INDENTURE BETWEEN

1
EXHIBIT 4.2

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INDENTURE

BETWEEN

AAMES CAPITAL ACCEPTANCE CORP.,

AS ISSUER,

AND

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,

AS TRUSTEE

Dated as of _________ __, 199_

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Relating to

AAMES CAPITAL ACCEPTANCE CORP.
ASSET-BACKED BONDS, SERIES 199_-__
2
TABLE OF CONTENTS

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ARTICLE I.
DEFINITIONS
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Section 1.01 General Definitions . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Accountant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Affiliate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Aggregate Stated Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Assumed Scheduled Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authenticating Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Authorized Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Available Funds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Balloon Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Balloon Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Best Efforts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bond Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bond Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Bondholder or Holder . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Interest Payment Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Interest Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Principal Payment Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Owner . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Register . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bond Registrar . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Book Entry Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Book Entry Termination . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6
Borrower . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Business Day . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Certificate of Incorporation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Clearing Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Clearing Agency Participants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Closing Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Code . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Collection Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Collection Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7
Commission . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 7

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Condemnation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Corporate Trust Office . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Current Bond Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Custodian . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Cut-off Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Cut-off Date Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Debt Service Requirement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Defaulted Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Definitive Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Determination Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Due Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 8
Eligible Investments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Full Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 9
Grant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Highest Lawful Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Independent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 10
Individual Bond . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Insurance Policies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Insurance Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Interest Accrual Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Issuer Order . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Issuer Request . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Letter Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Liquidation Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Liquidation Principal Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Liquidation Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Loan Number . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Monthly Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Monthly Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Mortgage . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Mortgage File . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Mortgage Loan . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12
Mortgage Loan Conveyance Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgage Loan Provider . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgage Loan Schedule . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgage Note . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13

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Mortgage Pool . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgaged Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Mortgagor . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Net Monthly P&I . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Net Mortgage Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Net Principal Distribution Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Nonrecoverable Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Officers' Certificate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Officers' Certificate of the Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Opinion of Independent Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Optional Redemption Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Original Mortgage Loans . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14
Paying Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Payment Date Statement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Permitted Encumbrance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Person . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Predecessor Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Prepayment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Prepayment Period . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Prepayment Premium . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Principal Distribution Amount . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Proceeding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Rating Agency . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Realized Loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17
Redemption Price . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Reimbursement Rate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Remittance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Remittance Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
REO Disposition . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
REO Disposition Proceeds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
REO Property . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 18
Required Subordination Level . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Responsible Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Sale . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Scheduled Payment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19

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Servicer Reporting Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Servicing Advance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 19
Servicing Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Stated Maturity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Stated Maturity Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Stated Principal Balance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Subordination Level . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 20
Trigger Event . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Trust Indenture Act or TIA . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Trustee's Fee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Vice President . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21

ARTICLE II.
THE BONDS
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Section 2.01 Forms Generally . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 21
Section 2.02 Forms of Certificate of Authentication . . . . . . . . . . . . . . . . . . . . . . 22
Section 2.03 General Provisions With Respect to Principal and Interest Payments . . . . . . . . 22
Section 2.04 Denominations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 23
Section 2.05 Execution, Authentication, Delivery and Dating . . . . . . . . . . . . . . . . . . 23
Section 2.06 Registration, Registration of Transfer and Exchange . . . . . . . . . . . . . . . 24
Section 2.07 Mutilated, Destroyed, Lost or Stolen Bonds . . . . . . . . . . . . . . . . . . . . 25
Section 2.08 Payments of Principal and Interest . . . . . . . . . . . . . . . . . . . . . . . . 25
Section 2.09 Persons Deemed Owners . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.10 Cancellation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 28
Section 2.11 Authentication and Delivery of Bonds . . . . . . . . . . . . . . . . . . . . . . . 29
Section 2.12 Book Entry Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 30
Section 2.13 Termination of Book Entry System . . . . . . . . . . . . . . . . . . . . . . . . . 31

ARTICLE III.
COVENANTS
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Section 3.01 Payment of Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.02 Maintenance of Office or Agency . . . . . . . . . . . . . . . . . . . . . . . . . 32
Section 3.03 Money for Bond Payments to Be Held in Trust . . . . . . . . . . . . . . . . . . . 32
Section 3.04 Existence of Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 34
Section 3.05 Protection of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . 35
Section 3.06 Opinions as to Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . 36

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Section 3.07 Performance of Obligations; Servicing Agreement . . . . . . . . . . . . . . . . . 36
Section 3.08 Investment Company Act . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.09 Negative Covenants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37
Section 3.10 Annual Statement as to Compliance . . . . . . . . . . . . . . . . . . . . . . . . 39
Section 3.11 Recording of Assignments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 39

ARTICLE IV.
SATISFACTION AND DISCHARGE
--------------------------

Section 4.01 Satisfaction and Discharge of Indenture . . . . . . . . . . . . . . . . . . . . . 40
Section 4.02 Application of Trust Money . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41

ARTICLE V.
DEFAULTS AND REMEDIES
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Section 5.01 Event of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 41
Section 5.02 Acceleration of Maturity; Rescission and Annulment . . . . . . . . . . . . . . . . 43
Section 5.03 Collection of Indebtedness and Suits for Enforcement by Trustee . . . . . . . . . 43
Section 5.04 Remedies . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 5.05 Trustee May File Proofs of Claim . . . . . . . . . . . . . . . . . . . . . . . . . 44
Section 5.06 Trustee May Enforce Claims Without Possession of Bonds . . . . . . . . . . . . . . 45
Section 5.07 Application of Money Collected . . . . . . . . . . . . . . . . . . . . . . . . . . 45
Section 5.08 Limitation on Suits . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 46
Section 5.09 Unconditional Rights of Bondholders to Receive Principal and Interest . . . . . . 47
Section 5.10 Restoration of Rights and Remedies . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 5.11 Rights and Remedies Cumulative . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 5.12 Delay or Omission Not Waiver . . . . . . . . . . . . . . . . . . . . . . . . . . . 47
Section 5.13 Control by Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.14 Waiver of Past Defaults . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.15 Undertaking for Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 48
Section 5.16 Waiver of Stay or Extension Laws . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.17 Sale of Trust Estate . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 49
Section 5.18 Action on Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 5.19 No Recourse to Other Trust Estates or Other Assets of the Issuer . . . . . . . . . 51
Section 5.20 Application of the Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . 51

ARTICLE VI.
THE TRUSTEE
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Section 6.01 Duties of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 51
Section 6.02 Notice of Default . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53

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Section 6.03 Rights of Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 53
Section 6.04 Not Responsible for Recitals or Issuance of Bonds . . . . . . . . . . . . . . . . 54
Section 6.05 May Hold Bonds . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 6.06 Money Held in Trust . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 54
Section 6.07 Compensation and Reimbursement . . . . . . . . . . . . . . . . . . . . . . . . . . 55
Section 6.08 Eligibility; Disqualification . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.09 Trustee's Capital and Surplus . . . . . . . . . . . . . . . . . . . . . . . . . . 56
Section 6.10 Resignation and Removal; Appointment of Successor . . . . . . . . . . . . . . . . 56
Section 6.11 Acceptance of Appointment by Successor . . . . . . . . . . . . . . . . . . . . . . 58
Section 6.12 Merger, Conversion, Consolidation or Succession to Business of Trustee . . . . . . 58
Section 6.13 Preferential Collection of Claims Against Issuer . . . . . . . . . . . . . . . . . 59
Section 6.14 Co-Trustees and Separate Trustees . . . . . . . . . . . . . . . . . . . . . . . . 59
Section 6.15 Authenticating Agents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 60
Section 6.16 Review of Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 61

ARTICLE VII.
BONDHOLDERS' LISTS AND REPORTS
------------------------------

Section 7.01 Issuer to Furnish Trustee Names and Addresses of Bondholders . . . . . . . . . . . 62
Section 7.02 Preservation of Information; Communications to Bondholders . . . . . . . . . . . . 62
Section 7.03 Reports by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 62
Section 7.04 Reports by Issuer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63

ARTICLE VIII.
ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES
----------------------------------------------------------

Section 8.01 Collection of Moneys . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 63
Section 8.02 Bond Account . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 64
Section 8.03 General Provisions Regarding the Bond Account and Mortgage Loans . . . . . . . . . 66
Section 8.04 Releases of Defective Mortgage Loans Withdrawn by Servicer . . . . . . . . . . . . 67
Section 8.05 Reports by Trustee to Bondholders; Access to Certain Information . . . . . . . . . 68
Section 8.06 Trust Estate Mortgage Files . . . . . . . . . . . . . . . . . . . . . . . . . . . 68
Section 8.07 Amendment to Servicing Agreement . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.08 Delivery of the Mortgage Files Pursuant to Servicing Agreement . . . . . . . . . . 69
Section 8.09 Records . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 69
Section 8.10 Servicer as Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.11 Termination of Servicer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.12 Opinion of Counsel . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70
Section 8.13 Appointment of Custodians . . . . . . . . . . . . . . . . . . . . . . . . . . . . 70

vii
8

Page
----

ARTICLE IX.
SUPPLEMENTAL INDENTURES
-----------------------

Section 9.01 Supplemental Indentures Without Consent of Bondholders . . . . . . . . . . . . . . 71
Section 9.02 Supplemental Indentures With Consent of Bondholders . . . . . . . . . . . . . . . 72
Section 9.03 Execution of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . 73
Section 9.04 Effect of Supplemental Indentures . . . . . . . . . . . . . . . . . . . . . . . . 74
Section 9.05 Conformity With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . 74
Section 9.06 Reference in Bonds to Supplemental Indentures . . . . . . . . . . . . . . . . . . 74
Section 9.07 Amendments to Governing Documents . . . . . . . . . . . . . . . . . . . . . . . . 74

ARTICLE X.
REDEMPTION OF BONDS
-------------------

Section 10.01 Redemption . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 10.02 Form of Redemption Notice . . . . . . . . . . . . . . . . . . . . . . . . . . . . 75
Section 10.03 Bonds Payable on Optional Redemption . . . . . . . . . . . . . . . . . . . . . . . 76

ARTICLE XI.
MISCELLANEOUS
-------------

Section 11.01 Compliance Certificates and Opinions . . . . . . . . . . . . . . . . . . . . . . . 76
Section 11.02 Form of Documents Delivered to Trustee . . . . . . . . . . . . . . . . . . . . . . 77
Section 11.03 Acts of Bondholders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 78
Section 11.04 Notices, etc. to Trustee and Issuer . . . . . . . . . . . . . . . . . . . . . . . 79
Section 11.05 Notices and Reports to Bondholders; Waiver of Notices . . . . . . . . . . . . . . 79
Section 11.06 Rules by Trustee . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.07 Conflict With Trust Indenture Act . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.08 Effect of Headings and Table of Contents . . . . . . . . . . . . . . . . . . . . . 80
Section 11.09 Successors and Assigns . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.10 Separability . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.11 Benefits of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.12 Legal Holidays . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 80
Section 11.13 Governing Law . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 11.14 Counterparts . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 11.15 Recording of Indenture . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 11.16 Issuer Obligation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 11.17 Inspection . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 81
Section 11.18 Usury . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 82

viii
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SCHEDULES AND EXHIBITS

Schedule A Mortgage Loan Schedule
Exhibit A Form of Bond
Exhibit B Mortgage Loan Conveyance Agreement
Exhibit C Letter of Representations to The Depository Trust Company
Exhibit D Trustee's Final Certification

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10
CROSS-REFERENCE TABLE

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

Trust Indenture Act of 1939 Indenture Section
--------------------------- -----------------

Section 310

(a) (1) . . . . . . . . . . . . . . . . . . 6.08

(a) (2) . . . . . . . . . . . . . . . . . . 6.09

(a) (3) . . . . . . . . . . . . . . . . . . 6.14

(a) (4) . . . . . . . . . . . . . . . . . . Not Applicable

(b). . . . . . . . . . . . . . . . . . . . . 6.08

. . . . . . . . . . . . . . . . . . . . . 6.10(d)(2)

Section 311

(a) . . . . . . . . . . . . . . . . . . . . 6.13

(b) . . . . . . . . . . . . . . . . . . . . 6.13

Section 312

(a) . . . . . . . . . . . . . . . . . . . . 7.01(a)

. . . . . . . . . . . . . . . . . . . . . 7.02(a)

(b) . . . . . . . . . . . . . . . . . . . . 7.02(b)

Section 313

(a) . . . . . . . . . . . . . . . . . . . . 7.03(a)

(b) . . . . . . . . . . . . . . . . . . . . 7.03(a)

(d) . . . . . . . . . . . . . . . . . . . . 7.03(b)

----------------------------------
*This Cross-Reference Table is not part of the Indenture.

Trust Indenture Act of 1939 Indenture Section
--------------------------- -----------------

Section 314

(a) . . . . . . . . . . . . . . . . . . . . 7.04

(b)(1) . . . . . . . . . . . . . . . . . . 2.11(c)(viii)

(b)(2) . . . . . . . . . . . . . . . . . . 3.06

(c)(1) . . . . . . . . . . . . . . . . . . 2.11(d)

. . . . . . . . . . . . . . . . . . . . . 4.01

. . . . . . . . . . . . . . . . . . . . . 8.02(d)

. . . . . . . . . . . . . . . . . . . . . 11.01

(c)(2) . . . . . . . . . . . . . . . . . . 2.11(c)(ii)

. . . . . . . . . . . . . . . . . . . . . 4.01

. . . . . . . . . . . . . . . . . . . . . 8.02(d)

. . . . . . . . . . . . . . . . . . . . . 11.01

(c)(3) . . . . . . . . . . . . . . . . . .

. . . . . . . . . . . . . . . . . . . . . 2.11(e)

. . . . . . . . . . . . . . . . . . . . . 8.02(d)

(d)(1) . . . . . . . . . . . . . . . . . . 11.01(b)

(d)(2) . . . . . . . . . . . . . . . . . . 11.01(c)

(d)(3) 11.01(d)

(e) . . . . . . . . . . . . . . . . . . . . 11.01

. . . . . . . . . . . . . . . . . . . . .

Section 315

(a) . . . . . . . . . . . . . . . . . . . . 6.01(b)

. . . . . . . . . . . . . . . . . . . . . 6.01(c)(1)

(b) . . . . . . . . . . . . . . . . . . . . 6.02

-----------------------------------
*This Cross-Reference Table is not part of the Indenture.
12

Trust Indenture Act of 1939 Indenture Section
--------------------------- -----------------

. . . . . . . . . . . . . . . . . . . . . 11.05

(d)(1) . . . . . . . . . . . . . . . . . . 6.01(b)

. . . . . . . . . . . . . . . . . . . . . 6.01(c)

(d)(2) . . . . . . . . . . . . . . . . . . 6.01(c)(2)

(d)(3) . . . . . . . . . . . . . . . . . . 6.01(c)(3)

(e) . . . . . . . . . . . . . . . . . . . . 5.15

Section 316

(a) . . . . . . . . . . . . . . . . . . . . 5.20(a)

(b) . . . . . . . . . . . . . . . . . . . . 5.09

. . . . . . . . . . . . . . . . . . . . . 1.01

Section 317

(a)(1) . . . . . . . . . . . . . . . . . . 5.03

(a)(2) . . . . . . . . . . . . . . . . . . 5.05

(b) . . . . . . . . . . . . . . . . . . . . 3.03

Section 318

(a) . . . . . . . . . . . . . . . . . . . . 11.07

13
THIS INDENTURE, dated as of ________ __, 199__ (as amended or
supplemented from time to time as permitted hereby, this "Indenture"), is
between AAMES CAPITAL ACCEPTANCE CORP., a Delaware corporation (together with
its permitted successors and assigns, the "Issuer") and BANKERS TRUST COMPANY
OF CALIFORNIA, N.A., a national banking association, as trustee (together with
its permitted successors in the trusts hereunder, the "Trustee").

Preliminary Statement

The Issuer has duly authorized the execution and delivery of this
Indenture to provide for its Asset-Backed Bonds, Series 199__-__ (the "Bonds"),
issuable as provided in this Indenture. All covenants and agreements made by
the Issuer herein are for the benefit and security of the Holders of the Bonds.
The Issuer is entering into this Indenture, and the Trustee is accepting the
trusts created hereby, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged.

All things necessary to make this Indenture a valid agreement of the
Issuer in accordance with its terms have been done.

Granting Clause

The Issuer hereby Grants to the Trustee, for the exclusive benefit of
the Holders of the Bonds, all of the Issuer's right, title and interest in and
to (a) the Mortgage Loans listed in Schedule A to this Indenture, including the
related Mortgage Files, that the Issuer has caused to be delivered to the
Trustee herewith and all payments of Net Monthly P&I due thereon after the
Cut-off Date whenever received, whether before or after the date hereof, all
Prepayments thereof received after the Cut-off Date, and all other proceeds
received in respect of such Mortgage Loans (other than payments of Monthly
Payments due on or prior to the Cut-off Date), (b) the Servicing Agreement, (c)
each Mortgage Loan Conveyance Agreement, (d) the Insurance Policies, (e) all
cash, instruments or other property held or required to be deposited in the
Collection Account or the Bond Account, including all investments made with
funds in the Collection Account or the Bond Account (but not including any
income on funds deposited in, or investments made with funds deposited in, the
Collection Account which income shall belong to and be for the account of the
Servicer, and not including any income on funds deposited in, or investments
made with funds deposited in, the Bond Account which income shall belong to and
be for the account of the Trustee), and (g) all proceeds of the conversion,
voluntary or involuntary, of any of the foregoing into cash or other liquid
assets, including, without limitation, all insurance proceeds and condemnation
awards. Such Grants are made, however, in trust, to secure the Bonds equally
and ratably without prejudice, priority or distinction between any Bond and any
other Bond by reason of difference in time of issuance or otherwise, and to
secure (i) the payment of all amounts due on the Bonds in accordance with their
terms, (ii) the payment of all other sums payable under this Indenture and
(iii) compliance with the provisions of this

2
14
Indenture, all as provided in this Indenture. All terms used in the foregoing
granting clauses that are defined in Section 1.01 are used with the meanings
given in said Section.

The Trustee acknowledges such Grant, accepts the trusts hereunder in
accordance with the provisions of this Indenture and agrees to perform the
duties herein required to the end that the interests of the Holders of the
Bonds may be adequately and effectively protected.

ARTICLE I.
DEFINITIONS

Section 1.01 General Definitions.

Except as otherwise specified or as the context may otherwise require,
the following terms have the respective meanings set forth below for all
purposes of this Indenture, and the definitions of such terms are applicable to
the singular as well as to the plural forms of such terms and to the masculine
as well as to the feminine genders of such terms. Whenever reference is made
herein to an Event of Default or a Default known to the Trustee or of which the
Trustee has notice or knowledge, such reference shall be construed to refer
only to an Event of Default or Default of which the Trustee is deemed to have
notice or knowledge pursuant to Section 6.01(d). All other terms used herein
that are defined in the Trust Indenture Act (as hereinafter defined), either
directly or by reference therein, have the meanings assigned to them therein.

"Accountant": A Person engaged in the practice of accounting who
(except when this Indenture provides that an Accountant must be Independent)
may be employed by or affiliated with the Issuer or an Affiliate of the Issuer.

"Act": With respect to any Bondholder, as defined in Section 11.03.

"Advance": Any Monthly Advance or Servicing Advance.

"Affiliate": 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 specified 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, relation to individuals or otherwise, and the terms
"controlling" and "controlled" have meanings correlative to the foregoing.

"Agent": Any Bond Registrar, Paying Agent, Authenticating Agent or
Custodian.

"Aggregate Stated Balance": With respect to any Determination Date,
an amount equal to the aggregate of the Stated Principal Balances of the
Mortgage Loans included in the Mortgage Pool as of the end of the immediately
preceding Collection Period.

3
15
"Assignments": Collectively (i) the original instrument of assignment
of a Mortgage, the Mortgage Note secured thereby and all other documents
securing such Mortgage Note, including any interim assignments from the
originator or any other holder of any Mortgage Loan to the Issuer, (ii) the
original instrument of assignment of each agreement creating any leases, rents,
income or profits derived from the ownership, operation or disposition of all
or a portion of the related Mortgaged Property (if such item is separate from
the Mortgage) and (iii) the original instrument of assignment of such Mortgage,
Mortgage Note and other documents (described in clauses (i) and (ii)) made by
the Issuer to the Trustee (that in each case may, to the extent permitted by
the laws of the state in which the related Mortgaged Property is located, be a
blanket instrument of assignment covering other Mortgages and Mortgage Notes as
well and that may also be an instrument of assignment running directly from the
mortgagee of record under the related Mortgage to the Trustee).

["Assumed Scheduled Payment": With respect to any Mortgage Loan that
has a Balloon Payment and that is delinquent in respect of its Balloon Payment
beyond the first Determination Date that follows its Stated Maturity Date, an
amount deemed to be due for such Mortgage Loan on its Stated Maturity Date and
on each successive related Due Date that it remains or is deemed to remain
outstanding equal to the Scheduled Payment that would have been due thereon on
such date if the related Balloon Payment had not come due but rather such
Mortgage Loan had continued to amortize in accordance with such Mortgage Loan's
amortization schedule, if any, in effect prior to its Stated Maturity Date.
With respect to any delinquent Balloon Loan that provides for Monthly Payments
of interest only prior to its Stated Maturity Date, the Assumed Scheduled
Payment for such Balloon Loan will equal zero.]

"Authenticating Agent": The Person, if any, appointed as
Authenticating Agent by the Trustee at the request of the Issuer pursuant to
Section 6.15, until any successor Authenticating Agent for the Bonds is named,
and thereafter "Authenticating Agent" shall mean such successor. The initial
Authenticating Agent shall be the Trustee.

"Authorized Officer": Chairman, President, or any Vice President of
the Issuer.

"Available Funds": With respect to each Payment Date, an amount equal
to the sum of the following amounts:

(i) scheduled payments of principal and interest due on
the Mortgage Loans during the related Collection Period and collected
prior to or during the related Collection Period;

(ii) all Monthly Advances made with respect to such
Payment Date;

(iii) with respect to each Mortgage Loan, all partial and
full Prepayments received on that Mortgage Loan during the related
Prepayment Period;

4
16
(iv) all other proceeds received on or in respect of the
Mortgage Loans during the related Prepayment Period; and

(v) any other amounts required under the Indenture to be
deposited into the Bond Account during the related Collection Period
or with respect to such Payment Date (including, without limitation,
deposits pursuant to Section 8.04 in connection with breaches of
representations and warranties by the Mortgage Loan Provider and
deposits pursuant to Section 4.01, Section 8.01, Section 8.04(c) and
Section 10.01);

but net of the following amounts:

(a) the Servicing Fee and the Trustee's Fee paid
during or with respect to the related Collection Period;

(b) amounts applied to reimburse Monthly Advances
for prior Payment Dates or other previously unreimbursed
Servicing Advances (and interest thereon at the related
Reimbursement Rate), and all other amounts permitted to be
withdrawn from the Collection Account in accordance with the
terms of the Servicing Agreement; and

"Balloon Loan": A Mortgage Loan whose amortization schedule includes
a Balloon Payment.

