<PAGE>
                                                                   Exhibit 10.20

                                                                  --------------
                                                                  EXECUTION COPY
                                                                  --------------

================================================================================

                                    INDENTURE

                                     between

                        MCG COMMERCIAL LOAN TRUST 2001-1,
                                 as the Issuer,
                                 -------------

                                       and

                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
           not in its individual capacity but solely in its capacity,
                            as the Indenture Trustee
                            ------------------------

                          Dated as of December 1, 2001

================================================================================

                 MCG Commercial Loan Trust Notes, Series 2001-1
                       Class A, Class B and Class C Notes

<PAGE>

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

<TABLE>
<CAPTION>
                                                                                                             Page
                                                                                                             ----
<S>                                                                                                           <C>
ARTICLE I  DEFINITIONS....................................................................................     1
         Section 1.01      Definitions....................................................................     1
                           -----------
         Section 1.02      Rules of Construction..........................................................     7
                           ---------------------

ARTICLE II THE NOTES......................................................................................     8
         Section 2.01      Form...........................................................................     8
                           ----
         Section 2.02      Execution, Authentication and Delivery.........................................     8
                           --------------------------------------
         Section 2.03      Opinions of Counsel............................................................     9
                           -------------------

ARTICLE III COVENANTS.....................................................................................     9
         Section 3.01      Collection of Payments on Loans; Trust Accounts................................     9
                           -----------------------------------------------
         Section 3.02      Maintenance of Office or Agency................................................    10
                           -------------------------------
         Section 3.03      Money for Payments To Be Held in Trust; Paying Agent...........................    10
                           ----------------------------------------------------
         Section 3.04      Existence......................................................................    11
                           ---------
         Section 3.05      Payment of Principal and Interest..............................................    11
                           ---------------------------------
         Section 3.06      Protection of Indenture Collateral.............................................    12
                           ----------------------------------
         Section 3.07      Opinions as to Indenture Collateral............................................    13
                           -----------------------------------
         Section 3.08      [Reserved].....................................................................    13
                            --------
         Section 3.09      Performance of Obligations; Sale and Servicing Agreement.......................    13
                           --------------------------------------------------------
         Section 3.10      Negative Covenants.............................................................    14
                           ------------------
         Section 3.11      Annual Statement as to Compliance..............................................    15
                           ---------------------------------
         Section 3.12      Recording of Assignments.......................................................    15
                           ------------------------
         Section 3.13      Representations and Warranties Concerning the Loans............................    15
                           ---------------------------------------------------
         Section 3.14      Indenture Trustee's Review of Loan Files.......................................    15
                           ----------------------------------------
         Section 3.15      Indenture Collateral; Related Documents........................................    16
                           ---------------------------------------
         Section 3.16      Amendments to Sale and Servicing Agreement.....................................    16
                           ------------------------------------------
         Section 3.17      Servicer as Agent and Bailee of Indenture Trustee..............................    16
                           -------------------------------------------------
         Section 3.18      Investment Company Act.........................................................    17
                           ----------------------
         Section 3.19      Issuer May Consolidate, etc., Only on Certain Terms............................    17
                           ---------------------------------------------------
         Section 3.20      Successor or Transferee........................................................    18
                           -----------------------
         Section 3.21      No Other Business..............................................................    19
                           -----------------
         Section 3.22      No Borrowing...................................................................    19
                           ------------
         Section 3.23      Guarantees, Loans, Advances and Other Liabilities..............................    19
                           -------------------------------------------------
         Section 3.24      Capital Expenditures...........................................................    19
                           --------------------
         Section 3.25      [Reserved].....................................................................    19
                            --------
         Section 3.26      Restricted Payments............................................................    19
                           -------------------
         Section 3.27      Notice of Events of Default....................................................    20
                           ---------------------------
         Section 3.28      Further Instruments and Acts...................................................    20
                           ----------------------------
         Section 3.29      Statements to Noteholders......................................................    20
                           -------------------------
         Section 3.30      Grant of Substitute Loans......................................................    20
                           -------------------------
         Section 3.31      Determination of Note Rate.....................................................    21
                           --------------------------
</TABLE>

                                       i

<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE IV  THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE............................................    21
         Section 4.01      The Notes......................................................................    21
                           ---------
         Section 4.02      Registration of Transfer and Exchange of Notes.................................    21
                           ----------------------------------------------
         Section 4.03      Mutilated, Destroyed, Lost or Stolen Notes.....................................    30
                           ------------------------------------------
         Section 4.04      Payment of Principal and Interest; Defaulted Interest..........................    31
                           -----------------------------------------------------
         Section 4.05      Tax Treatment..................................................................    32
                           -------------
         Section 4.06      Satisfaction and Discharge of Indenture........................................    33
                           ---------------------------------------
         Section 4.07      Application of Trust Money.....................................................    33
                           --------------------------
         Section 4.08      Repayment of Moneys Held by Paying Agent.......................................    34
                           ----------------------------------------

ARTICLE V  REMEDIES.......................................................................................    34
         Section 5.01      Events of Default..............................................................    34
                           -----------------
         Section 5.02      Acceleration of Maturity; Rescission and Annulment.............................    35
                           --------------------------------------------------
         Section 5.03      Collection of Indebtedness and Suits for Enforcement by Indenture Trustee......    36
                           -------------------------------------------------------------------------
         Section 5.04      Remedies; Priorities...........................................................    38
                           --------------------
         Section 5.05      Optional Preservation of the Indenture Collateral..............................    40
                           -------------------------------------------------
         Section 5.06      Limitation of Suits............................................................    40
                           -------------------
         Section 5.07      Unconditional Rights of Noteholders To Receive Principal and Interest..........    41
                           ---------------------------------------------------------------------
         Section 5.08      Restoration of Rights and Remedies.............................................    41
                           ----------------------------------
         Section 5.09      Rights and Remedies Cumulative.................................................    41
                           ------------------------------
         Section 5.10      Delay or Omission Not a Waiver.................................................    42
                           ------------------------------
         Section 5.11      Control by Noteholders.........................................................    42
                           ----------------------
         Section 5.12      Waiver of Past Defaults........................................................    43
                           -----------------------
         Section 5.13      Undertaking for Costs..........................................................    43
                           ---------------------
         Section 5.14      Waiver of Stay or Extension Laws...............................................    43
                           --------------------------------
         Section 5.15      Sale of Indenture Collateral...................................................    44
                           ----------------------------
         Section 5.16      Action on Notes................................................................    45
                           ---------------
         Section 5.17      Performance and Enforcement of Certain Obligations.............................    45
                           --------------------------------------------------

ARTICLE VI THE INDENTURE TRUSTEE..........................................................................    46
         Section 6.01      Duties of Indenture Trustee....................................................    46
                           ---------------------------
         Section 6.02      Rights of Indenture Trustee....................................................    47
                           ---------------------------
         Section 6.03      Individual Rights of Indenture Trustee.........................................    48
                           --------------------------------------
         Section 6.04      Indenture Trustee's Disclaimer.................................................    48
                           ------------------------------
         Section 6.05      Notice of Event of Default.....................................................    49
                           --------------------------
         Section 6.06      Reports by Indenture Trustee to Holders........................................    49
                           ---------------------------------------
         Section 6.07      Compensation and Indemnity.....................................................    49
                           --------------------------
         Section 6.08      Replacement of Indenture Trustee...............................................    50
                           --------------------------------
         Section 6.09      Successor Indenture Trustee by Merger..........................................    51
                           -------------------------------------
         Section 6.10      Appointment of Co-Indenture Trustee or Separate Indenture Trustee..............    51
                           -----------------------------------------------------------------
         Section 6.11      Eligibility; Disqualification..................................................    53
                           -----------------------------
         Section 6.12      [Reserved].....................................................................    53
                            --------
         Section 6.13      Representations, Warranties and Covenants of Indenture Trustee.................    53
                           --------------------------------------------------------------
         Section 6.14      Directions to Indenture Trustee................................................    54
                           -------------------------------
</TABLE>

                                       ii

<PAGE>

<TABLE>
<S>                                                                                                           <C>
ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS................................................................    55
         Section 7.01      Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.........    55
                           ----------------------------------------------------------------------
         Section 7.02      Preservation of Information; Communications to Noteholders.....................    55
                           ----------------------------------------------------------
         Section 7.03      Fiscal Year....................................................................    55
                           -----------

ARTICLE VIII TRUST ACCOUNTS, DISBURSEMENTS AND RELEASES...................................................    56
         Section 8.01      Collection of Money............................................................    56
                           -------------------
         Section 8.02      Trust Accounts.................................................................    56
                           --------------
         Section 8.03      Opinion of Counsel.............................................................    57
                           ------------------
         Section 8.04      Termination Upon Distribution to Noteholders...................................    57
                           --------------------------------------------
         Section 8.05      Release of Indenture Collateral................................................    57
                           -------------------------------
         Section 8.06      Surrender of Notes Upon Final Payment..........................................    58
                           -------------------------------------

ARTICLE IX  SUPPLEMENTAL INDENTURES.......................................................................    58
         Section 9.01      Supplemental Indentures Without Consent of Noteholders.........................    58
                           ------------------------------------------------------
         Section 9.02      Supplemental Indentures With Consent of Noteholders............................    59
                           ---------------------------------------------------
         Section 9.03      Execution of Supplemental Indentures...........................................    61
                           ------------------------------------
         Section 9.04      Effect of Supplemental Indenture...............................................    61
                           --------------------------------
         Section 9.05      [Reserved].....................................................................    61
                            --------
         Section 9.06      Reference in Notes to Supplemental Indentures..................................    61
                           ---------------------------------------------

ARTICLE X  [RESERVED].....................................................................................    61
            --------

ARTICLE XI  MISCELLANEOUS.................................................................................    62
         Section 11.01     Compliance Certificates and Opinions, etc......................................    62
                           -----------------------------------------
         Section 11.02     Form of Documents Delivered to Indenture Trustee...............................    63
                           ------------------------------------------------
         Section 11.03     Acts of Noteholders............................................................    64
                           -------------------
         Section 11.04     Notices, etc., to Indenture Trustee and Others.................................    64
                           ----------------------------------------------
         Section 11.05     Notices to Noteholders; Waiver.................................................    65
                           ------------------------------
         Section 11.06     Alternate Payment and Notice Provisions........................................    66
                           ---------------------------------------
         Section 11.07     [Reserved].....................................................................    66
                            --------
         Section 11.08     Effect of Headings.............................................................    66
                           ------------------
         Section 11.09     Successors and Assigns.........................................................    66
                           ----------------------
         Section 11.10     Severability...................................................................    66
                           ------------
         Section 11.11     Benefits of Indenture..........................................................    66
                           ---------------------
         Section 11.12     Legal Holidays.................................................................    66
                           --------------
         Section 11.13     GOVERNING LAW..................................................................    67
                           -------------
         Section 11.14     Counterparts...................................................................    67
                           ------------
         Section 11.15     [Reserved].....................................................................    67
                            --------
         Section 11.16     Issuer Obligation..............................................................    67
                           -----------------
         Section 11.17     No Petition....................................................................    67
                           -----------
         Section 11.18     Inspection; Confidentiality....................................................    68
                           ---------------------------
         Section 11.19     Limitation of Liability........................................................    68
                           -----------------------
</TABLE>

                                      iii

<PAGE>

                                    EXHIBITS
                                    --------

<TABLE>
<S>                     <C>
Exhibit A-1     --      Form of Class A Note
Exhibit A-2     --      Form of Class B Note
Exhibit A-3     --      Form of Class C Note
Exhibit B       --      List of Loans
Exhibit C       --      Form of Wiring Instructions
Exhibit D-1     --      Form of Transferee Letter [Non-Rule 144A]
Exhibit D-2     --      Form of Rule 144A Certification
Exhibit E       --      Form of Transfer Certificate for Rule 144A Global Note to Regulation S Global Note during
                        Restricted Period
Exhibit F       --      Form of Transfer Certificate for Rule 144A Global Note to Regulation S Global Note after
                        Restricted Period
Exhibit G       --      Form of Transfer Certificate for Regulation S Global Note to Rule 144A Global Note during
                        Restricted Period
Exhibit H       --      Form of Transfer Certificate for Regulation S Global Note during Restricted Period
Exhibit I       --      Form of Investor Certification
</TABLE>

                                       iv

<PAGE>

     THIS INDENTURE, dated as of December 1, 2001 (as amended, modified,
restated, replaced, substituted, supplemented, waived or extended from time to
time, the "Indenture"), is between MCG COMMERCIAL LOAN TRUST 2001-1, a Delaware
           ---------
business trust, as the issuer (the "Issuer"), and WELLS FARGO BANK MINNESOTA,
                                    ------
NATIONAL ASSOCIATION, not in its individual capacity but solely in its capacity
as the indenture trustee (together with its successors and assigns, in such
capacity, the "Indenture Trustee").
               -----------------

     Each party hereto agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's Notes.

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Indenture Trustee, on behalf of and for the
benefit of the Holders of the Notes, without recourse, subject to the terms of
this Indenture and the other Transaction Documents, a continuing security
interest in and lien on all of its right, title and interest in and to the Loans
and all other assets included or to be included from time to time in the Loan
Assets, whether now existing or hereafter arising or acquired, other than the
Retained Interest, if any, as it may exist from time to time (collectively, the
"Indenture Collateral").
 --------------------

     The foregoing Grant is made in trust to secure (x) the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and
(y) to secure compliance with the covenants and agreement in this Indenture and
the other Transaction Documents.

     The Indenture Trustee, on behalf of the Noteholders (1) acknowledges such
Grant, and (2) accepts the trusts under this Indenture in accordance with 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 Noteholders may be
adequately and effectively protected.

                                    ARTICLE I

                                   DEFINITIONS

     Section 1.01 Definitions.
                  -----------

     Certain defined terms used throughout the Indenture are defined above or in
this Section 1.01. In addition, except as otherwise expressly provided herein or
     ------------
unless the context otherwise requires, capitalized terms used but not otherwise
defined herein shall have the meanings given to such terms in the Sale and
Servicing Agreement (as defined below), which are incorporated by reference
herein.

"Accredited Investors" means as defined in Rule 501(a)(1)-(3) or (7) under the
 --------------------
Securities Act.

                                       1

<PAGE>

"Applicable Procedures" has the meaning given to such term in subsection
 ---------------------                                        ----------
4.02(j)(i).
---------

"Authorized Newspaper" means a newspaper of general circulation in the Borough
 --------------------
of Manhattan, The City of New York, printed in the English language and
customarily published on each Business Day, whether or not published on
Saturdays, Sundays or holidays.

"Authorized Officer" means, with respect to any Person, any person who is
 ------------------
authorized to act for such Person in matters relating to the Transaction
Documents and whose action is binding upon such Person. 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. With respect to the Trust Depositor
or the Servicer, initially those individuals the names of whom appear on the
lists of Authorized Officers delivered on the Closing Date (as such list may be
modified or supplemented from time to time thereafter). With respect to the
Indenture Trustee, the Chairman or Vice President of the Board of Directors or
Trustees, the Chairman or Vice Chairman of the Executive or Standing Committee
of the Board of Directors or Trustees, the President, the Chairman of the
Committee on Trust Matters, any vice president, any assistant vice president,
the Secretary, any assistant secretary, the Treasurer, any assistant treasurer,
the Cashier, any assistant cashier, any trust officer, the Controller and any
assistant controller 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 particular subject.

"Beneficial Owner" means, with respect to a Note, the Person who is the
 ----------------
beneficial owner of such Note, as reflected on the books of the Depository or on
the books of a Person maintaining an account with such Depository (directly or
as an indirect participant, in accordance with the rules of such Depository), as
the case may be.

"Certificate Account" has the meaning given to such term in Section 5.01 of the
 -------------------                                        ------------
Trust Agreement.

"Certificate Registrar" means initially, the Indenture Trustee, and thereafter,
 ---------------------
any successor appointed pursuant to the Trust Agreement.

"Clearstream" means Clearstream Banking, a societe anonyme, a limited liability
 -----------
company organized under the laws of Luxembourg.

"Corporate Trust Office" means in the case of Owner Trustee: Wilmington Trust
 ----------------------
Company, One Rodney Square North, Wilmington, Delaware 19890, Attention:
Corporate Trust Administration and in the case of the Indenture Trustee: Wells
Fargo Bank Minnesota, National Association, Sixth and Marquette Avenue, MAC
N9311-161, Minneapolis, Minnesota 55479, Attention: Corporate Trust
Services/Asset Backed Administration, or at such other address as the Owner
Trustee or the Indenture Trustee may designate from time to time by notice to
the Issuer, or the principal corporate trust officer of any successor Owner
Trustee or Indenture Trustee at the address designated by such successor by
notice to the Issuer.

                                       2

<PAGE>

"Default" means any occurrence which is or with the lapse of time or both would
 -------
become an Event of Default.

"Depository" means The Depository Trust Company or its successors or assigns.
 ----------

"Depository Participant" means a Person for whom, from time to time, the
 ----------------------
Depository effects book-entry transfers and pledges of securities deposited with
the Depository.

"Direct Participant" means any broker-dealer, bank or other financial
 ------------------
institution for whom the nominee of the Depository holds an interest in any
Note.

"DTC" means the Depository Trust Company.
 ---

"DTC Custodian" means the Indenture Trustee as a custodian for DTC.
 -------------

"ERISA" means The Employee Retirement Income Security Act of 1974, as amended,
 -----
or any successor legislation thereto.

"Event of Default" has the meaning set forth in Section 5.01.
 ----------------                               ------------

"Global Note" means any Note registered in the name of the Depository or its
 -----------
nominee, beneficial interests of which are reflected on the books of the
Depository or on the books of a Person maintaining any account with such
Depository (directly or as an indirect participant in accordance with the rules
of such Depository). The Global Note shall include the Rule 144A Global Notes
and the Regulation S Global Notes.

"Grant" means to mortgage, pledge, bargain, warrant, alienate, remise, release,
 -----
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to the
Indenture. A Grant of Indenture 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 such collateral or other agreement or
instrument 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.

"Indenture Collateral" has the meaning given to such term in the Granting
 --------------------                                            --------
Clauses.
-------

"Indenture Trustee" has the meaning given to such term in the Preamble.
 -----------------                                            --------

"Indirect Participant" means any financial institution for whom any Direct
 --------------------
Participant holds an interest in any Note.

                                       3

<PAGE>

"Individual Note" means any Note registered in the name of a holder other than
 ---------------
the Depository or its nominee.

"Initial Purchaser" means First Union Securities, Inc., or any successor
 -----------------
thereto.

"Institutional Accredited Investor" means any Person meeting the requirements of
 ---------------------------------
Rule 501 (a) (1) - (3) or (7) of Regulation D under the Securities Act.

"Issuer Order" 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 or
by the Servicer on behalf of the Issuer.

"Letter of Representations" means the Letter of Representations, dated December
 -------------------------
20, 2001 among the Issuer, the Indenture Trustee and the Depository.

"MCG" means MCG Capital Corporation, together with its successors and assigns.
 ---

"Note Register" has the meaning given to such term in Section 4.02.
 -------------                                        ------------

"Note Registrar" has the meaning given to such term in Section 4.02.
 --------------                                        ------------

"Opinion" or "Opinion of Counsel" means a written opinion of counsel, who may,
 -------------------------------
without limitation, be counsel for MCG or the Servicer, reasonably acceptable to
the Indenture Trustee and experienced in matters relating thereto.

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

          (i) Notes in exchange for or in lieu of which other Notes have been
     executed, authenticated and delivered pursuant to the Indenture unless
     proof satisfactory to the Indenture Trustee is presented that any such
     Notes are held by a holder in due course; and

          (ii) Notes theretofore canceled by the Note Registrar or delivered to
     the Indenture Trustee for cancellation.

"Owner" means each Holder of a Note.
 -----

"Owner Trustee" means Wilmington Trust Company, not in its individual capacity
 -------------
but solely as owner trustee under the Trust Agreement, and any successor Owner
Trustee thereunder.

"Participant" means a Person that has an account with DTC.
 -----------

"Paying Agent" means, with respect to the Notes, any paying agent or co-paying
 ------------
agent appointed pursuant to Section 3.03 of the Indenture, which initially shall
                            ------------
be the Indenture Trustee. With respect to the Certificates, any paying agent or
co-paying agent appointed pursuant to Section
                                      -------

                                        4

<PAGE>

3.09 of the Trust Agreement which initially shall be Wells Fargo Bank Minnesota,
----
National Association.

"Percentage Interest" means, with respect to a Class A Note, Class B Note or
 -------------------
Class C Note, the fraction, expressed as a percentage, the numerator of which is
the denomination represented by such Class A Note, Class B Note or Class C Note
and the denominator of which is the Initial Class A Principal Balance, the
Initial Class B Principal Balance or the Initial Class C Principal Balance, as
the case may be. With respect to a Certificate, the percentage set forth on the
face thereof.

"Plan" has the meaning given to such term in subsection 4.02(t).
 ----                                        ------------------

"Private Placement Memorandum" means the Private Placement Memorandum, dated
 ----------------------------
December 19, 2001 prepared in connection with the offer and sale of the Class A
Notes and the Class B Notes.

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

"Qualified Institutional Buyer" means as used herein, has the meaning ascribed
 -----------------------------
to such term in Rule 144A under the Securities Act.

"Regulation S" means Regulation S under the Securities Act.
 ------------

"Regulation S Global Notes" means the Notes sold in offshore transactions in
 -------------------------
reliance on Regulation S and represented by one or more Global Notes deposited
with the Indenture Trustee as custodian for the Depository.

"Regulation S Investor" means, with respect to a transferee of a Regulation S
 ---------------------
Global Note pursuant to Regulation S.

