INDENTURE

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EXHIBIT 10.2

EXECUTION COPY
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PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2F

Issuer

and

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

Indenture Trustee

_________________________________________

INDENTURE

Dated as of June 1, 1998

__________________________________________

PACIFICAMERICA HOME EQUITY LOAN ASSET-BACKED NOTES,
SERIES 1998-2F, CLASS A-F

_____________

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TABLE OF CONTENTS

Section Page

ARTICLE I

Definitions

1.01. Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
1.02. Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . . . 2
1.03. Rules of Construction. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3

ARTICLE II

Original Issuance of Notes

2.01. Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
2.02. Execution, Authentication and Delivery . . . . . . . . . . . . . . . . . . . . . . . . 4
2.03. Acceptance of Mortgage Loans by Indenture Trustee . . . . . . . . . . . . . . . . . . 4

ARTICLE III

Covenants

3.01. Collection of Payments with respect to the Mortgage Loans . . . . . . . . . . . . . . 5
3.02. Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
3.03. Money for Payments To Be Held in Trust; Paying Agent . . . . . . . . . . . . . . . . . 6
3.04. Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
3.05. Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 8
3.06. Protection of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.07. Opinions as to Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
3.08. Performance of Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.09. Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
3.10. Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . . . 12
3.11. [Reserved] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.12. Representations and Warranties Concerning the Mortgage Loans . . . . . . . . . . . . . 13
3.13. Amendments to Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.14. Servicer as Agent and Bailee of the Indenture Trustee . . . . . . . . . . . . . . . . 13
3.15. Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
3.16. Issuer May Consolidate, etc. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
3.17. Successor or Transferee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.18. No Other Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.19. No Borrowing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.20. Guarantees, Loans, Advances and Other Liabilities . . . . . . . . . . . . . . . . . . 16
3.21. Capital Expenditures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.22. Treatment of Notes as Debt for Tax Purposes . . . . . . . . . . . . . . . . . . . . . 16

3.23. Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
3.24. Notice of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.25. Further Instruments and Acts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.26. Statements to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.27. Determination of Note Interest Rate. . . . . . . . . . . . . . . . . . . . . . . . . . 17
3.28. Claims Upon the Policy; Policy Payments Account . . . . . . . . . . . . . . . . . . . 17

ARTICLE IV

The Notes; Satisfaction and Discharge of Indenture

4.01. The Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
4.02. Registration of and Limitations on Transfer and Exchange
of Notes; Appointment of Certificate Registrar . . . . . . . . . . . . . . 19
4.03. Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . . . . . . . . 20
4.04. Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.05. Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
4.06. Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.07. Notices to Depository . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.08. Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
4.09. Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
4.10. Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . . . 23
4.11. Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
4.12. Subrogation and Cooperation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
4.13. Repayment of Monies Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . . . 26
4.14. Temporary Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26

ARTICLE V

Default and Remedies

5.01. Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 26
5.02. Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . . . 27
5.03. Collection of Indebtedness and Suits for Enforcement by Indenture
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 27
5.04. Remedies; Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
5.05. Optional Preservation of the Trust Estate . . . . . . . . . . . . . . . . . . . . . . 32
5.06. Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
5.07. Unconditional Rights of Noteholders To Receive Principal and Interest . . . . . . . . 33
5.08. Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.09. Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.10. Delay or Omission Not a Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.11. Control by Note Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 33
5.12. Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.13. Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
5.14. Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . . . 35

5.15. Sale of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
5.16. Action on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
5.17. Performance and Enforcement of Certain Obligations . . . . . . . . . . . . . . . . . . 37

ARTICLE VI

The Indenture Trustee

6.01. Duties of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
6.02. Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39
6.03. Individual Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . 40
6.04. Indenture Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.05. Notice of Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.06. Tax Administration of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.07. Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
6.08. Replacement of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
6.09. Successor Indenture Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . . 42
6.10. Appointment of Co-Indenture Trustee or Separate Indenture Trustee . . . . . . . . . . 42
6.11. Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.12. Preferential Collection of Claims Against Issuer . . . . . . . . . . . . . . . . . . . 44
6.13. Representations and Warranties . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
6.14. Directions to Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
6.15. The Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45

ARTICLE VII

Noteholders' Lists and Reports

7.01. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
7.02. Preservation of Information; Communications to Noteholders . . . . . . . . . . . . . . 45
7.03. Reports by the Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
7.04. Reports by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.05. Statements to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
7.06. Books and Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

ARTICLE VIII

Accounts, Disbursements and Releases

8.01. Collection of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.02. Trust Accounts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
8.03. Officer's Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.04. Termination Upon Distribution to Noteholders . . . . . . . . . . . . . . . . . . . . . 50
8.05. Release of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
8.06. Surrender of Notes Upon Final Payment . . . . . . . . . . . . . . . . . . . . . . . . 51

8.07. Optional Redemption of the Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE IX

Supplemental Indentures

9.01. Supplemental Indentures Without Consent of Noteholders . . . . . . . . . . . . . . . . 52
9.02. Supplemental Indentures With Consent of Noteholders . . . . . . . . . . . . . . . . . 53
9.03. Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.04. Effect of Supplemental Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.05. Conformity with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . . 55
9.06. Reference in Notes to Supplemental Indentures . . . . . . . . . . . . . . . . . . . . 55

ARTICLE X

Miscellaneous

10.01. Compliance Certificates and Opinions, etc . . . . . . . . . . . . . . . . . . . . . . 56
10.02. Form of Documents Delivered to Indenture Trustee . . . . . . . . . . . . . . . . . . . 57
10.03. Acts of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
10.04. Notices, etc., to Indenture Trustee, Issuer, Note Insurer and Rating
Agencies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
10.05. Notices to Noteholders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
10.06. Conflict with Trust Indenture Act. . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.07. Effect of Headings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.08. Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.09. Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.10. Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.11. Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.12. GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.13. Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61
10.14. Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.15. Issuer Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.16. No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
10.17. Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62

ARTICLE XI

Certain Matters Regarding the Note Insurer

11.01. Certain Rights of the Note Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . 63
11.02. Indenture Trustee To Act Solely with Consent of the Note Insurer . . . . . . . . . . . 63
11.03. Trust Estate and Accounts Held for Benefit of the Note Insurer
and the Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.04. Effect of Payments by the Note Insurer; Subrogation . . . . . . . . . . . . . . . . . 64
11.05. Insolvency Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
11.06. Notices to the Note Insurer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65

Signatures and Seals . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 59
Acknowledgments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60

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EXHIBITS

Exhibit A - Form of Notes
Exhibit B - Trustee's Initial Certification
Exhibit C - Trustee's Final Certification
Exhibit D - Mortgage Loan Schedule

Appendix A Definitions

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This Indenture, dated as of June 1, 1998, between
PacificAmerica Home Equity Loan Trust Series 1998-2F, a Delaware business
trust, as Issuer (the "Issuer"), and Bankers Trust Company of California, N.A.,
a national banking association, as Indenture Trustee (the "Indenture Trustee"),

WITNESSETH THAT:

Each party hereto agrees as follows for the benefit of the
other party and for the equal and ratable benefit of the Holders of the
PacificAmerica Home Equity Loan Asset-Backed Notes, Series 1998-2F, Class A-F
(the "Notes") and the Note Insurer.

GRANTING CLAUSE

The Issuer hereby Grants to the Indenture Trustee at the
Closing Date, as Indenture Trustee for the benefit of the Holders of the Notes
and the Note Insurer, all of the Issuer's right, title and interest in and to
whether now existing or hereafter created by (a) the Initial Mortgage Loans
(including all principal payments thereon due after the Cut-Off Date, all other
payments of principal thereon due and collected after the Cut-Off Date, and all
payments of interest thereon due and collected on or after June 1, 1998, minus
that portion of any such payment which is allocable to the period prior to June
1, 1998), the Subsequent Mortgage Loans, the Eligible Substitute Mortgage Loans
and the proceeds thereof and all rights under the Related Documents (including
the related Mortgage Files); (b) all funds on deposit from time to time in the
Collection Account allocable to the Mortgage Loans excluding any investment
income from such funds; (c) all funds on deposit from time to time in the
Payment Account and in all proceeds thereof, including any income on funds
deposited in, or investments made with funds deposited in, the Payment Account,
which income shall belong to, and be for the account of, the Indenture Trustee;
(d) all funds on deposit from time to time in the Interest Coverage Account
(other than any income thereon) and the Pre-Funding Account; (e) all rights
under the (i) Home Equity Loan Purchase Agreement as assigned to the Issuer,
(ii) the Servicing Agreement and any Subservicing Agreements and (iii) any
title and hazard insurance policies with respect to the Mortgaged Properties;
and (f) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under, and all
proceeds of every kind and nature whatsoever in respect of, any or all of the
foregoing and all payments on or under, and all proceeds of every kind and
nature whatsoever in the conversion thereof, voluntary or involuntary, into
cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, checks, deposit accounts, rights to
payment of any and every kind, and other forms of obligations and receivables,
instruments and other property which at any time constitute all or part of or
are included in the proceeds of any of the foregoing (collectively, the "Trust
Estate" or the "Collateral").

The foregoing Grant is made in trust to secure (i) 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, (ii) the
payment of all other amounts payable under this Indenture and (iii) compliance
with the provisions of this Indenture, all as provided in this Indenture.
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The Indenture Trustee, as trustee on behalf of the Holders of
the Notes and the Note Insurer, acknowledges such Grant, accepts the trust
under this Indenture in accordance with the provisions hereof and agrees to
perform its duties as Indenture Trustee as required herein. The Indenture
Trustee agrees that it will hold the Note Insurance Policy in trust and that it
will hold any proceeds of any claim made upon the Note Insurance Policy solely
for the use and benefit of the Holders of the Notes in accordance with the
terms hereof and the terms of the Note Insurance Policy.

The Indenture Trustee further acknowledges that in the event
the conveyance of the Mortgage Loans by the Company to the Issuer pursuant to
the Trust Agreement is determined to constitute a financing, the Indenture
Trustee holds the Mortgage Loans as the designee of the Issuer, subject,
however, to a prior lien in favor of the Noteholders and the Note Insurer.

The Indenture Trustee further acknowledges that in the event
(i) the transfer of the Initial Mortgage Loans from the Seller to the Company
pursuant to the Home Equity Loan Purchase Agreement is determined to be a
financing; (ii) the transfer of the Initial Mortgage Loans from the Company to
the Issuer pursuant to the Trust Agreement is determined to be a financing,
and/or (iii) the conveyance of the Subsequent Mortgage Loans by the Seller to
the Issuer pursuant to the Home Equity Loan Purchase Agreement is determined to
constitute a financing, then in each case the Indenture Trustee holds the
Mortgage Loans as the designee and bailee of the Company and the Issuer,
respectively, subject however, in each case, to a prior lien in favor of the
Noteholders and the Note Insurer pursuant to the terms of this Indenture.

ARTICLE I

Definitions

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

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

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

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"indenture to be qualified" means this Indenture.

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

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

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

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

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

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

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

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

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

ARTICLE II

Original Issuance of Notes

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

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

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

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

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

The Indenture Trustee shall upon Issuer Request authenticate
and deliver Notes for original issue in an aggregate initial principal amount
of $62,036,000.

The Notes that are authenticated and delivered by the
Indenture Trustee to or upon the order of the Issuer on the Closing Date shall
be dated June 25, 1998. All other Notes that are authenticated after the
Closing Date shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes and the Notes shall be issuable in the minimum
initial Note Principal Balances of $25,000 and in integral multiples of $1,000
in excess thereof.

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

Section 2.03. Acceptance of Mortgage Loans by Indenture Trustee.
(a) The Indenture Trustee acknowledges receipt of, subject to the review
described below and any exceptions it notes pursuant to the procedures
described below, the documents (or certified copies thereof) referred to in
Section 2.2 of the Home Equity Loan Purchase Agreement and declares that it
holds and will continue to hold those documents and any amendments,
replacements or supplements thereto and all other assets of the Trust Estate as
Indenture Trustee in trust for the use and benefit of all present and future
Holders of the Notes and the Note Insurer. No later than 45 days after the
Closing Date and each Subsequent Transfer Date (or, with respect to any
Eligible Substitute Mortgage Loan, within 5 Business Days after the receipt by
the Indenture Trustee thereof and, with respect to any documents received
beyond 45 days after the Closing Date, promptly thereafter), the Indenture
Trustee agrees, for the benefit of the Noteholders and the Note Insurer, to
review each Mortgage File delivered to it and to execute and deliver, or cause
to be executed and delivered, to the Seller and the Note Insurer an initial
certification in the form annexed hereto as Exhibit B. In conducting such
review, the Indenture Trustee will ascertain whether all required documents
described in Section 2.2 of the Home Equity Loan Purchase Agreement have been
executed and received and whether those documents relate, determined on the
basis of the Mortgagor name, original principal balance and loan number, to the
Mortgage Loans it has received, as identified in Exhibit D to this Indenture,
as supplemented (provided, however, that

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with respect to those documents described in subclause (vi) of such section,
the Indenture Trustee's obligations shall extend only to documents actually
delivered pursuant to such subclause). In performing any such review, the
Indenture Trustee may conclusively rely on the purported due execution and
genuineness of any such document and on the purported genuineness of any
signature thereon. If the Indenture Trustee finds that any document
constituting part of the Mortgage File not to have been executed or received,
or to be unrelated to the Mortgage Loans identified in Exhibit D or to
Attachment B to Exhibit 2 of the Home Equity Loan Purchase Agreement, the
Indenture Trustee shall promptly notify the Seller and the Note Insurer of such
finding and the Seller's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan.

