INDENTURE

Indenture Agreement

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FUND AMERICA INVESTORS CORP II

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Title: INDENTURE
Governing Law: New York Date: 9/10/2008

Exhibit 4.2

INDENTURE

Dated as of [_________]

Between

FUND AMERICA ABS TRUST 20[__]-HE[_]

(Issuer)

And

[____________]

(Indenture Trustee)

FUND AMERICA ABS TRUST 20[__]-HE[_]

TABLE OF CONTENTS

		Page

ARTICLE I DEFINITIONS		5
Section 1.1	Definitions	5
Section 1.2	Incorporation by Reference of Trust Indenture Act	12
Section 1.3	Rules of Construction	12
ARTICLE II THE NOTES		13
Section 2.1	Form	13
Section 2.2	Execution, Authentication, Delivery and Dating	13
Section 2.3	Registration; Registration of Transfer and Exchange	14
Section 2.4	Mutilated, Destroyed, Lost or Stolen Notes	15
Section 2.5	Persons Deemed Owner	16
Section 2.6	Payment of Principal and Interest Defaulted Interest	16
Section 2.7	Cancellation	17
Section 2.8	[Reserved]	17
Section 2.9	Release of Trust Estate	17
Section 2.10	Book-Entry Notes	17
Section 2.11	Notices to Clearing Agency	18
Section 2.12	Definitive Notes	18
Section 2.13	Tax Treatment	19
ARTICLE III COVENANTS		19
Section 3.1	Payment of Principal and Interest	19
Section 3.2	Maintenance of Office or Agency	19
Section 3.3	Money for Payments To Be Held in Trust	20
Section 3.4	Existence	21
Section 3.5	Protection of Trust Estate	21
Section 3.6	Annual Opinions as to the Trust Estate	22
Section 3.7	Performance of Obligations: Servicing of Mortgage Loans	22
Section 3.8	Negative Covenants	24
Section 3.9	Annual Statement as to Compliance	25
Section 3.10	Covenants of the Issuer (not Covenants of the Owner Trustee)	25
Section 3.11	Master Servicer’s Obligations	26
Section 3.12	Restricted Payments	26
Section 3.13	Treatment of Notes as Debt for All Purposes	26
Section 3.14	Notice of Events of Default	26
Section 3.15	Further Instruments and Acts	26
Section 3.16	Issuer May Consolidate, etc	26
Section 3.17	Successor or Transferee	28
Section 3.18	No Other Business	28
Section 3.19	No Borrowing	28
Section 3.20	Guarantees Loans Advances and Other Liabilities	28
Section 3.21	Capital Expenditures	29
Section 3.22	Validity of Notes	29

ARTICLE IV SATISFACTION AND DISCHAGE		30
Section 4.1	Satisfaction and Discharge of Indenture	30
Section 4.2	Application of Trust Money	31
Section 4.3	Subrogation and Cooperation	31
Section 4.4	Repayment of Moneys Held by Paying Agent	32
ARTICLE V REMEDIES		32
Section 5.1	Events of Default	32
Section 5.2	Acceleration of Maturity; Rescission and Annulment	34
Section 5.3	Collection of Indebtedness and Suits for Enforcement by Indenture Trustee	34
Section 5.4	Remedies; Priorities	37
Section 5.5	Optional Preservation of the Trust Estate	38
Section 5.6	Limitation of Suits	39
Section 5.7	Unconditional Rights of Noteholders To Receive Principal and Interest	39
Section 5.8	Restoration of Rights and Remedies	39
Section 5.9	Rights and Remedies Cumulative	39
Section 5.10	Delay or Omission Not a Waiver	40
Section 5.11	Control by Noteholders	40
Section 5.12	Waiver of Past Defaults	40
Section 5.13	Undertaking for Costs	41
Section 5.14	Waiver of Stay or Extension Laws	41
Section 5.15	Action on Notes	41
Section 5.16	Performance and Enforcement of Certain Obligations	41
ARTICLE VI THE INDENTURE TRUSTEE		42
Section 6.1	Duties of Indenture Trustee	42
Section 6.2	Rights of Indenture Trustee	44
Section 6.3	Individual Rights of Indenture Trustee	45
Section 6.4	Indenture Trustee’s Disclaimer	46
Section 6.5	Notice of Defaults	46
Section 6.6	Reports by Indenture Trustee to Holders	46
Section 6.7	Compensation and Indemnity	46
Section 6.8	Replacement of Indenture Trustee	47
Section 6.9	Successor Indenture Trustee by Merger	48
Section 6.10	Appointment of Co-Indenture Trustee or Separate Indenture Trustee	48
Section 6.11	Eligibility: Disqualification	50
Section 6.12	Preferential Collection of Claims Against Issuer	50
Section 6.13	Representations and Warranties	50
Section 6.14	Directions to Indenture Trustee	50
Section 6.15	Indenture Trustee To Act Solely with Consent of the Insurer	51
Section 6.16	Mortgage Loans, Trust Estate and Accounts Held for Benefit of the Insurer	51
ARTICLE VII NOTEHOLDERS’ LISTS AND REPORTS		51
Section 7.1	Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders	51
Section 7.2	Preservation of Information; Communications to Noteholders	51
Section 7.3	Reports by Issuer	52
Section 7.4	Reports by Indenture Trustee	52