"Restricted Period" means the 40-day period prescribed by Regulation S
 -----------------
commencing on the later of (a) the date upon which Notes are first offered to
Persons other than the Initial Purchaser and any other distributor (as such term
is defined in Regulation S) of the Notes and (b) the Closing Date.

"Rule 144A Certification" means a letter substantially in the form attached to
 -----------------------
the Indenture as Exhibit D-2.
                 -----------

"Rule 144A Global Notes" means the Notes sold within the United States to U.S.
 ----------------------
Persons, initially issued to Qualified Institutional Buyers in the form of
beneficial interests in one or more Global Notes, deposited with the Indenture
Trustee as custodian for the Depository.

"Sale" has the meaning given to such term in Section 5.15.
 ----                                        ------------

                                       5

<PAGE>

"Sale And Servicing Agreement" means the Sale and Servicing Agreement, dated as
 ----------------------------
of December 1, 2001, by and among MCG Commercial Loan Trust 2001-1, as the
Trust, MCG Finance III, LLC, as the Trust Depositor, MCG Capital Corporation, as
the Originator and as the Servicer, and Wells Fargo Bank Minnesota, National
Association, as the Indenture Trustee and the Backup Servicer.

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

"Securities Legend" "THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
 -----------------
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE
                                         --------------
SECURITIES OR BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS
NOTE, AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
TRANSFERRED ONLY IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
AND ONLY (1) (A) PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO
                                                                  ---------
A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A
                                    ---
QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH
CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN
RELIANCE ON RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL
"ACCREDITED INVESTOR" (WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE
SECURITIES ACT) PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION
OF THE SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A
LETTER SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT
BY THE INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE
TRUSTEE THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID
REGISTRATION STATEMENT."

"Series" means 2001-1.
 ------

"Servicer's Certificate" means the certificate as defined in Section 9.02 of the
 ----------------------                                      ------------
Sale and Servicing Agreement.

"Servicing Officer" means any officer of the Servicer involved in, or
 -----------------
responsible for, the administration and servicing of the Loans whose name
appears on a list of servicing officers furnished to the Indenture Trustee by
the Servicer, as such list may from time to time be amended.

                                       6

<PAGE>

"Termination Price" means the price calculated in accordance with Section 10.01
 -----------------                                                -------------
of the Sale and Servicing Agreement.

"Transfer" has the meaning given to such term in Section 4.02.
 --------                                        -------------

"Transferee Letter" means the letter set forth in Exhibit D-1 to the Indenture.
 -----------------                                -----------

"Trust Agreement" means the Trust Agreement, dated as of December 1, 2001, among
 ---------------
the Owner Trustee and the Trust Depositor.

"Trust Certificate" means a certificate evidencing the beneficial interest of a
 -----------------
Certificateholder in the Issuer, substantially in the form of Exhibit A attached
                                                              ---------
to the Trust Agreement.

"Trust Company" means Wilmington Trust Company (and any successor thereto or
 -------------
assign thereof), in its individual capacity, and any other Person who shall act
as Owner Trustee under the Trust Agreement, in its individual capacity.

"Trust Indenture Act" or "TIA" means the Trust Indenture Act of 1939, as amended
 -------------------
from time to time, as in effect on any relevant date.

"U.S. Person" means a person that is a citizen or resident of the United States,
 -----------
a corporation or partnership (except as provided in applicable Treasury
regulations) created or organized in or under the laws of the United States, any
State or the District of Columbia, including any entity treated as a corporation
or partnership for federal income tax purposes, an estate whose income is
subject to United States federal income tax regardless of its source, or a trust
if a court within the United States is able to exercise primary supervision over
the administration of such trust, and one or more such U.S. Persons have the
authority to control all substantial decisions of such trust (or, to the extent
provided as applicable Treasury regulations, certain trusts in existence on
August 20, 1996 which are eligible to elect to be treated as a U.S. Person).

     Section 1.02 Rules of Construction.
                  ---------------------

     Unless the context otherwise requires:

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

          (ii) an accounting term not otherwise defined has the meaning given 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;

                                       7

<PAGE>

          (vi) any pronouns shall be deemed to cover all genders; and

          (vii) 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, waived 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 Notes, together with the Indenture Trustee's certificate of
authentication, shall be in substantially the forms set forth in Exhibits A-1,
                                                                 ------------
A-2 and A-3 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
appropriate Authorized 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.

     The 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 Authorized Officers executing such Notes, as
evidenced by their execution of such Notes.

     The terms of the Notes set forth in Exhibits A-1, A-2 and A-3 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 Notes for original issue in an aggregate amount equal to the Initial
Class A Principal Balance, Class B

                                       8

<PAGE>

Notes for original issue in an aggregate amount equal to the Initial Class B
Principal Balance and Class C Notes for original issue in an aggregate amount
equal to the Initial Class C Principal Balance.

     Each Note shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes in the minimum initial denominations of $1,000,000
and in integral multiples of $100,000 in excess thereof; provided, however, that
                                                         -----------------
one Note of each Class may be issued in a different denomination.

     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 Opinions of Counsel.
                  -------------------

     On the Closing Date, the Indenture Trustee shall have received: (i) an
Opinion of Counsel (subject to customary qualifications), in form and substance
reasonably satisfactory to the Indenture Trustee and its counsel, with respect
to securities law matters; (ii) an Opinion of Counsel (subject to customary
qualifications), in form and substance reasonably satisfactory to the Indenture
Trustee and its counsel, with respect to the tax status of the arrangement
created by this Indenture; and (iii) an Opinion of Counsel to the Issuer
(subject to customary qualifications), in form and substance reasonably
satisfactory to the Indenture Trustee and its counsel, with respect to the due
authorization, valid execution and delivery of this Indenture and with respect
to its binding effect on the Issuer.

                                   ARTICLE III

                                    COVENANTS

     Section 3.01 Collection of Payments on Loans; Trust Accounts.
                  -----------------------------------------------

     The Servicer shall establish and maintain each of the Trust Accounts
specified in Sections 7.01 of the Sale and Servicing Agreement. The Indenture
             -------------
Trustee shall ensure that each of the Trust Accounts is established and
maintained as an Eligible Deposit Account with a Qualified Institution. If any
institution with which any of the Trust Accounts established pursuant to
subsection 7.01(a) of the Sale and Servicing Agreement are established ceases to
------------------
be a Qualified Institution, the Servicer, or if the Servicer fails to do so, the
Indenture Trustee (as the case may be) shall within ten (10) Business Days
establish a replacement account at a Qualified Institution after notice of such
event. In no event shall the Indenture Trustee be responsible for monitoring
whether such Eligible Institution shall remain a Qualified Institution. The
Indenture Trustee shall make all payments of principal of and interest on the
Notes, subject to Section 3.03 and as provided in Section 3.05 herein from
                  ------------                    ------------
moneys on deposit in the Note Distribution Account.

                                       9

<PAGE>

     Section 3.02 Maintenance of Office or Agency.
                  -------------------------------

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

     Section 3.03 Money for Payments To Be Held in Trust; Paying Agent.
                  ----------------------------------------------------

     As provided in Section 3.01, all payments of amounts due and payable with
                    ------------
respect to any Notes that are to be made from amounts withdrawn from the Note
Distribution Account pursuant to Section 3.01 shall be made on behalf of the
                                 ------------
Issuer by the Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Note Distribution Account for payments of Notes shall be paid
over to the Issuer except as provided in this Section 3.03.
                                              ------------

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

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

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

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

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

                                       10

<PAGE>

          (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 (2) years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer on an Issuer Order; and the Holder of such Note shall
thereafter, as an unsecured general creditor, look only to the Issuer for
payment thereof (but only to the extent of the amounts so paid to the Issuer),
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that the Indenture
                                        --------  -------
Trustee or such Paying Agent, before being required to make any such repayment,
shall at the expense and direction of the Issuer cause to be published once, in
an Authorized Newspaper, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than thirty (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, in which case the Issuer will keep in full
effect its existence, rights and franchises under the laws of such other
jurisdiction).

     Section 3.05 Payment of Principal and Interest.
                  ---------------------------------

     The Issuer will duly and punctually pay the principal of and interest on
the Notes in accordance with the terms of such Notes, this Indenture and the
Sale and Servicing Agreement. The Issuer will cause to be distributed all
amounts on deposit in the Note Distribution Account on a Remittance Date
deposited therein pursuant to the Sale and Servicing Agreement for the

                                       11

<PAGE>

benefit of the Notes, to the applicable Noteholders. Amounts properly withheld
under the Code or any applicable state law 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 3.06 Protection of Indenture Collateral.
                  ----------------------------------

     (a) The Issuer intends the security interest Granted pursuant to this
Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be
prior to all other liens in respect of the Indenture Collateral, and the Issuer
shall take or shall cause the Servicer to take all actions necessary to obtain
and maintain, for the benefit of the Indenture Trustee on behalf of the
Noteholders, a first lien on and a first priority, perfected security interest
in the Indenture Collateral. In connection therewith, pursuant to Section 2.06
                                                                  ------------
of the Sale and Servicing Agreement, the Issuer shall cause to be delivered into
the possession of the Indenture Trustee as pledgee hereunder, indorsed in blank,
any "instruments" (within the meaning of the UCC), not constituting part of
chattel paper, evidencing any Loan which is part of the Indenture Collateral.
The Indenture Trustee acknowledges and agrees that (i) it holds possession of
the Loan Assets delivered to it under the Sale Agreement for the benefit of the
Trust Depositor, (ii) it holds the Loan Assets delivered to it under the Sale
and Servicing Agreement for the benefit of the Trust, and (iii) it holds the
Collateral delivered to it pursuant to this Indenture for the benefit of the
Noteholders. The Indenture Trustee agrees to maintain continuous possession of
such delivered instruments as pledgee hereunder until this Indenture shall have
terminated in accordance with its terms or until, pursuant to the terms hereof
or of the Sale and Servicing Agreement, the Indenture Trustee is otherwise
authorized to release such instrument from the Indenture Collateral. The
Servicer, on behalf of the Issuer, will from time to time prepare (or shall
cause to be prepared), 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 Loans transferred to the Issuer as and to the
     extent commercially reasonable; or

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

     (b) Except as otherwise provided in or permitted by the Sale and Servicing
Agreement or this Indenture, the Indenture Trustee shall not remove any portion
of the Indenture Collateral that consists of money or is evidenced by an
instrument, certificate or other writing

                                       12

<PAGE>

from the jurisdiction in which it was held at the date of the most recent
Opinion of Counsel delivered pursuant to Section 3.07 (or from the jurisdiction
                                         ------------
in which it was held as described in the Opinion of Counsel delivered at the
Closing Date pursuant to subsection 3.07(a), if no Opinion of Counsel has yet
                         ------------------
been delivered pursuant to subsection 3.07(b)) unless the Indenture Trustee
                           ------------------
shall have first received an Opinion of Counsel to the effect that the lien and
security interest created by this Indenture with respect to such property will
continue to be maintained after giving effect to such action or actions.

     The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.06.
                                                          ------------

     Section 3.07 Opinions as to Indenture Collateral.
                  -----------------------------------

     (a) On or before the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel (subject to customary qualifications)
either stating that, in the opinion of such counsel, such action has been taken
with respect to the delivery of the Underlying Notes 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 December 31 in each calendar year, beginning in 2002, the
Servicer on behalf of the Issuer will furnish to the Indenture Trustee an
Opinion of Counsel at the expense of the Issuer either stating that, in the
opinion of such counsel (subject to customary qualifications), such action has
been taken with respect to 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 perfection of the lien and security interest
created by this Indenture and reciting the details of such action or stating
that in the opinion of such counsel no such (subject to customary
qualifications) action is necessary to maintain the perfection of such lien and
security interest. Such Opinion of Counsel shall also describe any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel (subject to
customary qualifications), be required to maintain the lien and security
interest of this Indenture until December 31 in the following calendar year
(subject to customary qualifications).

     Section 3.08 [Reserved].
                   --------

     Section 3.09 Performance of Obligations; Sale and Servicing Agreement.
                  --------------------------------------------------------

     (a) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Transaction Documents and in the
instruments and agreements included in the Indenture Collateral.

                                       13

<PAGE>

     (b) The Issuer may contract with other Persons to assist it in performing
its duties under this Indenture, the Transaction Documents and in the
instruments and agreements included in the Indenture Collateral, 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 to assist the
Issuer in performing its duties under this Indenture, the Transaction Documents
and in the instruments and agreements included in the Indenture Collateral.

     (c) The Issuer will not take any action or permit any action to be taken by
others which would release any Person from any of such Person's covenants or
obligations under any of the documents relating to the Loans or under any
instrument included in the Indenture Collateral, or which would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any of the documents relating to the Loans or
any such instrument, except such actions as the Servicer is expressly permitted
to take in the Transaction Documents.

     (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default, 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 in respect of such Servicer Default. If such Servicer Default
arises from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the Loans,
the Issuer may remedy such failure. So long as any such Servicer Default shall
be continuing, the Indenture Trustee may exercise its remedies set forth in
Section 8.02 of the Sale and Servicing Agreement. Unless granted or permitted by
the Holders of the Notes to the extent provided above, the Issuer may not waive
any such Servicer Default or terminate the rights and powers of the Servicer
under the Sale and Servicing Agreement.

     Section 3.10 Negative Covenants.
                  ------------------

     So long as any Notes are Outstanding, the Issuer shall not:

          (i) except as expressly permitted by this Indenture or any other
     Transaction Document, sell, transfer, exchange or otherwise dispose of the
     Indenture Collateral, 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 applicable state law) 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 Indenture
     Collateral;

          (iii) 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,

                                       14

<PAGE>

     permit any lien, charge, excise, claim, security interest, mortgage or
     other encumbrance (other than the lien of this Indenture or any other
     Transaction Document) to be created on or extend to or otherwise arise upon
     or burden the Indenture Collateral or any part thereof or any interest
     therein or the proceeds thereof or permit the lien of this Indenture not to
     constitute a valid first priority security interest in the Indenture
     Collateral; or

          (iv) except as contemplated in the Transaction Documents, dissolve or
     liquidate in whole or in part.

     Section 3.11 Annual Statement as to Compliance.
                  ---------------------------------

     The Issuer will deliver to the Indenture Trustee and the Rating Agencies,
within ninety (90) days after the end of each calendar year (commencing with the
calendar year ending 2002), an Officer's Certificate stating, as to the Person
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 Person's
     supervision or direction; and

          (ii) to the best of such Person'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 such a default in its
     compliance with any such condition or covenant, specifying each such
     default known to such Person and the nature and status thereof.

     Section 3.12 Recording of Assignments.
                  ------------------------

     The Issuer shall submit or cause to be submitted for recording all
Assignments of Mortgages within the time period set forth in the Sale and
Servicing Agreement.

     Section 3.13 Representations and Warranties Concerning the Loans.
                  ---------------------------------------------------

     The Issuer has pledged to the Indenture Trustee for the benefit of the
Noteholders all of its rights under the Sale and Servicing Agreement and the
Indenture Trustee has the benefit of the representations and warranties made by
the Trust Depositor in such document concerning the Loans transferred into the
Loan Assets and the right to enforce any remedy against the Originator and the
Trust Depositor provided in the Sale and Servicing Agreement, to the same extent
as though such representations and warranties were made directly to the
Indenture Trustee.

     Section 3.14 Indenture Trustee's Review of Loan Files.
                  ----------------------------------------

     The Indenture Trustee agrees, for the benefit of the Noteholders, to review
the Loan Files as provided in Section 2.08 of the Sale and Servicing Agreement.
                              ------------

                                       15

<PAGE>

     Section 3.15 Indenture Collateral; Related Documents.
                  ---------------------------------------

     (a) When instructed to do so by the Issuer or the Servicer, the Indenture
Trustee 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 which are not inconsistent with the provisions of this
Indenture or the Sale and Servicing Agreement. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article III
                                                                 -----------
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) In order to facilitate the servicing of the Loans, the Indenture
Trustee authorizes the Servicer in the name and on behalf of the Indenture
Trustee and the Issuer, to perform its duties and obligations under the Sale and
Servicing Agreement and the Indenture Trustee agrees to perform its obligations
thereunder in accordance with the terms thereof.

     (c) The Indenture Trustee shall, at such time as there are no Notes
Outstanding, release all of the Indenture Collateral to the Issuer (other than
any cash held for the payment of the Notes pursuant to Section 3.03 or 4.06),
                                                       ------------    ----
subject, however, to the rights of the Indenture Trustee under Section 6.07.
                                                               ------------

     Section 3.16 Amendments to Sale and Servicing Agreement.
                  ------------------------------------------

     The Indenture Trustee may enter into any amendment or supplement to the
Sale and Servicing Agreement only in accordance with Section 13.01 of the Sale
                                                     -------------
and Servicing Agreement. The Indenture Trustee may, in its reasonable
discretion, decline to enter into or consent to any such supplement or amendment
if its own rights, duties or immunities shall be adversely affected in any
material respect.

     Section 3.17 Servicer as Agent and Bailee of Indenture Trustee.
                  -------------------------------------------------

     (a) Solely for purposes of perfection under Section 9-313 of the UCC or
other similar applicable law, rule or regulation of the state in which such
property is held by the Servicer, the Indenture Trustee hereby acknowledges that
the Servicer is acting as agent and bailee of the Indenture Trustee in holding
amounts on deposit in the Principal and Interest Accounts pursuant to Section
                                                                      -------
7.01 of the Sale and Servicing Agreement, as well as its agent and bailee in
----
holding any documents released to the Servicer pursuant to the Sale and
Servicing Agreement, and any other items constituting a part of a Indenture
Collateral which from time to time come into the possession of the Servicer. It
is intended that, by the Servicer's execution and delivery of the Sale and
Servicing Agreement, the Indenture Trustee, as a secured party, will be deemed
to have possession of such documents, such moneys and such other items for
purposes of Section 9-313 of the UCC of the state in which such property is held
by the Servicer.

     (b) Solely for purposes of perfection under Section 9-313 of the UCC or
other similar applicable law, rule or regulation of the state in which such
property is held by the Indenture Trustee, if the transfer of the Loans and the
other assets in the Indenture Collateral by the Trust

                                       16

<PAGE>

Depositor to the Issuer is deemed to be a loan, the Indenture Trustee hereby
acknowledges it is acting as agent and bailee of the Issuer in holding items
constituting a part of the Indenture Collateral which from time to time come
into the possession of the Indenture Trustee.

     Section 3.18 Investment Company Act.
                  ----------------------

     The Issuer shall not be required to register as an "investment company"
under the Investment Company Act of 1940, as amended (or any successor or
amendatory statute).

     Section 3.19 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 or any state or the District of Columbia and
     shall expressly assume, by an indenture supplemental hereto, executed and
     delivered to the Indenture Trustee, in form satisfactory to the Indenture
     Trustee, the due and punctual payment of the principal of and interest on
     all Notes and Certificates 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;

          (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
     Article III and that all conditions precedent herein provided for relating
     -----------
     to such transaction have been complied with.

     (g) Except as otherwise permitted hereunder or under the Transaction
Documents, the Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Indenture Collateral,
to any Person, unless:

                                       17

<PAGE>

          (i) the Person that acquires by conveyance or transfer the properties
     and assets of the Issuer the conveyance or transfer of which is hereby
     restricted shall be a United States citizen or a Person organized and
     existing under the laws of the United States or any state, expressly
     assumes, by an indenture supplemental hereto, executed and delivered to the
     Indenture Trustee, in form reasonably 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, 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 the Holders of the Notes,
     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;

          (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;

          (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

          (v) 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.

     Section 3.20 Successor or Transferee.
                  -----------------------

     (a) Upon any consolidation or merger of the Issuer in accordance with
subsection 3.19(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 subsection 3.19(b), the Issuer will be released from every
                   ------------------
covenant and agreement of this Indenture to be observed or performed on the part
of the Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee that the Issuer is to be so released.

                                       18

<PAGE>

     Section 3.21 No Other Business.
                  -----------------

     The Issuer shall not engage in any business other than financing,
purchasing, owning, selling, managing and enforcing the Loans in the manner
contemplated by this Indenture and the Transaction Documents and all activities
incidental thereto.

     Section 3.22 No Borrowing.
                  ------------

     The Issuer shall not issue, incur, assume, guarantee or otherwise become
liable, directly or indirectly, for any indebtedness except for the Notes and
any other indebtedness permitted by the Transaction Documents.

     Section 3.23 Guarantees, Loans, Advances and Other Liabilities.
                  -------------------------------------------------

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

     Section 3.24 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 3.25 [Reserved].
                   --------

     Section 3.26 Restricted Payments.
                  -------------------

     The Issuer shall not, directly or indirectly, (i) pay any dividend or make
any distribution (by reduction of capital or otherwise), whether in cash,
property, securities or a combination thereof, to the Owner Trustee or any owner
of a beneficial interest in the Issuer or otherwise with respect to any
ownership or equity interest or security in or of the Issuer, (ii) redeem,
purchase, retire or otherwise acquire for value any such ownership or equity
interest or security or (iii) set aside or otherwise segregate any amounts for
any such purpose; provided, however, that the Issuer may make, or cause to be
                  --------  -------
made, (w) distributions to the Owner Trustee, the Trust Company and the
Certificateholders as contemplated by, and to the extent funds are available for
such purpose under the Trust Agreement and the Sale and Servicing Agreement, (x)
payment to the Servicer and/or Trust Depositor pursuant to the terms of the Sale
and Servicing Agreement or the other Transaction Documents and (y) payments to
the Indenture Trustee pursuant to terms of the Sale and Servicing Agreement. The
Issuer will not, directly or indirectly, make payments to

                                       19

<PAGE>

or distributions from the Note Distribution Account except in accordance with
this Indenture and the Transaction Documents.

     Section 3.27 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 and under the Trust Agreement.

     Section 3.28 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.

