INDENTURE between FIRSTPLUS HOME LOAN OWNER TRUST 1996-4, as Issuer and

1
EXHIBIT 4.1

INDENTURE

between

FIRSTPLUS HOME LOAN OWNER TRUST 1996-4,
as Issuer

and

FIRST BANK NATIONAL ASSOCIATION,
as Indenture Trustee

Dated as of November 1, 1996

FIRSTPLUS HOME LOAN OWNER TRUST 1996-4
Asset Backed Securities, Series 1996-4
2

TABLE OF CONTENTS

Page
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ARTICLE I - DEFINITIONS AND INCORPORATION BY REFERENCE. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.1 Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
SECTION 1.2 Incorporation by Reference of Trust Indenture Act . . . . . . . . . . . . . . . . 11
SECTION 1.3 Rules of Construction . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12

ARTICLE II - THE NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.1 Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
SECTION 2.2 Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . 13
SECTION 2.3 Registration; Registration of Transfer and Exchange . . . . . . . . . . . . . . . 14
SECTION 2.4 Mutilated, Destroyed, Lost or Stolen Notes . . . . . . . . . . . . . . . . . . . 15
SECTION 2.5 Persons Deemed Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
SECTION 2.6 Payment of Principal and Interest; Defaulted Interest . . . . . . . . . . . . . . 16
SECTION 2.7 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.8 Authentication of Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
SECTION 2.9 Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
SECTION 2.10 Book-Entry Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
SECTION 2.11 Notices to Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.12 Definitive Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
SECTION 2.13 Tax Treatment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE III - COVENANTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.1 Payment of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.2 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.3 Money for Payments To Be Held in Trust . . . . . . . . . . . . . . . . . . . . . 22
SECTION 3.4 Existence . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 24
SECTION 3.5 Protection of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.6 Annual Opinions as to Collateral . . . . . . . . . . . . . . . . . . . . . . . . 25
SECTION 3.7 Performance of Obligations; Servicing of Home Loans . . . . . . . . . . . . . . . 25
SECTION 3.8 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
SECTION 3.9 Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.10 Covenants of the Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.11 Servicer's Obligations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.12 Restricted Payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29
SECTION 3.14 Notice of Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 3.15 Further Instruments and Acts . . . . . . . . . . . . . . . . . . . . . . . . . . 30

ARTICLE IV - SATISFACTION AND DISCHARGE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.1 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . 30
SECTION 4.2 Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . 31
SECTION 4.3 Repayment of Moneys Held by Paying Agent . . . . . . . . . . . . . . . . . . . . . 31

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ARTICLE V - REMEDIES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 5.1 Events of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
SECTION 5.2 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . 33
SECTION 5.3 Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 34
SECTION 5.4 Remedies; Priorities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36
SECTION 5.5 Optional Preservation of the Collateral . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.6 Limitation of Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 38
SECTION 5.7 Unconditional Rights of Noteholders To
Receive Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.8 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 39
SECTION 5.9 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.10 Delay or Omission Not a Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.11 Control by Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 40
SECTION 5.12 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.13 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.14 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.15 Action on Notes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
SECTION 5.16 Performance and Enforcement of Certain Obligations . . . . . . . . . . . . . . . . 42

ARTICLE VI - THE INDENTURE TRUSTEE . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.1 Duties of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 42
SECTION 6.2 Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.3 Individual Rights of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.4 Indenture Trustee's Disclaimer . . . . . . . . . . . . . . . . . . . . . . . . . . 44
SECTION 6.5 Notice of Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.6 Reports by Indenture Trustee to Holders . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.7 Compensation and Indemnity . . . . . . . . . . . . . . . . . . . . . . . . . . . . 45
SECTION 6.8 Replacement of Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . 45

SECTION 6.9 Successor Indenture Trustee by Merger . . . . . . . . . . . . . . . . . . . . . . . 46
SECTION 6.10 Appointment of Co-Indenture Trustee or
Separate Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
SECTION 6.11 Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 6.12 Preferential Collection of Claims Against Issuer . . . . . . . . . . . . . . . . . 48

ARTICLE VII - NOTEHOLDERS' LISTS AND REPORTS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 7.1 Issuer To Furnish Indenture Trustee Names
and Addresses of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
SECTION 7.2 Preservation of Information; Communications
to Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.3 Reports by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
SECTION 7.4 Reports by Indenture Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . 49

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ARTICLE VIII - ACCOUNTS, DISBURSEMENTS AND RELEASES . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.1 Collection of Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.2 Trust Accounts; Distributions . . . . . . . . . . . . . . . . . . . . . . . . 50
SECTION 8.3 General Provisions Regarding Accounts . . . . . . . . . . . . . . . . . . . . 53
SECTION 8.4 Servicer's Monthly Statements. . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.5 Release of Collateral . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
SECTION 8.6 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54

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

ARTICLE X - REDEMPTION OF NOTES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.1 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 58
SECTION 10.2 Form of Redemption Notice . . . . . . . . . . . . . . . . . . . . . . . . . . 59
SECTION 10.3 Notes Payable on Redemption Date . . . . . . . . . . . . . . . . . . . . . . . 60

ARTICLE XI - MISCELLANEOUS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
SECTION 11.1 Compliance Certificates and Opinions, etc. . . . . . . . . . . . . . . . . . . 60
SECTION 11.2 Form of Documents Delivered to Indenture Trustee . . . . . . . . . . . . . . . 62
SECTION 11.3 Acts of Noteholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer,
Rating Agencies and Securities Insurer . . . . . . . . . . . . . . . . . . . . 63
SECTION 11.5 Notices to Noteholders; Waiver . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.6 [RESERVED] . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.7 Conflict with Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . 64
SECTION 11.8 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . 64
SECTION 11.9 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.10 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.12 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.13 GOVERNING LAW . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.15 Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.16 Trust Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 65
SECTION 11.17 No Petition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66
SECTION 11.18 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 66

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EXHIBITS

SCHEDULE A - Schedule of Home Loans
EXHIBIT A-1 - Form of Class A-1 Note
EXHIBIT A-2 - Form of Class A-2 Note
EXHIBIT A-3 - Form of Class A-3 Note
EXHIBIT A-4 - Form of Class A-4 Note
EXHIBIT A-5 - Form of Class A-5 Note
EXHIBIT A-6 - Form of Class A-6 Note
EXHIBIT A-7 - Form of Class A-7 Note
EXHIBIT A-8 - Form of Class A-8 Note

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INDENTURE dated as of November 1, 1996, between FIRSTPLUS HOME LOAN
OWNER TRUST 1996-4, a Delaware business trust (the " Issuer"), and FIRST BANK
NATIONAL ASSOCIATION, a banking corporation, as trustee and not in its
individual capacity (the "Indenture Trustee").

Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the holders of the Issuer's Class A-1
6.12% Asset Backed Notes (the "Class A-1 Notes"), Class A-2 6.14% Asset Backed
Notes (the "Class A-2 Notes"), Class A-3 6.28% Asset Backed Notes (the "Class
A-3 Notes"), Class A-4 6.45% Asset Backed Notes (the "Class A-4 Notes"), Class
A-5 6.53% Asset Backed Notes (the "Class A-5 Notes"), Class A-6 6.87% Asset
Backed Notes (the "Class A-6 Notes"), Class A-7 7.09% Asset Backed Notes (the
"Class A-7 Notes") and Class A-8 7.31% Asset Backed Notes (the "Class A-8
Notes") and, together with the Class A-1, Class A-2 , Class A-3, Class A-4,
Class A-5, Class A-6, Class A-7 and Class A-8 Notes, the "Notes"):

GRANTING CLAUSE

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

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

The Indenture Trustee, as Indenture Trustee on behalf of the holders
of the Notes, acknowledges such Grant, accepts the trusts hereunder and agrees
to perform its duties required in this Indenture to the best of its ability to
the end that the interests of the holders of the Notes may be adequately and
effectively protected. The Indenture Trustee agrees and acknowledges that the
Indenture Trustee's Home Loan Files will be held by the Custodian for the
benefit of the Indenture Trustee in Dallas, Texas. The Indenture Trustee
further agrees and acknowledges that each other

INDENTURE (Series 1996-4) - Page 1

item of Collateral that is physically delivered to the Indenture Trustee will
be held by the Indenture Trustee in St. Xxxx, Minnesota.

DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1 (a) Definitions. Except as otherwise specified herein
or as the context may otherwise require, the following terms have the
respective meanings set forth below for all purposes of this Indenture.

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

"Administration Agreement" means the Administration Agreement dated as
of November 1, 1996, among the Administrator, the Issuer and the Indenture
Trustee.

"Administrator" means First Bank National Association, a national
banking association, or any successor Administrator under the Administration
Agreement.

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

"Authorized Officer" means, with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Owner Trustee to the Indenture Trustee on the Closing Date (as
such list may be modified or supplemented from time to time thereafter) and, so
long as the Administration Agreement is in effect, any Vice President or more
senior officer of the Administrator who is authorized to act for the
Administrator in matters relating to the Issuer and to be acted upon by the
Administrator pursuant to the Administration Agreement and who is identified on
the list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or supplemented from
time to time thereafter).

"Available Collection Amount" means, an amount equal to the sum of:
(i) all amounts received on the Home Loans or required to be paid by the
Servicer, the Transferor or the Seller during the related Due Period (exclusive
of amounts not required to be deposited in the Collection Account and amounts
permitted to be withdrawn by the Indenture Trustee from the Collection Account
pursuant to Section 5.01(d) of the Sale and Servicing Agreement) as reduced by
any portion thereof that may not be withdrawn therefrom pursuant to an order of
a United States bankruptcy court of competent jurisdiction imposing a stay
pursuant to Xxxxxxx 000 xx xxx Xxxxxx Xxxxxx Bankruptcy Code; (ii) in the case
of a Distribution Date relating to a Due Period that occurs prior

INDENTURE (Series 1996-4) - Page 2

to the end of the Funding Period, an amount from the Capitalized Interest
Account sufficient to fund any shortfall in the Interest Distribution Amount
attributable to the amounts in the Pre-Funding Account; (iii) in the case of the
Pre-Funding Termination Distribution Date, amounts, if any, remaining in the
Pre-Funding Account at the end of the Funding Period (net of reinvestment
income, which shall be transferred to the Capitalized Interest Account); (iv)
with respect to the final Distribution Date or an early redemption or
termination of the Offered Securities pursuant to Section 11.02 of the Sale and
Servicing Agreement, the Termination Price, and (v) any and all income or gain
from investments in the Collection Account.

"Basic Documents" means the Certificate of Trust, the Trust Agreement,
this Indenture, the Sale and Servicing Agreement, the Loan Sale Agreement, the
Administration Agreement, the Insurance Agreement, the Custodial Agreement, the
Note Depository Agreement, the Certificate Depository Agreement and other
documents and certificates delivered in connection therewith.

"Book-Entry Notes" means a beneficial interest in the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class A-5
Notes, the Class A-6 Notes, the Class A-7 Notes and the Class A-8 Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

"Business Day" means any day other than (i) a Saturday or a Sunday, or
(ii) a day on which banking institutions in New York City or the city in which
the principal office of the Securities Insurer or the corporate trust office of
the Indenture Trustee is located are authorized or obligated by law or
executive order to be closed.

"Certificate Depository Agreement" has the meaning specified in
Section 1.1 of the Trust Agreement.

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

"Class A-1 Final Scheduled Distribution Date" means the Distribution
Date occurring in August 2004.

