<PAGE>

                                                                     Exhibit 4.2

                                                                  EXECUTION COPY

                      NAVISTAR FINANCIAL 2002-B OWNER TRUST

                       Class A-1 1.62% Asset Backed Notes
                       Class A-2 1.92% Asset Backed Notes
                   Class A-3a Floating Rate Asset Backed Notes
                       Class A-3b 2.64% Asset Backed Notes
                       Class A-4 3.52% Asset Backed Notes
                        Class B 5.27% Asset Backed Notes

                                   ----------

                                    INDENTURE

                          Dated as of November 19, 2002

                                   ----------

                              The Bank of New York,
                         a New York banking corporation,
                                Indenture Trustee

<PAGE>

                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                Page
                                                                                ----
<S>                                                                               <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...............................2
   Section 1.1   Definitions.......................................................2
   Section 1.2   Incorporation by Reference of Trust Indenture Act.................2

ARTICLE II THE NOTES...............................................................3
   Section 2.1   Form..............................................................3
   Section 2.2   Execution, Authentication and Delivery............................4
   Section 2.3   Temporary Notes...................................................4
   Section 2.4   Registration; Registration of Transfer and Exchange of Notes......5
   Section 2.5   Mutilated, Destroyed, Lost or Stolen Notes........................6
   Section 2.6   Persons Deemed Noteholders........................................7
   Section 2.7   Payment of Principal and Interest.................................7
   Section 2.8   Cancellation of Notes.............................................8
   Section 2.9   Release of Collateral.............................................9
   Section 2.10  Book-Entry Notes..................................................9
   Section 2.11  Notices to Clearing Agency.......................................10
   Section 2.12  Definitive Notes.................................................10
   Section 2.13  Seller as Noteholder.............................................10
   Section 2.14  Tax Treatment....................................................10

ARTICLE III COVENANTS.............................................................11
   Section 3.1   Payment of Principal and Interest................................11
   Section 3.2   Maintenance of Agency Office.....................................11
   Section 3.3   Money for Payments To Be Held in Trust...........................11
   Section 3.4   Existence........................................................13
   Section 3.5   Protection of Collateral; Acknowledgment of Pledge...............13
   Section 3.6   Opinions as to Collateral........................................13
   Section 3.7   Performance of Obligations; Servicing of Receivables.............14
   Section 3.8   Negative Covenants...............................................15
   Section 3.9   Annual Statement as to Compliance................................16
   Section 3.10  Consolidation, Merger, etc., of the Issuer; Disposition of
                    Trust Assets..................................................16
   Section 3.11  Successor or Transferee..........................................18
   Section 3.12  No Other Business................................................18
   Section 3.13  No Borrowing.....................................................18
   Section 3.14  Guarantees, Loans, Advances and Other Liabilities................18
   Section 3.15  Servicer's Obligations...........................................19
   Section 3.16  Capital Expenditures.............................................19
   Section 3.17  Removal of Administrator.........................................19
   Section 3.18  Restricted Payments..............................................19
   Section 3.19  Notice of Events of Default......................................19
   Section 3.20  Further Instruments and Acts.....................................20
</TABLE>

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<TABLE>
<S>                                                                               <C>
   Section 3.21  Indenture Trustee's Assignment of Administrative
                    Receivables and Warranty Receivables..........................20
   Section 3.22  Representations and Warranties by the Issuer to the
                    Indenture Trustee.............................................20

ARTICLE IV SATISFACTION AND DISCHARGE.............................................21
   Section 4.1   Satisfaction and Discharge of Indenture..........................21
   Section 4.2   Application of Trust Money.......................................22
   Section 4.3   Repayment of Monies Held by Paying Agent.........................22
   Section 4.4   Duration of Position of Indenture Trustee for Benefit of
                    Certificateholders............................................22

ARTICLE V DEFAULT AND REMEDIES....................................................22
   Section 5.1   Events of Default................................................22
   Section 5.2   Acceleration of Maturity; Rescission and Annulment...............23
   Section 5.3   Collection of Indebtedness and Suits for Enforcement by
                    Indenture Trustee.............................................24
   Section 5.4   Remedies; Priorities.............................................26
   Section 5.5   Optional Preservation of the Collateral..........................27
   Section 5.6   Limitation of Suits..............................................27
   Section 5.7   Unconditional Rights of Noteholders To Receive Principal and
                    Interest......................................................28
   Section 5.8   Restoration of Rights and Remedies...............................28
   Section 5.9   Rights and Remedies Cumulative...................................29
   Section 5.10  Delay or Omission Not a Waiver...................................29
   Section 5.11  Control by Noteholders...........................................29
   Section 5.12  Waiver of Past Defaults..........................................29
   Section 5.13  Undertaking for Costs............................................30
   Section 5.14  Waiver of Stay or Extension Laws.................................30
   Section 5.15  Action on Notes..................................................30
   Section 5.16  Performance and Enforcement of Certain Obligations...............31

ARTICLE VI THE INDENTURE TRUSTEE..................................................32
   Section 6.1   Duties of Indenture Trustee......................................32
   Section 6.2   Rights of Indenture Trustee......................................33
   Section 6.3   Indenture Trustee May Own Notes..................................33
   Section 6.4   Indenture Trustee's Disclaimer...................................34
   Section 6.5   Notice of Defaults...............................................34
   Section 6.6   Reports by Indenture Trustee to Holders..........................34
   Section 6.7   Compensation; Indemnity..........................................34
   Section 6.8   Replacement of Indenture Trustee.................................34
   Section 6.9   Merger or Consolidation of Indenture Trustee.....................35
   Section 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                    Trustee.......................................................36
   Section 6.11  Eligibility; Disqualification....................................37
   Section 6.12  Preferential Collection of Claims Against Issuer.................38
   Section 6.13  Representations and Warranties of Indenture Trustee..............38
   Section 6.14  Indenture Trustee May Enforce Claims Without Possession of
                    Notes.........................................................39
</TABLE>

                                      -ii-

<PAGE>

<TABLE>
<S>                                                                               <C>
   Section 6.15  Suit for Enforcement.............................................39
   Section 6.16  Rights of Noteholders to Direct Indenture Trustee................39

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS........................................40
   Section 7.1   Issuer To Furnish Indenture Trustee Names and Addresses of
                    Noteholders...................................................40
   Section 7.2   Preservation of Information, Communications to Noteholders.......40
   Section 7.3   Reports by Issuer................................................40
   Section 7.4   Reports by Indenture Trustee.....................................41

