances made, by the Indenture Trustee
         and each predecessor Indenture Trustee (except as a result of
         negligence or bad faith)), and of the Noteholders allowed in such
         Proceedings;

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

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

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

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

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

         (g) In any Proceedings brought by the Indenture Trustee (and also any
Proceedings involving the interpretation of any provision of this Indenture to
which the Indenture Trustee shall be a party), the Indenture Trustee


                                      34
<PAGE>

shall be held to represent all the Noteholders, and it shall not be necessary
to make any Noteholder a party to any such Proceedings.

         SECTION 5.4 Remedies; Priorities.

         (a) If an Event of Default shall have occurred and be continuing of
which a Responsible Officer of the Indenture Trustee has actual knowledge, the
Indenture Trustee may and, at the direction of the Holders of 66?% of the
Outstanding Amount of the Notes shall, do one or more of the following (subject
to Section 5.5 below):

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

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

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

                  (iv) sell the Trust Estate or any portion thereof or rights
         or interest therein in a commercially reasonable manner, 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
Outstanding Amount of the Notes, (B) the proceeds of such sale or liquidation
distributable to the Noteholders are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or (C)
the Indenture Trustee determines that the Trust Estate will not continue to
provide sufficient funds for the payment of principal of and interest on the
Notes as they would have become due if the Notes had not been declared due and
payable, and the Indenture Trustee obtains the consent of the Holders of 66?%
of the Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C) above, the Indenture Trustee
may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         (b) If the Indenture Trustee collects any money or property pursuant
to this Article V, the Indenture Trustee shall pay out the money or property
(or shall remit the money or property to the Paying Agent, who shall pay out
the money or property in accordance with the instructions of the Indenture
Trustee) in the following order:

                                      35
<PAGE>

                  FIRST: to the Indenture Trustee, the Owner Trustee and the
         Administrator for any costs, expenses, reimbursements or indemnities
         remaining due to any of them including but in no way limited to those
         incurred by any of them in connection with the enforcement of the
         remedies provided for in this Article V;

                  SECOND: concurrently, to the Class A-1 and Class A-2
         Noteholders for amounts due and unpaid on the Class A-1 and Class A-2
         Notes for interest (excluding Supplemental Interest Amounts) pro rata
         among the Holders of the Class A-1 and Class A-2 Notes, respectively,
         according to the amounts due and payable on such Class A-1 and Class
         A-2 Notes;

                  THIRD: to the Class M-1 Noteholders for amounts due and
         unpaid on the Class M-1 Notes for interest (excluding Supplemental
         Interest Amounts) pro rata among the Holders of the Class M-1 Notes,
         according to the amounts due and payable on such Class M-1 Notes;

                  FOURTH: to the Class M-2 Noteholders for amounts due and
         unpaid on the Class M-2 Notes for interest (excluding Supplemental
         Interest Amounts) pro rata among the Holders of the Class M-2 Notes,
         according to the amounts due and payable on such Class M-2 Notes;

                  FIFTH: to the Class A-1 Noteholders for amounts due and
         unpaid on the Class A-1 Notes for principal pro rata among the
         Holders of the Class A-1 Notes according to the amounts due and
         payable until the Note Principal Amount of the Class A-1 Notes is
         reduced to zero;

                  SIXTH: to the Class A-2 Noteholders for amounts due and
         unpaid on the Class A-2 Notes for principal pro rata among the
         Holders of the Class A-2 Notes according to the amounts due and
         payable until the Note Principal Amount of the Class A-2 Notes is
         reduced to zero;

                  SEVENTH: to the Class M-1 Noteholders for amounts due and
         unpaid on the Class M-1 Notes for principal pro rata among the
         Holders of the Class M-1 Notes according to the amounts due and
         payable until the Note Principal Amount of the Class M-1 Notes is
         reduced to zero;

                  EIGHTH: to the Class M-2 Noteholders for amounts due and
         unpaid on the Class M-2 Notes for principal pro rata among the
         Holders of the Class M-2 Notes according to the amounts due and
         payable until the Note Principal Amount of the Class M-2 Notes is
         reduced to zero;

                  NINTH: to the Class A-1, Class A-2, Class M-1 and Class M-2
         Noteholders for any Supplemental Interest Amounts due and unpaid on
         the Class A-1, Class A-2, Class M-1 and Class M-2 Notes pro rata among
         the Holders of the Class A-1, Class A-2, Class M-1 and Class M-2
         Notes, respectively, according to the Supplemental Interest Amounts


                                      36
<PAGE>


         due and payable on the Class A-1, Class A-2, Class M-1 and Class M-2
         Notes, respectively; and

                  TENTH: to the Administrator or the Paying Agent for any
         amounts to be distributed, to the holder of the Ownership Interest,
         in the manner set forth in Section 5.01 of the Sale and Servicing
         Agreement.

         The Indenture Trustee may fix a record date and payment date for any
payment to be made to the Noteholders pursuant to this Section 5.4. At least 15
days before such record date, the Indenture Trustee shall mail (or shall
provide the necessary information to the Administrator, who shall mail) to each
Noteholder and the Issuer a notice that states the record date, the payment
date and the amount to be paid.

         SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes
have been declared to be due and payable under Section 5.2 above following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, and shall at the written
direction of Holders of 66?% of the Outstanding Amount of the Notes, elect to
maintain possession of the Trust Estate. It is the desire of the parties hereto
and the Noteholders that there be at all times sufficient funds for the payment
of principal of and interest on the Notes (although the parties hereto
understand that there exists the possibility of a shortfall in collections of
the Home Equity Loans), and the Indenture Trustee shall take such desire into
account when determining whether or not to maintain possession of the
Collateral. In determining whether to maintain possession of the Collateral,
the Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the
Collateral for such purpose.

         SECTION 5.6 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

         (e) no direction inconsistent with such written request has been given
to the Indenture Trustee during such 60-day period by the Majority Noteholder.


                                      37
<PAGE>

         It is understood and intended that no Noteholders 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 Noteholders
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 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest, if any, on such Note on or
after the respective due date thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date) to
the extent funds are available therefor out of the Trust Estate and to
institute suit for the enforcement of any such payment, and such right shall
not be impaired without the consent of such Holder.

         SECTION 5.8 Restoration of Rights and Remedies. If the 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 5.9 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 Noteholder to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the 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 66?% of the
Outstanding Amount of the Notes shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the
Indenture Trustee with respect to the Notes or exercising any trust or power
conferred on the Indenture Trustee; provided that:

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


                                      38
<PAGE>


         (b) subject to the express terms of Section 5.4 above, any direction
to the Indenture Trustee to sell or liquidate the Trust Estate shall be in
writing by the Holders of Notes representing not less than 100% of the
Outstanding Amount of the Notes;

         (c) if the conditions set forth in Section 5.5 above have been
satisfied and the Indenture Trustee elects to retain the Trust Estate pursuant
to such Section 5.5, then any direction to the Indenture Trustee by Holders of
Notes representing less than 100% of the Outstanding Amount of the Notes to
sell or liquidate the Trust Estate shall be of no force and effect; and

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

         Notwithstanding the rights of the Noteholders set forth in this
Section 5.11, subject to Section 6.1 hereof, the Indenture Trustee need not
take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to
such action.

         SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2 above, the
Majority Noteholder may waive any past Default or Event of Default and its
consequences except a Default (a) in the payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that
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 Default or impair any right consequent thereto.

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

         SECTION 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any
suit for the enforcement of any right or remedy under this Indenture, or in any
suit against the 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 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
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on
or after the respective due dates expressed in such Note and in this Indenture
(or, in the case of redemption, on or after the Redemption Date).

                                      39
<PAGE>

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

         SECTION 5.15 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 5.4(b) above.

         SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the written direction of the Holders of 66?% of
the Outstanding Amount of the Notes shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Depositor or the Master
Servicer under or in connection with the Sale and Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Depositor, 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 Sale and
Servicing Agreement, and any right of the Issuer to take such action shall be
suspended.


                                      40
<PAGE>

                                  ARTICLE VI

                  THE INDENTURE TRUSTEE AND THE ADMINISTRATOR

         SECTION 6.1 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 the other Transaction Documents to which it is a party 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 the other Transaction Documents to which it is a party and no
         implied covenants or obligations shall be read into this Indenture, or
         any other Transaction Document to which it is a party, 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 and the other Transaction Documents to
         which it is a party; however, the Indenture Trustee shall examine the
         certificates and opinions to determine whether or not they conform to
         the requirements of this Indenture and the other Transaction Documents
         to which it is a party. If any such instrument is found not to conform
         in any material respect to the requirements of this Indenture and the
         other Transaction Documents to which it is a party, the Indenture
         Trustee shall notify the Noteholders of such instrument in the event
         that the Indenture Trustee, after so requesting, does not receive a
         satisfactory corrected instrument.

         (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 6.1;

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

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


                                      41
<PAGE>

         (d) Every provision of this Indenture and the other Transaction
Documents to which the Indenture Trustee is a party that in any way relates to
the Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this
Section 6.1.