"Class A-1 Interest Rate" means 6.12% per annum (computed on the basis
of a 360-day year consisting of twelve 30-day months).

"Class A-1 Notes" means the Class A-1 6.12% Asset Backed Notes,
substantially in the form of Exhibit A-1.

"Class A-2 Final Scheduled Distribution Date" means the Distribution
Date occurring in October 2006.

"Class A-2 Interest Rate" means 6.14% per annum (computed on the basis
of a 360-day year consisting of twelve 30-day months).

INDENTURE (Series 1996-4) - Page 3

"Class A-2 Notes" means the Class A-2 6.14% Asset Backed Notes,
substantially in the form of Exhibit A-2.

"Class A-3 Final Scheduled Distribution Date" means the Distribution
Date occurring in March 2009.

"Class A-3 Interest Rate" means 6,28% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

"Class A-3 Notes" means the Class A-3 6.28% Asset Backed Notes,
substantially in the form of Exhibit A-3.

"Class A-4 Final Scheduled Distribution Date" means the Distribution
Date occurring in March 2010.

"Class A-4 Interest Rate" means 6.45% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

"Class A-4 Notes" means the Class A-4 6.45% Asset Backed Notes,
substantially in the form of Exhibit A-4.

"Class A-5 Final Scheduled Distribution Date" means the Distribution
Date occurring in July 2011.

"Class A-5 Interest Rate" means 6.53% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

"Class A-5 Notes" means the Class A-5 6.53% Asset Backed Notes,
substantially in the form of Exhibit A-5.

"Class A-6 Final Scheduled Distribution Date" means the Distribution
Date occurring in August 2014.

"Class A-6 Interest Rate" means 6.87% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

"Class A-6 Notes" means the Class A-6.87% Asset Backed Notes,
substantially in the form of Exhibit A-6.

"Class A-7 Final Scheduled Distribution Date" means the Distribution
Date occurring in May 2016.

"Class A-7 Interest Rate" means 7.09% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

INDENTURE (Series 1996-4) - Page 4

"Class A-7 Notes" means the Class A-7 7.09% Asset Backed Notes,
substantially in the form of Exhibit A-7.

"Class A-8 Final Scheduled Distribution Date" means the Distribution
Date occurring in December 2018.

"Class A-8 Interest Rate" means 7.31% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

"Class A-8 Notes" means the Class A-8 7.31% Asset Backed Notes,
substantially in the form of Exhibit A-8.

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

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

"Closing Date" means November 22, 1996.

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

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

"Company" means FIRSTPLUS RESIDUAL HOLDINGS, INC., a Nevada
corporation or any successor in interest thereto.

"Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at date of execution of this Agreement is located at
000 Xxxx Xxxxx Xxxxxx, Xx. Xxxx, Xxxxxxxxx 00000; Attention: Corporate Trust
Department, or at such other address as the Indenture Trustee may designate
from time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee at the address
designated by such successor Indenture Trustee by notice to the Noteholders and
the Issuer.

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

"Definitive Notes" has the meaning specified in Section 2.12.

"Depository Institution" means any depository institution or trust
company, including the Indenture Trustee, that (a) is incorporated under the
laws of the United States of America or any

INDENTURE (Series 1996-4) - Page 5

State thereof, (b) is subject to supervision and examination by federal or
state banking authorities and (c) has outstanding unsecured commercial paper or
other short-term unsecured debt obligations that are rated A-1 by S&P and P-1
by Moody's (or comparable ratings if S&P and Moody's are not the Rating
Agencies).

"Distribution Date" means the 10th day of any month or if such 10th
day is not a Business Day, the first Business Day immediately following such
day, commencing in December 1996.

"Due Period" means, with respect to any Distribution Date and any
class of Notes, the calendar month immediately preceding the month of such
Distribution Date.

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

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

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

"Final Scheduled Distribution Date" means with respect to a Class of
Notes the respective Class A-1 Final Scheduled Distribution Date, Class A-2
Final Scheduled Distribution Date, Class A-3 Final Scheduled Distribution Date,
Class A-4 Final Scheduled Distribution Date, Class A- 5 Final Scheduled
Distribution Date, Class A-6 Final Scheduled Distribution Date, Class A-7 Final
Scheduled Distribution Date, or Class A-8 Final Scheduled Distribution Date.

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

"Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note Register; provided that the exercise of any rights of
such Holder or Noteholder under this Indenture shall at all times be subject to
Section 11.19 hereto.

"Indenture Trustee" means First Bank National Association, a national
banking corporation, as Indenture Trustee under this Indenture, or any
successor Indenture Trustee under this Indenture.

INDENTURE (Series 1996-4) - Page 6

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

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

"Interest Distribution Amount" means, on any Distribution Date, the
sum of the Noteholders' Interest Distributable Amount for each Class of Notes
and the Certificateholders' Interest Distributable Amount for such Distribution
Date.

"Interest Rate" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate, the
Class A-5 Interest Rate, the Class A-6 Interest Rate, the Class A-7 Interest
Rate or the Class A-8 Interest Rate, as applicable.

"Issuer" means FIRSTPLUS HOME LOAN OWNER TRUST 1996-4 until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

"Moody's" means Xxxxx'x Investor Service, Inc., or any successor
thereto.

"Note" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note, a Class A-5 Note, a Class A-6 Note, a Class A-7 Note or a Class
A-8 Note, as applicable.

"Note Depository Agreement" means the agreement dated November 21,
1996, among the Issuer, the Administrator, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, relating to the Book
Entry Notes.

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

INDENTURE (Series 1996-4) - Page 7

"Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.3.

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

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 8

"Outstanding Amount" means the aggregate principal amount of all
Notes, or Class of Notes, as applicable, Outstanding at the date of
determination.

"Owner Trustee" means Wilmington Trust Company, not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any
successor Owner Trustee under the Trust Agreement.

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

"Payment Date" means a Distribution Date.

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

"Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.4 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

"Rating Agency Condition" means, with respect to any action to which a
Rating Agency Condition applies, that each Rating Agency shall have been given
10 days (or such shorter period as is acceptable to each Rating Agency) prior
notice thereof and that each of the Rating Agencies shall have notified the
Seller, the Servicer and the Issuer in writing that such action will not result
in a reduction or withdrawal of the then current rating of the Notes.

"Rating Agency" means either or both of (i) Standard & Poor's or (ii)
Moody's. If no such organization or successor is any longer in existence,
"Rating Agency" shall be a nationally recognized statistical rating
organization or other comparable Person designated by the Securities Insurer,
notice of which designation shall be given to the Issuer, the Indenture
Trustee, the Owner Trustee and the Servicer.

"Record Date" means, as to each Distribution Date, the last Business
Day of the month immediately preceding the month in which such Distribution
Date occurs.

INDENTURE (Series 1996-4) - Page 9

15
"Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.1 or a payment to Noteholders pursuant to Section 10.4,
the Distribution Date specified by the Servicer or the Issuer pursuant to
Section 10.1 or 10.4, as applicable.

"Redemption Price" means in the case of a redemption of the Notes
pursuant to Section 10.1, an amount equal to the unpaid principal amount of the
Notes redeemed plus accrued and unpaid interest thereon at the respective
Interest Rates for each Class of Notes being so redeemed to but excluding the
Redemption Date, plus any unpaid Trust Fees and Expenses and all other amounts
owed to the Securities Insurer pursuant to the Insurance Agreement.

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

"Regular Principal Distribution Amount" means, on each Distribution
Date, an amount equal to the lesser of:

(A) the sum of the aggregate Class Principal Balance of
the Notes and the Certificate Principal Balance of the Certificates
immediately prior to such Distribution Date; and

(B) the greater of (1) the sum of (i) each scheduled payment
of principal collected by the Servicer in the related Due Period, (ii)
all partial and full principal prepayments applied by the Servicer
during such related Due Period, (iii) the principal portion of all Net
Liquidation Proceeds, Insurance Proceeds and Released Mortgaged
Property Proceeds received during the related Due Period, (iv) (a)
that portion of the purchase price of any repurchased Home Loan which
represents principal and (b) the principal portion of any Substitution
Adjustments required to be deposited in the Collection Account as of
the related Determination Date, (v) the amount of any Net Loan Losses
equal to the amount on deposit in the Reserve Account until such
amount is reduced to zero, and (vi) if the Overcollateralization
Amount is zero, the amount of any Net Loan Losses minus the sum of (a)
the amount included in clause (v) above for such Distribution Date and
(b) the amount of Net Loan Losses allocated to reduce the
Overcollateralization Amount to zero on such Distribution Date
pursuant to Section 5.09 of the Sale & Servicing Agreement; and (2)
the amount by which (i) the aggregate principal balance of the Offered
Securities as of the preceding Distribution Date (after giving effect
to all payments of principal on such preceding Distribution Date)
exceeds (ii) the Pool Principal Balance plus funds on deposit in the
Pre-Funding Account, each as of the immediately preceding
Determination Date; provided, however, that if such Distribution Date
is an Overcollateralization Stepdown Date, then with respect to the
distribution of principal to the Noteholders and Certificateholders
the foregoing amount in each case, will be reduced (but not less than
zero) by the Overcollateralization Reduction Amount, if any, for such
Distribution Date.

"Reserve Account" means, the account established and maintained
pursuant to Section 5.07 of the Sale and Servicing Agreement.

INDENTURE (Series 1996-4) - Page 10

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

"Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of November 1, 1996, among the Issuer, FIRSTPLUS INVESTMENT
CORPORATION, as Seller, and, FIRSTPLUS FINANCIAL, INC., as Servicer, and the
Indenture Trustee, as Indenture Trustee and Co-Owner Trustee.

"Schedule of Home Loans" means the listing of the Home Loans set forth
in Schedule A, as supplemented as of each Subsequent Transfer Date and as of
any date on which a Deleted Home Loan has been repurchased from the Trust or
substituted with a Qualified Home Loan pursuant to Section 3.05 of the Sale and
Servicing Agreement.

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

"Seller" shall mean FIRSTPLUS INVESTMENT CORPORATION, in its capacity
as seller under the Sale and Servicing Agreement, and its successor in
interest.

"Servicer" shall mean FIRSTPLUS FINANCIAL, INC. in its capacity as
servicer under the Sale and Servicing Agreement, and any Successor Servicer
thereunder.

"Standard & Poor's means Standard & Poor's Ratings Group, a division
of The XxXxxx-Xxxx Companies, Inc.

"State" means any one of the 00 Xxxxxx xx xxx Xxxxxx Xxxxxx xx Xxxxxxx
or the District of Columbia.

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

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

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

(b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein have
the respective meanings set forth in the Sale and Servicing Agreement for all
purposes of this Indenture.

INDENTURE (Series 1996-4) - Page 11

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

"Commission" means the Securities and Exchange Commission.

"indenture securities" means the Notes.

"indenture security holder" means a Noteholder.

"indenture to be qualified" means this Indenture.

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

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

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

SECTION 1.3 Rules of Construction. Unless the context otherwise
requires:

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

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

(iii) "or" is not exclusive;

(iv) "including" means including without limitation;

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

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

INDENTURE (Series 1996-4) - Page 12

18
II

THE NOTES

SECTION 2.1 Form. The Notes shall be designated as the "FIRSTPLUS
HOME LOAN OWNER TRUST 1996-4 Asset Backed Notes, Series 1996-4". The Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes, the Class A-6 Notes, the Class A-7 Notes and the Class A-8 Notes, in
each case together with the Indenture Trustee's certificate of authentication,
shall be in substantially the form set forth in Exhibit X-0, Xxxxxxx X-0,
Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0, Exhibit A-7 and Exhibit
A-8, respectively, with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture, and may
have such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution thereof. Any
portion of the text of any Note may be set forth on the reverse thereof, with
an appropriate reference thereto on the face of the Note.