     Section 3.29 Statements to Noteholders.
                  -------------------------

     The Indenture Trustee shall forward by mail to each Noteholder the
statements delivered to it pursuant to Article IX of the Sale and Servicing
                                       ----------
Agreement except for the Quarterly Report. The Indenture Trustee may make
available to the Noteholders and to the parties to the Transaction Documents and
the Rating Agencies, via the Indenture Trustee's Internet website, each
Quarterly Report and, with the consent or at the direction of the Trust
Depositor, such other information regarding the Notes and/or the Loans as the
Indenture Trustee may have in its possession, but only with the use of a
password provided by the Indenture Trustee or its agent to such Person upon
receipt by the Indenture Trustee from such Person of a certification in the form
of Exhibit I; provided, however, that the Indenture Trustee or its agent shall
   ---------  --------  -------
provide such password to the parties to the Transaction Documents and the Rating
Agencies without requiring such certification.

     The Indenture Trustee's Internet website shall be initially located at
"www.ABSNet.net" or at such other address as shall be specified by the Indenture
 --------------
Trustee from time to time in writing to the Noteholders, the parties to the
Transaction Documents and the Rating Agencies. In connection with providing
access to the Indenture Trustee's Internet website, the Indenture Trustee may
(other than with respect to the parties to the Transaction Documents and the
Rating Agencies) require registration and the acceptance of a disclaimer. The
Indenture Trustee shall not be liable for the dissemination of information in
accordance with this Agreement.

     Section 3.30 Grant of Substitute Loans.
                  -------------------------

     In consideration of the delivery on each Subsequent Transfer Date pursuant
to and in accordance with the terms of Section 2.04 of the Sale and Servicing
                                       ------------
Agreement, the Issuer shall, on such Subsequent Transfer Date, grant to the
Indenture Trustee a security interest in all of its right, title and interest in
the Loans being transferred on such Subsequent Transfer Date and simultaneously
with the grant of the Substitute Loans to the extent of the availability
thereof, the Issuer will cause the related Loan File to be delivered to the
Indenture Trustee.

                                       20

<PAGE>

     Section 3.31 Determination of Note Rate.
                  --------------------------

     Until the Outstanding Principal Balance of each Class of Notes has been
reduced to zero, the Indenture Trustee shall determine LIBOR, the Class A Note
Interest Rate and the Class B Note Interest Rate for each Class of Notes for
each Interest Accrual Period as provided in Section 7.06 of the Sale and
                                            ------------
Servicing Agreement and shall inform the Issuer, the Trust Depositor and the
Servicer at their respective email addresses given to the Indenture Trustee in
writing thereof. Any such determination by the Indenture Trustee of the amount
of interest distributable on the Class A Notes and the Class B Notes shall be
binding on the parties absent manifest error.

                                   ARTICLE IV

               THE NOTES; SATISFACTION AND DISCHARGE OF INDENTURE

     Section 4.01 The Notes.
                  ---------

     Certain of the Class A Notes and the Class B Notes shall be registered
initially in the name of Cede & Co. Beneficial Owners will hold interests in the
Class A Notes and the Class B Notes through the book-entry facilities of the
Depository in minimum denominations of $1,000,000 and integral multiples of
$100,000 in excess thereof. Subject to subsections 4.02(b), (p), (q) and (r),
                                       -------------------  ---  ---     ---
certain of the Class A Notes and Class B Notes and all of the Class C Notes
shall be issued in such names and denominations as may be set forth on an Issuer
Order delivered to the Indenture Trustee.

     The Notes shall, on original issue, be executed on behalf of the Issuer by
the Owner Trustee, not in its individual capacity but solely as Owner Trustee,
authenticated by the Note Registrar and delivered by the Indenture Trustee to or
upon the order of the Issuer.

     Section 4.02 Registration of Transfer and Exchange of Notes.
                  ----------------------------------------------

     (a) The Indenture Trustee shall cause to be kept a Note Register (the "Note
                                                                            ----
Register") in which, subject to such reasonable regulations as it may prescribe,
--------
the Issuer shall provide for the registration of Notes and the registration of
transfers and exchanges of Notes as herein provided. The Indenture Trustee shall
be "Note Registrar" for the purpose of registering Notes and transfers of Notes
    --------------
as herein provided. The Note Register shall contain the name, remittance
instructions, Class of each Noteholder, as well as the Series and the number in
the Series.

     (b) Each Class of Notes shall be issued in minimum denominations of
$1,000,000 initial principal amount and integral multiples of $100,000 in excess
thereof, except that one Note of each Class may be in a different denomination
so that the sum of the denominations of all outstanding Notes of such Class
shall equal the applicable Initial Class A Principal Balance, the Initial Class
B Principal Balance and the Initial Class C Principal Balance, respectively. On
the Closing Date, the Indenture Trustee will execute and authenticate (i) one or
more Global

                                       21

<PAGE>

Notes and/or (ii) Individual Notes all in an aggregate principal amount that
shall equal the applicable Initial Class A Principal Balance, the applicable
Initial Class B Principal Balance and the applicable Initial Class C Principal
Balance.

     The Global Notes (i) shall be delivered by the Issuer to the Depository or,
pursuant to the Depository's instructions, shall be delivered by the Issuer on
behalf of the Depository to and deposited with the DTC Custodian, and in each
case shall be registered in the name of Cede & Co. and (ii) with respect to the
Rule 144A Global Notes, shall bear a legend substantially to the following
effect:

     "Unless this Note is presented by an authorized representative of The
     Depository Trust Company, a New York corporation ("DTC"), to the Note
                                                        ---
     Registrar or its agent for registration of transfer, exchange or payment,
     and any Note issued is registered in the name of Cede & Co. or in such
     other name as is requested by an authorized representative of DTC (and any
     payment is made to Cede & Co. or to such other entity as is requested by an
     authorized representative of DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF
     FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL inasmuch as the
     registered owner hereof, Cede & Co., has an interest herein."

     The Global Notes may be deposited with such other Depository as the Issuer
may from time to time designate, and shall bear such legend as may be
appropriate; provided, that, such successor Depository maintains a book-entry
system that qualifies to be treated as "registered form" under Section 163(f)(3)
of the Code.

     The Issuer and the Indenture Trustee are hereby authorized to execute and
deliver a Letter of Representations with the Depository relating to the Notes.

     (c) With respect to Notes registered in the Note Register in the name of
Cede & Co., as nominee of the Depository, the Issuer, the Servicer, the Owner
Trustee (as such and in its individual capacity) and the Indenture Trustee shall
have no responsibility or obligation to Direct or Indirect Participants or
beneficial owners for which the Depository holds Notes from time to time as a
Depository. Without limiting the immediately preceding sentence, the Issuer, the
Servicer, the Owner Trustee, (as such and in its individual capacity), and the
Indenture Trustee shall have no responsibility or obligation with respect to (a)
the accuracy of the records of the Depository, Cede & Co., or any Direct or
Indirect Participant with respect to the ownership interest in the Notes, (b)
the delivery to any Direct or Indirect Participant or any other Person, other
than a registered Holder of a Note, (c) the payment to any Direct or Indirect
Participant or any other Person, other than a registered Holder of a Note as
shown in the Note Register, of any amount with respect to any distribution of
principal or interest on the Notes or (d) the making of book-entry transfers
among Participants of the Depository with respect to Notes registered in the
Note Register in the name of the nominee of the Depository. No Person other than
a registered Holder of a Note as shown in the Note Register shall receive a Note
evidencing such Note.

     (d) Upon delivery by the Depository to the Indenture Trustee of written
notice to the effect that the Depository has determined to substitute a new
nominee in place of Cede & Co.,

                                       22

<PAGE>

and subject to the provisions hereof with respect to the payment of
distributions by the mailing of checks or drafts to the registered Holders of
Notes appearing as registered Owners in the Note Register on a Record Date, the
name "Cede & Co." in this Indenture shall refer to such new nominee of the
Depository.

     (e) In the event that (i) the Depository or the Servicer advises the
Indenture Trustee in writing that the Depository is no longer willing or able to
discharge properly its responsibilities as nominee and depository with respect
to the Global Notes and the Servicer is unable to locate a qualified successor
or (ii) the Servicer at its sole option elects to terminate the book-entry
system through the Depository, the Global Notes shall no longer be restricted to
being registered in the Note Register in the name of Cede & Co. (or a successor
nominee) as nominee of the Depository. At that time, the Servicer may determine
that the Global Notes shall be registered in the name of and deposited with a
successor depository operating a global book-entry system, as may be acceptable
to the Servicer, or such depository's agent or designee but, if the Servicer
does not select such alternative global book-entry system, then upon surrender
to the Note Registrar of the Global Notes by the Depository, accompanied by the
registration instructions from the Depository for registration, the Indenture
Trustee shall at the Servicer's expense authenticate Individual Notes. Neither
the Servicer nor 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 Individual Notes, the
Indenture Trustee, the Note Registrar, the Servicer, any Paying Agent and the
Issuer shall recognize the Holders of the Individual Notes as Noteholders
hereunder.

     (f) Notwithstanding any other provision of this Agreement to the contrary,
so long as any Global Notes are registered in the name of Cede & Co., as nominee
of the Depository, all distributions of principal and interest on such Global
Notes and all notices with respect to such Global Notes shall be made and given,
respectively, in the manner provided in the Letter of Representations.

     (g) Subject to the preceding paragraphs, upon surrender for registration of
transfer of any Note at the office of the Note Registrar and, upon satisfaction
of the conditions set forth below, the Issuer shall execute in the name of the
designated transferee or transferees, a new Note of the same Percentage Interest
and dated the date of authentication by the Indenture Trustee. The Note
Registrar shall notify the Servicer and the Indenture Trustee of any such
transfer.

     At the option of the Noteholders, Notes may be exchanged for other Notes in
authorized denominations of a like Class, upon surrender of the Notes to be
exchanged at such office. Whenever any Notes are so surrendered for exchange,
the Issuer shall execute the Notes which the Noteholder making the exchange is
entitled to receive. Every Note presented or surrendered for transfer or
exchange shall be accompanied by wiring instructions, if applicable, in the form
of Exhibit C.
   ---------

     (h) No service charge shall be made for any transfer or exchange of Notes,
but prior to transfer the Note Registrar may require payment by the transferor
of a sum sufficient to cover

                                       23

<PAGE>

any tax or governmental charge that may be imposed in connection with any
transfer or exchange of Notes.

     All Notes surrendered for payment, transfer and exchange or redemption
shall be marked canceled by the Note Registrar and retained for one year and
destroyed thereafter.

     (i) By acceptance of an Individual Note, whether upon original issuance or
subsequent transfer, each holder of such a Note acknowledges the restrictions on
the transfer of such Note set forth in the Securities Legend and agrees that it
will transfer such a Note only as provided herein. In addition to the provisions
of subsection 4.02(n) the following restrictions shall apply with respect to the
   ------------------
transfer and registration of transfer of an Individual Note to a transferee that
takes delivery in the form of an Individual Note:

          (i) The Note Registrar shall register the transfer of an Individual
     Note if the requested transfer is being made to a transferee who has
     provided the Note Registrar with a Rule 144A Certification.

          (ii) The Note Registrar shall register the transfer of any Individual
     Note if (x) the transferor has advised the Note Registrar in writing that
     the Note is being transferred to an Institutional Accredited Investor; and
     (y) prior to the transfer the transferee furnishes to the Note Registrar a
     Transferee Letter, provided that, if based upon an Opinion of Counsel to
     the effect that the delivery of (x) and (y) above are not sufficient to
     confirm that the proposed transfer is being made pursuant to an exemption
     from, or in a transaction not subject to, the registration requirements of
     the Securities Act and other applicable laws, the Note Registrar may as a
     condition of the registration of any such transfer require the transferor
     to furnish other certifications, legal opinions or other information prior
     to registering the transfer of an Individual Note.

     (j) Subject to subsection 4.02(n), so long as a Global Note remains
                    ------------------
outstanding and is held by or on behalf of the Depository, transfers of
beneficial interests in the Global Note, or transfers by holders of Individual
Notes to transferees that take delivery in the form of beneficial interests in
the Global Note, may be made only in accordance with this subsection 4.02(j) and
                                                          ------------------
in accordance with the rules of the Depository.

          (i) Rule 144A Global Note to Regulation S Global Note During the
              ------------------------------------------------------------
     Restricted Period. If, during the Restricted Period, a Beneficial Owner of
     -----------------
     an interest in a Rule 144A Global Note wishes at any time to transfer its
     beneficial interest in such Rule 144A Global Note to a Person who wishes to
     take delivery thereof in the form of a beneficial interest in a Regulation
     S Global Note, such Beneficial Owner may, in addition to complying with all
     applicable rules and procedures of the Depository and Clearstream or
     Euroclear applicable to transfers by their respective participants (the
     "Applicable Procedures"), transfer or cause the transfer of such beneficial
      ---------------------
     interest for an equivalent beneficial interest in the Regulation S Global
     Note only upon compliance with the provisions of this subsection
                                                           ----------
     4.02(j)(i). Upon receipt by the Note Registrar at its Corporate Trust
     ----------
     Office of (1) written instructions given in accordance with the Applicable

                                       24

<PAGE>

     Procedures from a Depository Participant directing the Note Registrar to
     credit or cause to be credited to another specified Depository
     Participant's account a beneficial interest in the Regulation S Global Note
     in an amount equal to the denomination of the beneficial interest in the
     Rule 144A Global Note to be transferred, (2) a written order given in
     accordance with the Applicable Procedures containing information regarding
     the account of the Depository Participant (and the Euroclear or Clearstream
     account, as the case may be) to be credited with, and the account of the
     Depository Participant to be debited for, such beneficial interest, and (3)
     a certificate in the form of Exhibit E hereto given by the Beneficial Owner
                                  ---------
     that is transferring such interest, the Note Registrar shall instruct the
     Depository to reduce the denomination of the Rule 144A Global Note by the
     denomination of the beneficial interest in the Rule 144A Global Note to be
     so transferred and, concurrently with such reduction, to increase the
     denomination of the Regulation S Global Note by the denomination of the
     beneficial interest in the Rule 144A Global Note to be so transferred, and
     to credit or cause to be credited to the account of the Person specified in
     such instructions (who shall be a Depository Participant acting for or on
     behalf of Euroclear or Clearstream, or both, as the case may be) a
     beneficial interest in the Regulation S Global Note having a denomination
     equal to the amount by which the denomination of the Rule 144A Global Note
     was reduced upon such transfer.

          (ii) Rule 144A Global Note to Regulation S Global Note After the
               -----------------------------------------------------------
     Restricted Period. If, after the Restricted Period, a Beneficial Owner of
     -----------------
     an interest in a Rule 144A Global Note wishes at any time to transfer its
     beneficial interest in such Rule 144A Global Note to a Person who wishes to
     take delivery thereof in the form of a beneficial interest in a Regulation
     S Global Note, such holder may, in addition to complying with all
     Applicable Procedures, transfer or cause the transfer of such beneficial
     interest for an equivalent beneficial interest in a Regulation S Global
     Note only upon compliance with the provisions of this subsection
                                                           ----------
     4.02(j)(ii). Upon receipt by the Note Registrar at its Corporate Trust
     -----------
     Office of (1) written instructions given in accordance with the Applicable
     Procedures from a Depository Participant directing the Note Registrar to
     credit or cause to be credited to another specified Depository
     Participant's account a beneficial interest in the Regulation S Global Note
     in an amount equal to the denomination of the beneficial interest in the
     Rule 144A Global Note to be transferred, (2) a written order given in
     accordance with the Applicable Procedures containing information regarding
     the account of the Depository Participant (and, in the case of a transfer
     pursuant to and in accordance with Regulation S, the Euroclear or
     Clearstream account, as the case may be) to be credited with, and the
     account of the Depository Participant to be debited for, such beneficial
     interest, and (3) a certificate in the form of Exhibit F hereto given by
                                                    ---------
     the Beneficial Owner that is transferring such interest, the Note Registrar
     shall instruct the Depository to reduce the denomination of the Rule 144A
     Global Note by the aggregate denomination of the beneficial interest in the
     Rule 144A Global Note to be so transferred and, concurrently with such
     reduction, to increase the denomination of the Regulation S Global Note by
     the aggregate denomination of the beneficial interest in the Rule 144A
     Global Note to be so transferred, and to credit or cause to be credited to
     the account of the Person specified in such instructions (who shall be a
     Depository Participant acting for or on behalf of Euroclear or Clearstream,
     or both, as the case may be) a beneficial interest in

                                       25

<PAGE>

     the Regulation S Global Note having a denomination equal to the amount by
     which the denomination of the Rule 144A Global Note was reduced upon such
     transfer.

          (iii) Regulation S Global Note to Rule 144A Global Note. If the
                -------------------------------------------------
     Beneficial Owner of an interest in a Regulation S Global Note wishes at any
     time to transfer its beneficial interest in such Regulation S Global Note
     to a Person who wishes to take delivery thereof in the form of a beneficial
     interest in the Rule 144A Global Note, such holder may, in addition to
     complying with all Applicable Procedures, transfer or cause the transfer of
     such beneficial interest for an equivalent beneficial interest in the Rule
     144A Global Note only upon compliance with the provisions of this
     subsection 4.02(j)(iii). Upon receipt by the Note Registrar at its
     -----------------------
     Corporate Trust Office of (1) written instructions given in accordance with
     the Applicable Procedures from a Depository Participant directing the Note
     Registrar to credit or cause to be credited to another specified Depository
     Participant's account a beneficial interest in the Rule 144A Global Note in
     an amount equal to the denomination of the beneficial interest in the
     Regulation S Global Note to be transferred, (2) a written order given in
     accordance with the Applicable Procedures containing information regarding
     the account of the Depository Participant to be credited with, and the
     account of the Depository Participant (or, if such account is held for
     Euroclear or Clearstream, the Euroclear or Clearstream account, as the case
     may be) to be debited for such beneficial interest, and (3) with respect to
     a transfer of a beneficial interest in the Regulation S Global Note for a
     beneficial interest in the related Rule 144A Global Note (i) during the
     Restricted Period, a certificate in the form of Exhibit G hereto given by
                                                     ---------
     the Beneficial Owner, or (ii) after the Restricted Period, a Rule 144A
     Certification from the transferee to the effect that such transferee is a
     Qualified Institutional Buyer, the Note Registrar shall instruct the
     Depository to reduce the denomination of the Regulation S Global Note by
     the denomination of the beneficial interest in the Regulation S Global Note
     to be transferred, and, concurrently with such reduction, to increase the
     denomination of the Rule 144A Global Note by the aggregate denomination of
     the beneficial interest in the Regulation S Global Note to be so
     transferred, and to credit or cause to be credited to the account of the
     Person specified in such instructions (who shall be a Depository
     Participant acting for or on behalf of Euroclear or Clearstream, or both,
     as the case may be) a beneficial interest in the Rule 144A Global Note
     having a denomination equal to the amount by which the denomination of the
     Regulation S Global Note was reduced upon such transfer.

          (iv) Transfers Within Regulation S Global Notes During Restricted
               ------------------------------------------------------------
     Period. If, during the Restricted Period, the Beneficial Owner of an
     ------
     interest in a Regulation S Global Note wishes at any time to transfer its
     beneficial interest in such Certificate to a Person who wishes to take
     delivery thereof in the form of a Regulation S Global Note, such Beneficial
     Owner may transfer or cause the transfer of such beneficial interest for an
     equivalent beneficial interest in such Regulation S Global Note only upon
     compliance with the provisions of this subsection 4.02(j)(iv) and all
                                            ----------------------
     Applicable Procedures. Upon receipt by the Note Registrar at its Corporate
     Trust Office of (1) written instructions given in accordance with the
     Applicable Procedures from a Depository Participant directing the Note
     Registrar to credit or cause to be credited to another specified Depository
                                                                      ----------
                                       26

<PAGE>

     Participant's account a beneficial interest in such Regulation S Global
     Note in an amount equal to the denomination of the beneficial interest to
     be transferred, (2) a written order given in accordance with the Applicable
     Procedures containing information regarding the account of the Depository
     Participant to be credited with, and the account of the Depository
     Participant (or, if such account is held for Euroclear or Clearstream, the
     Euroclear or Clearstream account, as the case may be) to be debited for,
     such beneficial interest and (3) a certificate in the form of Exhibit H
                                                                   ---------
     hereto given by the transferee, the Note Registrar shall instruct the
     Depository to credit or cause to be credited to the account of the Person
     specified in such instructions (who shall be a Depository Participant
     acting for or on behalf of Euroclear or Clearstream, or both, as the case
     may be) a beneficial interest in the Regulation S Global Note having a
     denomination equal to the amount specified in such instructions by which
     the account to be debited was reduced upon such transfer. The Note
     Registrar shall not be required to monitor compliance by Beneficial Owners
     of the provisions of this subsection 4.02(j)(iv).
                               ----------------------

     (k) Any and all transfers from a Global Note to a transferee wishing to
take delivery in the form of an Individual Note will require the transferee to
take delivery subject to the restrictions on the transfer of such Individual
Note described on the face of such Note, and such transferee agrees that it will
transfer such Individual Note only as provided therein and herein. No such
transfer shall be made and the Note Registrar shall not register any such
transfer unless such transfer is made in accordance with this subsection
                                                              ----------
4.02(k).
-------

          (i) Transfers of a beneficial interest in a Global Note to an
     Institutional Accredited Investor will require delivery of such Note to the
     transferee in the form of an Individual Note and the Note Registrar shall
     register such transfer only if prior to the transfer such transferee
     furnishes to the Note Registrar (1) a Transferee Letter to the effect that
     the transfer is being made to an Institutional Accredited Investor in
     accordance with an applicable exemption under the Securities Act, and (2)
     an Opinion of Counsel acceptable to the Indenture Trustee that such
     transfer is in compliance with the Securities Act.