"Balloon Payment": With respect to any Mortgage Loan that is not
fully amortizing over its term to maturity, a lump-sum payment, equal to the
unpaid principal balance due on the Stated Maturity Date thereof.

"Best Efforts": Efforts determined to be in good faith and reasonably
diligent by the Person performing such efforts, specifically the Issuer or the
Servicer, as the case may be, in its reasonable discretion. Such efforts do
not require the Issuer or the Servicer, as the case may be, to enter into any
litigation, arbitration or other legal or quasi-legal proceeding, nor do they
require the Issuer or the Servicer, as the case may be, to advance or expend
fees or sums of money in addition to those specifically set forth in this
Indenture and the Servicing Agreement.

"Bond Account": The trust account or accounts created and maintained
pursuant to Section 8.02.

"Bond Balance": With respect to all of the Bonds the aggregate of the
Current Bond Balances of all Bonds Outstanding at the time of determination.

5
17
"Bondholder" or "Holder": The Person in whose name a Bond is
registered in the Bond Register.

"Bond Interest Payment Amount": With respect to each Payment Date,
one month's interest at the Bond Interest Rate on the Bond Balance on the
related Determination Date as provided in Section 2.03.

"Bond Interest Rate": With respect to the Bonds, the annual rate at
which interest accrues on the Bonds as specified in the Bonds and in Section
2.03.

"Bond Principal Payment Amount":

[(i) with respect to each Payment Date for which a
Trigger Event does not exist and with respect to each Payment
Date on which the Subordination Level will be (after taking
into account the principal payments that are to be made on the
Bonds on such Payment Date, if made in an amount determined
pursuant to this clause (i)) equal to or greater than the
Required Subordination Level for such Payment Date, the lesser
of (a) __% of the Net Principal Distribution Amount for such
Payment Date plus the Liquidation Principal Amount for such
Payment Date; and (b) the Bond Balance immediately prior to
such Payment Date; and

(ii) with respect to any other Payment Date, the
lesser of (a) 100% of the Principal Distribution Amount for
such Payment Date and (b) the Bond Balance immediately prior
to such Payment Date.]

"Bond Owner": With respect to a Book Entry Bond, the Person who is
the beneficial owner of such Bond as reflected on the books of the Clearing
Agency for the Bonds or on the books of a Person maintaining an account with
such Clearing Agency (directly or as an indirect participant, in accordance
with the rules of such Clearing Agency).

"Bond Register": As defined in Section 2.06.

"Bond Registrar": As defined in Section 2.06.

"Bonds": Any bonds authorized by, and authenticated and delivered
under, this Indenture.

"Book Entry Bonds": Bonds that are issued in book entry form and held
in the form of one or more certificates issued in the name of a Clearing Agency
registered with the Commission.

"Book Entry Termination": The time at which the book entry
registration of the Book Entry Bonds shall terminate, as specified in Section
2.13.

6
18
"Borrower": The original Mortgagor under a Mortgage Loan.

"Business Day": Any day other than (i) a Saturday or Sunday or (ii) a
day that is either a legal holiday or a day on which banking institutions in
the State of New York or the State of California are authorized or obligated by
law, regulation or executive order to be closed.

"Certificate of Incorporation": The Issuer's Certificate of
Incorporation filed with the Secretary of State of the State of Delaware on
February 4, 1997.

"Clearing Agency": An organization registered as a "clearing agency"
pursuant to Section 17A of the Securities and Exchange Act of 1934, as amended,
and the regulations of the Commission thereunder and shall initially be The
Depository Trust Company of New York, the nominee for which is Cede & Co.

"Clearing Agency Participants": The entities for whom the Clearing
Agency will maintain book entry records of ownership and transfer of Book Entry
Bonds, which may include securities brokers and dealers, banks and trust
companies and clearing corporations and certain other organizations.

"Closing Date": ___________ __, 199__, the date of initial issuance
of the Bonds.

"Code": The Internal Revenue Code of 1986, as amended, and as may be
further amended from time to time, as successor statutes thereto, and
applicable U.S. Department of Treasury regulations issued pursuant thereto in
temporary or final form and proposed regulations thereunder to the extent that,
by reason of their proposed effective date, such proposed regulations would
apply.

"Collection Account": As defined in Article I of the Servicing
Agreement.

"Collection Period": With respect to a Payment Date, the period
commencing on the _____ day of the month preceding the month in which such
Payment Date occurs (except that, in the case of the first Payment Date, the
related Collection Period will commence on the day following the Cut-off Date)
and ending on the _____ day of the month in which such Payment Date occurs.

"Commission": The Securities and Exchange Commission, as from time to
time constituted, created under the Securities Exchange Act of 1934, or if at
any time such Commission is not existing and performing the duties now assigned
to it under the Trust Indenture Act, then the body performing such duties at
such time under the Trust Indenture Act or similar legislation replacing the
Trust Indenture Act.

7
19
"Condemnation Proceeds": All awards or settlements in respect of a
Mortgaged Property, whether permanent or temporary, partial or entire, by
exercise of the power of eminent domain or condemnation.

"Corporate Trust Office": The principal corporate trust office of the
Trustee located at 0 Xxxx Xxxxx, 00xx Xxxxx, Xxxxxx, Xxxxxxxxxx 00000, or at
such other address as the Trustee may designate from time to time by notice to
the Bondholders and the Issuer, or the principal corporate trust office of any
successor Trustee.

"Current Bond Balance": With respect to any Bond as of any date of
determination, the original principal amount of such Bond, reduced by all prior
payments, if any, made with respect to principal of such Bond.

"Custodian": A Person who is at any time appointed by the Trustee
pursuant to Section 8.13 as a document custodian for the Mortgage Files, which
Person shall not be the Issuer or an Affiliate of the Issuer.

"Cut-off Date": _____________ __, 199_.

"Cut-off Date Balance": With respect to any Mortgage Loan, the
outstanding principal balance of such Mortgage Loan as of the Cut-off Date,
after the application of all principal payments due on or before such date,
whether or not received.

"Debt Service Requirement": With respect to a particular Payment
Date, the sum of:

(a) the Bond Interest Payment Amount for such Payment
Date; and

(b) the Bond Principal Payment Amount for such Payment
Date.

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

"Defaulted Mortgage Loan": The meaning specified in Section 8.04(c).

"Definitive Bonds": Bonds other than Book Entry Bonds.

"Determination Date": With respect to any Payment Date, the first
Business Day following the end of the related Collection Period.

"Due Date": With respect to any Mortgage Loan, the date each month on
which the Monthly Payment is due.

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"Eligible Investments": Any one or more of the following obligations,
instruments and securities:

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

(ii) general obligations of, or obligations guaranteed by,
any state of the United States or the District of Columbia receiving
one of the two highest ratings of the Rating Agency;

(iii) commercial paper that is then rated in the highest
commercial paper rating category of the Rating Agency;

(iv) certificates of deposit, demand or time deposits,
federal funds or bankers' acceptances issued by any depository
institution or trust company incorporated under the laws of the United
States or of any state thereof and subject to supervision and
examination by federal and/or state banking authorities; provided that
the commercial paper and/or long-term debt obligations of such
depository institution or trust company (or in the case of the
principal depository institution in a holding company system, the
commercial paper or long-term debt obligations of such holding
company) are then rated in the highest rating category of the Rating
Agency, in the case of commercial paper, or in the two highest
categories in the case of long-term debt obligations;

(v) demand or time deposits or certificates of deposit
issued by any bank or trust company or savings and loan association
and fully insured by the FDIC;

(vi) repurchase obligations with respect to any security
described in (i) and (ii) above or any other security issued or
guaranteed by an agency or instrumentality of the United States, in
either case entered into with a depository institution or trust
company (acting as principal) described in (iv) above; or

(vii) securities bearing interest or sold at a discount
issued by any corporation incorporated under the laws of the United
States or any state thereof that, at the time of such investment or
contractual commitment providing for such investments, are then rated
in one of the two highest categories of the Rating Agency.

"Event of Default": The meaning specified in Section 5.01.

"Full Prepayment": With respect to any Mortgage Loan, when any one of
the following occurs: (i) payment is made by the Mortgagor to the Trustee or
the Servicer of 100% of the outstanding principal balance of such Mortgage
Loan, together with all accrued and unpaid interest thereon at the Net Mortgage
Rate, (ii) payment is made to the Trustee of the cash purchase price of such
Mortgage Loan in connection with the purchase of such Mortgage Loan

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by the Mortgage Loan Provider, (iii) payment is made to the Servicer or the
Trustee of all Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds
and REO Disposition Proceeds, and other payments, if any, that have been
determined by the Servicer in accordance with the provisions of the Servicing
Agreement to be finally recoverable, in the Servicer's reasonable judgment, in
respect of such Mortgage Loan, or (iv) payment by the Issuer to the Trustee
pursuant to Section 8.04(c) of the amount specified therein with respect to a
Defaulted Mortgage Loan.

"Grant": To grant, bargain, sell, warrant, alienate, remise, release,
convey, assign, transfer, mortgage, pledge, create and grant a security
interest in, deposit, set-over and confirm. A Grant of a Mortgage Loan and
related Mortgage Files, an Eligible Investment, the Servicing Agreement, a
Mortgage Loan Conveyance Agreement, an Insurance Policy or any other instrument
shall include all rights, powers and options (but none of the obligations) of
the Granting party thereunder, including without limitation the immediate and
continuing right to claim for, collect, receive and give receipts for principal
and interest payments thereunder, insurance proceeds, Condemnation Proceeds,
purchase prices and all other moneys payable thereunder and all proceeds
thereof, 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.

"Highest Lawful Rate": The meaning specified in Section 11.18.

"Indenture" or "this Indenture": This instrument as originally
executed and, if from time to time supplemented or amended by one or more
indentures supplemental hereto entered into pursuant to the applicable
provisions hereof, as so supplemented or amended. All references in this
instrument to designated "Articles", "Sections", "Subsections" and other
subdivisions are to the designated Articles, Sections, Subsections and other
subdivisions of this instrument as originally executed. The words "herein",
"hereof", "hereunder" and other words of similar import refer to this Indenture
as a whole and not to any particular Article, Section, Subsection or other
subdivision.

"Independent": When used with respect to any specified Person means
such a Person who (i) is in fact independent of the Issuer and any other
obligor upon the Bonds, (ii) does not have any direct financial interest or any
material indirect financial interest in the Issuer or in any such other obligor
or in an Affiliate of the Issuer or such other obligor, and (iii) is not
connected with the Issuer or any such other obligor as an officer, employee,
promoter, underwriter, trustee, partner, director or person performing similar
functions. Whenever it is herein provided that any Independent Person's
opinion or certificate shall be furnished to the Trustee, such Person shall be
appointed by an Issuer Order and such opinion or certificate shall state that
the signer has read this definition and that the signer is Independent within
the meaning hereof.

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"Individual Bond": A Bond of an original principal amount of $1,000;
a Bond of an original principal amount in excess of $1,000 shall be deemed to
be a number of Individual Bonds equal to the quotient obtained by dividing such
original principal amount by $1,000.

"Insurance Policies": All insurance policies insuring any Mortgage
Loan or Mortgaged Property, to the extent the Issuer or the Trustee has any
interest therein.

"Insurance Proceeds": As defined in Article I of the Servicing
Agreement.

"Interest Accrual Period": With respect to a Payment Date, the one
month period ending on the last day of the month preceding each Payment Date.

"Issuer": Aames Capital Acceptance Corp., a Delaware corporation,
until a successor Person shall have become the Issuer pursuant to the
applicable provisions of this Indenture, and thereafter "Issuer" shall mean
such successor Person.

"Issuer Order" and "Issuer Request": A written order or request of
the Issuer signed by the Chairman, President, any Vice President, Secretary or
any Assistant Secretary of the Issuer and delivered to the Trustee.

"Letter Agreement": The Letter of Representations to The Depository
Trust Company from the Trustee and the Issuer dated ________ __, 199__,
attached hereto as Exhibit C.

"Liquidation Date": With respect to any Mortgage Loan, the date of
the final receipt of all Liquidation Proceeds, Condemnation Proceeds, Insurance
Proceeds, REO Disposition Proceeds or other payments with respect to such
Mortgage Loan.

"Liquidation Principal Amount": With respect to any Payment Date, the
aggregate of all Liquidation Proceeds, Insurance Proceeds, REO Disposition
Proceeds, Condemnation Proceeds and proceeds of Mortgage Loan repurchases that
were received on or in respect of Mortgage Loans during the related Prepayment
Period and that were identified and applied as recoveries of principal, in each
case net of any portion of such amounts that represents a recovery of the
principal portion of any Scheduled Payment (other than a Balloon Payment) due
or of the principal portion of any Assumed Scheduled Payment deemed due in
respect of the related Mortgage Loan on a Due Date during or prior to the
related Prepayment Period and not previously recovered.

"Liquidation Proceeds": Cash (other than REO Disposition Proceeds,
Condemnation Proceeds and Insurance Proceeds) received in connection with the
liquidation of a Defaulted Mortgage Loan, whether through the sale or
assignment of the Mortgage Loan, trustee's sale, foreclosure sale or otherwise.

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"Loan Number": With respect to any Mortgage Loan, the number assigned
to such Mortgage Loan by the Servicer, which number is set forth in the
Mortgage Loan Schedule.

"Maturity": With respect to any Bond, the date on which the entire
unpaid principal amount of such Bond becomes due and payable as therein or
herein provided, whether at the Stated Maturity of the final installment of
such principal or by declaration of acceleration, call for redemption or
otherwise.

"Monthly Advance": As defined in Article I of the Servicing
Agreement.

"Monthly Payment": The scheduled monthly payment of principal and
interest on a Mortgage Loan (including any Balloon Payment) that is payable by
a Mortgagor from time to time under the related Mortgage Note.

"Mortgage": The original mortgage, deed of trust or other security
instrument that creates a first lien in the Mortgaged Property securing a
Mortgage Loan.

"Mortgage File": With respect to each Mortgage Loan, (i) the original
Mortgage Note, endorsed, in the form "Pay to the order of Bankers Trust Company
of California, N.A., as Trustee for the benefit of Aames Capital Acceptance
Corp. Asset-Backed Bonds, Series 199__-__, without recourse"; (ii) the original
of the Mortgage, together with an original or of any intervening assignments of
the Mortgage, in each case with evidence of recording indicated thereon; (iii)
the original of any related assignment of leases (if such item is a document
separate from the Mortgage), with evidence of recording indicated thereon; (iv)
an original recorded assignment of the Mortgage in the form "Pay to the order
of Bankers Trust Company of California, N.A., as Trustee for the benefit of
Aames Capital Acceptance Corp. Asset-Backed Bonds, Series 199__-__"; (v) an
original recorded assignment of any related assignment of leases (if such item
is a document separate from the Mortgage) in the form "Pay to the order of
Bankers Trust Company of California, N.A., as Trustee for the benefit of Aames
Capital Acceptance Corp. Asset-Backed Bonds, Series 199__-__"; (vi) originals
or copies of all written modification agreements in those instances in which
the terms or provisions of the Mortgage or Mortgage Note have been modified;
(vii) the original or a copy of the policy or certificate of lender's title
insurance issued on the date of the origination of such Mortgage Loan, or, if
such policy has not been issued, an irrevocable, binding commitment to issue
such title insurance policy or an attorneys' title opinion, if customary in the
related jurisdiction where the Mortgaged Property is located; and (viii) any
file copies of any UCC financing statements in the possession of the Mortgage
Loan Provider; if the original of any document described in clause (ii), (iii),
(iv), (v) or (vi) has been retained by the recording office in which such
document was recorded, then a copy thereof duly certified as true and correct
by a duly authorized representative of such recording office shall be included
as part of the Mortgage File for the related Mortgage Loan.

"Mortgage Loan": A mortgage loan Granted to the Trustee under this
Indenture as security for the Bonds. The term "outstanding Mortgage Loans" as
of any date means the

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Mortgage Loans other than those that have been the subject of Full Prepayments
as of or prior to such date. Notwithstanding that any Mortgaged Property may
be acquired by the Servicer, on behalf of the Trust Estate through foreclosure,
deed in lieu of foreclosure or otherwise, the related Mortgage Loan will be
treated, for purposes of determining the Available Funds, the Principal
Distribution Amount and the amount of Servicing Fees and Trustee's Fees payable
with respect to such Mortgage Loan, as having remained outstanding until the
related REO Property is liquidated. In connection therewith, operating
revenues and other proceeds derived from such REO Property (exclusive of
related operating costs) will be applied by the Servicer as principal, interest
and other amounts due on such Mortgage Loan, and the Servicer will make Monthly
Advances in respect of such Mortgage Loan, in all cases as if such Mortgage
Loan had remained outstanding.

"Mortgage Loan Conveyance Agreement": That certain Mortgage Loan
Conveyance Agreement, dated as of __________ __, 199__, between Aames Capital
Corporation and Aames Capital Acceptance Corporation, relating to the sale of
the Mortgage Loans, a copy of which agreement is attached hereto as Exhibit B.

"Mortgage Loan Provider": Aames Capital Corporation.

"Mortgage Loan Schedule": Schedule A hereto identifying the Mortgage
Loans being Granted to the Trustee on the Closing Date.

"Mortgage Note": The original note, bond or other evidence of
indebtedness executed by a Borrower that evidences the indebtedness of such
Borrower under a Mortgage Loan.

"Mortgage Pool": As of any date all of the outstanding Mortgage Loans
on such date.

"Mortgage Rate": With respect to each Mortgage Loan, the adjustable
rate per annum set forth in the related Mortgage Note from time to time at
which interest accrues on such Mortgage Loan as of the most recent interest
rate adjustment pursuant to the related Mortgage Note, in each case after
giving effect to any modification of a Mortgage Loan for any period in
connection with a bankruptcy or similar proceeding involving the related
Mortgagor or a modification, waiver or amendment of such Mortgage Loan granted
or agreed to by the Servicer in accordance with the Servicing Agreement.

"Mortgaged Property": The real property and improvements thereon
securing a Mortgage Note.

"Mortgagor": Each Person who is indebted under a Mortgage Note or who
has acquired real property subject to the Mortgage securing a Mortgage Note.

"Net Monthly P&I": With respect to any Mortgage Loan for any Due
Date, the Monthly Payment for such Due Date net of the Servicing Fee.

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"Net Mortgage Rate": The Mortgage Rate of a Mortgage Loan net of the
Servicing Fee (expressed in a comparable manner) on such Mortgage Loan.

"Net Principal Distribution Amount": With respect to any Payment
Date, the excess of the Principal Distribution Amount for such Payment Date
over the Liquidation Principal Amount for such Payment Date.

"Nonrecoverable Advance": As defined in Article I of the Servicing
Agreement.

"Officers' Certificate": A certificate signed by the Chairman, the
President or a Vice President, and by the Treasurer, an Assistant Treasurer,
the Controller, an Assistant Controller, the Secretary or an Assistant
Secretary of the Issuer or of such other Person as is delivering such
certificate, and delivered to the Trustee. Unless otherwise specified, any
reference in this Indenture to an Officers' Certificate shall be to an
Officers' Certificate as defined in the previous sentence.

"Officers' Certificate of the Servicer": A certificate signed by two
authorized officers of the Servicer.

"Opinion of Counsel": A written opinion of counsel who may, except as
otherwise expressly provided in this Indenture, be counsel for the Issuer and
who shall be reasonably satisfactory to the Trustee.

"Opinion of Independent Counsel": An Opinion of Counsel rendered by
counsel that is Independent.

"Optional Redemption Date": With respect to the Bonds that are
subject to optional redemption, any Payment Date on or after the Payment Date
on which the Bond Balance is less than __% of the initial Bond Balance.

"Original Mortgage Loans": The Mortgage Loans listed on the Mortgage
Loan Schedule and Granted to the Trustee on the Closing Date.

"Outstanding": As of the date of determination, all Bonds theretofore
authenticated and delivered under this Indenture except:

(i) Definitive Bonds theretofore canceled by the Bond
Registrar or delivered to the Bond Registrar for cancellation;

(ii) Bonds or portions thereof for whose payment or
redemption money in the necessary amount has been theretofore
deposited with the Trustee or any Paying Agent (other than the Issuer)
in trust for the Holders of such Bonds; provided, however, that if

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such Bonds are to be redeemed, notice of such redemption has been duly
given pursuant to this Indenture or provision therefor, satisfactory to
the Trustee, has been made;

(iii) Bonds in exchange for or in lieu of which other Bonds
have been authenticated and delivered pursuant to this Indenture
unless proof satisfactory to the Trustee is presented that any such
Bonds are held by a bona fide purchaser (as defined by the Uniform
Commercial Code of the applicable jurisdiction); and

(iv) Bonds alleged to have been destroyed, lost or stolen
that have been paid as provided for in Section 2.07;

provided, however, that in determining whether the Holders of the requisite
percentage of the Bond Balance of the Outstanding Bonds have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Bonds
owned by the Issuer, any other obligor upon the Bonds or any Affiliate of the
Issuer or such other obligor shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Bonds that the Trustee knows to be so owned shall be so
disregarded. Bonds so owned that have been pledged in good faith may be
regarded as Outstanding if the pledgee establishes to the satisfaction of the
Trustee the pledgee's right so to act with respect to such Bonds and that the
pledgee is not the Issuer, any other obligor upon the Bonds or any Affiliate of
the Issuer or such other obligor.

"Paying Agent": The Trustee or any other depository institution or
trust company that is authorized by the Issuer pursuant to Section 3.03 to pay
the principal of, or interest on, any Bonds on behalf of the Issuer.

"Payment Date": The __ day of each month (or if any such day is not a
Business Day, the next succeeding Business Day) beginning _____________ __,
199__.

"Payment Date Statement": The meaning specified in Section 2.08(d).

"Permitted Encumbrance": Any lien, charge, security interest,
mortgage or other encumbrance (other than the lien of this Indenture) Granted
by the Issuer in any portion of the Trust Estate, provided that:

(i) such lien, charge, security interest, mortgage or
encumbrance extends only to a portion of the Trust Estate that is
limited to cash deliverable or payable to the Issuer pursuant to
Section 8.01 or Section 8.02(d);

(ii) such lien, charge, security interest, mortgage or
other encumbrance secures indebtedness that the Issuer is permitted to
incur under the terms of this Indenture; and

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(iii) the beneficiary of such lien, charge, security
interest, mortgage or other encumbrance has agreed that in connection
with the enforcement thereof it will not bring any Proceeding seeking,
or that would result in, the sale of any portion of the Trust Estate
and will not file any petition for the commencement of insolvency
proceedings with respect to the Issuer under the federal bankruptcy
laws, as now or hereafter in effect, or any other present or future
federal or state bankruptcy, insolvency or similar law, or for the
appointment of any receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Issuer or of any of its
property or seeking an order for the winding up or liquidation of the
affairs of the Issuer until not less than 91 days after payment in
full of all Outstanding Bonds.