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

Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx X-0,
Exhibit A-5, Exhibit X-0, Xxxxxxx X-0 and Exhibit A-8 are part of the terms of
this Indenture.

SECTION 2.2 Execution, Authentication, Delivery and Dating. The
Notes shall be executed on behalf of the Issuer by an Authorized Officer of the
Owner Trustee or the Administrator. 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 Owner Trustee or the Administrator
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.

Subject to the satisfaction of the conditions set forth in Section
2.8, the Indenture Trustee shall authenticate and deliver Class A-1 Notes for
original issue in an aggregate principal amount of $100,750,000, Class A-2
Notes for original issue in an aggregate principal amount of $37,740,000, Class
A-3 Notes for original issue in an aggregate principal amount of $50,270,000
Class A-4 Notes for original issue in an aggregate principal amount of
$27,520,000, Class A-5 Notes for original issue in an aggregate principal
amount of $37,100,000, Class A-6 Notes for original issue in an aggregate
principal amount of $56,620,000 and Class A-7 Notes for original issue in an
aggregate principal amount of $44,340,000 and Class A-8 Notes for original
issue in an aggregate principal amount of $21,950,000. The aggregate principal
amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes,
Class A-5 Notes, Class A-6 Notes, Class A-7 Notes and Class A-8 Notes
outstanding at any time may not exceed such respective amounts.

INDENTURE (Series 1996-4) - Page 13

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
November 22, 1996. All other Notes that are authenticated after the Closing
Date for any other purpose under the Indenture shall be dated the date of their
authentication. The Notes shall be issuable as registered Notes in the minimum
denomination $100,000 and 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 2.3 Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Indenture Trustee initially shall be the "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of Note Registrar.

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

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

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

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

INDENTURE (Series 1996-4) - Page 14

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

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

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

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

Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note, other than the
Securities Insurer, 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.

INDENTURE (Series 1996-4) - Page 15

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

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

SECTION 2.5 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Securities Insurer, the
Indenture Trustee and any agent of the Issuer, the Securities 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 none of
the Issuer, the Securities Insurer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

SECTION 2.6 Payment of Principal and Interest; Defaulted Interest.

(a) The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class
A-5 Notes, the Class A-6 Notes, the Class A-7
Notes and the Class A-8 Notes shall accrue
interest at the Class A-1 Interest Rate, the Class
A-2 Interest Rate, the Class A-3 Interest Rate,
the Class A-4 Interest Rate, the Class A-5
Interest Rate, the Class A-6 Interest Rate, the
Class A-7 Interest Rate and the Class A-8 Interest
Rate, respectively, as set forth in Exhibits X-0,
X-0, X-0, X-0, X-0, X-0, A-7 and A-8,
respectively, and such interest shall be payable
on each Distribution Date as specified therein,
subject to Section 3.1. 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 Distribution Date
shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is
registered on the Record Date by check mailed
first-class postage prepaid to such Person's
address as it appears on the Note Register on such
Record Date, except that, unless Definitive Notes
have been issued pursuant to Section 2.12, with
respect to Notes registered on the Record Date in
the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.),
payment will be made by wire transfer in
immediately available funds to the account
designated by such nominee and except for the
final installment of principal payable with
respect to such Note on a Distribution Date or on
the applicable Final Scheduled Distribution Date
for such Class of Notes (and except for the
Redemption Price for any Note called for

INDENTURE (Series 1996-4) - Page 16

redemption pursuant to Section 10.1), which shall
be payable as provided below. The funds
represented by any such checks returned
undelivered shall be held in accordance with
Section 3.3.

(b) The principal of each Note shall be payable in
installments on each Distribution Date as
provided in the forms of the Notes set forth in
Exhibit X-0, Xxxxxxx X-0, Exhibit X-0, Xxxxxxx
X-0, Exhibit X-0, Xxxxxxx X-0, Exhibit A-7 and
Exhibit A-8. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes of a
Class of Notes shall be due and payable, if not
previously paid, on the earlier of (i) the
respective Final Scheduled Distribution Date of
such Class, (ii) the Redemption Date or (iii) the
date on which an Event of Default shall have
occurred and be continuing, if the Indenture
Trustee or the Holders of Notes representing not
less than a majority of the Outstanding Amount of
the Notes have declared the Notes to be
immediately due and payable in the manner
provided in Section 5.2. All principal payments
on each Class of Notes shall be made pro rata to
the Noteholders of such Class entitled thereto.
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
Distribution Date on which the Issuer expects
that the final installment of principal of and
interest on such Note will be paid. Such notice
shall be mailed or transmitted by facsimile prior
to such final Distribution Date and shall specify
that such final installment will be payable only
upon presentation and surrender of such Note and
shall specify the place where such Note may be
presented and surrendered for payment of such
installment. A copy of such form of notice shall
be sent to the Securities Insurer by the
Indenture Trustee. Notices in connection with
redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.2.

SECTION 2.7 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, 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
Order that they be destroyed or returned to it; provided, that such Issuer
Order is timely and the Notes have not been previously disposed of by the
Indenture Trustee.

INDENTURE (Series 1996-4) - Page 17

SECTION 2.8 Authentication of Notes. The Notes may be
authenticated by the Indenture Trustee, upon Issuer Request and upon receipt by
the Indenture Trustee of the following:

(a) An Issuer Order authorizing the execution and authentication
of such Notes by the Issuer.

(b) All of the items of Collateral which shall be delivered to the
Indenture Trustee or its designee.

(d) Opinions of Counsel addressed to the Indenture Trustee and the
Securities Insurer to the effect that:

(i) all instruments furnished to the Indenture Trustee as
conditions precedent to the authentication of the Notes by the
Indenture Trustee pursuant to the Indenture conform to the
requirements of this Indenture and constitute all the documents
required to be delivered hereunder for the Indenture Trustee to
authenticate the Notes;

(ii) all conditions precedent provided for in this
Indenture relating to the authentication of the Notes have been
complied with;

(iii) the Owner Trustee has power and authority to execute,
deliver and perform its obligations under the Trust Agreement;

(iv) the Issuer has been duly formed is validly existing
as a business trust under the laws of the State of Delaware, 12 Del.
C. Section 3801, et seq., and has power, authority and legal right to
execute and deliver this Indenture, the Administration Agreement, the
Insurance Agreement and the Sale and Servicing Agreement;

(v) assuming due authorization, execution and delivery
thereof by the Indenture Trustee, the Indenture is the valid, legal
and binding obligation of the Issuer, enforceable in accordance with
its terms, subject to bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent or preferential conveyance and
other similar laws of general application affecting the rights of
creditors generally and to general principles of equity (regardless of
whether such enforcement is considered in a proceeding in equity or at
law);

(vi) the Notes, when executed and authenticated as
provided herein and delivered against payment therefor, will be the
valid, legal and binding obligations of the Issuer pursuant to the
terms of this Indenture, entitled to the benefits of this Indenture,
and will be enforceable in accordance with their terms, subject to
bankruptcy, insolvency, reorganization, arrangement, moratorium,
fraudulent or preferential conveyance and other similar laws of
general application affecting the rights of creditors generally and to
general

INDENTURE (Series 1996-4) - Page 18

principles of equity (regardless of whether such enforcement is
considered in a proceeding in equity or at law);

(vii) the Trust Agreement authorizes the Issuer to Grant
the Collateral to the Indenture Trustee as security for the Notes and
the Owner Trustee has taken all necessary action under the Trust
Agreement to Grant the Collateral to the Indenture Trustee;

(viii) this Indenture has been duly qualified under the
Trust Indenture Act of 1939;

(ix) this Indenture, together with the Grant of the
Collateral to the Indenture Trustee, creates a valid security interest
in the Collateral in favor of the Indenture Trustee for the benefit of
the Noteholders;

(x) such action has been taken with respect to delivery
of possession of the Collateral, and with respect to the execution and
filing of this Indenture and any financing statements as are necessary
to make effective and to perfect a first priority security interest
created by this Indenture in the Collateral in favor of the Indenture
Trustee, except that with respect to the Debt Instruments, possession
of such Debt Instruments must be maintained by the Indenture Trustee
or an agent of the Indenture Trustee (other than the Issuer, an
Affiliate of the Issuer, or a "securities intermediary," as defined in
Section 8.102 of the UCC, an agent of the Indenture Trustee; and

(xi) no authorization, approval or consent of any
governmental body having jurisdiction in the premises which has not
been obtained by the Issuer is required to be obtained by the Issuer
for the valid issuance and delivery of the Notes, except that no
opinion need be expressed with respect to any such authorizations,
approvals or consents as may be required under any state securities
"blue sky" laws.

(e) An Officer's Certificate complying with the requirements of
Section 11.1 and stating that:

(i) the Issuer is not in Default under this Indenture and
the issuance of the Notes applied for will not result in any breach of
any of the terms, conditions or provisions of, or constitute a default
under, the Trust Agreement, any indenture, mortgage, deed of trust or
other agreement or instrument to which the Issuer is a party or by
which it is bound, or any order of any court or administrative agency
entered in any proceeding to which the Issuer is a party or by which
it may be bound or to which it may be subject, and that all conditions
precedent provided in this Indenture relating to the authentication
and delivery of the Notes applied for have been complied with;

(ii) the Issuer is the owner of all of the Home Loans, has
not assigned any interest or participation in the Home Loans (or, if
any such interest or participation has been assigned, it has been
released) and has the right to Grant all of the Home Loans to the
Indenture Trustee;

INDENTURE (Series 1996-4) - Page 19

(iii) the Issuer has Granted to the Indenture Trustee all
of its right, title, and interest in the Collateral, and has delivered
or caused the same to be delivered to the Indenture Trustee;

(iv) attached thereto are true and correct copies of
letters signed by Xxxxx'x and S&P confirming that each Class of the
Notes and the Certificates have been rated "Aaa" and "AAA" by Xxxxx'x
and S&P, respectively; and

(v) all conditions precedent provided for in this
Indenture relating to the authentication of the Notes have been
complied with.

(f) A fair value certificate from an Independent Person.

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

(b) The Servicer, on behalf of the Issuer, shall be entitled to
obtain a release from the lien of this Indenture for any Home Loan and the
related Mortgaged Property at any time (i) after a payment by the Transferor or
the Issuer of the Purchase Price of the Home Loan, (ii) after a Qualified
Substitute Home Loan is substituted for such Home Loan and payment of the
Substitution Adjustment, if any, (iii) after liquidation of the Home Loan in
accordance with Section 4.02 of the Sale and Servicing Agreement and the
deposit of all Recoveries thereon in the Collection Account, or (iv) upon the
termination of a Home Loan (due to, among other causes, a prepayment in full of
the Home Loan and sale or other disposition of the related Mortgaged Property),
if the Issuer delivers to the Indenture Trustee and the Securities Insurer an
Issuer Request (A) identifying the Home Loan and the related Mortgaged Property
to be released, (B) requesting the release thereof, (C) setting forth the
amount deposited in the Collection Account with respect thereto, and (D)
certifying that the amount deposited in the Collection Account (x) equals the
Purchase Price of the Home Loan, in the event a Home Loan and the related
Mortgaged Property are being released from the lien of this Indenture pursuant
to item (i) above, (y) equals the Substitution Adjustment related to the
Qualified Substitute Home Loan and the Deleted Home Loan released from the lien
of the Indenture pursuant to item (ii) above, or (z) equals the entire amount
of Recoveries received with respect to such Home Loan and the related Mortgaged
Property in the event of a release from the lien of this Indenture pursuant to
items (iii) or (iv) above.