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES		52
Section 8.1	Collection of Money	52
Section 8.2	Accounts, Distributions	53
Section 8.3	[Reserved]	53
Section 8.4	Master Servicer’s Monthly Statements	53
Section 8.5	[Reserved]	54
Section 8.6	Opinion of Counsel	54
ARTICLE IX SUPPLEMENTAL INDENTURES		54
Section 9.1	Supplemental Indentures Without Consent of Noteholders	54
Section 9.2	Supplemental Indentures with Consent of Noteholders	56
Section 9.3	Execution of Supplemental Indentures	57
Section 9.4	Effect of Supplemental Indenture	57
Section 9.5	Conformity with Trust Indenture Act	57
Section 9.6	Reference in Notes to Supplemental Indentures	57
ARTICLE X REDEMPTION OF NOTES		58
Section 10.1	Redemption	58
ARTICLE XI MISCELLANEOUS		58
Section 11.1	Compliance Certificates and Opinions, etc.	58
Section 11.2	Form of Documents Delivered to Indenture Trustee	59
Section 11.3	Acts of Noteholders	60
Section 11.4	Notices	61
Section 11.5	Notices to Noteholders, Waiver	62
Section 11.6	Rights of the Insurer to Exercise Rights of Noteholders	62
Section 11.7	Conflict with Trust Indenture Act	62
Section 11.8	Effect of Headings and Table of Contents	63
Section 11.9	Successors and Assigns	63
Section 11.10	Separability	63
Section 11.11	Benefits of Indenture	63
Section 11.12	Legal Holidays	63
Section 11.13	GOVERNING LAW	63
Section 11.14	Counterparts	63
Section 11.15	Recording of Indenture	63
Section 11.16	Trust Obligation	63
Section 11.17	No Petition	64
Section 11.18	Inspection	64
Section 11.19	Inconsistencies With the Sale and Servicing Agreement	64
Section 11.20	Third Party Beneficiaries	64

INDENTURE dated as of [_________] between Fund America ABS Trust 20[__]-HE[_], a Delaware statutory trust (the “Issuer”) and [____________], a [___________], as trustee and not in its individual capacity (the “Indenture Trustee”).

Each party agrees as follows for the benefit of the other party and for the equal and ratable benefit of the holders of the Issuer’s Fund America HELOC Notes, Series 20[__]-HE[_](the “Notes”) and the Insurer:

GRANTING CLAUSE

The issuer hereby Grants to the Indenture Trustee for the benefit of the Class A Noteholders and the Insurer, all of the Issuer’s right, title and interest, now owned or hereinafter acquired, in and to: (i) the Trust Estate; (ii) the Sale and Servicing Agreement and the Mortgage Loan Purchase Agreement with respect to the Mortgage Loans (including the Issuer’s right to cause the Seller to repurchase Mortgage Loans from the Issuer under certain circumstances described therein); (iii) all present and future claims, demands, causes of action and choses in action in respect of any or all of the foregoing and all payments on or under and all proceeds of every kind and nature whatsoever in respect of any or all of the foregoing, including all proceeds of the conversion thereof, voluntary or involuntary, into cash or other liquid property, all cash proceeds, accounts, accounts receivable, notes, drafts, acceptances, chattel paper, instruments, documents, checks, deposit accounts, investment property, insurance proceeds, condemnation awards, rights to payment of any and every kind and other forms of obligations and receivables, instruments and other property which at any time constitute all or part of or are included in the proceeds of any of the foregoing; (iv) the Collection Account, the Distribution Account and all funds and other property on deposit from time to time therein; (v) all other money, investments, investment property, accounts, general intangibles and other property of the Trust from time to time; and (vi) any and all proceeds of the foregoing (collectively the “Collateral”).

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

The Indenture Trustee, as Indenture Trustee on behalf of the holders of the Notes and the Insurer, acknowledges the foregoing Grant, accepts the trusts hereunder in good faith and without notice of any adverse claim or liens and agrees to perform its duties required in this Indenture to the best of its ability to the end that the interests of the holders of the Notes and the Insurer may be adequately and effectively protected. The Indenture Trustee further agrees and acknowledges that the documents listed in Section 2.01(b) of the Sale and Servicing Agreement for each Mortgage Loan will be held initially by the Seller as custodian and bailee and that each item of Collateral that is physically delivered to the Indenture Trustee will be held by the Indenture Trustee in the State of New York and/or the State of California.

ARTICLE I

DEFINITIONS

Section 1.1 Definitions .

(a) For all purposes of this Indenture, except as otherwise expressly provided herein or unless the context otherwise requires, capitalized terms not otherwise defined herein shall have the meanings assigned to such terms in the Sale and Servicing Agreement. All other capitalized terms used herein shall have the meanings specified herein.

Act : As specified in Section 11.3(a).

Administration Agreement : The Administration Agreement dated as of [_________], among the Administrator, the Issuer, the Indenture Trustee and the Seller.

Administrator : [____________], a [____________], in its capacity as administrator under the Administration Agreement, or any successor appointed in accordance with the terms of the Administration Agreement.

Affiliate : With respect to any Person, any other Person controlling, controlled by or under common control with a Person. For the purposes of this definition, “control” means the power to direct the management and policies of such Person, directly or indirectly, whether through the ownership of voting securities, by contract or otherwise and “controlling” and “controlled” shall have meanings correlative to the foregoing.

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

Book-Entry Note : Any Class A Note registered in the name of the Depository or its nominee, ownership of a security entitlement with respect to which is reflected on the books of the Depository or on the books of a Person maintaining an account with such Depository (directly or as an indirect participant in accordance with the rules of such Depository).

Business Day : As defined in the Sale and Servicing Agreement.

Certificate of Trust : The certificate of trust of the Issuer substantially in the form of Exhibit A to the Trust Agreement.

Class A Note : Any Class A Note executed by the Issuer and authenticated by the Indenture Trustee substantially in the form of Exhibit A hereto.

Class A Note Rate : As defined in the Sale and Servicing Agreement.

Clearing Agency : An organization registered as a “clearing agency” pursuant to Section 17A of the Exchange Act.

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

Closing Date : [_________].

Code : The Internal Revenue Code of 1986, as amended from time to time, and Treasury Regulations promulgated thereunder.

