Exhibit 4.2
                                                               CONFORMED COPY











                                  INDENTURE



                                   between



                          PREMIER AUTO TRUST 1998-3,
                                  as Issuer



                                     and



                     THE FIRST NATIONAL BANK OF CHICAGO,
                             as Indenture Trustee



                           Dated as of May 1, 1998









                                      1

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                              TABLE OF CONTENTS
                              -----------------
                                                                        Page
                                                                        ----

        ARTICLE I

                  Definitions and Incorporation by Reference

SECTION 1.01.   Definitions..............................................  2
SECTION 1.02.   Incorporation by Reference of Trust Indenture Act........  8
SECTION 1.03.   Rules of Construction....................................  9

        ARTICLE II

                                  The Notes

SECTION 2.01.   Form.....................................................  9
SECTION 2.02.   Execution, Authentication and Delivery................... 10
SECTION 2.03.   Temporary Notes.......................................... 10
SECTION 2.04.   [Reserved]............................................... 11
SECTION 2.05.   Registration; Registration of Transfer and Exchange...... 11
SECTION 2.06.   Mutilated, Destroyed, Lost or Stolen Notes............... 12
SECTION 2.07.   Persons Deemed Owner..................................... 13
SECTION 2.08.   Payment of Principal and Interest; Defaulted Interest.... 13
SECTION 2.09.   Cancellation............................................. 14
SECTION 2.10.   Release of Collateral.................................... 14
SECTION 2.11.   Book-Entry Notes......................................... 14
SECTION 2.12.   Notices to Clearing Agency............................... 15
SECTION 2.13.   Definitive Notes......................................... 15
SECTION 2.14.   Tax Treatment............................................ 16

        ARTICLE III

                                  Covenants

SECTION 3.01.   Payment of Principal and Interest........................ 16
SECTION 3.02.   Maintenance of Office or Agency.......................... 16
SECTION 3.03.   Money for Payments To Be Held in Trust................... 16
SECTION 3.04.   Existence................................................ 18
SECTION 3.05.   Protection of Trust Estate............................... 18
SECTION 3.06.   Opinions as to Trust Estate.............................. 18
SECTION 3.07.   Performance of Obligations; Servicing of Receivables..... 19
SECTION 3.08.   Negative Covenants....................................... 21
SECTION 3.09.   Annual Statement as to Compliance........................ 21
SECTION 3.10.   Issuer May Consolidate, etc., Only on Certain Terms...... 22
SECTION 3.11.   Successor or Transferee.................................. 23
SECTION 3.12.   No Other Business........................................ 23
SECTION 3.13.   No Borrowing............................................. 23
SECTION 3.14.   Servicer's Obligations................................... 23
SECTION 3.15.   Guarantees, Loans, Advances and Other Liabilities........ 23

SECTION 3.16.   Capital Expenditures..................................... 24
SECTION 3.17.   Removal of Administrator................................. 24
SECTION 3.18.   Restricted Payments...................................... 24
SECTION 3.19.   Notice of Events of Default.............................. 24
SECTION 3.20.   Further Instruments and Acts............................. 24

        ARTICLE IV

                                      i

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                          Satisfaction and Discharge

SECTION 4.01.   Satisfaction and Discharge of Indenture.................. 24
SECTION 4.02.   Application of Trust Money............................... 25
SECTION 4.03.   Repayment of Moneys Held by Paying Agent................. 26

                                  ARTICLE V

                                   Remedies

SECTION 5.01.   Events of Default........................................ 26
SECTION 5.02.   Acceleration of Maturity; Rescission and Annulment....... 27
SECTION 5.03.   Collection of Indebtedness and Suits for Enforcement 
                 by Indenture Trustee.....................................28
SECTION 5.04.   Remedies; Priorities..................................... 30
SECTION 5.05.   Optional Preservation of the Receivables................. 31
SECTION 5.06.   Limitation of Suits...................................... 32
SECTION 5.07.   Unconditional Rights of Noteholders To Receive 
                 Principal and Interest.................................. 32
SECTION 5.08.   Restoration of Rights and Remedies....................... 33
SECTION 5.09.   Rights and Remedies Cumulative........................... 33
SECTION 5.10.   Delay or Omission Not a Waiver........................... 33
SECTION 5.11.   Control by Noteholders................................... 33
SECTION 5.12.   Waiver of Past Defaults.................................. 34
SECTION 5.13.   Undertaking for Costs.................................... 34
SECTION 5.14.   Waiver of Stay or Extension Laws......................... 34
SECTION 5.15.   Action on Notes.......................................... 34
SECTION 5.16.   Performance and Enforcement of Certain Obligations....... 35

        ARTICLE VI

                            The Indenture Trustee

SECTION 6.01.   Duties of Indenture Trustee.............................. 35
SECTION 6.02.   Rights of Indenture Trustee.............................. 36
SECTION 6.03.   Individual Rights of Indenture Trustee................... 37
SECTION 6.04.   Indenture Trustee's Disclaimer........................... 37
SECTION 6.05.   Notice of Defaults....................................... 37
SECTION 6.06.   Reports by Indenture Trustee to Holders.................. 37
SECTION 6.07.   Compensation and Indemnity............................... 37
SECTION 6.08.   Replacement of Indenture Trustee......................... 38

SECTION 6.09.   Successor Indenture Trustee by Merger.................... 39
SECTION 6.10.   Appointment of Co-Indenture Trustee or Separate 
                Indenture Trustee........................................ 39
SECTION 6.11.   Eligibility; Disqualification............................ 40
SECTION 6.12.   Preferential Collection of Claims Against Issuer......... 40
SECTION 6.13.   Pennsylvania Motor Vehicle Sales Finance Act Licenses.... 41

        ARTICLE VII

                        Noteholders' Lists and Reports

SECTION 7.01.   Issuer To Furnish Indenture Trustee Names and Addresses
                 of Noteholders.......................................... 41
SECTION 7.02.   Preservation of Information; Communications to 
                 Noteholders............................................. 41
SECTION 7.03.   Reports by Issuer........................................ 41
SECTION 7.04.   Reports by Indenture Trustee............................. 42

        ARTICLE VIII

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                     Accounts, Disbursements and Releases

SECTION 8.01.   Collection of Money...................................... 42
SECTION 8.02.   Trust Accounts........................................... 42
SECTION 8.03.   General Provisions Regarding Accounts.................... 43
SECTION 8.04.   Release of Trust Estate.................................. 44
SECTION 8.05.   Opinion of Counsel....................................... 45

        ARTICLE IX

                           Supplemental Indentures

SECTION 9.01.  Supplemental Indentures Without Consent of Noteholders.... 45
SECTION 9.02.  Supplemental Indentures with Consent of Noteholders....... 46
SECTION 9.03.  Execution of Supplemental Indentures...................... 47
SECTION 9.04.  Effect of Supplemental Indenture.......................... 48
SECTION 9.05.  Conformity with Trust Indenture Act....................... 48
SECTION 9.06.  Reference in Notes to Supplemental Indentures............. 48

        ARTICLE X

                             Redemption of Notes

SECTION 10.01.  Redemption............................................... 48
SECTION 10.02.  Form of Redemption Notice................................ 48
SECTION 10.03.  Notes Payable on Redemption Date......................... 49

        ARTICLE XI

                                Miscellaneous

SECTION 11.01.  Compliance Certificates and Opinions, etc................ 49
SECTION 11.02.  Form of Documents Delivered to Indenture Trustee......... 51
SECTION 11.03.  Acts of Noteholders...................................... 51
SECTION 11.04.  Notices, etc., to Indenture Trustee, Issuer and 
                 Rating Agencies......................................... 52
SECTION 11.05.  Notices to Noteholders; Waiver........................... 53
SECTION 11.06.  Alternate Payment and Notice Provisions.................. 53
SECTION 11.07.  Conflict with Trust Indenture Act........................ 53
SECTION 11.08.  Effect of Headings and Table of Contents................. 54
SECTION 11.09.  Successors and Assigns................................... 54
SECTION 11.10.  Separability............................................. 54
SECTION 11.11.  Benefits of Indenture.................................... 54
SECTION 11.12.  Legal Holidays........................................... 54
SECTION 11.13.  GOVERNING LAW............................................ 54
SECTION 11.14.  Counterparts............................................. 54
SECTION 11.15.  Recording of Indenture................................... 54
SECTION 11.16.  Trust Obligation......................................... 54
SECTION 11.17.  No Petition.............................................. 55
SECTION 11.18.  Inspection............................................... 55


SCHEDULE A     -      Schedule of Receivables

EXHIBIT A-1           -      Form of Class A-1 Note
EXHIBIT A-2           -      Form of Class A-2 Note
EXHIBIT A-3           -      Form of Class A-3 Note

                                     iii

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EXHIBIT A-4           -      Form of Class A-4 Note
EXHIBIT A-5           -      Form of Class B Note
EXHIBIT B             -      Form of Note Depository Agreement

                                     iv

<PAGE>

      INDENTURE dated as of May 1, 1998, between PREMIER AUTO TRUST 1998-3, a
Delaware business trust (the "Issuer"), and THE FIRST NATIONAL BANK OF
CHICAGO, a national banking association, as trustee and not in its individual
capacity (the "Indenture Trustee").

      Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Class A-1 5.62%
Asset Backed Notes (the "Class A-1 Notes"), Class A-2 5.82% Asset Backed
Notes (the "Class A-2 Notes"), Class A-3 5.88% Asset Backed Notes (the "Class
A-3 Notes"), Class A-4 5.96% Asset Backed Notes (the "Class A-4 Notes" and,
together with the Class A-1 Notes, the Class A-2 Notes and Class A-3 Notes,
the "Class A Notes") and Class B 6.14% Asset Backed Notes (the "Class B
Notes" and, together with the Class A Notes, the "Notes"):

                               GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee at the Closing Date,
as Indenture Trustee for the benefit of the Holders of the Notes, all of the
Issuer's right, title and interest in and to (a) the Receivables and all
moneys received thereon on and after May 15, 1998; (b) the security interests
in the Financed Vehicles granted by Obligors pursuant to the Receivables and
any other interest of the Issuer in such Financed Vehicles; (c) any proceeds
with respect to the Receivables from claims on any physical damage, credit
life or disability insurance policies covering Financed Vehicles or Obligors;
(d) any proceeds with respect to the Receivables from recourse to Dealers
thereon with respect to which the Servicer has determined in accordance with
its customary servicing procedures that eventual payment in full is unlikely;
(e) any Financed Vehicle that shall have secured a Receivable and that shall
have been acquired by or on behalf of the Seller, the Servicer, the Company
or the Issuer; (f) all funds on deposit from time to time in the Trust
Accounts, including the Reserve Account Initial Deposit, and in all
investments and proceeds thereof (including all income thereon); (g) the Sale
and Servicing Agreement (including the Issuer's right to cause the Seller to
repurchase Receivables from the Issuer under certain circumstances described
therein); and (h) all present and future claims, demands, causes of action
and chooses in action in respect of any or all of the foregoing and all
payments on or under and all proceeds of every kind and nature whatsoever in
respect of any or all of the foregoing, including all proceeds of the
conversion thereof, voluntary or involuntary, into cash or other liquid
property, all cash proceeds, accounts, accounts receivable, notes, drafts,
acceptances, chattel paper, checks, deposit accounts, insurance proceeds,
condemnation awards, rights to payment of any and every kind and other forms
of obligations and receivables, instruments and other property which at any
time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

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

      The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trusts under this Indenture
in accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability to the end that
the interests of the Holders of the Notes may be adequately and effectively
protected.


                                  ARTICLE I

                  Definitions and Incorporation by Reference

      SECTION 1.01.(a) Definitions. Except as otherwise specified herein or
as the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture.

      "Act" has the meaning specified in Section 11.03(a).

      "Administration Agreement" means the Administration Agreement dated as
of May 1, 1998, among the Administrator, the Issuer and the Indenture
Trustee.

      "Administrator" means Chrysler Financial Corporation, a Michigan
corporation, or any successor Administrator under the Administration
Agreement.



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

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

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

      "Book-Entry Notes" means a beneficial interest in the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.11.

      "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in The City of New York are
authorized or obligated by law, regulation or executive order to remain
closed.

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

      "Class A Notes" means the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes and Class A-4 Notes.

      "Class A-1 Interest Accrual Period" means the period from and including
the most recent Distribution Date on which interest has been paid (or, in the
case of the first Distribution Date, the Closing Date) to but excluding the
following Distribution Date.

      "Class A-1 Interest Rate" means 5.62% per annum (computed on the basis
of the actual number of days in the Class A-1 Interest Accrual Period divided
by 360).

      "Class A-1 Notes" means the Class A-1 5.62% Asset Backed Notes,
substantially in the form of Exhibit A-1.

      "Class A-2 Interest Rate" means 5.82% per annum (computed on the basis
of a 360-day year consisting of twelve 30-day months).

      "Class A-2 Notes" means the Class A-2 5.82% Asset Backed Notes,
substantially in the form of Exhibit A-2.

      "Class A-3 Interest Rate" means 5.88% per annum (computed on the basis
of a 360 day year consisting of twelve 30-day months).

      "Class A-3 Notes" means the Class A-3 5.88% Asset Backed Notes,
substantially in the form of Exhibit A-3.

      "Class A-4 Interest Rate" means 5.96% per annum (computed on the basis
of a 360-day year consisting of twelve 30-day months).

      "Class A-4 Notes" means the Class A-4 5.96% Asset Backed Notes,
substantially in the form of Exhibit A-4.

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

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      "Class B Notes" means the Class B 6.14% Asset Backed Notes,
substantially in the form of Exhibit A-5.

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

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

      "Closing Date" means June 2, 1998.

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

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

      "Company" means Premier Receivables L.L.C., a Michigan limited
liability company, any successor in interest and any transferee of the Rights
(as defined in the Purchase Agreement) that becomes such transferee in
accordance with Section 5.06 of the Purchase Agreement.

      "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Agreement is
located at One First National Plaza, Suite 0126, Chicago, Illinois 60670,
Attention: Corporate Trust Services Division, or at such other address as the
Indenture Trustee may designate from time to time by notice to the
Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee at the address designated by such successor
Indenture Trustee by notice to the Noteholders and the Issuer.

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

      "Definitive Notes" has the meaning specified in Section 2.11.

      "Event of Default" has the meaning specified in Section 5.01.

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

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

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

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

      "Indenture Trustee" means The First National Bank of Chicago, a
national banking association, as Indenture Trustee under this Indenture, or
any successor Indenture Trustee under this Indenture.

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

      "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, made
by an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and
such opinion or certificate shall state that the signer has read the
definition of "Independent" in this Indenture and that the signer is
Independent within the meaning thereof.

      "Interest Accrual Period" means, with respect to any Distribution Date
and the Notes, other than the Class A-1 Notes, the period from and including
the eighth day of the month preceding the month of such Distribution Date
(or, in the case of the first Distribution Date, the Closing Date) to and
including the seventh day of the month of such Distribution Date.

      "Interest Rate" means the Class A-1 Interest Rate, the Class A-2
Interest Rate, the Class A-3 Interest Rate, the Class A-4 Interest Rate or
the Class B Interest Rate.

      "Issuer" means Premier Auto Trust 1998-3 until a successor replaces it
and, thereafter, means the successor and, for purposes of any provision
contained herein and required by the TIA, each other obligor on the Notes.

      "Issuer Order" or "Issuer Request" means 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.

     "Notes" means Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class
A-4 Notes or Class B Notes.

      "Note Depository Agreement" means the agreement dated June 2, 1998,
among the Issuer, the Administrator, the Indenture Trustee and The Depository
Trust Company, as the initial Clearing Agency, relating to the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and the
Class B Notes, substantially in the form of Exhibit B.

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

     "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.05.

      "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, 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" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be an employee
of or counsel to the Issuer and who shall be satisfactory to the Indenture
Trustee, and which opinion or opinions shall be addressed to the Indenture
Trustee as Indenture Trustee, shall comply with any applicable requirements
of Section 11.01 and shall be in form and substance satisfactory to the
Indenture Trustee.

      "Outstanding" means, as of the date of determination, all Notes
theretofore authenticated and delivered under this Indenture except:

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

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<PAGE>

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

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

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

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

      "Owner Trustee" means Chase Manhattan Bank Delaware, not in its
individual capacity but solely as Owner Trustee under the Trust Agreement, or
any successor Owner Trustee under the Trust Agreement.

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

      "Payment Date" means a Distribution Date.

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

      "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

      "Purchase Agreement" means the Purchase Agreement dated as of May 1,
1998, between the Seller and the Company.

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

      "Rating Agency" means Moody's Investor's Service ("Moody's") and
Standard & Poor's Ratings Services ("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 Issuer, notice of which designation shall
be given to the Indenture Trustee, the Owner Trustee and the Servicer. Any
notice required to be given to a Rating Agency pursuant to this Agreement
shall also be given to Fitch IBCA, Inc. and Duff & Phelps 

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<PAGE>

Credit Rating Co., although, except as set forth above, neither shall be
deemed to be a Rating Agency for any purposes of this Agreement.