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

         (f) Money held in trust by the Indenture Trustee shall be segregated
from other funds except to the extent permitted by law or the terms of this
Indenture or the Sale and Servicing Agreement.

         (g) No provision of this Indenture or any other Transaction Document
to which the Indenture Trustee is a party shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayment
of such funds or adequate indemnity against such risk or liability is not
reasonably assured to it; and none of the provisions contained in this
Indenture or any other Transaction Document to which the Indenture Trustee is a
party shall in any event require the Indenture Trustee to perform, or be
responsible for the manner of performance of, any of the obligations of the
Master Servicer, the Issuer or Transferor under this Indenture or such other
Transaction Document, as the case may be, except during such time, if any, as
the Indenture Trustee shall be the successor to, and be vested with the rights,
duties, powers and privileges of, the Master Servicer in accordance with the
terms of this Indenture and the Sale and Servicing Agreement.

         (h) The Indenture Trustee shall challenge or cause to be challenged
any attempt at substantive consolidation of the assets and liabilities of the
Issuer with those of the Transferor (as the term "Transferor" is defined in the
Trust Agreement) in connection with any insolvency proceeding of the Issuer.

         (i) Every provision of this Indenture or any other Transaction
Document to which the Indenture Trustee is a party 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 6.1 and to the provisions of
the TIA.

         (j) Subject to the other provisions of this Indenture and the other
Transaction Documents to which the Indenture Trustee is a party and without
limiting the generality of this Section 6.1, the Indenture Trustee, unless it
is acting as the Master Servicer under the Sale and Servicing Agreement, shall
have no duty (A) to see to any recording, filing, or depositing of this
Indenture or any agreement referred to herein or any financing statement or
continuation statement evidencing a security interest, or to see to the
maintenance of any such recording or filing or depositing or to any
rerecording, refiling or redepositing of any thereof, (B) to see to any
insurance, (C) to see to the payment or discharge of any tax, assessment, or
other governmental charge or any lien or encumbrance of any kind owing with
respect to, assessed or levied against, any part of the Trust Estate other than
from funds available in the Collection Account, (D) to confirm or verify the
contents of any reports or certificates of the Issuer or Master Servicer
delivered to the Indenture Trustee pursuant to this Indenture, or any other
Transaction Document

                                      42
<PAGE>


to which the Indenture Trustee is a party, believed by the Indenture Trustee to
be genuine and to have been signed or presented by the proper party or parties.

         SECTION 6.2 Rights of Indenture Trustee.

         (a) The Indenture Trustee may conclusively rely and shall be fully
protected in acting or refraining from acting on any resolution, certificate of
auditors or any other certificate, statement, instrument, opinion, report,
notice, request, consent, order, appraisal, bond or other paper or document
believed by it to be genuine and to have been signed or presented by the proper
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 and shall be entitled to receive an Officer's Certificate or an Opinion
of Counsel. The Indenture Trustee shall not be liable for any action it takes
or omits to take in good faith in reliance on an Officer's Certificate or
Opinion of Counsel.

         (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee.

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

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

         (f) The Indenture Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture or the other Transaction
Documents to which it is a party or to institute, conduct or defend any
litigation hereunder or in relation hereto at the request, order or direction
of any of the Noteholders, pursuant to the provisions of this Indenture, unless
such Noteholders shall have offered to the Indenture Trustee reasonable
security or indemnity against the costs, expenses and liabilities which may be
incurred therein or thereby; nothing contained herein shall, however, relieve
the Indenture Trustee of the obligation, upon the occurrence of an Event of
Default of which a Responsible Officer of the Indenture Trustee shall have
actual knowledge (which has not been cured), to exercise such of the rights and
powers vested in it by this Indenture, and to 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.

         (g) The Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless requested in writing to


                                      43
<PAGE>


do so by the Majority Noteholder; provided, however, that if the payment within
a reasonable time to the Indenture Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Indenture Trustee, not reasonably assured to the
Indenture Trustee by the security afforded to it by the terms of this
Indenture, the Indenture Trustee may require reasonable indemnity against such
cost, expense or liability as a condition to taking any such action. The
reasonable expense of every such examination shall be paid by the Issuer or, if
paid by the Indenture Trustee, shall be repaid by the Issuer upon demand.

         (h) The right of the Indenture Trustee to perform any discretionary
act enumerated in this Indenture or in any other Transaction Document to which
the Indenture Trustee is a party shall not be construed as a duty, and the
Indenture Trustee shall not be answerable for other than its negligence or
willful misconduct in the performance of such act.

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

         (j) The Indenture Trustee shall have no liability in connection with
the malfeasance or nonfeasance by the Issuer or the Master Servicer. The
Indenture Trustee shall have no liability in connection with compliance by the
Issuer or the Master Servicer with statutory or regulatory requirements related
to the Collateral or the Trust Estate. The Indenture Trustee shall not make or
be deemed to have made any representations or warranties with respect to the
Collateral or the Trust Estate or the validity or sufficiency of any assignment
of the Collateral or the Trust Estate to the Indenture Trustee.

         SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, 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 below.

         SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be (i) responsible for and makes no representation as to the validity
or adequacy of this Indenture, any other Transaction Document to which it is a
party or the Notes, (ii) shall not be accountable for the Issuer's use of the
proceeds from the Notes or (iii) responsible for any statement of the Issuer in
the Indenture, any other Transaction Document to which it is a party or in any
document issued in connection with the sale of the Notes or in the Notes.

         SECTION 6.5 Notice of Defaults. The Indenture Trustee shall not be
charged with the knowledge of any Default or an Event of Default unless a
Responsible Officer has received written notice or has actual knowledge
thereof. The Indenture Trustee shall mail to each Noteholder, the Master
Servicer and the Depositor notice of the Default within 30 days after it occurs
at the expense of the Issuer. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the
notice to the Noteholders if and so long as a committee of its Responsible
Officers in good faith determines that withholding the notice is in the
interests of Noteholders.


                                      44
<PAGE>

         SECTION 6.6 Provision of Information. The Administrator shall deliver,
to the extent provided by the Master Servicer, to each Noteholder, such
information as may be required to enable such Holder to prepare its federal and
state income tax returns. In addition, upon Issuer Request, the Administrator
shall promptly furnish such information reasonably requested by the Issuer that
is reasonably available to the Administrator to enable the Issuer to perform
its federal and state income tax reporting obligations.

         SECTION 6.7 Compensation and Indemnity. The Issuer shall, or shall
cause the Master Servicer to, pay to the Indenture Trustee from time to time as
compensation for its services, including but not limited to its services, if
any, (i) as successor custodian of the Mortgage Files pursuant to Section 2.01
of the Sale and Servicing Agreement and (ii) in conducting the auction process
for the Trust Estate pursuant to Section 8.01 of the Sale and Servicing
Agreement and Section 10.2 hereof, a fee agreed to by the Master Servicer and
the Indenture Trustee. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall or shall cause the Master Servicer to reimburse the Indenture Trustee for
all reasonable out-of-pocket expenses incurred or made by it, including but in
no way limited to costs of collection, in addition to the compensation for its
services. Such expenses shall include but shall in no way be limited to the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, outside counsel, accountants and experts. The
Issuer shall or shall cause the Master Servicer to indemnify the Indenture
Trustee, and its respective officers, directors, employees and agents against
any and all loss, liability or expense (including but in no way limited to
attorneys' fees and expenses) incurred by each of them in connection with the
acceptance or the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuer and the Master
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Master Servicer shall not
relieve the Issuer or the Master Servicer of its obligations hereunder. The
Issuer shall defend or shall cause the Master Servicer to defend any claim for
indemnity that may arise against the Indenture Trustee, or the Indenture
Trustee may have separate counsel and the Issuer shall or shall cause the
Master Servicer to pay the fees and expenses of such counsel. Neither the
Issuer nor the Master Servicer need reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith. HSBC
Finance's payment obligations to the Indenture Trustee pursuant to this Section
6.7 shall survive the discharge of this Indenture.

         SECTION 6.8 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. The Indenture Trustee may
resign at any time by so notifying the Issuer. The Majority Noteholder 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:

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

         (b) the Indenture Trustee is adjudged bankrupt or insolvent;


                                      45
<PAGE>

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

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

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

         A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee, the Issuer and the
Administrator. Thereupon the resignation or removal of the retiring Indenture
Trustee shall become effective, and the successor Indenture Trustee shall have
all the rights, powers and duties of the Indenture Trustee under this Indenture
and the other Transaction Documents to which it is a party. 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 Majority Noteholder may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

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

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section 6.8, the Issuer's obligations under Section 6.7 above shall
continue for the benefit of the retiring Indenture Trustee.

         SECTION 6.9 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11 below.

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

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part of the Trust, and to vest in
such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Trust Estate, or any part hereof, and, subject
to the other provisions of this Section 6.10, such powers, duties, obligations,


                                      46
<PAGE>

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 below and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8 hereof.

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

                  (i) all rights, powers, duties and obligations conferred or
         imposed upon the 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, jointly
with the Indenture Trustee, 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. The Indenture Trustee shall remain
primarily liable for all actions of a co-trustee.

         SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 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


                                      47
<PAGE>

of condition. The Indenture Trustee shall comply with TIA Section 310(b),
including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 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 Section 310(b)(1) are met.

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

         SECTION 6.13 Representations and Warranties. The Indenture Trustee and
the Adminstrator each hereby represents and warrants as to itself that:

         (a) It is duly organized, validly existing and in good standing under
the laws of the United States, with power and authority to own its properties
and to conduct its business as such properties are currently owned and such
business is currently conducted.

         (b) It has the power and authority to execute and deliver this
Indenture and the other Transaction Documents to which it is a party and to
carry out its terms; and the execution, delivery and performance of this
Indenture have been duly authorized by it by all necessary corporate action.

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

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

         (a) to accept the pledge of the Home Equity Loans and hold the assets
of the Trust in trust for the Noteholders;

         (b) to appoint, and the Indenture Trustee hereby appoints, the
Administrator as authentication agent to authenticate and deliver the Notes
substantially in the form prescribed by Exhibit A in accordance with the terms
of this Indenture; and

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

         SECTION 6.15 Duties, Liabilities and Limitations on Liability of
Administrator.

         (a) The Administrator shall undertake to perform such duties and only
such duties as are specifically set forth in this Indenture and the other
Transaction Documents to which it is a party. The duties and obligations of the
Administrator with respect to the Notes and the Ownership


                                      48
<PAGE>

Interest and the Transaction Documents to which it is a party shall be
determined solely by the express provisions of such Transaction Documents, the
Administrator shall not be liable except for the performance of such duties and
obligations as are specifically set forth in the Transaction Documents to which
it is a party, and no implied covenants or obligations shall be read into the
Transaction Documents against the Administrator.

         (b) The Administrator shall have all of the rights and benefits of and
limitations on liability afforded to the Indenture Trustee under this Article
VI to the same extent as though the Administrator had been named in the various
provisions of Article VI, except (i) to the extent otherwise provided in
Sections 6.15, 6.16, 6.17, 6.18 and 6.19 (for example, Section 6.16 shall apply
instead of Section 6.7) and (ii) with respect to Section 6.4, the Adminstrator
shall be responsible for the Administrator's certificate of authentication.

         (c) In acting under this Indenture and the other Transaction Documents
to which it is a party and in connection with the Notes and the Ownership
Interest, the Administrator is acting solely as an agent of the Issuer and does
not assume any obligation or relationship of agency for or with, or any
fiduciary obligation towards, any of the Holders of the Notes.

         (d) The Administrator shall be obligated to make payments pursuant to
the terms of the Transaction Documents only if, and only to the extent that,
sufficient funds are available therefor in the Collection Account. In no event
shall the Administrator, in its capacity as Administrator or Paying Agent or in
its individual capacity, be liable for any such payments.

         (e) In each case that the Administrator (including in its capacity as
Paying Agent hereunder) may or is required hereunder or under any other
Transaction Document to which it is a party to take any action (an "Action"),
including without limitation to make any determination or judgment (including
without limitation the proper reporting and/or withholding for Federal income
tax purposes required with respect to any payment made under any Transaction
Document for which the Administrator has a reporting and/or withholding
obligation for Federal income tax purposes), to exercise rights or powers or
otherwise act hereunder or thereunder, the Administrator may seek direction
from the Master Servicer. The Administrator shall not be liable with respect to
any Action taken or omitted to be taken by it in good faith in accordance with
the direction from the Master Servicer. If the Administrator shall request
direction from the Master Servicer with respect to any Action, the
Administrator shall be entitled to refrain from such Action unless and until
such Administrator shall have received written direction from the Master
Servicer, and the Administrator shall not incur liability to any Person by
reason of so refraining.

         (f) The Administrator may rely, and shall be fully protected in
relying, on any direction or instruction received from the Master Servicer, the
Indenture Trustee or any other party hereto or to the other Transaction
Documents.

         (g) The Administrator shall not be responsible for filing any
financing or continuation statement or otherwise taking any action in
connection with any security interest or lien granted pursuant to the
Transaction Documents.


                                      49
<PAGE>

         SECTION 6.16 Administrator Compensation and Indemnification.

         (a) The Administrator shall be entitled to such compensation as shall
be mutually agreed upon between it and the Master Servicer for its services
hereunder and under the other Transaction Documents to which it is a party,
including its roles as Paying Agent and Registrar under the Trust Agreement.
The Administrator agrees and acknowledges that it shall look solely to the
Master Servicer for payment of such compensation and it shall not be entitled
to payment of such compensation from the Issuer, the Indenture Trustee or out
of the Trust Estate.

         (b) The Administrator (including in its roles as Note Registrar and
Paying Agent) and any director, officer, employee or agent of the Administrator
shall be indemnified by the Master Servicer and held harmless by the Master
Servicer against any loss, liability or expense (including reasonable
attorney's fees and expenses) arising out of, relating to or in connection with
(i) this Indenture, the Notes and the other Transaction Documents to which it
is a party or in connection with their respective duties hereunder or any legal
action relating thereto, other than any loss, liability or expense incurred by
reason of willful misconduct, negligence or bad faith in the performance of the
Administrator's duties hereunder or thereunder and (ii) any audit, controversy
or judicial proceeding relating to a governmental taxing authority.

         (c) Notwithstanding anything contained in this Indenture or any of the
other Transaction Documents to the contrary, the indemnification provided for
in this Section 6.16 shall survive the payment of the Notes, the resignation or
removal of the Administrator and/or the satisfaction and discharge of this
Indenture.

         SECTION 6.17 Replacement of Administrator. No resignation or removal
of the Administrator and no appointment of a successor Administrator shall
become effective until the acceptance of appointment by the successor
Administrator pursuant to this Section. The Administrator may resign at any
time by so notifying the Issuer. The Issuer shall remove the Administrator if:

         (a) the Administrator fails to comply with Section 6.11 above;

         (b) the Administrator is adjudged bankrupt or insolvent;

         (c) a receiver or other public officer takes charge of the
Administrator or its property; or

         (d) the Administrator otherwise becomes incapable of acting.

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

         A successor Administrator shall deliver a written acceptance of its
appointment to the retiring Administrator, the Issuer and the Indenture
Trustee. Thereupon the resignation or removal of the retiring Administrator
shall become effective, and the successor Administrator shall have all the
rights, powers and duties of the Administrator under this Indenture and the


                                      50
<PAGE>

other Transaction Documents to which it is a party. The successor Administrator
shall mail a notice of its succession to Noteholders. The retiring
Administrator shall promptly transfer all property held by it as Administrator
to the successor Administrator.

         If a successor Administrator does not take office within 30 days
after the retiring Administrator resigns or is removed, the Indenture Trustee
shall perform the obligations of the Administrator hereunder until a successor
Administrator shall be appointed, in which case, for so long as the Indenture
Trustee serves as Administrator hereunder, the Indenture Trustee shall be
entitled to such compensation in addition to its compensation pursuant to
Section 6.7 hereunder as the Master Servicer and the Indenture Trustee shall
agree.

         Notwithstanding the replacement of the Administrator pursuant to this
Section 6.17, the Master Servicer's obligations under Section 6.16 above shall
continue for the benefit of the retiring Administrator.

         SECTION 6.18 Successor Administrator by Merger. If the Administrator
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Administrator; provided, that such
corporation or banking association shall be otherwise qualified and eligible
under Section 6.11 above.

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

         SECTION 6.19 Directions to Administrator. The Administrator is hereby
directed to authenticate and deliver the Notes substantially in the form
prescribed by Exhibit A in accordance with the terms of this Indenture.


                                      51
<PAGE>


                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1 Administrator to Furnish Indenture Trustee Names and
Addresses of Noteholders. The Administrator (as Note Registrar, on behalf of
the Issuer) will furnish or cause to be furnished to the Indenture Trustee (a)
not more than five days after the earlier of (i) each Record Date and (ii)
three months after the last Record Date, a list, in such form as the Indenture
Trustee may reasonably require, of the names and addresses of the Noteholders
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 Administrator (as Note
Registrar, on behalf of 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.

         SECTION 7.2 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 Noteholders contained in
the most recent list furnished to the Indenture Trustee as provided in Section
7.1 above. The Indenture Trustee may destroy any list furnished to it as
provided in such Section 7.1 upon receipt of a new list so furnished.

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

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

         SECTION 7.3 Reports by Issuer.

         (a) The Issuer shall:

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

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

                  (iii) supply to the Indenture Trustee (and the Indenture
         Trustee shall transmit by mail to all Noteholders described in TIA
         Section 313(c)) such summaries of any


                                      52
<PAGE>

         information, documents and reports required to be filed by the Issuer
         pursuant to clauses (i) and (ii) of this Section 7.3(a) and by rules
         and regulations prescribed from time to time by the Commission.

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

         SECTION 7.4 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each August 1, beginning with August 1, 2006, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Indenture Trustee with the Commission and each securities
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 securities exchange.


                                      53
<PAGE>

                                 ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1 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, the Administrator or the Paying Agent on behalf of 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 herein.

         SECTION 8.2 Accounts; Distributions.