Collateral : As defined in the Granting Clause of this Indenture.

Commission : The Securities and Exchange Commission.

Corporate Trust Office : The principal office of the Indenture Trustee at which at any particular time its corporate trust business shall be administered, which office at date of execution of this Agreement is located at [____________], Attention: [______________], or at such other address as the Indenture Trustee may designate from time to time by notice to the Noteholders, the Issuer and the Insurer or the principal corporate trust office of any successor Indenture Trustee at the address designated by such successor Indenture Trustee by notice to the Noteholders, the Insurer, and the Issuer.

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

Definitive Notes : As specified in Article 11.

Depositor : Fund America Investors Corporation II, a Delaware corporation, in its capacity as depositor under the Sale and Servicing Agreement, and its successor in interest.

Depository Institution : Shall mean either (1) a depository institution or trust company (which may be the Indenture Trustee) organized under the laws of the United States or any one of the States thereof, including the District of Columbia (or any domestic branch of a foreign bank) which at all times (a) has a short-term unsecured debt rating of “P-1” by Moody’s, (b) has a short-term unsecured debt rating of “A-1” by Standard & Poor’s and (c) has its accounts fully insured by the FDIC or maintains trust accounts in a fiduciary capacity, or (2) any other institution that is acceptable to each Rating Agency; provided, however, that if such other institution does not satisfy the rating criteria set forth in clause (1), such other institution shall also be acceptable to the Insurer.

Distribution Account : The Distribution Account (as defined in the Sale and Servicing Agreement), established by the Indenture Trustee.

ERISA : The Employee Retirement Income Security Act of 1974, as amended. Event of Default: As defined in Section 5.1.

Exchange Act : The Securities Exchange Act of 1934, as amended.

Executive Officer : With respect to any corporation, the Chief Executive Officer, Chief operating officer, Chief Financial Officer, President, Executive Vice President, any Vice President, the Secretary or the Treasurer of such corporation; and with respect to any partnership, any general partner thereof.

Final Payment Date : With respect to any Class A Note, the Payment Date in [___________].

Grant : Means mortgage, pledge, bargain, warrant, alienate, remise, release, convey, assign, transfer, create, and grant a lien upon and a security interest in and right of set off against, deposit, set over and confirm pursuant to this Indenture. A Grant of the Collateral shall include all rights, powers and options (but none of the obligations) of the granting party thereunder, including the

immediate and continuing right to claim for, collect, receive and give receipt for principal and interest payments in respect of the Collateral and all other moneys payable thereunder, to give and receive notices and other communications, to make waivers or other agreements, to exercise all rights and options, to bring Proceedings in the name of the granting party or otherwise, and generally to do and receive anything that the granting party is or may be. entitled to do or receive thereunder or with respect thereto.

Holder or Noteholder : The Person in whose name a Class A Note is registered on the Note Register.

Indenture Trustee : [____________], a [__________], as Indenture Trustee under this Indenture, or any successor Indenture Trustee appointed pursuant to the terms of this Indenture.

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

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

Insurance and Indemnity Agreement : As defined in the Sale and Servicing Agreement. Insurer: As defined in the Sale and Servicing Agreement.

Insurer Default : As defined in the Sale and Servicing Agreement.

Interest Period : As defined in the Sale and Servicing Agreement.

Issuer : Fund America ABS Trust 20[__]-HE[_] until a successor replaces it in accordance with the terms of the Transaction Documents and, thereafter, means the successor.

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

LIBOR : As defined in the Sale and Servicing Agreement.

LIBOR Business Day : As defined in the Sale and Servicing Agreement.

Moody’s : Moody’s Investors Service, Inc., or any successor thereto.

Master Servicer : [_________________], in its capacity as master servicer under the Sale and Servicing Agreement, or any Successor Master Servicer appointed in accordance with the terms of the Sale and Servicing Agreement.

Mortgage Loan Schedule : With respect to the Cut-Off Date, the schedule of Mortgage Loans constituting assets of the Trust. The Mortgage Loan Schedule is the schedule set forth herein as

Schedule A, which schedule sets forth as to each Mortgage Loan: (i) the Cut-Off Date Principal Balance, (ii) the account number, (iii) the Credit Limit, (iv) the CLTV as of the date of the origination of the related Mortgage Loan, (v) occupancy and loan purpose, (vi) the Loan Rate as of the Cut-Off Date, (vii) the Margin, (viii) the type of property, (ix) the debt-to-income ratio, and (x) the FICO score. Terms used in this definition and not defined in this Indenture have the meanings assigned thereto in the Sale and Servicing Agreement and if not defined in the Sale and Servicing Agreement, the meanings assigned thereto in the Mortgage Loan Purchase Agreement.

Note : A Class A Note.

Note Depository Agreement : The agreement dated [_________], among the Issuer, the Indenture Trustee and The Depository Trust Company, as the initial Clearing Agency, relating to the Book-Entry Notes.

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

Note Register and Note Registrar : Each as defined in Article II.

Obligations : The Mortgage Loans.

Officer’s Certificate : A certificate signed by any Authorized Officer of the Issuer, under the circumstances described in, and otherwise complying with, the applicable requirements of Section 11.1 herein, and delivered to the Indenture Trustee. Unless otherwise specified, any reference in this Indenture to an Officer’s Certificate shall be to an Officer’s Certificate of any Authorized Officer of the Issuer.