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

"Predecessor Bonds": With respect to any particular Bond, every
previous Bond evidencing all or a portion of the same debt as that evidenced by
such particular Bond; and, for the purpose of this definition, any Bond
authenticated and delivered under Section 2.07 in lieu of a lost, destroyed or
stolen Bond shall be deemed to evidence the same debt as the lost, destroyed or
stolen Bond.

"Prepayment": Any payment or other recovery of principal on a
Mortgage Loan that is received in advance of its scheduled Due Date, including
any Prepayment Premium thereon, and is not accompanied by an amount as to
interest representing scheduled interest due on any date or dates in any month
or months subsequent to the month in which it is received.

"Prepayment Period": With respect to a Payment Date, the calendar
month preceding the month in which such Payment Date occurs, except that, in
the case of the first Payment Date, the related Prepayment Period will commence
on the Cut-off Date.

"Prepayment Premium": With respect to any Mortgage Loan that permits
voluntary Prepayments, an amount, if any, required to be paid under the terms
of the Mortgage Loan in excess of the Prepayment.

"Principal Distribution Amount": With respect to each Payment Date,
an amount equal the excess of (i) the aggregate of the following:

(a) the aggregate of the principal portions of
all Scheduled Payments (other than Balloon Payments) due and
any Assumed Scheduled Payments deemed due on or in respect of
the Mortgage Loans for their respective Due Dates occurring
during the related Collection Period;

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(b) the aggregate of all Prepayments received on
the Mortgage Loans during the related Prepayment Period;

(c) with respect to any Mortgage Loan as to which
the related Stated Maturity Date occurred during or prior to
the related Collection Period, any payment of principal made
by or on behalf of the related Mortgagor during the related
Collection Period, net of any portion of such payment that
represents a recovery of the principal portion of any
Scheduled Payment (other than a Balloon Payment) due or the
principal portion of any Assumed Scheduled Payment deemed due
in respect of such Mortgage Loan on a Due Date during or prior
to the related Collection Period and previously recovered; and

(d) the Liquidation Principal Amount for such
Payment Date, over

(ii) the amount, if any, by which interest due and
payable on the Bonds on such Payment Date exceeds the
aggregate amount of interest collected or received in respect
of the Mortgage Loans in the Mortgage Pool during the related
Collection Period.

If, in any month, the payment received with respect to a Mortgage Loan
is less than the payment of principal and interest due in that month, the
amount received will be allocated first to interest and then to principal
unless the related Mortgage Loan provides otherwise.

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

"Rating Agency": ________________________ and its successors so long
as they shall be engaged in the business of rating debt securities similar to
the Bonds.

"Realized Loss": As to any liquidated Mortgage Loan (or related REO
Property), the excess, if any, of (a) the actual outstanding principal balance
thereof on the Liquidation Date plus (i) accrued and unpaid interest thereon
(without consideration of any Monthly Advances) at the Mortgage Rate to but not
including the Due Date in the Collection Period in which the Liquidation Date
occurs and (ii) related unreimbursed Servicing Advances, over (b) the aggregate
amount of related Liquidation Proceeds, Insurance Proceeds, Condemnation
Proceeds and REO Disposition Proceeds, if any, recovered in connection with
such liquidation. A Realized Loss shall also include any portion of the amount
due under a Mortgage Loan that is forgiven, whether in connection with a
modification, waiver or amendment granted or agreed to by the Servicer or in
connection with the bankruptcy or similar proceeding involving the related
Mortgagor.

"Record Date": With respect to any Payment Date, the date on which
the Persons entitled to receive any payment of principal of or interest on any
Bonds (or notice of a payment in full of

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principal) due and payable on such Payment Date are determined; such date shall
be the last Business Day of the month preceding the month of such Payment Date.
With respect to a vote of Bondholders required or allowed hereunder, the Record
Date shall be the later of (i) 30 days prior to the first solicitation of
consents or (ii) the date of the most recent list of Bondholders furnished to
the Trustee pursuant to Section 7.01(a) prior to such solicitation.

"Redemption Price": With respect to any Bond to be redeemed in whole
or in part, an amount equal to 100% of the Current Bond Balance of the Bond to
be so redeemed, together with accrued and unpaid interest on such amount at the
Bond Interest Rate through the last day of the month preceding the month in
which the applicable Optional Redemption Date occurs.

"Reimbursement Rate": As defined in Article I of the Servicing
Agreement.

"Remittance": With respect to any one or more Mortgage Loans for any
particular date or period, the Net Monthly P&I and the net amount of all
Prepayments, Insurance Proceeds, Liquidation Proceeds, Condemnation Proceeds
and REO Disposition Proceeds for such date or period and all other amounts
required to be remitted by the Servicer to the Trustee for deposit in the Bond
Account in accordance with Section ____ of the Servicing Agreement.

"Remittance Date": The date each month on which funds on deposit in
the Collection Account are remitted by the Servicer to the Trustee for deposit
into the Bond Account, which date shall be with respect to any Payment Date,
the Business Day that is two Business Days prior to such Payment Date,
commencing in ____________ 199__.

"REO Disposition": The final sale by the Servicer of any REO Property
pursuant to the Servicing Agreement.

"REO Disposition Proceeds": All amounts received with respect to an
REO Disposition in accordance with the Servicing Agreement.

"REO Property": A Mortgaged Property acquired by the Servicer on
behalf and in the name of the Trustee through foreclosure, acceptance of a
deed-in-lieu of foreclosure or otherwise in accordance with the Servicing
Agreement and applicable law in connection with the default or imminent default
of a Mortgage Loan.

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"Required Subordination Level": With respect to any Payment Date, the
amount determined according to the following schedule:

Aggregate Stated Balance of
Mortgage Loans with Respect to
such Payment Date Required Subordination Level
----------------- ----------------------------

$____________ and above ____%
$____________ to $____________ ____%
$____________ to $____________ ____%
$____________ to $____________ ____%

"Responsible Officer": With respect to the Trustee, the chairman or
vice-chairman of the board of directors, the chairman or vice-chairman of the
executive committee of the board of directors, the president, any vice
president, any assistant vice president, the secretary, any assistant
secretary, the treasurer, any assistant treasurer, the cashier, any trust
officer or assistant trust officer, the controller, any assistant controller or
any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular corporate trust matter, any other officer to whom such matter
is referred because of his knowledge of and familiarity with the particular
subject.

"Sale": The meaning specified in Section 5.17.

"Scheduled Payment": With respect to any Mortgage Loan and any Due
Date for such Mortgage Loan the amount of the Monthly Payment that would have
been due thereon on such date, without regard to any waiver, modification or
amendment of such Mortgage Loan granted or agreed to by the Servicer or
otherwise resulting in connection with a bankruptcy or similar proceeding
involving the related Mortgagor, and assuming that each prior Scheduled Payment
has been made in a timely manner and notwithstanding that the Mortgaged
Property securing any such Mortgage Loan is acquired by the Servicer through
foreclosure or otherwise.

"Servicer": With respect to any Mortgage Loan, Aames Capital
Corporation, as Servicer under the Servicing Agreement, and its permitted
successors and assigns thereunder, including any successor servicers appointed
pursuant to Section ____ of the Servicing Agreement.

"Servicer Reporting Date": With respect to a Payment Date the [third]
Business Day after the related Determination Date but not later than the
[third] Business Day before such Payment Date.

"Servicing Advance": As defined in Article I of the Servicing
Agreement.

"Servicing Agreement": The servicing agreement dated as of __________
__, 199__ among the Issuer, the Servicer and the Trustee, providing, among
other things, for the servicing of the Mortgage Loans, as such agreement may be
amended or supplemented from time to time

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as permitted hereby and thereby. Such term shall also include any servicing
agreement entered into with a successor servicer.

"Servicing Fee": As defined in Article I of the Servicing Agreement.

"Stated Maturity": With respect to any installment of principal of or
interest on any Bond, the date specified in such Bond as the fixed date on
which such installment is due and payable.

"Stated Maturity Date": With respect to any Mortgage Loan, the month
in which the last payment of principal of such Mortgage Loan shall be due and
payable after taking into account all partial Prepayments received prior to the
date of determination, without regard to any change in or modification of such
terms in connection with a bankruptcy or similar proceeding involving the
related Mortgagor or a modification, waiver or amendment of such Mortgage Loan
granted or agreed to by the Servicer.

"Stated Principal Balance": With respect to each Mortgage Loan
outstanding at the date of determination, the principal balance of such
Mortgage Loan ultimately due and payable by the related Mortgagor and equal to
the Cut-off Date Balance thereof reduced (to not less than zero) by

(i) any Scheduled Payments of such Mortgage Loan actually
received during all prior complete Collection Periods and all other
collections of principal actually received during all prior complete
Prepayment Periods;

(ii) the principal portions of all Scheduled Payments
(other than any Balloon Payment) due but not received, and the
principal portion of any Assumed Scheduled Payment deemed due, during
all prior Collection Periods; and

(iii) the principal portion of any Realized Loss incurred
in respect of such Mortgage Loan during all prior Prepayment Periods;

[provided, however, that solely for purposes of determining the Subordination
Level for any Payment Date or the existence of a Trigger Event with respect to
any Payment Date, each Mortgage Loan that either is delinquent with respect to
any Balloon Payment at the end of the immediately preceding Collection Period
or 60 or more days delinquent with respect to any other Scheduled Payment at
the end of such Collection Period shall be deemed to have a Stated Principal
Balance of one-half of the amount computed above.]

"Subordination Level": With respect to any Payment Date, the result,
expressed as a percentage, obtained by dividing (i) the excess of the Aggregate
Stated Balance of the Mortgage Pool for the related Determination Date over the
Bond Balance (computed after taking into

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account the principal payment to be made on such Payment Date) by (ii) the
Aggregate Stated Balance of the Mortgage Pool for the related Determination
Date.

"Trigger Event": With respect to any Payment Date, the occurrence as
of the related Determination Date of either of the following: (i) ___ or fewer
Mortgage Loans (not counting any Mortgage Loan that is delinquent with respect
to any Balloon Payment or 60 or more days delinquent with respect to any other
Scheduled Payment) remain in the Mortgage Pool or (ii) the Aggregate Stated
Balance of the Mortgage Pool is equal to or less than $___________.

"Trust Estate": All money, instruments and other property subject or
intended to be subject to the lien of this Indenture for the benefit of the
Bondholders as of any particular time (including, without limitation, all
property and interests Granted to the Trustee), including all proceeds thereof.

"Trust Indenture Act" or "TIA": The Trust Indenture Act of 1939 as it
may be amended from time to time.

"Trustee": Bankers Trust Company of California, N.A., a national
banking association, and any Person resulting from or surviving any
consolidation or merger to which it may be a party until a successor Person
shall have become the Trustee pursuant to the applicable provisions of this
Indenture, and thereafter "Trustee" shall mean such successor Person.

"Trustee's Fee": The fee payable to the Trustee on a monthly basis as
provided in Section 6.07 and calculated as an amount equal to
________________________.

"Vice President": With respect to the Trustee, any vice president,
whether or not designated by a number or a word or words added before or after
the title "vice president".

ARTICLE II.
THE BONDS

Section 2.01 Forms Generally.

The Bonds shall be in substantially the form set forth on Exhibit A
attached hereto. Each Bond may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may be
required to comply with the rules of any securities exchange on which the Bonds
may be listed, or as may, consistently herewith, be determined by the officers
executing such Bonds, as evidenced by their execution thereof. Any portion of
the text of any Bond may be set forth on the reverse thereof with an
appropriate reference on the face of the Bond.

The Definitive Bonds may be produced in any manner determined by the
officers executing such Bonds, as evidenced by their execution thereof.

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Section 2.2 Forms of Certificate of Authentication.

The form of the Trustee's certificate of authentication is as follows:

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

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee

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

Section 2.03 General Provisions With Respect to Principal and
Interest Payments.

The Bonds shall be designated generally as the "Asset-Backed Bonds,
Series 199__-__" of the Issuer.

The aggregate principal amount of Bonds that may be authenticated and
delivered under the Indenture is limited to $___________, except for the Bonds
authenticated and delivered upon registration of transfer of, or in exchange
for, or in lieu of, other Bonds pursuant to Sections 2.06, 2.07 or 9.06 of this
Indenture. The Bonds shall consist of one and only one class having an
original principal amount, Bond Interest Rate and Stated Maturity of its final
installment of principal as follows

----------------------------------------------------------------------------------------------
Original Bond Stated Maturity of
Principal Interest Final Installment
Designation Amount Rate of Principal
----------- ------ ---- ------------
----------------------------------------------------------------------------------------------

Series 199__-__ $ % ________________
----------------------------------------------------------------------------------------------

The Bonds shall be issued in the form specified in Section 2.01.

Subject to the provisions of Section 3.01, Section 5.09 and Section
8.02(d), the principal of the Bonds shall be payable in installments ending no
later than the Stated Maturity of the final installment of the principal
thereof unless the unpaid principal of such Bonds become due and payable at an
earlier date by declaration of acceleration or call for redemption or
otherwise.

The aggregate amount of principal of and interest on the Bonds due and
payable on each Payment Date shall be equal to the Debt Service Requirement for
such Payment Date. All payments made with respect to any Bond shall be applied
first to the interest then due and payable on such Bond and then to the
principal thereof. All computations of interest accrued on any Bond shall be
made as if each year consisted of twelve months of 30 days each.

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Interest on the Bonds shall accrue at the Bond Interest Rate during
each Interest Accrual Period on the Current Bond Balance, as of the
Determination Date immediately following such Interest Accrual Period, of each
Outstanding Bond. Interest accrued during an Interest Accrual Period shall be
payable on the next following Payment Date.

All payments of principal of and interest on any Bond shall be made in
the manner specified in Section 2.08.

Notwithstanding any of the foregoing provisions with respect to
payments of principal of and interest on the Bonds, if the Bonds have become or
been declared due and payable following an Event of Default and such
acceleration of maturity and its consequences have not been rescinded and
annulled, then payments of principal of and interest on the Bonds shall be made
in accordance with Section 5.07.

Section 2.04 Denominations.

The Bonds shall be issuable only as registered Bonds in the minimum
denomination of $100,000 and integral multiples of $1,000 in excess thereof.

Section 2.05 Execution, Authentication, Delivery and Dating.

The Bonds shall be executed on behalf of the Issuer by the Chairman,
President or one of the Vice Presidents of the Issuer. The signature of such
officer on the Bonds may be manual or facsimile.

Bonds bearing the manual or facsimile signature of an individual who
was at any time a proper officer of the Issuer shall bind the Issuer,
notwithstanding that such individual has ceased to hold such office prior to
the authentication and delivery of such Bonds or did not hold such office at
the date of such Bonds.

At any time and from time to time after the execution and delivery of
this Indenture, the Issuer may deliver Bonds executed on behalf of the Issuer
to the Trustee for authentication; and the Trustee shall authenticate and
deliver such Bonds as in this Indenture provided and not otherwise.

Each Bond authenticated on the Closing Date shall be dated the Closing
Date. All other Bonds that are authenticated after the Closing Date for any
other purpose hereunder shall be dated the date of their authentication.

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

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be conclusive evidence, and the only evidence, that such Bond has been duly
authenticated and delivered hereunder.

Section 2.06 Registration, Registration of Transfer and Exchange.

The Issuer shall cause to be kept a register (the "Bond Register") in
which, subject to such reasonable regulations as it may prescribe, the Issuer
shall provide for the registration of Bonds and the registration of transfers
of Bonds. The Trustee is hereby initially appointed "Bond Registrar" for the
purpose of registering Bonds and transfers of Bonds as herein provided. Upon
any resignation of any Bond Registrar appointed by the Issuer, the Issuer shall
promptly appoint a successor or, in the absence of such appointment, shall
assume the duties of Bond Registrar.

At any time the Trustee is not also the Bond Registrar, the Trustee
shall be a co-Bond Registrar. The Issuer shall cause each co-Bond Registrar to
furnish the Bond Registrar promptly after each authentication of a Bond by it
appropriate information with respect thereto for entry by the Bond Registrar
into the Bond Register. If the Trustee shall at any time not be authorized to
keep and maintain the Bond Register, the Trustee shall have the right to
inspect such Bond Register at all reasonable times and to rely conclusively
upon a certificate of the Person in charge of the Bond Register as to the names
and addresses of the Holders of the Bonds and the principal amounts and numbers
of such Bonds as held.

Upon surrender for registration of transfer of any Bond at the office
or agency of the Issuer to be maintained as provided in Section 3.02, the
Issuer shall execute, and the Trustee shall authenticate and deliver, in the
name of the designated transferee or transferees, one or more new Bonds of any
authorized denominations and of a like aggregate principal amount.

At the option of the Holder, Bonds may be exchanged for other Bonds of
any authorized denominations, and of a like aggregate initial principal amount,
upon surrender of the Bonds to be exchanged at such office or agency. Whenever
any Bonds are so surrendered for exchange, the Issuer shall execute, and the
Trustee shall authenticate and deliver, the Bonds that the Bondholder making
the exchange is entitled to receive.

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

Every Bond presented or surrendered for registration of transfer or
exchange shall be duly endorsed, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by the Holder
thereof or his attorney duly authorized in writing.

No service charge shall be made for any registration of transfer or
exchange of Bonds, but the Issuer may require payment of a sum sufficient to
cover any tax or other governmental charge

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as may be imposed in connection with any registration of transfer or exchange
of Bonds, other than exchanges pursuant to Section 2.07 not involving any
transfer.

Section 2.07 Mutilated, Destroyed, Lost or Stolen Bonds.

If (1) any mutilated Bond is surrendered to the Trustee or the Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Bond, and (2) there is delivered to the Trustee such security or indemnity as
may be required by the Trustee to save each of the Issuer and the Trustee
harmless, then, in the absence of notice to the Issuer or the Trustee that such
Bond has been acquired by a bona fide purchaser, the Issuer shall execute and
upon its request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Bond, a new Bond or
Bonds of the same tenor and aggregate initial principal amount bearing a number
not contemporaneously outstanding. If, after the delivery of such new Bond, a
bona fide purchaser of the original Bond in lieu of which such new Bond was
issued presents for payment such original Bond, the Issuer and the Trustee
shall be entitled to recover such new Bond from the person to whom it was
delivered or any person taking therefrom, 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 expenses incurred by the Issuer or
the Trustee in connection therewith. If any such mutilated, destroyed, lost or
stolen Bond shall have become or shall be about to become due and payable, or
shall have become subject to redemption in full, instead of issuing a new Bond,
the Issuer may pay such Bond without surrender thereof, except that any
mutilated Bond shall be surrendered.

Upon the issuance of any new Bond under this Section, the Issuer or
the Bond Registrar may require the payment 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 Trustee or
the Bond Registrar) connected therewith.

Every new Bond issued pursuant to this Section in lieu of any
destroyed, lost or stolen Bond shall constitute an original additional
contractual obligation of the Issuer, whether or not the destroyed, lost or
stolen Bond 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 Bonds 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 Bonds.

Section 2.08 Payments of Principal and Interest.

(a) Payments on Bonds issued as Book Entry Bonds will be
made by or on behalf of the Trustee to the Clearing Agency or its
nominee. Any installment of interest or principal payable on any
Definitive Bonds that is punctually paid or duly provided for

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by the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Bond (or one or more Predecessor Bonds) is
registered at the close of business on the Record Date for such Payment
Date by either (i) check mailed to such Person's address as it appears
in the Bond Register on such Record Date, or (ii) by wire transfer of
immediately available funds to the account of a Bondholder, if such
Bondholder (A) is the registered holder of Definitive Bonds having an
initial principal amount of at least $1,000,000 and (B) has provided
the Trustee with wiring instructions in writing by five days prior to
the related Record Date or has provided the Trustee with such
instructions for any previous Payment Date, except for the final
installment of principal payable with respect to such Bond (or the
Redemption Price for any Bond called for redemption, if such redemption
will result in payment of the then entire unpaid principal amount of
such Bond), which shall be payable as provided in subsection (b) below
of this Section 2.08. A fee may be charged by the Trustee to a
Bondholder of Definitive Bonds for any payment made by wire transfer.
Any installment of interest or principal not punctually paid or duly
provided for shall be payable as soon as funds are available to the
Trustee for payment thereof, or if Section 5.07 applies, pursuant to
Section 5.07.

(b) All reductions in the principal amount of a Bond (or
one or more Predecessor Bonds) effected by payments of installments of
principal made on any Payment Date shall be binding upon all Holders
of such Bond and of any Bond issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof, whether or not
such payment is noted on such Bond. The final installment of
principal of each Bond (including the Redemption Price of any Bond
called for optional redemption, if such optional redemption will
result in payment of the entire unpaid principal amount of such Bond)
shall be payable only upon presentation and surrender thereof on or
after the Payment Date therefor at the Trustee's presenting office in
[the Borough of Manhattan, the City of New York, State of New York],
pursuant to Section 3.02.

Whenever the Trustee expects that the entire remaining unpaid
principal amount of any Bond will become due and payable on the next
Payment Date other than pursuant to a redemption pursuant to Section
10.02, it shall, no later than two days prior to such Payment Date,
telecopy or hand deliver to each Person in whose name a Bond to be so
retired is registered at the close of business on such otherwise
applicable Record Date a notice to the effect that:

(i) the Trustee expects that funds sufficient to
pay such final installment will be available in the Bond
Account on such Payment Date; and

(ii) if such funds are available, (A) such final
installment will be payable on such Payment Date, but only
upon presentation and surrender of such Bond at the office or
agency of the Trustee maintained for such purpose pursuant to
Section 3.02 (the address of which shall be set forth in such
notice) and (B) no interest shall accrue on such Bond after
such Payment Date.

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Notices in connection with redemptions of Bonds shall be
mailed to Bondholders in accordance with Section 10.02.

(c) Subject to the foregoing provisions of this Section,
each Bond delivered under this Indenture upon registration of transfer
of or in exchange for or in lieu of any other Bond shall carry the
rights to unpaid principal and interest that were carried by such
other Bond. Any checks mailed pursuant to subsection (a) of this
Section 2.08 and returned undelivered shall be held in accordance with
Section 3.03.