(c) The Indenture Trustee shall, if requested by the Servicer,
temporarily release or cause the Custodian to temporarily release to the
Servicer the Indenture Trustee's Home Loan File pursuant to the provisions of
Section 7.02 of the Sale and Servicing Agreement upon compliance by the
Servicer of the provisions thereof provided that the Indenture Trustee's Home
Loan File shall have been stamped to signify the Issuer's pledge to the
Indenture Trustee under the Indenture.

INDENTURE (Series 1996-4) - Page 20

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

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

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 21

27
SECTION 2.12 Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Notes and the Administrator is unable to locate a qualified successor, (ii) the
Administrator at its option advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency or (iii)
after the occurrence of an Event of Default, Owners of the Book-Entry Notes
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of such Notes advise the Clearing Agency in writing that the
continuation of a book-entry system through the Clearing Agency is no longer in
the best interests of such Note Owners, then the Clearing Agency shall notify
all Note Owners and the Indenture Trustee of the occurrence of such event and of
the availability of Definitive Notes to Note Owners requesting the same. Upon
surrender to the Indenture Trustee of the typewritten Notes representing the
Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
Trustee shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders.

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

III

COVENANTS

SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay (or will cause to be duly and punctually paid) the principal
of and interest, if any, on the Notes in accordance with the terms of the Notes
and this Indenture. Without limiting the foregoing, subject to and in
accordance with Section 8.2(c), the Issuer will cause to be distributed all
amounts on deposit in the Note Distribution Account on a Distribution Date
deposited therein pursuant to the Sale and Servicing Agreement (i) for the
benefit of the Class A-1 Notes, to the Class A-1 Noteholders, (ii) for the
benefit of the Class A-2 Notes, to the Class A-2 Noteholders, (iii) for the
benefit of the Class A-3 Notes, to the Class A-3 Noteholders, (iv) for the
benefit of the Class A-4 Notes, to the Class A-4 Noteholders, (v) for the
benefit of the Class A-5 Notes, to the Class A-5 Noteholders, (vi) for the
benefit of the Class A-6 Notes, to the Class A-6 Noteholders, (vii) for the
benefit of the Class A-7 Notes, to the A-7 Noteholders, and (viii) for the
benefit of the Class A-8 Notes, to the Class A-8 Noteholders. Amounts properly
withheld under the Code by any Person

INDENTURE (Series 1996-4) - Page 22

from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all
purposes of this Indenture.

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

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

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

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

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

The Issuer will cause each Paying Agent other than the Administrator
to execute and deliver to the Indenture Trustee an instrument in which such
Paying Agent shall agree with the Indenture

INDENTURE (Series 1996-4) - Page 23

Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so
agrees), subject to the provisions of this Section, that such Paying Agent
will:

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

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

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

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

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

The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent to pay to the Indenture Trustee all sums
held in trust by such Paying Agent, such sums to be held by the Indenture
Trustee upon the same 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 or
abandoned property, any money held by the Indenture Trustee or any Paying Agent
in trust for the payment of any amount due with respect to any Note and
remaining unclaimed for two years after such amount has become due and payable
shall be discharged from such trust and be paid to the Issuer on Issuer
Request; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Issuer for payment thereof (but only to the extent
of the amounts so paid to the Issuer), and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Indenture Trustee or such Paying Agent,
before being required to make any such repayment, shall at the expense and
direction of the Issuer cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and

INDENTURE (Series 1996-4) - Page 24

of general circulation in The City of New York, notice that such money remains
unclaimed and that, after a date specified therein, which shall not be less than
30 days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer. The Indenture Trustee shall also
adopt and employ, at the expense and direction of the Issuer, any other
reasonable means of notification of such repayment (including, but not limited
to, mailing notice of such repayment to Holders whose Notes have been called but
have not been surrendered for redemption or whose right to or interest in moneys
due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

SECTION 3.4 Existence.

(a) Subject to Section 3.4(b), the Issuer will keep in full effect
its existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States of
America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes and the Collateral.

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

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

SECTION 3.5 Protection of Collateral. The Issuer will from time to
time and upon the direction of the Securities Insurer execute and deliver all
such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

(i) provide further assurance with respect to the Grant
of all or any portion of the Collateral;

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

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

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

INDENTURE (Series 1996-4) - Page 25

(v) preserve and defend title to the Collateral and the
rights of the Indenture Trustee, the Noteholders and the Securities
Insurer in such Collateral against the claims of all persons and
parties.

The Issuer hereby designates the Administrator its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.5.

SECTION 3.6 Annual Opinions as to Collateral.

On or before February 15 in each calendar year, beginning in 1997, the
Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and with
respect to the execution and filing of any financing statements and
continuation statements as is necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture,
any indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until February 15th of the following
calendar year.

SECTION 3.7 Performance of Obligations; Servicing of Home Loans.

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

(b) The Issuer may contract with or otherwise obtain
the assistance of other Persons (including,
without limitation, the Administrator under the
Administration Agreement) to assist it in
performing its duties under this Indenture, and
any performance of such duties by a Person
identified to the Indenture Trustee and the
Securities Insurer in an Officer's Certificate of
the Issuer shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted
with the Servicer and the Administrator to assist
the Issuer in performing its duties

INDENTURE (Series 1996-4) - Page 26

under this Indenture. The Administrator must at
all times be the same person as the Indenture
Trustee.

(c) The Issuer will punctually perform and observe
all of its obligations and agreements contained
in this Indenture, the Basic Documents and in the
instruments and agreements included in the
Collateral, including but not limited to (i)
filing or causing to be filed all UCC financing
statements and continuation statements required
to be filed by the terms of this Indenture and
the Sale and Servicing Agreement and (ii)
recording or causing to be recorded all
Mortgages, Assignments of Mortgage, all
intervening Assignments of Mortgage and all
assumption and modification agreements required
to be recorded by the terms of the Sale and
Servicing Agreement, in accordance with and
within the time periods provided for in this
Indenture and/or the Sale and Servicing
Agreement, as applicable. Except as otherwise
expressly provided therein, the Issuer shall not
waive, amend, modify, supplement or terminate any
Basic Document or any provision thereof without
the consent of the Indenture Trustee, the
Securities Insurer, and the Holders of at least a
majority of the Outstanding Amount of the Notes.

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

(e) As promptly as possible after the giving of
notice of termination to the Servicer of the
Servicer's rights and powers pursuant to Section
10.01 of the Sale and Servicing Agreement, the
Issuer, upon the prior written consent of or upon
the direction of the Securities Insurer, shall
appoint a successor servicer (the "Successor
Servicer"), and such Successor Servicer shall
accept its appointment by a written assumption in
a form acceptable to the Indenture Trustee. In
the event that a Successor Servicer has not been
appointed and accepted its appointment at the
time when the Servicer ceases to act as Servicer,
the Indenture Trustee without further action
shall automatically be appointed the Successor
Servicer. The Indenture Trustee may resign as
the Servicer by giving written notice of such
resignation to the Issuer and in such event will
be released from such

INDENTURE (Series 1996-4) - Page 27

duties and obligations, such release not to be
effective until the date a new servicer enters
into a servicing agreement with the Issuer as
provided below. Upon delivery of any such notice
to the Issuer, the Issuer shall obtain a new
servicer as the Successor Servicer under the Sale
and Servicing Agreement. Any Successor Servicer
other than the Indenture Trustee shall (i)
satisfy the criteria specified in Section 9.04(b)
of the Sale and Servicing Agreement and (ii)
enter into a servicing agreement with the Issuer
having substantially the same provisions as the
provisions of the Sale and Servicing Agreement
applicable to the Servicer. If within 30 days
after the delivery of the notice referred to
above, the Issuer shall not have obtained such a
new servicer, the Indenture Trustee may appoint,
or may petition a court of competent jurisdiction
to appoint, a Successor Servicer. In connection
with any such appointment, the Indenture Trustee
may make such arrangements for the compensation
of such successor as it and such successor shall
agree, subject to the limitations set forth below
and in the Sale and Servicing Agreement, and in
accordance with Section 10.02 of the Sale and
Servicing Agreement, the Issuer shall enter into
an agreement with such successor for the
servicing of the Home Loans (such agreement to be
in form and substance satisfactory to the
Indenture Trustee and the Securities Insurer). If
the Indenture Trustee shall succeed to the
Servicer's duties as servicer of the Home Loans
as provided herein, it shall do so in its
individual capacity and not in its capacity as
Indenture Trustee and, accordingly, the
provisions of Article VI hereof shall be
inapplicable to the Indenture Trustee in its
duties as successor Servicer and the servicing of
the Home Loans. In case the Indenture Trustee
shall become successor Servicer under the Sale
and Servicing Agreement, the Indenture Trustee
shall be entitled to appoint as Servicer any one
of its Affiliates, provided that it shall be
fully liable for the actions and omissions of
such Affiliate in such capacity as Successor
Servicer.

(f) Upon any termination of the Servicer's rights and
powers pursuant to the Sale and Servicing
Agreement, the Issuer shall promptly notify the
Indenture Trustee and the Securities Insurer. As
soon as a successor Servicer is appointed and
approved by the Securities Insurer, the Issuer
shall notify the Indenture Trustee of such
appointment, specifying in such notice the name
and address of such successor Servicer.

(g) Without derogating from the absolute nature of
the assignment granted to the Indenture Trustee
under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees
(i) that it will not, without the prior written
consent of the Indenture Trustee and the

INDENTURE (Series 1996-4) - Page 28

Securities Insurer, or, if a Securities Insurer
Default has occurred and is continuing, the
Holders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive,
supplement, terminate or surrender, or agree to
any amendment, modification, supplement,
termination, waiver or surrender of, the terms of
any Collateral (except to the extent otherwise
provided in the Sale and Servicing Agreement) or
the Basic Documents, or waive timely performance
or observance by the Servicer or the Seller under
the Sale and Servicing Agreement; and (ii) that
any such amendment shall not (A) increase or
reduce in any manner the amount of, or accelerate
or delay the timing of, distributions that are
required to be made for the benefit of the
Noteholders or (B) reduce the aforesaid
percentage of the Notes that is required to
consent to any such amendment, without the
consent of the Holders of all the outstanding
Notes. If any such amendment, modification,
supplement or waiver shall be so consented to by
the Indenture Trustee and the Securities Insurer
or, if a Securities Insurer Default has occurred
and is continuing, such Holders, the Issuer
agrees, promptly following a request by the
Indenture Trustee or the Securities Insurer to do
so, to execute and deliver, in its own name and
at its own expense, such agreements, instruments,
consents and other documents as the Indenture
Trustee may deem necessary or appropriate in the
circumstances.

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

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

(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
Collateral;

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

(iv) issue debt obligations under any other indenture;

INDENTURE (Series 1996-4) - Page 29

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

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

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

(viii) remove the Administrator without cause unless the
Rating Agency Condition shall have been satisfied in connection with
such removal; or

(ix) 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 3.9 Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee and the Securities Insurer, within 120 days
after the end of each fiscal year of the Issuer (commencing with the fiscal
year 1996), 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.