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

Outstanding : With respect to any Class A Note and as of the date of determination, any Class A Note theretofore authenticated and delivered under this Indenture except:

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

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

(iii) Class A Notes in exchange for or in lieu of which other Class A Notes have been authenticated and delivered pursuant to this Indenture unless proof

satisfactory to the Indenture Trustee is presented that any such Class A Notes are held by a protected purchaser; and

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

provided, however, in determining whether the Holders of the requisite Outstanding Amount of the Class A Notes have given any request, demand, authorization, direction, notice, consent, or waiver hereunder or under any Transaction Document, Class A Notes owned by the Issuer, any other obligor upon the Class A Notes, the Depositor, the Transferor or any Affiliate of any of the foregoing persons shall be disregarded and deemed not to be Outstanding, except that, in determining whether the Indenture Trustee shall be protected in relying upon any such request, demand, authorization, direction, notice, consent, or waiver, only Class A Notes that a Responsible Officer of the Indenture Trustee knows to be so owned shall be so disregarded and provided further that for purposes of determining the Insurer’s subrogation rights, a Class A Note shall be deemed Outstanding to the extent of any payment made by the Insurer that has not been reimbursed. Class A Notes so owned that have been pledged in good faith may be regarded as Outstanding if the pledgee establishes to the satisfaction of the Indenture Trustee the pledgee’s right so to act with respect to such Class A Notes and that the pledgee is not the Issuer, any other obligor upon the Class A Notes, the Transferor or any Affiliate of any of the foregoing Persons.

Outstanding Amount : The aggregate principal amount of all Class A Notes Outstanding at the date of determination.

Owner Trustee : [____________], a [____________], not in its individual capacity but solely as Owner Trustee under the Trust Agreement.

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

Payment Date : The 25th day of each month or, if such day is not a Business Day, then the next Business Day, beginning in [________].

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

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

Proceeding : Any suit inequity, action at law or other judicial or administrative proceeding.

Rating Agency Condition : With respect to certain actions requiring prior Rating Agency consent, that each Rating Agency shall have been given 10 days (or such shorter period as is acceptable to each Rating Agency) prior notice thereof and that each of the Rating Agencies shall

have notified the Issuer, the Master Servicer, the Indenture Trustee and the Insurer in writing that such action will not result in a reduction or withdrawal of the then current rating of the Class A Notes without regard to the Insurance Policy.

Rating Agency : Either of (i) Moody’s or (ii) Standard & Poor’s. If no such organization or successor is any longer in existence, “Rating Agency” shall be a nationally recognized statistical rating organization or other comparable person designated by the Master Servicer and the insurer, notice of which designation shall have been given to the Indenture Trustee.

Record Date : As defined in the Sale and Servicing Agreement.

Redemption Date : In the case of a redemption of the Class A Notes pursuant to Section 10.1, the Payment Date specified by the Indenture Trustee pursuant to Section 10.1.

Registered Holder : The Person in whose name a Class A Note is registered on the Note Register on the applicable Record Date.

Responsible Officer : As defined in the Sale and Servicing Agreement.

Sale and Servicing Agreement : The Sale and Servicing Agreement dated as of [_________], among the Seller, the Depositor, the Issuer, the Master Servicer and the Indenture Trustee.

Securities Act : The Securities Act of 1933, as amended.

Standard & Poor’s : Standard & Poor’s Ratings Services, a division of The McGraw Hill Companies, Inc.

State : Any one of the 50 States of the United States of America or the District of Columbia.

Successor Master Servicer : As defined in Section 3.7(e) hereof.

Transaction Documents : As defined in the Sale and Servicing Agreement.

Transferor : As defined in the Trust Agreement.

Trust : The Issuer.

Trust Estate : The assets subject to the Sale and Servicing Agreement, the Mortgage Loan Purchase Agreement, the Trust Agreement and the lien and security interest of this Indenture, which assets consist of: (i) each Mortgage Loan and the related Mortgage File, including its Principal Balance (including all Additional Balances resulting from Draws made pursuant to the related Mortgage Note prior to the termination of the Trust) and all collections in respect of interest and principal received after the Cut-Off Date; (ii) property that secured a Mortgage Loan that has become REO Property; (iii) the Seller’s rights under any insurance policies maintained by the Mortgagors or the Master Servicer in respect of the Mortgage Loans (including any Insurance Proceeds); (iv) such other assets as shall from time to time be identified as on deposit in the Collection Account and Distribution Account in accordance with the Sale and Servicing Agreement; (v) the Depositor’s rights under the Mortgage Loan Purchase Agreement; (vi) the insurance Policy and the proceeds of any draw thereunder; (vii) any proceeds of any of the foregoing (i) through (vi); and (viii) all other assets included or to be included in the Trust for the benefit of Noteholders and the Insurer. In addition, on or prior to the Closing Date, the Seller shall cause the Insurer to deliver the Insurance Policy to the Indenture Trustee for the benefit of the Noteholders. Terms used in this definition and

not defined in this Indenture have the meanings assigned thereto in the Sale and Servicing Agreement.

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

UCC : Unless the context otherwise requires, the Uniform Commercial Code, as in effect in the relevant jurisdiction from time to time.

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

Commission : The Securities and Exchange Commission.

indenture securities : The Class A Notes.

indenture security holder : A Noteholder.

indenture to be qualified : This Indenture.

indenture trustee or institutional trustee : The Indenture Trustee.

obligor : On the indenture securities means the Issuer and any other obligor on the indenture securities.

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

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

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

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

(iii) “or” is not exclusive;

(iv) “including” means including without limitation;

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

(vi) any agreement, instrument or statute defined or referred to herein or in any instrument or certificate delivered in connection herewith means such agreement, instrument or statute as from time to time amended, modified or supplemented (as provided in such agreements) and includes (in the case of agreements or instruments) references to all attachments thereto and instruments

incorporated therein; references to a Person are also to its permitted successors and assigns.