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.................................41
   Section 8.1   Collection of Money..............................................41
   Section 8.2   Designated Accounts; Payments....................................41
   Section 8.3   General Provisions Regarding Accounts............................46
   Section 8.4   Release of Collateral............................................46
   Section 8.5   Opinion of Counsel...............................................47
   Section 8.6   Investment Earnings and Supplemental Servicing Fees..............47
   Section 8.7   Net Deposits.....................................................47
   Section 8.8   Statements to Securityholders....................................47
   Section 8.9   Designated Accounts..............................................49
   Section 8.10  Reserve Account..................................................50
   Section 8.11  Pre-Funding Account..............................................50
   Section 8.12  Negative Carry Account...........................................51
   Section 8.13  Sale of Assets; Termination......................................51

ARTICLE IX SUPPLEMENTAL INDENTURES................................................52
   Section 9.1   Supplemental Indentures Without Consent of Noteholders...........52
   Section 9.2   Supplemental Indentures With Consent of Noteholders..............54
   Section 9.3   Execution of Supplemental Indentures.............................55
   Section 9.4   Effect of Supplemental Indenture.................................55
   Section 9.5   Conformity with Trust Indenture Act..............................56
   Section 9.6   Reference in Notes to Supplemental Indentures....................56

ARTICLE X REDEMPTION OF NOTES.....................................................56
   Section 10.1  Redemption.......................................................56
   Section 10.2  Form of Redemption Notice........................................57
   Section 10.3  Notes Payable on Redemption Date.................................57

ARTICLE XI MISCELLANEOUS..........................................................57
   Section 11.1  Compliance Certificates and Opinions, etc........................57
   Section 11.2  Form of Documents Delivered to Indenture Trustee.................59
   Section 11.3  Acts of Noteholders..............................................60
   Section 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
                    Agencies......................................................60
   Section 11.5  Notices to Noteholders; Waiver...................................61
   Section 11.6  Alternate Payment and Notice Provisions..........................61
   Section 11.7  Conflict with Trust Indenture Act................................61
   Section 11.8  Effect of Headings and Table of Contents.........................61
</TABLE>

                                      -iii-

<PAGE>

<TABLE>
<S>                                                                               <C>
   Section 11.9  Successors and Assigns...........................................62
   Section 11.10 Separability.....................................................62
   Section 11.11 Benefits of Indenture............................................62
   Section 11.12 Legal Holidays...................................................62
   Section 11.13 Governing Law....................................................62
   Section 11.14 Counterparts.....................................................62
   Section 11.15 Recording of Indenture...........................................62
   Section 11.16 No Recourse......................................................62
   Section 11.17 No Petition......................................................63
   Section 11.18 Inspection.......................................................64
</TABLE>

Exhibit A-   Locations of Composite Schedule of Receivables
Exhibit B-   Form of Class A-1 Asset Backed Note
Exhibit C-   Form of Class A-2, Class A-3b, Class A-4 and Class B Asset Backed
                Note
Exhibit D-   Form of Class A-3a Asset Backed Note

                                      -iv-

<PAGE>

          INDENTURE, dated as of November 19, 2002 between NAVISTAR FINANCIAL
2002-B OWNER TRUST, a Delaware statutory trust (the "Issuer"), and THE BANK OF
NEW YORK, a New York banking corporation, as trustee and not in its individual
capacity (the "Indenture Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Notes and (only to the
extent expressly provided herein) the Certificateholders:

                                GRANTING CLAUSE

          The Issuer hereby grants to the Indenture Trustee on the Closing Date,
as trustee for the benefit of the Noteholders and (only to the extent expressly
provided herein) the Swap Counterparty and the Certificateholders, all of the
Issuer's right, title and interest in, to and under (a) the Receivables listed
on the Composite Schedule of Receivables which is on file at the locations
listed on Exhibit A hereto, whether now existing or hereafter acquired and
including, without limitation, Subsequent Receivables acquired by the Issuer
pursuant to the Pooling Agreement listed on the schedules to the Subsequent
Transfer PSA Assignments with respect to such Subsequent Receivables and all
Related Security; (b) the Collection Account and the Note Distribution Account
and all funds on deposit from time to time in the Collection Account and the
Note Distribution Account; (c) the Reserve Account and all proceeds thereof
(other than the Investment Earnings thereon), including all other amounts,
investments and investment property held from time to time in the Reserve
Account (whether in the form of deposit accounts, Physical Property, book-entry
securities, uncertificated securities, or otherwise); (d) the Reserve Account
Initial Deposit with respect to the Closing Date and the Reserve Account
Subsequent Transfer Deposit with respect to each Subsequent Transfer Date and
all proceeds thereof (other than the Investment Earnings thereon) (c) and (d),
collectively, the "Reserve Account Property"); (e) the Pre-Funding Account and
all funds on deposit from time to time in the Pre-Funding Account and all
proceeds thereof, including all other amounts and investments held from time to
time in the Pre-Funding Account (whether in the form of deposit accounts,
Physical Property, book-entry securities, uncertificated securities or
otherwise) (collectively, the "Pre-Funding Account Property"); (f) the Negative
Carry Account and all funds on deposit from time to time in the Negative Carry
Account and all proceeds thereof (other than the Investment Earnings thereon),
including all other amounts, investments and investment property held from time
to time in the Negative Carry Account (whether in the form of deposit accounts,
Physical Property, book-entry securities, uncertificated securities or
otherwise); (g) the Pooling Agreement (including all rights of NFRRC under the
Purchase Agreement, the Initial PA Assignment and any Subsequent Transfer PA
Assignments assigned to the Issuer pursuant to the Pooling Agreement); (h) the
Servicing Agreement; (i) the rights of NFC under the Lease Purchase Agreement,
the Initial LPA Assignment and any Subsequent Transfer LPA Assignment assigned
to NFRRC pursuant to the Purchase Agreement and then to the Issuer pursuant to
the Pooling Agreement; (j) the Titling Trust Documents, including the Series
2002-B Portfolio Certificate, the Series 2002-B Portfolio Interest and the
beneficial interest in the Series 2002-B Portfolio Assets; (k) all Collections;
(l) all rights, title and interest of the Issuer in, to and under the Interest
Rate Swap and the Swap Counterparty Rights Agreement; and (m) all present and
future claims, demands, causes and choses in action in respect of any or all of
the foregoing and all payments on or under and all proceeds of every kind and
nature whatsoever in respect of any or all of the foregoing, including

<PAGE>

all proceeds of the conversion, voluntary or involuntary, into cash or other
liquid property, all cash proceeds, accounts, accounts receivable, notes,
drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral").