INDENTURE (Series 1996-4) - Page 30

SECTION 3.10 Covenants of the Issuer.

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

SECTION 3.11 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 5.01, 6.01, 7.07 and Article IX of the Sale
and Servicing Agreement.

SECTION 3.12 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, (x)
distributions to the Servicer, the Indenture Trustee, the Owner Trustee, the
Securityholders and the holders of the Residual Interest as contemplated by, and
to the extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Trust Agreement and (y) payments to the Indenture Trustee
pursuant to Section 1(a)(ii) of the Administration Agreement. The Issuer will
not, directly or indirectly, make or cause to be made payments to or
distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.

SECTION 3.13 Treatment of Notes as Debt for Tax Purposes.

The Issuer shall, and shall cause the Administrator to, treat the
Notes as indebtedness for all federal and state tax purposes.

SECTION 3.14 Notice of Events of Default. The Issuer shall give the
Indenture Trustee, the Securities Insurer and the Rating Agencies prompt written
notice of each Event of Default hereunder, each default on the part of the
Servicer or the Seller of its obligations under the Sale and Servicing Agreement
and each default on the part of the Transferor or the Seller of its obligations
under the Loan Sale Agreement.

SECTION 3.15 Further Instruments and Acts. Upon request of the
Indenture Trustee or the Securities 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.

INDENTURE (Series 1996-4) - Page 31

SATISFACTION AND DISCHARGE

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

(A) either

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

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

a. have become due and payable,

b. will become due and payable at the Class A-8 Final
Scheduled Distribution Date within one year, or

c. are to be called for redemption within one year under
arrangements satisfactory to the Indenture Trustee
for the giving of notice of redemption by the
Indenture Trustee in the name, and at the expense, of
the Issuer, and the Issuer, in the case of a., b. or
c. above, has irrevocably deposited or caused to be
irrevocably deposited with the 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

INDENTURE (Series 1996-4) - Page 32

indebtedness on such Notes not theretofore
delivered to the Indenture Trustee for
cancellation when due to the applicable Final
Scheduled Distribution Date of such Class of
Notes or Redemption Date (if Notes shall have
been called for redemption pursuant to Section
10.1 ), as the case may be;

(B) the later of (a) eighteen months after payment in full of all
outstanding obligations under the Securities, (b) the payment in full of all
unpaid Trust Fees and Expenses and all sums owing to the Securities Insurer
under the Insurance Agreement and (c) the date on which the Issuer has paid or
caused to be paid all other sums payable hereunder by the Issuer; and

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

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

SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the 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 3.3 and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

REMEDIES

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

(a) default in the payment of any interest on any
Note when the same becomes due and payable; or

INDENTURE (Series 1996-4) - Page 33

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

(c) default in the observance or performance of any
covenant or agreement of the Issuer made in this
Indenture (other than a covenant or agreement, a
default in the observance or performance of which
is elsewhere in this Section specifically dealt
with), or any representation or warranty of the
Issuer made in this Indenture, the Insurance
Agreement, the Sale and Servicing Agreement or in
any certificate or other writing delivered
pursuant hereto or in connection herewith proving
to have been incorrect in any material respect as
of the time when the same shall have been made,
and such default shall continue or not be cured,
or the circumstance or condition in respect of
which such misrepresentation or warranty was
incorrect shall not have been eliminated or
otherwise cured, for a period of 30 days after
there shall have been given, by registered or
certified mail, to the Issuer by the Indenture
Trustee or to the Issuer and the Indenture
Trustee by the Holders of at least 25% of the
Outstanding Amount of the Notes, a written notice
specifying such default or incorrect
representation or warranty and requiring it to be
remedied and stating that such notice is a notice
of Default hereunder; or

(d) default in the observance or performance of any
covenant or agreement of the Company made in the
Trust Agreement or any representation or warranty
of the Company made in the Trust Agreement,
proving to have been incorrect in any material
respect as of the time when the same shall have
been made, and such default shall continue or not
be cured, or the circumstance or condition in
respect of which such misrepresentation or
warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 30
days after there shall have been given, by
registered or certified mail, to the Issuer by
the Indenture Trustee or to the Issuer and the
Indenture Trustee by the Holders of at least 25%
of the Outstanding Amount of the Notes, a written
notice specifying such default or incorrect
representation or warranty and requiring it to be
remedied and stating that such notice is a notice
of Default hereunder;

(e) the filing of a decree or order for relief by a
court having jurisdiction in the premises in
respect of the Issuer or any substantial part of
the Collateral in an involuntary case under any
applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter
in effect, or appointing a receiver, liquidator,
assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any
substantial part of the Collateral, or ordering
the winding-up or liquidation of the

INDENTURE (Series 1996-4) - Page 34

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

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

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 35

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 36

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

(d) In case there shall be pending, relative to the
Issuer or any other obligor upon the Notes or any
Person having or claiming an ownership interest
in the Collateral, Proceedings under Title 11 of
the United States Code or any other applicable
federal or state bankruptcy, insolvency or other
similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official
shall have been appointed for or taken possession
of the Issuer or its property or such other
obligor or Person, or in case of any other
comparable judicial Proceedings relative to the
Issuer or other obligor upon the Notes, or to the
creditors or property of the Issuer or such other
obligor, the Indenture Trustee, irrespective of
whether the principal of any Notes shall then be
due and payable as therein expressed or by
declaration or otherwise and irrespective of
whether the Indenture Trustee shall have made any
demand pursuant to the provisions of this
Section, shall be entitled and empowered, upon
the direction of the Securities Insurer, 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, each predecessor Indenture Trustee and
the Securities Insurer, and their respective agents, attorneys and counsel, and
for reimbursement of all expenses and liabilities incurred, and all advances
made, by the Indenture Trustee and each predecessor Indenture Trustee (except
as a result of negligence or bad faith), the Securities 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;

INDENTURE (Series 1996-4) - Page 37

(iii) to collect and receive any moneys or other property payable or
deliverable on any such claims and to distribute all amounts received with
respect to the claims of the Noteholders, the Securities Insurer and 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 Securities 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 and the Securities
Insurer to make payments to the Indenture Trustee and, in the event that the
Indenture Trustee shall consent to the making of payments directly to such
Noteholders and the Securities Insurer, to pay to the Indenture Trustee such
amounts as shall be sufficient to cover reasonable compensation to the
Indenture Trustee, each predecessor Indenture Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Indenture Trustee and each predecessor Indenture
Trustee except as a result of negligence or bad faith.

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

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

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

INDENTURE (Series 1996-4) - Page 38

SECTION 5.4 Remedies; Priorities.

(a) If an Event of Default shall have occurred and be
continuing, the Indenture Trustee shall, at the
direction of the Securities Insurer, and if a
Securities Insurer Default has occurred and is
continuing, the Indenture Trustee may and at the
direction of a majority of the Holders of the
Notes shall do one or more of the following
(subject to Section 5.5):

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

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

(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 Securities Insurer or the Noteholders;
and

(iv) sell the Collateral or any portion thereof or rights or
interest therein in a commercially reasonable manner, at one or more public or
private sales called and conducted in any manner permitted by law; provided,
however, that the Indenture Trustee may not sell or otherwise liquidate the
Collateral following an Event of Default, unless (A) the Holders of 100% of the
Outstanding Amount of the Notes consent thereto, (B) the proceeds of such sale
or liquidation distributable to the Noteholders are sufficient to discharge in
full all amounts then due and unpaid upon such Notes for principal and interest
or (C) the Indenture Trustee determines that the Collateral 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 Holders of 66-2/3% of
the Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clause (B) and (C), the Indenture Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Collateral for such purpose.

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

FIRST: to the Indenture Trustee for the Indenture Trustee Fee
then due and any costs or expenses incurred by it in connection with
the enforcement of the remedies provided for in this Article V and to
the Owner Trustee for the Owner Trustee Fee then due;

INDENTURE (Series 1996-4) - Page 39

SECOND: to the Securities Insurer for the Guaranty Insurance
Premium then due and unpaid;

THIRD: to the Servicer for the Servicing Fee then due and
unpaid;

FOURTH: to the Custodian for the Custodian Fee then due and
unpaid;

FIFTH: to Noteholders for amounts due and unpaid on the Notes
for interest (including any premium), pro rata, according to the
amounts due and payable on the Notes for interest (including any
premium);

SIXTH: to Holders of the Class A-1 Notes for amounts due and
unpaid on the Class A-1 Notes for principal, pro rata, according to
the amounts due and payable on the Class A-1 Notes for principal,
until the Outstanding Amount of the Class A-1 Notes is reduced to
zero;

SEVENTH: to Holders of the Class A-2 Notes for amounts due and
unpaid on the Class A-2 Notes for principal, pro rata, according to
the amounts due and payable on the Class A-2 Notes for principal,
until the Outstanding Amount of the Class A-2 Notes is reduced to
zero;

EIGHTH: to Holders of the Class A-3 Notes for amounts due and
unpaid on the Class A-3 Notes for principal, pro rata, according to
the amounts due and payable on the Class A-3 Notes for principal,
until the Outstanding Amount of the Class A-3 Notes is reduced to
zero;

NINTH: to Holders of the Class A-4 Notes for amounts due and
unpaid on the Class A-4 Notes for principal, pro rata, according to
the amounts due and payable on the Class A-4 Notes for principal,
until the Outstanding Amount of the Class A-4 Notes is reduced to
zero;

TENTH: to Holders of the Class A-5 Notes for amounts due and
unpaid on the Class A-5 Notes for principal, pro rata, according to
the amounts due and payable on the Class A-5 Notes for principal,
until the Outstanding Amount of the Class A-5 Notes is reduced to
zero;

ELEVENTH: to Holders of the Class A-6 Notes for amounts due
and unpaid on the Class A-6 Notes for principal, pro rata, according
to the amounts due and payable on the Class A-6 Notes for principal,
until the Outstanding Amount of the Class A-6 Notes is reduced to
zero;

TWELFTH: to Holders of the Class A-7 Notes for amounts due
and unpaid on the Class A-7 Notes for principal, pro rata, according
to the amounts due and payable on the Class A-7 Notes for principal,
until the Outstanding Amount of the Class A-7 Notes is reduced to
zero;

THIRTEENTH: to Holders of the Class A-8 Notes for amounts due
and unpaid on the Class A-8 Notes for principal, pro rata, according
to the amounts due and payable on the

INDENTURE (Series 1996-4) - Page 40

Class A-8 Notes for principal, until the Outstanding Amount of the
Class A-8 Notes is reduced to zero;

FOURTEENTH: to the Owner Trustee or Co-Owner Trustee, as
applicable, for amounts required to be distributed to the
Certificateholders pursuant to the Trust Agreement;

FIFTEENTH: to the Securities Insurer for any amounts then due
and payable under the Insurance Agreement;

SIXTEENTH: to the Servicer for any amounts then due and
payable as the Servicing Advance Reimbursement Amount under the Sale
and Servicing Agreement; and

SEVENTEENTH: to the Owner Trustee or Co-Owner Trustee, as
applicable, for any amounts to be distributed, pro rata, to the
holders of the Residual Interest.