ARTICLE II

THE NOTES

Section 2.1 Form . The Class A Notes shall be designated as the “Fund America ABS Trust 20[__]-HE[_], Fund America HELOC Notes, Series 20[__]-HE[_]”. Each Class A Note shall be in substantially the form set forth in Exhibit A with such appropriate insertions, omissions, substitutions and other variations as are required or permitted by this Indenture, and may have such letters, numbers or other marks of identification and such legends or endorsements placed thereon as may, consistently herewith, be determined by the officers executing such Class A Notes, as evidenced by their execution thereof. Any portion of the text of any Class A Note may be set forth on the reverse thereof, with an appropriate reference thereto on the face of such Class A Note.

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

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

Section 2.2 Execution, Authentication, Delivery and Dating . The Class A Notes shall be executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee. The signature of any such Authorized Officer on the Notes may be manual or facsimile.

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

The Indenture Trustee shall upon receipt of an Issuer Order, authenticate and deliver the Class A Notes for original issue in the principal amount equal to $[___________]. The aggregate principal amount of the Class A Notes outstanding at any time may not exceed such amount.

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

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

Note shall be conclusive evidence, and the only evidence, that such Class A Note has been duly authenticated and delivered hereunder.

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

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

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

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

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

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

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

By acquiring a Class A Note, each purchaser and transferee shall be deemed to represent and warrant that either (a) it is not acquiring the Class A Note with the plan assets of an “employee benefit plan” as defined in Section 3(3) of ERISA, whether or not subject to Title I of ERISA, or a “plan” as defined in Section 4975(e)(1) of the Code whether or not subject to Section 4975 of the Code, or any entity deemed to hold the “plan assets” of the foregoing; or (b) the acquisition and holding of the Class A Note will not give rise to a non-exempt prohibited transaction under Section 406(a) of ERISA or Section 4975 of the Code which is not eligible for exemptive relief under Prohibited Transaction Class Exemption (“ PTCE”) 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60, PTCE 96-23 or a similar prohibited transaction exemption and does not cause a non-exempt violation of any substantially similar laws.

Section 2.4 Mutilated, Destroyed, Lost or Stolen Notes .

(i) any mutilated Class A Note is surrendered to the Indenture Trustee, or the Indenture Trustee receives evidence to its satisfaction of the destruction, loss or theft of any Class A Note, and

(ii) there is delivered to the Indenture Trustee such security or indemnity as may be reasonably required by it to hold the Issuer and the Indenture Trustee harmless,

then, in the absence of notice to the Issuer, the Note Registrar or the Indenture Trustee that such Class A Note has been acquired by a protected purchaser, an Authorized Officer of the Owner Trustee shall execute, and upon request the Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of any such mutilated, destroyed, lost or stolen Class A Note, a replacement Class A Note; provided, however, that if any such destroyed, lost or stolen Class A Note, but not a mutilated Class A Note, shall have become or within seven days shall be due and payable, or shall have been called for redemption, instead of issuing a replacement Class A Note, the Issuer may pay such destroyed, lost or stolen Class A Note when so due or payable or upon the Redemption Date without surrender thereof. If, after the delivery of such replacement. Class A Note or payment of a destroyed, lost or stolen Class A Note pursuant to the proviso to the preceding sentence, a protected purchaser of the original Class A Note in lieu of which such replacement Class A Note was issued presents for payment such original Class A Note, the Issuer and the Indenture Trustee shall be entitled to recover such replacement Class A Note (or such payment) from the Person to whom it was delivered or any Person taking such replacement Class A Note from such Person to whom such replacement Class A Note was delivered or any assignee of such Person, except a protected purchaser, and shall be entitled to recover upon the security or indemnity provided therefor to the extent of any loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in connection therewith. The calculation of Insured Payments shall be made without regard to the issuance of any replacement Class A Note.

Upon the issuance of any replacement Class A Note under this Section 2.4, the Issuer may require the payment by the Holder of such Class A Note of a sum sufficient to cover any tax or other governmental charge that may be imposed in relation thereto and any other reasonable expenses (including the fees and expenses of the Indenture Trustee) connected therewith.

Every replacement Class A Note issued pursuant to this Section 2.4 in replacement of any mutilated, destroyed, lost or stolen Class A Note shall constitute an original additional contractual obligation of the Issuer, whether or not the mutilated, destroyed, lost or stolen Class A Note shall be at any time enforceable by anyone, and shall be entitled to all the benefits of this Indenture equally and proportionately with any and all other Class A Notes duly issued hereunder.

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

Section 2.5 Persons Deemed Owner . Prior to due presentment for registration of transfer of any Class A Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the Indenture Trustee may treat the Person in whose name any Class A Note is registered (as of the day of determination) as the owner of such Class A Note for the purpose of receiving payments of principal of and interest on, if any, such Class A Note and for all other purposes whatsoever, whether or not such Class A Note be overdue, and none of the Issuer, the Indenture Trustee or any agent of the Issuer or the Indenture Trustee shall be affected by notice to the contrary.

Section 2.6 Payment of Principal and Interest Defaulted Interest .

(a) Each Class A Note shall accrue interest at the Class A Note Rate and such interest shall be payable on each Payment Date as specified in Exhibit A hereto, subject to Section 3.1 hereof. Any installment of interest or principal, if any, payable on any Class A Note that is punctually paid or duly provided for by the Issuer on the applicable Payment Date shall be paid to the Person in whose name such Class A Note (or one or more Predecessor Notes) is registered on the Record Date in the manner set forth in Section 5.01(c) of the Sale and Servicing Agreement.