      "Record Date" means, with respect to a Distribution Date or Redemption
Date, the close of business on the day immediately preceding such
Distribution Date or Redemption Date or, if Definitive Notes have been issued
pursuant to Section 2.13, the 15th day of the preceding month.

      "Redemption Date" means, in the case of a redemption of the Notes
pursuant to Section 10.01, the Distribution Date specified by the Servicer or
the Issuer pursuant to Section 10.01.

      "Redemption Price" means in connection with a redemption of the Notes
pursuant to Section 10.01, an amount equal to the unpaid principal amount of
the Notes redeemed plus accrued and unpaid interest thereon at the weighted
average of the Interest Rates for each Class of Notes being so redeemed to
but excluding the Redemption Date.

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

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

      "Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of May 1, 1998, between the Issuer and Chrysler Financial
Corporation, as Seller and Servicer.

      "Schedule of Receivables" means the list of the Receivables set forth
in Schedule A (which Schedule may be in the form of microfiche).

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

      "Seller" means Chrysler Financial Corporation, in its capacity as
seller under the Sale and Servicing Agreement, and its successor in interest.

      "Servicer" means Chrysler Financial Corporation, in its capacity as
servicer under the Sale and Servicing Agreement, and any Successor Servicer
thereunder.

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

      "Successor Servicer" has the meaning specified in Section 3.07(e).

      "Telerate Page 3750" means the page so designated on the Dow Jones
Telerate Service or such other page as may replace that page on that service,
or such other service as may be nominated as the information vendor, for the
purpose of displaying London interbank offered rates of major banks.

      "Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest
of this Indenture for the benefit of the Noteholders (including, without
limitation, all property and interests Granted to the Indenture Trustee),
including all proceeds thereof.

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

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

                                      6

<PAGE>

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

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

       "Commission" means the Securities and Exchange Commission.

       "indenture securities" means the Notes.

       "indenture security holder" means a Noteholder.

       "indenture to be qualified" means this Indenture.

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

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

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

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

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

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

      (iii) "or" is not exclusive;

       (iv) "including" means including without limitation;

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

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


                                  ARTICLE II

                                  The Notes

       SECTION 2.01. Form. The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case
together with the Indenture Trustee's certificate of authentication, shall be
in substantially the form set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3,
Exhibit A-4 and Exhibit A-5, respectively, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any
Note may be set forth on the reverse thereof, with an appropriate reference
thereto on the face of the Note.

                                      7

<PAGE>

       The definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

       Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit A-1, Exhibit A-2, Exhibit A-3, Exhibit A-4 and
Exhibit A-5 are part of the terms of this Indenture.

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

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

       The Indenture Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$300,000,000, Class A-2 Notes for original issue in an aggregate principal
amount of $510,000,000, Class A-3 Notes for original issue in an aggregate
principal amount of $370,000,000, Class A-4 Notes for original issue in an
aggregate principal amount of $311,875,000 and Class B Notes for original
issue in an aggregate principal amount of $58,125,000. The aggregate
principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class
A-4 Notes and Class B Notes outstanding at any time may not exceed such
respective amounts except as provided in Section 2.06.

       Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $1,000
and in integral multiples thereof.

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

       SECTION 2.03. Temporary Notes. Pending the preparation of definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that are
printed, lithographed, typewritten, mimeographed or otherwise produced, of
the tenor of the definitive Notes in lieu of which they are issued and with
such variations not inconsistent with the terms of this Indenture as the
officers executing such Notes may determine, as evidenced by their execution
of such Notes.

       If temporary Notes are issued, the Issuer shall cause definitive Notes
to be prepared without unreasonable delay. After the preparation of
definitive Notes, the temporary Notes shall be exchangeable for definitive
Notes upon surrender of the temporary Notes at the office or agency of the
Issuer to be maintained as provided in Section 3.02, without charge to the
Holder. Upon surrender for cancellation of any one or more temporary Notes,
the Issuer shall execute, and the Indenture Trustee shall authenticate and
deliver in exchange therefor, a like principal amount of definitive Notes of
authorized denominations. Until so exchanged, the temporary Notes shall in
all respects be entitled to the same benefits under this Indenture as
definitive Notes.

       SECTION 2.04. [Reserved]

       SECTION 2.05. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which the
Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee initially shall be the "Note
Registrar" for the purpose of registering Notes and transfers of Notes as
herein provided. Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an
appointment, assume the duties of Note Registrar.

       If a Person other than the Indenture Trustee is appointed by the
Issuer as Note Registrar, the Issuer will give the Indenture Trustee prompt
written notice of the appointment of such Note Registrar and of the location,
and any change in the location, of the Note Register, and the Indenture
Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof, and the Indenture Trustee shall have the
right to rely upon a certificate 

                                      8

<PAGE>

executed on behalf of the Note Registrar by an Executive Officer thereof as
to the names and addresses of the Holders of the Notes and the principal
amounts and number of such Notes.

       Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(a) of the UCC are met the Issuer shall execute,
and the Indenture Trustee shall authenticate and the Noteholder shall obtain
from the Indenture Trustee, in the name of the designated transferee or
transferees, one or more new Notes of the same Class in any authorized
denominations, of a like aggregate principal amount.

       At the option of the Holder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(a) of the UCC are met the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes which the Noteholder making the exchange is
entitled to receive.

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

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

       No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed
in connection with any registration of transfer or exchange of Notes, other
than exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.

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

       SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, and provided that the requirements of Section 8-405 and
8-406 of the UCC are met, the Issuer shall execute, and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note of
the same Class; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven days shall
be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer and the Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or
expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

       Upon the issuance of any replacement Note under this Section, the
Issuer may require the payment by the Holder of such Note of a sum sufficient
to cover any tax or other governmental charge that may be imposed in relation


                                      9
<PAGE>

thereto and any other reasonable expenses (including the fees and expenses of
the Indenture Trustee) connected therewith.

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

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

       SECTION 2.07. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in
whose name any Note is registered (as of the day of determination) as the
owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever, whether
or not such Note be overdue, and none of the Issuer, the Indenture Trustee or
any agent of the Issuer or the Indenture Trustee shall be affected by notice
to the contrary.

       SECTION 2.08. Payment of Principal and Interest; Defaulted Interest.
(a) The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class
A-4 Notes and the Class B Notes shall accrue interest at the Class A-1
Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the
Class A-4 Interest Rate and the Class B Interest Rate, respectively, as set
forth in Exhibits A-1, A-2, A-3, A-4 and A-5, respectively, and such interest
shall be payable on each Distribution Date as specified therein, subject to
Section 3.01. Any installment of interest or principal payable on a Note that
is punctually paid or duly provided for by the Issuer on the applicable
Distribution Date shall be paid to the Person in whose name such Note (or one
or more Predecessor Notes) is registered on the Record Date by check mailed
first-class postage prepaid to such Person's address as it appears on the
Note Register on such Record Date, except that, unless Definitive Notes have
been issued pursuant to Section 2.13, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially,
such nominee to be Cede & Co.), payment will be made by wire transfer in
immediately available funds to the account designated by such nominee and
except for the final installment of principal payable with respect to such
Note on a Distribution Date or on the applicable class final scheduled
Distribution Date (and except for the Redemption Price for any Note called
for redemption pursuant to Section 10.01) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.03.

       (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in the forms of the Notes set forth in
Exhibits A-1, A-2, A-3, A-4 and A-5. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and be continuing, if the Indenture Trustee or Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Notes
have declared the Notes to be immediately due and payable in the manner
provided in Section 5.02. All principal payments on each Class of Notes shall
be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered
at the close of business on the Record Date preceding the Distribution Date
on which the Issuer expects that the final installment of principal of and
interest on such Note will be paid. Such notice shall be mailed or
transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in
connection with redemptions of Notes shall be mailed to Noteholders as
provided in Section 10.02.

       (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) at the applicable Interest Rate in any lawful manner.
The Issuer may pay such defaulted interest to the persons who are Noteholders
on a subsequent special record date, which date shall be at least five
Business Days prior to the payment date. The Issuer shall fix or cause to be
fixed any such special record date and payment date, and, at least 15 days
before any such special record date, the Issuer shall mail to each Noteholder
a notice that states the special record date, the payment date and the amount
of defaulted interest to be paid.

       SECTION 2.09. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture
Trustee

                                      10

<PAGE>

and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled 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 returned to it; provided,
that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.