(b) No later than 180 days after the Closing Date, the
Indenture Trustee will review, for the benefit of the Noteholders and the Note
Insurer, the Mortgage Files and will execute and deliver or cause to be
executed and delivered to the Seller and the Note Insurer, a final
certification in the form annexed hereto as Exhibit C. In conducting such
review, the Indenture Trustee will ascertain whether an original of each
document described in subclauses (ii) and (iv) of Section 2.2 of the Home
Equity Loan Purchase Agreement required to be recorded has been returned from
the recording office with evidence of recording thereon or a certified copy has
been obtained from the recording office. If the Indenture Trustee finds any
document constituting part of the Mortgage File has not been received, or to be
unrelated, determined on the basis of the Mortgagor name, original principal
balance and loan number, to the Mortgage Loans identified in Exhibit D or to
Attachment B to Exhibit 2 of the Home Equity Loan Purchase Agreement, the
Indenture Trustee shall promptly notify the Seller and the Note Insurer of such
finding and the Seller's obligation to cure such defect or repurchase or
substitute for the related Mortgage Loan.

(c) Upon deposit of the Repurchase Price in the Payment
Account and receipt of a Request for Release in the form of Exhibit B to the
Servicing Agreement, the Indenture Trustee shall release to the Seller the
related Mortgage File and shall execute and deliver all instruments of transfer
or assignment, without recourse, furnished to it by the Seller as are necessary
to vest in the Seller title to and rights under the related Mortgage Loan.
Such purchase shall be deemed to have occurred on the date on which
certification of the deposit of the Repurchase Price in the Payment Account was
received by the Indenture Trustee. The Indenture Trustee shall amend the
applicable Mortgage Loan Schedule to reflect such repurchase and shall promptly
notify the Master Servicer, the related Sub-Servicer, the Note Insurer and the
Rating Agencies of such amendment.

ARTICLE III

Covenants

Section 3.01. Collection of Payments with respect to the Mortgage
Loans. The Indenture Trustee shall establish and maintain an Eligible Account
(the "Payment Account"), held in trust for the benefit of the Noteholders and
the Note Insurer. The Indenture Trustee shall, subject to the terms of this
paragraph, deposit in the Payment Account, (i) on the date of receipt (if
received

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prior to 3:00 p.m. Eastern Standard Time, and if not, then on the Business Day
following receipt) from the Master Servicer or any Sub-Servicer, each
remittance received by the Indenture Trustee with respect to the Mortgage Loans
and (ii) amounts transferred from the Pre-Funding Account, the Interest
Coverage Account and the Class A-F Escrow Account. The Indenture Trustee shall
make all payments of principal of and interest on the Notes, subject to Section
3.03, as provided in Section 3.05 from monies on deposit in the Payment
Account.

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

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

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

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

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

(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;

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

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

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

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

Subject to applicable laws with respect to escheat of funds,
any money held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note (other than amounts paid
under the Note Insurance Policy) and remaining unclaimed for one year after
such amount has become due and payable shall be discharged from such trust and
be paid to the Issuer; and the Holder of such Note shall thereafter, as an
unsecured general creditor, look only to the Issuer for payment thereof (but
only to the extent of the amounts so paid to the Issuer), and all liability of
the Indenture Trustee or such Paying Agent with respect to such trust money
shall thereupon cease; provided, however, that the Indenture Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense and direction of the Issuer cause to be published once, in an
Authorized Newspaper, notice that such money remains unclaimed and that, after
a date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
paid to the Issuer. The Indenture Trustee with the consent of the Note
Insurer, so long as no Note Insurer Default exists, may also adopt and employ,
at the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

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

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

(b) Any successor to the Owner Trustee appointed pursuant
to Section 9.03 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 3.05. Payment of Principal and Interest. (a) On each
Payment Date from amounts on deposit in the Payment Account in accordance with
Section 8.02 hereof, the Indenture Trustee shall pay to the Noteholders and to
other Persons the amounts to which they are entitled as set forth below;
provided, however, that any amounts representing payments from the Note Insurer
shall be used only to pay interest and principal to the Noteholders pursuant to
clauses (iii) and (iv):

(i) to the Indenture Trustee, the Indenture Trustee
Fee and, payable on the Payment Date occurring each July commencing in
July 1998, to the Owner Trustee, the Owner Trustee Fee;

(ii) to the Note Insurer, the Note Insurance
Premium;

(iii) to the Noteholders, the Interest Payment
Amount with respect to such Payment Date, less the sum of any
Prepayment Interest Shortfalls for such Payment Date, to the extent
not covered by Compensating Interest payments by the Master Servicer,
and any Relief Act Shortfalls for such Payment Date;

(iv) to the Noteholders, as principal on the Notes,
the Principal Payment Amount with respect to such Payment Date;

(v) to the Note Insurer, the sum of (a) all amounts
previously paid by the Note Insurer under the Note Insurance Policy
which have not previously been reimbursed, (b) any other amounts due
to the Note Insurer pursuant to the Insurance Agreement, to the extent
not previously paid or reimbursed and (c) interest on the foregoing as
set forth in the Insurance Agreement from the date such amounts become
due until paid in full;

(vi) to the Class A-V Payment Account, any amounts
required to pay (x) the amount by which the Class A-V Interest Payment
Amount (not including any Class A-V Carry-Forward Amount for such
Payment Date) exceeds the Class A-V Available Funds due to Class A-V
Realized Losses or the failure of any Mortgagor to make an interest
payment on or before the date on which it is due and (y) any Class A-V
Realized Losses relating to the Class A-V Notes on such Class A-V
Payment Date or any previous Class A-V Payment Date;

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(vii) to the Note Insurer, the sum of (a) all
payments previously paid by the Note Insurer under the Class A-V Note
Insurance Policy which have not previously been reimbursed, (b) any
other amounts due to the Note Insurer pursuant to the Series 1998- 2V
Insurance Agreement, to the extent not previously paid or reimbursed
and (c) interest on the foregoing as set forth in the 1998-2V
Insurance Agreement from the date such amounts become due until paid
in full;

(viii) to the Noteholders, as principal on the
Notes, the Subordination Increase Amount for such Payment Date;

(ix) to the Noteholders, any unpaid Prepayment
Interest Shortfalls and Relief Act Shortfalls for such Payment Date;

(x) to the Indenture Trustee, any amounts owing to
the Indenture Trustee under any Basic Documents remaining unpaid;

(xi) to the Master Servicer, any amounts owing to
the Master Servicer pursuant to Section 5.03 of the Servicing
Agreement in connection with the indemnity by the Issuer thereunder;
and

(xii) any remaining amount, to the Certificate
Paying Agent, on behalf of the Certificateholders; provided, however,
that if such Payment Date is the final Payment Date with respect to
the Notes (as a result of the exercise of the redemption or final
maturity of the Notes) and at such date the Class A-V Subordination
Amount is less than the Class A-V Required Subordination Amount, such
remaining amount shall be transferred to the Escrow Account.

The Indenture Trustee shall make claims under the Note
Insurance Policy pursuant to Section 3.28 of this Indenture and in accordance
with the Note Insurance Policy. The Indenture Trustee shall deposit any
Scheduled Payment received from the Note Insurer in the Policy Payment Account.
All amounts received under the Note Insurance Policy shall be used solely for
the payment to Holders of principal and interest on the Notes pursuant to
Section 3.05 of the Indenture.

On each Payment Date, the Certificate Paying Agent shall
deposit in the Certificate Distribution Account all amounts it received
pursuant to this Section 3.05 for the purpose of distributing such funds to the
Certificateholders after payment of trust expenses to the Owner Trustee or the
Indenture Trustee pursuant to the Trust Agreement.

Interest will accrue on the Notes during an Interest Period on
the basis of a 360-day year consisting of twelve 30-day months.

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, so long as the Notes are Book-Entry Notes
registered in the name of the Depository or its nominee, be

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paid by wire transfer to the Depository or its nominee; otherwise if such
Holder shall have so requested of the Indenture Trustee in writing at least
five Business Days prior to the related Record Date and such Holder holds Notes
of an aggregate initial Note Principal Balance of at least $5,000,000, such
installment shall be paid by wire transfer to an account specified by such
Holder, and in all other cases or if no such instructions have been delivered
to the Indenture Trustee, by check to such Noteholder mailed to such Holder's
address as it appears in the Note Register in the amount required to be
distributed to such Holder on such Payment Date; provided, however, that the
Indenture Trustee shall not pay to such Holders any amount required to be
withheld from a payment to such Holder by the Code. The Indenture Trustee may
deduct a reasonable wire transfer fee from any payment made by wire transfer.

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

(c) The Indenture Trustee shall establish and maintain an
Eligible Account (the "Escrow Account"), held in trust for the benefit of the
Class A-V Noteholders and the Note Insurer. The Indenture Trustee shall
deposit in the Escrow Account amounts received from the Payment Account
pursuant to Section 3.05(a)(xii). If the Indenture Trustee shall not have
received an investment direction from the holder of a majority of the
Certificates (the "Majority Certificateholder"), the Indenture Trustee will
invest funds deposited in the Escrow Account in Eligible Investments of the
kind described in clause (vii) of the definition of Eligible Investments with a
maturity date no later than the second Business Day preceding each Class A-V
Payment Date. The Trust shall be the owner of the Escrow Account and shall
report all items of income, deduction, gain or loss arising therefrom. The
Majority Certificateholder shall deposit in the Escrow Account the amount of
any net loss incurred in respect of any such Eligible Investment immediately
upon realization of such loss without any right of reimbursement therefor.
Amounts on deposit in the Escrow Account shall be withdrawn by the Indenture
Trustee as follows:

(A) On any Class A-V Payment Date, the Indenture Trustee
shall withdraw from the Escrow Account an amount equal to the Escrow
Amount and such amount shall be paid to the Class A-V Payment Account
for payment to the Class A-V Notes in accordance with the Class A-V
Indenture; and

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(B) On any Class A-F Payment Date in March of each year,
the Indenture Trustee shall withdraw from the Escrow account any
interest income or gain necessary to pay any taxes incurred on such
income or gain and then release any other amounts attributable to
income or gain to the Majority Certificateholder.

Upon termination of the Escrow Account, the Indenture Trustee
shall deposit any remaining funds in the Certificate Distribution Account for
the purpose of distributing such funds to the Certificateholders after payment
of trust expenses to the Owner Trustee or the Indenture Trustee pursuant to the
Trust Agreement.

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

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

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

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

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

(b) Except as otherwise provided in this Indenture, the
Indenture Trustee shall not remove any portion of the Trust Estate that
consists of money or is evidenced by an instrument, certificate or other
writing from the jurisdiction in which it was held at the date of the most
recent Opinion of Counsel delivered pursuant to Section 3.07 hereof, unless the
Indenture Trustee shall have first received an Opinion of Counsel to the effect
that the lien and security interest created by this Indenture with respect to
such property will continue to be maintained after giving effect to such action
or actions.

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

Section 3.07. Opinions as to Trust Estate. (a) On the Closing
Date, the Issuer shall furnish to the Indenture Trustee, the Note Insurer and
the Owner Trustee an Opinion of Counsel

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either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording and filing of this Indenture, any indentures
supplemental hereto, and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements,
as are necessary to perfect and make effective the lien and first priority
security interest in the Collateral and reciting the details of such action, or
stating that, in the opinion of such counsel, no such action is necessary to
make such lien and first priority security interest effective.

(b) On or before March 1 in each calendar year, beginning in
1999, the Issuer shall furnish to the Indenture Trustee and the Note Insurer an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
is necessary to maintain the lien and security interest in the Collateral and
reciting the details of such action or stating that in the opinion of such
counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re- recording and refiling of this Indenture, any indentures supplemental
hereto and any other requisite documents and the execution and filing of any
financing statements and continuation statements that will, in the opinion of
such counsel, be required to maintain the lien and security interest in the
Collateral until December 31 in the following calendar year.

Section 3.08. Performance of Obligations. (a) The Issuer will
punctually perform and observe all of its obligations and agreements contained
in this Indenture, the Basic Documents and in the instruments and agreements
included in the Trust Estate.

(b) The Issuer, with the consent of the Note Insurer so long
as no Note Insurer Default exists, may contract with other Persons to assist it
in performing its duties under this Indenture, and any performance of such
duties by a Person identified to the Indenture Trustee in an Officer's
Certificate of the Issuer shall be deemed to be action taken by the Issuer.

(c) The Issuer will not take any action or permit any
action to be taken by others which would release any Person from any of such
Person's covenants or obligations under any of the documents relating to the
Mortgage Loans or under any instrument included in the Trust Estate, or which
would result in the amendment, hypothecation, subordination, termination or
discharge of, or impair the validity or effectiveness of, any of the documents
relating to the Mortgage Loans or any such instrument, except such actions as
the Master Servicer is expressly permitted to take in the Servicing Agreement.
The Indenture Trustee, as pledgee of the Mortgage Loans, shall with the consent
of, or direction of, the Note Insurer, so long as no Note Insurer Default
exists, be able to exercise the rights of the Issuer to direct the actions of
the Master Servicer pursuant to the Servicing Agreement.