(d) Not later than each Payment Date, the Trustee shall
prepare and deliver to the Issuer a statement (a "Payment Date
Statement") with respect to such Payment Date setting forth:

(i) the amount of interest paid to Bondholders on
such Payment Date;

(ii) the amount of principal paid to Bondholders
on such Payment Date and the Bond Balance after giving effect
to such payment;

(iii) the amount of Servicing Fees and other
servicing compensation and such other customary information as
the Trustee deems necessary or desirable, or that a Bondholder
reasonably requests, in respect of servicing expense;

(iv) the amount of Monthly Advances to be made by
the Servicer or the Trustee;

(v) the amount, if any, of Monthly Advances
reimbursable to the Servicer or the Trustee, as applicable,
and not previously reimbursed;

(vi) the Aggregate Stated Balance of the Mortgage
Loans as of the related Determination Date;

(vii) the aggregate amount of Prepayments made on
the Mortgage Loans during the related Prepayment Period;

(viii) the aggregate of any Insurance Proceeds,
Liquidation Proceeds, Condemnation Proceeds and REO
Disposition Proceeds received in respect of any Mortgage Loan
during the related Prepayment Period; and

(ix) the Subordination Level and the current
Required Subordination Level remaining in the Mortgage Pool,
in each case, at the close of business on such Payment Date.

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In the case of information furnished pursuant to subclauses
(i) and (ii) above, the amounts will be expressed as a dollar amount
per $1,000 denomination of Bonds.

Each Payment Date Statement will be delivered by the Trustee
only in the event it receives the related Servicer report required
under Section ___ of the Servicing Agreement on or prior to the
Servicer Reporting Date. Each Payment Date Statement shall be
delivered by the Trustee to the Issuer and the Rating Agency and shall
also be delivered to each Bondholder as the statement required
pursuant to Section 8.05. The Trustee shall have no responsibility to
recalculate, verify or recompute information contained in any such
Servicer's report.

Within a reasonable period of time after the end of each
calendar year, the Trustee will be required to furnish to each person
who at any time during the calendar year was a Bondholder a statement
containing the information set forth in subclauses (i) and (ii) above,
aggregated for such calendar year or the applicable portion thereof
during which such person was a Bondholder. Such obligation will be
deemed to have been satisfied to the extent that substantially
comparable information is provided pursuant to any requirements of the
Code as are from time to time in force.

Section 2.09 Persons Deemed Owners.

Prior to due presentment for registration of transfer of any Bond, the
Issuer, the Trustee, any Agent and any other agent of the Issuer or the Trustee
may treat the Person in whose name any Bond is registered as the owner of such
Bond (a) on the applicable Record Date for the purpose of receiving payments of
the principal of and interest on such Bond and (b) on any other date for all
other purposes whatsoever, and neither the Issuer, the Trustee, any Agent nor
any other agent of the Issuer or the Trustee shall be affected by notice to the
contrary.

Section 2.10 Cancellation.

All Bonds surrendered for payment, registration of transfer, exchange
or redemption shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly canceled by it. The Issuer may
at any time deliver to the Trustee for cancellation any Bond previously
authenticated and delivered hereunder which the Issuer may have acquired in any
manner whatsoever, and all Bonds so delivered shall be promptly canceled by the
Trustee. No Bonds shall be authenticated in lieu of or in exchange for any
Bonds canceled as provided in this Section, except as expressly permitted by
this Indenture. All canceled Bonds held by the Trustee shall be held by the
Trustee in accordance with its standard retention policy, unless the Issuer
shall direct by an Issuer Order that they be destroyed or returned to it.

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Section 2.11 Authentication and Delivery of Bonds.

The Bonds may be executed by the Issuer and delivered to the Trustee
for authentication, and thereupon the same shall be authenticated and delivered
by the Trustee, upon Issuer Request and upon receipt by the Trustee of the
following:

(a) an Issuer Order authorizing the execution,
authentication and delivery of the Bonds and specifying the Stated
Maturity of the final installment of principal, the principal amount
and the Bond Interest Rate of such Bonds to be authenticated and
delivered;

(b) an Issuer Order authorizing the execution and
delivery of this Indenture; and

(c) one or more Opinions of Counsel addressed to the
Trustee, complying with the requirements of Section 11.01, reasonably
satisfactory in form and substance to the Trustee and the Rating
Agency.

In rendering the opinions set forth above, such counsel may
rely upon officer's certificates of the Issuer, the Servicer and the
Trustee, without independent confirmation or verification with respect
to factual matters relevant to such opinions. In rendering the
opinions set forth above, such counsel need express no opinion as to
(A) the existence of, or the priority of the security interest created
by the Indenture against, any liens or other interests that arise by
operation of law and that do not require any filing or similar action
in order to take priority over a perfected security interest or (8)
the priority of the security interest created by this Indenture with
respect to any claim or lien in favor of the United States or any
agency or instrumentality thereof (including federal tax liens and
liens arising under Title IV of the Employee Retirement Income
Security Act of 1974).

The acceptability to the Rating Agency of the Opinion of
Counsel delivered to the Trustee at the Closing Date shall be
conclusively evidenced by the delivery at the Closing of such Rating
Agency's rating letter.

(d) an Officers' Certificate complying with the
requirements of Section 11.01 and stating that:

(i) the Issuer is not in Default under this
Indenture and the issuance of the Bonds will not result in any
breach of any of the terms, conditions or provisions of, or
constitute a default under, the Issuer's Certificate of
Incorporation or bylaws or 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

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subject, and that all conditions precedent provided in this
Indenture relating to the authentication and delivery of the
Bonds have been complied with;

(ii) the Issuer is the owner of each Mortgage
Loan, free and clear of any lien, security interest or charge,
has not assigned any interest or participation in any such
Mortgage Loan (or, if any such interest or participation has
been assigned, it has been released) and has the right to
Grant each such Mortgage Loan to the Trustee:

(iii) the information set forth in the Mortgage
Loan Schedule attached as Schedule A to this Indenture is
correct;

(iv) the Issuer has Granted to the Trustee all of
its right, title and interest in each Mortgage Loan;

(v) as of the Closing Date, no lien in favor of
the United States described in Section 6321 of the Code, or
lien in favor of the Pension Benefit Guaranty Corporation
described in Section 4068(a) of the Employee Retirement Income
Security Act of 1974, as amended, has been filed as described
in subsections 6323(f) and 6323(g) of the Code upon any
property belonging to the Issuer; and

(vi) attached thereto is a true and correct copy
of a letter signed by the Rating Agency confirming that the
Bonds have been rated ["___"] by such Rating Agency.

(e) An executed counterpart of the Servicing Agreement.

Section 2.12 Book Entry Bonds.

The Bonds will be issued initially as one or more certificates in the
name of the Cede & Co., as nominee for the Clearing Agency maintaining book
entry records with respect to ownership and transfer of such Bonds, and
registration of the Bonds may not be transferred by the Trustee or Bond
Registrar except upon Book Entry Termination. In such case, the Trustee shall
deal with the Clearing Agency and Clearing Agency Participants as
representatives of the Bond Owners of such Bonds for purposes of exercising the
rights of Bondholders hereunder. Each payment of principal of and interest on a
Book Entry Bond shall be paid to the Clearing Agency, which shall credit the
amount of such payments to the accounts of its Clearing Agency Participants in
accordance with its normal procedures. Each Clearing Agency Participant shall
be responsible for disbursing such payments to the Bond Owners of the Book
Entry Bonds that it represents and to each indirect participating brokerage
firm (a "brokerage firm" or "indirect participating firm") for which it acts as
agent. Each brokerage firm shall be responsible for disbursing funds to the
Bond Owners of the Book Entry Bonds that it represents. All such

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credits and disbursements are to be made by the Clearing Agency and the
Clearing Agency Participants in accordance with the provisions of the Bonds.
None of the Trustee, the Bond Registrar, if any, the Issuer, or any Agents
shall have any responsibility therefor except as otherwise provided by
applicable law. Requests and directions from, and votes of, such
representatives shall not be deemed to be inconsistent if they are made with
respect to different Bond Owners.

Section 2.13 Termination of Book Entry System.

(a) The book entry system through the Clearing Agency
with respect to the Book Entry Bonds may be terminated upon the
happening of any of the following:

(i) The Clearing Agency or the Issuer advises the
Trustee that the Clearing Agency is no longer willing or able
to properly discharge its responsibilities under the Letter
Agreement and the Issuer is unable to locate a qualified
successor clearing agency satisfactory to the Trustee and the
Issuer;

(ii) The Issuer, in its sole discretion but with
the consent of the Trustee, elects to terminate the book entry
system by notice to the Clearing Agency and the Trustee; or

(iii) After the occurrence of an Event of Default
(at which time the Trustee shall use all reasonable efforts to
promptly notify each Bond Owner through the Clearing Agency of
such Event of Default) when such notice shall be given
pursuant to Section 6.02, the Bond Owners of a majority in
Bond Balance of the Book Entry Bonds advise the Trustee in
writing, through the related Clearing Agency Participants and
the Clearing Agency, that the continuation of a book entry
system through the Clearing Agency to the exclusion of any
Definitive Bonds being issued to any person other than the
Clearing Agency or its nominee is no longer in the best
interests of the Bond Owners.

(b) Upon the occurrence of any event described in
subsection (a) above, the Trustee shall use all reasonable efforts to
notify all Bond Owners, through the Clearing Agency, of the occurrence
of such event and of the availability of Definitive Bonds to Bond
Owners requesting the same, in an aggregate Current Bond Balance
representing the interest of each, making such adjustments and
allowances as it may find necessary or appropriate as to accrued
interest and previous calls for redemption. Definitive Bonds shall be
issued only upon surrender to the Trustee of the global Bond by the
Clearing Agency, accompanied by registration instructions for the
Definitive Bonds. Neither the Issuer nor the 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 issuance of the Definitive Bonds, all references herein to
obligations imposed upon or to

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be performed by the Clearing Agency shall cease to be applicable and
the provisions relating to Definitive Bonds shall be applicable.

ARTICLE III.
COVENANTS

Section 3.01 Payment of Bonds.

The Issuer will pay or cause to be duly and punctually paid the
principal of, and interest on, the Bonds in accordance with the terms of the
Bonds and this Indenture. The Bonds shall be non-recourse obligations of the
Issuer and shall be limited in right of payment to amounts available from the
Trust Estate as provided in this Indenture and the Issuer shall not otherwise
be liable for payments on the Bonds. No person shall be personally liable for
any amounts payable under the Bonds. If any other provision of this Indenture
conflicts or is deemed to conflict with the provisions of this Section 3.01,
the provisions of this Section 3.01 shall control.

Section 3.02 Maintenance of Office or Agency.

The Issuer will cause the Trustee to maintain its corporate trust
office as a location where Bonds may be surrendered for registration of
transfer or exchange, and where notices and demands to or upon the Issuer in
respect of the Bonds and this Indenture may be served. [In addition, the
Trustee has appointed _________________________________________ as the
presenting agent for such purpose and for the purpose of presentment or
surrender for payment of the Bonds and such agency shall be maintained at the
Trustee's expense.]

The Issuer may also from time to time at its own expense designate one
or more other offices or agencies (in or outside the City of New York) where
the Bonds may be presented or surrendered for any or all such purposes and may
from time to time rescind such designations; provided, however, that (i) no
such designation or rescission shall in any manner relieve the Issuer of its
obligation to maintain an office or agency in the Borough of Manhattan, the
City of New York, the State of New York, for the purposes set forth in the
preceding paragraph, (ii) presentations or surrenders of Bonds for payment may
be made only in the City of New York, the State of New York and (iii) any
designation of an office or agency for payment of Bonds shall be subject to
Section 3.03. The Issuer will give prompt written notice to the Trustee of any
such designation or rescission and of any change in the location of any such
other office or agency.

Section 3.03 Money for Bond Payments to Be Held in Trust.

All payments of amounts due and payable with respect to any Bonds that
are to be made from amounts withdrawn from the Bond Account pursuant to Section
8.02(c) or Section 5.07 shall be made on behalf of the Issuer by the Trustee or
by a Paying Agent, and no amounts so

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withdrawn from the Bond Account for payments of Bonds shall be paid over to the
Issuer under any circumstances except as provided in this Section 3.03 or in
Section 5.07.

If the Issuer shall have a Paying Agent that is not also the Bond
Registrar, it shall furnish, or cause the Bond Registrar to furnish, no later
than the fifth calendar day after each Record Date, a list, in such form as
such Paying Agent may reasonably require, of the names and addresses of the
Holders of Bonds and of the number of Individual Bonds held by each such
Holder.

Whenever the Issuer shall have a Paying Agent other than the Trustee,
it will, on or before the Business Day next preceding each Payment Date direct
the Trustee to deposit with such Paying Agent an aggregate sum sufficient to
pay the amounts then becoming due (to the extent funds are then available for
such purpose in the Bond Account), such sum to be held in trust for the benefit
of the Persons entitled thereto. Any moneys deposited with a Paying Agent in
excess of an amount sufficient to pay the amounts then becoming due on the
Bonds with respect to which such deposit was made shall, upon Issuer Order, be
paid over by such Paying Agent to the Trustee for application in accordance
with Article VIII.

Any Paying Agent other than the Trustee shall be appointed by Issuer
Order and at the expense of the Issuer. The Issuer shall not appoint any
Paying Agent (other than the Trustee) that is not, at the time of such
appointment, a depository institution or trust company whose obligations would
be Eligible Investments pursuant to clause (ii) of the definition of the term
"Eligible Investments". The Issuer will cause each Paying Agent other than the
Trustee to execute and deliver to the Trustee an instrument in which such
Paying Agent shall agree with the Trustee (and if the Trustee acts as Paying
Agent, it hereby so agrees), subject to the provisions of this Section, that
such Paying Agent will:

(1) allocate all sums received for payment to the Holders
of Bonds on each Payment Date among such Holders in the proportion
specified in the applicable Payment Date Statement, in each case to
the extent permitted by applicable law;

(2) hold all sums held by it for the payment of amounts
due with respect to the Bonds 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;

(3) if such Paying Agent is not the Trustee, immediately
resign as a Paying Agent and forthwith pay to the Trustee all sums
held by it in trust for the payment of the Bonds if at any time it
ceases to meet the standards set forth above required to be met by a
Paying Agent at the time of its appointment;

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(4) if such Paying Agent is not the Trustee, give the
Trustee notice of any Default by the Issuer (or any other obligor upon
the Bonds) in the making of any payment required to be made with
respect to any Bonds for which it is acting as Paying Agent;

(5) if such Paying Agent is not the Trustee, at any time
during the continuance of any such Default, upon the written request
of the Trustee, forthwith pay to the Trustee all sums so held in trust
by such Paying Agent; and

(6) comply with all requirements of the Code, and all
regulations thereunder, with respect to the withholding taxes from any
payments made by it on any Bonds 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 any of the Bonds, the Issuer has
provided the calculations pertaining thereto to the Trustee.

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

Any money held by the Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Bond and remaining unclaimed for
two and one-half years after such amount has become due and payable to the
Holder of such Bond (or if earlier, three months before the date on which such
amount would escheat to a governmental entity under applicable law) shall be
discharged from such trust and paid to the Issuer; and the Holder of such Bond
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 Trustee or such Paying Agent with respect to such
trust money shall thereupon cease. The Trustee may adopt and employ, at the
expense of the Issuer, any reasonable means of notification of such repayment
(including, but not limited to, mailing notice of such repayment to Holders
whose Bonds 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 Trustee or any Agent, at the last address
of record for each such Holder).

Section 3.04 Existence of Issuer.

(a) Subject to Sections 3.04(b) and (c), the Issuer will
keep in full effect its existence, rights and franchises as a
corporation under the laws of the State of Delaware or under the laws
of any other state or the United States of America, and will obtain
and preserve its qualification to do business as a foreign corporation
in each jurisdiction in

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which such qualification is or shall be necessary to protect the
validity and enforceability of this Indenture or the Bonds.

(b) Subject to Section 3.09(vii), any corporation into
which the Issuer may be merged or with which it may be consolidated,
or any corporation resulting from any merger or consolidation to which
the Issuer shall be a party, shall be the successor Issuer 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, anything in
any agreement relating to such merger or consolidation, by which any
such Issuer may seek to retain certain powers, rights and privileges
therefore obtaining for any period of time following such merger or
consolidation to the contrary notwithstanding (other than Section
3.09(vii)).

(c) Upon any consolidation or merger of or other
succession to the Issuer in accordance with this Section 3.04, the
Person formed by or surviving such consolidation or merger (if other
than the Issuer) may exercise every right and power of, the Issuer
under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

Section 3.05 Protection of Trust Estate.

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

(i) Grant more effectively all or any portion of
the Trust Estate;

(ii) maintain or preserve the lien 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 of the Mortgage Files; or

(v) preserve and defend title to the Trust Estate
and the rights of the Trustee, and of the Bondholders, in the
Mortgage Loans and the other property held as part of the
Trust Estate against the claims of all Persons and parties.

The Issuer hereby designates the Trustee its agent and
attorney-in-fact to execute any financing statement, continuation
statement or other instrument required pursuant to this Section 3.05;
provided, however, that such designation shall not be deemed to create
a duty in the Trustee to monitor the compliance of the Issuer with the
foregoing

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covenants; and provided further, however, that the duty of the Trustee
to execute any instrument required pursuant to this Section 3.05 shall
arise only if the Trustee has knowledge pursuant to Section 6.01(d) of
the occurrence of a failure of the Issuer to comply with the
provisions of this Section 3.05.

(b) The Trustee shall not remove any portion of the Trust
Estate that consists of money or is evidenced by an instrument,
certificate or other writing from the jurisdiction in which it was
held at the date of the most recent Opinion of Counsel delivered
pursuant to Section 3.06 (or from the jurisdiction in which it was
held, or to which it is intended to be removed, as described in the
Opinion of Counsel delivered at the Closing Date pursuant to Section
2.11(c), if no Opinion of Counsel has yet been delivered pursuant to
Section 3.06) or cause or permit ownership or the pledge of any
portion of the Trust Estate that consists of book-entry securities to
be recorded on the books of a Person located in a different
jurisdiction from the jurisdiction in which such ownership or pledge
was recorded at such time unless the Trustee shall have first received
an Opinion of Independent Counsel to the effect that the lien and
security interest created by this Indenture with respect to such
property will continue to be maintained after giving effect to such
action or actions.

Section 3.06 Opinions as to Trust Estate.

On or before ___________ in each calendar year, beginning with the
first calendar year commencing after the Closing Date, the Issuer shall furnish
to the Trustee an Opinion of Independent Counsel reasonably satisfactory in
form and substance to the Trustee either stating that, in the opinion of such
counsel, such action has been taken 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
Independent Counsel shall also describe all such action, if any, that will, in
the opinion of such counsel, be required to be taken to maintain the lien and
security interest of this Indenture with respect to the Trust Estate until
____________ in the following calendar year.

Section 3.07 Performance of Obligations; Servicing Agreement.

(a) The Issuer shall 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 covenants or obligations
under any of the Mortgage Files or under any instrument included in
the Trust Estate, or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the Mortgage Files, except as
expressly provided as permitted in this Indenture, the Servicing
Agreement or such document included in the Mortgage File or other
instrument or unless such action will not adversely affect the
interests of the Holders of the Bonds.

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(b) The Issuer shall monitor the performance of the
Servicer under the Servicing Agreement, and shall use its Best Efforts
to cause the Servicer duly and punctually to perform all of its duties
and obligations thereunder. Upon the occurrence of an event of default
of which an Authorized Officer has actual knowledge under the
Servicing Agreement, the Issuer shall promptly notify the Trustee
thereof, and shall specify in such notice the action the Issuer is
taking in respect of such event of default.

(c) Upon any termination of the Servicer's rights and
powers pursuant to the Servicing Agreement, the rights and powers of
the Servicer with respect to the Mortgage Loans shall vest in the
Trustee, and the Trustee shall be the successor in all respects to the
Servicer in its capacity as Servicer with respect to such Mortgage
Loans under the Servicing Agreement, until the Trustee shall have
appointed, with the consent of the Issuer and the Rating Agency, a new
servicer to serve as successor to the Servicer under the Servicing
Agreement. Upon appointment of a successor Servicer, the Trustee, the
Issuer and such Servicer shall enter into a Servicing Agreement in a
form substantially similar to the Servicing Agreement. In connection
with any such appointment, the Trustee may make such arrangements for
the compensation of such successor as it and such successor shall
agree, but in no event shall such compensation of the successor
Servicer (including the Trustee) be in excess of that payable to the
original Servicer under the Servicing Agreement without the consent of
the Rating Agency.

(d) Upon any termination of the Servicer's rights and
powers pursuant to the Servicing Agreement, the Trustee shall promptly
notify the Rating Agency. As soon as any successor Servicer is
appointed, the Trustee shall notify the Rating Agency, specifying in
such notice the name and address of such successor Servicer.

Section 3.08 Investment Company Act.

The Issuer shall at all times conduct its operations so as not to be
subject to, or shall comply with, the requirements of the Investment Company
Act of 1940, as amended (or any successor statute), and the rules and
regulations thereunder.

Section 3.09 Negative Covenants.

The Issuer shall not:

(i) sell, transfer, exchange or otherwise dispose of any
portion of the Trust Estate except as expressly permitted by this
Indenture or the Servicing Agreement;

(ii) claim any credit on, or make any deduction from, the
principal of, or interest on, any of the Bonds by reason of the
payment of any taxes levied or assessed upon any portion of the Trust
Estate;

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(iii) engage in any business or activity other than in
connection with, or relating to, the issuance of the Bonds pursuant to
this Indenture or amend Articles THIRD, SIXTH, SEVENTH or NINTH of the
Issuer's Certificate of Incorporation, as in effect on the Closing
Date without, in each case, the written consent of the majority of the
Holders of the Bonds (with respect to the Bond Balance of the Bonds
then Outstanding);

(iv) issue bonds under any other indenture unless such
bonds are non-recourse obligations of the Issuer;

(v) incur, assume, guaranty or agree to indemnify any
Person with respect to any indebtedness of any Person, except for such
indebtedness as may be incurred by the Issuer in connection with the
issuance of the Bonds pursuant to this Indenture or as permitted under
clause (iv) above or indebtedness that, if consisting of indebtedness
other than Bonds or indebtedness permitted under clause (iv) above,
(a) shall either be (1) subordinate to the Bonds or (2) secured by
collateral other than the Trust Estate and to which the creditor with
respect to such indebtedness has recourse only to such collateral and
not to any other assets of the Issuer and (b) shall provide that the
holder thereof may not file a petition in any bankruptcy or insolvency
proceeding with respect to the Issuer until not less than 91 days
after payment in full of all Outstanding Bonds issued pursuant to this
Indenture;

(vi) incur any indebtedness, other than the Bonds, for
which the timing or amount of the payments on such indebtedness are in
part determined by the timing or amount of payments or projected
payments on assets in the Trust Estate or that would cause the Issuer
or the Trust Estate to be treated as a "taxable mortgage pool" within
the meaning of Code Section 7701(i).