         (a) On or prior to the Closing Date, the Administrator shall establish
and maintain or cause to be established and maintained with the Administrator,
in the name of the Administrator on behalf of the Indenture Trustee for the
benefit of the Noteholders and the Transferor, the Collection Account as
provided in Article V of the Sale and Servicing Agreement into which amounts
shall be deposited in accordance with the terms of the Sale and Servicing
Agreement.

         (b) The Indenture Trustee shall remit to the Administrator for
deposit, and the Administrator shall deposit, into the Collection Account any
amounts representing payments on and any collections in respect of the Home
Equity Loans received by it, if any, and any other amounts required by the
terms of the Transaction Documents to be deposited, immediately following
receipt thereof. Amounts on deposit in the Collection Account may be invested
in Permitted Investments pursuant to Section 3.02(d) of the Sale and Servicing
Agreement.

         (c) On each Payment Date and the Redemption Date, to the extent funds
are available in the Collection Account, the Administrator shall make the
distributions and payments in the amounts and in the priority set forth in
Section 5.01 of the Sale and Servicing Agreement (except as otherwise provided
in Section 5.4(b) herein).

         (d) On each Payment Date and the Redemption Date, to the extent of the
interest of the Indenture Trustee in the Collection Account (as described in
Section 5.01 of the Sale and Servicing Agreement), the Indenture Trustee hereby
authorizes the Administrator or the Paying Agent, as applicable, to make the
distributions from the Collection Account as required pursuant to Section 5.01
of the Sale and Servicing Agreement.


                                      54
<PAGE>

         SECTION 8.3 [Reserved].

         SECTION 8.4 Monthly Payment Statements.

         On each Payment Date, the Master Servicer shall, pursuant to the terms
of the Sale and Servicing Agreement, deliver the Monthly Payment Statement (as
defined in the Sale and Servicing Agreement) with respect to such Payment Date
to DTC and the Rating Agencies through the Master Servicer's website or through
such other means as the Master Servicer believes will make the distribution
more convenient and/or accessible, and the Master Servicer shall notify the
Administrator, who shall in turn provide timely and adequate notification to
all Noteholders, regarding any such changes in the means of distribution.

         SECTION 8.5 [Reserved].

         SECTION 8.6 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 2.9(a) herein, accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee addressed to the Indenture Trustee, stating the legal effect
of any such action, outlining the steps required to complete the same, and
concluding that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair market value of a
Trust Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


                                      55
<PAGE>

                                  ARTICLE IX

                            SUPPLEMENTAL INDENTURES

         SECTION 9.1 Supplemental Indentures without Consent of Noteholders.

         (a) Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies, the Issuer and the Administrator, the Owner
Trustee and the Indenture Trustee, when authorized by an Issuer Order, at any
time and from time to time, may enter into one or more indentures supplemental
hereto (which shall conform to the provisions of the Trust Indenture Act as in
force at the date of the execution thereof), in form satisfactory to the
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 Noteholders, or to surrender any right or power herein
         conferred upon the Issuer;

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

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

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

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


                                      56
<PAGE>

         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, the Administrator, the Owner Trustee and the Indenture
Trustee, when authorized by an Issuer Order, may, also without the consent of
any of the Noteholders but with prior confirmation from 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
Noteholders under this Indenture; provided, however, that such action shall
not, as evidenced by an Opinion of Counsel or satisfaction of the Rating Agency
Condition, adversely affect in any material respect the interests of any
Noteholder or cause the Issuer to be subject to entity level tax.

         SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer, the Administrator, the Owner Trustee and the Indenture Trustee, when
authorized by an Issuer Order, also may, with prior consent of the Rating
Agencies, and with the consent of the Majority Noteholder, by Act of such
Majority Noteholder delivered to the Issuer, the Administrator, the Owner
Trustee 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 Outstanding Note affected thereby:

         (a) change the date of payment of any installment of principal of or
interest on any Note, or reduce the principal amount thereof, the interest rate
thereon or the amount required to be paid on the Notes following the exercise
of the option set forth in Section 8.01 of the Sale and Servicing Agreement,
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 herein, to the payment of any such amount due on the
Notes on or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);

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

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

         (d) reduce the percentage of the Outstanding Amount of the Notes
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Trust Estate pursuant to Section 5.4 herein;

                                      57
<PAGE>

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

         (f) 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

         (g) 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 provided
further, that such action shall not, as evidenced by an Opinion of Counsel,
cause the Issuer to be subject to an entity level tax.

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

         In connection with requesting the consent of the Noteholders pursuant
to this Section 9.2, 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 at
the Issuer's expense. It shall not be necessary for any Act of Noteholders
under this Section 9.2 to approve the particular form of any proposed
supplemental indenture, but it shall be sufficient if such Act shall approve
the substance thereof.

         SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee and the Administrator shall be
entitled to receive, and subject to Sections 6.1 and 6.2 herein, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture and
all conditions precedent to the execution of such supplemental indenture have
been met. The Indenture Trustee and the Administrator may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's or the Administrator's, as the case may be, own rights,
duties, liabilities or immunities, as the case may be, under this Indenture or
otherwise.

         SECTION 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be 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 Owner Trustee, the Administator, the Issuer and the
Holders of the Notes shall thereafter be determined, exercised and enforced
hereunder subject in


                                      58
<PAGE>

all respects to such modifications and amendments, and all the terms and
conditions of any such supplemental indenture shall be and be deemed to be part
of the terms and conditions of this Indenture for any and all purposes.

         SECTION 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the 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 Administrator in exchange for Outstanding Notes.


                                      59
<PAGE>

                                   ARTICLE X

                              TERMINATION OF TRUST

         SECTION 10.1 Early Termination.

         The Master Servicer may effect an early termination of the Trust
pursuant to Section 8.01 of the Sale and Servicing Agreement on or after any
Payment Date on which the Note Principal Amount of the Notes declines to 15% or
less of the initial Note Principal Amount of the Notes and the purchase price
for the Home Equity Loans has been paid, pursuant to the provisions of Section
8.01(b) of the Sale and Servicing Agreement (such date, the "Redemption Date").
If the Master Servicer does not terminate the Trust in accordance with Section
8.01(b) of the Sale and Servicing Agreement within three months of the first
Payment Date upon which such termination may be effected, then the Indenture
Trustee shall conduct an auction process for the Home Equity Loans as provided
in Section 8.01(c) of the Sale and Servicing Agreement.

         The Administrator shall furnish notice of any redemption of the Notes
that occurs as a result of any of the foregoing in accordance with Section
8.01 of the Sale and Servicing Agreement.

         SECTION 10.2 Mandatory Redemption.

         (a) If the full amount of principal and interest then due on the Notes
is not paid by the Payment Date in October 2015, the Indenture Trustee or an
agent thereof shall at the expense of the Master Servicer begin a process for
soliciting bids in connection with an auction of the Home Equity Loans. The
Indenture Trustee shall provide the Master Servicer written notice of such
auction at least ten (10) Business Days prior to the date bids must be received
in such auction (the "Mandatory Auction Date"). The auction shall be conducted
as follows:

         (b) The Indenture Trustee or an agent thereof shall at the expense of
the Master Servicer solicit new bids and, if more than one bid is received, the
Indenture Trustee or an agent thereof shall at the expense of the Master
Servicer solicit and resolicit new bids from all participating bidders until
only one bid remains or the remaining bidders decline to resubmit bids. The
Indenture Trustee or an agent thereof shall at the expense of the Master
Servicer accept the highest of such remaining bids if it is equal to or in
excess of the Mandatory Redemption Price. If the highest of such remaining bids
is less than the Mandatory Redemption Price, then the Indenture Trustee shall
neither accept such bid nor consummate such sale unless the Holders of 66?% of
the aggregate principal amount of each Class of Notes Outstanding consent
within 10 Business Days from the date that notice of such bid is distributed to
such Holders.

         (c) If the first auction conducted by the Indenture Trustee does not
produce any bid at least equal to the Mandatory Redemption Price, then the
Indenture Trustee or an agent thereof shall, at the expense of the Master
Servicer, beginning on the Payment Date occurring approximately three months
after the Mandatory Auction Date for the failed first auction, commence another
auction in accordance with the requirements of this subsection (c). If such
second auction does not produce any bid at least equal to the Mandatory
Redemption Price and


                                      60
<PAGE>

the Holders of 66-2/3% of the aggregate principal amount of each Class of Notes
Outstanding do not consent to a sale at such price within 10 Business Days from
the date that notice of such bid is distributed to such Holders, then the
Indenture Trustee or an agent thereof shall, at the expense of the Master
Servicer, beginning on the Payment Date occurring approximately three months
after the Mandatory Auction Date for the failed second auction, commence
another auction in accordance with the requirements of this subsection (c), and
shall, at the expense of the Master Servicer, continue to conduct similar
auctions approximately every three months thereafter until the earliest of (i)
delivery by the Master Servicer of notice of exercise of its repurchase option
pursuant to Section 8.01(b) of the Sale and Servicing Agreement, (ii) receipt
by the Indenture Trustee of a bid meeting the conditions specified in the
preceding paragraph or the Holders of 66?% of the aggregate principal amount of
each Class of Notes Outstanding consent to a sale at such price within 10
Business Days from the date that notice of such bid is distributed to such
Holders, or (iii) the Payment Date on which the Principal Balance of all the
Home Equity Loans is reduced to zero.