          (ii) Transfers of a beneficial interest in a Global Note to a
     Qualified Institutional Buyer or a Regulation S Investor wishing to take
     delivery in the form of an Individual Note will be registered by the Note
     Registrar only upon compliance with the provisions of subsection 4.02(j)
                                                           ------------------
     and if the Note Registrar is provided with a Rule 144A Certification or a
     Regulation S Transfer Certificate, as applicable.

          (iii) Notwithstanding the foregoing, no transfer of a beneficial
     interest in a Regulation S Global Note to an Individual Note pursuant to
     subparagraph (B) above shall be made prior to the expiration of the
     Restricted Period. Upon acceptance for exchange or transfer of a beneficial
     interest in a Global Note for an Individual Note, as provided herein, the
     Note Registrar shall endorse on the schedule affixed to the related Global
     Note Registrar (or on a continuation of such schedule affixed to such
     Global Note Registrar and made a part thereof) an appropriate notation
     evidencing the date of such exchange or transfer and a decrease in the
     denomination of such Global Note Registrar equal to the

                                       27

<PAGE>

     denomination of such Individual Note Registrar issued in exchange therefor
     or upon transfer thereof. Unless determined otherwise by the Company in
     accordance with applicable law, an Individual Note Registrar issued upon
     transfer of or exchange for a beneficial interest in the Global Note
     Registrar shall bear the Securities Legend.

     (l) Transfers of Individual Note to the Global Notes. If a Holder of an
         ------------------------------------------------
Individual Note wishes at any time to transfer such Note to a Person who wishes
to take delivery thereof in the form of a beneficial interest in the related
Regulation S Global Note or the related Rule 144A Global Note, such transfer may
be effected only in accordance with the Applicable Procedures, and this
subsection 4.02(l). Upon receipt by the Note Registrar at the Corporate Trust
------------------
Office of (1) the Individual Note to be transferred with an assignment and
transfer, (2) written instructions given in accordance with the Applicable
Procedures from a Depository Participant directing the Note Registrar to credit
or cause to be credited to another specified Depository Participant's account a
beneficial interest in such Regulation S Global Note or such Rule 144A Global
Note, as the case may be, in an amount equal to the denomination of the
Individual Note to be so transferred, (3) a written order given in accordance
with the Applicable Procedures containing information regarding the account of
the Depository Participant (and, in the case of any transfer pursuant to
Regulation S, the Euroclear or Clearstream account, as the case may be) to be
credited with such beneficial interest, and (4) (x) if delivery is to be taken
in the form of a beneficial interest in the Regulation S Global Note, a
Regulation S Transfer Note from the transferor or (y) a Transferee Letter from
the transferee to the effect that such transferee is a Qualified Institutional
Buyer, if delivery is to be taken in the form of a beneficial interest in the
Rule 144A Global Note, the Note Registrar shall cancel such Individual Note,
execute and deliver a new Individual Note for the denomination of the Individual
Note not so transferred, registered in the name of the Holder, and the Note
Registrar shall instruct the Depository to increase the denomination of the
Regulation S Global Note or the Rule 144A Global Note, as the case may be, by
the denomination of the Individual Note to be so transferred, and to credit or
cause to be credited to the account of the Person specified in such instructions
(who, in the case of any increase in the Regulation S Global Note during the
Restricted Period, shall be a Depository Participant acting for or on behalf of
Euroclear or Clearstream, or both, as the case may be) a corresponding
denomination of the Rule 144A Global Note or the Regulation S Global Note, as
the case may be.

     It is the intent of the foregoing that under no circumstances may an
Institutional Accredited Investor that is not a Qualified Institutional Buyer
take delivery in the form of a beneficial interest in a Global Note.

     (m) An exchange of a beneficial interest in a Global Note for an Individual
Note or Notes, an exchange of an Individual Note or Notes for a beneficial
interest in a Global Note and an exchange of an Individual Note or Notes for
another Individual Note or Notes (in each case, whether or not such exchange is
made in anticipation of subsequent transfer, and in the case of the Global
Notes, so long as the Global Notes remain outstanding and are held by or on
behalf of the Depository), may be made only in accordance with this Section 4.02
                                                                    ------------
and in accordance with the rules of the Depository and Applicable Procedures.

                                       28

<PAGE>

     (n) (i) Upon acceptance for exchange or transfer of an Individual Note for
     a beneficial interest in the Global Note as provided herein, the Note
     Registrar shall cancel such Individual Note and shall (or shall request the
     Depository to) endorse on the schedule affixed to the applicable Global
     Note (or on a continuation of such schedule affixed to the Global Note and
     made a part thereof) an appropriate notation evidencing the date of such
     exchange or transfer and an increase in the Note balance of the Global Note
     equal to the Note balance of such Individual Note exchanged or transferred
     therefor.

          (ii) Upon acceptance for exchange or transfer of a beneficial interest
     in the Global Note for an Individual Note as provided herein, the Note
     Registrar shall (or shall request the Depository to) endorse on the
     schedule affixed to the Global Note (or on a continuation of such schedule
     affixed to the Global Note and made a part thereof) an appropriate notation
     evidencing the date of such exchange or transfer and a decrease in the Note
     balance of the Global Note equal to the Note balance of such Individual
     Note issued in exchange therefor or upon transfer thereof.

     (o) The Securities Legend shall be placed on any Individual Note issued in
exchange for or upon transfer of another Individual Note or of a beneficial
interest in the Global Note.

     (p) Subject to the restrictions on transfer and exchange set forth in this
Section 4.02, the holder of any Individual Note may transfer or exchange the
same in whole or in part (in an initial Note balance equal to the minimum
authorized denomination of $1,000,000 or any integral multiple of $100,000 in
excess thereof) by surrendering such Note at the Corporate Trust Office, or at
the office of any transfer agent, together with an executed instrument of
assignment and transfer satisfactory in form and substance to the Note Registrar
in the case of transfer and a written request for exchange in the case of
exchange. The holder of a beneficial interest in a Global Note may, subject to
the rules and procedures of the Depository, cause the Depository (or its
nominee) to notify the Note Registrar in writing of a request for transfer or
exchange of such beneficial interest for an Individual Note or Notes. Following
a proper request for transfer or exchange, the Note Registrar shall, within five
(5) Business Days of such request made at such Corporate Trust Office, cause the
Indenture Trustee to authenticate and the Note Registrar to deliver at such
Corporate Trust Office, to the transferee (in the case of transfer) or holder
(in the case of exchange) or send by first class mail at the risk of the
transferee (in the case of transfer) or holder (in the case of exchange) to such
address as the transferee or holder, as applicable, may request, an Individual
Note or Notes, as the case may require, for a like aggregate Percentage Interest
and in such authorized denomination or denominations as may be requested. The
presentation for transfer or exchange of any Individual Note shall not be valid
unless made at the Corporate Trust Office by the registered holder in person, or
by a duly authorized attorney-in-fact.

     (q) No transfer of any Note shall be made unless such transfer is exempt
from the registration requirements of the Securities Act and any applicable
state securities laws or is made in accordance with said Act and laws. No
transfer of any Note shall be made if such transfer would require the Issuer to
register as an "investment company" under the Investment Company Act. In the
event of any such transfer, unless such transfer is made in reliance upon Rule
144A

                                       29

<PAGE>

under the Securities Act or Regulation S under the Securities Act, (i) the
Indenture Trustee may require a written Opinion of Counsel (which may be
in-house counsel) acceptable to and in form and substance reasonably
satisfactory to the Indenture Trustee that such transfer may be made pursuant to
an exemption, describing the applicable exemption and the basis therefor, from
said Act and laws or is being made pursuant to said Act and laws, which Opinion
of Counsel shall not be an expense of the Indenture Trustee, the Issuer, or the
Servicer and (ii) the Indenture Trustee shall require the transferee to execute
a Transferee Letter certifying to the Issuer and the Indenture Trustee the facts
surrounding such transfer, which Transferee Letter shall not be an expense of
the Indenture Trustee, the Issuer or the Servicer. The holder of a Note desiring
to effect such transfer shall, and does hereby agree to, indemnify the Indenture
Trustee, the Issuer and the Servicer against any liability that may result if
the transfer is not so exempt or is not made in accordance with such federal and
state laws. None of the Issuer, the Indenture Trustee or the Trust Depositor
intends or is obligated to register or qualify any Note under the Securities Act
or any state securities laws.

     (r) Notwithstanding any other provision of this Agreement to the contrary,
on the Closing Date, the Indenture Trustee shall authenticate in the name of,
and deliver to, the Trust Depositor, the Class C Note in the form of a single
Individual Note in an aggregate principal amount equal to the Initial Class C
Principal Balance. The Holder of the Class C Note shall initially be the Trust
Depositor. No transfer, sale, pledge or other disposition of one or more Class C
Notes (a "Transfer") shall be made unless simultaneously with the Transfer (1) a
          --------
proportionate amount of Certificates are Transferred so that the ratio of the
Percentage Interest of the Certificates so Transferred to all Certificates and
the ratio of the Percentage Interest of the Class C Notes so Transferred to all
Class C Notes are equal and (2) the Transfers of the Certificates and Class C
Notes referred to herein are made to the same Person.

     (s) The Class C Notes may only be owned by United States Persons (as
defined in Section 7701(a)(30) of the Code).

     (t) No Class C Note may be acquired directly or indirectly, for, on behalf
of or with the assets of an employee benefit plan or other retirement
arrangement subject to ERISA, and/or Section 4975 of the Code (collectively, a
"Plan"). No transfer of a Class C Note representing an Individual Note shall be
 ----
made unless the Indenture Trustee shall have received a certification from the
transferee of such Individual Note, acceptable to and in form and substance
satisfactory to the Indenture Trustee and the Issuer, to the effect that such
transferee is acquiring a Class C Note in conformance with the requirements of
the preceding sentence. Notwithstanding anything else to the contrary herein, in
the event any purported transfer of any Class C Note representing an Individual
Note is made without delivery of the certification referred to above, such
certification shall be deemed to have been made by the Transferee by its
acceptance of such Individual Note.

     Section 4.03 Mutilated, Destroyed, Lost or Stolen Notes.
                  ------------------------------------------

     Subject to UCC Section 8-405, 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

                                       30

<PAGE>

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 protected purchaser,
the Issuer shall execute, and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note; provided, however, that if
                                                    --------  -------
any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within seven (7) days shall be due and payable, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a protected 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
protected purchaser, and shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

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

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

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

     Section 4.04 Payment of Principal and Interest; Defaulted Interest.
                  -----------------------------------------------------

     (a) The Notes shall accrue interest during each Interest Accrual Period on
the basis of the actual number of days elapsed during such Interest Accrual
Period and a year assumed to consist of 360 days. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly provided
for by the Issuer on the applicable Remittance Date shall be paid to the Person
in whose name such Note 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 Global Notes have been issued
pursuant to Section 4.02, with respect to Notes registered on the Record Date in
            ------------
the name of the nominee of the Depository (initially, such nominee to be Cede &
Co.), payment will be made by wire transfer in immediately available funds to
the account designated by such Person and except for the final

                                       31

<PAGE>

installment of principal payable with respect to such Note on a Remittance Date
or on the Final Maturity Date (and except for the Termination 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
Remittance Date as provided in the Sale and Servicing Agreement. 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 with the consent of
the Majority Noteholders have declared the Notes to be immediately due and
payable in the manner provided in Section 5.02. All principal payments among the
                                  ------------
Classes of Notes shall be made in the order and priorities set forth herein and
in the Sale and Servicing Agreement, and all principal payments on the Notes of
the same Class shall be made pro rata to the Noteholders of such Class. 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 Remittance 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 Remittance 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.
                                              -------------

     Section 4.05 Tax Treatment.
                  -------------

     The Issuer has entered into this Indenture, and the Notes will be issued,
with the intention that, for federal, state and local income, business and
franchise tax purposes, (i) the Notes (other than the Class C Notes) will
qualify as indebtedness secured by the Indenture Collateral and (ii) the Issuer
shall not be treated as an association or publicly traded partnership taxable as
a corporation. The Issuer, by entering into this Indenture, and each Noteholder
(other than the Class C Noteholders), by the acceptance of any such Note (and
each beneficial owner of a Note, by it's acceptance of an interest in the
applicable Note), agree to treat such Notes for federal, state and local income
and franchise tax purposes as indebtedness of the Issuer. Each Holder of such
Note (other than the Class C Noteholders) agrees that it will cause any
beneficial owner of such Note acquiring an interest in a Note through it to
comply with this Indenture as to treatment of indebtedness under applicable tax
law, as described in this Section 4.05. The parties hereto agree that they shall
                          ------------
not cause or permit the making, as applicable, of any election under Treasury
Regulation Section 301.7703-3 whereby the Issuer or any portion thereof would be
treated as a corporation for federal income tax purposes and, except as required
by the terms of this Indenture, shall not file tax returns or obtain any federal
employer identification number for the Issuer, but shall treat the Issuer as a
security device or disregarded entity for federal income tax purposes. The
provisions of this Indenture shall be construed in furtherance of the foregoing
intended tax treatment.

     It is the intent of the Issuer, the Trust Depositor, the Servicer, Class C
Noteholders and the Certificateholders that, for purposes of federal income
taxes, in the event that the Certificates

                                       32

<PAGE>

and the Class C Notes are owned by more than one holder the Issuer will be
treated as a partnership, the partners of which are the Certificateholders and
the Class C Noteholders and, in the event that the Certificates and the Class C
Notes are all owned by a single holder, the Issuer will be treated as a division
of such holder. The Certificateholders and the Class C Noteholders, by
acceptance of a Certificate and a Class C Note, respectively, agree to treat the
Certificates and Class C Notes as equity and to take no action inconsistent with
the treatment of the Issuer, the Certificates and Class C Notes for such tax
purposes as just described.

     Section 4.06 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, 3.06, 3.10, 3.19, 3.21, 3.22, 4.05 and 11.16, (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 4.07) 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) all Notes of such Series theretofore authenticated and
          delivered (other than (i) Notes that have been destroyed, lost or
          stolen and that have been replaced or paid as provided in Section 4.03
                                                                    ------------
          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; and

               (B) the Issuer has delivered to the Indenture Trustee an
          Officer's Certificate meeting the applicable requirements of Section
                                                                       -------
          11.01 and, subject to Section 11.01, stating that all conditions
          -----                 -------------
          precedent herein provided for relating to the satisfaction and
          discharge of this Indenture have been complied with.

     Section 4.07 Application of Trust Money.
                  --------------------------

     All moneys deposited with the Indenture Trustee pursuant to Section 4.06
                                                                 ------------
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 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.

                                       33

<PAGE>

     Section 4.08 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 3.05 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.
                  -----------------

     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) shall
constitute an Event of Default:

          (i) a 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 two
     (2) Business Days;

          (ii) failure to reduce to zero the Aggregate Outstanding Principal
     Balance by the Legal Final Maturity Date;

          (iii) failure on the part of the Originator or the Servicer to make
     any payment or deposit required under the Sale and Servicing Agreement
     within two (2) Business Days after the date the payment or deposit is
     required to be made;

          (iv) there occurs a default in the observance or performance in any
     material respect of any covenant or agreement of the Originator, the
     Servicer, the Trust Depositor or the Issuer made in the Sale and Servicing
     Agreement or this Indenture, or any representation or warranty of the
     Originator, the Servicer, the Trust Depositor or the Issuer made in the
     Sale and Servicing Agreement or this Indenture proving to have been
     incorrect in any material respect as of the time when the same shall have
     been made and such default or incorrect representation or warranty has a
     material adverse effect on the rights of the Noteholders, and such default
     shall continue or not be cured, or the circumstance or condition in respect
     of which such representation or warranty was incorrect shall not have been
     eliminated or otherwise cured, for a period of thirty (30) days (if such
     failure can be remedied) after the first to occur of (i) actual knowledge
     thereof by a Responsible Officer of the Trust Depositor or (ii) there shall
     have been given to the Issuer by the Indenture Trustee or to the Issuer and
     the Indenture Trustee, by any Noteholder, a written notice specifying such
     default or incorrect representation or

                                       34

<PAGE>

     warranty and requiring it to be remedied and stating that such notice is a
     notice of default hereunder;

          (v) there occurs the filing of a decree or order for relief by a court
     having jurisdiction in the premises in respect of the Trust Depositor, the
     Issuer or any substantial part of the Indenture Collateral in an
     involuntary case under any applicable federal or state bankruptcy,
     insolvency or other similar law now or hereafter in effect, or appointing a
     receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
     official of the Trust Depositor, the Issuer or for any substantial part of
     either Indenture Collateral, or ordering the winding-up or liquidation of
     the Trust Depositor's or the Issuer's affairs, and such decree or order
     shall remain unstayed and in effect for a period of thirty (30) consecutive
     days;

          (vi) there occurs the commencement by the Trust Depositor or 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 Trust Depositor or the Issuer to the entry of an order
     for relief in an involuntary case under any such law, or the consent by the
     Trust Depositor or the Issuer to the appointment or taking possession by a
     receiver, liquidator, assignee, custodian, trustee, sequestrator or similar
     official of the Trust Depositor or the Issuer or for any substantial part
     of the assets of the Indenture Collateral, or the making by the Trust
     Depositor or the Issuer of any general assignment for the benefit of
     creditors, or the failure by the Trust Depositor or the Issuer generally to
     pay its debts as such debts become due, or the taking of any action by the
     Trust Depositor or the Issuer in furtherance of any of the foregoing;

          (vii) the Indenture Trustee, on behalf of the Noteholders, shall fail
     to have a valid and perfected first priority security interest in the
     Indenture Collateral, and such failure to have a perfected first priority
     security interest shall have a material adverse effect on the Noteholders;
     or

          (viii) the Issuer shall be required to register as an "investment
     company" under the Investment Company Act of 1940, as amended.

     The Issuer shall deliver to the Indenture Trustee and the Rating Agencies,
within two (2) Business Days after the occurrence of an Event of Default,
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 (v) of the definition of "Event of Default," 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 Majority Noteholders may declare the
Notes to be immediately due and payable, by a notice in writing to the Issuer
and the Rating Agencies (and to the Indenture Trustee if given by Noteholders),
and upon any such declaration the unpaid principal amount of

                                       35

<PAGE>

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
                                                         ---------
Majority Noteholders, by written notice to the Issuer and the Indenture Trustee,
may rescind and annul such declaration and its consequences if:

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

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

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

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

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

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

     (a) The Issuer covenants that if (i) default is made in the payment of any
interest on any Note when the same becomes due and payable, and such default
continues for a period of five (5) Business 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, and such default continues for a period of two
(2) Business Days, the Issuer will, upon demand of the Indenture Trustee, pay to
it, for the benefit of the Noteholders, the whole amount then due and payable on
the Notes for principal and interest, with interest upon the overdue principal,
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, with the consent of the Majority Noteholders and subject to the
provisions of Section 11.17 hereof may institute a Proceeding for the collection
              -------------
of the sums so due and unpaid, and may prosecute such Proceeding to judgment or
final decree, and may enforce the same against the Issuer or other obligor upon

                                       36

<PAGE>

the Notes and collect in the manner provided by law out of the Indenture
Collateral, wherever situated, the moneys adjudged or decreed to be payable.

     (c) If an Event of Default occurs and is continuing, the Indenture Trustee
subject to the provisions of Section 11.17 hereof 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 and 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 Indenture Collateral, Proceedings under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section, shall be
entitled and empowered, 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 reasonable expenses and liabilities incurred, and
     all advances made, by the Indenture Trustee and each predecessor Indenture
     Trustee, except as a result of negligence or bad faith) 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;

          (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

                                       37

<PAGE>

     Noteholders allowed in any judicial proceedings relative to the Issuer, its
     creditors and its property; and

          (v) to participate as a member, voting or otherwise, of any official
     committee of creditors appointed in such matter;

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, subject
to the provisions of Section 11.17 hereof, the Indenture Trustee may do one or
                     -------------
more of the following (subject to Section 5.05 and Section 5.15):
                                  ------------     ------------

          (i) institute Proceedings in its own name and as trustee of an express
     trust for the collection of all amounts then payable on the Notes or under
     this Indenture with respect thereto, whether by declaration or otherwise,
     and all amounts payable under the

                                       38

<PAGE>

     Sale and Servicing Agreement, 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 Indenture
     Collateral;

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

          (iv) sell the Indenture Collateral or any portion thereof or rights or
     interest therein;

provided, however, that the Indenture Trustee may not sell or otherwise
--------  -------
liquidate the Indenture Collateral following an Event of Default, other than a
default in the payment of any principal or interest on the Notes for thirty (30)
days or more, unless (A) (i) prior to the payment in full of the Class A Notes
and the Class B Notes, the Class A Noteholders evidencing 100% of the aggregate
Outstanding Principal Balance of all Class A Notes and the Class B Noteholders
evidencing 100% of the aggregate Outstanding Principal Balance of all Class B
Notes consent thereto and (ii) from and after the payment in full of the Class A
Notes and the Class B Notes, Class C Noteholders evidencing 100% of the
aggregate Outstanding Principal Balance of all Class C 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 the
Notes for principal and interest or (C) the Indenture Trustee determines that
the Loans will not continue to provide sufficient funds for the payment of
principal of and interest on the Notes, as they would have become due if the
Notes had not been declared due and payable, and the Indenture Trustee obtains
the consent of (i) prior to the payment in full of the Class A Notes and the
Class B Notes, the Class A Noteholders evidencing 66 2/3% of the aggregate
Outstanding Principal Balance of all Class A Notes and the Class B Noteholders
evidencing 66 2/3% of the aggregate Outstanding Principal Balance of all Class B
Notes and (ii) from and after the payment in full of the Class A Notes and the
Class B Notes, Class C Noteholders evidencing 66 2/3% of the aggregate
Outstanding Principal Balance of all Class C Notes. In determining such
sufficiency or insufficiency with respect to clauses (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 Indenture
Collateral for such purpose. Notwithstanding the foregoing, so long as a
Servicer Default has not occurred, any Sale of the Indenture Collateral shall be
made subject to the continued servicing of the Loans by the Servicer as provided
in the Sale and Servicing Agreement.