(vii) dissolve or liquidate in whole or in part;

(viii) merge or consolidate with any entity except as
provided Article SEVENTH of the Issuer's Certificate of Incorporation,
any such merger or consolidation with an Affiliate of the Issuer to be
subject to the following conditions:

(1) the surviving or resulting corporation (if
other than the Issuer) shall expressly assume by an indenture
supplemental hereto all of the Issuer's obligations hereunder;

(2) the consummation of such merger or
consolidation shall not result in the lowering of any rating
of the Outstanding Bonds by the Rating Agency;

(3) immediately after consummation of the merger
or consolidation no Default shall exist with respect to the
Bonds; and

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(4) the Issuer shall have delivered to the
Trustee an Officers' Certificate and an Opinion of Independent
Counsel each stating that such merger or consolidation and
such supplemental indenture comply with this Article and that
all conditions precedent provided for relating to this
transaction have been complied with; or

(ix) (1) permit the validity or effectiveness of this
Indenture or any Grant 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 under this Indenture, except as may be expressly permitted
hereby, (2) permit any lien, charge, security interest, mortgage or
other encumbrance (other than the lien of this Indenture or any
Permitted Encumbrance) to be created on or extend to or otherwise
arise upon or burden the Trust Estate or any part thereof or any
interest therein or the proceeds thereof, or (3) permit the lien of
this Indenture not to constitute a valid perfected first priority
security interest in the Trust Estate.

Section 3.10 Annual Statement as to Compliance.

On or before 120 days after the end of the first fiscal year of the
Issuer that ends more than three months after the Closing Date, and each fiscal
year thereafter, the Issuer shall deliver to the Trustee a written statement,
signed by an Authorized Officer, stating that:

(1) a review of the fulfillment by the Issuer during such
year of its obligations under this Indenture has been made under such
officer's supervision; and

(2) to the best of such 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 the fulfillment of any such covenant or condition,
specifying each such Default known to such officer and the nature and
status thereof.

Section 3.11 Recording of Assignments.

Not later than 90 days after the Closing Date, at the Issuer's expense
the Trustee will cause the Assignments of the Mortgage Loans securing the Bonds
to be duly recorded in the public records in which the related Mortgage shall
have been recorded unless the Issuer provides the Trustee with an Opinion of
Counsel to the effect that such recording is not necessary to protect the
interests of the Trustee and the Bondholders in the related Mortgage Loan.

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ARTICLE IV.
SATISFACTION AND DISCHARGE

Section 4.01 Satisfaction and Discharge of Indenture.

Whenever the following conditions shall have been satisfied:

(1) either

(A) all Bonds theretofore authenticated and
delivered (other than (i) Bonds that have been destroyed, lost
or stolen and that have been replaced or paid as provided in
Section 2.07, and (ii) Bonds for whose payment money has
theretofore been deposited in trust and thereafter repaid to
the Issuer, as provided in Section 3.03) have been delivered
to the Trustee for cancellation; or

(B) all Bonds not theretofore delivered to the
Trustee for cancellation

(i) have become due and payable, or

(ii) will become due and payable at the
Stated Maturity of the final installment of the
principal thereof within one year, or

(iii) are to be called for redemption
within one year under irrevocable arrangements
satisfactory to the Trustee for the giving of notice
of redemption by the Trustee in the name, and at the
expense, of the Issuer,

and the Issuer, in the case of clauses (B)(i), (B)(ii) or
(B)(iii) above, has deposited or caused to be deposited with
the Trustee, in trust for such purpose, an amount sufficient
to pay and discharge the entire indebtedness on such Bonds not
theretofore delivered to the Trustee for cancellation, for
principal and interest to the Stated Maturity of their entire
unpaid principal amount or to the applicable Optional
Redemption Date, as the case may be, and in the case of Bonds
that were not paid at the Stated Maturity of their entire
unpaid principal amount, for all overdue principal and all
interest payable on such Bonds to the next succeeding Payment
Date therefor;

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

(3) the Issuer has delivered to the Trustee an Officers'
Certificate and an Opinion of Independent Counsel satisfactory in form
and substance to the Trustee each

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stating that all conditions precedent herein providing for the
satisfaction and discharge of this Indenture have been complied with;

then, upon Issuer Request, this Indenture and the lien, rights and interests
created hereby and thereby shall cease to be of further effect, and the Trustee
and each co-trustee and separate trustee, if any, then acting as such hereunder
shall, at the expense of the Issuer, execute and deliver all such instruments
as may be necessary to acknowledge the satisfaction and discharge of this
Indenture and shall pay, or assign or transfer and deliver, to the Issuer or
upon Issuer Order all cash, securities and other property held by it as part of
the Trust Estate remaining after satisfaction of the conditions set forth in
clauses (1) and (2) above.

Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Issuer to the Trustee under Section 6.07, the obligations of
the Trustee to the Issuer and the Holders of Bonds under Section 3.03, the
obligations of the Trustee to the Holders of Bonds under Section 4.02 and the
provisions of Section 2.07 with respect to lost, stolen, destroyed or mutilated
Bonds, registration of transfers of Bonds and rights to receive payments of
principal of and interest on the Bonds shall survive.

Section 4.02 Application of Trust Money.

All money deposited with the Trustee pursuant to Sections 3.03 and
4.01 shall be held in trust and applied by it, in accordance with the
provisions of the Bonds and this Indenture, to the payment, either directly or
through any Paying Agent, as the Trustee may determine, to the Persons entitled
thereto, of the principal and interest for whose payment such money has been
deposited with the Trustee.

ARTICLE V.
DEFAULTS AND REMEDIES

Section 5.01 Event of Default.

"Event of Default", wherever used herein, means, with respect to Bonds
issued hereunder, 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):

(1) if the Issuer shall

(A) default in the payment when and as due of any
installment of principal of or interest on any Bond or a
failure to pay the Bonds in full on or before the Payment Date
in ________________; or

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(B) default in the payment of the Redemption
Price of any Bond that has been called for optional redemption
pursuant to Article X; and

(C) except in the case of any such default in the
payment of principal, such default or failure shall continue
for a period of two days;

(2) if the Issuer shall breach or default in the due
observance of any one or more of the covenants set forth in clauses
(i) through (ix) of Section 3.09;

(3) if the Issuer shall breach, or default in the due
observance or performance of, any other of its covenants in this
Indenture, and such Default shall continue for a period of 30 days
after there shall have been given, by registered or certified mail, to
the Issuer by the Trustee, or to the Issuer and the Trustee by the
Holders of Bonds representing at least 25% of the Bond Balance of the
Outstanding Bonds, a written notice specifying such Default and
requiring it to be remedied and stating that such notice is a "Notice
of Default" hereunder;

(4) if any representation or warranty of the Issuer made
in this Indenture or any certificate or other writing delivered
pursuant hereto or in connection herewith shall prove to be incorrect
in any material respect as of the time when the same shall have been
made and, within 30 days after there shall have been given, by
registered or certified mail, written notice thereof to the Issuer by
the Trustee, or to the Issuer and the Trustee by the Holders of Bonds
representing at least 25% of the Bond Balance of the Outstanding
Bonds, the circumstance or condition in respect of which such
representation or warranty was incorrect shall not have been
eliminated or otherwise cured;

(5) the entry of a decree or order for relief by a court
having jurisdiction in respect of the Issuer in an involuntary case
under the federal bankruptcy laws, as now or hereafter in effect, or
any other present or future federal or state bankruptcy, insolvency or
similar law, or appointing a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or of
any substantial part of its property, or ordering the winding up or
liquidation of the affairs of the Issuer and the continuance of any
such decree or order unstayed and in effect for a period of 60
consecutive days; or

(6) the commencement by the Issuer of a voluntary case
under the federal bankruptcy laws, as now or hereafter in effect, or
any other present or future federal or state bankruptcy, insolvency or
similar law, or the consent by the Issuer to the appointment of or
taking possession by a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official of the Issuer or of
any substantial part of its property or the making by the Issuer of an
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
corporate action by the Issuer in furtherance of any of the foregoing.

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Section 5.02 Acceleration of Maturity; Rescission and Annulment.

If an Event of Default occurs and is continuing, then and in every
such case the Trustee or the Holders of Bonds representing not less than 25% of
the Bond Balance of the Outstanding Bonds may declare all the Bonds to be
immediately due and payable by a notice in writing to the Issuer (and to the
Trustee if given by Bondholders), and upon any such declaration such Bonds, in
an amount equal to the Bond Balance of such Bonds, together with accrued and
unpaid interest thereon to the date of such acceleration, shall become
immediately due and payable.

At any time after such a declaration of acceleration of maturity of
the Bonds has been made and before a judgment or decree for payment of the
money due has been obtained by the Trustee as hereinafter in this Article
provided, the Holders of Bonds representing more than 50% of the Bond Balance
of the Outstanding Bonds, by written notice to the Issuer and the Trustee, may
rescind and annul such declaration and its consequences if:

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

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

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

(2) all Events of Default, other than the nonpayment of
the principal of Bonds that have become due solely by such
acceleration, have been cured or waived as provided in Section 5.14.

No such rescission shall affect any subsequent Default or impair any
right consequent thereon.

Section 5.03 Collection of Indebtedness and Suits for Enforcement
by Trustee.

Subject to the provisions of Section 3.01 and the following sentence,
if an Event of Default occurs and is continuing, the Trustee may in its
discretion proceed to protect and enforce its rights and the rights of the
Bondholders by any Proceedings the Trustee deems appropriate 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 enforce any other proper remedy. Any proceedings brought by the
Trustee on behalf of the Bondholders or any Bondholder against the Issuer shall
be limited to the preservation, enforcement and foreclosure of the liens,
assignments, rights and security interests under the Indenture and no
attachment, execution or other unit or process shall be sought, issued or
levied upon any assets,

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properties or funds of the Issuer, other than the Trust Estate relative to the
Bonds in respect of which such Event of Default has occurred. If there is a
foreclosure of any such liens, assignments, rights and security interests under
this Indenture, by private power of sale or otherwise, no judgment for any
deficiency upon the indebtedness represented by the Bonds may be sought or
obtained by the Trustee or any Bondholder against the Issuer. The Trustee
shall be entitled to recover the costs and expenses expended by it pursuant to
this Section 5.03 including reasonable compensation, expenses, disburse
advances of the Trustee, its agents and counsel.

Section 5.04 Remedies.

If an Event of Default shall have occurred and be continuing and the
Bonds have been declared due and payable and such declaration and its
consequences have not been rescinded and annulled, the Trustee (subject to
Section 5.17, to the extent applicable) may do one or more of the following:

(a) institute Proceedings for the collection of all
amounts then payable on the Bonds, or under this Indenture, whether by
declaration or otherwise, enforce any judgment obtained, and collect
from the Issuer moneys adjudged due, subject in all cases to the
provisions of Sections 3.01 and 5.03;

(b) in accordance with Section 5.17, sell the Trust
Estate or any portion thereof or rights or interest therein, at one or
more public or private Sales called and conducted in any manner
permitted by law;

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

(d) exercise any remedies of a secured party under the
Uniform Commercial Code and take any other appropriate action to
protect and enforce the rights and remedies of the Trustee or the
Holders of the Bonds hereunder; and

(e) refrain from selling the Trust Estate and apply all
Remittances pursuant to Section 5.07.

Section 5.05 Trustee May File Proofs of Claim.

In case of the pendency of any receivership, insolvency, liquidation,
bankruptcy, reorganization, arrangement, composition or other judicial
Proceeding relative to the Issuer or any other obligor upon any of the Bonds or
the property of the Issuer or of such other obligor or their creditors, the
Trustee (irrespective of whether the Bonds shall then be due and payable as
therein expressed or by declaration or otherwise and irrespective of whether
the Trustee shall have made any demand on the Issuer for the payment of any
overdue principal or interest) shall be entitled and empowered, by intervention
in such Proceeding or otherwise to:

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(i) file and prove a claim for the whole amount of
principal and interest owing and unpaid in respect of the Bonds and
file such other papers or documents as may be necessary or advisable
in order to have the claims of the Trustee (including any claim for
the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel) and of the Bondholders allowed in
such Proceeding, and

(ii) collect and receive any moneys or other property
payable or deliverable on any such claims and to distribute the same;
and any receiver, assignee, trustee, liquidator, or sequestrator (or
other similar official) in any such Proceeding is hereby authorized by
each Bondholder to make such payments to the Trustee and, in the event
that the Trustee shall consent to the making of such payments directly
to the Bondholders, to pay to the Trustee any amount due to it for the
reasonable compensation, expenses, disbursements and advances of the
Trustee, its agents and counsel, and any other amounts due the Trustee
under Section 6.07.

Nothing herein contained shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Bondholder any plan
of reorganization, arrangement, adjustment or composition affecting any of the
Bonds or the rights of any Holder thereof, or to authorize the Trustee to vote
in respect of the claim of any Bondholder in any such Proceeding.

Section 5.06 Trustee May Enforce Claims Without Possession of
Bonds.

All rights of action and claims under this Indenture or any of the
Bonds may be prosecuted and enforced by the Trustee without the possession of
any of the Bonds or the production thereof in any Proceeding relating thereto,
and any such Proceeding instituted by the Trustee shall be brought in its own
name as trustee of an express trust, and any recovery of judgment shall be for
the ratable benefit of the Holders of the Bonds in respect of which such
judgment has been recovered after payment of amounts required to be paid
pursuant to Section 5.07, Clauses First and Second.

Section 5.07 Application of Money Collected.

If the Bonds have been declared due and payable following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, any money collected by the Trustee with respect to such Bonds
pursuant to this Article or otherwise and any other monies that may then be
held or thereafter received by the Trustee as security for such Bonds shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of the entire amount due on account of principal
of, and interest on, such Bonds, upon presentation and surrender thereof:

First: To the payment of all amounts due the Trustee under
Section 6.07;

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Second: To the payment (on a pro rata basis) of amounts then
due and unpaid to the Trustee or Servicer in respect of Nonrecoverable
Advances made by the Trustee or Servicer;

Third: To the payment of amounts then due and unpaid upon the
Outstanding Bonds for interest on the Bond Balance of such Bonds
through the end of the calendar month preceding the month in which
such payment is made at the Bond Interest Rate; and

Fourth: To the payment of the Bond Balance of the Bonds,
their respective Current Bond Balances, ratably, without preference or
priority of any kind; and

Fifth: To the payment of the remainder, if any, to the Issuer
or any other Person legally entitled thereto.

Section 5.08 Limitation on Suits.

No Holder of a Bond shall have any right to institute any Proceedings,
judicial or otherwise, with respect to this Indenture, or for the appointment
of a receiver or trustee, or for any other remedy hereunder, unless:

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

(2) the Holders of Bonds representing not less than 25%
of the Bond Balance of the Outstanding Bonds shall have made written
request to the Trustee to institute Proceedings in respect of such
Event of Default in its own name as Trustee hereunder;

(3) such Holder or Holders have offered to the Trustee
indemnity in full against the costs, expenses and liabilities to be
incurred in compliance with such request;

(4) the Trustee for 60 days after its receipt of such
notice, request and offer of indemnity has failed to institute any
such Proceeding; and

(5) no direction inconsistent with such written request
has been given to the Trustee during such 60-day period by the Holders
of Bonds representing more than 50% of the Bond Balance of the
Outstanding Bonds;

it being understood and intended that no one or more Holders of Bonds 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 Bonds 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 and for the equal and ratable benefit of all the
Holders of Bonds.

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In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Bonds, each
representing less than 50% of the Bond Balances of the Outstanding Bonds, the
Trustee in its sole discretion may determine what action, if any, shall be
taken notwithstanding any other provision herein to the contrary.

Section 5.09 Unconditional Rights of Bondholders to Receive
Principal and Interest.

Subject to the provisions in this Indenture (including Sections 3.01
and 5.03) limiting the right to recover amounts due on a Bond to recovery from
amounts in the Trust Estate, the Holder of any Bond shall have the right, to
the extent permitted by applicable law, which right is absolute and
unconditional, to receive payment of each installment of interest on such Bond
on the respective Stated Maturities of such installments of interest, to
receive payment of each installment of principal of such Bond when due (or, in
the case of any Bond called for redemption, on the date fixed for such
redemption) 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 5.10 Restoration of Rights and Remedies.

If the Trustee or any Bondholder 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 Trustee or to such Bondholder, then and in every such case the Issuer, the
Trustee and the Bondholders 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 Trustee and the
Bondholders shall continue as though no such Proceeding had been instituted.

Section 5.11 Rights and Remedies Cumulative.

No right or remedy herein conferred upon or reserved to the Trustee or
to the Bondholders 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 5.12 Delay or Omission Not Waiver.

No delay or omission of the Trustee or of any Holder of any Bond to
exercise any right or remedy accruing upon any Event of Default shall impair
any such right or remedy or constitute a waiver of any such Event of Default or
an acquiescence therein. Every right and remedy given by this Article or by
law to the Trustee or to the Bondholders may be exercised from time to time,
and as often as may be deemed expedient, by the Trustee or by the Bondholders,
as the case may be.

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Section 5.13 Control by Bondholders.

The Holders of Bonds representing more than 50% of the Bond Balance of
the Outstanding Bonds on the applicable Record Date shall have the right to
direct the time, method and place of conducting any Proceeding for any remedy
available to the Trustee or exercising any trust or power conferred on the
Trustee; provided that:

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

(2) any direction to the Trustee to undertake a Sale of
the Trust Estate shall be by the Holders of Bonds representing the
percentage of the Bond Balance of the Outstanding Bonds specified in
Section 5.17(b) (1), unless Section 5.17(b) (2) is applicable; and

(3) the Trustee may take any other action deemed proper
by the Trustee that is not inconsistent with such direction; provided,
however, that, subject to Section 6.01, the Trustee need not take any
action that it determines might involve it in liability or be unjustly
prejudicial to the Bondholders not consenting.

Section 5.14 Waiver of Past Defaults.

The Holders of Bonds representing more than 50% of the Bond Balance of
the Outstanding Bonds on the applicable Record Date may on behalf of the
Holders of all the Bonds waive any past Default hereunder and its consequences,
except a Default:

(1) in the payment of any installment of principal of,
or interest on, any Bond; or

(2) in respect of a covenant or provision hereof that
under Section 9.02 cannot be modified or amended without the consent
of the Holder of each Outstanding Bond affected.

Upon any such waiver, such Default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or impair any right consequent thereon.

Section 5.15 Undertaking for Costs.

All parties to this Indenture agree, and each Holder of any Bond by
his 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 Trustee for any action taken,
suffered or omitted by it as Trustee, the filing by any party litigant in such
suit

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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 any suit instituted by the
Trustee, to any suit instituted by any Bondholder, or group of Bondholders,
holding in the aggregate Bonds representing more than 10% of the Bond Balance
of the Outstanding Bonds, or to any suit instituted by any Bondholder for the
enforcement of the payment of any installment of interest on any Bond on or
after the Stated Maturity thereof expressed in such Bond or for the enforcement
of the payment of any installment of principal of any Bond when due (or, in the
case of any Bond called for redemption, on or after the applicable Optional
Redemption Date).

Section 5.16 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 of law
wherever enacted, now or at any time hereafter in force, that may affect the
covenants in, 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 Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

Section 5.17 Sale of Trust Estate.

(a) The power to effect any sale (a "Sale") of any
portion of the Trust Estate pursuant to Section 5.04 shall not be
exhausted by any one or more Sales as to any portion of the Trust
Estate remaining unsold, but shall continue unimpaired until the
entire Trust Estate shall have been sold or all amounts payable on the
Bonds and under this Indenture with respect thereto shall have been
paid. The Trustee may from time to time postpone any public Sale by
public announcement made at the time and place of such Sale.

(b) To the extent permitted by law, the Trustee shall not
in any private Sale sell or otherwise dispose of the Trust Estate, or
any portion thereof, unless:

(1) the Holders of Bonds representing not less
than 50% of the Bond Balance of the Bonds then Outstanding
consent to or direct the Trustee to make such Sale; or

(2) the proceeds of such Sale would be not less
than the entire amount that would be distributable to the
Holders of the Bonds, in full payment thereof in accordance
with Section 5.07, on the Payment Date next succeeding the
date of such Sale.

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The purchase by the Trustee of all or any portion of the Trust
Estate at a private Sale shall not be deemed a Sale or disposition
thereof for purposes of this Section 5.17(b).

(c) Unless the Holders of all Outstanding Bonds have
otherwise consented or directed the Trustee, at any public Sale of all
or any portion of the Trust Estate at which a minimum bid equal to or
greater than the amount described in paragraph (2) of subsection (b)
of this Section 5.17 has not been established by the Trustee and no
Person bids an amount equal to or greater than such amount, the
Trustee shall prevent such sale and bid an amount at least $1.00 more
than the highest other bid in order to preserve the Trust Estate.

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

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

(2) the Trustee may bid for and acquire the
property offered for Sale in connection with any public Sale
thereof, and, in lieu of paying cash therefor, may make
settlement for the purchase price by crediting the gross Sale
price against the sum of (A) the amount that would be
distributable to the Holders of the Bonds as a result of such
Sale in accordance with Section 5.07 on the Payment Date next
succeeding the date of such Sale and (B) the expenses of the
Sale and of any Proceedings in connection therewith which are
reimbursable to it, without being required to produce the
Bonds in order to complete any such Sale or in order for the
net Sale price to be credited against such Bonds, and any
property so acquired by the Trustee shall be held and dealt
with by it in accordance with the provisions of this
Indenture;

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

(4) the Trustee is hereby irrevocably appointed
the agent and attorney-in-fact of the Issuer to transfer and
convey its interest in any portion of the Trust

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Estate in connection with a Sale thereof, and to take all
action necessary to effect such Sale; and

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

(e) Notwithstanding anything in this Indenture to the
contrary, if an Event of Default specified in Section 5.01(l) is the
Event of Default, or one of the Events of Default, on the basis of
which the Bonds have been declared due and payable, then the Trustee
may, in its sole discretion, sell the Trust Estate without compliance
with this Section 5.17.

Section 5.18 Action on Bonds.

The Trustee's right to seek and recover judgment 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 Trustee or the Holders of Bonds
shall be impaired by the recovery of any judgment by the Trustee against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Trust Estate.

Section 5.19 No Recourse to Other Trust Estates or Other Assets of
the Issuer.

The Trust Estate Granted to the Trustee as security for the Bonds
serves as security only for the Bonds. Holders of the Bonds shall have no
recourse against the trust estate granted as security for any other series of
bonds issued by the Issuer, and no judgment against the Issuer for any amount
due with respect to the Bonds may be enforced against either the trust estate
securing any other series or any other assets of the Issuer, nor may any
prejudgment lien or other attachment be sought against any such other trust
estate or any other assets of the Issuer.