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

SECTION 5.5 Optional Preservation of the Collateral. If the Notes
have been declared to be due and payable under Section 5.2 following an Event
of Default and such declaration and its consequences have not been rescinded
and annulled, the Indenture Trustee may, but need not, elect to maintain
possession of the Collateral. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral. In determining whether to maintain possession of the
Collateral, the Indenture Trustee may, but need not, obtain and rely upon an
opinion of an Independent investment banking or accounting firm of national
reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.

SECTION 5.6 Limitation of Suits. No Holder of any Note shall have
any right to institute any Proceeding, judicial or otherwise, with respect to
this Indenture or for the appointment of a receiver or trustee, or for any
other remedy hereunder for so long as a Securities Insurer Default has not
occurred or is not continuing and if a Securities Insurer Default has occurred
and is continuing, unless:

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

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

INDENTURE (Series 1996-4) - Page 41

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

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

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

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

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 Outstanding Amount 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 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest, if any, on such Note on or
after the respective Final Scheduled Distribution Date thereof expressed in
such Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment,
and such right shall not be impaired without the consent of such Holder.

SECTION 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee, the Securities Insurer 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 Securities Insurer or to such Noteholder, then
and in every such case the Issuer, the Indenture Trustee, the Securities
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 and
the Noteholders shall continue as though no such Proceeding had been
instituted.

INDENTURE (Series 1996-4) - Page 42

SECTION 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee, the Securities 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 Securities Insurer or any Holder of any Note to
exercise any right or remedy accruing upon any Default or Event of Default
shall impair any such right or remedy or constitute a waiver of any such
Default or Event of Default or an acquiescence therein. Every right and remedy
given by this Article V or by law to the Indenture Trustee, the Securities
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 Securities Insurer or
by the Noteholders, as the case may be, subject, in each case, however, to the
right of the Securities Insurer to control any such right and remedy, except as
provided in Section 11.21.

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

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

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

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

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

Notwithstanding the rights of the Securities Insurer and the
Noteholders set forth in this Section, subject to Section 6.1, the Indenture
Trustee need not take any action that it determines

INDENTURE (Series 1996-4) - Page 43

might involve it in liability or might materially adversely affect the rights
of any Noteholders not consenting to such action.

SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes representing not less than a majority of the Outstanding
Amount of the Notes may waive any past Default or Event of Default and its
consequences except a Default (a) in the payment of principal of or interest on
any of the Notes or (b) in respect of a covenant or provision hereof that
cannot be modified or amended without the consent of the Securities Insurer or
the Holder of each Note, as applicable. In the case of any such waiver, the
Issuer, the Indenture Trustee, the Securities Insurer and the Holders of the
Notes shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

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

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

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

INDENTURE (Series 1996-4) - Page 44

SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights
or remedies of the Indenture Trustee or the Noteholders shall be impaired by
the recovery of any judgment by the Indenture Trustee against the Issuer or by
the levy of any execution under such judgment upon any portion of the
Collateral or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.4(b).

SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

(b) If an Event of Default has occurred and is
continuing, the Indenture Trustee may, and at the
direction (which direction shall be in writing or
by telephone, confirmed in writing promptly
thereafter) of the Holders of 66-2/3% of the
Outstanding Amount of the Notes shall, exercise
all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the
Servicer under or in connection with the Sale and
Servicing Agreement, or against the Seller under
or in connection with the Loan Sale Agreement,
including the right or power to take any action
to compel or secure performance or observance by
the Seller or the Servicer, as the case may be,
of each of their obligations to the Issuer
thereunder and to give any consent, request,
notice, direction, approval, extension, or waiver
under the Sale and Servicing Agreement or the
Loan Sale Agreement, as the case may be, and any
right of the Issuer to take such action shall be
suspended.

INDENTURE (Series 1996-4) - Page 45

THE INDENTURE TRUSTEE

SECTION 6.1 Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 46

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

(g) No provision of this Indenture 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; provided, however, that the
Indenture Trustee shall not refuse or fail to
perform any of its duties hereunder solely as a
result of nonpayment of its normal fees and
expenses and further provided that nothing in this
Section 6.1(g) shall be construed to limit the
exercise by the Indenture Trustee of any right or
remedy permitted under this Indenture or otherwise
in the event of the Issuer's failure to pay the
Indenture Trustee's fees and expenses pursuant to
Section 6.7. In determining that such repayment or
indemnity is not reasonably assured to it, the
Indenture Trustee must consider not only the
likelihood of repayment or indemnity by or on
behalf of the Issuer but also the likelihood of
repayment or indemnity from amounts payable to it
from the Collateral pursuant to Section 6.7.

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

SECTION 6.2 Rights of Indenture Trustee.

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

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

INDENTURE (Series 1996-4) - Page 47

(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 (i)
any action it takes or omits to take in good faith
which it believes to be authorized or within its
rights or powers; provided, however, that such
action or omission by the Indenture Trustee does
not constitute willful misconduct, negligence or
bad faith; or (ii) any willful misconduct or gross
negligence on the part of the Custodian.

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

SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

SECTION 6.4 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, shall not be accountable for the
Issuer's use of the proceeds from the Notes, or 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 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture
Trustee, the Indenture Trustee shall mail to the Securities Insurer and each
Noteholder notice of the Default within 90 days after it occurs. Except in the
case of a Default in payment of principal of or interest on any Note (including
payments pursuant to the mandatory redemption provisions of such Note), the
Indenture Trustee may withhold the notice if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required to
enable such holder to prepare its federal and state income tax returns.

INDENTURE (Series 1996-4) - Page 48

SECTION 6.7 Compensation and Indemnity. As compensation for its
services hereunder, the Indenture Trustee shall be entitled to receive, on each
Distribution Date, the Indenture Trustee's Fee pursuant to Section 8.2(c) hereof
(which compensation shall not be limited by any law on compensation of a trustee
of an express trust) and shall be entitled to reimbursement for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. The Issuer agrees
to cause the Servicer to indemnify the Indenture Trustee against any and all
loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Indenture Trustee to so notify the Issuer and the Servicer shall not relieve the
Issuer of its obligations hereunder. The Issuer shall or shall cause the
Servicer to defend any such claim, and the Indenture Trustee may have separate
counsel and the Issuer shall or shall cause the Servicer to pay the fees and
expenses of such counsel. Neither the Issuer nor the Servicer need reimburse
any expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

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

SECTION 6.8 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section. The Indenture Trustee
may resign at any time by so notifying the Issuer and the Securities Insurer.
The Holders of a majority in Outstanding Amount of the Notes may remove the
Indenture Trustee by so notifying the Indenture Trustee and may appoint a
successor Indenture Trustee. The Issuer shall remove the Indenture Trustee upon
the prior written consent of the Securities Insurer if:

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

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

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

If the Indenture Trustee resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in
such event being referred to herein as the retiring

INDENTURE (Series 1996-4) - Page 49

Indenture Trustee), the Issuer shall promptly appoint a successor Indenture
Trustee acceptable to the Securities Insurer.

A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring Indenture Trustee, the Securities 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 Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor
Indenture Trustee.

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

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

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

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

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

INDENTURE (Series 1996-4) - Page 50

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 Collateral may at the
time be located, the Indenture Trustee shall have
the power, with the prior written consent of the
Securities Insurer, and may execute and deliver
all instruments to appoint one or more Persons to
act as a co-trustee or co-trustees, or separate
trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person or
Persons, in such capacity and for the benefit of
the Noteholders, such title to the Collateral, or
any part hereof, and, subject to the other
provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture
Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required
under Section 6.8 hereof; provided that the
Indenture Trustee shall deliver notice of any
such co-trustee or separate trustee to the
Securities Insurer.

(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 Collateral or any portion thereof in any such
jurisdiction) shall be exercised and performed singly by such separate trustee
or co-trustee, but solely at the direction of the Indenture Trustee;

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

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

(c) Any notice, request or other writing given to the
Indenture Trustee shall be deemed to have been
given to each of the then separate trustees and
co-trustees, as effectively as if given to each
of them.

INDENTURE (Series 1996-4) - Page 51

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

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

SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee shall have a combined capital and surplus of at least
$50,000,000 as set forth in its most recent published annual report of condition
and it or its parent shall have a long-term debt rating of A3 or better by
Moody's or shall otherwise be acceptable to Moody'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.

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.

VII

NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1 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 the earlier of (i) each
Record Date and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and
addresses of the Holders of

INDENTURE (Series 1996-4) - Page 52

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

SECTION 7.2 Preservation of Information; Communications to
Noteholders.

(a) The Indenture Trustee shall preserve, in as
current a form as is reasonably practicable, the
names and addresses of the Holders of Notes
contained in the most recent list furnished to
the Indenture Trustee as provided in Section 7.1
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 7.1 upon receipt of a new list so
furnished.

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

SECTION 7.3 Reports by Issuer.

(a) The Issuer shall:

(i) file with the Indenture Trustee and the Securities 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;

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

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

INDENTURE (Series 1996-4) - Page 53

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

SECTION 7.4 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each February 1, beginning with February 1, 1997,
the Indenture Trustee shall mail to the Securities Insurer and to each
Noteholder as required by TIA Section 313(c) a brief report dated as of such
date that complies with TIA Section 313(a). The Indenture Trustee also shall
comply with TIA Section 313(b).

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

VIII

ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1 Collection of Money.

(a) General. 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
Collateral, the Indenture Trustee may, and upon
written request of the Securities Insurer shall,
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.

(b) Claims Under Guaranty Policy. The Notes and the
Certificates will be insured by the Guaranty
Policy pursuant to the terms set forth therein,
notwithstanding any provisions to the contrary
contained in this Indenture or the Sale and
Servicing Agreement. All amounts received under
the Guaranty Policy shall be used solely for the

INDENTURE (Series 1996-4) - Page 54

payment to Securityholders of principal and
interest on the Notes and the Certificates.

SECTION 8.2 Trust Accounts; Distributions.

(a) On or prior to the Closing Date, the Issuer
shall cause the Servicer to establish and
maintain, in the name of the Indenture
Trustee for the benefit of the Noteholders,
or the Co-Owner Trustee for the benefit of
the Certificateholders, the Trust Accounts as
provided in ARTICLE V of the Sale and
Servicing Agreement. The Indenture Trustee
or Co-Owner Trustee shall deposit amounts
into the Trust Accounts in accordance with
the terms hereof, the Sale and Servicing
Agreement and the Servicer's Monthly
Remittance Report.

(b) On or before the third Business Day prior to
each Distribution Date, the Indenture Trustee
shall withdraw from the Collection Account,
the Pre-Funding Account, the Capitalized
Interest Account and the Reserve Account, as
applicable, the Available Collection Amount
and the Reserve Account Withdrawal Amount, if
any, with respect to the preceding Due Period
pursuant to Section 5.01(b)(2) of the Sale
and Servicing Agreement and will deposit such
amount into the Note Distribution Account.
No later than the second Business Day prior
to each Distribution Date, to the extent
funds are available in the Note Distribution
Account, the Indenture Trustee shall either
retain funds in the Note Distribution Account
or make the withdrawals from the Note
Distribution Account and deposits into the
other Trust Accounts for distribution on such
Distribution Date as required pursuant to
Section 5.01(c) of the Sale and Servicing
Agreement.