          The foregoing Grant is made in trust to secure (a) first, the payment
of principal of and interest on, and any other amounts owing in respect of, the
Class A Notes, equally and ratably without prejudice, priority or distinction,
subject to the priority set forth in Section 8.2(d) of this Indenture, and (b)
second, the payment of principal of and interest on, and any other amounts owing
in respect of, the Class B Notes, equally and ratably without prejudice,
priority or distinction, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture. This Indenture constitutes a
security agreement under the UCC.

          The foregoing Grant includes all rights, powers and options (but none
of the obligations, if any) of the Issuer under any agreement or instrument
included in the Collateral, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal, interest and lease
payments and other Scheduled Payments in respect of the Receivables included in
the Collateral and all other monies payable under the Collateral, 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
Issuer or otherwise and generally to do and receive anything that the Issuer is
or may be entitled to do or receive under or with respect to the Collateral.

          The Indenture Trustee, as trustee on behalf of the Noteholders and
(only to the extent expressly provided herein) the Certificateholders,
acknowledges such Grant and accepts the trusts under this Indenture in
accordance with the provisions of this Indenture.

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

          Section 1.1 Definitions. Certain capitalized terms used in this
Indenture shall have the respective meanings assigned them in Part I of Appendix
A to the Pooling Agreement of even date herewith between the Issuer and NFRRC
(as it may be amended, supplemented or modified from time to time, the "Pooling
Agreement"). All references herein to "the Indenture" or "this Indenture" are to
this Indenture as it may be amended, supplemented or modified from time to time,
the exhibits hereto and the capitalized terms used herein which are defined in
such Appendix A. All references herein to Articles, Sections, subsections and
exhibits are to Articles, Sections, subsections and exhibits contained in or
attached to this Indenture unless otherwise specified. All terms defined in this
Indenture shall have the defined meanings when used in any certificate, notice,
Note or other document made or delivered pursuant hereto unless otherwise
defined therein. The rules of construction set forth in Part II of such Appendix
A shall be applicable to this Indenture.

          Section 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and

                                      -2-

<PAGE>

made a part of this Indenture. The following TIA terms used in this Indenture
have the following meanings:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Notes.

          "indenture security holder" means a Noteholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" means the Indenture Trustee.

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

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

                                   ARTICLE II
                                    THE NOTES

          Section 2.1 Form.

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

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

               (c) Each Note shall be dated the date of its authentication. The
terms of each class of Notes as provided for in Exhibit B, Exhibit C and Exhibit
D hereto are part of the terms of this Indenture.

                                      -3-

<PAGE>

          Section 2.2 Execution, Authentication and Delivery.

               (a) Each Note shall be dated the date of its authentication, and
shall be issuable as a registered Note in the minimum denomination of $1,000 and
in integral multiples thereof (except, if applicable, for one Note representing
a residual portion of each class which may be issued in a different
denomination).

               (b) 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.

               (c) 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 office prior to the authentication and delivery of such Notes or did
not hold such office at the date of such Notes.

               (d) The Indenture Trustee shall upon Issuer Order authenticate
and deliver to or upon the order of the Issuer, the Notes for original issue in
aggregate principal amount of $850,000,000, comprised of (i) Class A-1 Notes in
the aggregate principal amount of $162,000,000, (ii) Class A-2 Notes in the
aggregate principal amount of $230,000,000, (iii) Class A-3a Notes in the
aggregate principal amount of $215,000,000, (iv) Class A-3b Notes in the
aggregate principal amount of $25,000,000, (v) Class A-4 Notes in the aggregate
principal amount of $184,000,000, and (vi) Class B Notes in the aggregate
principal amount of $34,000,000. The aggregate principal amount of all Notes
outstanding at any time may not exceed $850,000,000 except as provided in
Section 2.5.

               (e) No Notes 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 set forth,
in the case of the Class A-1 Notes, in Exhibit B, in the case of the Class A-2
Notes, the Class A-3b Notes, the Class A-4 Notes and the Class B Notes, in
Exhibit C, and in the case of the Class A-3a Notes, in Exhibit D, executed by
the Indenture Trustee by the manual signature of one of its authorized
signatories, and such certificate upon any Note shall be conclusive evidence,
and the only evidence, that such Note has been duly authenticated and delivered
hereunder.

          Section 2.3 Temporary Notes.

               (a) Pending the preparation of Definitive Notes, if any, the
Issuer may execute, and upon receipt of an Issuer Order the Indenture Trustee
shall authenticate and deliver, such Temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
as are consistent with the terms of this Indenture as the officers executing
such Notes may determine, as evidenced by their execution of such Notes.

               (b) If Temporary Notes are issued, the Issuer shall cause
Definitive Notes to be prepared without unreasonable delay. After the
preparation of Definitive Notes, the Temporary Notes shall be exchangeable for
Definitive Notes upon surrender of the Temporary Notes at the Agency Office of
the Issuer to be maintained as provided in Section 3.2, without

                                      -4-

<PAGE>

charge to the Noteholder. Upon surrender for cancellation of any one or more
Temporary Notes, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
Definitive Notes of authorized denominations. Until so delivered in exchange,
the Temporary Notes shall in all respects be entitled to the same benefits under
this Indenture as Definitive Notes.

          Section 2.4 Registration; Registration of Transfer and Exchange of
Notes.

               (a) The Issuer shall cause to be kept the Note Register,
comprising separate registers for each class of Notes, in which, subject to such
reasonable regulations as the Issuer may prescribe, the Issuer shall provide for
the registration of the Notes and the registration of transfers and exchanges of
the Notes. The Indenture Trustee shall initially be the Note Registrar for the
purpose of registering the Notes and transfers of the Notes as herein provided.
Upon any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor Note Registrar or, if it elects not to make such an appointment,
assume the duties of the Note Registrar.

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

               (c) Upon surrender for registration of transfer of any Note at
the Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations, of a like aggregate principal amount.

               (d) At the option of the Noteholder, Notes may be exchanged for
other Notes of the same class in any authorized denominations, of a like
aggregate principal amount, upon surrender of the Notes to be exchanged at the
Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, and the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.

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

                                      -5-

<PAGE>

               (f) Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee and the
Note Registrar, duly executed by the Holder thereof or such Holder's attorney
duly authorized in writing, with such signature guaranteed by a commercial bank
or trust company located, or having a correspondent located, in the City of New
York or the city in which the Corporate Trust Office of the Indenture Trustee is
located, or by a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require.