(b) The principal of each Class A Note shall be payable in installments on each Payment Date as provided in the forms of the Class A Notes set forth in Exhibit A hereto. Notwithstanding the foregoing, the entire unpaid principal amount of the Class A Notes shall be due and payable, if not previously paid, on the earliest of (i) the Final Payment Date, (ii) the Redemption Date or (iii) the date on which an Event of Default shall have occurred and be continuing, if the Class A Notes shall have been declared or otherwise shall become immediately due and payable in the manner provided in Section 5.2 below. All principal payments on the Class A Notes shall be in the manner set forth in the Sale and Servicing Agreement. The Indenture Trustee shall notify the Person in whose name a Class A Note is registered at the close of business on the Record Date preceding the Payment Date on which the Issuer expects that the final installment of principal of and interest on such Class A Note will be paid. Such notice shall be mailed or transmitted by facsimile prior to such Final Payment Date and shall specify that such final installment

will be payable only upon presentation and surrender of such Class A Note and shall specify the place where such Class A Note may be presented and surrendered for payment of such installment. Notices in connection with redemptions of Class A Notes shall be mailed to Noteholders and the Insurer as provided in Section 8.01 of the Sale and Servicing Agreement.

Section 2.7 Cancellation . All Class A Notes surrendered for payment, registration of transfer, exchange or redemption shall, if surrendered to any Person other than the Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may at any time deliver to the Indenture Trustee for cancellation any Class A Notes previously authenticated and delivered hereunder which the Issuer may have acquired in any manner whatsoever, and all Class A Notes so delivered shall be promptly canceled by the Indenture Trustee. No Class A Notes shall be authenticated in lieu of or in exchange for any Class A Notes canceled as provided in this Section, except as expressly permitted by this Indenture. All canceled Class A Notes may be held or disposed of by the Indenture Trustee in accordance with its standard retention or disposal policy as in effect at the time unless the Issuer shall direct by an Issuer Order that they be destroyed or returned to it; provided, that such Issuer Order is timely and the Class A Notes have not been previously disposed of by the Indenture Trustee.

Section 2.8 [Reserved].

Section 2.9 Release of Trust Estate .

(a) Except as otherwise provided in subsections (b) and (c) of this Section 2.9 and Section 11.1 hereof and the terms of the Transaction Documents, the Indenture Trustee shall release property from the lien of this Indenture only upon consent of the Insurer and receipt of an Issuer Request accompanied by an Officer’s Certificate, an Opinion of Counsel and Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to the effect that the TIA does not require any such Independent Certificates.

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

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

Section 2.10 Book-Entry Notes . The Class A Notes, upon original issuance, will be issued in the form of typewritten Class A Notes representing the Book-Entry Notes, to be delivered to The Depository Trust Company, the initial Clearing Agency or its custodian, by, or on behalf of, the Issuer. The Book-Entry Notes shall be registered initially on the Note Register

in the name of Cede & Co., the nominee of the initial Clearing Agency, and no Note Owner thereof will receive a definitive Class A Note representing such Note Owner’s interest in such Class A Note, except as provided in Section 2.12 below. Unless and until definitive, fully registered Class A Notes (the “Definitive Notes”) have been issued to such Note Owners pursuant to Section 2.12 below:

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

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

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

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

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

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

Section 2.12 Definitive Notes . If (i) the Clearing Agency or the Issuer advises the Indenture Trustee in writing that the Clearing Agency is no longer willing or able to properly discharge its responsibilities with respect to the Book Entry Notes and the Clearing Agency or the Issuer is unable to locate a qualified successor, (ii) the Issuer at its option advises the Indenture Trustee in writing that it elects to terminate the book entry system through the Clearing Agency or (iii) after the occurrence of an Event of Default, Note Owners of security entitlements representing beneficial interests aggregating at least a majority of the Outstanding Amount of

such Class A Notes advise the Clearing Agency in writing that the continuation of a book entry system through the Clearing Agency is no longer in the best interests of such Note Owners, then the Clearing Agency shall notify all Note Owners and the Indenture Trustee of the occurrence of such event and of the availability of Definitive Notes to Note Owners requesting the same. Upon surrender to the Indenture Trustee of the typewritten Class A Notes representing the Book Entry Notes by the Clearing Agency, accompanied by registration instructions, the Issuer shall execute and the Indenture Trustee shall authenticate the Definitive Notes in accordance with theinstructions of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee shall be liable for any delay in delivery of such instructions and may conclusively rely on, and shall be protected in relying on, such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee and the Note Registrar shall recognize the Holders of the Definitive Notes as Noteholders.

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

ARTICLE III

COVENANTS

Section 3.1 Payment of Principal and Interest . The Issuer will duly and punctually pay (or will cause to be duly and punctually paid) the principal of and interest on the Class A Notes in accordance with the terms of the Class A Notes and this Indenture. Without limiting the foregoing, the Indenture Trustee shall, pursuant to Section 5.01 of the Sale and Servicing Agreement, distribute all amounts on deposit in the Distribution Account on each Payment Date deposited therein pursuant to the Sale and Servicing Agreement, and held therein for distribution to the Noteholders and the Insurer for the benefit of such Noteholders and the Insurer. Amounts properly withheld under the Code by any Person from a payment to any Noteholder of interest and/or principal shall be considered as having been paid by the Issuer to such Noteholder for all purposes of this Indenture.

The Class A Notes 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. The Issuer shall not otherwise be liable for payments on the Class A Notes. If any other provision of this Indenture shall be deemed to conflict with the provisions of this Section 3.1, the provisions of this Section 3.1 shall control.

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

or served at the Corporate Trust Office, and the Issuer hereby appoints the Indenture Trustee as its agent to receive all such surrenders, notices and demands.

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

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

The Issuer will cause each Paying Agent to execute and deliver to the Indenture Trustee an instrument in which such Paying Agent shall agree with the Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that such Paying Agent will:

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

(ii) give the Indenture Trustee and the Insurer notice of any default by the issuer (or any other obligor upon the Class A Notes) (such notice to be given within three Business Days) of which it has actual knowledge in the making of any payment required to be made with respect to the Class A Notes;

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

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

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

The Issuer may at any time, for the purpose of obtaining the satisfaction and discharge of this Indenture or for any other purpose, by Issuer Order direct any Paying Agent to pay to the

Indenture Trustee all sums held in trust by such Paying Agent, such sums to be held by the Indenture Trustee upon the same terms as those upon which the sums were held by such Paying Agent; and upon such payment by any Paying Agent to the Indenture Trustee, such Paying Agent shall be released from all further liability with respect to such money.