     (b) If the Indenture Trustee collects any money or property pursuant to
this Article V, it shall pay out the money or property as set forth in Section
                                                                       -------
7.05 of the Sale and Servicing Agreement.
----

     The Indenture Trustee may fix a record date and Remittance Date for any
payment to Noteholders pursuant to this Section 5.04. At least five (5) days
                                        ------------
before such record date, the

                                       39

<PAGE>

Issuer shall mail to each Noteholder and the Indenture Trustee a notice that
states the record date, the Remittance Date and the amount to be paid.

     Section 5.05 Optional Preservation of the Indenture Collateral.
                  -------------------------------------------------

     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 Indenture Collateral. It is the desire of the parties
hereto and the Noteholders that there be at all times sufficient funds for the
payment of principal of and interest on the Notes and other obligations of the
Issuer and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Indenture Collateral.
In determining whether to maintain possession of the Indenture Collateral, the
Indenture Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the
Indenture Collateral 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 and subject to
the provisions of Section 11.17 hereof:
                  -------------

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

          (ii) (A) prior to the payment in full of the Class A Notes and the
     Class B Notes, the Class A Noteholders evidencing 25% of the aggregate
     Outstanding Principal Balance of all Class A Notes and the Class B
     Noteholders evidencing 25% of the aggregate Outstanding Principal Balance
     of all Class B 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 and (B) from and after the payment in
     full of the Class A Notes and the Class B Notes, Class C Noteholders
     evidencing 25% of the aggregate Outstanding Principal Balance of all Class
     C 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 sixty (60) days after its receipt of
     such notice, request and offer of indemnity has failed to institute such
     Proceedings; and

                                       40

<PAGE>

          (v) no direction inconsistent with such written request has been given
     to the Indenture Trustee during such sixty (60) day period by the Holders
     of a majority of the Outstanding Principal Balance of the Class A Notes and
     Class B 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 (2) or more groups of Holders of
Notes, each representing less than a majority of the Aggregate Outstanding
Principal Balance, the Indenture Trustee in its sole discretion may determine
what action, if any, shall be taken, notwithstanding any other provisions of
this Indenture.

     Section 5.07 Unconditional Rights of Noteholders To Receive Principal and
                  --------------------------------------------------------------
                  Interest.
                  --------

     Notwithstanding any other provisions in this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture and
such right shall not be impaired without the consent of such Holder.

     Section 5.08 Restoration of Rights and Remedies.
                  ----------------------------------

     If the Indenture Trustee or any Noteholder has instituted any Proceeding to
enforce any right or remedy under this Indenture and such Proceeding has been
discontinued or abandoned for any reason or has been determined adversely to the
Indenture Trustee 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.

                                       41

<PAGE>

     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 Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
                                                           ---------
to the Indenture Trustee 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 Majority Noteholders shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided, that:
                       --------- ----

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

          (ii) subject to the express terms of Section 5.04, any direction to
                                               ------------
     the Indenture Trustee to sell or liquidate the Indenture Collateral shall
     be by Holders of the Notes representing (A) prior to the payment in full of
     the Class A Notes and the Class B Notes, 100% of the aggregate Outstanding
     Principal Balance of all Class A Notes and the Class B Noteholders (B)
     after the payment in full of the Class A Notes and the Class B Notes, 100%
     of the aggregate Outstanding Principal Balance of all Class B Notes;

          (iii) if the conditions set forth in Section 5.05 have been satisfied
                                               ------------
     and the Indenture Trustee elects to retain the Indenture Collateral
     pursuant to such Section, then any direction to the Indenture to sell or
     liquidate the Indenture Collateral shall be of no force and effect unless
     (A) prior to the payment in full of the Class A Notes and the Class B
     Notes, the Class A Noteholders evidencing 100% of the aggregate Outstanding
     Principal Balance of all Class A Notes and the Class B Noteholders
     evidencing 100% of the aggregate Outstanding Principal Balance of all Class
     B Notes consent thereto and (B) from and after the payment in full of the
     Class A Notes and the Class B Notes, Class C Noteholders evidencing 100% of
     the aggregate Outstanding Principal Balance of all Class C Notes consent
     thereto; 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 5.11,
                                                                 ------------
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.

                                       42

<PAGE>

     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 Majority Noteholders, may waive any past Event
               ------------
of Default and its consequences except an Event of Default with respect to
payment of principal of or interest on any of the Notes or 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 Noteholders shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereto.

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

     Section 5.13 Undertaking for Costs.
                  ---------------------

     All parties to this Indenture agree, and each Holder of any Note by such
Holder's acceptance thereof shall be deemed to have agreed, that any court may
in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Indenture Trustee for
any action taken, suffered or omitted by it as Indenture Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit,
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section 5.13 shall not apply to (a) any
                                     ------------
suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 25% of the Aggregate Outstanding Principal Balance or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture.

     Section 5.14 Waiver of Stay or Extension Laws.
                  --------------------------------

     The Issuer covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead or in any manner whatsoever, claim or
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, that may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such
law, and covenants that it 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.

                                       43

<PAGE>

     Section 5.15 Sale of Indenture Collateral.
                  ----------------------------

     (a) The power to effect any sale or other disposition (a "Sale") of any
                                                               ----
portion of a Indenture Collateral pursuant to Section 5.04 is expressly subject
                                              ------------
to the provisions of Section 5.05 and this Section 5.15. The power to effect any
                     ------------          ------------
such Sale shall not be exhausted by any one or more Sales as to any portion of
the Indenture Collateral remaining unsold, but shall continue unimpaired until
the entire Indenture Collateral shall have been sold or all amounts payable on
the Notes and under this Indenture shall have been paid. The Indenture Trustee
hereby expressly waives its right to any amount fixed by law as compensation for
any Sale.

     (b) The Indenture Trustee shall not in any private Sale sell the Indenture
Collateral, or any portion thereof, unless the Holders of all the Class A Notes
and Class B Notes consent to or direct the Indenture Trustee to make such Sale
and:

          (i) the proceeds of such Sale would be not less than the entire amount
     which would be payable to the Noteholders under the Notes, in full payment
     thereof in accordance with Section 5.02, on the Remittance Date next
                                ------------
     succeeding the date of such Sale, or

          (ii) the Indenture Trustee determines, in its sole discretion, that
     the conditions for retention of the Indenture Collateral set forth in
     Section 5.05 cannot be satisfied (in making any such determination, the
     ------------
     Indenture Trustee may rely upon an opinion of an Independent investment
     banking or accounting firm obtained and delivered as provided in Section
                                                                      -------
     5.05, and the Majority Noteholders consent to such Sale, which consent will
     ----
     not be unreasonably withheld).

     (c) In connection with a Sale of all or any portion of the Indenture
Collateral:

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

          (ii) the Indenture Trustee may bid for and acquire the property
     offered for Sale in connection with any Sale thereof, and, subject to any
     requirements of, and to the extent permitted by, Requirements of Law in
     connection therewith, may purchase all or any portion of the Indenture
     Collateral in a private sale, and, in lieu of paying cash therefor, may
     make settlement for the purchase price by crediting the gross Sale price
     against the sum of (A) the amount which would be distributable to the
     Holders of the Notes as a result of such Sale in accordance with Section
                                                                      -------
     5.04(b) on the Remittance Date next succeeding the date of such Sale and
     ------
     (B) the expenses of the Sale and of any Proceedings

                                       44

<PAGE>

     in connection therewith which are reimbursable to it, without being
     required to produce the Notes in order to complete any such Sale or in
     order for the net Sale price to be credited against such Notes, and any
     property so acquired by the Indenture Trustee shall be held and dealt with
     by it in accordance with the provisions of this Indenture;

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

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

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

     Section 5.16 Action on Notes.
                  ---------------

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

     Section 5.17 Performance and Enforcement of Certain Obligations.
                  --------------------------------------------------

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

     (b) If a Servicer Default has occurred and is continuing, the Indenture
Trustee, at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of (i) prior to the payment in full
of the Class A Notes and the Class B Notes, the

                                       45

<PAGE>

Class A Noteholders evidencing 66 2/3% of the aggregate Outstanding Principal
Balance of all Class A Notes and the Class B Noteholders evidencing 66 2/3% of
the aggregate Outstanding Principal Balance of all Class B Notes consent thereto
and (ii) from and after the payment in full of the Class A Notes and the Class B
Notes, Class C Noteholders evidencing 66 2/3% of the aggregate Outstanding
Principal Balance of all Class C Notes consent thereto, shall exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Servicer under or in connection with the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Servicer, of its obligations to the Issuer thereunder and to
give any consent, request, notice, direction, approval, extension or waiver
under the Sale and Servicing Agreement, and any right of the Issuer to take such
action shall not be suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

     Section 6.01 Duties of Indenture Trustee.
                  ---------------------------

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

     (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 6.01;
     -------------

                                       46

<PAGE>

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

          (iii) the Indenture Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 5.11.
                                          ------------
     (d) Every provision of this Indenture that in any way relates to the
Indenture Trustee is subject to paragraphs (a), (b), (c) and (g) of this Section
                                --------------  ---  ---     ---         -------
6.01.
----

     (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) The Indenture Trustee shall be under no obligation to exercise any of
the rights or powers vested in it by this Indenture, to expend or risk its own
funds or otherwise incur financial liability or to honor the request or
direction of any of the Noteholders pursuant to this Indenture, unless the
Noteholders shall have offered to the Indenture Trustee reasonable security or
indemnity against the costs, expenses, and liabilities that might be incurred by
it in compliance with the request or direction.

     (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 6.01.
                                  ------------

     (i) The Indenture Trustee shall not be deemed to have notice of any Event
of Default unless a Responsible Officer assigned to and working in the Indenture
Trustee's Corporate Trust Office has actual knowledge thereof.

     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, with respect to legal matters, 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.

                                       47

<PAGE>

     (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, however, 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.

     (f) The Indenture Trustee shall not be bound to make any investigation into
the performance of the Issuer or the Servicer under this Indenture or any other
Transaction Document or into the matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note or other document, but the Indenture Trustee, in its
discretion, may make any further inquiry or investigation into those matters
that it deems appropriate, and if the Indenture Trustee determines to inquire
further, it shall be entitled to examine the books, records and premises of the
Issuer and the Servicer, personally or by agent or attorney.

     (g) If the Indenture Trustee is also acting as Paying Agent or as Note
Registrar, the rights and protections afforded to the Indenture Trustee pursuant
to the Article shall also be afforded to it in such additional capacities.

     Section 6.03 Individual Rights of Indenture Trustee.
                  ---------------------------------------

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

     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, the Sale and
Servicing Agreement, the Trust Agreement or any other Transaction Document, the
validity or sufficiency of any security interest intended to be created or the
characterization of the Notes for tax purposes 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

                                       48

<PAGE>

any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

     Section 6.05 Notice of Event of Default.
                  --------------------------

     The Indenture Trustee shall mail to each Noteholder and the Owner Trustee
notice of an Event of Default within ninety (90) days after the Indenture
Trustee has actual knowledge thereof in accordance with Section 6.01. Except in
                                                        ------------
the case of an Event of Default in payment of principal of or interest on any
Note, the Indenture Trustee may withhold the notice 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. In addition, upon the Issuer's or a Noteholder's written request,
the Indenture Trustee shall promptly furnish information reasonably requested by
the Issuer or such Noteholder that is reasonably available to the Indenture
Trustee to enable the Issuer or such Noteholder to perform its federal and state
income tax reporting obligations.

     Section 6.07 Compensation and Indemnity.
                  --------------------------

     The Issuer shall or shall cause the Trust Depositor to pay to the Indenture
Trustee on each Remittance Date such reasonable compensation for its services
pursuant to a separate agreement between the Indenture Trustee and the Trust
Depositor. 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 Trust Depositor 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 Trust Depositor 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
Trust Depositor promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer and the Trust Depositor shall
not relieve the Issuer or the Trust Depositor of its obligations hereunder or
under the Trust Agreement. Neither the Issuer nor the Trust Depositor 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 6.07 shall survive the discharge of this Indenture. When the Indenture
------------
Trustee incurs expenses after the occurrence of an Event of Default specified in
clauses (iv) or (v) of the definition of "Event of Default" with respect to the
------------    ---
Issuer, the expenses are intended to constitute expenses of

                                       49

<PAGE>

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
Majority Noteholders or the Issuer, with the written consent of the Majority
Noteholders, may remove the Indenture Trustee by so notifying the Indenture
Trustee and the Rating Agencies in writing 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;

          (iv) the Indenture Trustee otherwise becomes incapable of acting; or

          (v) the Indenture Trustee defaults in any of its obligations under the
     Basic Documents and such default is not cured within thirty (30) days after
     a Responsible Officer of the Indenture Trustee receives written notice of
     such default.

     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. No successor Indenture Trustee
shall accept appointment as provided in this Section 6.08 unless at the time of
                                             ------------
such acceptance such Person shall be eligible under the provisions of Section
                                                                      -------
6.11. The successor Indenture Trustee shall mail a notice of its succession to
----
Noteholders. The retiring Indenture Trustee shall promptly transfer all property
(including all Indenture Collateral) held by it as Indenture Trustee to the
successor Indenture Trustee and shall execute and deliver such instruments and
such other documents as may reasonably be required to more fully and certainly
vest and confirm in the successor Indenture Trustee all such rights, powers,
duties and obligations.

     If a successor Indenture Trustee does not take office within sixty (60)
days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the

                                       50

<PAGE>

Majority Noteholders, may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

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

     Notwithstanding the replacement of the Indenture Trustee pursuant to this
Section 6.08, the Issuer's obligations under Section 6.07 shall continue for the
------------                                 ------------
benefit of the retiring Indenture Trustee.

     Upon acceptance of appointment by a successor Indenture Trustee as provided
in this Section 6.08, the Servicer shall mail notice of such succession
        ------------
hereunder to all Holders of Notes at their addresses as shown in the Note
Register. If the Servicer fails to mail such notice within ten (10) days after
acceptance of appointment by the successor Indenture Trustee, the successor
Indenture Trustee shall cause such notice to be mailed at the expense of the
Servicer.

     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 purpose of meeting any legal requirement of any jurisdiction in which
any part of the Indenture Collateral 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 Indenture Collateral,
and to vest in such Person or Persons, in such capacity and for the benefit of
the Noteholders, such

                                       51

<PAGE>

interest to the Indenture Collateral, or any part hereof, and, subject to the
other provisions of this Section 6.10, 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 Indenture Trustee under Section 6.11 and no notice to
the Noteholders of the appointment of any co-trustee or separate trustee shall
be required under Section 6.08 hereof. No appointment of a co-trustee or a
                  ------------
separate trustee shall relieve the Indenture Trustee of its duties and
obligations hereunder.

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

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

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

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

     (d) Any separate trustee or co-trustee may at any time constitute the
Indenture Trustee, its agent or attorney-in-fact with full power and authority,
to the extent not prohibited by law, to do any lawful act under or in respect of
this Indenture 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

                                       52

<PAGE>

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 hereunder shall at all times be (i) a national
banking association or banking corporation or trust company organized and doing
business under the laws of any state or the United States, (ii) authorized under
such laws to exercise corporate trust powers, (iii) having a combined capital
and surplus of at least $50,000,000, (iv) having unsecured and unguaranteed
long-term debt obligations rated at least Baa3 by Moody's, BBB by Fitch and BBB-
by S&P, and (v) is subject to supervision or examination by federal or state
authority. If such banking association publishes reports of condition at least
annually, pursuant to law or to the requirements of the aforesaid supervising or
examining authority, then for the purposes of this Section 6.11 its combined
                                                   ------------
capital and surplus shall be deemed to be as set forth in its most recent report
of condition so published. In case at any time the Indenture Trustee shall cease
to be eligible in accordance with the provisions of this Section 6.11, the
                                                         ------------
Indenture Trustee shall (a) give prompt notice to the Issuer, the Trust
Depositor, the Servicer and the Noteholders that it has so ceased to be eligible
to be the Indenture Trustee and (b) resign, upon the request of the Majority
Noteholders in the manner and with the effect specified in Section 6.08.
                                                           ------------

     Section 6.12 [Reserved].
                   --------

     Section 6.13 Representations, Warranties and Covenants of Indenture
                  ------------------------------------------------------
                  Trustee.
                  -------

     The Indenture Trustee hereby makes the following representations,
warranties and covenants on which the Issuer, the Trust Depositor, the Servicer
and the Noteholders shall rely:

     (a) the Indenture Trustee is a national banking association and trust
company duly organized, validly existing and in good standing under the laws of
the United States.

     (b) The Indenture Trustee has full power, authority and legal right to
execute, deliver and perform this Indenture and the other Transaction Documents
to which it is a party and shall have taken all necessary action to authorize
the execution, deliver and performance by it of this Indenture and the other
Transaction Documents to which it is a party.

     (c) The execution, delivery and performance by the Indenture Trustee of
this Indenture and the other Transaction Documents to which it is a party shall
not (i) violate any provision of any law or any order, writ, judgment or decree
of any court, arbitrator or governmental authority applicable to the Indenture
Trustee or any of its assets, (ii) violate any provision of the corporate
charter or by-laws of the Indenture Trustee or (iii) violate any provision of,
or constitute, with or without notice or lapse of time, a default under, or
result in the creation or imposition of any lien on any properties included in
the Indenture Collateral pursuant to the provisions of, any mortgage, indenture,
contract, agreement or other undertaking to which it is a party, which
violation, default or lien could reasonably be expected to materially and
adversely affect the Indenture Trustee's performance or ability to perform its
duties under this

                                       53

<PAGE>

Indenture and the other Transaction Documents to which it is a party or the
transactions contemplated in this Indenture and the other Transaction Documents
to which it is a party.

     (d) The execution, delivery and performance by the Indenture Trustee of
this Indenture and the other Transaction Documents to which it is a party shall
not require the authorization, consent or approval of, the giving of notice to,
the filing or registration with or the taking of any other action in respect of
any governmental authority or agency regulating the banking and corporate trust
activities of the Indenture Trustee.

     (e) This Indenture and the other Transaction Documents to which it is a
party has been duly executed and delivered by the Indenture Trustee and
constitute the legal, valid and binding agreements of the Indenture Trustee,
enforceable in accordance with their respective terms, subject to the effect of
bankruptcy, insolvency, reorganization, moratorium and other similar laws
relating to or affecting creditors' rights generally or the application of
equitable principles in any proceeding, whether at law or in equity. The
Indenture Trustee hereby agrees and covenants that it will not at any time in
the future, deny that this Indenture and the other Transaction Documents to
which it is a party constitute the legal, valid and binding agreement of the
Indenture Trustee.

     (f) The Indenture Trustee shall not take any action, or fail to take any
action, if such action or failure to take action will materially interfere with
the enforcement of any rights of the Noteholders under this Indenture or the
other Transaction Documents.

     Section 6.14 Directions to Indenture Trustee.
                  -------------------------------

     The Indenture Trustee is hereby directed:

          (i) to accept a collateral assignment of the Loans and hold the assets
     of the Indenture Collateral as security for the Noteholders;

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

          (iii) to execute and deliver the Transaction Documents to which it is
     a party; and

          (iv) to take all other actions as shall be required to be taken by the
     terms of this Indenture.

                                       54

<PAGE>

                                   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) within one (1) day after each Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Holders of Notes as of such Record Date and (b) at such other times as the
Indenture Trustee may reasonably request in writing, within thirty (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 ten (10) days prior to the time such list is
furnished; provided, however, that so long as the Indenture Trustee is the Note
           --------  -------
Registrar, no such list shall be required to be furnished.

     Section 7.02 Preservation of Information; Communications to Noteholders.
                  ----------------------------------------------------------

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

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

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

     (d) The Indenture Trustee shall furnish to the Noteholders promptly upon
receipt of a written request therefor, duplicates or copies of all reports,
notices, requests, demands, certificates, financial statements and any other
instruments furnished to the Indenture Trustee under the Transaction Documents.

     Section 7.03 Fiscal Year.
                  -----------

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

                                       55

<PAGE>

                                  ARTICLE VIII

                   Trust 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 Event of Default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Indenture Collateral, 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 Servicer shall establish and
maintain, in the name of the Indenture Trustee, for the benefit of the
Noteholders and the Certificateholder, the Trust Accounts (other than the
Principal and Interest Accounts which shall be in the name of the Servicer) as
provided in Section 7.01 of the Sale and Servicing Agreement.
            ------------

     (b) All funds required to be deposited in the Principal and Interest
Account with respect to the preceding Due Period will be deposited in the
Principal and Interest Account as provided in Section 7.01 of the Sale and
                                              ------------
Servicing Agreement. On or before each Determination Date, the Interest
Collections and Principal Collections with respect to the preceding Due Period
will be transferred from the Principal and Interest Account to the Note
Distribution Account as provided in Section 7.05 of the Sale and Servicing
                                    ------------
Agreement.

     (c) On each Remittance Date, the Indenture Trustee shall distribute all
amounts on deposit in the Note Distribution Account to Noteholders in respect of
each Class of Notes, and to the Paying Agent under the Trust Agreement, for
distribution to the Holders of the Certificates in accordance with the
provisions of Section 7.05 of the Sale and Servicing Agreement.
              ------------

     (d) All moneys deposited from time to time in the Note Distribution Account
pursuant to the Sale and Servicing Agreement and all deposits therein pursuant
to this Indenture are for the benefit of the Noteholders and all investments
made with such moneys including all income or other gain from such investments
are for the benefit of the Noteholders as provided by the Sale and Servicing
Agreement.