Section 5.20 Application of the Trust Indenture Act.

Pursuant to Section 316(a) of the TIA, all provisions automatically
provided for in Section 316(a) are hereby expressly excluded.

ARTICLE VI.
THE TRUSTEE

Section 6.01 Duties of Trustee.

(a) If an Event of Default has occurred and is
continuing, the Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same

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degree of care and skill in their exercise, as a prudent man would
exercise or use under the circumstances in the conduct of his own
affairs.

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

(1) The Trustee need perform only those duties
that are specifically set forth in this Indenture and no others and no
implied covenants or obligations shall be read into this Indenture
against the Trustee; and

(2) In the absence of bad faith on its part, the
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 Trustee and conforming to the
requirements of this Indenture. The Trustee shall, however, examine
such certificates and opinions to determine whether they conform to
the requirements of this Indenture.

(c) The 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:

(1) This paragraph does not limit the effect of
subsection (b) of this Section 6.01;

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

(3) The 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 5.13 or 5.17 or
exercising any trust or power conferred upon the Trustee under this
Indenture.

(d) Except with respect to duties of the Trustee
prescribed by the TIA, as to which this Section 6.01(d) shall not
apply, for all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Event of Default described
in Section 5.01(2), 5.01(5) or 5.01(6) or any Default described in
Section 5.01(3) or 5.01(4) unless a Responsible Officer assigned to
and working in the Trustee's corporate trust department has actual
knowledge thereof or unless written notice of any event that is in
fact such an Event of Default or Default is received by the Trustee at
the Corporate Trust Office, and such notice references the Bonds
generally, the Issuer, the Trust Estate or this Indenture.

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

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duties hereunder, or in the exercise of any of its rights or powers,
if it shall have reasonable grounds for believing that repayment of
such funds or adequate indemnity against such risk or liability is not
reasonably assured to it. In determining that such repayment or
indemnity is not reasonably assured to it, the 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 Trust Estate pursuant to Sections 6.07
and 8.02(d).

(f) Every provision of this Indenture that in any way
relates to the Trustee is subject to the provisions of this Section.

(g) Notwithstanding any extinguishment of all right,
title and interest of the Issuer in and to the Trust Estate following
an Event of Default and a consequent declaration of acceleration of
the Maturity of the Bonds, whether such extinguishment occurs through
a Sale of the Trust Estate to another Person, the acquisition of the
Trust Estate by the Trustee or otherwise, the rights, powers and
duties of the Trustee with respect to the Trust Estate (or the
proceeds thereof) and the Bondholders and the rights of Bondholders
shall continue to be governed by the terms of this Indenture.

(h) The Trustee shall at all times retain possession of
the Mortgage Files in the State of California, except for those
Mortgage Files or portions thereof, released to the Servicer pursuant
to this Indenture or the Servicing Agreement.

Section 6.02 Notice of Default.

Within 90 days after the occurrence of any Default known to the
Trustee, the Trustee shall transmit by mail to all Holders of Bonds notice of
each such Default, unless such Default shall have been cured or waived;
provided, however, that except in the case of a Default of the type described
in Section 5.01(l), the Trustee shall be protected in withholding such notice
if and so long as the board of directors, the executive committee or a trust
committee of directors and/or Responsible Officers of the Trustee in good faith
determine that the withholding of such notice is in the interests of the
Holders of the Bonds; and provided, further, that in the case of any Default of
the character specified in Section 5.01(3) or 5.01(4) no such notice to Holders
of the Bonds shall be given until at least 30 days after the occurrence
thereof. Concurrently with the mailing of any such notice to the Holders of
the Bonds, the Trustee shall transmit by mail a copy of such notice to the
Rating Agency.

Section 6.03 Rights of Trustee.

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

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(b) Before the Trustee acts or refrains from acting, it
may require an Officers' Certificate or an Opinion of Counsel
reasonably satisfactory in form and substance to the Trustee. The
Trustee shall not be liable for any action it takes or omits to take
in good faith in reliance on any such Certificate or Opinion.

(c) The Trustee may act through agents and shall not be
responsible for the misconduct or negligence of any agent appointed
with due care.

(d) The Trustee shall not be liable for any action it
takes or omits to take in good faith that it believes to be authorized
or within its rights or powers.

Section 6.04 Not Responsible for Recitals or Issuance of Bonds.

The recitals contained herein and in the Bonds, except the
certificates of authentication on the Bonds, shall be taken as the statements
of the Issuer, and the Trustee assumes no responsibility for their correctness.
The Trustee makes no representations with respect to the Trust Estate or as to
the validity or sufficiency of this Indenture or of the Bonds. The Trustee
shall not be accountable for the use or application by the Issuer of the Bonds
or the proceeds thereof or any money paid to the Issuer or upon Issuer Order
pursuant to the provisions hereof.

Section 6.05 May Hold Bonds.

The Trustee, any Agent, or any other agent of the Issuer, in its
individual or any other capacity, may become the owner or pledgee of Bonds and,
subject to Sections 6.08 and 6.13, may otherwise deal with the Issuer or any
Affiliate of the Issuer with the same rights it would have if it were not
Trustee, Agent or such other agent.

Section 6.06 Money Held in Trust.

Money held by the Trustee in trust hereunder need not be segregated
from other funds except to the extent required by this Indenture or by law.
The Trustee shall be under no liability for interest on any money received by
it hereunder except as otherwise agreed with the Issuer and except to the
extent of income or other gain on investments that are obligations of the
Trustee, in its commercial capacity, and income or other gain actually received
by the Trustee on investments, which are obligations of others.

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Section 6.07 Compensation and Reimbursement.

(a) The Issuer agrees:

(1) to pay the Trustee Fee to the Trustee on a monthly
basis, such Trustee Fee to be withdrawn from the Bond Account in
accordance with the provisions hereof for all services rendered by it
hereunder (which compensation shall not be limited by any provision of
law in regard to the compensation of a trustee of an express trust);

(2) except as otherwise expressly provided herein, to
reimburse the Trustee upon its request for all reasonable expenses,
disbursements and advances incurred or made by the Trustee in
accordance with any provision of this Indenture (including the
reasonable compensation and the expenses and disbursements of its
agents and counsel), except any such expense, disbursement or advance
as may be attributable to its negligence or bad faith; and

(3) to indemnify the Trustee and its agents for, and to
hold them harmless against, any loss, liability or expense incurred
without negligence or bad faith on their part, arising out of, or in
connection with, the acceptance or administration of this trust,
including the costs and expenses of defending themselves against any
claim in connection with the exercise or performance of any of their
powers or duties hereunder, provided that:

(i) with respect to any such claim, the Trustee
shall have given the Issuer written notice thereof promptly
after the Trustee shall have knowledge thereof;

(ii) while maintaining absolute control over its
own defense, the Trustee shall cooperate and consult fully
with the Issuer in preparing such defense; and

(iii) notwithstanding anything to the contrary in
this Section 6.07(a)(3), the Issuer shall not be liable for
settlement of any such claim by the Trustee entered into
without the prior consent of the Issuer.

(b) The Issuer may remit payment for such fees and expenses to the
Trustee or, in the absence thereof, the Trustee may reimburse itself from time
to time pursuant to Section 8.02(c) hereof for payments of its fees and
expenses hereunder from moneys on deposit in the Bond Account.

(c) As security for the payment obligations of the Issuer pursuant
to the foregoing provisions of this Section 6.07, the Issuer hereby Grants to
the Trustee a lien ranking at all times senior to the lien of the Bonds with
respect to which any claim of the Trustee under this

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Section arose and senior to all other liens, if any, upon all property and
funds held or collected as part of the Trust Estate for such Bonds by the
Trustee in its capacity as such. The Trustee shall not (i) exercise or enforce
such senior lien in any manner, or (ii) institute any Proceeding against the
Issuer for any payments, reimbursements, or indemnifications to the Trustee or
to enforce such lien, in either case unless (i) the Bonds have been declared
due and payable following an Event of Default pursuant to Section 5.02, (ii)
such acceleration of Maturity and its consequences have not been rescinded and
annulled, and (iii) moneys collected by the Trustee are being applied in
accordance with Section 5.07.

(d) Subject to the last sentence of Section 6.07(c), nothing in
this Section 6.07 shall be construed to limit (except as otherwise expressly
provided in subsection (c) of this Section 6.07) the exercise by the Trustee of
any right or remedy permitted under the Indenture or otherwise in the event of
the Issuer's failure to pay the amounts due the Trustee pursuant to this
Section 6.07.

Section 6.08 Eligibility; Disqualification.

Irrespective of whether this Indenture is qualified under the TIA,
this Indenture shall always have a Trustee who satisfies the requirements of
TIA Sections 310(a)(1) and 310(a)(5). The Trustee shall always have a combined
capital and surplus as stated in Section 6.09. The Trustee shall be subject to
TIA Section 310(b).

Section 6.09 Trustee's Capital and Surplus.

The Trustee shall at all times have a combined capital and surplus of
at least $50,000,000 or shall be a member of a bank holding company system, the
aggregate combined capital and surplus of which is at least $50,000,000;
provided, however, that the Trustee's separate capital and surplus shall at all
times be at least the amount required by TIA Section 310(a)(2). If the Trustee
publishes annual reports of condition of the type described in TIA Section
310(a)(1), its combined capital and surplus for purposes of this Section 6.09
shall be as set forth in the latest such report. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.09 and TIA Section 310(a)(2), it shall resign immediately in the manner and
with the effect hereinafter specified in this Article.

Section 6.10 Resignation and Removal; Appointment of Successor.

(a) No resignation or removal of the Trustee and no
appointment of a successor Trustee pursuant to this Article shall
become effective until the acceptance of appointment by the successor
Trustee under Section 6.11.

(b) The Trustee may resign at any time by giving written
notice thereof to the Issuer. If an instrument of acceptance by a
successor Trustee shall not have been delivered to the Trustee within
30 days after the giving of such notice of resignation, the

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resigning Trustee may petition any court of competent jurisdiction for
the appointment of a successor Trustee.

(c) The Trustee may be removed at any time by Act of the
Holders representing more than 50% of the Bond Balance of the
Outstanding Bonds, delivered to the Trustee and to the Issuer.

(d) If at any time:

(1) the Trustee shall have a conflicting interest
prohibited by Section 6.08 and shall fail to resign or
eliminate such conflicting interest in accordance with Section
6.08 after written request therefor by the Issuer or by any
Bondholder; or

(2) the Trustee shall cease to be eligible under
Section 6.09 or shall become incapable of acting or shall be
adjudged a bankrupt or insolvent, or a receiver of the Trustee
or of its property shall be appointed, or any public officer
shall take charge or control of the Trustee or of its property
or affairs for the purpose of rehabilitation, conservation or
liquidation; then, in any such case, (i) the Issuer by an
Issuer Order may remove the Trustee, and the Issuer shall join
with the Trustee in the execution, delivery and performance of
all instruments and agreements necessary or proper to appoint
a successor Trustee and to vest in such successor Trustee any
property, title, right or power deemed necessary or desirable,
subject to the other provisions of this Indenture; provided,
however, if the Issuer does not join in such appointment
within fifteen (15) days after the receipt by it of a request
to do so, or in case an event of default has occurred and is
continuing, the Trustee may petition a court of competent
jurisdiction to make such appointment, or (ii) subject to
Section 5.15, and, in the case of a conflicting interest as
described in clause (1) above, unless the Trustee's duty to
resign has been stayed as provided in TIA Section 310(b), any
Bondholder who has been a bona fide Holder of a Bond for at
least six months may, on behalf of himself and all others
similarly situated, petition any court of competent
jurisdiction for the removal of the Trustee and the
appointment of a successor Trustee.

(e) If the Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of the
Trustee for any cause, the Issuer, by an Issuer Order shall promptly
appoint a successor Trustee. If within one year after such
resignation, removal or incapability or the occurrence of such vacancy
a successor Trustee shall be appointed by Act of the Holders of Bonds
representing more than 50% of the Bond Balance of the Outstanding
Bonds delivered to the Issuer and the retiring Trustee, the successor
Trustee so appointed shall, forthwith upon its acceptance of such
appointment, become the successor Trustee and supersede the successor
Trustee appointed by the Issuer. If no successor Trustee shall have
been so appointed by the

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Issuer or Bondholders and shall have accepted appointment in the
manner hereinafter provided, any Bondholder who has been a bona fide
Holder of a Bond for at least six months may, on behalf of himself and
all others similarly situated, petition any court of competent
jurisdiction for the appointment of a successor Trustee.

(f) The Issuer shall give notice of each resignation and
each removal of the Trustee and each appointment of a successor
Trustee to the Holders of Bonds. Each notice shall include the name of
the successor Trustee and the address of its Corporate Trust Office.

Section 6.11 Acceptance of Appointment by Successor.

Every successor Trustee appointed hereunder shall execute, acknowledge
and deliver to the Issuer and the retiring Trustee an instrument accepting such
appointment, and thereupon the resignation or removal of the retiring Trustee
shall become effective and such successor Trustee, without any further act,
deed or conveyance, shall become vested with all the rights, powers, trusts and
duties of the retiring Trustee. Notwithstanding the foregoing, on request of
the Issuer or the successor Trustee, such retiring Trustee shall, upon payment
of its charges, execute and deliver an instrument transferring to such
successor Trustee all the rights, powers and trusts of the retiring Trustee,
and shall duly assign, transfer and deliver to such successor Trustee all
property and money held by such retiring Trustee hereunder subject nevertheless
to its lien, if any, provided for in Section 6.07. Upon request of any such
successor Trustee, the Issuer shall execute and deliver any and all instruments
for more fully and certainly vesting in and confirming to such successor
Trustee all such rights, powers and trusts.

No successor Trustee shall accept its appointment unless at the time
of such acceptance such successor Trustee shall be qualified and eligible under
this Article.

Section 6.12 Merger, Conversion, Consolidation or Succession to
Business of Trustee.

Any corporation into which the Trustee may be merged or converted or
with which it may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Trustee shall be a party, or
any corporation succeeding to all or substantially all of the corporate trust
business of the Trustee, shall be the successor of the Trustee hereunder,
provided such corporation shall be otherwise qualified and eligible under this
Article, without the execution or filing of any paper or any further act on the
part of any of the parties hereto. In case any Bonds have been authenticated,
but not delivered, by the Trustee then in office, any successor by merger,
conversion or consolidation to such authenticating Trustee may adopt such
authentication and deliver the Bonds so authenticated with the same effect as
if such successor Trustee had authenticated such Bonds.

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Section 6.13 Preferential Collection of Claims Against Issuer.

The Trustee (and any co-trustee or separate trustee) shall be subject
to TIA Section 311(a), excluding any creditor relationship listed in TIA
Section 311(b), and a Trustee (and any co-trustee or separate trustee) who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.

Section 6.14 Co-Trustees and Separate Trustees.

At any time or times, for the purpose of meeting the legal
requirements of the TIA or of any jurisdiction in which any of the Trust Estate
may at the time be located, the Issuer and the Trustee shall have power to
appoint, and, upon the written request of the Trustee or of the Holders of
Bonds representing more than 50% of the Bond Balance of the Outstanding Bonds
with respect to which a co-trustee or separate trustee is being appointed, the
Issuer shall for such purpose jointly with the Trustee in the execution,
delivery and performance of all instruments and agreements necessary or proper
to appoint, one or more Persons approved by the Trustee either to act as
co-trustee, jointly with the Trustee, of all or any part of the Trust Estate,
or to act as separate trustee of any such property, in either case with such
powers as may be provided in the instrument of appointment, and to vest in such
Person or Persons in the capacity aforesaid, any property, title, right or
power deemed necessary or desirable, subject to the other provisions of this
Section. If the Issuer does not join in such appointment within 15 days after
the receipt by it of a request to do so, or in case an Event of Default has
occurred and is continuing, the Trustee alone shall have power to make such
appointment. All fees and expenses of any co-trustee or separate trustee shall
be payable by the Issuer.

Should any written instrument from the Issuer be required by any
co-trustee or separate trustee so appointed for more fully confirming to such
co-trustee or separate trustee such property, title, right or power, any and
all such instruments shall, on request, be executed, acknowledged and delivered
by the Issuer.

Every co-trustee or separate trustee shall, to the extent permitted by
law, but to such extent only, be appointed subject to the following terms:

(1) The Bonds shall be authenticated and delivered and
all rights, powers, duties and obligations hereunder in respect of the
custody of securities, cash and other personal property held by, or
required to be deposited or pledged with, the Trustee hereunder, shall
be exercised, solely by the Trustee.

(2) The rights, powers, duties and obligations hereby
conferred or imposed upon the Trustee in respect of any property
covered by such appointment shall be conferred or imposed upon and
exercised or performed by the Trustee or by the Trustee and such
co-trustee or separate trustee jointly, as shall be provided in the
instrument appointing such co-trustee or separate trustee, except to
the extent that under any law of

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any jurisdiction in which any particular act is to be performed, the
Trustee shall be incompetent or unqualified to perform such act, in
which event such rights, powers, duties and obligations shall be
exercised and performed by such co-trustee or separate trustee.

(3) The Trustee at any time, by an instrument in writing
executed by it, with the concurrence of the Issuer evidenced by an
Issuer Order, may accept the resignation of or remove any co-trustee
or separate trustee appointed under this Section, and, in case an
Event of Default has occurred and is continuing, the Trustee shall
have power to accept the resignation of, or remove, any such
co-trustee or separate trustee without the concurrence of the Issuer
upon the written request of the Trustee, the Issuer shall join with
the Trustee in the execution, delivery and performance of all
instruments and agreements necessary or proper to effectuate such
resignation or removal. A successor to any co-trustee or separate
trustee so resigned or removed may be appointed in the manner provided
in this Section.

(4) No co-trustee or separate trustee hereunder shall be
personally liable by reason of any act or omission of the Trustee, or
any other such trustee hereunder.

(5) Any Act of Bondholders delivered to the Trustee shall
be deemed to have been delivered to each such co-trustee and separate
trustee.

Section 6.15 Authenticating Agents.

Upon the request of the Issuer and at the expense of the Issuer, the
Trustee shall appoint an Authenticating Agent with power to act on its behalf
and subject to its direction in the authentication and delivery of the Bonds
designated for such authentication by the Issuer and containing provisions
therein for such authentication (or with respect to which the Issuer has made
other arrangements, satisfactory to the Trustee and such Authenticating Agent,
for notation on the Bonds of the authority of an Authenticating Agent appointed
after the initial authentication and delivery of such Bonds) in connection with
transfers and exchanges under Section 2.06, as fully to all intents and
purposes as though the Authenticating Agent had been expressly authorized by
that Section to authenticate and deliver Bonds. For all purposes of this
Indenture (other than in connection with the authentication and delivery of
Bonds pursuant to Sections 2.05 and 2.11 in connection with their initial
issuance and for purposes of Section 2.07), the authentication and delivery of
Bonds by the Authenticating Agent pursuant to this Section shall be deemed to
be the authentication and delivery of Bonds "by the Trustee." Such
Authenticating Agent shall at all times be a Person that both meets the
requirements of Section 6.09 for the Trustee hereunder and has an office for
presentation of Bonds in the Borough of Manhattan, City and State of New York.
The Trustee shall initially be the Authenticating Agent and shall be the Bond
Registrar as provided in Section 2.06. The office from which the Trustee shall
perform its duties as Bond Registrar and Authenticating Agent shall be the
Corporate Trust Office. Any Authenticating Agent appointed by the Trustee
pursuant to the terms of this Section

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6.15 or pursuant to the terms of any supplemental indenture shall deliver to
the Trustee as a condition precedent to the effectiveness of such appointment
an instrument accepting the trusts, duties and responsibilities of
Authenticating Agent and of Bond Registrar or co-Bond Registrar and
indemnifying the Trustee for and holding the Trustee harmless against, any
loss, liability or expense (including reasonable attorneys' fees) incurred
without negligence or bad faith on its part, arising out of or in connection
with the acceptance, administration of the trust or exercise of authority by
such Authenticating Agent, Bond Registrar or co-Bond Registrar.

Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to the corporate trust business
of any Authenticating Agent, shall be the successor of the Authenticating Agent
hereunder, if such successor corporation is otherwise eligible under this
Section, without the execution or filing of any further act on the part of the
parties hereto or the Authenticating Agent or such successor corporation.

Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Trustee and the Issuer. The Trustee may at any
time terminate the agency of any Authenticating Agent by giving written notice
of termination to such Authenticating Agent and the Issuer. Upon receiving
such a notice of resignation or upon such a termination, or in case at any time
any Authenticating Agent shall cease to be eligible under this Section, the
Trustee shall promptly appoint a successor Authenticating Agent, shall give
written notice of such appointment to the Issuer and shall mail notice of such
appointment to all Holders of Bonds.

The Trustee agrees, subject to Section 6.01(e), to pay to any
Authenticating Agent from time to time reasonable compensation for its services
and the Trustee shall be entitled to be reimbursed for such payments, subject
to Section 6.07. The provisions of Sections 2.09, 6.04 and 6.05 shall be
applicable to any Authenticating Agent.

Section 6.16 Review of Mortgage Files.

The Trustee agrees, for the benefit of the Holders of the Bonds, to
review, within 90 days after the Closing Date, the Mortgage Files delivered to
it in connection with the Grant of the Original Mortgage Loans as security for
the Bonds and after completion of such review to provide a Final Certification
in the form attached hereto as Exhibit D. The Trustee's review shall be
limited to a determination that all documents referred to in the definition of
the term Mortgage Files have been delivered with respect to each such Mortgage
Loan, that all such documents have been executed, and that all such documents
relate to the Original Mortgage Loans. In performing such review the Trustee
may rely upon the purported genuineness and due execution of any such document
and on the purported genuineness of any signature thereon. If the Trustee
discovers any defect or omission in the Mortgage Files or that any document
required to be delivered to it has not been delivered or that any document so
delivered does not relate to any of the Original Mortgage Loans, it shall
promptly notify the Issuer and the Servicer of such Mortgage Loan.

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ARTICLE VII.
BONDHOLDERS' LISTS AND REPORTS

SECTION 7.01 Issuer to Furnish Trustee Names and Addresses of
Bondholders.

(a) The Issuer shall furnish or cause to be furnished to
the Trustee (i) semi-annually, not less than 45 days nor more than 60
days after the Payment Date occurring closest to six months after the
Closing Date and each Payment Date occurring at six-month intervals
thereafter, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Bonds, and (ii)
at such other times, as the 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 Trustee is the Bond Registrar, no such list shall be required to
be furnished.

(b) In addition to furnishing to the Trustee the
Bondholder lists, if any, required under subsection (a), the Issuer
shall also furnish all Bondholder lists, if any, required under
Section 3.03 at the times required by said Section 3.03.

Section 7.02 Preservation of Information; Communications to
Bondholders.