       SECTION 2.10. Release of Collateral. Subject to Section 11.01 and the
terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and
Independent Certificates in accordance with TIA s.s s.s 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.

       SECTION 2.11. Book-Entry Notes. The Notes, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes shall be
registered initially on the Note Register in the name of Cede & Co., the
nominee of the initial Clearing Agency, and no Owner thereof will receive a
definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.13. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant
to Section 2.13:

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

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

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

            (iv)  the rights of Note Owners shall be exercised only through
       the Clearing Agency and shall be limited to those established by law
       and agreements between such Note Owners and the Clearing Agency and/or
       the Clearing Agency Participants pursuant to the Note Depository
       Agreement. Unless and until Definitive Notes are issued pursuant to
       Section 2.13, the initial Clearing Agency will make book-entry
       transfers among the Clearing Agency Participants and receive and
       transmit payments of principal of and interest on the Notes to such
       Clearing Agency Participants; and

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

       SECTION 2.12. 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 2.13, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Holders of the Notes to the
Clearing Agency, and shall have no obligation to such Note Owners.

       SECTION 2.13. Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the
Book-Entry Notes and the Administrator is unable to locate a qualified
successor, (ii) the Administrator at its option advises the Indenture Trustee
in writing that it elects to terminate the book-entry system through the
Clearing Agency or (iii) after the occurrence of an Event of Default or a
Servicer Default, Owners of the Book-Entry Notes representing 

                                     11

<PAGE>

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

SECTION 2.14. Tax Treatment. The Issuer has entered into this Indenture, and
the Notes will be issued, with the intention that, for all purposes including
federal, state and local income, single business and franchise tax purposes,
the Notes will qualify as indebtedness secured by the Trust Estate. The
Issuer, by entering into this Indenture, and each Noteholder, by its
acceptance of a Note (and each Note Owner by its acceptance of an interest in
the applicable Book-Entry Note), agree to treat the Notes for all purposes
including federal, state and local income, single business and franchise tax
purposes as indebtedness of the Issuer.


                                 ARTICLE III

                                  Covenants

       SECTION 3.01. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Without limiting
the foregoing, subject to Section 8.02(c), the Issuer will cause to be
distributed all amounts on deposit in the Note Distribution Account on a
Distribution Date deposited therein pursuant to the Sale and Servicing
Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1
Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3
Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders and (v) for the benefit of the Class B Notes, to the Class B
Noteholders; provided that on any Distribution Date no payment shall be made
on the Class B Notes until payments of interest then due on the Class A Notes
have been made. 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.

       SECTION 3.02. Maintenance of Office or Agency. The Issuer will maintain
in the Borough of Manhattan, The City of New York, an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Indenture
Trustee to serve as its agent for the foregoing purposes. The Issuer will
give prompt written notice to the Indenture Trustee of the location, and of
any change in the location, of any such office or agency. If at any time the
Issuer shall fail to maintain any such office or agency or shall fail to
furnish the Indenture Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and
the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

       SECTION 3.03. Money for Payments To Be Held in Trust. As provided in
Section 8.02(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection
Account and the Note Distribution Account pursuant to Section 8.02(c) shall
be made on behalf of the Issuer by the Indenture Trustee or by another Paying
Agent, and no amounts so withdrawn from the Collection Account and the Note
Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

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

                                      12

<PAGE>

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

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

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

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

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

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

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

       Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the
Issuer for payment thereof (but only to the extent of the amounts so paid to
the Issuer), and all liability of the Indenture Trustee or such Paying Agent
with respect to such trust money shall thereupon cease; provided, however,
that the Indenture Trustee or such Paying Agent, before being required to
make any such repayment, shall at the expense and direction of the Issuer
cause to be published once, in a newspaper published in the English language,
customarily published on each Business Day and of general circulation in The
City of New York, notice that such money remains unclaimed and that, after a
date specified therein, which shall not be less than 30 days from the date of
such publication, any unclaimed balance of such money then remaining will be
repaid to the Issuer. The Indenture Trustee shall also adopt and employ, at
the expense and direction of the Issuer, any other reasonable means of
notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

       SECTION 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer will keep in full effect its existence,
rights and franchises under the laws of such other jurisdiction) and will
obtain and preserve its qualification to do business in each jurisdiction in
which such qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

                                      13

<PAGE>

       SECTION 3.05. 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:

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

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

           (iii) enforce any of the Collateral; or

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

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement
or other instrument required to be executed pursuant to this Section 3.05.

       SECTION 3.06. Opinions as to Trust Estate. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been
taken with respect to the recording and filing of this Indenture, any
indentures supplemental hereto, and any other requisite documents, and with
respect to the execution and filing of any financing statements and
continuation statements, as are necessary to perfect and make effective the
lien and security interest of this Indenture and reciting the details of such
action, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.

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

       SECTION 3.07. Performance of Obligations; Servicing of Receivable. (a)
The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from
any of such Person's material covenants or obligations under any instrument
or agreement included in the Trust Estate or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or
impair the validity or effectiveness of, any such instrument or agreement,
except as expressly provided in this Indenture, the Sale and Servicing
Agreement or such other instrument or agreement.

       (b) The Issuer may contract with 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 Servicer and 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 Basic Documents
and in the instruments and agreements included in the Trust Estate, including
but not limited to filing or causing to be filed all UCC financing statements
and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within
the time periods provided for herein and therein. Except as otherwise
expressly provided therein, the Issuer shall not waive, amend, modify,
supplement or terminate any Basic Document or any provision thereof without
the consent of the Indenture Trustee or the Holders of at least a majority of
the Outstanding Amount of the Notes.

                                      14

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

       (e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.01
of the Sale and Servicing Agreement, the Issuer shall appoint a successor
servicer (the "Successor Servicer"), and such Successor Servicer shall accept
its appointment by a written assumption in a form acceptable to the Indenture
Trustee. In the event that a Successor Servicer has not been appointed and
accepted its appointment at the time when the Servicer ceases to act as
Servicer, the Indenture Trustee without further action shall automatically be
appointed the Successor Servicer. The Indenture Trustee may resign as the
Servicer by giving written notice of such resignation to the Issuer and in
such event will be released from such duties and obligations, such release
not to be effective until the date a new servicer enters into a servicing
agreement with the Issuer as provided below. Upon delivery of any such notice
to the Issuer, the Issuer shall obtain a new servicer as the Successor
Servicer under the Sale and Servicing Agreement. Any Successor Servicer other
than the Indenture Trustee shall (i) be an established financial institution
having a net worth of not less than $100,000,000 and whose regular business
includes the servicing of Contracts and (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
the Sale and Servicing Agreement applicable to the Servicer. If within 30
days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a new servicer, the Indenture Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer.
In connection with any such appointment, the Indenture Trustee may make such
arrangements for the compensation of such successor as it and such successor
shall agree, subject to the limitations set forth below and in the Sale and
Servicing Agreement, and in accordance with Section 8.02 of the Sale and
Servicing Agreement, the Issuer shall enter into an agreement with such
successor for the servicing of the Receivables (such agreement to be in form
and substance satisfactory to the Indenture Trustee). If the Indenture
Trustee shall succeed to the Servicer's duties as servicer of the Receivables
as provided herein, it shall do so in its individual capacity and not in its
capacity as Indenture Trustee and, accordingly, the provisions of Article VI
hereof shall be inapplicable to the Indenture Trustee in its duties as the
successor to the Servicer and the servicing of the Receivables. In case the
Indenture Trustee shall become successor to the Servicer under the Sale and
Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its affiliates, provided that it shall be fully liable
for the actions and omissions of such affiliate in such capacity as Successor
Servicer.

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

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

       SECTION 3.08. Negative Covenants. So long as any Notes are
Outstanding, the Issuer shall not:

                                      15

<PAGE>

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

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

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

       SECTION 3.09. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year 1999), an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that:

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

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

       SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms. (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 and shall
       expressly assume, by an indenture supplemental hereto, executed and
       delivered to the Indenture Trustee, in form satisfactory to the
       Indenture Trustee, the due and punctual payment of the principal of
       and interest on all Notes and 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
       Default or Event of Default shall have occurred and be continuing;

           (iii) the Rating Agency Condition shall have been satisfied with
       respect to such transaction;

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

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

             (vi) the Issuer shall have delivered to the Indenture Trustee an
       Officer's Certificate and an Opinion of Counsel each stating that such
       consolidation or merger and such supplemental indenture comply with
       this 

                                      16

<PAGE>

        Article III and that all conditions precedent herein provided for
        relating to such transaction have been complied with (including any
        filing required by the Exchange Act).