     The Indenture Trustee shall invest any funds in the Note Distribution
Account as provided in the Sale and Servicing Agreement.

                                       56

<PAGE>

     Section 8.03 Opinion of Counsel.
                  ------------------

     Except for releases or conveyances required or permitted by the Sale and
Servicing Agreement and the other Transaction Documents, the Indenture Trustee
shall receive at least two (2) Business Days' notice when requested by the
Issuer to take any action pursuant to subsection 8.05(a), accompanied by copies
                                      ------------------
of any instruments to be executed, and the Indenture Trustee shall also require,
as a condition to such action, an Opinion of Counsel, in form and substance
satisfactory to the Indenture Trustee (but subject to customary qualifications),
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 Indenture Collateral. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

     Section 8.04 Termination Upon Distribution to Noteholders.
                  --------------------------------------------

     This Indenture and the respective obligations and responsibilities of the
Issuer and the Indenture Trustee created hereby shall terminate upon the
distribution to the Noteholders and the Indenture Trustee of all amounts
required to be distributed pursuant to Article III and the Sale and Servicing
                                       -----------
Agreement.

     Section 8.05 Release of Indenture Collateral.
                  -------------------------------

     (a) Subject to the payment of its fees and reasonable expenses, the
Indenture Trustee may, and when required by the provisions of this Indenture
shall, execute instruments to release property from the lien of this Indenture,
or convey the Indenture Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture,
Section 5.08 of the Sale and Servicing Agreement and the other Transaction
------------
Documents. No party relying upon an instrument executed by the Indenture Trustee
as provided in Article IV hereunder 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 (i) there are no Notes
Outstanding and (ii) all sums due the Indenture Trustee pursuant to this
Indenture have been paid, release any remaining portion of the Indenture
Collateral that secured the Notes from the lien of this Indenture. The Indenture
Trustee shall release property from the lien of this Indenture pursuant to this
subsection 8.05(b) only upon receipt of a request from the Issuer accompanied by
-----------------
an Officer's Certificate and an Opinion of Counsel (but subject to customary
qualifications) stating that all conditions precedent to such release have been
satisfied.

                                       57

<PAGE>

     Section 8.06 Surrender of Notes Upon Final Payment.
                  -------------------------------------

     By acceptance of any Note, the Holder thereof agrees to surrender such Note
to the Indenture Trustee promptly, prior to such Noteholder's receipt of the
final payment thereon.

                                   ARTICLE IX

                             Supplemental Indentures

     Section 9.01 Supplemental Indentures Without Consent of Noteholders.
                  ------------------------------------------------------

     (a) Without the consent of the Holders of any Notes but with the prior
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, in form satisfactory to the Indenture
Trustee, for any of the following purposes:

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

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

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

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

          (v) to cure any ambiguity, to correct or supplement any provision
     herein or in any supplemental indenture that may be inconsistent with any
     other provision herein or in any supplemental indenture or to make any
     other provisions with respect to matters or questions arising under this
     Indenture or in any supplemental indenture; provided, that, such action
                                                 --------  ----
     shall not as evidenced by an Opinion of Counsel (subject to customary
     qualifications) delivered to the Indenture Trustee, adversely affect the
     interests of the Noteholders in any material respect;

          (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;
                                              ----------

                                       58

<PAGE>

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

provided, however, that no such indenture supplements shall be entered into
--------  -------
unless the Indenture Trustee shall have received an Opinion of Counsel (subject
to customary qualifications) that entering into such indenture supplement will
not have any material adverse tax consequences to the Noteholders.

     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, (i) adversely affect in any material respect the interest of
any Noteholder or (ii) cause the Issuer to be subject to an entity level tax or
be classified as a taxable mortgage pool within the meaning of Section 7701(i)
of the Code.

     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
Majority Noteholders 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 Note affected thereby:

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

                                       59

<PAGE>

          (ii) reduce the percentage of the Aggregate Outstanding Principal
     Balance, 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 any provision of this Indenture or
     defaults hereunder and their consequences provided for in this Indenture;

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

          (iv) reduce the percentage of the Aggregate Outstanding Principal
     Balance required to direct the Indenture Trustee to direct the Issuer to
     sell or liquidate the Indenture Collateral pursuant to Section 5.04;
                                                            ------------

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

          (vi) 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 Indenture
     Collateral or, except as otherwise permitted or contemplated herein,
     terminate the lien of this Indenture on any property at any time subject
     hereto or deprive any Noteholder of the security provided by the lien of
     this Indenture; and provided, further, that such action shall not, as
                         --------  -------
     evidenced by an Opinion of Counsel (subject to customary qualifications),
     cause the Issuer to be subject to an entity level tax or be classified as a
     taxable mortgage pool within the meaning of Section 7701(i) of the Code.

     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
                                                                     -------
9.02 to approve the particular form of any proposed supplemental indenture, but
----
it shall be sufficient if such Act shall approve the substance thereof.

     Promptly after the execution by the Issuer and the Indenture Trustee of any
supplemental indenture pursuant to this Section 9.02, the Indenture Trustee
                                        ------------
shall mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a copy of such supplemental Indenture or 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.

                                       60

<PAGE>

     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 (subject to customary qualifications)
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. The Indenture Trustee shall provide copies of each
supplemental indenture to the Rating Agencies.

     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
Noteholders 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 [Reserved].
                   --------

     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.

                                    ARTICLE X

                                   [RESERVED]
                                    --------

                                       61

<PAGE>

                                   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 an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, and, if required, an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically required
by any provision of this Indenture, no additional certificate or opinion need be
furnished.

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

          (i) 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;

          (ii) 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;

          (iii) 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;

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

          (v) if the signer of such Certificate or Opinion is required to be
     Independent, the Statement required by the definition of the term
     "Independent".
      -----------

     (b) (i) Prior to the deposit of any Indenture 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 subsection 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 estimated fair value (within ninety (90) days of such
deposit) to the Issuer of the Indenture Collateral or other property or
securities to be so deposited.

                                       62

<PAGE>

          (ii) Subject to clause (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
     estimated fair value (within ninety (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.

          (iii) Notwithstanding any provision of this Indenture, the Issuer may,
     without compliance with the requirements of the other provisions of this
     Section 11.01, (A) collect, sell or otherwise dispose of Loans and
     -------------
     Indenture Collateral as and to the extent permitted or required by the
     Transaction Documents, or (B) make cash payments out of the Trust Accounts.

     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 that the certificate
or opinion or representations with respect to the matters upon which the
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 Issuer, the Trust Depositor, or other
appropriate Person, stating that the information with respect to such factual
matters is in the possession of the Servicer, the Issuer, the Trust Depositor or
such other Person, unless such counsel knows 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 in all material respects, 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

                                       63

<PAGE>

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 11.03.
------------

     (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the Indenture Trustee deems
sufficient.

     (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.

     Section 11.04 Notices, etc., to Indenture Trustee and Others.
                   ----------------------------------------------

     Any request, demand, authorization, direction, notice, consent, waiver or
Act of Noteholders or other documents provided or permitted by this Indenture
shall be in writing and if such request, demand, authorization, direction,
notice, consent, waiver or act of Noteholders is to be made upon, given or
furnished to or filed with:

          (i) the Indenture Trustee by any Noteholder or by the Issuer shall be
     sufficient for every purpose hereunder if made, given, furnished or filed
     in writing to or with the Indenture Trustee and received at the 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: MCG Commercial
     Loan Trust 2001-1, c/o Wilmington Trust Company, One Rodney Square North,
     Wilmington, Delaware 19890, Attention:

                                       64

<PAGE>

     Corporate Trust Administration, with a copy to MCG Capital Corporation at
     300 Arboretum Place, Suite 300, Richmond, Virginia 23236, Attention: Chief
     Financial Officer and at 1100 Wilson Boulevard, Suite 800, Arlington,
     Virginia 22209, Attention: General Counsel, or at any other address
     previously furnished in writing to the Indenture Trustee by the Issuer, MCG
     or the Trust Depositor. 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
S&P, at the following address: Standard and Poor's Rating Service, 55 Water
Street, 41st Floor, New York, New York 10007, Attention: Surveillance:
Asset-Backed Services, (ii) in the case of Fitch, at the following address: 55
East Monroe Street, Suite 3500, Chicago, Illinois 60603, Attention: CDO
Surveillance, and (iii) in the case of Moody's, at the following address:
Moody's Investors Service, ABS Monitoring Department, 99 Church Street, New
York, New York 10007; or as to each of the foregoing, at such other address as
shall be designated by written notice to the other parties; provided, however,
                                                            --------  --------
that no notice shall be required to be given to the Rating agencies until a
Class of Notes has been rated by such Rating Agency.

     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, by nationally recognized overnight courier or by
first-class, postage prepaid to each Noteholder affected by such event, at his
address as it appears on the Note Register, not later than the latest date, and
not earlier than the earliest date, prescribed for the giving of such notice. In
any case where notice to Noteholders is given by mail, neither the failure to
mail such notice nor any defect in any notice so mailed to any particular
Noteholder shall affect the sufficiency of such notice with respect to other
Noteholders, and any notice that is mailed in the manner herein provided shall
conclusively be presumed to have been duly given.

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

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

                                       65

<PAGE>

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

     Section 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.

     Section 11.07 [Reserved].
                    --------

     Section 11.08 Effect of Headings.
                   ------------------

     The Article and Section headings herein 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 Severability.
                   ------------
     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 Indenture Collateral, 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

                                       66

<PAGE>

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, EACH SUPPLEMENT AND THE NOTES 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 (including by
facsimile), 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 [Reserved].
                    --------

     Section 11.16 Issuer Obligation.
                   -----------------

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

     Section 11.17 No Petition.
                   -----------

     The Indenture Trustee, by entering into this Indenture, and each
Noteholder, by accepting a Note, hereby covenant and agree that they will not at
any time institute against the Trust Depositor or the Issuer, or join in any
institution against the Trust Depositor 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 Transaction Documents.

                                       67

<PAGE>

     Section 11.18 Inspection; Confidentiality.
                   ---------------------------

     The Issuer agrees that, on reasonable prior notice, it will permit any
representative of the Indenture Trustee, during the Issuer's normal business
hours, and in a manner that does not unreasonably interfere with the Issuer's
normal operations, 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, in such reasonable manner, and as often as may be reasonably requested.
The Indenture Trustee shall and shall cause its representatives, its legal
counsel and its auditors 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 and under applicable law.

     Section 11.19 Limitation of Liability.
                   -----------------------

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

                  [Remainder of Page Intentionally Left Blank.]

                                       68

<PAGE>

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

                                 MCG COMMERCIAL LOAN TRUST 2001-1


                                 By:  WILMINGTON TRUST COMPANY, not
                                      in its individual capacity, but solely as
                                      Owner Trustee on behalf of the Trust


                                 By: /s/ Donald G. MacKelcan
                                    --------------------------------------------
                                 Name:  Donald G. MacKelcan
                                      ------------------------------------------
                                 Title: Vice President
                                       -----------------------------------------

                                 WELLS FARGO BANK MINNESOTA,
                                 NATIONAL ASSOCIATION, not in its individual
                                 capacity but solely as the Indenture Trustee


                                 By: /s/ Sue Dignan
                                    --------------------------------------------
                                 Name:  Sue Dignan
                                      ------------------------------------------
                                 Title: Assistant Vice President
                                       -----------------------------------------

                                      S-1

<PAGE>

STATE OF          )
                  ) ss.:
COUNTY OF         )

     On this day         of December, 2001 before me personally appeared ,
                 -------
Donald G. MacKelcan to me known, who being by me duly sworn, did depose and say,
-------------------
that he resides at                  , Wilmington   DE   , that he is the
                   ----------------   ----------- -----
Vice President   of the Owner Trustee, one of the corporations described in and
---------------
which executed the above instrument; and that he signed his name thereto by like
order.
                                            /s/ Janel R. Havrilla
                                            --------------------------------
                                            Notary Public
                                            Janel R. Havrilla
                                            Notary Public Delaware
                                            My Commission Expires Feb. 2, 2005


                                      S-2

<PAGE>

STATE OF NORTH CAROLINA     )
                            ) ss.:
COUNTY OF MECKLENBURG       )

         On this  27th     day of December, 2001 before me personally appeared
                ------
Sue Dignan, to me known, who being by me duly sworn, did depose and say,
----------
that she resides at Daphne,  Alabama that she is the Assistant Vice President
                    ------   -------                 ------------------------
of the Indenture Trustee, one of the corporations described in and which
executed the above instrument; and that she signed her name thereto by like
order.
                                            [Illegible Signature]
                                            ------------------------------------
                                            Notary Public
                                            My Commission expires June 24, 2003

                                      S-3

<PAGE>

                                                                     EXHIBIT A-1

                             [FORM OF CLASS A NOTE]

                        MCG COMMERCIAL LOAN TRUST 2001-1

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
                       --------------
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
                                                 ---------
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                         ---
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
(WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT)
PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE
INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATIONS UNDER THE SECURITIES ACT,
(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID
REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING
THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION
4975 OF THE CODE, OR (II) PTCE 95-60, PTCE 96-23, PTCE 91-38, PTCE 90-1, PTCE
84-14 OR SOME OTHER PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE
PURCHASE AND HOLDING OF THIS NOTE BY THE ACQUIRER.

[IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER
                                                          ---
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE
ISSUED IS REGISTERED IN

                                     A-1-1

<PAGE>

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

[IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED
UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER THE LATER
OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE NOTES,
MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED STATES
OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.]

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

                                     A-1-2

<PAGE>

REGISTERED                                                      $
                                                                 ---------------

No. A-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                    [CUSIP NO.            ]
                                                              ------------
                                                    [Reg S ISIN NO.          ]
                                                                   ----------
                                                    [Reg S CUSIP No.           ]
                                                                    -----------
                                                    [Common Code No. 012753667]

     MCG Commercial Loan Trust 2001-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
                                                                    ------
for value received, hereby promises to pay to                     , or
                                              -------------------
registered assigns, the principal sum of              DOLLARS payable on each
                                         ------------
Remittance Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is the initial principal balance of this Class A
Note and the denominator of which is the Initial Class A Principal Balance by
(ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class A Notes.

     The principal of and interest on this Class A Note are payable in such coin
or currency of the United States as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Class A Note shall be applied first to interest due and payable
on this Class A Note as provided above and then to the unpaid principal of this
Class A Note.

     Reference is made to the further provisions of this Class A Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Class A Note.

     Unless the certificate of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Class A
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                     A-1-3

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer as of the date set forth
below.

Date:  December    , 2001
               ----

                                    MCG COMMERCIAL LOAN TRUST 2001-1

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


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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

     This is one of the Class A Notes of MCG Commercial Loan Trust 2001-1
designated above and referred to in the within-mentioned Indenture.

Date:  December   , 2001
               ---

                                     WELLS FARGO BANK MINNESOTA,
                                     NATIONAL ASSOCIATION, not in its individual
                                     capacity but solely as Indenture Trustee,


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

                                     A-1-4

<PAGE>

                                [REVERSE OF NOTE]

     This Class A Note is one of a duly authorized issue of Class A Notes of the
Issuer, designated as its MCG Commercial Loan Trust Notes, Series 2001-1, Class
A (herein called the "Class A Notes"), all issued under an Indenture, dated as
                      -------------
of December 1, 2001 (such indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and Wells Fargo Bank Minnesota,
            ---------
National Association, as indenture trustee (the "Indenture Trustee", which term
                                                 -----------------
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Class A Notes. The Class A Notes are
subject to all terms of the Indenture. All terms used in this Class A Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

     Notwithstanding the foregoing, the entire unpaid principal amount of the
Class A Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee, or the Majority
Noteholders have declared the Class A Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments on
                       ------------
the Class A Notes shall be made pro rata to the Class A Noteholders entitled
thereto.

     Each Class A Noteholder or Class A Note Owner, by acceptance of a Class A
Note or, in the case of a Class A Note Owner, a beneficial interest in a Class A
Note covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer under the Indenture on the Class A
Notes or under any certificate or other writing delivered in connection
therewith, against the Trust Depositor, the Servicer, the Indenture Trustee or
the Owner Trustee in its individual capacity or any of their Affiliates.

     On each Remittance Date, commencing January, 2002, the Indenture Trustee or
Paying Agent shall distribute to the Person in whose name this Class A Note is
registered at the close of business on the last Business Day of the month
immediately preceding a Remittance Date (the "Record Date") an amount equal to
                                              -----------
the product of the Percentage Interest of the Class A Notes evidenced by this
Class A Note and the amount required to be distributed to Holders of Class A
Notes on such Remittance Date pursuant to Section 3.05 of the Indenture.
                                          ------------

     During each Interest Accrual Period, this Class A Note will bear interest
at the Class A Note Interest Rate.

     Distributions on this Class A Note will be made by the Indenture Trustee or
Paying Agent by check mailed to the address of the Person entitled thereto as
such name and address shall appear on the Note Register or, upon written request
to the Indenture Trustee, by wire transfer of immediately available funds to the
account of the Person entitled thereto as shall appear on the Note Register
without the presentation or surrender of this Note or the making of any notation

                                     A-1-5

<PAGE>

thereon, at a bank or other entity having appropriate facilities therefor, and,
in the case of wire transfers, at the expense of such Person unless such Person
shall own of record Class A Notes which have Initial Class A Principal Balances
aggregating at least $1,000,000.

     Notwithstanding the above, the final distribution on this Class A Note will
be made after due notice by the Indenture Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class A Note at
the office or agency maintained for that purpose by the Note Registrar in New
York, New York.

     As provided in the Indenture and the Sale and Servicing Agreement, deposits
and withdrawals from the Note Distribution Account, the Principal and Interest
Account and the Reserve Fund may be made by the Indenture Trustee from time to
time for purposes other than distributions to Class A Noteholders, such purposes
including reimbursement to the Servicer of advances made, or certain expenses
incurred, by it, and investment in Permitted Instruments.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Class A Note is registrable in the Note Register
upon surrender of this Class A Note for registration of transfer at the offices
or agencies maintained by the Note Registrar in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Indenture Trustee, duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Class A Notes in authorized denominations evidencing the same aggregate
undivided Percentage Interest will be issued to the designated transferee or
transferees.

     The Class A Note is issuable only as a registered Class A Note. As provided
in the Indenture and subject to certain limitations therein set forth, the Class
A Note is exchangeable for a new Class A Note evidencing the same undivided
ownership interest, as requested by the holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Note Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     The Servicer, the Trust Depositor, the Indenture Trustee and the Note
Registrar, and any agent of any of the foregoing, may treat the person in whose
name this Class A Note is registered as the owner hereof for all purposes, and
none of the foregoing shall be affected by notice to the contrary.

     The obligations and responsibilities created by the Indenture shall
terminate upon the payment to Class A Noteholders of all amounts required to be
paid to them pursuant to the Indenture and the Sale and Servicing Agreement and
the disposition of all property held as part of the Indenture Collateral.

                                     A-1-6

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE1

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for an Individual Note, or exchanges of a part of another
Global Note or Individual Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
<S>        <C>                <C>                <C>                <C>
           Amount of          Amount of          Principal Amount
           decrease in        increase in        of this Global     Signature of
           Principal Amount   Principal Amount   Note following     Responsible
Date of    of this Global     of this Global     such decrease      Officer of Note
Exchange   Note               Note               (or increase)      Registrar
--------   ----------------   ----------------   ----------------   ---------------
</TABLE>

----------
1    This should be included only if the Note is issued in global form

                                     A-1-7

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

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

--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints            , attorney, to transfer said Note on the books kept
            ------------
for registration thereof, with full power of substitution in the premises.

Dated:                                                                        2
      -------------------------------        ---------------------------------

                              Signature Guaranteed:

----------
2 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                     A-1-8

<PAGE>

                                                                     EXHIBIT A-2

                             [FORM OF CLASS B NOTE]

                        MCG COMMERCIAL LOAN TRUST 2001-1

     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
                          --------------
BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES
THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
                                                 ---------
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 44A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                        ---
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
(WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT)
PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE
INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID
REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT EITHER: (I) IT IS NOT, AND IS NOT PURCHASING
THIS NOTE FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR
OTHER RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION
4975 OF THE CODE, OR (II) PTCE 95-60, PTCE 96-23, PTCE 91-38, PTCE 90-1, PTCE
84-14 OR SOME OTHER PROHIBITED TRANSACTION EXEMPTION IS APPLICABLE TO THE
PURCHASE AND HOLDING OF THIS NOTE BY THE ACQUIRER.

     [IF HELD BY DTC] [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"),
                                                                         ---
TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT,
AND ANY NOTE ISSUED IS REGISTERED IN

                                      A-2-1

<PAGE>

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

     [IF REGULATION S GLOBAL NOTE] [THIS NOTE HAS NOT BEEN AND WILL NOT BE
REGISTERED UNDER THE SECURITIES ACT AND PRIOR TO THE DATE THAT IS 40 DAYS AFTER
THE LATER OF THE COMMENCEMENT OF THE OFFERING AND THE ORIGINAL ISSUE DATE OF THE
NOTES, MAY NOT BE OFFERED, SOLD, PLEDGED OR OTHERWISE TRANSFERRED IN THE UNITED
STATES OR TO A U.S. PERSON EXCEPT PURSUANT TO AN EXEMPTION FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT.]

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

     THE RIGHTS OF THE HOLDER OF THIS CLASS B NOTE TO RECEIVE INTEREST ARE
SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE
INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS CLASS B NOTE TO RECEIVE PRINCIPAL
ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES TO RECEIVE
PRINCIPAL AND INTEREST.