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

Section 3.4 Existence .

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

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

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

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

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

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

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

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

Section 3.6 Annual Opinions as to the Trust Estate . Within 90 days after the Issuer’s fiscal year end, beginning with the year [___], the Issuer shall furnish to the Indenture Trustee and the Insurer an Opinion of Counsel either stating that, in the opinion of such counsel, such action has been taken with respect to the recording, filing, rerecording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and with respect to the execution and filing of any financing statements and continuation statements as is necessary to maintain perfection of 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 the perfection of such lien and security interest. Such Opinion of Counsel shall also describe the recording, filing, re-recording and re-filing of this Indenture, any indentures supplemental hereto and any other requisite documents and the execution and filing of any financing statements and continuation statements that will, in the opinion of such counsel, be required to maintain perfection of the lien and security interest of this Indenture.

Section 3.7 Performance of Obligations: Servicing of Mortgage Loans .

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

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

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

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

(e) Subject to the terms of the Sale and Servicing Agreement, as promptly as possible after the giving of notice of termination to the Master Servicer of the Master Servicer’s rights and powers pursuant to Section 8.01 of the Sale and Servicing Agreement, a successor servicer (the “Successor Master Servicer”) shall be appointed pursuant to Section 7.02 of the Sale and Servicing Agreement. If the Indenture Trustee shall succeed to the Master Servicer’s duties as servicer of the Mortgage Loans as provided therein, it shall do so in its individual capacity and not in its capacity as Indenture Trustee and, accordingly, the provisions of Article VI hereof shall be inapplicable to the Indenture Trustee in its duties as successor Master Servicer and the servicing of the Mortgage Loans, but rather the provisions of the Sale and Servicing Agreement shall be applicable. In case the Indenture Trustee shall become successor Master Servicer under the Sale and Servicing Agreement, the Indenture Trustee shall be entitled to appoint as Successor Master Servicer any one of its Affiliates reasonably acceptable to the Insurer.

(f) Without derogating from the absolute nature of the assignment granted to the Indenture Trustee under this Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees (i) that it will not, without the prior written consent of the Indenture Trustee (acting at the direction of the holders of at least 51% of the Outstanding Amount of the Class A Notes) and the Insurer (which consent shall not be unreasonably withheld), amend, modify, waive, supplement, terminate or surrender, or agree to any amendment, modification, supplement, termination, waiver or surrender of, the terms of the Trust Estate (except to the extent otherwise provided in the Sale and Servicing Agreement or the other Transaction Documents), or waive timely performance or observance by the Master Servicer or the Seller under the Sale and Servicing Agreement; and (ii) that any such amendment shall not (A) increase or reduce in any manner the amount of, or accelerate or delay the timing of, distributions that are required to be made for the benefit of the Noteholders or (B) reduce the percentage of the Class A Notes, set forth in Section 9.2, that is required to consent to any such amendment, without the consent of the Holders of all the outstanding Class A Notes. If any such amendment, modification, supplement or waiver shall be so consented to by the Indenture Trustee (acting at the direction of the holders of at least 51% of the Outstanding Amount of the Class A Notes) and the Insurer, the Issuer agrees, promptly following a request by the Indenture Trustee or the Insurer to do so, to execute and deliver, in its own name and at its own expense, such agreements, instruments, consents and other documents as the Indenture Trustee or the Insurer may deem necessary or appropriate in the circumstances.

Section 3.8 Negative Covenants . So long as any Class A Notes are Outstanding, the Issuer shall not, unless the Insurer otherwise consents in writing:

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

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

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

(d) issue debt obligations under any other indenture;

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

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

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

(h) change its name, the location of its chief executive office, the jurisdiction of its formation, or the type of entity it is, unless it has first (A) taken all actions, including the making of all filings under the UCC as in effect in all applicable jurisdictions, as are necessary to maintain and continue the first-priority perfected security interest of the Indenture Trustee in the Collateral, and (B) delivered to the Indenture Trustee and the Insurer an Opinion of Counsel acceptable to the Indenture Trustee and the Insurer that the

Issuer has made all filings or taken such actions under the UCC as are necessary to maintain and continue the first-priority perfected security interest of the Indenture Trustee in the Collateral; or

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

Section 3.9 Annual Statement as to Compliance . The Issuer will deliver to the Indenture Trustee and the Insurer, no later than March 15 ^th of each year (commencing with the fiscal year [___]), an Officer’s Certificate stating, as to the Authorized Officer signing such Officer’s Certificate, that:

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

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

Section 3.10 Covenants of the Issuer (not Covenants of the Owner Trustee) . All covenants of the Issuer in this Indenture are covenants of the Issuer and are not covenants of the Owner Trustee. The Owner Trustee is, and any successor Owner Trustee under the Trust Agreement will be, executing this Indenture solely as Owner Trustee under the Trust Agreement and not in its respective individual capacity, and in no case whatsoever shall the Owner Trustee or any such successor Owner Trustee be personally liable on, or for any loss in respect of, any of the statements, representations, warranties or obligations of the Issuer hereunder, as to all of which the parties hereto agree to look solely to the property of the Issuer.

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

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

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

Section 3.13 Treatment of Notes as Debt for All Purposes . The Issuer shall treat the Class A Notes as indebtedness for all purposes.