         (d) If the Indenture Trustee receives a bid meeting the conditions
specified in this Section 10.2, the Master Servicer and the Issuer shall
promptly arrange for the sale of the Home Equity Loans to the winning bidder,
the Indenture Trustee shall execute such agreements and termination statements
as may be reasonably required or appropriate to release the lien of this
Indenture with respect to the Home Equity Loans and Mortgage Files upon payment
to the Indenture Trustee, or the Administrator on behalf of the Indenture
Trustee, of the bid purchase price (which purchase price shall be deposited in
the Collection Account) and satisfaction of any other terms of the auction
sale. The Indenture Trustee shall cooperate with the Master Servicer and the
Issuer in the sale of the Home Equity Loans, shall deliver to the winning
bidder the related Mortgage Files in the Indenture Trustee's possession (if
any), and shall take such other actions as the winning bidder may reasonably
request to effect the transfer of the Home Equity Loans.

         (e) Notice of any termination, specifying the Payment Date (which
shall be a date that would otherwise be a Payment Date) upon which the
Noteholders may surrender their Notes to the Administrator for payment of the
final distribution and cancellation (the "Redemption Date"), shall be given
promptly by the Administrator (upon receipt of written directions from the
Master Servicer, if the Master Servicer is exercising its right to repurchase
the Home Equity Loans, or the Indenture Trustee, such instructions being given
not later than the first day of the month preceding the month of such final
distribution) by letter to the Noteholders, such notice to be mailed not
earlier than the 15th day and not later than the 25th day of the month next
preceding the month of such Redemption Date and specifying (i) the Redemption
Date upon which final distribution of the Notes will be made upon presentation
and surrender of Notes at the office or agency of the Administrator therein
designated, (ii) the amount of any such final distribution and (iii) that the
Record Date otherwise applicable to such Payment Date is not applicable,
distributions being made only upon presentation and surrender of the Notes at
the office or agency of the Administrator therein specified. On the Redemption
Date specified pursuant to this subsection (e), the Administrator shall
distribute all amounts on deposit in the Collection Account in accordance with
the priorities listed in Section 5.01 of the Sale and Servicing Agreement.

                                      61
<PAGE>

         (f) Upon presentation and surrender of the Notes, to the extent of
funds available therefor, the Administrator shall cause to be distributed to
the Holders of the Notes on the Redemption Date, in proportion to the
Percentage Interests of their respective Notes and to the extent that funds are
available for such purpose, an amount equal to the amount required to be
distributed to Noteholders pursuant to Section 5.01 of the Sale and Servicing
Agreement for such Payment Date.

         (g) In the event that all of the Noteholders shall not surrender their
Notes for final payment and cancellation on or before such Redemption Date, the
Administrator shall promptly following such date cause all funds in the
Collection Account not distributed in final payment to Noteholders, to be
withdrawn therefrom and credited to the remaining Noteholders by depositing
such funds in a separate escrow account for the benefit of such Noteholders,
and the Master Servicer (if the Master Servicer has exercised its right to
purchase the Home Equity Loans) or the Administrator (in any other case) shall
give a second written notice to the remaining Noteholders to surrender their
Notes for cancellation and receive the final payment with respect thereto. If
within nine months after the second notice all the Notes shall not have been
surrendered for cancellation, the holder of the Ownership Interest will be
entitled to all remaining unclaimed funds and other assets which remain subject
hereto, and the Administrator upon transfer of such funds at the written
request of the Transferor shall be discharged of any responsibility for such
funds and the Noteholders shall look to the holder of the Ownership Interest
for payment.


                                      62
<PAGE>

                                  ARTICLE XI

                                 MISCELLANEOUS

         SECTION 11.1 Compliance Certificates and Opinions, etc.

         (a) Upon any application or request by the Issuer made 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, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with and (iii) (if required by the TIA)
an Independent Certificate from a firm of certified public accountants meeting
the applicable requirements of this Section 11.1, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture
(except in the case of the release of Home Equity Loans in accordance with the
Sale and Servicing Agreement), the Issuer shall, in addition to any obligation
imposed in Section 11.1(a) herein or elsewhere in this Indenture, furnish to
the Indenture Trustee an Officer's Certificate certifying or stating the
opinion of each person signing such certificate as to the fair value (within 90
days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.


                                      63
<PAGE>

        (ii) Whenever the Issuer is required to furnish to the Indenture
Trustee an Officer's Certificate certifying or stating the opinion of any
signer thereof as to the matters described in clause (i) above, the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to
the same matters, if the fair value to the Issuer of the Collateral, other
property or securities to be so deposited and of all other such Collateral,
other property or 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 aggregate Note Principal Amount of the
Notes, but such a certificate need not be furnished with respect to any
securities so deposited, if the fair value thereof to the Issuer as set forth
in the related Officer's Certificate is less than either (A) $25,000 or (B)
one percent of the aggregate Note Principal Amount of the Notes.

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

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

         SECTION 11.2 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 such officer's
certificate or opinion is based are erroneous. Any such certificate of an
Authorized Officer or Opinion of Counsel may be based, insofar as it relates to
factual matters, upon a certificate or opinion of, or representations by, an
officer or officers of the Master Servicer, the Transferor or the Issuer,


                                      64
<PAGE>


stating that the information with respect to such factual matters is in the
possession of the Master Servicer, the Transferor or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that the
certificate or opinion or representations with respect to such matters are
erroneous.

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

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

         SECTION 11.3 Acts of Noteholders.

         (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by
Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the 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 6.1 hereof)
conclusive in favor of the Indenture Trustee, the Administrator and the Issuer,
if made in the manner provided in this Section 11.3.

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

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

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

                                      65
<PAGE>

         SECTION 11.4 Notices. Any request, demand, authorization, direction,
instruction, notice, consent, waiver or Act of Noteholders or other documents
provided or permitted by this Indenture shall be in writing and if such
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders is to be made upon, given or furnished to or filed with:

         (a) the Indenture Trustee by any Noteholder, the Issuer, the Owner
Trustee or the Administrator shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing (including via facsimile) to or with
the Indenture Trustee at its Corporate Trust Office,

         (b) the Administrator by any Noteholder, the Issuer, the Owner Trustee
or the Indenture Trustee shall be sufficient for every purpose hereunder if
made, given, furnished or filed in writing (including via facsimile) to or with
the Administrator at its Corporate Trust Office,

         (c) the Owner Trustee by any Noteholder, the Issuer, the Administrator
or the Indenture Trustee shall be sufficient for every purchase hereunder if
made, given, furnised or filed in writing (including via facsimile) and mailed
first-class, postage prepaid to the Owner Trustee addressed to: Chase Bank USA,
National Association, c/o JPMorgan Chase, 500 Stanton Christiana Rd., Building
4 - 3rd Floor, Newark, DE 19713, Attention: Worldwide Securities Services
(facsimile number (302) 552-6280), or

         (d) the Issuer by the Indenture Trustee, the Administrator or any
Noteholder shall be sufficient for every purpose hereunder if in writing
(including via facsimile) and mailed first-class, postage prepaid to the Issuer
addressed to: HSBC Home Equity Loan Trust 2005-3, in care of the Owner Trustee
at Chase Bank USA, National Association, c/o JPMorgan Chase, 500 Stanton
Christiana Rd., Building 4 - 3rd Floor, Newark, DE 19713, Attention: Worldwide
Securities Services (facsimile number (302) 552-6280), and to the Master
Servicer addressed to: 2700 Sanders Road, Prospect Heights, Illinois 60070
(facsimile number (847) 205-7538), or at any other address previously furnished
in writing to the Indenture Trustee by the Issuer.

         Each of the Issuer, the Owner Trustee and the Administrator shall
promptly transmit to the Indenture Trustee any notice received by it from the
Noteholders.

         Notices required to be given to the Rating Agencies by the Indenture
Trustee, the Administrator or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in the
case of Fitch, at the following address: One State Street Plaza, New York, New
York 10007, (ii) in the case of Moody's, at the following address: 99 Church
Street, New York, New York 10007, and (iii) in the case of Standard & Poor's,
at the following address: 55 Water Street, New York, New York 10041; or as to
each of the foregoing, at such other address as shall be designated by written
notice to the other parties.

         SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice


                                      66
<PAGE>

nor any defect in any notice so mailed to any particular Noteholder shall
affect the sufficiency of such notice with respect to other Noteholders, and
any notice that is mailed in the manner herein provided shall conclusively be
presumed to have been duly given.

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

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

         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.

         SECTION 11.6 [Reserved].

         SECTION 11.7 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents. All
agreements of the Administrator in this Indenture shall bind its successors and
agents.