                                      A-2-2

<PAGE>

REGISTERED                                                      $
                                                                 ---------------

No. B-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                 [CUSIP NO.           ]
                                                            ----------
                                                 [Reg S ISIN NO.       ]
                                                                -------
                                                 [Reg S CUSIP No.         ]
                                                                 ---------
                                                 [Common Code No. 012753691]

     MCG Commercial Loan Trust 2001-1, a business trust organized and
existing under the laws of the State of Delaware (herein referred to as the
"Issuer"), for value received, hereby promises to pay to                       ,
                                                         ----------------------
or registered assigns, the principal sum of             DOLLARS payable on each
                                            -----------
Remittance Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is the initial principal balance of this Class B
Note and the denominator of which is the Initial Class B Principal Balance by
(ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class B Notes pursuant to Section 3.05 of the
Indenture.

     The principal of and interest on this Class B Note are payable in such coin
or currency of the United States as at the time of payment is legal tender for
payment of public and private debts. All payments made by the Issuer with
respect to this Class B Note shall be applied first to interest due and payable
on this Class B Note as provided above and then to the unpaid principal of this
Class B Note.

     Reference is made to the further provisions of this Class B Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Class B Note.

     Unless the Class B Note of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Class B
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                      A-2-3

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer as of the date set forth
below.

Date:  December     , 2001
                ----

                               MCG COMMERCIAL LOAN TRUST 2001-1

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


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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class B Notes of MCG Commercial Loan Trust 2001-1 designated
above and referred to in the within-mentioned Indenture.

Date:  December     , 2001
                ----

                               WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION,
                               not in its individual capacity but solely as
                               Indenture Trustee,

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

                                      A-2-4

<PAGE>

                                [REVERSE OF NOTE]

     This Class B Note is one of a duly authorized issue of Class B Notes of the
Issuer, designated as its MCG Commercial Loan Trust Notes, Series 2001-1, Class
B (herein called the "Class B Notes"), all issued under an Indenture, dated as
                      -------------
of December 1, 2001 (such indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and Wells Fargo Bank Minnesota,
            ---------
National Association, as indenture trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
                       -----------------
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Holders of the Class B Notes. The Class B Notes are
subject to all terms of the Indenture. All terms used in this Class B Note that
are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

     Notwithstanding the foregoing, the entire unpaid principal amount of the
Class B Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee, or the Majority
Noteholders have declared the Class B Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments on
                       ------------
the Class B Notes shall be made pro rata to the Class B Noteholders entitled
thereto.

     Each Class B Noteholder or Class B Note Owner, by acceptance of a Class B
Note or, in the case of a Class B Note Owner, a beneficial interest in a Class B
Note covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer under the Indenture on the Class B
Notes or under any certificate or other writing delivered in connection
therewith, against the Trust Depositor, the Servicer, the Indenture Trustee or
the Owner Trustee in its individual capacity or any of their Affiliates.

     On each Remittance Date, commencing January, 2002, the Indenture Trustee or
Paying Agent shall distribute to the Person in whose name this Class B Note is
registered at the close of business on the last Business Day of the month
immediately preceding a Remittance Date (the "Record Date") an amount equal to
                                         ----------------
the product of the Percentage Interest of the Class B Notes evidenced by this
Class B Note and the amount required to be distributed to Holders of Class B
Notes on such Remittance Date pursuant to Section 3.05 of the Indenture.
                                          ------------

     During each Interest Accrual Period, this Class B Note will bear interest
at the Class B Note Interest Rate.

     Distributions on this Class B Note will be made by the Indenture Trustee or
Paying Agent by check mailed to the address of the Person entitled thereto as
such name and address shall appear on the Note Register or, upon written request
to the Indenture Trustee, by wire transfer of immediately available funds to the
account of the Person entitled thereto as shall appear on the Note Register
without the presentation or surrender of this Note or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, and,
in the case of wire

                                      A-2-5

<PAGE>

transfers, at the expense of such Person unless such Person shall own of record
Class B Notes which have Initial Class B Principal Balances aggregating at least
$1,000,000.

     Notwithstanding the above, the final distribution on this Class B Note will
be made after due notice by the Indenture Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class B Note at
the office or agency maintained for that purpose by the Note Registrar in New
York, New York.

     As provided in the Indenture and the Sale and Servicing Agreement, deposits
and withdrawals from the Note Distribution Account, the Principal and Interest
Account and the Reverse Fund may be made by the Indenture Trustee from time to
time for purposes other than distributions to Class B Noteholders, such purposes
including reimbursement to the Servicer of advances made, or certain expenses
incurred, by it, and investment in Permitted Instruments.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Class B Note is registrable in the Note Register
upon surrender of this Class B Note for registration of transfer at the offices
or agencies maintained by the Note Registrar in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Indenture Trustee, duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Class B Notes in authorized denominations evidencing the same aggregate
undivided Percentage Interest will be issued to the designated transferee or
transferees.

     The Class B Note is issuable only as a registered Class B Note. As provided
in the Indenture and subject to certain limitations therein set forth, the Class
B Note is exchangeable for a new Class B Note evidencing the same undivided
ownership interest, as requested by the holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Note Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     The Servicer, the Seller, the Indenture Trustee and the Note Registrar, and
any agent of any of the foregoing, may treat the person in whose name this Class
B Note is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.

     The obligations and responsibilities created by the Indenture shall
terminate upon the payment to Class B Noteholders of all amounts required to be
paid to them pursuant to the Indenture and the Sale and Servicing Agreement and
the disposition of all property held as part of the Indenture Collateral.

                                      A-2-6

<PAGE>

             SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE3

     The following exchanges of a part of this Global Note for an interest in
another Global Note or for an Individual Note, or exchanges of a part of another
Global Note or Individual Note for an interest in this Global Note, have been
made:

<TABLE>
<CAPTION>
<S>        <C>                <C>                <C>                <C>


           Amount of          Amount of          Principal Amount
           decrease in        increase in        of this Global     Signature of
           Principal Amount   Principal Amount   Note following     Responsible
Date of    of this Global     of this Global     such decrease      Officer of Note
Exchange   Note               Note               (or increase)      Registrar
--------   ----------------   ----------------   ----------------   ---------------
</TABLE>

----------
3 This should be included only if the Note is issued in global form.

                                     A-2-7

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

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

--------------------------------------------------------------------------------
                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints              , attorney, to transfer said Note on the books kept
             -------------
for registration thereof, with full power of substitution in the premises.

Dated:                                                                         4
        ----------------------------                 --------------------------

                              Signature Guaranteed:
----------
4 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                      A-2-8

<PAGE>

                                                                     EXHIBIT A-3

                             [FORM OF CLASS C NOTE]

                        MCG COMMERCIAL LOAN TRUST 2001-1

     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR UNDER ANY STATE SECURITIES OR
                          --------------
BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES
THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
IN COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY (1) (A)
PURSUANT TO RULE 144A UNDER THE SECURITIES ACT ("RULE 144A") TO A PERSON THAT
                                                 ---------
THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE
MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT OR A QIB
                         ---
PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS INFORMED, IN EACH CASE,
THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
RULE 144A, OR (B) IN CERTIFICATED FORM TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
(WITHIN THE MEANING OF RULE 501(a)(1)-(3) OR (7) UNDER THE SECURITIES ACT)
PURCHASING FOR INVESTMENT AND NOT FOR DISTRIBUTION IN VIOLATION OF THE
SECURITIES ACT, SUBJECT TO (X) THE RECEIPT BY THE INDENTURE TRUSTEE OF A LETTER
SUBSTANTIALLY IN THE FORM PROVIDED IN THE INDENTURE AND (Y) THE RECEIPT BY THE
INDENTURE TRUSTEE OF SUCH OTHER EVIDENCE ACCEPTABLE TO THE INDENTURE TRUSTEE
THAT SUCH REOFFER, RESALE, PLEDGE OR TRANSFER IS IN COMPLIANCE WITH THE
SECURITIES ACT AND OTHER APPLICABLE LAWS, (2) IN AN OFFSHORE TRANSACTION IN
ACCORDANCE WITH RULE 903 OR RULE 904 OF REGULATION S UNDER THE SECURITIES ACT,
(3) PURSUANT TO ANOTHER EXEMPTION AVAILABLE UNDER THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE STATE SECURITIES LAWS, OR (4) PURSUANT TO A VALID
REGISTRATION STATEMENT. THE PURCHASE OF THIS NOTE WILL BE DEEMED A
REPRESENTATION BY THE ACQUIRER THAT IT IS NOT, AND IS NOT PURCHASING THIS NOTE
FOR, ON BEHALF OF OR WITH THE ASSETS OF, AN EMPLOYEE BENEFIT PLAN OR OTHER
RETIREMENT ARRANGEMENT WHICH IS SUBJECT TO TITLE I OF ERISA AND/OR SECTION 4975
OF THE CODE.

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

     THE RIGHTS OF THE HOLDER OF THIS CLASS C NOTE TO RECEIVE INTEREST ARE
SUBORDINATED TO THE RIGHTS OF THE HOLDERS OF THE CLASS A NOTES

                                      A-3-1

<PAGE>

AND THE CLASS B NOTES TO RECEIVE INTEREST AND THE RIGHTS OF THE HOLDERS OF THIS
CLASS C NOTE TO RECEIVE PRINCIPAL ARE SUBORDINATED TO THE RIGHTS OF THE HOLDERS
OF THE CLASS A NOTES AND CLASS B NOTES TO RECEIVE PRINCIPAL AND INTEREST.

     THIS CLASS C NOTE MAY NOT BE TRANSFERRED DIRECTLY OR INDIRECTLY TO (1)
EMPLOYEE BENEFIT PLANS, RETIREMENT ARRANGEMENTS, INDIVIDUAL RETIREMENT ACCOUNTS
OR KEOGH PLANS SUBJECT TO EITHER TITLE I OF THE EMPLOYEE RETIREMENT INCOME
SECURITY ACT OF 1974, AS AMENDED, OR SECTION 4975 OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED, OR (2) ENTITIES (INCLUDING INSURANCE COMPANY GENERAL
ACCOUNTS) WHOSE UNDERLYING ASSETS INCLUDE PLAN ASSETS BY REASON OF ANY SUCH
PLAN'S ARRANGEMENTS OR ACCOUNT'S INVESTMENT IN SUCH ENTITIES. FURTHER, THIS NOTE
MAY BE TRANSFERRED ONLY TO A UNITED STATES PERSON WITHIN THE MEANING OF SECTION
7701(a)(30) OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED.

     NO TRANSFER, SALE, PLEDGE OR OTHER DISPOSITION OF ONE OR MORE CLASS C NOTES
(A "TRANSFER") SHALL BE MADE UNLESS SIMULTANEOUSLY WITH THE TRANSFER (1) A
    --------
PROPORTIONATE AMOUNT OF CERTIFICATES ARE TRANSFERRED SO THAT THE RATIO OF THE
PERCENTAGE INTEREST OF THE CERTIFICATES SO TRANSFERRED TO ALL CERTIFICATES AND
THE RATIO OF THE PERCENTAGE INTEREST OF THE CLASS C NOTES SO TRANSFERRED TO THE
PERCENTAGE INTEREST OF ALL CLASS C NOTES ARE EQUAL AND (2) THE TRANSFERS OF THE
CERTIFICATES AND CLASS B NOTES REFERRED TO HEREIN ARE MADE TO THE SAME PERSON.

                                      A-3-2

<PAGE>

REGISTERED                                                      $
                                                                 ---------------

No. C-

                       SEE REVERSE FOR CERTAIN DEFINITIONS

     MCG Commercial Loan Trust 2001-1, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
                                                                    ------
for value received, hereby promises to pay to                       , or
                                              ----------------------
registered assigns, the principal sum of             DOLLARS payable on each
                                         -----------
Remittance Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is the initial principal balance of this Class C
Note and the denominator of which is the Initial Class C Principal Balance by
(ii) the aggregate amount, if any, payable from the Note Distribution Account in
respect of principal on the Class C Notes pursuant to Section 3.05 of the
                                                      ------------
Indenture.

     Distributions on this Class C Note are payable in such coin or currency of
the United States as at the time of payment is legal tender for payment of
public and private debts.

     Reference is made to the further provisions of this Class C Note set forth
on the reverse hereof, which shall have the same effect as though fully set
forth on the face of this Class C Note.

     Unless the Class C Note of authentication hereon has been executed by the
Indenture Trustee whose name appears below by manual signature, this Class C
Note shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.

                                      A-3-3

<PAGE>

     IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Responsible Officer as of the date set forth
below.

Date:    December     , 2001
                  ----

                                        MCG COMMERCIAL LOAN TRUST 2001-1

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


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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Class C Notes of MCG Commercial Loan Trust 2001-1 designated
above and referred to in the within-mentioned Indenture.

Date:    December     , 2001              WELLS FARGO BANK MINNESOTA,
                  ----
                                        NATIONAL ASSOCIATION, not in
                                        its individual capacity but
                                        solely as Indenture Trustee,


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

                                      A-3-4

<PAGE>

                                [REVERSE OF NOTE]

     This Class C Note is one of a duly authorized issue of Class C Notes of the
Issuer, designated as its MCG Commercial Loan Trust Notes, Series 2001-1, Class
C (herein called the "Class C Notes"), all issued under an Indenture dated as of
                      -------------
December 1, 2001 (such indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and Wells Fargo Bank Minnesota, National
Association, as indenture trustee (the "Indenture Trustee", which term includes
                                        -----------------
any successor Indenture Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Class C Notes. The Class C Notes are subject to
all terms of the Indenture. All terms used in this Class C Note that are defined
in the Indenture, as supplemented or amended, shall have the meanings assigned
to them in or pursuant to the Indenture, as so supplemented or amended.

     Notwithstanding the foregoing, the entire unpaid principal amount of the
Class C Notes shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee, or the Majority
Noteholders have declared the Class C Notes to be immediately due and payable in
the manner provided in Section 5.02 of the Indenture. All principal payments on
                       ------------
the Class C Notes shall be made pro rata to the Class C Noteholders entitled
thereto.

     Each Class C Noteholder or Class C Note Owner, by acceptance of a Class C
Note or, in the case of a Class C Note Owner, a beneficial interest in a Class C
Note covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer under the Indenture on the Class C
Notes or under any certificate or other writing delivered in connection
therewith, against the Trust Depositor, the Servicer, the Indenture Trustee or
the Owner Trustee in its individual capacity or any of their Affiliates.

     On each Remittance Date, commencing January, 2002, the Indenture Trustee or
Paying Agent shall distribute to the Person in whose name this Class C Note is
registered at the close of business on the last Business Day of the month
immediately preceding a Remittance Date (the "Record Date") an amount equal to
                                              -----------
the product of the Percentage Interest of the Class B Notes evidenced by this
Class C Note and the amount required to be distributed to Holders of Class B
Notes on such Remittance Date pursuant to Section 3.05 of the Indenture.
                                          ------------

     Distributions on this Class C Note will be made by the Indenture Trustee or
Paying Agent by check mailed to the address of the Person entitled thereto as
such name and address shall appear on the Note Register or, upon written request
to the Indenture Trustee, by wire transfer of immediately available funds to the
account of the Person entitled thereto as shall appear on the Note Register
without the presentation or surrender of this Note or the making of any notation
thereon, at a bank or other entity having appropriate facilities therefor, and,
in the case of wire transfers, at the expense of such Person unless such Person
shall own of record Class C Notes which have Initial Class C Principal Balances
aggregating at least $1,000,000.

                                      A-3-5

<PAGE>

     Notwithstanding the above, the final distribution on this Class C Note will
be made after due notice by the Indenture Trustee of the pendency of such
distribution and only upon presentation and surrender of this Class C Note at
the office or agency maintained for that purpose by the Note Registrar in New
York, New York.

     As provided in the Indenture and the Sale and Servicing Agreement, deposits
and withdrawals from the Note Distribution Account, the Principal and Interest
Account and the Reserve Fund Account may be made by the Indenture Trustee from
time to time for purposes other than distributions to Class C Noteholders, such
purposes including reimbursement to the Servicer of advances made, or certain
expenses incurred, by it, and investment in Permitted Instruments.

     As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Class C Note is registrable in the Note Register
upon surrender of this Class C Note for registration of transfer at the offices
or agencies maintained by the Note Registrar in New York, New York, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to, the Indenture Trustee, duly executed by the holder hereof or
such holder's attorney duly authorized in writing, and thereupon one or more new
Class C Notes in authorized denominations evidencing the same aggregate
undivided Percentage Interest will be issued to the designated transferee or
transferees.

     The Class C Note is issuable only as a registered Class C Note. As provided
in the Indenture and subject to certain limitations therein set forth, the Class
C Note is exchangeable for a new Class C Note evidencing the same undivided
ownership interest, as requested by the holder surrendering the same.

     No service charge will be made for any such registration of transfer or
exchange, but the Note Registrar may require payment of a sum sufficient to
cover any tax or other governmental charge payable in connection therewith.

     The Servicer, the Seller, the Indenture Trustee and the Note Registrar, and
any agent of any of the foregoing, may treat the person in whose name this Class
C Note is registered as the owner hereof for all purposes, and none of the
foregoing shall be affected by notice to the contrary.

     The obligations and responsibilities created by the Indenture shall
terminate upon the payment to Class C Noteholders of all amounts required to be
paid to them pursuant to the Indenture and the Sale and Servicing Agreement and
the disposition of all property held as part of the Indenture Collateral.

                                      A-3-6

<PAGE>

                                   ASSIGNMENT

Social Security or taxpayer I.D. or other identifying number of assignee

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

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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints              , attorney, to transfer said Note on the books kept
             -------------
for registration thereof, with full power of substitution in the premises.

Dated:                                                                         5
        -----------------------                    ----------------------------

Signature Guaranteed:

----------
5 NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any chane whatsoever.

                                      A-3-7

<PAGE>

                                                                       EXHIBIT B

                                  LIST OF LOANS

               See Exhibit G of the Sale and Servicing Agreement.

                                       B-1

<PAGE>

                                                                       EXHIBIT C

                            WIRING INSTRUCTIONS FORM

                                                                          , 2001
                                                           ---------------

[Paying Agent]
[Trustee]

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

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

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

Re:      MCG Commercial Loan Trust Notes, Series 2001-1, [Class A] [Class B]
         -------------------------------------------------------------------

Dear Sir:

In connection with the sale of the above-captioned Note by
                           to                              , ("Transferee") you,
--------------------------    -----------------------------    ----------
as Paying Agent, are instructed to make all remittances to Transferee as
Noteholder as of             ,      by wire transfer. For such wire transfer,
                 ------------  ----
the wiring instructions are as follows:

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

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

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

                                                      --------------------------
                                                             Transferee

Noteholder's mailing address:

Name:

Address:

                                       C-1

<PAGE>

                                                                     EXHIBIT D-1

                            FORM OF TRANSFEREE LETTER

MCG Capital Corporation,
  as the Servicer
1100 Wilson Boulevard, Suite 800
Arlington, Virginia  22209
Attention:  Chief Financial Officer and General Counsel

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services/Asset Backed Administration

          , 20
----------    --

Re:      MCG Commercial Loan Trust Notes, Series 2001-1
         ----------------------------------------------
         Class A, Class B and Class C Notes
         ----------------------------------

Ladies and Gentlemen:

In connection with our acquisition of the above-captioned Notes, we certify that
(a) we understand that the Notes are not being registered under the Securities
Act of 1933, as amended (the "Act"), or any state securities laws and are being
                              ---
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we are an institutional
"Accredited Investor," as defined in the Indenture pursuant to which the Notes
were issued (the "Indenture"), and have such knowledge and experience in
                  ---------
financial and business matters that we are capable of evaluating the merits and
risks of investments in the Notes, (c) we have had the opportunity to ask
questions of and receive answers from the Originator and the Servicer concerning
the purchase of the Notes and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Notes, (d) we are
acquiring the Notes for investment for our own account and not with a view to
any distribution of such Notes (but without prejudice to our right at all times
to sell or otherwise dispose of the Notes in accordance with clause (f) below),
                                                             ----------
(e) we have not offered or sold any Notes to, or solicited offers to buy any
Notes from, any person, or otherwise approached or negotiated with any person
with respect thereto, or taken any other action which would result in a
violation of Section 5 of the Act, (f) we will not sell, transfer or otherwise
dispose of any Notes unless (1) such sale, transfer or other disposition is made
pursuant to an effective registration statement under the Act or is exempt from
such registration requirements, and if requested, we will at our expense provide
an opinion of counsel satisfactory to the addressees of this certificate that
such sale, transfer or other disposition may be made pursuant to an exemption
from the Act, (2) the purchaser or transferee of such Note has executed and
delivered to you a certificate to

                                      D-1-1

<PAGE>

substantially the same effect as this certificate if required by the Indenture,
and (3) the purchaser or transferee has otherwise complied with any conditions
for transfer set forth in the Indenture, (g) the purchaser is not acquiring a
Note, directly or indirectly, for or on behalf of an employee benefit plan or
other retirement arrangement subject to the Employee Retirement Income Security
Act of 1974, as amended, and/or Section 4975 of the Internal Revenue Code of
1986, as amended, or any entity, the assets of which would be deemed plan assets
under the Department of Labor regulations set forth at 29 C.F.R. ss.2510.3-101;
unless the purchaser is acquiring a Class A or Class B Note and Prohibited
Transaction Class Exemption ("PTCE") 84-14, PTCE 90-1, PTCE 91-38, PTCE 95-60 or
                              ----
PTCE 92-23 or some other applicable prohibited transaction exemption is
applicable to the acquisition and holdings of such Class A or Class B Note, (h)
if the purchaser is acquiring a Class C Note, the purchaser is a U.S. Person, as
such term is defined in Section 7701(a)(30) of the Internal Revenue Code of
1986, as amended, and (i) if the purchaser is acquiring a Class C Note, the
purchase also is acquiring Certificates such that the ratio and the Percentage
Interest of the Certificates being acquired to all Certificates and the ratio
and the Percentage Interest of the Class C Notes being acquired to all Class C
Notes are equal.