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

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(i) except as expressly permitted by this Indenture,
sell, transfer, exchange or otherwise dispose of the Trust Estate,
unless directed to do so by the Note Insurer or the Indenture Trustee
with the consent of the Note Insurer, so long as no Note Insurer
Default exists;

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

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

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

(v) issue debt obligations under any other indenture;

(vi) 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;

(vii) dissolve or liquidate in whole, or subject to
Section 3.16, in part or merge or consolidate with any other Person;
or

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

Section 3.10. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Note Insurer, within 120 days after
the end of each fiscal year of the Issuer

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(commencing with the fiscal year 1998), an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that:

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

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

Section 3.11. [Reserved].

Section 3.12. Representations and Warranties Concerning the
Mortgage Loans. The Indenture Trustee, as pledgee of the Mortgage Loans, has
the benefit of the representations and warranties made by the Seller in the
Home Equity Loan Purchase Agreement concerning the Seller and the Mortgage
Loans and the right to enforce the remedies against the Seller provided in such
Home Equity Loan Purchase Agreement to the same extent as though such
representations and warranties were made directly to the Indenture Trustee. If
the Indenture Trustee has actual knowledge of any breach of any representation
or warranty made by the Seller in the Home Equity Loan Purchase Agreement, the
Indenture Trustee shall promptly notify the Seller and the Note Insurer of such
finding and the Seller's obligation to cure such breach or repurchase or
substitute for the related Mortgage Loan.

Section 3.13. Amendments to Servicing Agreement. The Issuer
covenants with the Indenture Trustee and the Note Insurer that it will not
enter into any amendment or supplement to the Servicing Agreement without the
prior written consent of the Master Servicer, the Sub-Servicer (provided, that
the consent of the Sub-Servicer shall not be unreasonably withheld), the
Indenture Trustee and the Note Insurer. The Indenture Trustee, as pledgee of
the Mortgage Loans, may, with the consent of the Note Insurer so long as no
Note Insurer Default exists, decline to enter into or consent to any such
supplement or amendment if the Note Insurer's or Noteholders' rights, duties or
immunities would be materially and adversely affected thereby. The Indenture
Trustee may, but shall not be obligated to, enter into any amendment or
supplement to the Servicing Agreement that affects the Indenture Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

Section 3.14. Servicer as Agent and Bailee of the Indenture
Trustee. Solely for purposes of perfection under Section 9-305 of the Uniform
Commercial Code or other similar applicable law, rule or regulation of the
state in which such property is held by the Master Servicer, the Issuer and the
Indenture Trustee hereby acknowledge that the Master Servicer is acting as
agent and bailee of the Indenture Trustee in holding amounts on deposit in the
Collection Account, as well as its agent and bailee in holding any Related
Documents released to the Master Servicer, and any other items constituting a
part of the Trust Estate which from time to time come into the

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possession of the Master Servicer. It is intended that, by the Master
Servicer's acceptance of such agency, the Indenture Trustee, as a secured party
of the Mortgage Loans, will be deemed to have possession of such Related
Documents, such monies and such other items for purposes of Section 9-305 of
the Uniform Commercial Code of the state in which such property is held by the
Master Servicer.

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

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

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

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

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

(iv) the Issuer and the Note Insurer shall have
received an Opinion of Counsel (and shall have delivered a copy
thereof to the Indenture Trustee) to the effect that such transaction
will not (A) adversely affect the status of the Notes as indebtedness
for federal income tax purposes, or (B) cause the Trust to be subject
to an entity level tax for federal income tax purposes;

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

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

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

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

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

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

(iii) the Rating Agencies shall have notified the Issuer
that such transaction shall not cause the rating of the Notes or the
rating of the Notes without taking into account the Note Insurance
Policy to be reduced, suspended or withdrawn;

(iv) the Issuer and the Note Insurer shall have received
an Opinion of Counsel (and shall have delivered a copy thereof to the
Indenture Trustee) to the effect that such transaction will not (A)
adversely affect the status of the Notes as indebtedness for federal
income tax purposes, or (B) cause the Trust to be subject to an entity
level tax for federal income tax purposes;

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

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

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

Section 3.17. Successor or Transferee. (a) Upon any consolidation
or merger of the Issuer in accordance with Section 3.16(a), the Person formed
by or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

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

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

Section 3.19. No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes and amounts due to the Note Insurer under
this Indenture and the Insurance Agreement.

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

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

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Section 3.22. Treatment of Notes as Debt for Tax Purposes. The
Issuer shall treat the Notes as indebtedness for all federal, state and local
income and franchise tax purposes.

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

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

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

Section 3.26. Statements to Noteholders. On each Payment Date, the
Indenture Trustee and the Certificate Registrar shall forward by mail to each
Noteholder and Certificateholder, respectively, the statement prepared pursuant
to Section 7.05 of this Indenture. The Indenture Trustee shall have no
responsibility to (i) verify information provided by the Master Servicer to be
included in such statement or (ii) include any information required to be
included in such statement if the Master Servicer has failed to timely produce
such information to the Indenture Trustee as required pursuant to the Servicing
Agreement.

Section 3.27. Claims Upon the Policy; Policy Payments Account.

(a) If, by the close of business on the third Business Day
prior to a Payment Date, the Indenture Trustee determines that a Deficiency
Amount for any Payment Date is greater than zero, then the Indenture Trustee
shall give notice to the Note Insurer by telephone or telecopy of the amount of
such Deficiency Amount. Such notice of such Deficiency Amount shall be
confirmed in writing in the form set forth as Exhibit A to the Endorsement of
the Policy, to the Note Insurer and the Fiscal Agent (as defined in the
Policy), if any, at or before 10:00 a.m. New York time on the second Business
Day prior to such Payment Date. Following Receipt (as defined in the Policy)
by the Note Insurer of such notice in such form, the Note Insurer or the Fiscal
Agent will pay any amount payable under the Policy on the later to occur of (i)
12:00 noon New York time

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on the Payment Date to which such deficiency relates, as provided in the
Endorsement to the Policy.

(b) The Indenture Trustee shall establish a separate special
purpose trust account for the benefit of Noteholders and the Note Insurer
referred to herein as the "Policy Payments Account" over which the Indenture
Trustee shall have exclusive control and sole right of withdrawal. The
Indenture Trustee shall deposit any amount paid under the Policy in the Policy
Payments Account and distribute such amount only for purposes of payment to the
Noteholders of the Scheduled Payment for which a claim was made, and such
amount may not be applied to satisfy any costs, expenses or liabilities of the
Master Servicer, the Indenture Trustee or the Trust Estate. Amounts paid under
the Policy shall be transferred to the Payment Account in accordance with the
next succeeding paragraph and disbursed by the Indenture Trustee to the
Noteholder in accordance with Section 3.05. It shall not be necessary for such
payments to be made by checks or wire transfers separate from the checks or
wire transfers used to pay the Scheduled Payment with other funds available to
make such payment. However, the amount of any payment of principal of or
interest on the Notes to be paid from funds transferred from the Policy
Payments Account shall be noted as provided in paragraph (c) below in the Note
Register and in the statement to be furnished to Noteholder pursuant to Section
7.05. Funds held in the Policy Payments Account shall not be invested.

On any Payment Date with respect to which a claim has been
made under the Policy, the amount of any funds received by the Indenture
Trustee as a result of any claim under the Policy, to the extent required to
make Scheduled Payment on such Payment Date, shall be withdrawn from the Policy
Payments Account and deposited in the Payment Account and applied by the
Indenture Trustee, together with the other funds to be withdrawn from the
Payment Account pursuant to Section 3.05 directly to the payment in full of the
Scheduled Payment due on the Notes. Funds received by the Indenture Trustee as
a result of any claim under the Policy shall be deposited by the Indenture
Trustee in the Policy Payments Account and used solely for payment to the
Noteholder and may not be applied to satisfy any costs, expenses or liabilities
of the Master Servicer, the Indenture Trustee or the Trust Estate. Any funds
remaining in the Policy Payments Account on the first Business Day following a
Payment Date shall be remitted to the Note Insurer, pursuant to the
instructions of the Note Insurer, by the end of such Business Day.

(c) The Indenture Trustee shall keep a complete and accurate
record of the amount of interest and principal paid in respect of any Note from
moneys received under the Policy. The Note Insurer shall have the right to
inspect such records at reasonable times during normal business hours upon one
Business Day's prior notice to the Indenture Trustee.

(d) The Indenture Trustee shall promptly notify the Note
Insurer and Fiscal Agent of any proceeding or the institution of any action, of
which a Responsible Officer of the Indenture Trustee has actual knowledge,
seeking the avoidance as a preferential transfer under applicable bankruptcy,
insolvency, receivership or similar law (a "Preference Claim") of any Scheduled
Payment made with respect to the Notes. Each Noteholder, by its purchase of
Notes, the Master Servicer and the Indenture Trustee hereby agree that the Note
Insurer (so long as no Note Insurer Default under clause (a) of the definition
thereof has occurred and is continuing) may at any time

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during the continuation of any proceeding relating to a Preference Claim direct
all matters relating to such Preference Claim, including, without limitation,
(i) the direction of any appeal of any order relating to such Preference Claims
and (ii) the posting of any surety, supersedes or performance bond pending any
such appeal. In addition and without limitation of the foregoing, the Note
Insurer shall be subrogated to the rights of the Master Servicer, the Indenture
Trustee and each Noteholder in the conduct of any such Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding action with respect to any court order issued in connection with any
such Preference Claim.

ARTICLE IV

The Notes; Satisfaction and Discharge of Indenture

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

Subject to the last sentence of Section 4.12 , the Indenture
Trustee may for all purposes (including the making of payments due on the
Notes) deal with the Depository as the authorized representative of the
Beneficial Owners with respect to the Notes for the purposes of exercising the
rights of Holders of Notes hereunder. In addition, subject to the last
sentence of Section 4.12, except as provided in the next succeeding paragraph
of this Section 4.01, the rights of Beneficial Owners with respect to the Notes
shall be limited to those established by law and agreements between such
Beneficial Owners and the Depository and Depository Participants. Except as
provided in Section 4.08 hereof, Beneficial Owners shall not be entitled to
definitive certificates for the Notes as to which they are the Beneficial
Owners. Requests and directions from, and votes of, the Depository as Holder
of the Notes shall not be deemed inconsistent if they are made with respect to
different Beneficial Owners. The Indenture Trustee may establish a reasonable
record date in connection with solicitations of consents from or voting by
Noteholders and give notice to the Depository of such record date. Without the
consent of the Issuer and the Indenture Trustee, no Note may be transferred by
the Depository except to a successor Depository that agrees to hold such Note
for the account of the Beneficial Owners.

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

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

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

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

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

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

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

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proviso to the preceding sentence, a bona fide purchaser of the original Note
in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer, the Note Insurer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer, the Note Insurer or the Indenture Trustee in
connection therewith.

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

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

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

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

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

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Section 4.06. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of definitive Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Depository,
by, or on behalf of, the Issuer. Such Notes shall initially be registered on
the Note Register in the name of Cede & Co., the nominee of the initial
Depository, and no Beneficial Owner will receive a Definitive Note representing
such Beneficial Owner's interest in such Note, except as provided in Section
4.08. Unless and until definitive, fully registered Notes (the "Definitive
Notes") have been issued to Beneficial Owners pursuant to Section 4.08:

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

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

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

(iv) subject to the last sentence of Section 4.12, the
rights of Beneficial Owners shall be exercised only through the
Depository and shall be limited to those established by law and
agreements between such Beneficial Owners of Notes and the Depository
and/or the Depository Participants. Unless and until Definitive Notes
are issued pursuant to Section 4.08, the initial Depository will make
book-entry transfers among the Depository Participants and receive and
transmit payments of principal of and interest on the Notes to such
Depository Participants; and

(v) subject to the last sentence of Section 4.12,
whenever this Indenture requires or permits actions to be taken based
upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Note Principal Balances of the Notes, the
Depository shall be deemed to represent such percentage only to the
extent that it has received instructions to such effect from
Beneficial Owners and/or Depository Participants owning or
representing, respectively, such required percentage of the beneficial
interest in the Notes and has delivered such instructions to the
Indenture Trustee.

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

Section 4.08. Definitive Notes. If (i) the Indenture Trustee
determines that the Depository is no longer willing or able to properly
discharge its responsibilities with respect to the Notes and the Indenture
Trustee is unable to locate a qualified successor, (ii) the Indenture Trustee
elects to

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terminate the book-entry system through the Depository or (iii) after the
occurrence of an Event of Default, Beneficial Owners of Notes representing
beneficial interests aggregating at least a majority of the Note Principal
Balances of the Notes advise the Depository in writing that the continuation of
a book-entry system through the Depository is no longer in the best interests
of the Beneficial Owners, then the Depository shall notify all Beneficial
Owners and the Indenture Trustee of the occurrence of any such event and of the
availability of Definitive Notes to Beneficial Owners requesting the same.
Upon surrender to the Indenture Trustee of the typewritten Notes representing
the Book-Entry Notes by the Depository, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Depository. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize
the Holders of the Definitive Notes as Noteholders. The Indenture Trustee
shall notify the Note Insurer upon the issuance of Definitive Notes.