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

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

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

           (iii) the Rating Agency Condition shall have been satisfied with
       respect to such transaction;

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

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

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

       SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation or merger (if other than the Issuer) shall
succeed to, and be substituted for, and may exercise every right and power
of, the Issuer under this Indenture with the same effect as if such Person
had been named as the Issuer herein.

       (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10(b), Premier Auto Trust 1998-3 will be
released from every covenant and agreement of this Indenture to be observed
or performed on the part of the Issuer with respect to the Notes immediately
upon the delivery of written notice to the Indenture Trustee stating that
Premier Auto Trust 1998-3 is to be so released.

       SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the Basic
Documents and activities incidental thereto. The Issuer shall not fund the
purchase of any new Contracts.

       SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness.

       SECTION 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.09(b) and Article IX
of the Sale and Servicing Agreement.

                                      17

<PAGE>

       SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. 
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
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 3.16. 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 3.17. Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection
with such removal.

       SECTION 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase,
retire or otherwise acquire for value any such ownership or equity interest
or security or (iii) set aside or otherwise segregate any amounts for any
such purpose; provided, however, that the Issuer may make, or cause to be
made, (x) distributions as contemplated by, and to the extent funds are
available for such purpose under, the Sale and Servicing Agreement or the
Trust Agreement and (y) payments to the Indenture Trustee pursuant to Section
1(a)(ii) of the Administration Agreement. The Issuer will not, directly or
indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the Basic Documents.

       SECTION 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder, each default on the part of the Servicer or the Seller
of its obligations under the Sale and Servicing Agreement and each default on
the part of the Company or the Seller of its obligations under the Purchase
Agreement.

       SECTION 3.20. Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper
to carry out more effectively the purpose of this Indenture.


                                  ARTICLE IV

                          Satisfaction and Discharge

       SECTION 4.01. Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to
(i) rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Section 4.02) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when

             (A)  either

             (1) all Notes theretofore authenticated and delivered (other
       than (i) Notes that have been destroyed, lost or stolen and that have
       been replaced or paid as provided in Section 2.06 and (ii) Notes for
       whose payment money has theretofore been deposited in trust or
       segregated and held in trust by the Issuer and thereafter repaid to
       the Issuer or discharged from such trust, as provided in Section 3.03)
       have been delivered to the Indenture Trustee for cancellation; or

                                      18

<PAGE>

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

                  a. have become due and payable,

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

                  c. are to be called for redemption within one year under
             arrangements satisfactory to the Indenture Trustee for the
             giving of notice of redemption by the Indenture Trustee in the
             name, and at the expense, of the Issuer,

       and the Issuer, in the case of a., b. or c. above, has irrevocably
       deposited or caused to be irrevocably deposited with the Indenture
       Trustee cash or direct obligations of or obligations guaranteed by the
       United States of America (which will mature prior to the date such
       amounts are payable), in trust for such purpose, in an amount
       sufficient to pay and discharge the entire indebtedness on such Notes
       not theretofore delivered to the Indenture Trustee for cancellation
       when due to the applicable final scheduled Distribution Date or
       Redemption Date (if Notes shall have been called for redemption
       pursuant to Section 10.01), as the case may be;

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

             (C) the Issuer has delivered to the Indenture Trustee an
       Officer's Certificate, an Opinion of Counsel and (if required by the
       TIA or the Indenture Trustee) an Independent Certificate from a firm
       of certified public accountants, each meeting the applicable
       requirements of Section 11.01(a) and, subject to Section 11.02, each
       stating that all conditions precedent herein provided for relating to
       the satisfaction and discharge of this Indenture have been complied
       with.

       SECTION 4.02. Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Holders of the particular Notes
for the payment or redemption of which such moneys have been deposited with
the Indenture Trustee, of all sums due and to become due thereon for
principal and interest; but such moneys need not be segregated from other
funds except to the extent required herein or in the Sale and Servicing
Agreement or required by law.

       SECTION 4.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the
Notes, all moneys then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to such Notes
shall, upon demand of the Issuer, be paid to the Indenture Trustee to be held
and applied according to Section 3.03 and thereupon such Paying Agent shall
be released from all further liability with respect to such moneys.


                                  ARTICLE V

                                   Remedies

       SECTION 5.01. Events of Default. "Event of Default", wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be
effected by operation of law or pursuant to any judgment, decree or order of
any court or any order, rule or regulation of any administrative or
governmental body):

             (i) default in the payment of any interest on any Note when the
       same becomes due and payable, and such default shall continue for a
       period of five days; provided that, prior to the Class B Final
       Scheduled Distribution Date, a default in the payment of interest on
       the Class B Notes shall not be an Event of Default until the
       Outstanding Amount of the Class A-4 Notes has been reduced to zero; or

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

                                      19

<PAGE>

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

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

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

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

       SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing, then and in every such
case the Indenture Trustee or the Holders of Notes representing not less than
a majority of the Outstanding Amount of the Notes may declare all the Notes
to be immediately due and payable, by a notice in writing to the Issuer (and
to the Indenture Trustee if given by Noteholders), and upon any such
declaration the unpaid principal amount of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

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

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

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

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

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

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<PAGE>

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

       SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture . (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable,
and such default continues for a period of five days, or (ii) default is made
in the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of the
Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest on the overdue principal and, to the extent payment
at such rate of interest shall be legally enforceable, on overdue
installments of interest at the rate borne by the Notes and, in addition
thereto, such further amount as shall be sufficient to cover the costs and
expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and
counsel.

       (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an
express trust, may institute a Proceeding for the collection of the sums so
due and unpaid, and may prosecute such Proceeding to judgment or final
decree, and may enforce the same against the Issuer or other obligor upon
such Notes and collect in the manner provided by law out of the property of
the Issuer or other obligor upon such Notes, wherever situated, the moneys
adjudged or decreed to be payable; provided that, in the case of a default in
the payment of interest, on the Class B Notes, prior to the Class B Final
Scheduled Distribution Date, the Indenture Trustee shall not institute such
Proceeding solely in respect of such default unless the Outstanding Amount of
the Class A-4 Notes has been reduced to zero.

       (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, as more particularly provided in Section 5.04, in its
discretion, proceed to protect and enforce its rights and the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
deem most effective to protect and enforce any such rights, whether for the
specific enforcement of any covenant or agreement in this Indenture or in aid
of the exercise of any power granted herein, or to enforce any other proper
remedy or legal or equitable right vested in the Indenture Trustee by this
Indenture or by law.

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

             (i) to file and prove a claim or claims for the whole amount of
       principal and interest owing and unpaid in respect of the Notes and to
       file such other papers or documents as may be necessary or advisable
       in order to have the claims of the Indenture Trustee (including any
       claim for reasonable compensation to the Indenture Trustee and each
       predecessor Indenture Trustee, and their respective agents, attorneys
       and counsel, and for reimbursement of all expenses and liabilities
       incurred, and all advances made, by the Indenture Trustee and each
       predecessor Indenture Trustee, except as a result of negligence or bad
       faith) and of the Noteholders allowed in such Proceedings;

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

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

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

                                      21

<PAGE>

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee and, in the event that the Indenture
Trustee shall consent to the making of payments directly to such Noteholders,
to pay to the Indenture Trustee such amounts as shall be sufficient to cover
reasonable compensation to the Indenture Trustee, each predecessor Indenture
Trustee and their respective agents, attorneys and counsel, and all other
expenses and liabilities incurred, and all advances made, by the Indenture
Trustee and each predecessor Indenture Trustee except as a result of
negligence or bad faith.