(c) On each Distribution Date and Redemption
Date, to the extent funds are available in
the Note Distribution Account, the Indenture
Trustee shall make the following
distributions from the amounts on deposit in
the Note Distribution Account in the
following order of priority (except as
otherwise provided in Section 5.4(b)):

(i) (A) to the Servicer, an amount equal to the Servicing
Compensation (net of any amounts retained prior to deposit into the
Collection Account pursuant to Section 5.01(b)(1) of the Sale and
Servicing Agreement) and all unpaid Servicing Compensation from prior
due periods, (B) to the Securities Insurer, an amount equal to the
Guaranty Insurance Premium and all unpaid Guaranty Insurance Premiums
from prior Due Periods, (C) to the Indenture Trustee, an amount equal
to the Indenture Trustee Fee and all unpaid Indenture Trustee Fees
from prior Due Periods, (D) to the Owner Trustee, an amount equal to
the Owner Trustee Fee and all unpaid Owner Trustee Fees from prior Due
Periods,

INDENTURE (Series 1996-4) - Page 55

and (E) to the Custodian, an amount equal to the Custodian Fee and all
unpaid Custodian Fees from prior Due Periods;

(ii) only to the extent of funds withdrawn from the
Pre-Funding Account and deposited in the Note Distribution Account by
the Indenture Trustee pursuant to Section 5.03(c) of the Sale and
Servicing Agreement (net of any amount deposited in the Certificate
Distribution Account from the Note Distribution Account for
distribution to Certificateholders pursuant to Subsection 5.01(c)(ii)
of the Sale and Servicing Agreement), pro rata, to the Holders of the
Class A-1 Notes, the Holders of the Class A-2 Notes, the Holders of
the Class A-3 Notes, the Holders of the Class A-4 Notes, the Holders
of the Class A-5 Notes, the Holders of the Class A-6 Notes, the
Holders of the Class A-7 Notes and the Holders of the Class A-8 Notes
based on the Class Principal Balance of each such Class, in each case
to reduce the Class Principal Balance of each such Class; provided
that if the amount of such funds equals or is less than $50,000, then
such amount shall be distributed sequentially to the Holders of each
Class of Notes, in ascending order of their respective Class
designations, to reduce the respective Class Principal Balances
thereof;

(iii) to the Holders of each Class of the Notes, the
Noteholders' Interest Distributable Amount for such Distribution Date;
provided, that if there are not sufficient funds in the Note
Distribution Account to pay the entire amount of accrued and unpaid
interest then due on the Notes, the amount in the Note Distribution
Account shall be applied to the payment of such interest on the Notes
pro rata on the basis of the total such interest due on the Notes;

(iv) to the Holders of the Class A-1 Notes, the
Noteholders' Principal Distributable Amount until the Outstanding
Amount of the Class A-1 Notes is reduced to zero;

(v) to the Holders of the Class A-2 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clause (iv) above until the Outstanding Amount of the
Class A-2 Notes is reduced to zero;

(vi) to the Holders of the Class A-3 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clauses (iv) and (v) above until the Outstanding Amount of
the Class A-3 Notes is reduced to zero;

(vii) to the Holders of the Class A-4 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clauses (iv) through (vi) above until the Outstanding
Amount of the Class A-4 Notes is reduced to zero;

(viii) to the Holders of the Class A-5 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clauses (iv) through (vii) above until the Outstanding
Amount of the Class A-5 Notes is reduced to zero;

INDENTURE (Series 1996-4) - Page 56

(ix) to the Holders of the Class A-6 Notes, the
remaining Noteholders' Principal Distributable Amount after
distributions pursuant to clauses (iv) through (viii) above
until the Outstanding Amount of the Class A-6 Notes is reduced
to zero;

(x) to the Holders of the Class A-7 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clauses (iv) through (ix) above until the Outstanding
Amount of the Class A-7 Notes is reduced to zero; and

(xi) to the Holders of the Class A-8 Notes, the remaining
Noteholders' Principal Distributable Amount after distributions
pursuant to clauses (iv) through (x) above until the Outstanding
Amount of the Class A-8 Notes is reduced to zero.

(d) On each Distribution Date and each Redemption Date, to the
extent of the interest of the Indenture Trustee in the Certificate Distribution
Account (as described in Section 5.08(a) of the Sale and Servicing Agreement),
the Indenture Trustee hereby authorizes the Owner Trustee, the Co-Owner Trustee
or the Paying Agent, as applicable, to make the distributions from the
Certificate Distribution Account as required pursuant to Section 5.06(c) of the
Sale and Servicing Agreement.

(e) The Indenture Trustee shall make claims under the Guaranty
Policy pursuant to Section 5.02 of the Sale and Servicing Agreement and in
accordance with the Guaranty Policy. The Indenture Trustee shall deposit any
Guaranteed Payment received from the Security Insurer in the Note Distribution
Account for the portion of the Guaranteed Payment payable on the related Class
of Notes or in the Certificate Distribution Account for the portion of the
Guaranteed Payment payable on the related Certificate. For claims under the
Guaranty Policy for a Deficiency Amount, on the related Distribution Date, the
Indenture Trustee shall distribute such amount based upon the portion of the
Interest Distribution Amount and the portion of the Regular Distribution Amount
payable on the related Class of Note to the Holders of such Class of Note and
payable on the related Certificate to such Certificateholders in accordance
with the terms of the Sale and Servicing Agreement. For claims under the
Guaranty Policy for a Preference Amount, the Indenture Trustee shall distribute
such amount in accordance with the terms of the Guaranty Policy. All amounts
received under the Guaranty Policy shall be used solely for the payment to
Securityholders of principal and interest on the related Class of Notes and the
Certificates, as applicable.

SECTION 8.3 General Provisions Regarding Accounts.

(a) So long as no Default or Event of Default shall
have occurred and be continuing, all or a portion
of the funds in the Trust Accounts shall be
invested in Permitted Investments and reinvested
by the Indenture Trustee at the direction of the
Affiliated Holder in accordance with the
provisions of ARTICLE V of the Sale and Servicing
Agreement. All income or other gain from
investments of moneys deposited in the Trust
Accounts shall be deposited by the Indenture
Trustee into the Note Distribution Account, and
any loss resulting from such investments shall be
charged to such account. The Issuer will not

INDENTURE (Series 1996-4) - Page 57

direct the Indenture Trustee to make any
investment of any funds or to sell any investment
held in any of the Trust Accounts unless the
security interest Granted and perfected in such
account will continue to be perfected in such
investment or the proceeds of such sale, in
either case without any further action by any
Person, and, in connection with any direction to
the Indenture Trustee to make any such investment
or sale, if requested by the Indenture Trustee,
the Issuer shall deliver to the Indenture Trustee
an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.

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

(c) If (i) the Issuer shall have failed to give
investment directions for any funds on deposit in
the Trust Accounts to the Indenture Trustee by
11:00 a.m. Eastern Time (or such other time as
may be agreed by the Issuer and Indenture
Trustee) on any Business Day or (ii) a Default or
Event of Default shall have occurred and be
continuing with respect to the Notes but the
Notes shall not have been declared due and
payable pursuant to Section 5.2 or (iii) if such
Notes shall have been declared due and payable
following an Event of Default, amounts collected
or receivable from the Collateral are being
applied in accordance with Section 5.5 as if
there had not been such a declaration, then the
Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in the
Trust Accounts in one or more Eligible
Investments.

SECTION 8.4 Servicer's Monthly Statements.

On each Distribution Date, the Indenture Trustee shall deliver the
Servicer's Monthly Statement (as defined in the Sale and Servicing Agreement)
with respect to such Distribution Date to the DTC, the Rating Agencies, and the
Securities Insurer.

SECTION 8.5 Release of Collateral.

(a) Subject to the payment of its fees and expenses
pursuant to Section 6.7, 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

INDENTURE (Series 1996-4) - Page 58

in the same, in a manner and under circumstances
that are not inconsistent with the provisions of
this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to
ascertain the Indenture Trustee's authority,
inquire into the satisfaction of any conditions
precedent or see to the application of any
moneys.

(b) The Indenture Trustee shall, at such time as
there are no Notes Outstanding and all sums due
to (i) the Certificateholders pursuant to Section
5.06(c) of the Sale and Servicing Agreement, (ii)
the Servicer pursuant to Section 8.2(c)(i)(A)
hereof, (iii) the Securities Insurer pursuant to
Section 8.2(c)(i)(B) hereof, the Indenture
Trustee pursuant to Section 8.2(c)(i)(C) hereof,
the Owner Trustee pursuant to Section
8.2(c)(i)(D) hereof, and the Custodian pursuant
to Section 8.2(c)(i)(E) hereof have been paid,
release any remaining portion of the Collateral
that secured the Notes from the lien of this
Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit
in the Trust Accounts. The Indenture Trustee
shall release property from the lien of this
Indenture pursuant to this Subsection (b) only
upon receipt of an Issuer Request accompanied by
an Officer's Certificate, an Opinion of Counsel
and (if required by the TIA) Independent
Certificates in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable
requirements of Section 11.1.

SECTION 8.6 Opinion of Counsel. The Indenture Trustee and the
Securities Insurer shall receive at least seven days notice when requested by
the Issuer to take any action pursuant to Section 8.5(a), accompanied by copies
of any instruments involved, and the Indenture Trustee shall also require, as a
condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely impair the security for the
Notes or the rights of the Noteholders in contravention of the provisions of
this Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Collateral. Counsel
rendering any such opinion may rely, without independent investigation, on the
accuracy and validity of any certificate or other instrument delivered to the
Indenture Trustee in connection with any such action.

INDENTURE (Series 1996-4) - Page 59

SUPPLEMENTAL INDENTURES

SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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

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

(vii) to modify, eliminate or add to the provisions of this
Indenture to such extent as shall be necessary to effect the qualification of
this Indenture under the TIA or under any similar federal

INDENTURE (Series 1996-4) - Page 60

statute hereafter enacted and to add to this Indenture such other provisions as
may be expressly required by the TIA.

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, with the
prior written consent of the Securities Insurer,
when authorized by an Issuer Order, may, also
without the consent of any of the Holders of the
Notes but with prior consent of 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 (i) an Opinion of
Counsel or (ii) satisfaction of the Rating Agency
Condition, adversely affect in any material
respect the interests of any Noteholder.

SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior consent of the Rating Agencies, the Securities Insurer and with the
consent of the Holders of not less than a majority of the Outstanding Amount of
the Notes, by Act of such Holders delivered to the Issuer and the Indenture
Trustee, enter into an indenture or indentures supplemental hereto for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder of
each Outstanding Note affected thereby and the Securities Insurer if affected
thereby:

(a) change the date of payment of any installment of
principal of or interest on any Note, or reduce
the principal amount thereof, the interest rate
thereon or the Redemption Price with respect
thereto, change the provisions of this Indenture
relating to the application of collections on, or
the proceeds of the sale of, the Collateral 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 (or, in the case of
redemption, on or after the Redemption Date);

INDENTURE (Series 1996-4) - Page 61

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

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

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

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

(g) permit the creation of any lien ranking prior to
or on a parity with the lien of this Indenture
with respect to any part of the Collateral 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.

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

In connection with requesting the consent of the Noteholders pursuant
to this Section, 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. It shall
not be necessary for any Act of Noteholders under this Section to approve the
particular form

INDENTURE (Series 1996-4) - Page 62

of any proposed supplemental indenture, but it shall be sufficient if such Act
shall approve the substance thereof.

SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The 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 9.4 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 9.5 Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

SECTION 9.6 Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Indenture Trustee
shall, bear a notation in form approved by the Indenture Trustee as to any
matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

SECTION 9.7 Amendments to Trust Agreement.