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

Section 4.10. Satisfaction and Discharge of Indenture. This
Indenture shall cease to be of further effect with respect to the Notes, except
as to (i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders (and
the Note Insurer, as subrogee of the Noteholders) to receive payments of
principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.06, 3.09,
3.16, 3.18 and 3.19, (v) the rights, obligations and immunities of the
Indenture Trustee hereunder (including the rights of the Indenture Trustee
under Section 6.07 and the obligations of the Indenture Trustee under Section
4.11) and (vi) the rights of Noteholders as beneficiaries hereof with respect
to the property so deposited with the Indenture Trustee payable to all or any
of them, and the Indenture Trustee, on demand of and at the expense of the
Issuer, shall execute proper instruments acknowledging satisfaction and
discharge of this Indenture with respect to the Notes and shall release and
deliver the Collateral to or upon the order of the Issuer, when

(A) either

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

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

a. have become due and payable,

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

c. have been declared immediately due and
payable pursuant to Section 5.02 hereof,

and the Issuer, in the case of a. or b. above, has irrevocably
deposited or caused to be irrevocably deposited with the Indenture
Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such
amounts are payable), in trust for such purpose, in an amount
sufficient to pay and discharge the entire indebtedness on such Notes
then outstanding not theretofore delivered to the Indenture Trustee
for cancellation when due on the Final Scheduled Payment Date or other
final Payment Date and has delivered (pursuant to Section 10.01(b)) to
the Indenture Trustee and the Note Insurer a verification report from
a nationally recognized accounting firm certifying that the amounts
deposited with the Indenture Trustee are sufficient to pay and
discharge the entire indebtedness of such Notes, or, in the case of c.
above, the Issuer shall have complied with all requirements of Section
8.07 hereof;

(B) the Issuer has paid or caused to be paid all other
sums payable hereunder and under the Insurance Agreement by the Issuer
as evidenced by the notice of the Note Insurer; and

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

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

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

Scheduled Payments disbursed by the Indenture Trustee from
proceeds of the Note Insurance Policy shall not be considered payment by the
Issuer with respect to the Notes, nor shall such disbursement of such Scheduled
Payments discharge the obligations of the Issuer with respect to the amounts
thereof, and the Note Insurer shall become the owner of such amounts as the
deemed subrogee of such Noteholders.

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

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

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

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

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

(v) exercise any remedies of a secured party under the
UCC and take any other appropriate action to protect and enforce the
rights and remedies of the Note Insurer hereunder;

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

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Notwithstanding any provision of this Indenture to the
contrary, so long as no Note Insurer Default exists, the Note Insurer shall at
all times be treated as if it were the exclusive Noteholder for the purposes of
all approvals, consents, waivers and the institution of any action and the
direction of all remedies hereunder, and the Indenture Trustee shall act in
accordance with the directions of the Note Insurer so long as it is indemnified
therefor to its reasonable satisfaction; provided, however, that the provisions
of the first paragraph of Section 5.06 shall not apply to the Note Insurer when
the Note Insurer is exercising the rights of the Noteholders pursuant to this
paragraph.

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

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

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

ARTICLE V

Default and Remedies

Section 5.01. Events of Default. The Issuer shall deliver to the
Indenture Trustee and the Note Insurer, within five days after learning of the
occurrence of a Default or an Event of Default, written notice in the form of
an Officer's Certificate of the occurrence of such Default or Event of Default,
its status and what action the Issuer is taking or proposes to take with
respect thereto.

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

At any time after such declaration of acceleration of maturity
with respect to an Event of Default has been made and before a judgment or
decree for payment of the money due has been obtained by the Indenture Trustee
as hereinafter in this Article V provided, the Note Insurer or, if a Note
Insurer Default exists, the Holders of Notes representing a majority of the
Note Principal Balances of all Notes, by written notice to the Issuer and the
Indenture Trustee, may waive the related Event of Default and rescind and annul
such declaration and its consequences if:

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

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

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

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

provided, however, the Note Insurer, so long as no Note Insurer Default exists,
may waive an Event of Default regardless of Section 5.02(i) or (ii) above.

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

Section 5.03. Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee. (a) The Issuer covenants that if (i) default is made in
the payment of any interest (including the Interest Payment Amount) on any Note
when the same becomes due and payable, and such default continues for a period
of five days, or (ii) default is made in the payment of the principal
(including the Principal Payment Amount and the Subordination Increase Amount)
of or any installment of the principal of any Note when the same becomes due
and payable, the Issuer shall,

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immediately upon demand of the Indenture Trustee, at the direction of the Note
Insurer, so long as no Note Insurer Default exists, pay to the Indenture
Trustee, for the benefit of the Holders of Notes and of the Note Insurer, the
whole amount then due and payable on the Notes for principal and interest, with
interest at the Note Interest Rate upon the overdue principal, and in addition
thereto such further amount as shall be sufficient to cover the reasonable
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and its agents
and counsel.

(b) In case the Issuer shall fail forthwith to pay such
amounts upon such demand, the Indenture Trustee, in its own name and as trustee
of an express trust, and at the direction of the Note Insurer, so long as no
Note Insurer Default exists, subject to the provisions of Section 10.16 hereof,
may institute a Proceeding for the collection of the sums so due and unpaid,
and may prosecute such Proceeding to judgment or final decree, and may enforce
the same against the Issuer or other obligor upon the Notes and collect in the
manner provided by law out of the property of the Issuer or other obligor the
Notes, wherever situated, the monies adjudged or decreed to be payable.

(c) If an Event of Default occurs and is continuing, the
Indenture Trustee, at the direction of the Note Insurer, so long as no Note
Insurer Default exists, subject to the provisions of Section 10.16 hereof may,
as more particularly provided in Section 5.04 hereof, in its discretion,
proceed to protect and enforce its rights and the rights of the Noteholders and
the Note Insurer, by such appropriate Proceedings as the Indenture Trustee, at
the direction of the Note Insurer, so long as no Note Insurer Default exists,
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, at the
direction of the Note Insurer, so long as no Note Insurer Default exists,
irrespective of whether the principal of any Notes shall then be due and
payable as therein expressed or by declaration or otherwise and irrespective of
whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section, shall be entitled and empowered, by intervention in
such Proceedings or otherwise:

(i) to file and prove a claim or claims for the whole
amount of principal and interest owing and unpaid in respect of the
Notes and to file such other papers or documents as may be necessary
or advisable in order to have the claims of the Indenture Trustee
(including any claim for reasonable compensation to the Indenture
Trustee and

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each predecessor Indenture Trustee, and their respective agents,
attorneys and counsel, and for reimbursement of all reasonable
expenses and liabilities incurred, and all advances made, by the
Indenture Trustee and each predecessor Indenture Trustee, except as a
result of negligence or bad faith), the Note Insurer and of the
Noteholders allowed in such Proceedings;

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

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture
Trustee, with the consent of the Note Insurer, so long as no Note Insurer
Default exists, 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, all other reasonable expenses and liabilities incurred, all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee, except
as a result of negligence or bad faith, and all amounts due to the Note
Insurer.

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

(f) All rights of action and of asserting claims under this
Indenture, or under any of the Notes, may be enforced by the Indenture Trustee
without the possession of any of the Notes or the production thereof in any
trial or other Proceedings relative thereto, and any such action or proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of
the reasonable expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes and the
Note Insurer, subject to Section 5.05 hereof.

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(g) In any Proceedings brought by the Indenture Trustee with
the consent of the Note Insurer, so long as no Note Insurer Default exists (and
also any Proceedings involving the interpretation of any provision of this
Indenture to which the Indenture Trustee shall be a party), the Indenture
Trustee shall be held to represent all the Holders of the Notes, and it shall
not be necessary to make any Noteholder a party to any such Proceedings.

Section 5.04. Remedies; Priorities. (a) If an Event of Default
shall have occurred and be continuing and if an acceleration has been declared
and not rescinded pursuant to Section 5.02 hereof, the Indenture Trustee,
subject to the provisions of Section 10.16 hereof and with the consent of the
Note Insurer so long as no Note Insurer Default exists, may and, at the
direction of the Note Insurer so long as no Note Insurer Default exists, shall,
do one or more of the following (subject to Section 5.05 hereof):

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

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

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

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

provided, however, that so long as a Note Insurer Default exists, the Indenture
Trustee may not sell or otherwise liquidate the Trust Estate following an Event
of Default, unless (A) the Indenture Trustee obtains the consent of the Holders
of 100% of the aggregate Note Principal Balance, (B) the proceeds of such sale
or liquidation distributable to the Holders of the Notes are sufficient to
discharge in full all amounts then due and unpaid upon the Notes for principal
and interest and to reimburse the Note Insurer for any amounts drawn under the
Note Insurance Policy and any other amounts due to the Note Insurer under the
Insurance Agreement or (C) the Indenture Trustee determines that the Mortgage
Loans will not continue to provide sufficient funds for the payment of
principal of and interest on 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 a majority of the aggregate Note Principal
Balance. In determining such sufficiency or insufficiency with respect to
clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to the
sufficiency of the Trust Estate for such purpose.

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(b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
following order; provided, however, that any amounts representing payments from
the Note Insurer shall be used only to pay interest and principal to the
Noteholders pursuant to clauses THIRD and FOURTH below:

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

SECOND: to the Note Insurer, provided no Note Insurer Default
exists, with respect to any Premium Amount then due;

THIRD: to the Noteholders for amounts due and unpaid on the
Notes with respect to interest, ratably, without preference or
priority of any kind, according to the amounts due and payable
on the Notes for interest (including the Interest Payment
Amount, but not including any unpaid Prepayment Interest
Shortfalls, and Relief Act Shortfalls) from amounts available
in the Trust Estate for the Noteholders;

FOURTH: to Noteholders for amounts due and unpaid on the
Notes with respect to principal (including, but not limited
to, any Principal Payment Amount), from amounts available in
the Trust Estate for the Noteholders, and to each Noteholder
ratably, without preference or priority of any kind, according
to the amounts due and payable on the Notes for principal,
until the Note Principal Balance is reduced to zero;

FIFTH: to the Note Insurer, the sum of (a) all payments
previously paid by the Note Insurer under the Note Insurance
Policy which have not previously been reimbursed, (b) any
other amounts due to the Note Insurer pursuant to the
Insurance Agreement, to the extent not previously paid or
reimbursed and (c) interest on the foregoing as set forth in
the Insurance Agreement from the date such amounts become due
until paid in full (including any Premium Amount not paid
pursuant to clause SECOND above);

SIXTH: to the Class A-V Payment Account, any amounts required
to pay (x) the amount by which the Class A-V Interest Payment
Amount (not including any Class A-V Carry-Forward Amount for
such Payment Date) exceeds the Class A-V Available Funds due
to Class A-V Realized Losses or the failure of any Mortgagor
to make an interest payment on or before the date on which it
is due and (y) any Class A-V Realized Losses relating to the
Class A-V Notes on such Class A-V Payment Date or any previous
Class A-V Payment Date;

SEVENTH: to the Note Insurer, the sum of (a) all payments
previously paid by the Note Insurer under the Class A-V Note
Insurance Policy which have not previously been reimbursed,
(b) any other amounts due to the Note Insurer pursuant to the
Series 1998-2V Insurance Agreement, to the extent not
previously paid or reimbursed and (c) interest on the
foregoing as set forth in the 1998-2V Insurance Agreement from
the date such amounts become due until paid in full;

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EIGHTH: to the Noteholders for amounts due and unpaid on the
Notes with respect to any unpaid Prepayment Interest
Shortfalls and Relief Act Shortfalls, ratably, without
preference or priority of any kind, according to the amounts
due and payable on the Notes with respect thereto, from
amounts available in the Trust Estate for the Noteholders; and

NINTH: to the payment of the remainder, if any, to the
Certificate Paying Agent to be distributed to the
Certificateholders or any other person legally entitled
thereto; provided, however, that if such Payment Date is the
final Payment Date with respect to the Notes (as a result of
the exercise of the redemption or final maturity of the Notes)
and at such date the Class A-V Subordination Amount is less
than the Class A-V Required Subordination Amount, such
remaining amount shall be transferred to the Escrow Account.

The Indenture Trustee may fix a Record Date and payment date
for any payment to Noteholders pursuant to this Section 5.04. With respect to
any acceleration at the direction of the Note Insurer, the first payment date
after the acceleration shall be the first Payment Date after the acceleration.
Promptly after the Indenture Trustee receives such direction, the Indenture
Trustee shall mail to each Noteholder a notice that states the Record Date, the
payment date and the amount to be paid.