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

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

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

       SECTION 5.04. Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Indenture Trustee may do one or more of
the following (subject to Section 5.05):

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

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

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

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

provided, however, that the Indenture Trustee may not sell or otherwise
liquidate the Trust Estate following an Event of Default, other than an Event
of Default described in Section 5.01(i) or (ii), unless (A) the Holders of
100% of the Outstanding Amount of the Notes consent thereto, (B) the proceeds
of such sale or liquidation distributable to the Noteholders are sufficient
to discharge in full all amounts then due and unpaid upon such Notes for
principal and interest or (C) the Indenture Trustee determines that the Trust
Estate will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes as they would have become due if the
Notes had not been declared due and payable, and the Indenture Trustee
obtains the consent of Holders of 66 2/3% of the Outstanding Amount of the
Notes. In determining such sufficiency or insufficiency with respect to
clause (B) and (C), the Indenture Trustee may, but need not, obtain and rely
upon an opinion of an Independent investment banking or accounting firm of
national reputation as to the feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

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

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<PAGE>

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

             SECOND: to Holders of the Class A Notes for amounts due and
       unpaid on the Class A Notes for interest (including any premium),
       ratably, without preference or priority of any kind, according to the
       amounts due and payable on the Class A Notes for interest (including
       any premium);

             THIRD: to Holders of the Class B Notes for amounts due and
       unpaid on the Class B Notes for interest (including any premium),
       ratably, without preference or priority of any kind, according to the
       amounts due and payable on the Class B Notes for interest (including
       any premium);

             FOURTH: to the Class A Noteholders in the following order of
       priority:

             (a) to Holders of the Class A-1 Notes for amounts due and unpaid
       on the Class A-1 Notes for principal, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Class A-1 Notes for principal, until the Outstanding Amount of the
       Class A-1 Notes is reduced to zero;

             (b) to Holders of the Class A-2 Notes for amounts due and unpaid
       on the Class A-2 Notes for principal, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Class A-2 Notes for principal, until the Outstanding Amount of the
       Class A-2 Notes is reduced to zero;

             (c) to Holders of the Class A-3 Notes for amounts due and unpaid
       on the Class A-3 Notes for principal, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Class A-3 Notes for principal, until the Outstanding Amount of the
       Class A-3 Notes is reduced to zero; and

             (d) to Holders of the Class A-4 Notes for amounts due and unpaid
       on the Class A-4 Notes for principal, ratably, without preference or
       priority of any kind, according to the amounts due and payable on the
       Class A-4 Notes for principal, until the Outstanding Amount of the
       Class A-4 Notes is reduced to zero;


             FIFTH: to Holders of the Class B Notes for amounts due and
       unpaid on the Class B Notes for principal, ratably, without preference
       or priority of any kind, according to the amounts due and payable on
       the Class B Notes for principal, until the Outstanding Amount of the
       Class B Notes is reduced to zero; and

             SIXTH: to the Issuer for distribution pursuant to the Trust
       Agreement.

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

       SECTION 5.05. Optional Preservation of the Receivables. If the Notes
have been declared to be due and payable under Section 5.02 following an
Event of Default and such declaration and its consequences have not been
rescinded and annulled, the Indenture Trustee may, but need not, elect to
maintain possession of the Trust Estate. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for
the payment of principal of and interest on the Notes, and the Indenture
Trustee shall take such desire into account when determining whether or not
to maintain possession of the Trust Estate. In determining whether to
maintain possession of the Trust Estate, the Indenture Trustee may, but need
not, obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action and as to the sufficiency of the Trust Estate for such purpose.

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

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

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<PAGE>

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

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

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

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

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

       In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of
Notes, each representing less than a majority of the Outstanding Amount of
the Notes, the Indenture Trustee in its sole discretion may determine what
action, if any, shall be taken, notwithstanding any other provisions of this
Indenture.

       SECTION 5.07. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the
Holder of any Note shall have the right, which is absolute and unconditional,
to receive payment of the principal of and interest, if any, on such Note on
or after the respective due dates thereof expressed in such Note or in this
Indenture (or, in the case of redemption, on or after the Redemption Date)
and to institute suit for the enforcement of any such payment, and such right
shall not be impaired without the consent of such Holder; provided that,
until the Outstanding Amount of the Class A-4 Notes has been reduced to zero,
the Holder of any Class B Note shall have the right to receive payment of
principal and interest due on such Class B Note only to the extent that there
are funds in the Note Distribution Account after applying the funds therein
to the payment of all principal and interest then due on the Class A Notes.

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

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

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

       SECTION 5.11. Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time,
method and place of conducting any Proceeding for any remedy available 

                                      24

<PAGE>

to the Indenture Trustee with respect to the Notes or exercising any trust or
power conferred on the Indenture Trustee; provided that:

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

            (ii)  subject to the express terms of Section 5.04, any direction
       to the Indenture Trustee to sell or liquidate the Trust Estate shall
       be by Holders of Notes representing not less than 100% of the
       Outstanding Amount of the Notes;

           (iii) if the conditions set forth in Section 5.05 have been
       satisfied and the Indenture Trustee elects to retain the Trust Estate
       pursuant to such Section, then any direction to the Indenture Trustee
       by Holders of Notes representing less than 100% of the Outstanding
       Amount of the Notes to sell or liquidate the Trust Estate shall be of
       no force and effect; and

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

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

       SECTION 5.12. Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Notes may waive any past Default or Event of Default and its consequences
except a Default (a) in payment of principal of or interest on any of the
Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note. In the
case of any such waiver, the Issuer, the Indenture Trustee and the Holders of
the Notes shall be restored to their former positions and rights hereunder,
respectively; but no such waiver shall extend to any subsequent or other
Default or impair any right consequent thereto.

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

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

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

       SECTION 5.15. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be
affected by the seeking, obtaining or application of any other relief under
or with respect to this Indenture. Neither the lien of this Indenture nor any
rights or remedies of the Indenture Trustee or

                                      25

<PAGE>

the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under
such judgment upon any portion of the Trust Estate or upon any of the assets
of the Issuer. Any money or property collected by the Indenture Trustee shall
be applied in accordance with Section 5.04(b).

       SECTION 5.16. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Seller or the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement or by the Seller or the Company, as applicable, of each of their
obligations under or in connection with the Purchase Agreement, and to
exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative
actions or proceedings to compel or secure performance by the Seller or the
Servicer of each of their obligations under the Sale and Servicing Agreement.

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


                                  ARTICLE VI

                            The Indenture Trustee

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

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

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

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

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

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

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

                                      26

<PAGE>

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

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

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

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

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

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

       SECTION 6.02. Rights of Indenture Trustee. (a) The Indenture Trustee
may rely on any document believed by it to be genuine and to have been signed
or presented by the proper person. The Indenture Trustee need not investigate
any fact or matter stated in the document.

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

       (c) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee
shall not be responsible for any misconduct or negligence on the part of, or
for the supervision of, any such agent, attorney, custodian or nominee
appointed with due care by it hereunder.

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

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

       SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer or its Affiliates
with the same rights it would have if it were not Indenture Trustee. Any
Paying Agent, Note Registrar, co-registrar or co-paying agent may do the same
with like rights. However, the Indenture Trustee must comply with Sections
6.11 and 6.12.

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

       SECTION 6.05. Notice of Defaults. If a Default occurs and is continuing
and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within
90 days after it occurs. Except in the case of a Default in payment of
principal of or interest on any Note 

                                      27

<PAGE>

(including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice if and so long as a
committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

       SECTION 6.06. Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required
to enable such holder to prepare its federal and state income tax returns.

       SECTION 6.07. Compensation and Indemnity. The Issuer shall, or shall
cause the Administrator to, pay to the Indenture Trustee from time to time
reasonable compensation for its services. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Issuer shall, or shall cause the Administrator to,
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee's agents, counsel, accountants and experts. The Issuer shall, or
shall cause the Administrator to, indemnify the Indenture Trustee against any
and all loss, liability or expense (including attorneys' fees) incurred by it
in connection with the administration of this trust and the performance of
its duties hereunder. The Indenture Trustee shall notify the Issuer and the
Administrator promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer and the Administrator shall
not relieve the Issuer or the Administrator of its obligations hereunder. The
Issuer shall, or shall cause the Administrator to, defend any such claim, and
the Indenture Trustee may have separate counsel and the Issuer shall, or
shall cause the Administrator to, pay the fees and expenses of such counsel.
Neither the Issuer nor the Administrator need reimburse any expense or
indemnify against any loss, liability or expense incurred by the Indenture
Trustee through the Indenture Trustee's own willful misconduct, negligence or
bad faith.

       The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified
in Section 5.01(iv) or (v) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the
United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

       SECTION 6.08 Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time by so notifying the Issuer. The Holders of a
majority in Outstanding Amount of the Notes may remove the Indenture Trustee
by so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

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

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

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


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<PAGE>

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

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

       SECTION 6.09. Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under Section 6.11. The Indenture Trustee shall
provide the Rating Agencies prior written notice of any such transaction.

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

       SECTION 6.10. Appointment of Co-Indenture Trustee or Separate Indenture
Trustee. (a) Notwithstanding any other provisions of this Indenture, at any
time, for the stee purpose of meeting any legal requirement of any
jurisdiction in which any part of the Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to the Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under
Section 6.11 and no notice to Noteholders of the appointment of any
co-trustee or separate trustee shall be required under Section 6.08 hereof.