               (g) No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Issuer or Indenture
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Section 2.3 or
Section 9.6 not involving any transfer.

               (h) The preceding provisions of this Section 2.4 notwithstanding,
the Issuer shall not be required to transfer or make exchanges, and the Note
Registrar need not register transfers or exchanges, of Notes that: (i) have been
selected for redemption pursuant to Article X, if applicable; or (ii) are due
for repayment in full within 15 days of surrender to the Corporate Trust Office
or the Agency Office.

          Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

               (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a protected purchaser, the Issuer shall execute and upon the
Issuer's request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of a like class and aggregate principal amount; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable in full,
or shall have been called for redemption, instead of issuing a replacement Note,
the Issuer may make payment to the Holder of such destroyed, lost or stolen Note
when so due or payable or upon the Redemption Date, if applicable, without
surrender thereof.

               (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), any
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 (i) any Person to whom it was delivered, (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered or
(iii) any assignee of such Person, except any protected purchaser, and the
Issuer and the Indenture Trustee 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.

                                      -6-

<PAGE>

               (c) In connection with the issuance of any replacement Note under
this Section 2.5, 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 all
fees and expenses of the Indenture Trustee) connected therewith.

               (d) Any duplicate Note issued pursuant to this Section 2.5 in
replacement for 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 found at any time or be
enforced by any Person, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

               (e) The provisions of this Section 2.5 are exclusive and shall
preclude (to the extent lawful) all other rights and remedies with respect to
the replacement or payment of mutilated, destroyed, lost or stolen Notes.

          Section 2.6 Persons Deemed Noteholders. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
of their agents may treat the Person in whose name any Note is registered (as of
the day of determination) as the Noteholder for the purpose of receiving
payments of principal of and interest on such Note and for all other purposes
whatsoever, whether or not such Note be overdue, and neither the Issuer, the
Indenture Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.

          Section 2.7 Payment of Principal and Interest.

               (a) Interest on the Class A-1 Notes shall accrue in the manner
set forth in Exhibit B at the applicable Interest Rate for such class, and such
interest shall be payable on each Distribution Date, in accordance with the
priorities set forth in Section 8.2(d), as specified in the form of Note set
forth in Exhibit B. Interest on the Class A-2 Notes, the Class A-3b Notes, the
Class A-4 Notes and the Class B Notes shall accrue in the manner set forth in
Exhibit C at the applicable Interest Rate for such class, and shall be payable
on each Distribution Date, in accordance with the priorities set forth in
Section 8.2(d), as specified in the form of Note set forth in Exhibit C.
Interest on the Class A-3a Notes shall accrue in the manner set forth in Exhibit
D at the applicable Interest Rate for such class, and shall be payable on each
Distribution Date, in accordance with the priorities set forth in Section
8.2(d), as specified in the form of Class A-3a Note set forth in Exhibit D. Any
installment of interest payable on any Note shall be punctually paid or duly
provided for by a deposit by or at the direction of the Issuer or the Servicer
into the Note Distribution Account before each Distribution Date for payment to
Noteholders on the related Distribution Date and shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the
applicable 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;
provided, however, that, unless and until Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the applicable
Record Date in the name of the Note Depository (initially, Cede & Co.), payment
shall be made by wire transfer in immediately available funds to the account
designated by the Note Depository.

                                      -7-

<PAGE>

               (b) Prior to the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, the principal of each class of Notes shall be
payable in full on the Final Scheduled Distribution Date for such class and, to
the extent of funds available therefor, in instalments on the Distribution Dates
(if any) preceding the Final Scheduled Distribution Date for such class, in the
amounts and in accordance with the priorities set forth in Section 8.2(d)(ii) or
(iii), as applicable, and, if applicable, Section 8.2(e). All principal payments
on each class of Notes shall be made pro rata to the Noteholders of such class
entitled thereto. Any instalment of principal payable on any Note shall be
punctually paid or duly provided for by a deposit by the Indenture Trustee in
accordance with the provisions of Section 8.2 into the Note Distribution Account
prior to the applicable Distribution Date and shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered on the
applicable 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;
provided, however, that, unless and until Definitive Notes have been issued
pursuant to Section 2.12, with respect to Notes registered on the Record Date in
the name of the Note Depository, payment shall be made by wire transfer in
immediately available funds to the account designated by the Note Depository,
except for: (i) the final instalment of principal on any Note; and (ii) the
Redemption Price for the Notes redeemed pursuant to Section 10.1, which, in each
case, shall be payable as provided herein. The funds represented by any such
checks in respect of interest or principal returned undelivered shall be held in
accordance with Section 3.3.

               (c) [Reserved.]

               (d) From and after the occurrence of an Event of Default and a
declaration in accordance with Section 5.2(a) that the Notes have become
immediately due and payable, principal on the Notes shall be payable as provided
in Section 8.2(d)(iv) or (v), as applicable and, if applicable, Section 8.2(e).

               (e) With respect to any Distribution Date on which the final
instalment of principal and interest on a class of Notes is to be paid, the
Indenture Trustee shall notify each Noteholder of such class of record as of the
Record Date for such Distribution Date of the fact that the final instalment of
principal of and interest on such Note is to be paid on such Distribution Date.
Such notice shall be sent (i) on such Record Date by facsimile, if Book-Entry
Notes are outstanding; or (ii) not later than three Business Days after such
Record Date in accordance with Section 11.5(a) if Definitive Notes are
outstanding, and shall specify that such final instalment shall 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 instalment and
the manner in which such payment shall be made. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.
Within sixty days of the surrender pursuant to this Section 2.7(e) or
cancellation pursuant to Section 2.8 of all of the Notes of a particular class,
the Indenture Trustee shall provide each of the Rating Agencies with written
notice stating that all Notes of such class have been surrendered or canceled.

          Section 2.8 Cancellation of Notes. All Notes surrendered for payment,
redemption, exchange or registration of transfer shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly canceled by the Indenture Trustee. The Issuer may at any
time deliver to the Indenture Trustee for cancellation

                                      -8-

<PAGE>

any Notes previously authenticated and delivered hereunder which the Issuer may
have acquired in any manner whatsoever, and all Notes so delivered shall be
promptly canceled by the Indenture Trustee. No Notes shall be authenticated in
lieu of or in exchange for any Notes canceled as provided in this Section 2.8,
except as expressly permitted by this Indenture. All canceled Notes may be held
or disposed of by the Indenture Trustee in accordance with its standard
retention or disposal policy as in effect at the time unless the Issuer shall
direct by an Issuer Order that they be returned to it; provided, however, that
such Issuer Order is timely and the Notes have not been previously disposed of
by the Indenture Trustee. The Indenture Trustee shall certify to the Issuer that
surrendered Notes have been duly canceled and retained or destroyed, as the case
may be.