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

                                      67
<PAGE>


         SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

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

         SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Noteholders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

         SECTION 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee,
the Administrator or the Indenture Trustee on the Notes or under this Indenture
or the other Transaction Documents or any certificate or other writing
delivered in connection herewith or therewith, against (i) the Indenture
Trustee, the Administrator 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, the Administrator or the Owner Trustee in its individual
capacity, any holder of a beneficial interest in the Issuer, the Owner Trustee,
the Administrator or the Indenture Trustee or of any successor or assign of the
Indenture Trustee, the Administrator or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee, the Administrator 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


                                      68
<PAGE>

or obligations of the Issuer hereunder, the Owner Trustee shall be subject to,
and entitled to the benefits of, the terms and provisions of Articles VI, VII
and VIII of the Trust Agreement.

         SECTION 11.17 No Petition. The Indenture Trustee and the
Administrator, by entering into this Indenture, and each Noteholder, by
accepting a Note, hereby covenant and agree that they will not at any time
institute against the Transferor (and any wholly-owned subsidiary thereof), the
Depositor, the Master Servicer or the Issuer, or join in any institution
against the Transferor (and any wholly-owned subsidiary thereof), the
Depositor, the Master Servicer 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 Transaction Documents.

         SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by Independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts with the Issuer's
officers, employees, and Independent certified public accountants, all at such
reasonable times and as often as may be reasonably requested. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all
such information except to the extent disclosure may be required by law (and
all reasonable applications for confidential treatment are unavailing) and
except to the extent that the Indenture Trustee may reasonably determine that
such disclosure is consistent with its obligations hereunder.

         SECTION 11.19 Inconsistencies with the Sale and Servicing Agreement.
In the event certain provisions of this Indenture conflict with the provisions
of the Sale and Servicing Agreement, the parties hereto agree that the
provisions of the Sale and Servicing Agreement shall be controlling.

         SECTION 11.20 Third-Party Beneficiaries. This Indenture will inure to
the benefit of and be binding upon the parties hereto, the Noteholders, the
Note Owners and their respective successors and permitted assigns. Except as
otherwise provided in this Indenture, no other person will have any right or
obligation hereunder.

         SECTION 11.21 Limited Recourse.

         (a) Notwithstanding anything in this Indenture to the contrary, the
Notes constitute limited recourse obligations and are limited in recourse to
the assets of the Trust. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, agree that recourse for
the Notes is limited to the assets of the Trust and, if the assets of the Trust
shall prove to be insufficient to pay amounts due under the Notes, the
Noteholders shall have no claim against the assets of the Depositor other than
those which have been conveyed to the Trust.

         (b) If, notwithstanding paragraph (a) above, the Noteholders are
deemed to have any interest in any asset of the Depositor other than the
Depositor's interest in the assets of the Trust,


                                      69
<PAGE>


including any interest in assets of the Depositor, or any assets sold by the
Depositor to another trustee pursuant to a separate pooling and servicing
agreement, sale and servicing agreement or similar agreement, pledged to secure
debt obligations of the Depositor other than the Notes, the Indenture Trustee,
by entering into this Indenture, and each Noteholder, by accepting a Note,
agree that any such interest is subordinate to the claims of the holders of any
such debt obligations, and the Indenture Trustee and the Noteholders shall have
no rights in such assets until such debt obligations are indefeasibly paid in
full. The agreement of the Indenture Trustee and the Noteholders pursuant to
this Section 11.20 is intended to constitute a subordination agreement for the
purposes of Section 510(a) of title 11 of the United States Code, 11 U.S.C.
ss.ss. 101 et seq. (the "Bankruptcy Code").

         SECTION 11.22 Limitation on Voting of Preferred Stock. The Indenture
Trustee shall hold all of the Preferred Stock in trust, for the benefit of the
Noteholders, and shall vote such stock only pursuant to the written
instructions of the Majority Noteholder; provided that:

                  (i) any direction provided by the Majority Noteholder shall
         not be in conflict with any rule of law or with any of the Transaction
         Documents; and

                  (ii) the Trust and the Indenture Trustee may take any other
         action deemed proper by the Trust or the Indenture Trustee that is not
         inconsistent with any direction;

and provided further, however, that the Trust or the Indenture Trustee need
not take any action that it determines might involve it in liability or might
materially adversely affect the rights of any Noteholders not consenting to an
action.

         The Indenture Trustee shall not permit a transfer of any of the
Preferred Stock to HSBC Finance or any of its Affiliates. Concurrently with any
transfer of the Home Equity Loans to the Master Servicer or sale in connection
with any auction pursuant to Section 8.01(b) or 8.01(c), respectively, of the
Sale and Servicing Agreement, the Indenture Trustee shall transfer to the
Depositor for cancellation all shares of Preferred Stock held by the Indenture
Trustee.

         SECTION 11.23 Limitation of Liability. It is understood by each party
hereto that the sole recourse of each party hereto in respect of the
obligations of the Issuer hereunder and under the other Transaction Documents
to which it is a party shall be to the Trust Estate. In addition, Chase Bank
USA, National Association is executing this Indenture and other Transaction
Documents to which the Issuer is a party solely in its capacity as Owner
Trustee under the Trust Agreement and not in its individual capacity and in no
case shall Chase Bank USA, National Association (or any Person acting as
successor Owner Trustee under the Trust Agreement) be personally liable for or
on account of any of the statements, representations, warranties, covenants or
obligations stated to be those of the Issuer hereunder or thereunder, all such
liability, if any, being expressly waived by the parties hereto and any person
claiming by, through or under such party.

         SECTION 11.24 [Reserved].


                                      70
<PAGE>


         SECTION 11.25 Entire Agreement. This Indenture sets forth the entire
agreement between the parties with respect to the subject matter hereof and
thereof, and this Indenture supersedes and replaces any agreement or
understanding that may have existed between the parties prior to the date
hereof in respect of such subject matter.


                                      71
<PAGE>

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

                                 HSBC HOME EQUITY LOAN TRUST 2005-3
                                 By:   CHASE BANK USA, NATIONAL
                                       ASSOCIATION,
                                       not in its individual capacity but
                                       solely as Owner Trustee

                                 By:   /s/ John J. Cashin
                                       --------------------------
                                 Name:  John J. Cashin
                                 Title:  Vice President


                                 CHASE BANK USA, NATIONAL ASSOCIATION
                                 as Owner Trustee

                                 By:   /s/ John J. Cashin
                                       -------------------------
                                 Name:  John J. Cashin
                                 Title:  Vice President


                                 U.S. BANK NATIONAL
                                 ASSOCIATION as Indenture
                                 Trustee

                                 By:  /s/ Patricia M. Child
                                      --------------------------
                                 Name:  Patricia M. Child
                                 Title:  Vice President


                                 HSBC BANK USA, NATIONAL ASSOCIATION
                                 as Administrator

                                 By:  /s/ Susie Moy
                                      --------------------------
                                 Name:  Susie Moy
                                 Title:  Vice President


<PAGE>


STATE OF DELAWARE          )
                           ) SS.
COUNTY OF NEW CASTLE       )


         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared John J. Cashin, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of CHASE BANK USA,
NATIONAL ASSOCIATION, not in its individual capacity, but solely as Owner
Trustee on behalf of HSBC HOME EQUITY LOAN TRUST 2005-3, a Delaware statutory
trust, and that such person executed the same as the act of said statutory
trust for the purpose and consideration therein expressed, and in the
capacities therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 7th day of November, 2005.

                                /s/ Sarika M. Sheth
                                -----------------------------------------------
                                Notary Public in and for the State of Illinois


(Seal)

My commission expires:

January 13, 2007
-----------------


<PAGE>


STATE OF ILLINOIS          )
                           ) SS.
COUNTY OF COOK             )


         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Patricia M. Child, known
to me to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of U.S. BANK
NATIONAL ASSOCIATION, a national banking association, and that such person
executed the same as the act of said entity for the purpose and consideration
therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 9th day of November, 2005.


                                /s/ Melissa A. Rosal
                                -----------------------------------------------
                                Notary Public in and for the State of Illinois


(Seal)

My commission expires:

October 20, 2007
------------------------
<PAGE>


STATE OF NEW YORK          )
                           ) SS.
COUNTY OF NEW YORK         )


         BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Susie Moy, known to me to be
the person and officer whose name is subscribed to the foregoing instrument and
acknowledged to me that the same was the act of HSBC BANK USA, NATIONAL
ASSOCIATION, a national banking association, and that such person executed the
same as the act of said entity for the purpose and consideration therein stated.

         GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 9th day of November, 2005.

                                /s/ Ecliff Jackman
                                -----------------------------------------------
                                Notary Public in and for the State of New York


(Seal)

My commission expires:

June 28, 2008
------------------------

<PAGE>



                                   SCHEDULE A

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

         Each of the Issuer and the Owner Trustee hereby represents, warrants,
and covenants to the Indenture Trustee as to itself, the Depositor and the
Sellers as follows on the Closing Date and on each Payment Date thereafter:

                                    General
                                    -------

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

         2. The Home Equity Loans constitute "general intangibles" or
"instruments" within the meaning of the applicable UCC.

         3. The Collection Account and all subaccounts thereof constitute
either a deposit account or a securities account.

         4. To the extent that payments and collections received or made with
respect to the Home Equity Loans constitute securities entitlements, such
payments and collections have been and will have been credited to the
Collection Account. The securities intermediary for the Collection Account has
agreed to treat all assets credited to the Collection Account as "financial
assets" within the meaning of the applicable UCC.