(a) The Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of
Bonds contained in the most recent list, if any, furnished to the
Trustee as provided in Section 7.01 and the names and addresses of the
Holders of Bonds received by the Trustee in its capacity as Bond
Registrar. The Trustee may destroy any list furnished to it as
provided in Section 7.01 upon receipt of a new list so furnished.

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

Section 7.03 Reports by Trustee.

(a) Within 60 days after ___________ of each year (the
"reporting date"), commencing with the year after the issuance of the
Bonds, (i) the Trustee shall mail to all Holders a brief report dated
as of such reporting date that complies with TIA Section 313(a); (ii)
the Trustee shall, to the extent not set forth in the Payment Date
Statement pursuant to Section 2.08(d), also mail to Holders of Bonds
with respect to which it has made advances, any reports with respect
to such advances that are required by TIA Section 313(b)(2); and, the
Trustee shall also mail to Holders of Bonds any reports

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required by TIA Section 313(b)(1). For purposes of the information
required to be included in any such reports pursuant to TIA Sections
313(a)(2), 313(b)(1) (if applicable), or 313(b)(2), the principal
amount of indenture securities outstanding on the date as of which
such information is provided shall be the Bond Balance of the then
Outstanding Bonds covered by the report.

(b) A copy of each report required under this Section
7.03 shall, at the time of such transmission to Holders of Bonds be
filed by the Trustee with the Commission and with each securities
exchange upon which the Bonds are listed. The Issuer will notify the
Trustee when the Bonds are listed on any securities exchange.

Section 7.04 Reports by Issuer.

The Issuer (a) shall deliver to the Trustee within 15 days after the
Issuer is required to file the same with the Commission copies of the annual
reports and of the information, documents and other reports (or copies of such
portions of any of the foregoing as the Commission may by rules and regulations
prescribe) that the Issuer is required to file with the Commission pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, and (b)
shall also comply with the other provisions of TIA Section 314(a).

ARTICLE VIII.
ACCOUNTS, PAYMENTS OF INTEREST AND PRINCIPAL, AND RELEASES

Section 8.01 Collection of Moneys.

Except as otherwise expressly provided herein, the 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 Trustee pursuant to this
Indenture. The Trustee shall hold all such money and property received by it
as part of the Trust Estate and shall apply it as provided in this Indenture.

If the Trustee shall not have received a Remittance by close of
business on any related Remittance Date, the Trustee shall, unless the Issuer
shall have made provisions satisfactory to the Trustee for delivery to the
Trustee of an amount equal to such Remittance, deliver a notice to the Issuer
and the Servicer of their failure to make such Remittance and that such
failure, if not remedied by [2:00 p.m. Eastern Time] on the Business Day
immediately preceding the related Payment Date shall constitute an Event of
Default. If the Trustee shall subsequently receive any such Remittance by
[2:00 p.m. Eastern Time] on the Business Day immediately preceding the related
Payment Date, such Event of Default shall not be deemed to have occurred.
Notwithstanding any other provision hereof, the Trustee shall deliver to the
Issuer or its designee or assignee any Remittance received with respect to a
Mortgage Loan after the related Remittance Date to the extent that the Issuer
previously made payment or provision for payment

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with respect to such Remittance in accordance with this Section 8.01, and any
Remittance shall not be deemed part of the Trust Estate.

Except as otherwise expressly provided in this Indenture, if,
following delivery by the Trustee of the notice described above, the Servicer
shall fail to make such Remittance, the Trustee shall deliver a second notice
to the Servicer and the Issuer by [9:00 a.m. Eastern Time] on the related
Payment Date terminating the Servicer. Thereupon, the Trustee shall make a
deposit in the Bond Account of such Remittance for such Payment Date (provided,
however, that the Trustee's responsibility to make such deposit shall be
limited to the Trustee's determination, in its sole discretion, that such
deposit if made would be recoverable) and, pursuant to Section 8.11 hereof and
Section ____ of the Servicing Agreement, assume the duties of the Servicer. In
addition, if a default occurs in any other performance required under the
Servicing Agreement or any Insurance Policy, the Trustee may, and upon the
request of the Holders of Bonds representing more than 50% of the Bond Balance
of the Outstanding Bonds 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 to
proceed thereafter as provided in Article V.

Section 8.02 Bond Account.

(a) On or before the Closing Date, the Issuer shall
direct the Trustee in writing to open, at the Corporate Trust Office
one or more accounts that shall collectively be the "Bond Account".
The Trustee shall promptly deposit in the Bond Account (i) all
Remittances received by it from the Servicer pursuant to the Servicing
Agreement, (ii) any other funds from any deposits to be made by the
Servicer pursuant to the Servicing Agreement, (iii) any amount
required to be deposited in the Bond Account pursuant to Section 8.01,
(iv) all amounts received pursuant to Section 8.04 and (v) all other
amounts received for deposit in the Bond Account. All amounts that
are deposited from time to time in the Bond Account, and all
investments, if any, made with such moneys shall be held by the
Trustee in the Bond Account as part of the Trust Estate as herein
provided, subject to withdrawal by the Trustee for the purposes set
forth in subsections (c) and (d) of this Section 8.02, except that the
Trustee shall be entitled to all income or other gain from such
investments. All funds withdrawn from the Bond Account pursuant to
subsection (c) of this Section 8.02 for the purpose of making payments
to the Holders of Bonds shall be applied in accordance with Section
3.03.

(b) So long as no Default or Event of Default shall have
occurred and be continuing, all or a portion of the Bond Account may
be invested and reinvested by the Trustee at the Trustee's discretion
in one or more Eligible Investments bearing interest or sold at
discount. The Trust is not required to invest any portion of the Bond
Account.

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All income or other gains, if any, from investment of moneys
deposited in the Bond Account shall be withdrawn and retained by the
Trustee in the Bond Account immediately upon receipt, and any loss
resulting from such investment shall be reimbursed to the Bond Account
by the Trustee.

(c) Unless the Bonds have been declared due and payable
pursuant to Section 5.02 and moneys collected by the Trustee are being
applied in accordance with Section 5.07, amounts on deposit in the
Bond Account on any Payment Date or Optional Redemption Date shall be
withdrawn from the Bond Account, in the amounts required, for
application as follows:

on any Payment Date,

first, to the payment of any unpaid amount
due the Trustee pursuant to Section 6.07,

second, to the payment of amounts then due
and payable, in the following order of priority, to
the Trustee or Servicer in respect of Nonrecoverable
Advances made by the Trustee or Servicer,

third, to the payment of any installments of
interest then due on any Bonds,

fourth, to the payment, pro rata, of any
installments of principal then due and payable on the
then Outstanding Bonds, and

fifth, to the payment of any unpaid
surveillance fees payable by the Issuer to the
Rating Agency,

sixth, to the repayment to the Trustee of any
amounts deposited by it pursuant to Section 8.01,

each such amount being the amount thereof set forth in the applicable
Payment Date Statement.

(d) On or after each Payment Date, so long as the Trustee
shall have prepared a Payment Date Statement in respect of such
Payment Date and (i) shall have made, or, in accordance with Section
3.03, set aside from amounts in the Bond Account an amount sufficient
to make, the payment of principal of and interest on the Bonds then
required to be made as indicated in such Payment Date Statement, (ii)
shall have made any reimbursement required to be made to the Trustee
or Servicer in respect of Nonrecoverable Advances made by the Trustee
or Servicer and (iii) shall have set aside any amounts that have been
deposited in the Bond Account prior to such time that

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represent amounts that are to be used to make payments on the Bonds on
the next succeeding Payment Date, the cash balance, if any, then
remaining in the Bond Account, less the amount of Remittances due with
respect to the Mortgage Loans but not received during the prior
Collection Period, shall be withdrawn from the Bond Account by the
Trustee and shall be released from the lien of this Indenture and paid
by the Trustee to the Issuer or, upon Issuer Order, to its assignee,
subject to satisfaction of the following conditions:

(i) no Default or Event of Default shall have
occurred and be continuing;

(ii) the Issuer shall have delivered to the
Trustee an Officers' Certificate stating that all conditions
precedent to such release specified in this subsection (d)
have been satisfied; and

(iii) the Issuer shall have delivered to the
Trustee an Opinion of Counsel reasonably satisfactory in form
and substance to the Trustee to the effect that all Officers'
Certificates delivered to the Trustee in connection with such
release comply as to form with the requirements of this
subsection (d) and all conditions precedent to such release
specified in this subsection (d) have been satisfied.

Section 8.03 General Provisions Regarding the Bond Account and
Mortgage Loans.

(a) The Bond Account shall relate solely to the Bonds and
to the Mortgage Loans, Eligible Investments and other property
securing the Bonds. Funds and other property in the Bond Account
shall not be commingled with any other moneys or property of the
Issuer or any Affiliate thereof. Notwithstanding the foregoing, the
Trustee may hold any funds or other property received or held by it as
part of the Bond Account in collective accounts maintained by it in
the normal course of its business and containing funds or property
held by it for other Persons (which may include the Issuer or an
Affiliate), provided that such accounts are under the sole control of
the Trustee and the Trustee maintains adequate records indicating the
ownership of all such funds or property and the portions thereof held
for credit to the Bond Account.

(b) If any amounts are needed for disbursement from the
Bond Account and sufficient uninvested funds are not available therein
to make such disbursement, the Trustee shall cause to be sold or
otherwise converted to cash a sufficient amount of the investments in
the Bond Account.

(c) Subject to Section 6.01, the Trustee shall not in any
way be held liable by reason of any insufficiency in the Bond Account
except for losses on investments.

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(d) All investments of funds in the Bond Account and all
sales or investments held in the Bond Account shall, except as
provided below, be made by the Trustee in its discretion in Eligible
Investments.

(e) The Trustee shall, at all times while any Bonds are
Outstanding, maintain in its possession, or in the possession of an
agent whose actions with respect to such items are under the sole
control of the Trustee, all certificates or other instruments, if any,
evidencing any investment of funds in the Bond Account. The Trustee
shall relinquish possession of such items, or direct its agent to do
so, only for purposes of collecting the final payment receivable on
such investment or certificate or, in connection with the sale of any
investment held in the Bond Account, against delivery of the amount
receivable in connection with any sale.

(f) The Trustee shall not invest any part of the Trust
Estate in Eligible Investments that constitute uncertificated
securities (as defined in Section 8-102 of the Uniform Commercial
Code, as enacted in the relevant jurisdiction) or in any other
book-entry securities unless it has received an Opinion of Counsel
reasonably satisfactory in form and substance to the Trustee setting
forth, with respect to each type of security for which authority to
invest is being sought, the procedures that must be followed to
maintain the lien and security interest created by this Indenture with
respect to the Trust Estate.

Section 8.04 Releases of Defective Mortgage Loans Withdrawn by
Servicer.

(a) If any of the representations or warranties of the
Mortgage Loan Provider set forth in Sections 2(c) and 3(b) of the
Mortgage Loan Conveyance Agreement was materially incorrect or
otherwise misleading with respect to any Mortgage Loan as of the time
made, the Issuer shall cause the Mortgage Loan Provider to either (i)
within 90 days after the Issuer receives actual knowledge of such
incorrectness, eliminate or otherwise cure the circumstance or
condition in respect of which such representation or warranty was
incorrect as of the time made, or (ii) withdraw such Mortgage Loan
from the lien of this Indenture following the expiration of such
90-day period by depositing to the Bond Account an amount equal to the
actual principal balance of such Mortgage Loan, plus accrued interest
thereon (without consideration of any Monthly Advances) to the date of
deposit.

(b) If the Mortgage Loan Provider shall purchase any
Mortgage Loan it is required to purchase pursuant to the Mortgage Loan
Conveyance Agreement and remit the purchase price therefor to the
Trustee for deposit in the Bond Account on the next Servicer Reporting
Date, then the Issuer shall be deemed to have complied with all
requirements imposed upon it by this Section 8.04 with respect to such
Mortgage Loan.

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(c) The Issuer shall have the right, as to any Mortgage
Loan on which four or more payments of Monthly Payments are delinquent
or with respect to which title to the related Mortgaged Property has
been obtained (a "Defaulted Mortgage Loan"), to treat such Mortgage
Loan as having been the subject of a Full Prepayment and request the
release thereof from the lien of this Indenture pursuant to Section
8.06. In connection therewith, the Issuer shall deliver to the
Trustee for deposit in the Bond Account an amount equal to the actual
principal balance of such Mortgage Loan plus accrued interest thereon
(without consideration of any Monthly Advances) to the date of such
deposit.

Section 8.05 Reports by Trustee to Bondholders; Access to Certain
Information.

On each Payment Date, the Trustee shall deliver the written report
required by Section 2.08(d) to Bondholders of record as of the related Record
Date (including the Clearing Agency, if any). Any Bondholder that does not
receive information through the Clearing Agency or a Clearing Agency
Participant may request that Trustee reports required to be delivered under
this Indenture be mailed directly to it by written request to the Trustee
(accompanied by verification of such Bondholder's ownership interest) at the
Trustee's Corporate Trust Office.

The Trustee shall make available at its Corporate Trust Office, during
normal business hours, for review by any Bondholder or any person identified to
the Trustee as a prospective Bondholder, originals or copies of the following
items: (a) the Indenture and any amendments thereto, (b) all Payment Date
Statements delivered to the Issuer since the Closing Date, (c) any Officers'
Certificates and any Officers' Certificate of the Servicer delivered to the
Trustee since the Closing Date as described in the Indenture, (d) any
Accountants' reports delivered to the Trustee since the Closing Date as
required under the Servicing Agreement, (e) any and all modifications, waivers
and amendments of the terms of a Mortgage Loan entered into by the Servicer and
delivered to the Trustee and (f) any and all Officers' Certificates of the
Servicer and other evidence delivered to the Trustee to support the Servicer's
determination that any Advance was not or, if made, would not be recoverable.
Copies of any and all of the foregoing items will be available from the Trustee
upon request; however, the Trustee will be permitted to require payment of a
sum sufficient to cover the reasonable costs and expenses of providing such
copies.

Section 8.06 Trust Estate Mortgage Files.

(a) The Trustee may, and when required by the provisions
of this Indenture shall, execute such instruments or powers of
attorney as are prepared and delivered to it by the Servicer to
release property from the lien of this Indenture, or convey the
Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No
party relying upon an instrument executed by the Trustee as provided
in this Article VIII shall be bound to ascertain the Trustee's
authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

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(b) Upon request of the Servicer accompanied by an
Officers' Certificate to the effect that a Mortgage Loan has been the
subject of a Full Prepayment (other than a prepayment pursuant to
clause (ii) of the definition of "Full Prepayment") and a release in a
form acceptable to the Trustee, the Trustee shall promptly release the
related Mortgage Files as the Servicer may request to evidence
satisfaction and discharge of such Mortgage Loan. In exchange for the
release of the Mortgage Files, the Servicer shall deliver to the
Trustee a trust receipt reasonably satisfactory to the Trustee and
signed by an officer of the Servicer. If such Mortgage Loan shall be
liquidated and the Trustee receives a certificate from the Servicer as
provided above, then, upon request of the Issuer, the Trustee shall
release the trust receipt to or upon the order of the Issuer.

(c) The Trustee shall, at such time as there are no Bonds
outstanding, release all of the Trust Estate to the Issuer (other than
any cash held for the payment of the Bonds pursuant to Section 3.03 or
4.02), subject, however, to the rights of the Trustee under Section
6.07.

Section 8.07 Amendment to Servicing Agreement.

The Trustee may, without the consent of any Holder, enter into or
consent to any amendment or supplement to the Servicing Agreement for the
purpose of increasing the obligations or duties of any party other than the
Trustee or the Holders of the Bonds. The Trustee may, in its discretion,
decline to enter into or consent to any such supplement or amendment: (i)
unless the Trustee receives an Opinion of Counsel that the position of the
Holders would not be materially adversely affected or (ii) if its own rights,
duties or immunities would be adversely affected.

Section 8.08 Delivery of the Mortgage Files Pursuant to Servicing
Agreement.

As is appropriate for the servicing or foreclosure of any Mortgage
Loan, the Trustee shall deliver to the Servicer of such Mortgage the Mortgage
Files for such Mortgage Loan upon receipt by the Trustee on or prior to the
date such release is to be made of:

(a) such Officers' Certificates as are required by the
Servicing Agreement; and

(b) a trust receipt in the form prescribed by the
Servicing Agreement, executed by the Servicer, providing that the
Servicer will hold or retain the Mortgage Files in trust for the
benefit of the Trustee and the Holders of Bonds.

Section 8.09 Records.

In order to facilitate the servicing of the Mortgage Loans by the
Servicer, the Issuer shall cause Servicer to retain certain records in
accordance with the provisions of the Servicing Agreement and this Indenture.

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Section 8.10 Servicer as Agent.

In order to facilitate the servicing of the Mortgage Loans by the
Servicer of such Mortgage Loans, the Servicer of the Mortgage Loans has been
appointed by the Issuer to retain, in accordance with the provisions of the
Servicing Agreement and this Indenture, all Remittances on such Mortgage Loans
prior to the time they are deposited into the Bond Account.

Section 8.11 Termination of Servicer.

If the Servicer materially breaches or fails to perform or observe any
obligations or conditions in the Servicing Agreement, the Trustee may terminate
the Servicer. The Trustee shall not terminate the Servicer without cause or
incur any termination fee unless such action can reasonably be expected to
benefit the Holders of the Bonds by increasing ultimate cash proceeds available
to discharge the Bonds. If the Trustee terminates the Servicer, the Trustee
shall pursuant to Section ____ of the Servicing Agreement assume the duties of
the Servicer or appoint a successor servicer acceptable to the Issuer and the
Rating Agency and meeting the requirements set forth in the Servicing
Agreement.

Section 8.12 Opinion of Counsel.

The Trustee shall be entitled to receive at least five Business Days'
notice of any action to be taken pursuant to Section 8.06(a) (other than in
connection with releases of Mortgage Loans that were the subject of a Full
Prepayment of the type described in clause (i) of the definition of the term
"Full Prepayment") and 8.07, accompanied by copies of any instruments involved,
and the Trustee shall be entitled to receive an Opinion of Independent Counsel,
in form and substance reasonably satisfactory to the 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. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Trustee in connection with any such action.

Section 8.13 Appointment of Custodians.

The Trustee may, at no additional cost to the Issuer, with the consent
of the Issuer, appoint one or more Custodians to hold all or a portion of the
Mortgage Files as agent for the Trustee. Each Custodian shall (i) be a
financial institution supervised and regulated by the Comptroller of the
Currency, the Board of Governors of the Federal Reserve System, the Office of
Thrift Supervision, or the Federal Deposit Insurance Corporation; (ii) have
combined capital and surplus of at least $10,000,000; (iii) be equipped with
secure, fireproof storage facilities, and have adequate controls on access to
assure the safety and security of the Mortgage Files; (iv) utilize in its
custodial function employees who are knowledgeable in the handling of mortgage
documents and of the functions of a mortgage document custodian; and (v)
satisfy any other reasonable requirements that the Issuer may from time to time
deem necessary to protect the

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interests of Bondholders in the Mortgage Files. Each Custodian shall be
subject to the same obligations and standard of care as would be imposed on the
Trustee hereunder assuming the Trustee retained the Mortgage Files directly.
The appointment of one or more Custodians shall not relieve the Trustee from
any of its obligations hereunder, and the Trustee shall remain responsible for
all acts and omissions of any Custodian. If the Servicer is appointed as a
Custodian in accordance with this Section 8.13, it shall fulfill its servicing
and custodial duties and obligations through separate departments and, if it
maintains a trust department, shall fulfill its custodial duties and
obligations through such trust department.

ARTICLE IX.
SUPPLEMENTAL INDENTURES

Section 9.01 Supplemental Indentures Without Consent of
Bondholders.

Without the consent of the Holders of any Bonds, the Issuer and the
Trustee, at any time and from time to time, may enter into one or more
indentures supplemental hereto, in form satisfactory to the Trustee, for any of
the following purposes:

(1) 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 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;

(2) to add to the conditions, limitations and
restrictions on the authorized amount, terms and purposes of the
issuance, authentication and delivery of any Bonds, as herein set
forth, additional conditions, limitations and restrictions thereafter
to be observed;

(3) to evidence the succession of another Person to the
Issuer, and the assumption by any such successor of the covenants of
the Issuer herein and in the Bonds contained;

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

(5) to cure any ambiguity, to correct or supplement any
provision herein that may be defective or inconsistent with any other
provision herein, or to amend any other provisions with respect to
matters or questions arising under this Indenture, which shall not be
inconsistent with the provisions of this Indenture, provided that such
action shall not adversely affect in any material respect the
interests of the Holders of the Bonds; and provided, further, that the
amendment shall not be deemed to adversely affect in any material
respect the interests of the Holders of the Bonds if the Person
requesting the

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amendment obtains a letter from the Rating Agency that the amendment
would not result in the downgrading or withdrawal of the ratings then
assigned to the Bonds;

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

Section 9.02 Supplemental Indentures With Consent of Bondholders.

With the consent of the Holders of Bonds representing not less than
two-thirds of the Bond Balance of all Outstanding Bonds by Act of said Holders
delivered to the Issuer and the Trustee, the Issuer and the Trustee may 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 Bonds under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Bond affected thereby:

(1) change the Stated Maturity of the final installment
of the principal of, or any installment of interest on, the Bonds or
reduce the principal amount thereof, the Bond Interest Rate thereon or
the Redemption Price with respect thereto, change the earliest date on
which any Bond may be redeemed at the option of the Issuer, change any
place of payment where, or the coin or currency in which, any Bond or
any interest thereon is payable, or impair the right to institute suit
for the enforcement of the payment of any installment of interest due
on any Bond on or after the Stated Maturity thereof or for the
enforcement of the payment of the entire remaining unpaid principal
amount of any Bond on or after the Stated Maturity of the final
installment of the principal thereof (or, in the case of redemption,
on or after the applicable Optional Redemption Date);

(2) reduce the percentage of the Bond Balance of the
Outstanding Bonds, 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 provisions of this
Indenture or Defaults hereunder and their consequences provided for in
this Indenture;

(3) modify any of the provisions of this Section, Section
5.13 or Section 5.17(b), except to increase any percentage specified
therein or to provide that certain other provisions of this Indenture
cannot be modified or waived without the consent of the Holder of each
Outstanding Bond affected thereby;

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

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(5) permit the creation of any lien other than the lien
of this Indenture with respect to any part of the Trust Estate (except
for Permitted Encumbrances) or terminate the lien of this Indenture on
any property at any time subject hereto or deprive the Holder of any
Bond of the security afforded by the lien of this Indenture;

(6) modify any of the provisions of this Indenture in
such manner as to affect the calculation of the Debt Service
Requirement for any Payment Date (including the calculation of any of
the individual components of such Debt Service Requirement) or to
affect rights of the Holders of the Bonds to the benefits of any
provisions for the mandatory redemption of Bonds contained herein; or

(7) incur any indebtedness, other than the Bonds, for
which the timing or amount of the payments on such indebtedness are in
part determined by the timing or amount of payments or projected
payments on assets in the Trust Estate or that would cause the Issuer
or the Trust Estate to be treated as a "taxable mortgage pool" within
the meaning of Code Section 7701(i).