          Section 2.9 Release of Collateral. The Indenture Trustee shall release
property from the lien of this Indenture, other than as permitted by Sections
3.21, 8.2, 8.4 and 11.1, only upon receipt of an Issuer Request accompanied by
an Officers' Certificate, an Opinion of Counsel (to the extent required by the
TIA) and Independent Certificates in accordance with TIA ss.ss.314(c) and
314(d)(1). The Indenture Trustee shall provide copies of the Issuer Request to
the Swap Counterparty pursuant to Section 4.07 of the Swap Counterparty
Agreement.

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

               (a) the provisions of this Section 2.10 shall be in full force
and effect;

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

               (c) to the extent that the provisions of this Section 2.10
conflict with any other provisions of this Indenture, the provisions of this
Section 2.10 shall control;

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

               (e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the Outstanding Amount of the Controlling Class, the
Clearing Agency shall be deemed to

                                      -9-

<PAGE>

represent such percentage only to the extent that it has (i) received written
instructions to such effect from Note Owners and/or Clearing Agency Participants
owning or representing, respectively, such required percentage of the beneficial
interest in the Notes and (ii) has delivered such instructions to the Indenture
Trustee.

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

          Section 2.12 Definitive Notes.

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

          Section 2.13 Seller as Noteholder. The Seller 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 the Seller.

          Section 2.14 Tax Treatment. The Issuer in entering into this
Indenture, and the Noteholders and the Note Owners, by acquiring any Note or
interest therein, (i) express their intention that the Notes qualify under
applicable tax law as indebtedness secured by the Collateral, and (ii) unless
otherwise required by appropriate taxing authorities, agree to treat the Notes
as indebtedness secured by the Collateral for the purpose of federal income
taxes, state and local income and franchise taxes, and any other taxes imposed
upon, measured by or based upon gross or net income.

                                      -10-

<PAGE>

                                   ARTICLE III
                                    COVENANTS

          Section 3.1 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. On each Distribution Date and on the
Redemption Date (if applicable), the Indenture Trustee shall distribute amounts
on deposit in the Note Distribution Account to the Noteholders in accordance
with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal. Any
amounts so withheld shall be considered as having been paid by the Issuer to
such Noteholder for all purposes of this Indenture.

          Section 3.2 Maintenance of Agency Office. As long as any of the Notes
remains outstanding, the Issuer shall maintain in the Borough of Manhattan, the
City of New York, an office (the "Agency Office"), being an office or agency
where Notes may be surrendered to the Issuer for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. The Issuer hereby initially appoints the
Indenture Trustee to serve as its agent for the foregoing purposes. The Issuer
shall give prompt written notice to the Indenture Trustee of the location, and
of any change in the location, of the Agency Office. 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 3.3 Money for Payments To Be Held in Trust.

               (a) As provided in Section 8.2, 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 8.2(d), (e) or (f) 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 3.3.

               (b) Before each Distribution Date or the Redemption Date (if
applicable), the Indenture Trustee shall deposit in the Note Distribution
Account an aggregate sum sufficient to pay the amounts then becoming due with
respect to the Notes, such sum to be held in trust for the benefit of the
Persons entitled thereto.

               (c) The Issuer shall 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 3.3, that such Paying Agent shall:

                    (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

                                      -11-

<PAGE>

     shall be paid to such Persons or otherwise disposed of as herein provided
     and pay such sums to such Persons as herein provided;

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

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

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

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

               (d) 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.

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

                                      -12-

<PAGE>

monies due and payable but not claimed is determinable from the records of the
Indenture Trustee or of any Paying Agent, at the last address of record for each
such Holder).

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

          Section 3.5 Protection of Collateral; Acknowledgment of Pledge. The
Issuer shall from time to time execute and deliver all such supplements and
amendments hereto and all such financing statements, amendments thereto,
continuation statements, assignments, certificates, instruments of further
assurance and other instruments, and shall take such other action as may be
determined to be necessary or advisable in an Opinion of Counsel to the Owner
Trustee delivered to the Indenture Trustee 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 including by making the necessary filings of financing
     statements or amendments thereto within sixty days after the occurrence of
     any of the following: (A) any change in the name of the Issuer (or its
     successor), (B) any change in the jurisdiction of formation of the Issuer
     (or its successor) and (C) any merger or consolidation or other change in
     the identity or organizational structure of the Issuer and by promptly
     notifying the Indenture Trustee of any such filings;

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

                    (iii) enforce the rights of the Indenture Trustee and the
     Noteholders in any of the Collateral; or

                    (iv) preserve and defend title to the Collateral and the
     rights of the Indenture Trustee and the Noteholders in such Collateral
     against the claims of all Persons and parties, and the Issuer hereby
     authorizes the Indenture Trustee to execute and file any financing
     statement, continuation statement or other instrument required by the
     Indenture Trustee pursuant to this Section 3.5.

          Section 3.6 Opinions as to Collateral.

               (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to perfect and
make effective the lien and security interest of this Indenture and reciting the
details of such action, or stating

                                      -13-

<PAGE>

that, in the opinion of such counsel, no such action is necessary to make such
lien and security interest effective.

               (b) On or before April 15 in each calendar year, beginning April
15, 2003, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until April 15 in
the following calendar year.

          Section 3.7 Performance of Obligations; Servicing of Receivables.

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

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

               (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Collateral, including but not
limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed under the terms of this Indenture,
the Pooling Agreement and the Purchase Agreement in accordance with and within
the time periods provided for herein and therein.

               (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default under the Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee and the Rating Agencies thereof, and shall specify in such
notice the response or action, if any, the Issuer has taken or is taking with
respect of such default. If a Servicer Default shall arise from the failure of
the Servicer to perform any of its duties or obligations under the Servicing

                                      -14-

<PAGE>

Agreement with respect to the Receivables, the Issuer and the Indenture Trustee
shall take all reasonable steps available to them pursuant to the Servicing
Agreement to remedy such failure.