                                                    Very truly yours,


                                                    ----------------------------
                                                    Print Name of Transferee


                                                    By:
                                                       -------------------------
                                                           Responsible Officer

                                      D-1-2

<PAGE>

                                                                     EXHIBIT D-2

                         FORM OF RULE 144A CERTIFICATION

MCG Capital Corporation,
  as the Servicer
1100 Wilson Boulevard, Suite 800
Arlington, Virginia  22209
Attention:  Chief Financial Officer and General Counsel

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services/Asset Backed Administration

          , 20
----------    --

Re:      MCG Commercial Loan Trust Notes, Series 2001-1
         ----------------------------------------------
         Class A, Class B and Class C Notes
         ----------------------------------

Ladies and Gentlemen:

     In connection with our acquisition of the above Notes we certify that (a)
we understand that the Notes are not being registered under the Securities Act
of 1933, as amended (the "Act"), or any state securities laws and are being
                          ---
transferred to us in a transaction that is exempt from the registration
requirements of the Act and any such laws, (b) we have had the opportunity to
ask questions of and receive answers from Originator and the Servicer concerning
the purchase of the Notes and all matters relating thereto or any additional
information deemed necessary to our decision to purchase the Notes, (c) we have
not, nor has anyone acting on our behalf offered, transferred, pledged, sold or
otherwise disposed of the Notes, any interest in the Notes or any other similar
security to, or solicited any offer to buy or accept a transfer, pledge or other
disposition of the Notes, any interest in the Notes or any other similar
security from, or otherwise approached or negotiated with respect to the Notes,
any interest in the Notes or any other similar security with, any person in any
manner, or made any general solicitation by means of general advertising or in
any other manner, or taken any other action, that would constitute a
distribution of the Notes under the Act or that would render the disposition of
the Notes a violation of Section 5 of the Act or require registration pursuant
thereto, nor will act, nor has authorized or will authorize any person to act,
in such manner with respect to the Notes, (d) we are a "qualified institutional
buyer" as that term is defined in Rule 144A under the Act and have completed the
form of certification to that effect attached hereto as Annex 1, (e) we are not
acquiring a Note, directly or indirectly, for or on behalf of an employee
benefit plan or other retirement arrangement subject to the Employee Retirement
Income Security Act of 1974, as amended, and/or Section 4975 of the Internal
Revenue Code of 1986, as amended, or any entity, the assets

                                      D-2-1

<PAGE>

of which would be deemed plan assets under the Department of Labor regulations
set forth at 29 C.F.R. ss.2510.3-101; unless we are acquiring a Class A Note or
Class B Note and Prohibited Transaction Class Exemption ("PTCE") 84-14, PTCE
                                                          ----
90-1, PTCE 91-38, PTCE 95-60 or PTCE 92-23 or some other applicable prohibited
transaction exemption is applicable to the acquisition and holdings of such
Class A Note or Class B Note, (f) if we are acquiring a Class C Note, we are a
U.S. Person, as such term is defined in Section 7701(a)(30) of the Internal
Revenue Code of 1986, as amended, and (g) if the purchaser is acquiring a Class
C Note, we also are acquiring Certificates such that the ratio and the
Percentage Interest of the Certificates being acquired to all Certificates and
the ratio and the Percentage Interest of the Class C Notes being acquired to all
Class C Notes are equal. We are aware that the sale to us is being made in
reliance on Rule 144A. We are acquiring the Notes for our own account or for
resale pursuant to Rule 144A and further, understand that such Notes may be
resold, pledged or transferred only (i) to a person reasonably believed to be a
qualified institutional buyer that purchases for its own account or for the
account of a qualified institutional buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance on Rule 144A, or (ii)
pursuant to another exemption from registration under the Act.

                                                   Very truly yours,


                                                   -----------------------------
                                                   Print Name of Transferee


                                                   By:
                                                      --------------------------
                                                        Responsible Officer

                                      D-2-2

<PAGE>

                                                          ANNEX 1 TO EXHIBIT D-2
                                                          ----------------------

                             [FORM OF CERTIFICATION]

                                                                          [Date]

MCG Capital Corporation,
  as the Servicer
1100 Wilson Boulevard, Suite 800
Arlington, Virginia  22209
Attention:  Chief Financial Officer and General Counsel

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota  55479
Attention:  Corporate Trust Services/Asset Backed Administration

Re:  MCG Commercial Loan Trust Notes, Series 2001-1
     ----------------------------------------------
     Class A, Class B and Class C Notes
     ----------------------------------

Ladies and Gentlemen:

     In connection with our purchase of the Notes, the undersigned certifies to
each of the parties to whom this letter is addressed that it is a qualified
institutional buyer (as defined in Rule 144A under the Securities Act of 1933,
as amended (the "Act")) as follows:
                 ---

1.   It owns and/or invests on a discretionary basis eligible securities
     (excluding affiliate's securities, bank deposit notes and CD's, loan
     participations, repurchase agreements, securities owned but subject to a
     repurchase agreement and currency, interest rate and commodity swaps), as
     described below:

     Amount: $                 ; and
              -----------------

2.   The dollar amount set forth above is:

     a.   greater than $3 million and the undersigned is one of the following
          entities:

          (1)  [ ] an insurance company as defined in Section 2(13) of the Act;*
               or

----------
* A purchase by an insurance company for one or more of its separate accounts,
as defined by section 2(a)(37) of the Investment Company Act of 1940, which are
neither registered no required to be registered thereunder, shall be deemed to
be a purchase for the account of such insurance company.

                                      D-2-1

<PAGE>

          (2)  [ ] an investment company registered under the Investment Company
               Act or any business development company as defined in Section
               2(a)(48) of the Investment Company Act of 1940 or as defined in
               Section 202(a)(22) of the Investment Advisers Act of 1940; or

          (3)  [ ] a Small Business Investment Company licensed by the U.S.
               Small Business Administration under Section 301(c) or (d) of the
               Small Business Investment Act of 1958; or

          (4)  [ ] a plan (i) established and maintained by a state, its
               political subdivisions, or any agency or instrumentality of a
               state or its political subdivisions, the laws of which permit the
               purchase of securities of this type, for the benefit of its
               employees and (ii) the governing investment guidelines of which
               permit the purchase of securities of this type; or

          (5)  [ ] a corporation (other than a U.S. bank, savings and loan
               association or equivalent foreign institution), partnership,
               Massachusetts or similar business trust, or an organization
               described in Section 501(c)(3) of the Internal Revenue Code; or

          (6)  [ ] a U.S. bank, savings and loan association or equivalent
               foreign institution, which has an audited net worth of at least
               $25 million as demonstrated in its latest annual financial
               statements as of a date not more than 16 months preceding the
               date of sale in the case of a U.S. institution or 18 months in
               the case of a foreign institution; or

          (7)  [ ] an investment adviser registered under the Investment
               Advisers Act; or

     b.   [ ] greater than $10 million, and the undersigned is a broker-dealer
          registered with the SEC; or

     c.   [ ] less than $10 million, and the undersigned is a broker-dealer
          registered with the SEC and will only purchase Rule 144A securities in
          riskless principal transactions (as defined in Rule 144A); or

     d.   [ ] less than $100 million, and the undersigned is an investment
          company registered under the Investment Company Act of 1940, which,
          together with one or more registered investment companies having the
          same or an affiliated investment adviser, owns at least $100 million
          of eligible securities; or

     e.   [ ] less than $100 million, and the undersigned is an entity, all the
          equity owners of which are qualified institutional buyers.

                                      D-2-2

<PAGE>

     The undersigned further certifies that it is purchasing Notes for its own
account or for the account of others that independently qualify as "Qualified
Institutional Buyers" as defined in Rule 144A. It is aware that the sale of the
Notes is being made in reliance on its continued compliance with Rule 144A. It
is aware that the transferor may rely on the exemption from the provisions of
Section 5 of the Act provided by Rule 144A. The undersigned understands that the
Notes may be resold, pledged or transferred only to a person reasonably believed
to be a Qualified Institutional Buyer that purchases for its own account or for
the account of a Qualified Institutional Buyer to whom notice is given that the
resale, pledge or transfer is being made in reliance in Rule 144A.

     The undersigned agrees that if at some time before the expiration of the
holding period described in Rule 144 it wishes to dispose of or exchange any of
the Notes, it will not transfer or exchange any of the Notes to a Qualified
Institutional Buyer without first obtaining a letter in the form hereof from the
transferee and delivering such certificate to the addressees hereof.

     IN WITNESS WHEREOF, this document has been executed by the undersigned who
is duly authorized to do so on behalf of the undersigned Qualified Institutional
Buyer on the       day of            ,     .
             -----        -----------  ----

                                                 Name of Institution
                                                 Signature
                                                 Name
                                                 Title**

----------
**   Must be President, Chief Financial Officer, or other executive officer.

                                      D-2-3

<PAGE>

                                                                       EXHIBIT E

            FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO
                REGULATION S GLOBAL NOTE DURING RESTRICTED PERIOD

                (Pursuant to Section 4.02(j)(i) of the Indenture)

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services/Asset Backed Administration

Re:  MCG Commercial Loan Trust Notes, Series 2001-1
     ----------------------------------------------
     Class [A], [B], [C]
     ------------------

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of December 1, 2001 (the
"Agreement"), between MCG Commercial Loan Trust 2001-1, as the issuer (the
 ---------
"Issuer"), and Wells Fargo Bank Minnesota, National Association, as the
indenture trustee (the "Trustee"). Capitalized terms used but not defined herein
                        -------
shall have the meanings given to them in the Agreement.

This letter relates to US $[       ] aggregate current principal amount of Class
                            -------
   Notes (the "Notes") which are held in the form of the Rule 144A Global Note
--             -----
(CUSIP No.          ) with the Depository in the name of [insert name of
           ---------
transferor] (the "Transferor"). The Transferor has requested a transfer of such
                  ----------
beneficial interest for an interest in the Regulation S Global Note (CUSIP No.
          ) to be held with [Euroclear] [Clearstream] (Common Code
----------
No.            ) through the Depository.
   ------------

In connection with such request and in respect of such Notes, the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Agreement and pursuant to and in
accordance with Regulation S under the Securities Act of 1933, as amended (the
"Securities Act"), and accordingly the Transferor does hereby certify that:
 --------------

          (1)  the offer of the Notes was not made to a person in the United
               States,

          (2)  [at the time the buy order was originated, the transferee was
               outside the United States or the Transferor and any person acting
               on its behalf reasonably believed that the transferee was outside
               the United States] [the transaction was executed in, on or
               through the facilities of a designated offshore securities market
               and neither the transferor nor any person acting on its behalf
               knows that the transaction was pre-arranged with a buyer in the
               United States],

                                      E-1

<PAGE>

          (3)  the transferee is not a U.S. Person within the meaning of Rule
               902(o) of Regulation S nor a Person acting for the account or
               benefit of a U.S. Person,

          (4)  no directed selling efforts have been made in contravention of
               the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
               as applicable,

          (5)  the transaction is not part of a plan or scheme to evade the
               registration requirements of the Securities Act, and

          (6)  upon completion of the transaction, the beneficial interest being
               transferred as described above will be held with the Depository
               through [Euroclear] [Clearstream].

This certificate and the statements contained herein are made for your benefit
and the benefit of the Trustee and the Issuer.

                                    [Insert Name of Transferor]


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

Dated:

                                      E-2

<PAGE>

                                                                       EXHIBIT F

            FORM OF TRANSFER CERTIFICATE FOR RULE 144A GLOBAL NOTE TO
                REGULATION S GLOBAL NOTE AFTER RESTRICTED PERIOD

               (Pursuant to Section 4.02(j)(ii) of the Indenture)

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services/Asset Backed Administration

Re:  MCG Commercial Loan Trust Notes, Series 2001-1
     ----------------------------------------------
     Class [A], [B], [C]
     -------------------

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of December 1, 2001 (the
"Agreement"), between MCG Commercial Loan Trust 2001-1, as the issuer (the
 ---------
"Issuer"), and Wells Fargo Bank Minnesota, National Association, as the
 ------
indenture trustee (the "Trustee"). Capitalized terms used but not defined herein
                        -------
shall have the meanings given to them in the Agreement.

This letter relates to US $[        ] aggregate current principal amount of
                            --------
Class    Notes (the "Notes") which are held in the form of the Rule 144A Global
      --             -----
Note (CUSIP No.         ) with the Depository in the name of [insert name of
                --------
transferor] (the "Transferor"). The Transferor has requested a transfer of such
beneficial interest in the Notes for an interest in the Regulation S Global Note
(Common Code No.      ).
                 -----

In connection with such request, and in respect of such Notes, the Transferor
does hereby certify that such transfer has been effected in accordance with the
transfer restrictions set forth in the Agreement and, (i) with respect to
transfers made in reliance on Regulation S under the Securities Act of 1933, as
amended (the "Securities Act"), the Transferor does hereby certify that:
              --------------

          (1)  the offer of the Notes was not made to a person in the United
               States;

          (2)  [at the time the buy order was originated, the transferee was
               outside the United States or the Transferor and any person acting
               on its behalf reasonably believed that the transferee was outside
               the United States] [the transaction was executed in, on or
               through the facilities of a designated offshore securities market
               and neither the Transferor nor any person acting

                                       F-1

<PAGE>

               on its behalf knows that the transaction was pre-arranged with a
               buyer in the United States];

          (3)  no directed selling efforts have been made in contravention of
               the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
               as applicable; and

          (4)  the transaction is not part of a plan or scheme to evade the
               registration requirements of the Securities Act,

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Notes that are being
transferred are not "restricted securities" as defined in Rule 144 under the
Securities Act.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Trustee and the Servicer.

                                    [Insert Name of Transferor]


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

Dated:

                                      F-2

<PAGE>

                                                                       EXHIBIT G

              FORM OF TRANSFER CERTIFICATE REGULATION S GLOBAL NOTE
                TO RULE 144A GLOBAL NOTE DURING RESTRICTED PERIOD

            (Pursuant to Section 4.02(j)(iii)(3)(i) of the Indenture)

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services/Asset Backed Administration

Re:  MCG Commercial Loan Trust Notes, Series 2001-1
     ----------------------------------------------
     Class [A], [B], [C]
     -------------------

Ladies and Gentlemen:

Reference is hereby made to the Indenture, dated as of December 1, 2001 (the
"Agreement"), between MCG Commercial Loan Trust 2001-1, as the issuer (the
 ---------
"Issuer"), and Wells Fargo Bank Minnesota, National Association, as the
 ------
indenture trustee (the "Trustee"). Capitalized terms used but not defined herein
                        -------
shall have the meanings given to them in the Agreement.

This letter relates to US $[        ] aggregate current principal amount of
                            --------
Class    Notes (the "Notes") which are held in the form of the Regulation S
      --             -----
Global Note (CUSIP No.        ) with [Euroclear] [Clearstream] (Common Code
                       -------
No.          ) through the Depository in the name of [insert name of transferor]
   ----------
(the "Transferor"). The Transferor has requested a transfer of such beneficial
interest in the Notes for an interest in the Regulation 144A Global Note (CUSIP
No.            ).
   ------------

In connection with such request, and in respect of such Notes, the Transferor
does hereby certify that such Notes are being transferred in accordance with (i)
the transfer restrictions set forth in the Agreement and (ii) Rule 144A under
the Securities Act to a transferee that the Transferor reasonably believes is
purchasing the Notes for its own account with respect to which the transferee
exercises sole investment discretion and the transferee and any such account is
a "qualified institutional buyer" within the meaning of Rule 144A, in each case
in a transaction meeting the requirements of Rule 144A and in accordance with
any applicable securities laws of any state of the United States or any
jurisdiction.

                                      G-1

<PAGE>

This certificate and the statements contained herein are made for your benefit
and the benefit of the Trustee, the Issuer and placement agent of the offering
of the Notes.

                                    [Insert Name of Transferor]


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

Dated:

                                      G-2

<PAGE>

                                                                       EXHIBIT H

                  FORM OF TRANSFER CERTIFICATE FOR REGULATION S
                      GLOBAL NOTE DURING RESTRICTED PERIOD

              (Pursuant to Section 4.02(l)(iv)(3) of the Indenture)

Wells Fargo Bank Minnesota, National Association,
  as the Indenture Trustee
Sixth and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479
Attention: Corporate Trust Services/Asset Backed Administration

Re:  MCG Commercial Loan Trust Notes, Series 2001-1
     ----------------------------------------------
     Class [A], [B], [C]
     -------------------

Ladies and Gentlemen:

This certificate is delivered pursuant to Section 4.02 of the Indenture, dated
                                          ------------
as of December 1, 2001 (the "Agreement"), between MCG Commercial Loan Trust
                             ---------
2001-1, as the issuer (the "Issuer"), and Wells Fargo Bank Minnesota, National
                            ------
Association, as the indenture trustee (the "Trustee"), in connection with the
                                            -------
transfer by the undersigned (the "Transferor") to                   (the
                                  ----------      -----------------
"Transferee") of $                   current principal amount of Class
 ----------       ------------------                                   ---
Notes, in fully registered form (each, an "Individual Note"), or a beneficial
                                           ---------------
interest of such aggregate current principal amount in the Regulation S Global
Note (the "Global Note") maintained by The Depository Trust Company or its
           -----------
successor as Depository under the Agreement (such transferred interest, in
either form, being the "Transferred Interest").
                        --------------------

In connection with such transfer, the Transferor does hereby certify that such
transfer has been effected in accordance with the transfer restrictions set
forth in the Agreement and the Notes and (i) with respect to transfers made in
accordance with Regulation S ("Regulation S") promulgated under the Securities
                               ------------
Act of 1933, as amended (the "Securities Act"), the Transferor does hereby
                              --------------
certify that:

          (1)  the offer of the Transferred Interest was not made to a person in
               the United States;

          (2)  [at the time the buy order was originated, the Transferee was
               outside the United States or the Transferor and any person acting
               on its behalf reasonably believed that the Transferee was outside
               the United States] [the transaction was executed in, on or
               through the facilities of a designated offshore securities market
               and neither the undersigned nor any person acting on its behalf
               knows that the transaction was pre-arranged with a buyer in the
               United States];

          (3)  the transferee is not a U.S. Person within the meaning of Rule
               902(o) of Regulation S nor a person acting for the account or
               benefit of a U.S.

                                      H-1

<PAGE>

               Person, and upon completion of the transaction, the Transferred
               Interest will be held with the Depository through [Euroclear]
               [Clearstream];

          (4)  no directed selling efforts have been made in contravention of
               the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
               as applicable; and

          (5)  the transaction is not part of a plan or scheme to evade the
               registration requirements of the Securities Act.

or (ii) with respect to transfers made in reliance on Rule 144 under the
Securities Act, the Transferor does hereby certify that the Certificates that
are being transferred are not "restricted securities" as defined in Rule 144
under the Securities Act.

This certificate and the statements contained herein are made for your benefit
and the benefit of the Trustee and the Issuer.

                                    [Name of Transferor]


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

Dated:

                                      H-2

<PAGE>

                                                                       EXHIBIT I

                         FORM OF INVESTOR CERTIFICATION

                                      Date:

Wells Fargo Bank Minnesota,
National Association
Sixth Street and Marquette Avenue

MAC N9311-161
Minneapolis, Minnesota  55479

Attention: Corporate Trust Services-Asset-Backed Administration
           MCG Commercial Loan Trust Notes, Series 2001-1
           Class A, Class B and Class C Notes

     In accordance with Section 3.29 of the Indenture, dated as of December 1,
2001 (the "Agreement"), by and between MCG Commercial Loan Trust 2001-1, as the
           ---------
issuer, and Wells Fargo Bank Minnesota, National Association, as the indenture
trustee (the "Indenture Trustee"), with respect to the above-captioned Notes
              -----------------
(the "Notes"), the undersigned hereby certifies and agrees as follows:
      -----

     1. The undersigned is a beneficial owner of $           in principal
                                                  ----------
balance of the Class     Notes.
                     ---
     2. The undersigned is requesting a password pursuant to Section 3.29 of the
                                                             ------------

Agreement for access to certain information (the "Information") on the Indenture
                                                  -----------
Trustee's website.

     3. In consideration of the Indenture Trustee's disclosure to the
undersigned of the Information, or the password in connection therewith, the
undersigned will keep the Information confidential (except from such outside
persons as are assisting it in connection with the related Notes, from its
accountants and attorneys, and otherwise from such governmental or banking
authorities or agencies to which the undersigned is subject), and such
Information will not, without the prior written consent of the Indenture
Trustee, be otherwise disclosed by the undersigned or by its officers,
directors, partners, employees, agents or representatives (collectively, the
"Representatives") in any manner whatsoever, in whole or in part.
 ---------------

     4. The undersigned shall be fully liable for any breach of this agreement
by itself or any of its Representatives and shall indemnify the Indenture
Trustee for any loss, liability or expense incurred thereby with respect to any
such breach by the undersigned or any of its Representatives.

     5. Capitalized terms used by not defined herein shall have the respective
meanings assigned thereto in the Agreement.
                                 ----------

                                      I-1

<PAGE>

     IN WITNESS WHEREOF, the undersigned has caused its name to be signed hereby
by its duly authorized officer, as of the day and year written above.


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

                                    Beneficial Owner


                                    By:
                                       -----------------------------------------
                                    Title:
                                          --------------------------------------
                                    Company:
                                            ------------------------------------
                                    Phone:
                                          --------------------------------------

                                      I-2