                                   Creation
                                   --------

         5. The Issuer and the Owner Trustee own and have good and marketable
title to the Collateral free and clear of any Lien, claim or encumbrance of
any Person, excepting only liens for taxes, assessments or similar
governmental charges or levies incurred in the ordinary course of business
that are not yet due and payable or as to which any applicable grace period
shall not have expired, or that are being contested in good faith by proper
proceedings and for which adequate reserves have been established, but only so
long as foreclosure with respect to such a lien is not imminent and the use
and value of the property to which the Lien attaches is not impaired during
the pendency of such proceeding.

         6. (i) The Depositor has received all consents and approvals to the
sale of the Home Equity Loans to the Issuer required by the terms of the Home
Equity Loans that constitute instruments and (ii) each of the Originating
Sellers (as defined in the Transfer Agreement) has received all consents and
approvals to the sale of the Transferred Assets to the Issuer required by the
terms of the Home Equity Loans or Transferred Assets that constitute
instruments.

         7. To the extent the Collection Account or subaccounts thereof
constitute securities entitlements, certificated securities or uncertificated
securities, the Issuer has received all consents and approvals required to
transfer to the Indenture Trustee its interest and rights in the Collection
Account hereunder.


                                      A-1
<PAGE>

                                  Perfection
                                  ----------

         8. The Issuer has caused or will have caused, within ten days after
the effective date of this Indenture, the filing of all appropriate financing
statements in the proper filing office in the appropriate jurisdictions under
applicable law in order to perfect the pledge of the Collateral from the
Issuer and the Owner Trustee to the Indenture Trustee and the security
interest in the Collateral granted to the Indenture Trustee under this
Indenture.

         9. With respect to the Collection Account and all subaccounts that
constitute deposit accounts, either:

         (i) the Issuer has delivered to the Indenture Trustee a
fully-executed agreement pursuant to which the bank maintaining the deposit
accounts has agreed to comply with all instructions originated by the
Indenture Trustee directing disposition of the funds in the Collection Account
without further consent by the Issuer; or

         (ii) the Issuer has taken all steps necessary to cause the Indenture
Trustee to become the account holder of the Collection Account.

         10. With respect to the Collection Account or subaccounts thereof
that constitute securities accounts or securities entitlements, either:

         (i) the Issuer has caused or will have caused, within ten days after
the effective date of this Agreement, 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 the Collection
Account granted by the Issuer to the Indenture Trustee; or

         (ii) the Issuer has delivered to the Indenture Trustee a
fully-executed agreement pursuant to which the securities intermediary has
agreed to comply with all instructions originated by the Indenture Trustee
relating to the Collection Account without further consent by the Depositor;
or

         (iii) the Issuer has taken all steps necessary to cause the
securities intermediary to identify in its records the Indenture Trustee as
the person having a security entitlement against the securities intermediary
in the Collection Account.

                                   Priority
                                   --------

         11. Other than the transfer of the Transferred Assets to the Trust
under the Transfer Agreement, the transfer of the Home Equity Loans to the
Depositor under the Home Equity Loan Purchase Agreement, the transfer of the
Home Equity Loans to the Trust pursuant to the Sale and Servicing Agreement
and the security interest granted to the Indenture Trustee pursuant to this
Indenture, none of the Issuer, the Owner Trustee, the Depositor or the Sellers
has pledged, assigned, sold, granted a security interest in, or otherwise
conveyed any of the Collateral. None of the Issuer, the Owner Trustee, the
Depositor or the Sellers has authorized the filing of, or are aware of any
financing statements against the Issuer, the Owner Trustee, the Depositor or
any of the Sellers that include a description of collateral covering the
Collateral other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been
terminated.


                                      A-2
<PAGE>

         12. The Issuer is not aware of any judgment, ERISA or tax lien
filings against the Issuer, the Owner Trustee, the Depositor or any of the
Sellers.

         13. The Sellers have in their possession all original copies of the
Mortgage Notes that constitute or evidence the Home Equity Loans. To the
Issuer's knowledge, none of the instruments that constitute or evidence the
Home Equity Loans has any marks or notations indicating that they have been
pledged, assigned or otherwise conveyed to any Person other than the Issuer.
All financing statements filed or to be filed against the Issuer, the Owner
Trustee, the Depositor and the Sellers in favor of the Indenture Trustee in
connection herewith describing the Collateral contain a statement to the
following effect: "A purchase of or security interest in any collateral
described in this financing statement will violate the rights of the Indenture
Trustee."

         14. Neither the Collection Account nor any subaccount thereof is in
the name of any person other than the Issuer or the Indenture Trustee as
trustee under the Indenture or in the name of its nominee, including the
Administrator. The Issuer has not consented to the bank at which the
Collection Account is maintained complying with the direction of any person,
other than the Indenture Trustee or the Administrator, with respect to the
disposition of funds credited to the Collection Account.

         15. Survival of Perfection Representations. Notwithstanding any other
provision of this Agreement or any other transaction document, the Perfection
Representations contained in this Schedule shall be continuing, and remain in
full force and effect (notwithstanding any replacement of the Master Servicer
or Indenture Trustee or termination of the Master Servicer's or Indenture
Trustee's rights to act as such) until such time as all obligations under this
Agreement have been finally and fully paid and performed.

         16. No Waiver. The parties to this Agreement (i) shall not, without
obtaining a confirmation of the then-current ratings of the Notes, waive any
of the Perfection Representations, and (ii) shall provide the Rating Agencies
with prompt written notice of any breach of the Perfection Representations,
and shall not, without obtaining a confirmation of the then-current ratings of
the Notes (as determined after any adjustment or withdrawal of the ratings
following notice of such breach), waive a breach of any of the Perfection
Representations.

         17. Master Servicer to Maintain Perfection and Priority. The Issuer
shall cause the Master Servicer, in order to evidence the interests of the
Depositor, the Issuer, the Owner Trustee and the Indenture Trustee under the
Sale and Servicing Agreement, to take such action, or execute and deliver such
instruments (other than effecting a Filing (as defined below), unless such
Filing is effected in accordance with this paragraph) as may be necessary or
advisable (including, without limitation, such actions as are requested by the
Indenture Trustee) to maintain and perfect, as a first priority interest, the
Indenture Trustee's security interest in the Collateral. The Issuer shall
cause the Master Servicer to, from time to time and within the time limits
established by law, prepare and present to the Indenture Trustee for the
Indenture Trustee to authorize (based in reliance on the Opinion of Counsel
hereinafter provided for) the Master Servicer to file, all financing
statements, amendments, continuations, initial financing statements in lieu of
a continuation statement, terminations, partial terminations, releases or
partial releases, or any other filings necessary or advisable to continue,
maintain and perfect the Indenture Trustee's security interest in the
Collateral as a first-priority interest (each a "Filing"). The


                                      A-3
<PAGE>


Issuer shall cause the Master Servicer to present each such Filing to the
Indenture Trustee together with (x) an Opinion of Counsel to the effect that
such Filing is (i) consistent with grant of the security interest to the Trust
pursuant to Section 2.01 of the Sale and Servicing Agreement and the grant of
the security interest to the Indenture Trustee pursuant to this Indenture, (ii)
satisfies all requirements and conditions to such Filing in this Agreement and
(iii) satisfies the requirements for a Filing of such type under the Uniform
Commercial Code in the applicable jurisdiction (or if the Uniform Commercial
Code does not apply, the applicable statute governing the perfection of
security interests), and (y) a form of authorization for the Indenture
Trustee's signature. Upon receipt of such Opinion of Counsel and form of
authorization, the Indenture Trustee shall promptly authorize in writing the
Master Servicer to, and the Issuer shall cause the Master Servicer to, effect
such Filing under the Uniform Commercial Code without the signature of the
Depositor, the Owner Trustee or the Trust or the Indenture Trustee where
allowed by applicable law. Notwithstanding anything else in the transaction
documents to the contrary, the Master Servicer shall not have any authority to
effect a Filing without obtaining written authorization from the Indenture
Trustee.