               (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it shall not consent so as
to permit NFRRC, NFC, or Harco Leasing to, without the prior written consent of
the Indenture Trustee or the Holders of at least a majority in Outstanding
Amount of the Controlling Class, as required in accordance with the terms
thereof, amend, modify, waive, supplement, terminate or surrender, or agree to
any amendment, modification, supplement, termination, waiver or surrender of,
the terms of any Collateral or any of the Basic Documents, or waive timely
performance or observance by the Seller under the Pooling Agreement or the
Purchase Agreement, the Servicer under the Servicing Agreement, the
Administrator under the Administration Agreement, NFC under the Purchase
Agreement or Harco Leasing under the Lease Purchase Agreement, except as
specifically permitted under these documents; provided, however, that,
notwithstanding the foregoing, no action specified in the proviso to Section
9.2(a) shall be taken except in compliance with Section 9.2. If any such
amendment, modification, supplement or waiver shall be so consented to by the
Indenture Trustee or such Holders, as applicable, the Issuer agrees, promptly
following a request by the Indenture Trustee to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee may deem necessary or appropriate
in the circumstances.

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

               (a) sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, except the Issuer may (i) collect,
liquidate, sell or otherwise dispose of Receivables (including Warranty
Receivables, Administrative Receivables and Liquidating Receivables), (ii) make
cash payments out of the Designated Accounts and the Certificate Distribution
Account and (iii) take other actions, in each case as contemplated by the Basic
Documents;

               (b) 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 Collateral;

               (c) voluntarily commence any insolvency, readjustment of debt,
marshaling of assets and liabilities or other proceeding, or apply for an order
by a court or agency or supervisory authority for the winding-up or liquidation
of its affairs or any other event specified in Section 5.1(f); or

               (d) either (i) 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,

                                      -15-

<PAGE>

(ii) permit any lien, charge, excise, claim, security interest, mortgage or
other encumbrance (other than the lien of this Indenture) to be created on or
extend to or otherwise arise upon or burden the Collateral or any part thereof
or any interest therein or the proceeds thereof (other than tax liens,
mechanics' liens and other liens that arise by operation of law, in each case on
a Financed Vehicle and arising solely as a result of an action or omission of
the related Obligor), or (iii) permit the lien of this Indenture not to
constitute a valid first priority security interest in the Collateral (other
than with respect to any such tax, mechanics' or other lien).

          Section 3.9 Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee, with a copy to each of the Rating Agencies,
and the Swap Counterparty on or before February 1 of each year, beginning
February 1, 2003, an Officer's Certificate signed by an Authorized Officer,
dated as of the immediately preceding October 31, stating that:

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

               (b) to the best of such Authorized Officer's knowledge, based on
such review, the Issuer has fulfilled in all material respects all of its
obligations under this Indenture throughout such year, or, if there has been a
default in the fulfillment of any such obligation, specifying each such default
known to such Authorized Officer and the nature and status thereof. A copy of
such certificate may be obtained by any Noteholder by a request in writing to
the Issuer addressed to the Corporate Trust Office of the Indenture Trustee.

          Section 3.10 Consolidation, Merger, etc., of the Issuer; Disposition
of Trust Assets.

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

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

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

                    (iii) the Rating Agency Condition shall have been satisfied
     with respect to such transaction and such Person for each then outstanding
     class of Notes;

                    (iv) any action as is necessary to maintain the lien and
     security interest created by this Indenture shall have been completed; and

                                      -16-

<PAGE>

                    (v) the Issuer shall have delivered to the Indenture Trustee
     an Officers' Certificate and an Opinion of Counsel addressed to the Issuer,
     each stating:

                         (A) that such consolidation or merger and such
          supplemental indenture comply with this Section 3.10;

                         (B) that such consolidation or merger and such
          supplemental indenture shall have no material adverse tax consequence
          to the Issuer or any Securityholder; and

                         (C) that all conditions precedent herein provided for
          in this Section 3.10 have been complied with, which shall include any
          filing required by the Exchange Act.

               (b) Except as otherwise expressly permitted by this Indenture or
the other Basic Documents, the Issuer shall not sell, convey, exchange, transfer
or otherwise dispose of any of its properties or assets, including those
included in the Collateral, to any Person, unless:

                    (i) the Person that acquires such properties or assets of
     the Issuer (A) shall be a United States citizen or a Person organized and
     existing under the laws of the United States of America or any State and
     (B) by an indenture supplemental hereto, executed and delivered to the
     Indenture Trustee, in form satisfactory to the Indenture Trustee:

                         (A) expressly assumes 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;

                         (B) expressly agrees that all right, title and interest
          so sold, conveyed, exchanged, transferred or otherwise disposed of
          shall be subject and subordinate to the rights of Noteholders;

                         (C) unless otherwise provided in such supplemental
          indenture, expressly agrees to indemnify, defend and hold harmless the
          Issuer against and from any loss, liability or expense arising under
          or related to this Indenture and the Notes; and

                         (D) expressly agrees that such Person (or if a group of
          Persons, then one specified Person) shall make all filings with the
          Commission (and any other appropriate Person) required by the Exchange
          Act in connection with the Notes;

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

                    (iii) the Rating Agency Condition shall have been satisfied
     with respect to such transaction and such Person for each then outstanding
     class of Notes;

                                      -17-

<PAGE>

                    (iv) any action as 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 Officers' Certificate and an Opinion of Counsel addressed to the Issuer,
     each stating that:

                         (A) such sale, conveyance, exchange, transfer or
          disposition and such supplemental indenture comply with this Section
          3.10;

                         (B) such sale, conveyance, exchange, transfer or
          disposition and such supplemental indenture have no material adverse
          tax consequence to the Issuer or to any Noteholders or
          Certificateholders; and

                         (C) that all conditions precedent herein provided for
          in this Section 3.10 have been complied with, which shall include any
          filing required by the Exchange Act.

          Section 3.11 Successor or Transferee.

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

               (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10(b), the Issuer shall 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 Securityholders
immediately upon the delivery of written notice to the Indenture Trustee from
the Person acquiring such assets and properties stating that the Issuer is to be
so released.

          Section 3.12 No Other Business. The Issuer shall not engage in any
business or activity other than acquiring, holding and managing the Collateral
and the proceeds therefrom in the manner contemplated by the Basic Documents,
issuing the Securities, making payments on the Securities and such other
activities that are necessary, suitable, desirable or convenient to accomplish
the foregoing or are incidental thereto, as set forth in Section 2.3 of the
Trust Agreement. After the end of the Funding Period, the Issuer shall not fund
the purchase of any new Receivables.

          Section 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in
respect of the Notes or in accordance with the Basic Documents.