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

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

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

Section 9.03 Execution of Supplemental Indentures.

In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and (subject to Section 6.01) 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 Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Trustee's own rights, duties or immunities under this Indenture or
otherwise.

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Section 9.04 Effect of Supplemental Indentures.

Upon the execution of any supplemental indenture under this Article,
this Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every
Holder of Bonds to which such supplemental indenture relates that have
theretofore been or thereafter are authenticated and delivered hereunder shall
be bound thereby.

Section 9.05 Conformity With Trust Indenture Act.

Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.

Section 9.06 Reference in Bonds to Supplemental Indentures.

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

Section 9.07 Amendments to Governing Documents.

The Trustee shall, upon Issuer Request, consent to any proposed
amendment to the Issuer's governing documents, or an amendment to or waiver of
any provision of any other document relating to the Issuer's governing
documents, such consent to be given without the necessity of obtaining the
consent of the Holders of any Bonds upon receipt by the Trustee of:

(i) an Opinion of Independent Counsel to the effect that
such amendment or waiver will not adversely affect the interests of
the Holders of the Bonds and that all conditions precedent to such
consent specified in this Section 9.07 have been satisfied;

(ii) an Officers' Certificate, to which such proposed
amendment or waiver shall be attached, stating that such attached copy
is a true copy of the proposed amendment or waiver and that all
conditions precedent to such consent specified in this Section 9.07
have been satisfied; and

(iii) written confirmation from the Rating Agency that the
implementation of the proposed amendment or waiver will not adversely
affect its rating of the Bonds.

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Notwithstanding the foregoing, the Trustee may decline to consent to a
proposed waiver or amendment that adversely affects its own rights, duties or
immunities under this Indenture or otherwise.

Nothing in this Section 9.07 shall be construed to require that any
Person obtain the consent of the Trustee to any amendment or waiver or any
provision of any document where the making of such amendment or the giving of
such waiver without obtaining the consent of the Trustee is not prohibited by
this Indenture or by the terms of the document that is the subject of the
proposed amendment or waiver.

ARTICLE X.
REDEMPTION OF BONDS

Section 10.01 Redemption.

(a) All the Bonds may be redeemed in whole, but not in
part, at the option of the Issuer, on each Optional Redemption Date at
the Redemption Price provided, however, that funds in an amount equal
to the Redemption Price must have been deposited with the Trustee
prior to the Trustee's giving notice of such redemption pursuant to
Section 10.02 or the Issuer shall have complied with the requirements
for satisfaction and discharge of the Bonds specified in Section 4.01.
If the Issuer shall elect to redeem the Bonds pursuant to this Section
10.01, it shall furnish notice of such election to the Trustee not
later than thirty (30) days prior to the Payment Date selected for
such redemption, whereupon all such Bonds shall be due and payable on
such Payment Date upon the furnishing of a notice pursuant to Section
10.02 to each Holder of such Bonds.

(b) Upon receipt of the notice from Issuer of its
election to redeem the Bonds pursuant to Section 10.01(a), the Trustee
shall prepare and deliver to the Issuer, no later than the related
Optional Redemption Date, a Payment Date Statement stating therein
that it has determined that the conditions to redemption at the option
of the Issuer have been satisfied and setting forth the amount, if
any, to be withdrawn from the Bond Account and paid to the Servicer as
reimbursement for Nonrecoverable Advances and such other information
as may be required to accomplish such redemption.

Section 10.02 Form of Redemption Notice.

Notice of redemption shall be given by the Trustee in the name of and
at the expense of the Issuer by first class mail, postage prepaid, mailed not
less than ten days prior to the Optional Redemption Date to each Holder of
Bonds to be redeemed, such Holders being determined as of the Record Date for
such Payment Date

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All notices of redemption shall state:

(1) the Optional Redemption Date;

(2) the Redemption Price at which the Bonds of such
Series will be redeemed,

(3) the fact of payment in full on such Bonds, the place
where such Bonds 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 3.02), and that no interest shall
accrue on such Bond for any period after the date fixed for
redemption.

Failure to give notice of redemption, or any defect therein, to any Holder of
any Bond selected for redemption shall not impair or affect the validity of the
redemption of any other Bond.

Section 10.03 Bonds Payable on Optional Redemption.

Notice of redemption having been given as provided in Section 10.02,
the Bonds to be redeemed shall, on the applicable Optional 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
such Redemption Price for any period after such Optional Redemption Date.

ARTICLE XI.
MISCELLANEOUS

Section 11.01 Compliance Certificates and Opinions.

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

(b) Every certificate, opinion or letter with respect to
compliance with a condition or covenant provided for in this Indenture,
including one furnished pursuant to specific requirements of this Indenture
relating to a particular application or request (other than certificates
provided pursuant to TIA Section 314(a)(4)) shall include and shall be deemed
to include (regardless of whether specifically stated therein) the following:

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(1) a statement that each individual signing such
certificate, opinion or letter has 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, opinion or letter are based;

(3) a statement that, in the opinion of each such
individual, he has made such examination or investigation as is
necessary to enable him 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 individual, such condition or covenant has been complied with.

Section 11.02 Form of Documents Delivered to Trustee.

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

Any certificate or opinion of the Issuer may be based, insofar as it
relates to legal matters, upon a certificate or opinion of, or representations
by, counsel, unless such officer knows, or in the exercise of reasonable care
should know, that the certificate or opinion or representations with respect to
the matters upon which his certificate or opinion is based are erroneous. Any
Opinion of Counsel may be based on the written opinion of other counsel, in
which event such Opinion of Counsel shall be accompanied by a copy of such
other counsel's opinion and shall include a statement to the effect that such
counsel believes that such counsel and the Trustee may reasonably rely upon the
opinion of such other counsel.

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.

Wherever in this Indenture, in connection with any application or
certificate or report to the 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,

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however, be construed to affect the Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Section 6.01(b)(2).

Whenever in this Indenture it is provided that the absence of the
occurrence and continuation of a Default or Event of Default is a condition
precedent to the taking of any action by the Trustee at the request or
direction of the Issuer, then, notwithstanding that the satisfaction of such
condition is a condition precedent to the Issuer's right to make such request
or direction, the Trustee shall be protected in acting in accordance with such
request or direction if it does not have knowledge of the occurrence and
continuation of such Default or Event of Default as provided in Section
6.01(d).

Section 11.03 Acts of Bondholders.

(a) Any request, demand, authorization, direction,
notice, consent, waiver or other action provided by this Indenture to
be given or taken by Bondholders may be embodied in and evidenced by
one or more instruments of substantially similar tenor signed by such
Bondholders in person or by an agent 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 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 Bondholders signing such instrument or instruments.
Proof of execution of any such instrument or of a writing appointing
any such agent shall be sufficient for any purpose of this Indenture
and (subject to Section 6.01) conclusive in favor of the Trustee and
the Issuer, if made in the manner provided in this Section.

(b) The fact and date of the execution by any Person of
any such instrument or writing may be proved by the affidavit of a
witness of such execution or by the certificate of any notary public
or other officer authorized by law to take acknowledgments of deeds,
certifying that the individual signing such instrument or writing
acknowledged to him the execution thereof. Whenever such execution is
by an officer of a corporation or a member of a partnership on behalf
of such corporation or partnership, such certificate or affidavit
shall also constitute sufficient proof of his authority.

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

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Section 11.04 Notices, etc. to Trustee and Issuer.

Any request, demand, authorization, direction, notice, consent, waiver
or Act of Bondholders or other documents provided or permitted by this
Indenture to be made upon, given or furnished to, or filed with:

(1) the Trustee by any Bondholder or by the Issuer shall
be sufficient for every purpose hereunder if made, given, furnished or
filed in writing to or with and received by the Trustee at its
Corporate Trust Office; or

(2) the Issuer by the Trustee or by any Bondholder shall
be sufficient for every purpose hereunder (except as provided in
Section 5.01(3) and (4)) if in writing and mailed, first-class postage
prepaid, to the Issuer addressed to it at 0000 Xxxxxxxx Xxxxxxxxx, Xxx
Xxxxxxx, Xxxxxxxxxx 00000, or at any other address previously
furnished in writing to the Trustee by the Issuer.

Section 11.05 Notices and Reports to Bondholders; Waiver of
Notices.

Where this Indenture provides for notice to Bondholders of any event
or the mailing of any report to Bondholders, such notice or report shall be
sufficiently given (unless otherwise herein expressly provided) if mailed,
first-class postage prepaid, to each Bondholder affected by such event or to
whom such report is required to be mailed, at the address of such Bondholder as
it appears on the Bond Register, not later than the latest date, and not
earlier than the earliest date, prescribed for the giving of such notice or the
mailing of such report. In any case where a notice or report to Bondholders is
mailed in the manner provided above, neither the failure to mail such notice or
report, nor any defect in any notice or report so mailed, to any particular
Bondholder shall affect the sufficiency of such notice or report with respect
to other Bondholders, and any notice or report that is mailed in the manner
herein provided shall be conclusively presumed to have been duly given or
provided.

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 Bondholders shall be filed with the Trustee, but
such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such 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 Bondholders 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 Trustee shall be deemed to be a
sufficient giving of such notice.

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Section 11.06 Rules by Trustee.

The Trustee may make reasonable rules for any meeting of Bondholders.

Section 11.07 Conflict With Trust Indenture Act.

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

Section 11.08 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 11.09 Successors and Assigns.

All covenants and agreements in this Indenture by the Issuer shall
bind its successors and assigns, whether so expressed or not.

Section 11.10 Separability.

In case any provision in this Indenture or in the Bonds 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 Bonds, expressed or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, any separate trustee or Co-trustee appointed under Section 6.14 and
the Bondholders, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

Section 11.12 Legal Holidays.

In any case where the date of any Payment Date, Optional Redemption
Date or any other date on which principal of or interest on any Bond is
proposed to be paid shall not be a Business Day, then (notwithstanding any
other provision of the Bonds 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 nominal date of any such Payment Date,
Optional Redemption Date or other date for the payment of principal of or
interest on any Bond and no interest shall accrue for the period from and after
any such nominal date, provided such payment is made in full on such next
succeeding Business Day.

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Section 11.13 Governing Law.

IN VIEW OF THE FACT THAT BONDHOLDERS ARE EXPECTED TO RESIDE IN MANY
STATES AND OUTSIDE THE UNITED STATES AND THE DESIRE TO ESTABLISH WITH CERTAINTY
THAT THIS INDENTURE WILL BE GOVERNED BY AND CONSTRUED AND INTERPRETED IN
ACCORDANCE WITH THE LAW OF A STATE HAVING A WELL-DEVELOPED BODY OF COMMERCIAL
AND FINANCIAL LAW RELEVANT TO TRANSACTIONS OF THE TYPE CONTEMPLATED HEREIN,
THIS INDENTURE AND EACH BOND SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED
BY THE LAWS OF THE STATE OF [CALIFORNIA] APPLICABLE TO AGREEMENTS MADE AND TO
BE PERFORMED THEREIN.

Section 11.14 Counterparts.

This instrument 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.

This Indenture is subject to recording in any appropriate public
recording offices, such recording to be effected by the Issuer and at its
expense in compliance with any Opinion of Counsel delivered pursuant to Section
2.11(c) or 3.06.

Section 11.16 Issuer Obligation.

No recourse may be taken, directly or indirectly, against any
organizer, the Issuer or the Trustee or of any predecessor or successor of the
Issuer or the Trustee with respect to the Issuer's obligations with respect to
the Bonds or the obligations of the Issuer or the Trustee under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith.

Section 11.17 Inspection.

The Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Trustee, during the Issuer's normal business hours, to
examine all of 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 Accountants selected by the Trustee, and to discuss its
affairs, finances and accounts with its officers, employees and Independent
Accountants (and by this provision the Issuer hereby authorizes its Accountants
to discuss with such representatives such affairs, finances and accounts), all
at such reasonable times and as often as may be reasonably requested. Any
expense incident to the exercise by the Trustee of any right under this Section
11.17 shall be borne by the Issuer.

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Section 11.18 Usury.

The amount of interest payable or paid on any Bond under the terms of
this Indenture shall be limited to an amount that shall not exceed the maximum
nonusurious rate of interest allowed by the applicable laws of the United
States or the State of California (whichever shall permit the higher rate),
that could lawfully be contracted for, charged or received (the "Highest Lawful
Rate"). In the event any payment of interest on any Bond exceeds the Highest
Lawful Rate, the Issuer stipulates that such excess amount will be deemed to
have been paid as a result of an error on the part of both the Trustee, acting
on behalf of the Holder of such Bond, and the Issuer, and the Holder receiving
such excess payment shall promptly, upon discovery of such error or upon notice
thereof from the Issuer or the Trustee, refund the amount of such excess or, at
the option of the Trustee, apply the excess to the payment of principal of such
Bond, if any, remaining unpaid. In addition, all sums paid or agreed to be
paid to the Trustee for the benefit of Holders of Bonds for the use,
forbearance or detention of money shall, to the extent permitted by applicable
law, be amortized, prorated, allocated and spread throughout the full term of
such Bonds.

*****

[SIGNATURES TO FOLLOW]

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

AAMES CAPITAL ACCEPTANCE CORP.

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

{Notarized}

BANKERS TRUST COMPANY OF CALIFORNIA, N.A.,
as Trustee

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

{Notarized}
95
SCHEDULE A

MORTGAGE LOAN SCHEDULE
96
EXHIBIT A

FORM OF BOND
97
[SPECIMEN]

Series 199__-__/Facing Page 1

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

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

THIS BOND IS A GLOBAL BOND REPRESENTING THE OWNERSHIP OF THE ENTIRE
CLASS OF SECURITIES REFERRED TO BELOW. REGISTRATION OF ANY TRANSFER OF
OWNERSHIP OF THIS BOND MAY BE MADE ONLY IN WHOLE AND ONLY TO AN ENTITY THAT IS
A "CLEARING CORPORATION" AS DEFINED IN SECTION 8-102(3) OF THE UNIFORM
COMMERCIAL CODE AS IN EFFECT IN THE STATE OF NEW YORK.

AAMES CAPITAL COMMERCIAL CORP.
ASSET-BACKED BONDS
SERIES 199__-__
DUE: ____________ __, ____
ACCRUAL DATE: ____________ __, 199__
ISSUE DATE: ____________ __, 199__
Bond Interest Rate ____%

$___________________ CUSIP NO. ___________
CERTIFICATE NUMBER 001

AAMES CAPITAL COMMERCIAL CORP., a corporation duly organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received hereby promises to pay to CEDE & CO. or
registered assigns, solely from proceeds of the Trust Estate as provided in the
Indenture, the principal sum of _____________________________
98
[SPECIMEN]

Series 199__-__/Facing Page 2

($__________) and interest on the unpaid principal amount thereof in monthly
installments on the ____________ day of each month or, if such day is not a
Business Day, on the next succeeding Business Day (each a "Payment Date"),
commencing in _____________ and ending on or before _________________ (the
"Stated Maturity" of such final installment of principal), each such
installment to be in the amount of (i) this Bond's entitlement from the Bond
Principal Payment Amount on the related Payment Date, and (ii) interest
(computed on the basis of a 360-day year of twelve 30-day months) accrued at
the per annum rate of ____% during the related Interest Accrual Period on the
Current Bond Balance, as of the Determination Date immediately following such
Interest Accrual Period.

Capitalized terms used in this Bond shall bear the same meaning as
ascribed thereto in the Indenture referred to on the reverse hereof.

This Bond is a non-recourse obligation of the Issuer. Principal of
and interest on this Bond are due and payable out of Available Funds on each
Payment Date as described in the Indenture. No amounts shall be due or payable
from the Issuer on any Payment Date except out of Available Funds, as described
more fully on the reverse hereof.

The principal of, and interest on, this Bond are payable in such coin
or currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the
Issuer with respect to this Bond shall be applied as set forth in the
Indenture. No interest shall accrue or be payable on any installment of
principal or interest which is not paid when and as due, except as provided in
the Indenture referred to on the reverse hereof.

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

99
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Series 199__-__/Facing Page 3

IN WITNESS WHEREOF, AAMES CAPITAL ACCEPTANCE CORP. has caused this
Bond to be duly executed this ____ day of ________, 199__.

AAMES CAPITAL ACCEPTANCE CORP.

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

Attest:

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

CERTIFICATE OF AUTHENTICATION

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

BANKERS TRUST OF CALIFORNIA, N.A., as Trustee

By:
----------------------------------------------

100

[SPECIMEN]
Series 199__-__/Reverse Page 1

This Bond is one of a duly authorized issue of non-recourse Bonds of
the Issuer, designated as its Asset-Backed Bonds, Series 199__-__ (herein
called the "Bonds"), issued or to be issued under the Issuer's Indenture dated
as of ________ __, 199__, (herein called the "Indenture") between the Issuer
and Bankers Trust Company of California, N.A., as trustee (the "Trustee", which
term includes any successor Trustee under the Indenture), to which Indenture
reference is hereby made for a statement of the respective rights thereunder of
the Issuer, the Trustee, and the Holders of the Bonds and the terms upon which
the Bonds are, and are to be, authenticated and delivered.

All terms used in this Bond which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.

This Bond does not purport to summarize the Indenture and reference
should be made to the Indenture for the interests, rights and limitations of
rights, benefits, obligations and duties of the Holders of the Bonds
thereunder, and the rights, duties and immunities of the Trustee.

Payments of interest and principal, if any, on the Bonds will be made
on each Payment Date, commencing in ___________ 199__ out of Available Funds on
such Payment Date in the manner and in accordance with the priorities provided
in the Indenture to the Holders of record on the Record Date preceding such
Payment Date. The "Interest Accrual Period" with respect to a Payment Date is
the one month period ending on the last day of the month preceding each Payment
Date.

The entire unpaid principal amount of the Bonds shall be due and
payable, if not then previously paid, on the Stated Maturity.

The Bonds are non-recourse obligations of the Issuer, as described in
the Indenture. The Issuer shall not be liable upon the indebtedness evidenced
by the Bonds except to the extent of all of the Trust Estate which constitutes
security for the payment of the Bonds. All payments of principal of and
interest on the Bonds shall be made only from Available Funds on each Payment
Date and the Trust Estate granted as security for the Bonds. Each Holder
hereof, by its acceptance of this Bond, agrees that it will have recourse
solely against such Trust Estate for payments on the Bonds and that (i) the
Issuer shall not otherwise be liable for any amounts payable under the Bonds
and (ii) neither the Issuer nor any of its agents, officers, directors,
employees or successors or assigns shall be liable for any amounts payable, or
performance due, under this Bond or the Indenture (except for amounts payable
solely from such Trust Estate).

If an Event of Default as defined in the Indenture shall occur and be
continuing, the Bonds may become or be declared due and payable in the manner
and with the effect provided in the Indenture. Following the acceleration of
the maturity of the Bonds, all amounts collected as proceeds of the Trust
Estate will be applied as described in the Indenture.
101
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Series 199__-__/Reverse Page 2

The Bonds are not prepayable or redeemable at the option or direction
of the Issuer except that the Bonds are subject to redemption in whole, but not
in part, at the option of the Issuer on any Payment Date on or after the
Payment Date on which the Bond Balance is less than ___% of the initial Bond
Balance. Any such redemption at the option of the Issuer shall be at a price
equal to 100% of the Current Bond Balance of the Bond to be so redeemed,
together with accrued interest and unpaid interest on such amount through the
last day of the month preceding the month in which such optional redemption
occurs.

As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Bond may be registered on the Bond
Register of the Issuer, upon surrender of this Bond for registration of
transfer at the office or agency designated by the Issuer pursuant to the
Indenture, duly endorsed by, or accompanied by a written instrument of transfer
in form satisfactory to the Trustee duly executed by the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Bonds of
authorized denominations and in the same aggregate initial principal amount,
will be issued to the designated transferee or transferees.

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

The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Bonds under the Indenture at any
time by the Issuer with the consent of the majority of the Holders of the Bonds
(with respect to the Bond Balance of all Bonds at the time Outstanding). The
Indenture also contains similar provisions permitting the majority of the
Holders of Bonds (with respect to the Bond Balance of the Bonds at the time
Outstanding) on behalf of the Holders of all the Bonds, to waive compliance by
the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by the
Holder, at the time of the giving thereof, of this Bond (or any one or more
Predecessor Bonds) shall be conclusive and binding upon such Holder and upon
all future holders of this Bond and of any Bond issued upon the registration of
transfer hereof or in exchange herefor or in lieu hereof whether or not
notation of such consent or waiver is made upon this Bond. The Indenture also
permits the Trustee to amend or waive certain terms and conditions set forth in
the Indenture without the consent of the Holders of the Bonds.

The Bonds are "Book Entry Bonds" which will be available to investors
only through the book entry facilities of The Depository Trust Company, and
Definitive Bonds will be available only under certain limited circumstances as
described in the Indenture.

102
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Series 199__-__/Reverse Page 3

AS PROVIDED IN THE INDENTURE, THIS BOND AND THE INDENTURE CREATING THE
BONDS SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE
STATE OF [CALIFORNIA] APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED
THEREIN.

103
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Series 199__-__/Reverse Page 4

ABBREVIATIONS

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

TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right
of survivorship and not as tenants
in common
UNIF GIFT MIN ACT - Custodian
----------

----------
(Cust)
(Minor)

under Uniform Gifts to Minors Act

------------------------------------------------
(State)

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

FOR VALUE RECEIVED, the undersigned hereby
sell(s), assign(s) and transfer(s) unto

PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING
NUMBER OF ASSIGNEE
-------------------------------

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

--------------------------------------------------
Please print or typewrite name and address
including postal zip code of assignee

the within Bond and all rights thereunder, hereby irrevocably constituting and
appointing _____________________________________ attorney to transfer said Bond
on the books of the Issuer, with full power of substitution in the premises.

Dated:
------------------- -------------------------------------------------------------------------
NOTICE: The signature to this assignment must correspond with the name
as written upon the face of the within instrument in every particular,
without alteration or enlargement or any change whatsoever
Authorized Signatory

104
EXHIBIT B

MORTGAGE LOAN CONVEYANCE AGREEMENT

105
EXHIBIT C

LETTER OF REPRESENTATIONS TO THE DEPOSITORY TRUST COMPANY

106
EXHIBIT D

TRUSTEE'S FINAL CERTIFICATION

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Table of Contents

INDENTURE BETWEEN

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