Section 5.05. Optional Preservation of the Trust Estate. If the
Notes have been declared to be due and payable under Section 5.02 following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, with the consent of the Note
Insurer, and shall, at the direction of the Note Insurer, so long as no Note
Insurer Default exists, elect to take and maintain possession of the Trust
Estate. It is the desire of the parties hereto and the Noteholders that there
be at all times sufficient funds for the payment of principal of and interest
on the Notes and other obligations of the Issuer including payment to the Note
Insurer, and the Indenture Trustee shall take such desire into account when
determining whether or not to take and maintain possession of the Trust Estate.
In determining whether to take and maintain possession of the Trust Estate, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

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

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

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(ii) the Holders of not less than 50% of the Note
Principal Balances of the Notes have made a written request to the
Indenture Trustee to institute such Proceeding in respect of such
Event of Default in its own name as Indenture Trustee hereunder;

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

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

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

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

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

Subject to the last paragraph of Section 4.12 herein, in the
event the Indenture Trustee shall receive conflicting or inconsistent requests
and indemnity from two or more groups of Holders of Notes, each representing
less than a majority of the Note Principal Balances of the Notes, the Indenture
Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.

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

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

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

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

Section 5.11. Control by Note Insurer. The Note Insurer, or if a
Note Insurer Default exists, the Holders of a majority of the Note Principal
Balances of Notes (subject to the provisions of Section 5.06) shall have the
right to direct the time, method and place of conducting any Proceeding for any
remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided
that:

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

(ii) if a Note Insurer Default exists, subject to the
express terms of Section 5.04, any direction to the Indenture Trustee
to sell or liquidate the Trust Estate shall be by Holders of Notes
representing 100% of the Note Principal Balances of the Notes;

(iii) if the conditions set forth in Section 5.05 hereof
have been satisfied and the Indenture Trustee, with the consent of the
Note Insurer, so long as no Note Insurer Default exists, elects to
retain the Trust Estate pursuant to such Section, then any direction
to the Indenture Trustee by Holders of Notes (other than with respect
to the Note Insurer exercising the rights of Noteholders pursuant to
the last sentence of Section 4.12) to sell or liquidate the Trust
Estate shall be of no force and effect; and

(iv) if a Note Insurer Default exists, the Indenture
Trustee may take any other action deemed proper by the Indenture
Trustee that is not inconsistent with such direction.

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

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Section 5.12. Waiver of Past Defaults. Prior to the declaration
of the acceleration of the maturity of the Notes as provided in Section 5.02
hereof, the Note Insurer, or if a Note Insurer Default exists, the Holders of
Notes of not less than a majority of the Note Principal Balances of the Notes,
may waive any past Event of Default and its consequences except an Event of
Default (a) with respect to payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note or (c) the
waiver of which would materially and adversely affect the interests of the Note
Insurer or modify its obligation under the Note Insurance Policy. In the case
of any such waiver, any Event of Default arising therefrom shall be deemed to
have been cured and not to have occurred, for every purpose of this Indenture
and the Issuer, the Indenture Trustee and the Holders of the Notes shall be
restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Event of Default or impair
any right consequent thereto.

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

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

Section 5.15. Sale of Trust Estate. (a) The power to effect any
sale or other disposition (a "Sale") of any portion of the Trust Estate
pursuant to Section 5.04 hereof is expressly subject to the provisions of
Section 5.05 hereof and this Section 5.15. The power to effect any such Sale
shall not be exhausted by any one or more Sales as to any portion of the Trust
Estate remaining unsold, but shall continue unimpaired until the entire Trust
Estate shall have been sold or all amounts payable on the Notes and under this
Indenture and under the Insurance Agreement shall have been paid. The
Indenture Trustee with the consent of the Note Insurer, so long as no Note
Insurer Default exists, may from time to time postpone any public Sale by
public announcement

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made at the time and place of such Sale. The Indenture Trustee hereby
expressly waives its right to any amount fixed by law as compensation for any
Sale.

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

(1) the Note Insurer or, if a Note Insurer Default
exists, the Holders of all Notes, consent to or direct the Indenture Trustee to
make, such Sale, or

(2) unless the Note Insurer otherwise consents, the
proceeds of such Sale would be not less than the entire amount which would be
payable to the Noteholders under the Notes and the Note Insurer in respect of
amounts drawn under the Note Insurance Policy and any other amounts due to the
Note Insurer under the Insurance Agreement, in full payment thereof in
accordance with Section 5.02 hereof, on the Payment Date next succeeding the
date of such Sale, or

(3) The Indenture Trustee determines with the consent of
the Note Insurer, so long as no Note Insurer Default exists, that the
conditions for retention of the Trust Estate set forth in Section 5.05 hereof
cannot be satisfied (in making any such determination, the Indenture Trustee
may rely upon an opinion of an Independent investment banking firm obtained and
delivered as provided in Section 5.05 hereof), and the Note Insurer consents to
such Sale, or if a Note Insurer Default exists, the Holders of Notes
representing at least 66-2/3% of the Note Principal Balances of the Notes
consent to such Sale.

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

(c) Unless the Note Insurer or, if a Note Insurer Default
exists, the Holders of Notes representing at least 66-2/3% of the Note
Principal Balances of the Notes have otherwise consented or directed the
Indenture Trustee, at any public Sale of all or any portion of the Trust Estate
at which a minimum bid equal to or greater than the amount described in
paragraph (2) of subsection (b) of this Section 5.15 and no Person bids an
amount equal to or greater than such amount, the Indenture Trustee on behalf of
the Trust shall reject all bids.

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

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

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(2) the Indenture Trustee, with the consent of the Note
Insurer, so long as no Note Insurer Default exists, may bid for and acquire the
property offered for Sale in connection with any Sale thereof, and, subject to
any requirements of, and to the extent permitted by, applicable law in
connection therewith, may purchase all or any portion of the Trust Estate in a
private sale, and, in lieu of paying cash therefor, may make settlement for the
purchase price by crediting the gross Sale price against the sum of (A) the
amount which would be distributable to the Holders of the Notes and Holders of
Certificates and amounts owing to the Note Insurer as a result of such Sale in
accordance with Section 5.04(b) hereof on the Payment Date next succeeding the
date of such Sale and (B) the reasonable expenses of the Sale and of any
Proceedings in connection therewith which are reimbursable to it, without being
required to produce the Notes in order to complete any such Sale or in order
for the net Sale price to be credited against such Notes, and any property so
acquired by the Indenture Trustee shall be held and dealt with by it in
accordance with the provisions of this Indenture;

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

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

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

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

Section 5.17. Performance and Enforcement of Certain Obligations.
(a) Promptly following a request from the Indenture Trustee or the Note
Insurer to do so, the Issuer, in its capacity as holder of the Mortgage Loans,
shall take all such lawful action as the Indenture Trustee or the Note Insurer
may request to cause the Issuer to compel or secure the performance and
observance by the Seller and the Master Servicer, as applicable, of each of
their obligations to the Issuer under or in connection with the Home Equity
Loan Purchase Agreement and the Servicing Agreement, and by Pacific of each of
its obligations to the Issuer under or in connection with the Amended and
Restated Trust Agreement, and to exercise any and all rights, remedies, powers
and privileges lawfully available to the Issuer under or in connection with the
Home Equity Loan Purchase Agreement, the Servicing Agreement and the Amended
and Restated Loan

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Sale Agreement to the extent and in the manner directed by the Indenture
Trustee, with the consent of the Note Insurer, so long as no Note Insurer
Default exists, as pledgee of the Mortgage Loans, or by the Note Insurer,
including the transmission of notices of default on the part of the Seller,
the Master Servicer or Pacific thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Master Servicer of each of their obligations under the Home
Equity Loan Purchase Agreement and the Servicing Agreement and by Pacific of
each of its obligations to the Issuer under or in connection with the Amended
and Restated Loan Sale Agreement. So long as no Note Insurer Default exists,
the Note Insurer shall have the right to approve or reject any proposed
successor to the Master Servicer (other than the Indenture Trustee) under the
Servicing Agreement.

(b) The Indenture Trustee, as pledgee of the Mortgage
Loans, subject to the rights of the Note Insurer under this Agreement and the
Servicing Agreement may, and at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the Note
Insurer or, if a Note Insurer Default exists, the Holders of 66-2/3% of the
Note Principal Balances of the Notes, shall exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Seller or the Master
Servicer under or in connection with the Home Equity Loan Purchase Agreement
and the Servicing Agreement or against Pacific under or in connection with the
Amended and Restated Loan Sale Agreement, including the right or power to take
any action to compel or secure performance or observance by the Seller, the
Master Servicer or Pacific, 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 Home Equity Loan Purchase Agreement,
the Servicing Agreement or the Amended and Restated Loan Sale Agreement, as the
case may be, and any right of the Issuer to take such action shall not be
suspended.

ARTICLE VI

The Indenture Trustee

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

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

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

(ii) in the absence of bad faith on its part, the
Indenture Trustee may conclusively rely, as to the truth of the
statements and the correctness of the opinions expressed therein, upon
certificates or opinions furnished to the Indenture Trustee and

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conforming to the requirements of this Indenture; however, the
Indenture Trustee shall examine the certificates and opinions to
determine whether or not they conform to the requirements of this
Indenture.

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

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

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

(iii) the Indenture Trustee shall not be liable with
respect to any action it takes or omits to take in good faith in
accordance with a direction received by it (A) pursuant to Sections
5.11 or 5.15 or (B) from the Note Insurer, which it is entitled to
give under any of the Basic Documents.

(d) 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.

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

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

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

(h) The Indenture Trustee shall act in accordance with
Sections 6.03 and 6.04 of the Servicing Agreement and shall act as successor to
the Master Servicer in accordance with Section 6.02 of the Servicing Agreement.

(i) For all purposes under this Indenture, the Indenture
Trustee shall not be deemed to have notice or knowledge of any Default or Event
of Default unless a Responsible Officer assigned to and working in the
Indenture Trustee's corporate trust department has actual knowledge thereof or
unless written notice of any event which is in fact such an Event of Default

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or Default is received by the Indenture Trustee at the Corporate Trust Office,
and such notice references the Notes generally, the Issuer, the Trust Estate or
this Indenture.

Section 6.02. Rights of Indenture Trustee. (a) The Indenture
Trustee may rely on any document reasonably 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 reasonably require an Officer's Certificate or an Opinion of
Counsel reasonably satisfactory in form and substance to the Indenture Trustee,
which Officer's Certificate or Opinion of Counsel shall not be at the expense
of the Indenture Trustee or the Trust Estate. 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 reasonably believes to be
authorized or within its rights or powers; provided, however, that the
Indenture Trustee's conduct does not constitute willful misconduct, negligence
or bad faith.

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

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

Section 6.04. Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representation as to the
validity or adequacy of this Indenture or the Notes, it shall not be
accountable for the Issuer's use of the proceeds from the Notes, and it shall
not be responsible for any statement of the Issuer in the Indenture or in any
document issued in connection with the sale of the Notes or in the Notes other
than the Indenture Trustee's certificate of authentication.

Section 6.05. Notice of Event of Default. If an Event of Default
occurs and is continuing and if it is known to a Responsible Officer of the
Indenture Trustee, the Indenture Trustee shall

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promptly give notice thereof to the Note Insurer. The Trustee shall mail to
each Noteholder notice of the Event of Default within 10 days after a
Responsible Officer has actual knowledge thereof unless such Event of Default
shall have been waived or cured. Except in the case of an Event of Default in
payment of principal of or interest on any Note, the Indenture Trustee may
withhold the notice to 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.

Section 6.06. Tax Administration of the Issuer. The Indenture
Trustee, based solely on information timely provided by the Master Servicer,
shall prepare and file (or cause to be prepared and filed), on behalf of the
Owner Trustee, all tax returns and information reports, tax elections and such
annual or other reports of the Issuer as are necessary for preparation of tax
returns and information reports as provided in Section 5.03 of the Trust
Agreement, including without limitation Form 1099. All tax returns and
information reports shall be signed by the Owner Trustee as provided in Section
5.03 of the Trust Agreement.

Section 6.07. Compensation and Indemnity. The Indenture Trustee
shall receive on each Payment Date the Indenture Trustee Fee as reasonable
compensation for its services. The amount of the Indenture Trustee Fee shall
be paid to the Indenture Trustee on each Payment Date pursuant to Section
3.05(a)(i) of this Indenture, and all amounts owing to the Indenture Trustee
hereunder in excess of such amount shall be paid solely as provided in Section
3.05(a)(viii) hereof. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The
Indenture Trustee shall be reimbursed for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to
compensation for its services, subject to the priorities established by
Sections 3.05(a)(viii) and 5.04(b) of this Indenture. Such expenses shall
include reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Indenture
Trustee shall be indemnified by the Master Servicer as set forth in Section
5.06(a) of the Servicing Agreement against any and all loss, liability or
expense (including reasonable attorneys' fees) incurred by it in connection
with the administration of this Trust Estate and the performance of its duties
hereunder. The Indenture Trustee shall notify the Master Servicer and the Note
Insurer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Master Servicer shall not relieve the Master
Servicer of its obligations hereunder. The Master Servicer shall defend any
such claim, and the Indenture Trustee may have separate counsel and the Master
Servicer shall pay the reasonable fees and expenses of such counsel. The
Master Servicer is not obligated to reimburse any expense or indemnify against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith. The
indemnification provided by this Section 6.07 shall survive the termination,
satisfaction, discharge, redemption or assignment of this Indenture or the
resignation or removal of the Indenture Trustee hereunder.

The Issuer's payment obligations to the Indenture Trustee
pursuant to this Section 6.07 shall survive the discharge of this Indenture.
When the Indenture Trustee incurs expenses after the occurrence of an Event of
Default with respect to the Issuer, the expenses are intended to constitute
expenses of administration under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or similar law.