          Section 3.14 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the other Basic 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

                                      -18-

<PAGE>

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 3.15 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with its obligations under Sections
2.17, 3.01 and 3.02 of the Servicing Agreement.

          Section 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of
the Receivables and other property and rights from the Seller pursuant to the
Pooling Agreement.

          Section 3.17 Removal of Administrator. So long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition for each class of Notes then outstanding shall have
been satisfied in connection with such removal.

          Section 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes, so long as any Notes are Outstanding,
the Issuer shall not, directly or indirectly:

               (a) 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, in each case with respect to any ownership or equity
interest or similar security in or of the Issuer or to the Servicer;

               (b) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or similar security; or

               (c) set aside or otherwise segregate any amounts for any such
purpose;

provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Seller, the Indenture Trustee, the Owner Trustee and the
Certificateholders as permitted by, and to the extent funds are available for
such purpose hereunder or under, the Pooling Agreement, the Servicing Agreement,
the Trust Agreement or the other Basic Documents. The Issuer shall not, directly
or indirectly, make payments to or distributions from the Collection Account
except in accordance with the Basic Documents.

          Section 3.19 Notice of Events of Default. The Issuer agrees to give
the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each Servicer Default under the Servicing Agreement,
each default on the part of the Seller of its obligations under the Pooling
Agreement, each default on the part of NFC of its obligations under the Purchase
Agreement and each default on the part of Harco Leasing under the Lease Purchase
Agreement.

                                      -19-

<PAGE>

          Section 3.20 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall 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 3.21 Indenture Trustee's Assignment of Administrative
Receivables and Warranty Receivables. Upon receipt of the Administrative
Purchase Payment or the Warranty Payment with respect to an Administrative
Receivable or a Warranty Receivable, as the case may be, the Indenture Trustee
shall release to the Servicer or the Warranty Purchaser, as applicable, all of
the Indenture Trustee's right, title and interest in and to such repurchased
Receivable and the Related Security with respect thereto and any documents
relating thereto, and the Servicer or the Warranty Purchaser, as applicable,
shall thereupon own such Receivable and the Related Security with respect
thereto free of any further obligation to the Indenture Trustee or the
Noteholders with respect thereto. If in any enforcement suit or legal proceeding
it is held that the Servicer may not enforce a Receivable on the ground that it
is not a real party in interest or a holder entitled to enforce such Receivable,
the Indenture Trustee shall, at the Servicer's expense, take such steps as the
Servicer deems necessary to enforce the Receivable, including bringing suit in
the Indenture Trustee's name or the names of the Securityholders.

          Section 3.22 Representations and Warranties by the Issuer to the
Indenture Trustee. The Issuer hereby represents and warrants to the Indenture
Trustee as follows:

               (a) Good Title. No Receivable has been sold, transferred,
assigned or pledged by the Issuer to any Person other than the Indenture
Trustee; immediately prior to the grant of a security interest in the Receivable
pursuant to this Indenture, the Issuer had good and marketable title thereto,
free of any Lien (except for Permitted Liens); and, upon execution and delivery
of this Indenture by the Issuer, the Indenture Trustee shall have all of the
right, title and interest of the Issuer in, to and under the Collateral, free of
any Lien (except for any Lien which may exist in accessions to the Financed
Vehicles not financed by NFC); and

               (b) All Filings Made. All filings necessary under the UCC in any
jurisdiction to give the Indenture Trustee a first priority perfected security
interest in the Receivables and, to the extent constituting Code Collateral, the
other Collateral shall have been made. The Receivables constitute Code
Collateral.

               (c) Series 2002-B_ Portfolio Certificate. The Series 2002-B
Portfolio Certificate has been duly registered in the name of the Indenture
Trustee and all other action necessary (including the filing of UCC-1 financing
statements) to protect and perfect the Indenture Trustee's security interest in
the Collateral now in existence and hereafter acquired or created has been duly
and effectively taken.

               (d) Lien of Indenture. This Indenture constitutes a valid and
continuing Lien on the Collateral in favor of the Indenture Trustee on behalf of
the Noteholders, which Lien will be prior to all other Liens (other than
Permitted Liens), will be enforceable as such as against creditors of and
purchasers from the Issuer in accordance with its terms, except as such
enforceability may be limited by applicable bankruptcy, insolvency,
reorganization or other similar laws affecting the enforcement of creditors'
rights in general and by general

                                      -20-

<PAGE>

principles of equity, regardless of whether such enforceability is considered in
a proceeding in equity or at law, and all action necessary to perfect such prior
security interest has been duly taken.

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

          Section 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to: (i)
rights of registration of transfer and exchange; (ii) substitution of mutilated,
destroyed, lost or stolen Notes; (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon; (iv) Sections 3.2, 3.3, 3.4, 3.5,
3.8, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16, 3.17, 3.19 and 3.21; (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Sections 4.2 and 4.4); 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, if:

               (a) either:

                    (i) all Notes theretofore authenticated and delivered (other
     than (A) Notes that have been destroyed, lost or stolen and that have been
     replaced or paid as provided in Section 2.5 and (B) Notes for whose payment
     money has theretofore been deposited in trust or segregated and held in
     trust by the Issuer and thereafter repaid to the Issuer or discharged from
     such trust, as provided in Section 3.3) have been delivered to the
     Indenture Trustee for cancellation; or

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

                         (A) have become due and payable,

                         (B) will be due and payable on their respective Final
          Scheduled Distribution Dates within one year, or

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

and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(2) above,
has irrevocably deposited or caused to be irrevocably deposited with the
Indenture Trustee cash or direct obligations of or obligations guaranteed by the
United States of America (which will mature prior to the date such amounts are
payable), in trust for such purpose, in an amount sufficient to pay and
discharge the entire unpaid principal and accrued interest on such Notes not
theretofore delivered to the Indenture Trustee for cancellation when due on the
Final Scheduled Distribution

                                      -21-

<PAGE>

Date for such Notes or the Redemption Date for such Notes (if such Notes are to
be called for redemption pursuant to Section 10.1(a)), as the case may be;

               (b) the Issuer has paid or caused to be paid all other sums
payable hereunder or under the Interest Rate Swap by the Issuer; and

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

          Section 4.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.1 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, (i) to the Holders of the particular Notes for the payment or
redemption of which such monies have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest and (ii) to
the Swap Counterparty of all sums, if any, due or to become due to the Swap
Counterparty under and in accordance with this Indenture; but such monies need
not be segregated from other funds except to the extent required herein or in
the Servicing Agreement or by applicable law.