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

             (i) all rights, powers, duties and obligations conferred or
       imposed upon the Indenture Trustee shall be conferred or imposed upon
       and exercised or performed by the Indenture Trustee and such separate
       trustee or co-trustee jointly (it being understood that such separate
       trustee or co-trustee is not authorized to act separately without the
       Indenture Trustee joining in such act), except to the extent that
       under any law of any jurisdiction in which any particular act or acts
       are to be performed the Indenture Trustee shall be incompetent or
       unqualified to perform such act or acts, in which event such rights,
       powers, duties and obligations (including the holding of title to the
       Trust Estate or any portion thereof in any such jurisdiction) shall be
       exercised and performed singly by such separate trustee or co-trustee,
       but solely at the direction of the Indenture Trustee;

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

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

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

                                      29

<PAGE>

the conduct of, affecting the liability of, or affording protection to, the
Indenture Trustee. Every such instrument shall be filed with the Indenture
Trustee.

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

       SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA s.s. 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as
set forth in its most recent published annual report of condition, and the
time deposits of the Indenture Trustee shall be rated at least A-1 by
Standard & Poor's and P-1 by Moody's. The Indenture Trustee shall comply with
TIA s.s. 310(b), including the optional provision permitted by the second
sentence of TIA s.s. 310(b)(9); provided, however, that there shall be
excluded from the operation of TIA s.s. 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA s.s. 310(b)(1) are met.

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

       SECTION 6.13. Pennsylvania Motor Vehicle Sales Finance Act Licenses.
The Indenture Trustee shall use its best efforts to maintain the
effectiveness of all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act in connection with this Indenture and the transactions
contemplated hereby until the lien and security interest of this Indenture
shall no longer be in effect in accordance with the terms hereof.


                                 ARTICLE VII

                        Noteholders' Lists and Reports

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

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

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

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

       SECTION 7.03. Reports by Issuer. (a) The Issuer shall: reports by Issuer

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

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<PAGE>

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

           (iii) supply to the Indenture Trustee (and the Indenture Trustee
       shall transmit by mail to all Noteholders described in TIA s.s. 313(c))
       such summaries of any information, documents and reports required to
       be filed by the Issuer pursuant to clauses (i) and (ii) of this
       Section 7.03(a) and by rules and regulations prescribed from time to
       time by the Commission.

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

       SECTION 7.04. Reports by Indenture Trustee. If required by TIA s.s.
313(a), within 60 days after each February 1 beginning with February 1, 1999,
the Indenture Trustee shall mail to each Noteholder as required by TIA s.s.
313(c) a brief report dated as of such date that complies with TIA s.s. 
313(a). The Indenture Trustee also shall comply with TIA s.s. 313(b).

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


                                 ARTICLE VIII

                     Accounts, Disbursements and Releases

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

       SECTION 8.02. Trust Accounts. (a) On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and maintain, in the name of the
Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders, the Trust Accounts as provided in Section 5.01 of the
Sale and Servicing Agreement.

       (b) On or before each Distribution Date, the Total Distribution Amount
(net of the Servicing Fee for such Distribution Date and any previously
unpaid Servicing Fees and any other distributable amounts that are to be
deposited into the Certificate Account or released to the Seller or the
Company) with respect to the preceding Collection Period will be deposited in
the Collection Account as provided in Section 5.02 of the Sale and Servicing
Agreement. On or before each Distribution Date, all amounts required to be
deposited in the Note Distribution Account with respect to the preceding
Collection Period pursuant to Sections 5.06 and 5.07 of the Sale and
Servicing Agreement will be transferred from the Collection Account and/or
the Reserve Account to the Note Distribution Account.

       (c) On each Distribution Date and Redemption Date, the Indenture
Trustee shall distribute all amounts on deposit in the Note Distribution
Account to Noteholders in respect of the Notes to the extent of amounts due
and unpaid on the Notes for principal and interest (including any premium) in
the following amounts and in the following order of priority (except as
otherwise provided in Section 5.04(b)):

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<PAGE>


             (i) accrued and unpaid interest on the Class A Notes; provided,
       that if there are not sufficient funds in the Note Distribution
       Account to pay the entire amount of accrued and unpaid interest then
       due on the Class A Notes, the amount in the Note Distribution Account
       shall be applied to the payment of such interest on the Class A Notes
       pro rata on the basis of the total such interest due on the Class A
       Notes;

            (ii) accrued and unpaid interest on the Class B Notes; and

           (iii) the Noteholders' Principal Distributable Amount (or on
       each Distribution Date in the Release Period, the Release Period
       Noteholders' Principal Distributable Amount) in the following order of
       priority:

                  (1) to the Holders of the Class A-1 Notes on account of
             principal until the Outstanding Amount of the Class A-1 Notes is
             reduced to zero;

                  (2) to the Holders of the Class A-2 Notes on account of
             principal until the Outstanding Amount of the Class A-2 Notes is
             reduced to zero;

                  (3) to the Holders of the Class A-3 Notes on account of
             principal until the Outstanding Amount of the Class A-3 Notes is
             reduced to zero;

                  (4) to the Holders of the Class A-4 Notes on account of
             principal until the Outstanding Amount of the Class A-4 Notes is
             reduced to zero; and

                  (5) to the Class B Noteholders until the Outstanding Amount
             of the Class B Notes is reduced to zero.

       SECTION 8.03. General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Indenture Trustee (or the investment
manager referred to in clause (2) of Section 5.01(b) of the Sale and
Servicing Agreement) upon Issuer Order, subject to the provisions of Section
5.01(b) of the Sale and Servicing Agreement. All income or other gain from
investments of moneys deposited in the Trust Accounts shall be deposited by
the Indenture Trustee in the Collection Account, and any loss resulting from
such investments shall be charged to such account. The Issuer will not direct
the Indenture Trustee to make any investment of any funds or to sell any
investment held in any of the Trust Accounts unless the security interest
Granted and perfected in such account will continue to be perfected in such
investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, if requested by the Indenture
Trustee, the Issuer shall deliver to the Indenture Trustee an Opinion of
Counsel, acceptable to the Indenture Trustee, to such effect.

       (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust
Accounts resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee's failure to make
payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

       (c) If (i) the Issuer (or the Servicer or any investment manager
pursuant to Section 5.01(b) of the Sale and Servicing Agreement) shall have
failed to give investment directions for any funds on deposit in the Trust
Accounts to the Indenture Trustee by 11:00 a.m. Eastern Time (or such other
time as may be agreed by the Issuer and Indenture Trustee) on any Business
Day or (ii) a Default or Event of Default shall have occurred and be
continuing with respect to the Notes but the Notes shall not have been
declared due and payable pursuant to Section 5.02 or (iii) if such Notes
shall have been declared due and payable following an Event of Default but
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.05 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Trust Accounts in one or more Eligible Investments.

       SECTION 8.04. Release of Trust Estate. (a) Subject to the payment of
its fees and expenses pursuant to Section 6.07, the Indenture Trustee may,
and when required by the provisions of this Indenture shall, execute
instruments to release property from the lien of this Indenture, or convey
the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this
Indenture. No party relying upon 

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<PAGE>

an instrument executed by the Indenture Trustee as provided in this Article
VIII shall be bound to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent or see to the application
of any moneys.

       (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07
have been paid, release any remaining portion of the Trust Estate that
secured the Notes from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.04(b) only upon receipt of an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA s.s.
s.s. 314(c) and 314(d)(1) meeting the applicable requirements of Section 
11.01.

       (c) Upon the written notification from the Servicer pursuant to
Section 5.06(a)(ii)(E) of the Sale and Servicing Agreement, on the related
Distribution Date the Issuer shall deliver to the Indenture Trustee an Issuer
Request accompanied by an Officer's Certificate, an Opinion of Counsel and
(if required by the TIA) Independent Certificates in accordance with TIA s.s.
s.s. 314(c) and 314(d)(1) meeting the applicable requirements of Section 
11.01, and upon its receipt of such items on such Distribution Date the 
Indenture Trustee shall deposit the Cash Release Amount (to the extent of 
funds available pursuant to Section 5.06(a)(ii)(E) of the Sale and Servicing
Agreement) in the Certificate Distribution Account.

SECTION 8.05. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.04(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, except in connection
with any action contemplated by Section 8.04(c), as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such
action will not materially and adversely impair the security for the Notes or
the rights of the Noteholders in contravention of the provisions of this
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.


                                  ARTICLE IX

                           Supplemental Indentures

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

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

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

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

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

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<PAGE>

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

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

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

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

       (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but
with prior notice to the Rating Agencies, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
or changing in any manner or eliminating any of the provisions of, this
Indenture or of modifying in any manner the rights of the Holders of the
Notes under this Indenture; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect
the interests of any Noteholder.