                                      A-4
<PAGE>


                                  SCHEDULE B

                           HOME EQUITY LOAN SCHEDULE




                     [On file with the Indenture Trustee]


                                      B-1
<PAGE>

                                   EXHIBIT A

                                 FORM OF NOTES

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


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

<TABLE>
<CAPTION>
No. [A-1][A-2][M-1][M-2]-[ ]                      CUSIP NO.  [o]

<S>                                               <C>
Initial Note Principal Amount of this Class:      Initial Note Principal Amount of this Note:
$[o]                                              $[o]
</TABLE>


                       HSBC HOME EQUITY LOAN TRUST 2005-3

         CLOSED-END HOME EQUITY LOAN ASSET BACKED NOTES, SERIES 2005-3
                           CLASS [A-1][A-2][M-1][M-2]

         HSBC HOME EQUITY LOAN TRUST 2005-3, a statutory trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Trust"), for value received, hereby promises to pay to CEDE & CO., or
registered assigns, the principal sum of $____________ payable on each Payment
Date in an amount equal to the result obtained by multiplying (i) a fraction
the numerator of which is the Initial Note Principal Amount of this Note and
the denominator of which is the Initial Note Principal Amount of this Class by
(ii) the aggregate amount, if any, payable from the Collection Account in
respect of principal on the Note pursuant to Section 5.01 of the Sale and
Servicing Agreement dated as of November 9, 2005 (the "Sale and Servicing
Agreement"), among the Trust, HSBC Home Equity Loan Corporation I, as
Depositor (the "Depositor"), HSBC Finance Corporation, as Master Servicer
("HSBC Finance"), U.S. Bank National Association, a national banking
association, as Indenture Trustee (the "Indenture Trustee") and HSBC Bank USA,
National Association as Administrator (the "Administrator"); provided,
however, that the entire unpaid principal amount of this Note shall be due and
payable on the earliest to occur of (i) the Payment Date occurring in January
2035 (the "Final Scheduled Payment Date"), (ii) the Redemption Date or (iii)
the date on which an Event of Default under the Indenture dated November 9,
2005, between the Trust, the


                                      A-1
<PAGE>

Indenture Trustee and the Administrator shall have occurred and be continuing,
if the Indenture Trustee or the Holders of Notes representing not less than
66?% of the Outstanding Amount of the Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 of the
Indenture. Capitalized terms used but not defined herein are defined in Article
I of the Indenture, which also contains rules as to construction that shall be
applicable herein.

         The Trust will pay interest on this Note at the rate per annum
described in the Sale and Servicing Agreement with respect to the Note on the
Note Principal Amount of this Note outstanding on the preceding Payment Date
(after giving effect to all payments of principal made on the preceding
Payment Date) on each Payment Date until the principal of this Note is paid or
made available for payment in full. Interest on this Note will accrue for each
Payment Date during the period from and including the preceding Payment Date
to the day immediately preceding such Payment Date (or, in the case of the
first Payment Date, the period from and including the Closing Date to the day
immediately preceding the first Payment Date) (each, an "Accrual Period").
Interest will be computed on the basis of the actual number of days in each
Accrual Period and a 360-day year. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

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

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

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


                                      A-2
<PAGE>


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

Date:  November 9, 2005

                                     HSBC HOME EQUITY LOAN TRUST 2005-3

                                     By:  CHASE BANK USA, NATIONAL ASSOCIATION,
                                          not in its individual capacity but
                                          solely as Owner Trustee under the
                                          Trust Agreement



                                     By: ____________________________
                                          Authorized Signatory



                 ADMINISTRATOR'S CERTIFICATE OF AUTHENTICATION

This is one of the Class [A-1][A-2][M-1][M-2] Notes designated above and
referred to in the within-mentioned Indenture.

Date:  November 9, 2005

                                     HSBC BANK USA, NATIONAL ASSOCIATION,
                                     not in its individual capacity but
                                     solely as Administrator



                                     By: ____________________________
                                          Authorized Signatory




                                      A-3
<PAGE>


                               (REVERSE OF NOTE)

         This Note is one of a duly authorized issue of Notes of the Trust,
designated as Closed-End Home Equity Loan Asset Backed Notes, Series 2005-3,
all issued under the Indenture, to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Trust, the Owner Trustee,
the Indenture Trustee, the Administrator and the Holders of the Notes. The
Notes are subject to all terms of the Indenture.

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

         Principal of the Notes will be payable on each Payment Date in an
amount described on the face hereof. "Payment Date" means the 20th day of each
month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing in November 2005.

         As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Final Scheduled Payment Date
and the Redemption Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable on the date on which an
Event of Default under the Indenture shall have occurred and be continuing and
the Indenture Trustee, upon the prior written direction of the Holders of
Notes representing not less than 66?% of the Outstanding Amount of the Notes,
shall have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Notes
shall be made pro rata to the Holders of the Notes entitled thereto.

         Payments of interest on this Note due and payable on each Payment
Date, together with the related installment of principal, if any, to the
extent not in full payment of this Note, shall be made by wire transfer of
immediately available funds to, or by check or money order mailed to the
Person whose name appears as the Registered Holder of this Note (or one or
more Predecessor Notes) on the Note Register as of the close of business on
each Record Date, or upon written request by a Noteholder delivered to the
Administrator at least five Business Days prior to such Record Date, by wire
transfer (but only if such Noteholder is the Depository or such Noteholder
owns of record one or more Notes having principal denominations aggregating at
least $1,000,000) or by such other means of payment as the Noteholder and the
Administrator shall agree. Such checks or money orders shall be mailed to the
Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this
Note be submitted for notation of payment. Any reduction in the principal
amount of this Note (or any one or more Predecessor Notes) effected by any
payments made on any Payment Date shall be binding upon all future Holders of
this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon. If funds
are expected to be available, as provided in the Indenture, for payment in
full of the then remaining unpaid principal amount of this Note on a Payment
Date, then the Administrator, in the name of and on behalf of the Trust and in
accordance with the terms of the Indenture, will notify the Person who was the
Registered Holder hereof as of the Record Date preceding such Payment Date by
notice mailed or transmitted by facsimile prior to such Payment Date, and the
amount then due and payable shall be payable only upon


                                      A-4
<PAGE>


presentation and surrender of this Note at the Administrator's Corporate Trust
Office or at the office of the Administrator's agent appointed for such
purposes located in New York, New York.

         As provided in the Sale and Servicing Agreement, the Notes may be
redeemed in whole, but not in part, at the option of the Master Servicer, on
any Payment Date after the Payment Date on which the Note Principal Amount of
the Notes is less than or equal to 15% of the aggregate Initial Note Principal
Amount of the Notes after giving effect to all payments on such Payment Date.

         As provided in the Indenture, if the full amount of principal and
interest then due on the Notes is not paid by the Payment Date in October
2015, the Indenture Trustee or an agent thereof will begin an auction process
for the sale of the remaining Home Equity Loans. If the Indenture Trustee
receives a bid meeting the conditions specified in the Indenture, the
remaining Home Equity Loans will be sold and the Trust will use the proceeds
of such sale to redeem the Notes.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note
Register upon surrender of this Note for registration of transfer at the
office or agency designated by the Trust pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Note Registrar duly executed by, the Holder hereof or such
Holder's attorney duly authorized in writing, with such signature guaranteed
by an "eligible guarantor institution" meeting the requirements of the Note
Registrar, which requirements include membership or participation in the
Securities Transfer Agent's Medallion Program ("STAMP") or such other
"signature guarantee program" as may be determined by the Note Registrar in
addition to, or in substitution for, STAMP, all in accordance with the
Securities Exchange Act of 1934, as amended, and thereupon one or more new
Notes of authorized denominations and in the same aggregate principal amount
will be issued to the designated transferee or transferees. No service charge
will be charged for any registration of transfer or exchange of this Note, but
the Trust may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

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


                                      A-5
<PAGE>

         Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, covenants and agrees
that such Noteholder or Note Owner will not at any time institute against the
Transferor (and any wholly-owned subsidiary thereof), the Depositor, the
Master Servicer or the Trust, or join in any institution against the
Transferor (and any wholly-owned subsidiary thereof), the Depositor, the
Master Servicer or the Trust of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the Transaction
Documents.

         Each Person that acquires a Note shall be required to represent, or
in the case of a Book-Entry Note, will be deemed to represent by its
acceptance of the Note, that (i) it is not, and is not acquiring the Note on
behalf of or with "plan assets" (as determined under Department of Labor
Regulation ss. 2510.3-101 or otherwise) of an employee benefit plan or other
plan that is subject to Title I of ERISA or Section 4975 of the Code or any
substantially similar federal, state or local law ("Similar Law"), or (ii) its
acquisition and holding of the Note are eligible for relief under Prohibited
Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60,
PTCE 96-23 or a similar exemption, or in the case of a plan subject to Similar
Law, will not result in a nonexempt violation of such Similar Law.

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

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

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


                                      A-6
<PAGE>

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

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

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

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

         Anything herein to the contrary notwithstanding, except as expressly
provided in the Transaction Documents, none of the Owner Trustee in its
individual capacity, any owner of a beneficial interest in the Trust, or any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall
recourse be had to any of them for, the payment of principal of or interest on
this Note or performance of, or omission to perform, any of the covenants,
obligations or indemnifications contained in the Indenture. The Holder of this
Note by its acceptance hereof agrees that, except as expressly provided in the
Transaction Documents, in the case of an Event of Default under the Indenture,
the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Trust for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.


                                      A-7
<PAGE>


                                  ASSIGNMENT

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

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


-------------------------------------------------------------------------------
                         (name and address of assignee)

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

Dated:_____________________

                                                                              */
                                            -----------------------------------
                                          Signature Guaranteed:


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


----------------
*/ NOTICE: The signature to this assignment must correspond with the name of
the registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting
the requirements of the Note Registrar, which requirements include membership
or participation in STAMP or such other "signature guarantee program" as may
be determined by the Note Registrar in addition to, or in substitution for,
STAMP, all in accordance with the Securities Exchange Act of 1934, as amended.


                                      A-8