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Section 6.08. Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Note Insurer.
The Note Insurer or, if a Note Insurer Default exists, the Holders of a
majority of Note Principal Balances of the Notes may remove the Indenture
Trustee by so notifying the Issuer and the Indenture Trustee and the Note
Insurer and may appoint a successor Indenture Trustee. The Issuer shall, with
the consent of the Note Insurer, so long as no Note Insurer Default exists,
remove the Indenture Trustee if:

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

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

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

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

If the Indenture Trustee resigns or is removed or if a vacancy
exists in the office of the Indenture Trustee for any reason (the Indenture
Trustee in such event being referred to herein as the retiring Indenture
Trustee), the Issuer shall, with the consent of the Note Insurer, so long as no
Note Insurer Default exists, promptly appoint a successor Indenture Trustee
acceptable to the Note Insurer.

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

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

Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's obligations under Section 6.07 shall
continue for the benefit of the retiring Indenture Trustee with respect to
services performed and expenses incurred prior to such replacement.

Section 6.09. Successor Indenture Trustee by Merger. If the
Indenture Trustee consolidates with, merges or converts into, or transfers all
or substantially all of its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or

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transferee corporation, without any further act, shall be the successor
Indenture Trustee; provided, that such corporation or banking association shall
be otherwise qualified and eligible under Section 6.11 hereof. The Indenture
Trustee shall provide the Issuer, the Rating Agencies and the Note Insurer with
prior written notice of any such transaction.

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

Section 6.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee. (a) Notwithstanding any other provisions of this
Indenture, at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust Estate may at the time be located,
the Indenture Trustee shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of
the Trust Estate, and to vest in such Person or Persons, in such capacity and
for the benefit of the Noteholders and the Note Insurer, such title to the
Trust Estate, or any part hereof, and, subject to the other provisions of this
Section, such powers, duties, obligations, rights and trusts as the Indenture
Trustee or the Note Insurer may consider necessary or desirable. No co-trustee
or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 hereof and notice to, and
the consent of, the Note Insurer (but not the Noteholders) of the appointment
of any co-trustee or separate trustee shall be required.

(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

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

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

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

Section 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times be acceptable to the Note Insurer and authorized to
exercise corporate trust powers. The Indenture Trustee shall also satisfy the
requirements of TIA Section 310(a) and have a combined capital and surplus of
at least $50,000,000 as set forth in its most recent published annual report of
condition and it or its parent shall have a long-term debt rating of Baa3 or
better by Moody's and BBB or better by Standard & Poor's. 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. If at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this Section, it shall resign
immediately in the manner and with the effect specified in Section 6.08 hereof.

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 hereby represents that:

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

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authority to own its properties and to conduct its business as such
properties are currently owned and such business is presently
conducted;

(ii) The Indenture Trustee has the power and authority to
execute and deliver this Indenture and to carry out its terms; and the
execution, delivery and performance of this Indenture have been duly
authorized by the Indenture Trustee by all necessary corporate action;

(iii) The consummation of the transactions contemplated by
this Indenture and the fulfillment of the terms hereof do not conflict
with, result in any breach of any of the terms and provisions of, or
constitute (with or without notice or lapse of time) a default under,
the articles of organization or bylaws of the Indenture Trustee or any
agreement or other instrument to which the Indenture Trustee is a
party or by which it is bound;

(iv) To the Indenture Trustee's best knowledge, there are
no proceedings or investigations pending or threatened before any
court, regulatory body, administrative agency or other governmental
instrumentality having jurisdiction over the Indenture Trustee or its
properties: (A) asserting the invalidity of this Indenture, (B)
seeking to prevent the consummation of any of the transactions
contemplated by this Indenture or (C) seeking any determination or
ruling that might materially and adversely affect the performance by
the Indenture Trustee of its obligations under, or the validity or
enforceability of, this Indenture; and

(v) This Indenture, when executed by Indenture Trustee,
will constitute the legal, valid and binding obligation of the
Indenture Trustee, enforceable in accordance with its terms, except as
such enforceability may be limited by bankruptcy, insolvency,
reorganization, moratorium or other similar laws affecting creditors'
rights generally and general equitable principles.

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

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

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

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

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ARTICLE VII

Noteholders' Lists and Reports

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

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

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

Section 7.03. Reports by the Indenture Trustee. (a) The Indenture
Trustee shall:

(i) file with the Company and the Note Insurer, 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.
Such filings shall be as follows: promptly after each Payment Date,
the Indenture Trustee shall file with the Commission via the
Electronic Data Gathering and Retrieval System, a Form 8-K with a copy
of the statement to Noteholders for such Payment Date as an exhibit
thereto. Prior to January 30, 1999, the Indenture Trustee shall file
a Form 15 Suspension Notification with respect to the Trust Fund, if
applicable. Prior to March 31, 1999, the Indenture Trustee shall file
a Form 10-K, in substance conforming to industry standards, with
respect to the Trust Fund. The Company hereby grants to the Indenture
Trustee a limited power of attorney to execute and file each such
document on behalf of the Company. Such power of attorney shall
continue until the earlier of (i) receipt by the Trustee from the
Company of written termination of such power of attorney and (ii) the
termination of the Trust Fund. At least three Business Days prior to
filing any

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Form 8-K or Form 10-K pursuant to this Section 7.03, the Indenture
Trustee shall deliver a copy of such Form 8-K or Form 10-K, as the
case may be, to the Company;

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

(iii) supply to the Company and the Note Insurer (and the
Indenture Trustee shall transmit by mail to all Noteholders described
in TIA Section 313(c)) such summaries of any information, documents
and reports required to be filed by the Issuer pursuant to clauses (i)
and (ii) of this Section 7.03(a) and by rules and regulations
prescribed from time to time by the Commission. For purposes of
notice under TIA the parties hereto agree that the Statement to
Noteholders provided in Section 7.05 hereof shall be deemed notice, as
applicable.

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

(c) The Company and the Issuer hereby agrees to furnish such
information and otherwise cooperate with the Indenture Trustee as necessary for
the Indenture Trustee to perform its duties as provided in this Section 7.03.

Section 7.04. Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after each January 1 beginning with January 1,
1999, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) and to the Note Insurer 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 stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Indenture Trustee and the Note Insurer if and when the Notes are
listed on any stock exchange.

Section 7.05. Statements to Noteholders. (a) Subject to Section
3.26 of this Indenture, with respect to each Payment Date, the Indenture
Trustee shall deliver to each Certificateholder and Noteholder, the Note
Insurer, the Company, the Owner Trustee, the Certificate Paying Agent and each
Rating Agency, a statement setting forth the following information as to the
Notes, to the extent applicable:

(i) the aggregate amount of collections with respect
to the Mortgage Loans with respect to such Payment Date;

(ii) the Interest Payment Amount, Principal Payment
Amount and Subordination Increase Amount payable to the Noteholders for such
Payment Date;

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(iii) the amount of the aggregate distribution to
the Noteholders for such Payment Date;

(iv) the Scheduled Payments, if any, paid by the
Note Insurer under the Note Insurance Policy for such Payment Date and the
aggregate Scheduled Payments for all prior Payment Dates paid by the Note
Insurer under the Note Insurance Policy and not yet reimbursed;

(v) the aggregate Principal Balance of the Mortgage
Loans as of the end of the preceding Due Period;

(vi) the number and aggregate Principal Balances of
Mortgage Loans (a) as to which the Monthly Payment is delinquent for 30-59
days, 60-89 days and 90 or more days (excluding any Mortgage Loans in
foreclosure or that have become REO Property), respectively, (b) in foreclosure
and (c) that have become REO Property, in each case as of the end of the
preceding Due Period; provided, however, that such information will not be
provided on the statements relating to the first Payment Date;

(vii) the Weighted Average Net Mortgage Rate for the
related Payment Date;

(viii) the Required Subordination Amount,
Subordination Amount, Net Monthly Excess Cashflow and Subordination Reduction
Amount for such Payment Date;

(ix) the amount of any Advances and Compensating
Interest for such Payment Date;

(x) the aggregate Realized Losses with respect to
the related Payment Date and cumulative Realized Losses since the Closing Date;

(xi) the amount of any unpaid accrued interest on
the Notes after such Payment Date;

(xii) the aggregate Note Principal Balance of the
Notes after giving effect to the distribution of principal on such Payment
Date;

(xiii) the Note Interest Rate for such Payment Date;

(xiv) the number and aggregate Principal Balance of
first lien Mortgage Loans and the number and aggregate Principal Balance of
second lien Mortgage Loans repurchased pursuant to the Home Equity Loan
Purchase Agreement for the related Payment Date and cumulatively since the
Closing Date;

(xv) the Cumulative Loss Percentage, Delinquency
Percentage, Delinquency Amount and Rolling Delinquency Percentage for such
Payment Date;

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(xvi) the amount of any Prepayment Interest
Shortfalls or Relief Act Shortfalls for such Payment Date;

(xvii) the aggregate Principal Balance of Mortgage
Loans purchased pursuant to Section 3.18 of the Servicing Agreement for the
related Payment Date and cumulatively since the Closing Date; and

(xviii) the amounts paid, if any, with respect to
the Class A-V Notes pursuant to Section 3.05 (a)(vi) or (vii) for such Payment
Date.

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

The Indenture Trustee in the absence of manifest error may
conclusively rely upon the Determination Date Report provided by the Master
Servicer pursuant to Section 4.01 of the Servicing Agreement in its preparation
of its Statement to the Noteholders pursuant to this Section 7.05.

Section 7.06. Books and Records.

The Issuer hereby covenants with the Indenture Trustee that,
so long as any of the Notes remain Outstanding, it shall:

(a) at all times cause to be kept proper books of account and
allow the Indenture Trustee and any person appointed by it, to whom
the Issuer shall have no reasonable objection, access to the books of
account of the Issuer at all reasonable times, on reasonable prior
notice and during normal business hours;

(b) at all times conduct and continue to conduct business in
its own corporate name;

(d) so far as permitted by law, at all times cause to be
given to the Indenture Trustee such information as it shall reasonably
require for the purpose of the discharge of the duties, powers,
trusts, authorities and discretions vested in it by this Indenture or
by operation of law.

ARTICLE VIII

Accounts, Disbursements and Releases

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

Section 8.02. Trust Accounts. (a) On or prior to the Closing
Date, the Issuer shall cause the Indenture Trustee to establish and maintain,
in the name of the Indenture Trustee, for the benefit of the Noteholders and
the Note Insurer, the Payment Account as provided in Section 3.01 hereof.

(b) All monies deposited from time to time in the Payment
Account (other than investments made with such monies including all income or
other gain from such investments pursuant to this Indenture) and all deposits
therein pursuant to this Indenture are for the benefit of the Noteholders and
the Note Insurer.

On each Payment Date, the Indenture Trustee shall distribute
all amounts on deposit in the Payment Account to Noteholders in respect of the
Notes and to such other persons in the order of priority set forth in Section
3.05 hereof (except as otherwise provided in Section 5.04(b) hereof).

The Indenture Trustee may invest any funds in the Payment
Account (other than the proceeds of the Note Insurance Policy) in Eligible
Investments, in its discretion, maturing no later than the Business Day
preceding each Payment Date (provided, however, that with respect to Eligible
Investments that consist of obligations of the Indenture Trustee or its
affiliates, such Eligible Investments may mature on the related Payment Date)
and such Eligible Investments shall not be sold or disposed of prior to their
maturity. All income or other gain from such investments may be released from
the Payment Account and paid to the Indenture Trustee from time to time as part
of its compensation for acting as Indenture Trustee and any losses on such
investments shall be deposited by the Indenture Trustee into the Payment
Account no later than the Business Day preceding each Payment Date.

Section 8.03. Officer's Certificate. The Indenture Trustee shall
receive at least seven days' notice when requested by the Issuer to take any
action pursuant to Section 8.05(a) hereof, accompanied by copies of any
instruments to be executed, and the Indenture Trustee shall also require, as a
condition to such action, an Officer's Certificate, in form and substance
reasonably satisfactory to the Indenture Trustee, stating the legal effect of
any such action, outlining the steps

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required to complete such action, and concluding that all conditions precedent
to the taking of such action have been complied with.

Section 8.04. Termination Upon Distribution to Noteholders. This
Indenture and the respective obligations and responsibilities of the Issuer and
the Indenture Trustee created hereby shall terminate upon the distribution to
Noteholders, the Note Insurer, the Certificate Paying Agent on behalf of the
Certificateholders and the Indenture Trustee of all amounts required to be
distributed pursuant to Article III and Article V and the termination of the
Escrow Account; provided, however, that in no event shall the trust created
hereby continue beyond the expiration of 21 years from the death of the
survivor of the descendants of Xxxxxx X. Xxxxxxx, the late ambassador of the
United States to the Court of St. Xxxxx, living on the date hereof.

Section 8.05. Release of Trust Estate. (a) Subject to the payment
of its reasonable fees and expenses, the Indenture Trustee may, and when
required by the provisions of this Indenture shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are
not inconsistent with the provisions of this Indenture.