       SECTION 9.02. Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies and with the consent of the
Holders of not less than a majority of the Outstanding Amount of the Notes,
by Act of such Holders delivered to the Issuer and the Indenture Trustee,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

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

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

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

            (iv) reduce the percentage of the Outstanding Amount of the
       Notes required to direct the Indenture Trustee to direct the Issuer to
       sell or liquidate the Trust Estate pursuant to Section 5.04;

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

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

                                     34

<PAGE>

       calculation of any of the individual components of such calculation) or
       to affect the rights of the Holders of Notes to the benefit of any
       provisions for the mandatory redemption of the Notes contained herein;
       or

           (vii) permit the creation of any lien ranking prior to or on a
       parity with the lien of this Indenture with respect to any part of the
       Trust Estate or, except as otherwise permitted or contemplated herein,
       terminate the lien of this Indenture on any property at any time
       subject hereto or deprive the Holder of any Note of the security
       provided by the lien of this Indenture.

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

       It shall not be necessary for any Act of Noteholders 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 Indenture Trustee
of any supplemental indenture pursuant to this Section, the Indenture Trustee
shall mail to the Holders of the Notes to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture
Trustee to mail such notice, or any defect therein, shall not, however, in
any way impair or affect the validity of any such supplemental indenture.

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

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

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

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

                                      35

<PAGE>

                                  ARTICLE X

                             Redemption of Notes

       SECTION 10.01. Redemption. The outstanding Class A-4 Notes and the
Class B Notes are subject to redemption in whole, but not in part, at the
direction of the Servicer pursuant to Section 9.01(a) of the Sale and
Servicing Agreement, on any Distribution Date on which the Servicer exercises
its option to purchase the Trust Estate pursuant to said Section 9.01(a), for
a purchase price equal to the Redemption Price; provided that the Issuer has
available funds sufficient to pay the Redemption Price. The Servicer or the
Issuer shall furnish the Rating Agencies notice of such redemption. If the
outstanding Class A-4 Notes and the Class B Notes are to be redeemed pursuant
to this Section, the Servicer or the Issuer shall furnish notice of such
election to the Indenture Trustee not later than 20 days prior to the
Redemption Date and the Issuer shall deposit by 10:00 A.M. New York City time
on the Redemption Date with the Indenture Trustee in the Note Distribution
Account the Redemption Price of the Class A-4 Notes and the Class B Notes to
be redeemed, whereupon all such Class A-4 Notes and Class B Notes shall be
due and payable on the Redemption Date upon the furnishing of a notice
complying with Section 10.02 to each Holder of the Notes.

       SECTION 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 10 days
prior to the applicable Redemption Date to each Holder of Notes, as of the
close of business on the Record Date preceding the applicable Redemption
Date, at such Holder's address or facsimile number appearing in the Note
Register.

       All notices of redemption shall state:

             (i)  the Redemption Date;

            (ii)  the Redemption Price; and

           (iii)  the place where such Notes are to be surrendered for
       payment of the Redemption Price (which shall be the office or agency
       of the Issuer to be maintained as provided in Section 3.02).

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

       SECTION 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption as required by
Section 10.02, on the Redemption Date become due and payable at the
Redemption Price and (unless the Issuer shall default in the payment of the
Redemption Price) no interest shall accrue on the Redemption Price for any
period after the date to which accrued interest is calculated for purposes of
calculating the Redemption Price.


                                  ARTICLE XI

                                Miscellaneous

       SECTION 11.01. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Indenture, the Issuer shall furnish to the
Indenture Trustee (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in
the opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate
from a firm of certified public accountants meeting the applicable
requirements of this Section, except that, in the case of any such
application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

                                      36

<PAGE>

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

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

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

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

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

             (b) (i) Prior to the deposit of any Collateral or other property
       or securities with the Indenture Trustee that is to be made the basis
       for the release of any property or securities subject to the lien of
       this Indenture, the Issuer shall, in addition to any obligation
       imposed in Section 11.01(a) or elsewhere in this Indenture, furnish to
       the Indenture Trustee an Officer's Certificate certifying or stating
       the opinion of each person signing such certificate as to the fair
       value (within 90 days of such deposit) to the Issuer of the Collateral
       or other property or securities to be so deposited.

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

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

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

             (v) Notwithstanding Section 2.10 or any other provision of this
       Section, the Issuer may, without compliance with the requirements of
       the other provisions of this Section, (A) collect, liquidate, sell or
       otherwise dispose of Receivables and Financed Vehicles as and to the
       extent permitted or required by the Basic Documents and (B) make cash
       payments out of the Trust Accounts as and to the extent permitted or
       required by the Basic Documents, so long as the Issuer shall deliver
       to the Indenture Trustee every six months, commencing December 15,
       1998, an Officer's Certificate of the Issuer stating that all the
       dispositions of Collateral described in clauses (A) and (B) above that
       occurred during the preceding six calendar months were in the ordinary
       course of the Issuer's business and that the proceeds thereof were
       applied in accordance with the Basic Documents.

                                      37

<PAGE>

       SECTION 11.02. Form of Documents Delivered to Indenture Trustee. In
any case where several matters are required to be certified by, or covered by
an opinion of, any specified Person, it is not necessary that all such
matters be certified by, or covered by the opinion of, only one such Person,
or that they be so certified or covered by only one document, but one such
Person may certify or give an opinion with respect to some matters and one or
more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

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

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

       SECTION 11.03. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except
as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee
and, where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are
herein sometimes referred to as the "Act" of the Noteholders signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.01) conclusive in favor of the Indenture
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 in any manner that the Indenture Trustee
deems sufficient.

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

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

                                      38

<PAGE>

       SECTION 11.04. Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of ncies Noteholders or other documents provided or permitted
by this Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to
be made upon, given or furnished to or filed with:

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

            (ii) the Issuer by the Indenture Trustee or by any Noteholder
       shall be sufficient for every purpose hereunder if in writing and
       mailed first-class, postage prepaid to the Issuer addressed to:
       Premier Auto Trust 1998-3, in care of Chase Manhattan Bank Delaware,
       1201 Market Street, Wilmington, Delaware 19801, Attention of Corporate
       Trustee Administration Department, or at any other address previously
       furnished in writing to the Indenture Trustee by the Issuer or the
       Administrator. The Issuer shall promptly transmit any notice received
       by it from the Noteholders to the Indenture Trustee.

       Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in
the case of Moody's, at the following address: Moody's Investors Service,
Inc., ABS Monitoring Department, 99 Church Street, New York, New York 10007,
(ii) in the case of Standard & Poor's, at the following address: Standard &
Poor's Ratings Services, a division of The McGraw-Hill Companies, Inc., 25
Broadway (15th Floor), New York, New York 10004, Attention of Asset Backed
Surveillance Department, (iii) in the case of Fitch IBCA, Inc., at the
following address: One State Street Plaza, New York, N.Y. 10004, and (iv) in
the case of Duff & Phelps Credit Rating Co., at the following address: 17
State Street, 12th Floor, New York, N.Y. 10004; or as to each of the
foregoing, at such other address as shall be designated by written notice to
the other parties.

       SECTION 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Holder's address as it appears on the Note Register, not later
than the latest date, and not earlier than the earliest date, prescribed for
the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice
so mailed to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice that is mailed in
the manner herein provided shall conclusively be presumed to have been duly
given.

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

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

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

       SECTION 11.06. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Indenture or any of the Notes to the
contrary, the Issuer may enter into any agreement with any Holder of a Note
providing for a method of payment, or notice by the Indenture Trustee or any
Paying Agent to such Holder, that is different from the methods provided for
in this Indenture for such payments or notices. The Issuer will furnish to
the Indenture Trustee a copy of each such agreement and the Indenture Trustee
will cause payments to be made and notices to be given in accordance with
such agreements.

                                      39

<PAGE>

       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
Trust Indenture Act, such required provision shall control.

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

       SECTION 11.08. 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 and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee
in this Indenture shall bind its successors, co-trustees and agents.

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

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

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

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

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

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

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

                                      40

<PAGE>

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

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

                                      41

<PAGE>

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


                            PREMIER AUTO TRUST 1998-3,

                            by:   CHASE MANHATTAN BANK DELAWARE,
                                  not in its individual capacity but solely as
                                  Owner Trustee,



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



                            THE FIRST NATIONAL BANK OF CHICAGO,
                            not in its individual capacity but solely as
                            Indenture Trustee,



                              by: /s/ R. Tarnas
                                 --------------
                                 Name:  R. Tarnas
                                 Title: Vice President