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

Section 3.15 Further Instruments and Acts . Upon request of the Indenture Trustee or the insurer, the Issuer will execute and deliver such further instruments and do such further acts as may be reasonably necessary or proper to carry out more effectively the purpose of this Indenture.

Section 3.16 Issuer May Consolidate, etc .

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

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

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

(iii) the Insurer shall have consented in writing (which consent shall not be unreasonably withheld) thereto and each Rating Agency shall have notified the Issuer that such transaction will not cause a reduction or withdrawal by a Rating Agency of its then current rating of the Class A Notes, without regard to the Insurance Policy;

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

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

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

(b) The Issuer shall not convey or transfer its properties or assets, substantially as an entirety, to any Person, unless:

(i) (A) the Person that acquires by conveyance or transfer the properties and assets of the Issuer, the conveyance or transfer of which is hereby restricted, (1) is a United States citizen or a Person organized and existing under the laws of the United States of America or any State, (2) expressly assumes, by an indenture supplemental hereto, executed and delivered to the Indenture Trustee and the Insurer, in form satisfactory to the Insurer, the due and punctual payment of the principal of and interest on all Class A Notes and the performance or observance of every agreement and covenant of this Indenture on the part of the Issuer to be performed or observed, all as provided herein, (3) expressly agrees by means of such supplemental indenture that all right, title and interest so conveyed or transferred shall be subject and subordinate to the rights of Holders of the Class A Notes and the Insurer, (4) unless otherwise provided in such supplemental indenture, expressly agrees to indemnify, defend and hold harmless the Issuer and the Insurer against and from any loss, liability or expense arising under or related to this Indenture and the Class A Notes and (5) expressly agrees by means of such supplemental indenture that such Person (or if a group of Persons, then one specified Person) shall make all filings with the Commission (and any other appropriate Person) required by the Exchange Act in connection with the Class A Notes;

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

(C) the Insurer shall have consented thereto, and each Rating Agency shall have notified the Issuer that such transaction will not cause a

reduction or withdrawal by a Rating Agency of its then current rating of the Class A Notes, without regard to the Insurance Policy;

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

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

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

(ii) such conveyance or transfer is made in connection with a termination pursuant to Section 8.01(b) of the Sale and Servicing Agreement.

Section 3.17 Successor or Transferee .

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

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

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

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

Section 3.20 Guarantees Loans Advances and Other Liabilities . Except as contemplated by this Indenture or the other Transaction Documents, the Issuer shall not make any loan or advance or credit to, or guarantee (directly or indirectly or by an instrument having

the effect of assuring another’s payment or performance on any obligation or capability of so doing or otherwise), endorse or otherwise become contingently liable, directly or indirectly, in connection with the obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or agree contingently to do so) any stock, obligations, assets or securities of, or any other interest in, or make any capital contribution to, any other Person.

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

Section 3.22 Validity of Notes .

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

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

(c) The Issuer represents and warrants that the Issuer has caused or will have caused, within ten days, the filing of all appropriate financing statements in the proper filing office in the appropriate jurisdictions under applicable law in order to perfect the security interest in the Collateral granted to the Indenture Trustee hereunder.

(d) The Issuer represents and warrants that other than the security interest Granted to the Indenture Trustee pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted a security interest in, or otherwise conveyed any of the Collateral. The Issuer has not authorized the filing of and is not aware of any financing statements against the Issuer that include a description of the Collateral other than any financing statement relating to the security interest Granted to the Indenture Trustee hereunder or that has been terminated. The Issuer is not aware of any judgment or tax lien filings against the Issuer.

(e) The Issuer represents and warrants that the Custodian on behalf of the Issuer has in its possession all original copies of the Mortgage Notes that constitute or evidence the Mortgage Loans. The Mortgage Notes that constitute or evidence the Mortgage Loans do not have any marks or notations indicating that they have been pledged, assigned or otherwise conveyed to any Person other than the Indenture Trustee. All financing statements filed or to be filed against the Issuer in favor of the Indenture Trustee in connection herewith describing the Collateral contain a statement to the following effect: “A purchase of or security interest in any collateral described in this financing statement will violate the rights of the Indenture Trustee.”

(f) The Issuer represents and warrants that the Mortgage Notes constitute either “instruments” or “general intangibles” within the meaning of the applicable UCC.

(g) The Issuer represents and warrants that the Issuer is duly authorized under applicable law and the Trust Agreement to create and issue the Class A Notes, to execute

and deliver this Indenture, the other documents referred to herein to which it is a party and deliver all instruments included in the Collateral which it has delivered hereunder, and that all corporate action and governmental consents, authorizations and approvals necessary or required therefor have been duly and effectively taken or obtained. The Class A Notes, when issued, will be, and .this Indenture and such other documents are, valid and legally binding obligations of the Issuer enforceable in accordance with their terms.

(h) [Reserved].

(i) The Issuer represents and warrants that the Indenture is duly qualified under the 1939 Act and that the Issuer is not required to be registered as an “investment company” under the 1940 Act.

Such representations and warranties shall survive the discharge of this Indenture and may not be waived.

ARTICLE IV

SATISFACTION AND DISCHAGE

Section 4.1 Satisfaction and Discharge of Indenture . Subject to and in accordance with section 8.01 of the Sale and Servicing Agreement, this Indenture shall cease to be of further effect with respect to the Class A Notes (except as to (i) rights of registration of transfer and exchange, (ii) substitution of mutilated, destroyed, lost or stolen Class A Notes, (iii) rights of Noteholders to receive payments of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8, 3.10 and 11.17, (v) the rights, obligations and immunities of the Indenture Trustee hereunder (including the rights of the Indenture Trustee under Section 6.7 below and the obligations of the Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as beneficiaries hereof with respect to the property so deposited with the Indenture Trustee payable to all or any of them), and the Indenture Trustee, on demand of and at the expense of the Issue

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