Subject to Section 11.1 of the Trust Agreement, the Indenture Trustee
shall, upon Issuer Order, consent to any proposed amendment to the Trust
Agreement or an amendment to or waiver of any provision of any other document
relating to the Trust Agreement, such consent to be given without the necessity
of obtaining the consent of the Holders of any Notes upon satisfaction of the
requirements under Section 11.1 of the Trust Agreement.

Nothing in this Section shall be construed to require that any Person
obtain the consent of the Indenture Trustee to any amendment or waiver or any
provision of any document where the

INDENTURE (Series 1996-4) - Page 63

making of such amendment or the giving of such waiver without obtaining the
consent of the Indenture Trustee is not prohibited by this Indenture or by the
terms of the document that is the subject of the proposed amendment or waiver.

REDEMPTION OF NOTES

SECTION 10.1 Redemption.

The Affiliated Holder may, at its option, effect an early redemption
of the Notes on or after any Distribution Date on which the Pool Principal
Balance declines to 15% or less of the Pool Principal Balance of the Initial
Home Loans and Subsequent Home Loans conveyed to the Trust as of their
respective Cut-Off Dates. The Affiliated Holder shall effect such early
redemption by directing the Indenture Trustee to sell all of the Home Loans to
a person that is not an Affiliate of the Affiliated Holder, the Seller, or the
Servicer at a price not less than the Redemption Price. In addition, the
Affiliated Holder may, at its option, effect an early redemption of the Notes
on or after any Distribution Date on which the Pool Principal Balance declines
to 10% or less of the Pool Principal Balance of the Initial Home Loans and
Subsequent Home Loan conveyed to the Trust as of their respective Cut-Off
Dates. In connection with any such optional termination, to the extent that
sufficient proceeds are not available from the sale of the Home Loans or the
termination of the Trust, the Affiliated Holder will pay the outstanding fees
and expenses, if any, of the Indenture Trustee, the Issuer, the Securities
Insurer, the Custodian, and the Servicer.

In addition, subject to Section 11.19, on any date on or after which
(i) 17.5% or more (based on Net Loan Losses) of the Home Loans have become
Defaulted Home Loans on a cumulative basis and (ii) the Overcollateralization
Amount has been reduced to zero or an amount less than zero, then the
Securities Insurer may, at its option, effect an early retirement of the
Securities and termination of this Agreement.

Any such redemption by the Affiliated Holder or the Securities
Insurer, as applicable, shall be accomplished by the Affiliated Holder or the
Securities Insurer, as applicable, depositing or causing to be deposited into
the Collection Account by 10:00 A.M. New York City time on the third Business
Day prior to the Redemption Date the amount of the Redemption Price. On the
same day that the Redemption Price is deposited into the Collection Account,
the Redemption Price and any amounts then on deposit in the Collection Account
(other than any amounts not required to have been deposited therein pursuant to
Section 5.01(b)(1) of the Sale and Servicing Agreement) shall be transferred to
the Note Distribution Account for distribution to the Noteholders on the
Redemption Date; and any amounts received with respect to the Home Loans and
Foreclosure Properties subsequent to such transfer shall belong to the Servicer
or the Securities Insurer, as applicable. For purposes of calculating the
Required Distribution Amount for the Redemption Date, amounts transferred to
the Note Distribution Account pursuant to the immediately preceding sentence
on the Determination Date immediately preceding such final Distribution Date
shall in all cases be deemed

INDENTURE (Series 1996-4) - Page 64

to have been received during the related Due Period, and such transfer shall be
made pursuant to Section 5.01(c) of the Sale and Servicing Agreement.

The Servicer or the Issuer shall furnish the Rating Agencies and the
Securities Insurer notice of any such redemption in accordance with Section
10.2.

SECTION 10.2 Form of Redemption Notice.

(a) Notice of redemption under Section 10.1 shall be
given by the Indenture Trustee by first-class
mail, postage prepaid, or by facsimile mailed
or transmitted not later than 10 days prior to the
applicable Redemption Date to each Holder of
Notes, as of the close of business on the Record
Date preceding the applicable Redemption Date, at
such Holder's address or facsimile number
appearing in the Note Register.

All notices of redemption shall state:

(i) the Redemption Date;

(ii) the Redemption Price; and

(iii) the place where such Notes are to be surrendered for payment
of the Redemption Price (which shall be the office or agency of the Issuer to
be maintained as provided in Section 3.2).

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

SECTION 10.3 Notes Payable on Redemption Date; Provision for Payment
of Indenture Trustee and Securities Insurer. The Notes or portions thereof to
be redeemed shall, following notice of redemption as required by Section 10.2
(in the case of redemption pursuant to Section 10.1), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price. The Issuer may not
redeem the Notes unless, (i) all outstanding obligations under the Notes have
been paid in full and (ii) the Indenture Trustee has been paid all amounts to
which it is entitled hereunder and the Securities Insurer has been paid all
Securities Insurer Reimbursement Amounts to which it is entitled as of the
applicable Redemption Date.

MISCELLANEOUS

INDENTURE (Series 1996-4) - Page 65

SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

(b) (i) Prior to the deposit of any Collateral or
other property or securities with the Indenture
Trustee that is to be made the basis for the
release of any property or securities subject to
the lien of this Indenture, the Issuer shall, in
addition to any obligation imposed in Section
11.1(a)

INDENTURE (Series 1996-4) - Page 66

or elsewhere in this Indenture, furnish to the
Indenture Trustee an Officer's Certificate
certifying or stating the opinion of each person
signing such certificate as to the fair value
(within 90 days of such deposit) to the Issuer of
the Collateral or other property or securities to
be so deposited.

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

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

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

SECTION 11.2 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

INDENTURE (Series 1996-4) - Page 67

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

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

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

SECTION 11.3 Acts of Noteholders.

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

INDENTURE (Series 1996-4) - Page 68

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

SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer, Rating
Agencies and Securities Insurer. 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:

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

(b) the Issuer by the Indenture Trustee or by any
Noteholder shall be sufficient for every purpose
hereunder if in writing and mailed first-class,
postage prepaid to the Issuer addressed to:
FIRSTPLUS Home Loan Owner Trust 1996-4, in care
of Wilmington Trust Company, Xxxxxx Square North,
0000 Xxxxx Xxxxxx Xxxxxx, Xxxxxxxxxx, Xxxxxxxx
00000, Attention: Xxxxxx X. Xxxxxx, or at any
other address previously furnished in writing to
the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly
transmit any notice received by it from the
Noteholders to the Indenture Trustee.

Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally delivered
or mailed by certified mail, return receipt requested, to (i) in the case of
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.

INDENTURE (Series 1996-4) - Page 69

Notices required to be given to the Securities Insurer by the Issuer,
the Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to the
following address: MBIA Insurance Corporation, 000 Xxxx Xxxxxx, Xxxxxx, Xxx
Xxxx 00000, Attention: Insured Portfolio Management - Structured Finance
(IPM-SF), or at such other address as shall be designated by written notice to
the other parties.

SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

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

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

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

SECTION 11.6 [RESERVED].

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

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

INDENTURE (Series 1996-4) - Page 70

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

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

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

SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture, except that the Securities Insurer is an express third
party beneficiary to this Indenture as provided in Section 11.20.

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

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

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

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

INDENTURE (Series 1996-4) - Page 71

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

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

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

SECTION 11.19 Grant of Noteholder Rights to Securities Insurer. In
consideration for the guarantee of the Notes by the Securities Insurer pursuant
to the Guaranty Policy, the Noteholders hereby grant to the Securities Insurer
the right to act as the holder of 100% of the outstanding Notes for the purpose
of exercising the rights of the Holders of the Notes hereunder, including the
voting rights of such Holders, but excluding those rights requiring the consent
of all such Holders under Section 9.2 and any rights of such Holders to
distributions under Section 8.2 hereof; provided that the preceding grant of
rights to the Securities Insurer by the Noteholders shall be subject to Section
11.21 hereof. The rights of the Securities Insurer to direct certain actions
and consent to

INDENTURE (Series 1996-4) - Page 72

certain actions of the Noteholders hereunder will terminate at such time as the
Class Principal Balances of all Classes of Notes have been reduced to zero and
the Securities Insurer has been reimbursed for all Guaranteed Payments and any
other amounts owed under the Guaranty Policy and the Insurance Agreement and
the Securities Insurer has no further obligation under the Guaranty Policy.

SECTION 11.20 Third Party Beneficiary. The parties hereto
acknowledge that the Securities Insurer is an express third party beneficiary
hereof entitled to enforce any rights reserved to it hereunder as if it were
actually a party hereto.

SECTION 11.21 Suspension and Termination of Securities Insurer's
Rights.

(a) During the continuation of a Securities Insurer Default,
rights granted or reserved to the Securities Insurer hereunder shall vest
instead in the Noteholders; provided that the Securities Insurer shall be
entitled to any distributions in reimbursement of the Securities Insurer
Reimbursement Amount, and the Securities Insurer shall retain those rights
under Section 9.2 hereof to consent to any supplement to this Indenture.

(b) At such time as either (i) the Class Principal Balances of
each Class of Notes have been reduced to zero or (ii) the Guaranty Policy has
been terminated following a Securities Insurer Default, and in either case of
(i) or (ii) the Securities Insurer has been reimbursed for all Guaranteed
Payments and any other amounts owed under the Guaranty Policy and the Insurance
Agreement (and the Securities Insurer no longer has any obligation under the
Guaranty Policy, except for breach thereof by the Securities Insurer), then the
rights and benefits granted or reserved to the Securities Insurer hereunder
(including the rights to direct certain actions and receive certain notices)
shall terminate and the Noteholders shall be entitled to the exercise of such
rights and to receive such benefits of the Securities Insurer following such
termination to the extent that such rights and benefits are applicable to the
Noteholders.

INDENTURE (Series 1996-4) - Page 73

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

FIRSTPLUS HOME LOAN OWNER TRUST 1996-4

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

By:___________________________
Name:
Title:

FIRST BANK NATIONAL ASSOCIATION, as
Indenture Trustee

By:_________________________________
Name: Xxxxx Xxxxxxxxxxxxxx
Title: Vice President

INDENTURE (Series 1996-4) - Page 74

XXXXX XX XXX XXXX

XXXXXX XX XXX XXXX

BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Xxxxx X. Xxxxxx, known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said
WILMINGTON TRUST COMPANY, not in its individual capacity, but solely as Owner
Trustee on behalf of FIRSTPLUS HOME LOAN OWNER TRUST 1996-4, a Delaware
business trust, and that such person executed the same as the act of said
business trust for the purpose and consideration therein expressed, and in the
capacities therein stated.

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of November,
1996.

________________________________________________
Notary Public in and for the State of New York

(Seal)

My commission expires:

__________________________________

STATE OF NEW YORK

COUNTY OF NEW YORK

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

GIVEN UNDER MY HAND AND SEAL OF OFFICE, this 22nd day of November,
1996.

________________________________________________
Notary Public in and for the State of New York

(Seal)

My commission expires:
__________________________________

INDENTURE (Series 1996-4) - Page 75

SCHEDULE A

(To be Provided at the Closing and Supplemented on each Subsequent
Transfer Date on which Subsequent Home Loans are transferred to the Trust)

INDENTURE (Series 1996-4) - Page 1

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Table of Contents

INDENTURE between FIRSTPLUS HOME LOAN OWNER TRUST 1996-4, as Issuer and

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