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

(c) The Indenture Trustee shall release property from the
lien of this Indenture pursuant to this Section 8.05 only upon receipt of a
request from the Issuer accompanied by an Officers' Certificate and an Opinion
of Counsel stating that all applicable requirements have been satisfied, and a
letter from the Note Insurer stating that the Note Insurer has no objection to
such request from the Issuer.

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

Section 8.07. Optional Redemption of the Notes. (a) The holder of
the majority of the Certificates shall have the option to purchase all of the
Home Equity Loans from the Trust and direct the Issuer to redeem the Notes in
whole, but not in part, on any Payment Date on or after the Payment Date on
which the aggregate Principal Balance of the Home Equity Loans is less than or
equal to 10% of the Original Pool Balance. The aggregate redemption price for
the Notes will be calculated as pursuant to Section 7.2 of the Home Equity Loan
Purchase Agreement.

(b) In order to exercise the foregoing option, the holder of
the majority of the Certificates shall, not less than 15 days prior to the
proposed Payment Date on which such redemption is to be made, deposit the
aggregate redemption price specified in (a) above with the Indenture Trustee
(and the Indenture Trustee shall deposit such funds in the Payment Account),
and shall provide written notice to the Indenture Trustee, the Note Insurer,
the Issuer and the

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Owner Trustee of its intention to purchase all of the Home Equity Loans from
the Trust and to direct the Issuer to redeem the Notes. Following receipt of
the notice from the holder of the majority of the Certificates and the
aggregate redemption amount, pursuant to the foregoing, the Indenture Trustee
shall release to the holder of the majority of the Certificates the Mortgage
Files pertaining to the Home Equity Loans being purchased and provide notice to
the Noteholders of the final payment on the Notes and shall apply such funds to
make final payments of principal and interest on the Notes in accordance with
Section 3.05(a) hereof, and this Indenture shall be discharged, subject to the
provisions of Section 4.10 hereof. If for any reason the amount deposited by
the holder of the majority of the Certificates is not sufficient to make such
redemption or such redemption cannot be completed for any reason, the amount so
deposited with the Indenture Trustee shall be immediately returned to the
holder of the majority of the Certificates in full and shall not be used for
any other purpose or be deemed to be part of the Trust Estate.

ARTICLE IX

Supplemental Indentures

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

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

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

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

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

(v) to cure any ambiguity or 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;

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(vi) to make any other provisions with respect to
matters or questions arising under this Indenture or in any
supplemental indenture; provided, that such action shall not
materially and adversely affect the interests of the Holders of the
Notes;

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

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

provided, however, that no such supplemental indenture shall be entered into
unless the Indenture Trustee shall have received an Opinion of Counsel that
entering into such supplemental indenture will not (A) result in a
"substantial modification" of the Notes under Treasury Regulation Section
1.1001.3 or adversely affect the status of the Notes as indebtedness for
federal income tax purposes or (B) cause the Trust to be subject to an entity
level tax.

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

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

Section 9.02. Supplemental Indentures With Consent of Noteholders.
The Issuer and the Indenture Trustee, when authorized by an Issuer Request,
also may, with prior notice to the Rating Agencies and with the prior written
consent of the Note Insurer and the Seller and the consent of the Holders of
not less than a majority of the Note Principal Balances of the Notes affected
thereby, by Act (as defined in Section 10.03 hereof) of such Holders delivered
to the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the

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provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each Note
affected thereby:

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

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

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

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

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

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

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

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The Indenture Trustee may, with the consent of the Note
Insurer, so long as no Note Insurer Default exists, in its discretion determine
whether or not any Notes would be affected by any supplemental indenture and
any such determination shall be conclusive upon the Holders of all Notes,
whether theretofore or thereafter authenticated and delivered hereunder. The
Indenture Trustee shall not be liable for any such determination made in good
faith.

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

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

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

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

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

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

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Indenture Trustee and the Issuer, to any such supplemental indenture may be
prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

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ARTICLE X

Miscellaneous

Section 10.01. Compliance Certificates and Opinions, etc. (a)
Upon any application or request by the Issuer to the Indenture Trustee to take
any action under any provision of this Indenture, the Issuer shall furnish to
the Indenture Trustee and to the Note Insurer (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with and (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, except that, in the case of any
such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

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

(b) (i) Except with respect to the substitution of
Mortgage Loans pursuant to Section 2.2 of the Home Equity Loan Purchase
Agreement or the addition of Subsequent Mortgage Loans pursuant to Section 2.3
thereof, prior to the deposit of any Collateral or other property or securities
with the Indenture Trustee that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 10.01(a) or elsewhere in this
Indenture, furnish to the Indenture Trustee and the Note Insurer an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer

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of the Collateral or other property or securities to be so deposited and a
report from a nationally recognized accounting firm verifying such value.

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

(iii) Except with respect to the substitution of
Mortgage Loans pursuant to Section 2.2 of the Home Equity Loan Purchase
Agreement or the addition of Subsequent Mortgage Loans pursuant to Section 2.3
thereof, whenever any property or securities are to be released from the lien
of this Indenture, the Issuer shall also furnish to the Indenture Trustee and
the Note Insurer an Officer's Certificate certifying or stating the opinion of
each person signing such certificate as to the fair value (within 90 days of
such release) of the property or securities proposed to be released and stating
that in the opinion of such person the proposed release will not impair the
security under this Indenture in contravention of the provisions hereof.

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

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

Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by,

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

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

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

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

(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.

(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

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to be done by the Indenture Trustee or the Issuer in reliance thereon, whether
or not notation of such action is made upon such Note.

Section 10.04. Notices, etc., to Indenture Trustee, Issuer, Note
Insurer and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or other documents provided or
permitted by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or Act of Noteholders is to
be made upon, given or furnished to or filed with:

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

(ii) the Issuer by the Indenture Trustee or by any
Noteholder or the Note Insurer shall be sufficient for every purpose
hereunder if in writing and mailed first-class, postage prepaid, to
the Issuer addressed to: PacificAmerica Home Equity Loan Trust Series
1998-2F, in care of Wilmington Trust Company, Xxxxxx Square North,
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx 00000-0000, Attention:
Corporate Trust Administration (telecopy number (000) 000-0000), or at
any other address previously furnished in writing to the Indenture
Trustee by the Issuer. The Issuer shall promptly transmit any notice
received by it from the Noteholders to the Indenture Trustee and the
Note Insurer; or

(iii) the Company by the Indenture Trustee or by any
Noteholder or the Note Insurer shall be sufficient for every purpose
hereunder if in writing and mailed first-class, postage prepaid, to
the Company addressed to: Xxxxxxx Xxxxx Mortgage Investors, Inc., 000
Xxxxx Xxxxxx, Xxxxx Financial Xxxxxx/Xxxxx Xxxxx, 00xx Xxxxx, Xxx
Xxxx, Xxx Xxxx 00000, Attention: Legal Department, Xxxxxxx XxXxxxxx
(telecopy number (000) 000-0000), or at any other address previously
furnished in writing to the Indenture Trustee by the Company. The
Company shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee and the Note Insurer; or

(iv) the Seller by the Indenture Trustee or by any
Noteholder or the Note Insurer shall be sufficient for every purpose
hereunder if in writing and mailed first-class, postage prepaid, to
the Issuer addressed to: PacificAmerica Money Center, Inc., 00000
Xxxxxxx Xxxxxxxxx, Xxxxxxxx Xxxxx, Xxxxxxxxxx 00000-0000, Attention:
Chief Financial Officer (telecopy number (000) 000-0000), or at any
other address previously furnished in writing to the Indenture Trustee
by the Seller. The Seller shall promptly transmit any notice received
by it from the Noteholders to the Indenture Trustee and the Note
Insurer; or

(v) the Note Insurer by the Issuer, the Indenture
Trustee or by any Noteholders shall be sufficient for every purpose
hereunder if in writing and mailed, first-

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class, postage pre-paid, or personally delivered or telecopied to:
Financial Security Assurance Inc., 000 Xxxx Xxxxxx, Xxx Xxxx, XX
00000, Attention: Surveillance Department, Re: Pacific America Home
Equity Loan Asset-Backed Notes Series 1998-2F, Class A-F (telecopy
number (000) 000-0000). In each case in which a notice or other
communication to the Note Insurer refers to a Servicing Default or a
claim under the Policy or with respect to which failure on the part of
the Note Insurer to respond shall be deemed to constitute consent or
acceptance, then a copy of such notice or other communication shall
also be sent to the attention of the General Counsel and the
Head-Financial Guaranty Group and shall be marked to indicate "URGENT
MATERIAL ENCLOSED."

Notices required to be given to the Rating Agencies by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered or mailed first-class postage pre-paid, to (i) in the case
of Moody's, at the following address: Xxxxx'x Investors Service, Inc.,
Residential Mortgage Monitoring Department, 00 Xxxxxx Xxxxxx, Xxx Xxxx, Xxx
Xxxx 00000 and (ii) in the case of Standard & Poor's, at the following address:
Standard & Poor's Ratings Group, 00 Xxxxxxxx (00xx Xxxxx), Xxx Xxxx, Xxx Xxxx
00000, Attention of Asset Backed Surveillance Department; or as to each of the
foregoing, at such other address as shall be designated by written notice to
the other parties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Section 10.16. No Petition. The Indenture Trustee, by entering into
this Indenture, and each Noteholder, by accepting a Note, hereby covenant and
agree that they will not at any time institute against the Company or the
Issuer, or join in any institution against the Company or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, this
Indenture or any of the Basic Documents. This Section 10.16 will survive for
one year and one day following the termination of this Indenture.

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

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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 and the Note Insurer shall
cause their 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 necessary to perform its obligations hereunder.

ARTICLE XI

Certain Matters Regarding the Note Insurer

Section 11.01. Certain Rights of the Note Insurer. By accepting its
Note, each Noteholder agrees that unless a Note Insurer Default exists, the
Note Insurer shall have the following rights, without any consent of the
Noteholders:

(a) the right to direct foreclosure upon Mortgage Loans upon
failure of the Master Servicer to do so for any reason;

(b) the right to require Pacific or the Seller to repurchase
or substitute for, or to require the Master Servicer to purchase, Mortgage
Loans;

(d) the right to direct the actions of the Indenture Trustee
during the continuance of a Servicing Default.

In addition, each Noteholder agrees that, unless a Note
Insurer Default exists, the right to remove the Indenture Trustee may be
exercised by the Majority Noteholders only with the prior written consent of
the Note Insurer.

Section 11.02. Indenture Trustee To Act Solely with Consent of the
Note Insurer.

(a) Unless a Note Insurer Default exists, the Indenture
Trustee shall not;

(i) terminate the rights and obligations of the
Master Servicer or consent to the resignation of the Master Servicer;

(ii) terminate any Sub-Servicing Agreements; or

(iii) assume any Sub-Servicing Agreements;

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without the prior written consent of the Note Insurer.

(b) Notwithstanding anything herein to the contrary, after
the occurrence of a Servicing Default and until such time as all Servicing
Defaults have been cured, no provision of this Agreement shall require the
Indenture Trustee to take any action or omit to take any action at the request
of the Note Insurer or any Noteholder to the extent the Indenture Trustee
believes in good faith such action or omission would cause the Indenture
Trustee to violate any law or regulation applicable to it or to breach their
respective obligations owed by it to the Noteholders and to the Note Insurer,
pursuant to their Agreement or otherwise.

Section 11.03. Trust Estate and Accounts Held for Benefit of the
Note Insurer and the Noteholders. The Indenture Trustee shall hold the Trust
Estate and the Mortgage Files, and shall maintain the Accounts, for the benefit
of the Noteholders and the Note Insurer and all references in this Agreement
and in the Notes to the benefit of Noteholders shall be deemed to include the
Note Insurer. The Indenture Trustee shall cooperate in all reasonable respects
with any reasonable requests by the Note Insurer or the Noteholders (when other
than the Seller, the Master Servicer or any affiliate thereof), for action to
preserve or enforce the respective rights and interests of the Note Insurer or
the Noteholders (when other than the Seller, the Master Servicer or any
affiliate thereof) under this Agreement and the Notes.

The Master Servicer hereby acknowledges and agrees that it
shall service and administer, or cause a Sub-Servicer to service and
administer, the Mortgage Loans and any REO Properties for the benefit of the
Noteholders and for the benefit of the Note Insurer, and all references in this
Agreement to the benefit of or actions on behalf of the Noteholders shall be
deemed to include the Note Insurer. Unless a Note Insurer Default exists, the
Master Servicer shall not terminate any Sub-Servicing Agreements or undertake
any litigation with respect to the transactions contemplated by the Basic
Documents pursuant to Section 3.02(b) of the Servicing Agreement without the
prior written consent of the Note Insurer. Unless a Note Insurer Default
exists, the Indenture Trustee shall not undertake any litigation pursuant to
Section 5.03 (other than litigation to enforce their respective rights
hereunder) without the prior written consent of the Note Insurer.

Section 11.04. Effect of Payments by the Note Insurer; Subrogation.
Anything herein to the contrary notwithstanding, any payment with respect to
principal of or interest on the Notes which is made with moneys received
pursuant to the terms of the Policy shall not be considered payment of the
Notes from the Trust Estate. The Indenture Trustee agrees, that without the
need for any further action on the part of the Note Insurer, the Seller, the
Master Servicer or the Indenture Trustee, to the extent the Note Insurer makes
payments, directly or indirectly, on account of principal of or interest on the
Notes to the Noteholders, the Note Insurer will be fully subrogated to the
rights of such Noteholders to receive such principal and/or interest from the
Trust Estate. The Issuer shall not be discharged from its obligations
hereunder upon payment of principal of any interest on the Notes by the Note
Insurer under the Policy.

The Indenture Trustee shall reasonably cooperate in all
respects with any reasonable request by the Note Insurer or the Noteholders
(when other than the Seller, the Master Servicer

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or any affiliate thereof) for action to preserve or enforce the respective
rights or interests of the Note Insurer or the Noteholders under this Agreement
without limiting the rights or affecting the interest of the Noteholders as
otherwise set forth herein.

Section 11.05. Insolvency Proceedings. The Indenture Trustee shall
promptly notify the Note Insurer of either of the following as to which it has
actual knowledge: (i) the commencement of any proceeding by or against the
Issuer commenced under the United States Bankruptcy Code or any other
applicable bankruptcy, insolvency, receivership, rehabilitation or similar law
(an "Insolvency Proceeding") and (ii) the making of any claim in connection
with any Insolvency Proceeding seeking the avoidance as a preferential transfer
(a "Preference Claim") of any payment of principal of, or interest on, the
Notes. Each Noteholder, by its purchase of Notes, and the Indenture Trustee
hereby agree that the Note Insurer may at any time during the continuation of
an Insolvency Proceeding direct all matters relating to such Insolvency
Proceeding, including, without limitation, (i) all matters relating to any
Preference Claim, (ii) the direction of any appeal of any order relating to any
Preference Claim at the expense of the Note Insurer but subject to
reimbursement as provided in the Insurance Agreement and (iii) the posting of
any surety, supersedeas or performance bond pending any such appeal. In
addition, and without limitation of the foregoing, as set forth in Section
11.04, the Note Insurer shall be subrogated to, and each Noteholder and the
Indenture Trustee hereby delegate and assign, to the fullest extent permitted
by law the rights of the Indenture Trustee and each Noteholder in the conduct
of any Insolvency Proceeding, including, without limitation, all rights of any
party to an adversary proceeding action with respect to any court order issued
in connection with any such Insolvency Proceeding.

Section 11.06. Notices to the Note Insurer. All notices,
statements, reports, certificates or opinions required by this Agreement to be
sent to any other party hereto or to the Noteholders and, if not otherwise
required to be sent to the Note Insurer, shall also be sent to the Note
Insurer.

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

PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2F,
as Issuer

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

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

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., not in its
individual capacity but solely as Indenture Trustee and
as Note Registrar

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

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.

hereby accepts the appointment as Certificate
Paying Agent pursuant to Section 3.10 of the
Trust Agreement and as Certificate Registrar
pursuant to Section 4.02 hereof.

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

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

On this __ day of June , before me personally appeared
__________________________, to me known, who being by me duly sworn, did depose
and say, that [s]he is the ____________________________ of the Owner Trustee,
one of the corporations described in and which executed the above instrument;
that [s]he knows the seal of said corporation; that the seal affixed to said
instrument is such corporate seal; that it was so affixed by order of the Board
of Directors of said corporation; and that [s]he signed his name thereto by
like order.

Notary Public

[NOTARIAL SEAL]

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STATE OF NEW YORK )
) ss.:
COUNTY OF NEW YORK )

On this __day of June , before me personally appeared Xxxxxxx Xxxxxxx,
to me known, who being by me duly sworn, did depose and say, that [s]he is the
Assistant Secretary of Bankers Trust Company of California, N.A., as Indenture
Trustee, a national banking association, which executed the above instrument;
that [s]he knows the seal of said national banking association; that the seal
affixed to said instrument is such corporate seal; that it was so affixed by
order of the Board of Directors of said national banking association; and that
[s]he signed his/her name thereto by like order.

Notary Public

[NOTARIAL SEAL]

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

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

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

PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2F
PACIFICAMERICA HOME EQUITY LOAN ASSET-BACKED NOTES,
SERIES 1998-2F

AGGREGATE NOTE PRINCIPAL
BALANCE: $____________

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

NOTE NUMBER: 1

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PacificAmerica Home Equity Loan Trust Series 1998-2F (the "Issuer"), a
Delaware business trust, for value received, hereby promises to pay to
__________ or registered assigns, the principal sum of
______________________________________ ($___________) in monthly installments
on the twenty-fifth day of each month or, if such day is not a Business Day,
the next succeeding Business Day (each a "Payment Date"), commencing in July
1998 and ending on or before the Payment Date occurring in June 2028 (the
"Stated Maturity") and to pay interest on the Note Principal Balance of this
Note outstanding from time to time as provided below.

This Note is one of a duly authorized issue of PacificAmerica Home
Equity Loan Asset-Backed Notes, Series 1998-2F, (the "Notes"), issued under an
Indenture, dated as of June 1, 1998 (the "Indenture"), between the Issuer and
Bankers Trust Company of California, N.A., as indenture trustee (the "Indenture
Trustee", which term includes any successor Indenture Trustee under the
Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights thereunder of
the Issuer, the Indenture Trustee, and the Holders of the Notes and the terms
upon which the Notes are to be authenticated and delivered. All terms used in
this Note which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.

Payments of principal and interest on the Notes will be made on each
Payment Date to Noteholders of record as of the related Record Date. On each
Payment Date, Noteholders will be entitled to receive interest payments in an
aggregate amount equal to the Interest Payment Amount for such Payment Date,
together with principal payments in an aggregate amount equal to the Principal
Payment Amount plus the Subordination Increase Amount, if any, for such Payment
Date. The "Note Principal Balance" of a Note as of any date of determination
is equal to the initial principal balance thereof as of the Closing Date,
reduced by the aggregate of all amounts previously paid with respect to such
Note on account of principal.

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

Financial Security Assurance Inc. (the "Note Insurer"), in
consideration of the payment of the premium and subject to the terms of the
financial guaranty insurance policy (the "Note Insurance Policy") issued
thereby, has unconditionally and irrevocably guaranteed the payment of the
Scheduled Payment. The Note Insurance Policy will not cover any Prepayment
Interest Shortfalls or Relief Act Shortfalls.

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

The Notes are subject to redemption in whole, but not in part, by the
Seller on any Payment Date on or after the Payment Date on which the aggregate
Principal Balance of the Mortgage Loans is less than or equal to 10% of the
Original Pool Balance.

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

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

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

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

The failure to pay any Subordination Increase Amount, any Prepayment
Interest Shortfall, to the extent not covered by Compensating Interest payments
by the Master Servicer or any Relief

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Act Shortfalls at any time when funds are not available to make such payment as
provided in the Indenture shall not constitute an Event of Default under the
Indenture.

Pursuant to the Indenture, unless a Note Insurer Default exists (i)
the Note Insurer shall be deemed to be the holder of the Notes for certain
purposes specified in the Indenture (other than with respect to payment on the
Notes), and will be entitled to exercise all rights of the Noteholders
thereunder, including the rights of Noteholders relating to the occurrence of,
and the remedies with respect to, an Event of Default, without the consent of
such Noteholders, and (ii) the Indenture Trustee may take actions which would
otherwise be at its option or within its discretion, including actions relating
to the occurrence of, and the remedies with respect to, an Event of Default,
only at the direction of the Note Insurer.

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

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

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

Initially, the Notes will be represented by one bond registered in the
name of CEDE & Co. as nominee of DTC, acting in its capacity as the Depository
for the Notes. The Notes will be delivered in denominations as provided in the
Indenture and subject to certain limitations therein

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set forth. The Notes are exchangeable for a like aggregate initial Note
Principal Balance of Notes of different authorized denominations, as requested
by the Holder surrendering the same.

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

Each Noteholder, by accepting a Note, hereby covenants and agrees that
such Noteholder will not at any time institute against the Company or the
Issuer, or join in any institution against the Company or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings under any United States federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or any of the Basic Documents.

So long as no Note Insurer Default exists, the Note Insurer shall at
all times be treated as if it were the exclusive Noteholder for the purposes of
all approvals, consents, waivers and the institution of any action and the
direction of all remedies, and the Indenture Trustee shall act in accordance
with the directions of the Note Insurer so long as it is indemnified therefor
to its reasonable satisfaction.

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

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

Dated:

PACIFICAMERICA HOME EQUITY LOAN TRUST SERIES 1998-2F

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

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

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

INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

BANKERS TRUST COMPANY OF CALIFORNIA, N.A., not in its individual
capacity but solely as Indenture Trustee

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

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ABBREVIATIONS

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

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

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

______________________________________________________________________

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

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE:

_____________________________________________________________________

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

________________________________________________________________________________
the within bond and all rights thereunder, hereby irrevocably constitution and
appointing ________ ______________________________ attorney to transfer said
Note on the books of the Issuer, with full power of substitution in the
premises.

Dated:______________________________ _____________________________________

Signature Guaranteed by________________________________________________________

NOTICE: The signature(s) to this assignment must correspond with the name as
it appears upon the face of the within Note in every particular, without
alteration or enlargement or any change whatsoever. Signature(s) must be
guaranteed by a commercial bank or by a member firm of the New York Stock
Exchange or another national securities exchange. Notarized or witnessed
signatures are not acceptable.
85
EXHIBIT B

FORM OF TRUSTEE INITIAL CERTIFICATION

[Closing Date]

[Seller]

[Servicer]

[Note Insurer]

[Company]
_________________________

Re: Indenture, dated as of June 1, 1998 (the "Indenture"),
between PacificAmerica Home Equity Loan Trust Series
1998-2F and Bankers Trust Company of California, N.A. --
PacificAmerica Home Equity Loan Asset-Backed Notes,
Series 1998-2F

Gentlemen:

In accordance with Section 2.03 of the above-captioned
Indenture, and Section 2.2 of the Home Equity Loan Purchase Agreement, dated
June 22, 1998 among PacificAmerica Money Center, Inc., Xxxxxxx Xxxxx Mortgage
Investors, Inc., PacificAmerica Home Equity Loan Trust Series 1998-2F and
Bankers Trust Company of California, N.A. (the "Home Equity Loan Purchase
Agreement"; and together with the Indenture, the "Agreements"), the
undersigned, as Indenture Trustee, hereby certifies that as to each Mortgage
Loan listed in the Mortgage Loan Schedule (other than any Mortgage Loan paid in
full or listed on the attachment hereto) it has reviewed the Mortgage File and
the Mortgage Loan Schedule and has determined that: (i) all documents required
to be included in the Mortgage File are in its possession; (ii) such documents
have been reviewed by it and appear regular on their face and relate to such
Mortgage Loan; and (iii) based on examination by it, and only as to such
documents, the information set forth in items (i), (ii), (iii) and (v) of the
definition or description of "Mortgage Loan Schedule" is correct.

The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the above-referenced Agreements. The Indenture Trustee makes no
representation that any documents specified in clause (vi) of Section 2.2 of
the Home Equity Loan Purchase Agreement should be included in any Mortgage
File. The Indenture Trustee makes no representations as to and shall not be
responsible to verify: (i) the validity, legality, sufficiency, enforceability,
due authorization, recordability or genuineness of any of the documents
contained in each Mortgage File of any of the Mortgage Loans identified on the
Mortgage Loan Schedule, (ii) the collectability, insurability,

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effectiveness or suitability of any such Mortgage Loan, or (iii) the existence
of any assumption, modification, written assurance or substitution agreement
with respect to any Mortgage File if no such documents appear in the Mortgage
File delivered to the Indenture Trustee.

Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Indenture.

BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., not in its individual capacity
but solely as Indenture Trustee

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

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87
EXHIBIT C

FORM OF TRUSTEE FINAL CERTIFICATION

[date]

[Seller]

[Servicer]

[Note Insurer]

[Company]
__________________________
__________________________

Re: Indenture, dated as of June 1, 1998 (the
"Indenture"), between PacificAmerica Home Equity Loan
Trust Series 1998-2F and Bankers Trust Company of
California, N.A. -- PacificAmerica Home Equity Loan
Asset-Backed Notes, Series 1998-2F

Gentlemen:

The Indenture Trustee has made no independent examination of
any documents contained in each Mortgage File beyond the review specifically
required in the Agreements. The Indenture Trustee makes no representation that
any documents specified in clause (vi) of Section 2.2 should be included in any
Mortgage File. The Indenture Trustee makes no representations as to and shall
not be responsible to verify: (i) the validity, legality, sufficiency,
enforceability, due authorization, recordability or genuineness of any of the
documents contained in each Mortgage File of any of the Mortgage Loans
identified on the Mortgage Loan Schedule, (ii) the collectability,
insurability, effectiveness or suitability of any such Mortgage Loan or (iii)
the existence of any assumption, modification, written assurance or
substitution agreement with respect to any Mortgage File if no such documents
appear in the Mortgage File delivered to the Indenture Trustee.

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Capitalized words and phrases used herein shall have the
respective meanings assigned to them in the above-captioned Indenture.

BANKERS TRUST COMPANY OF CALIFORNIA,
N.A., not in its individual capacity
but solely as Indenture Trustee

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

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EXHIBIT D

MORTGAGE LOAN SCHEDULE

PROVIDED UPON REQUEST

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