          Section 4.3 Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to each class
of Notes, all monies then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to each such class
of Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to
be held and applied according to Section 3.3 and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

          Section 4.4 Duration of Position of Indenture Trustee for Benefit of
Certificateholders. Notwithstanding (i) the earlier payment in full of all
principal and interest due to the Noteholders under the terms of Notes of each
class, (ii) the cancellation of such Notes pursuant to Section 2.8 and (iii) the
discharge of the Indenture Trustee's duties hereunder with respect to such
Notes, the Indenture Trustee shall continue to act in the capacity as Indenture
Trustee hereunder for the benefit of the Certificateholders and the Indenture
Trustee, for the benefit of the Certificateholders, shall comply with its
obligations under Sections 2.02, 7.02 and 7.03 of the Servicing Agreement, as
appropriate, until such time as all distributions in respect of the Certificates
have been paid in full.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

          Section 5.1 Events of Default. For the purposes of this Indenture,
"Event of Default" wherever used herein, means any one of the following events:

               (a) failure to pay any interest on any Note as and when the same
becomes due and payable, and such default shall continue unremedied for a period
of five (5) days; or

                                      -22-

<PAGE>

               (b) except as set forth in Section 5.1(c), failure to pay any
instalment of the principal of any Note as and when the same becomes due and
payable, and such default shall continue unremedied for a period of thirty (30)
days after there shall have been given, by registered or certified mail, to the
Issuer and the Seller (or the Servicer, as applicable) by the Indenture Trustee
or to the Issuer and the Seller (or the Servicer, as applicable) and the
Indenture Trustee by the Holders of at least 25% of the Outstanding Amount of
the Controlling Class, a written notice specifying such default, demanding that
it be remedied and stating that such notice is a "Notice of Default" hereunder;
or

               (c) failure to pay in full the outstanding principal balance of
any class of Notes by the Final Scheduled Distribution Date for such class; or

               (d) default in the observance or performance in any material
respect of any covenant or agreement of the Issuer made in this Indenture (other
than a covenant or agreement, a default in the observance or performance of
which is specifically dealt with elsewhere in this Section 5.1) which failure
materially and adversely affects the rights of the Noteholders, and such default
shall continue or not be cured for a period of thirty (30) days after there
shall have been given, by registered or certified mail, to the Issuer and the
Seller (or the Servicer, as applicable) by the Indenture Trustee or to the
Issuer and the Seller (or the Servicer, as applicable) and the Indenture Trustee
by the Holders of at least 25% of the Outstanding Amount of the Controlling
Class, a written notice specifying such default, demanding that it be remedied
and stating that such notice is a "Notice of Default" hereunder; or

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

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

The Issuer shall deliver to the Indenture Trustee, within five (5) Business Days
after learning of the occurrence thereof, written notice in the form of an
Officer's Certificate of any Default under Section 5.1(d), its status and what
action the Issuer is taking or proposes to take with respect thereto.

          Section 5.2 Acceleration of Maturity; Rescission and Annulment.

                                      -23-

<PAGE>

               (a) If an Event of Default should occur and be continuing, then
and in every such case, unless the principal amount of the Notes shall have
already become due and payable, either the Indenture Trustee or the Holders of
Notes representing not less than a majority of the Outstanding Amount of the
Controlling Class may declare all the Notes to be immediately due and payable,
by a notice in writing to the Issuer (and to the Indenture Trustee if given by
the Noteholders) setting forth the Event or Events of Default, and upon any such
declaration the unpaid principal amount of the Notes together with accrued and
unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

               (b) At any time after such declaration of acceleration of
maturity of the Notes has been made and before a judgment or decree for payment
of the money due thereunder has been obtained by the Indenture Trustee as
hereinafter provided in this Article V, the Holders of Notes representing not
less than a majority of the Outstanding Amount of the Controlling Class, by
written notice to the Issuer and the Indenture Trustee, may rescind and annul
such declaration and its consequences with respect to the Notes; provided, that
no such rescission and annulment shall extend to or affect any subsequent or
other Default or impair any right consequent thereto; and provided further, that
if the Indenture Trustee shall have proceeded to enforce any right under this
Indenture and such proceedings shall have been discontinued or abandoned because
of such rescission and annulment or for any other reason, or such proceedings
shall have been determined adversely to the Indenture Trustee, then and in every
such case, the Indenture Trustee, the Issuer and the Noteholders, as the case
may be, shall be restored to their respective former positions and rights
hereunder, and all rights, remedies and powers of the Indenture Trustee, the
Issuer and the Noteholders, as the case may be, shall continue as though no such
proceedings had been commenced.

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

               (a) The Issuer covenants that if there shall occur an Event of
Default under Sections 5.1(a), (b) or (c), the Issuer shall, upon demand of the
Indenture Trustee, pay to the Indenture Trustee, for the benefit of the
Noteholders in accordance with their respective outstanding principal amounts,
the entire amount then due and payable on the Notes for principal and interest,
with interest through the date of such payment on the overdue principal amount
of each class of Notes, at the rate applicable to such class of Notes, and in
addition thereto such further amount as shall be sufficient to cover the costs
and expenses of collection, including the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee and its agents and counsel.

               (b) If the Issuer shall fail forthwith to pay such amounts upon
such demand, the Indenture Trustee, in its own name and as trustee of an express
trust, may institute a Proceeding for the collection of the sums so due and
unpaid, and may prosecute such Proceeding to judgment or final decree, and may
enforce the same against the Issuer or other obligor upon such Notes and collect
in the manner provided by law out of the property of the Issuer or other obligor
upon the Notes, wherever situated, the monies adjudged or decreed to be payable.

               (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, as more particularly provided in Section 5.4, in its
discretion, proceed to protect

                                      -24-

<PAGE>

and enforce its rights and the rights of the Noteholders, by such appropriate
Proceedings as the Indenture Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by applicable law.

               (d) If there shall be pending, relative to the Issuer or any
other obligor upon the Notes or any Person having or claiming an ownership
interest in the Collateral, Proceedings under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or if 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 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

                    (i) to file and prove a claim or claims for the entire
     amount of the unpaid principal and interest owing 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
     trustee, and their respective agents, attorneys and counsel, and for
     reimbursement of all expenses and liabilities incurred, and all advances
     made, by the Indenture Trustee and each predecessor 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 monies or other property
     payable or deliverable on any such claims and to distribute all amounts
     received with respect to the claims of the Noteholders and of the Indenture
     Trustee on their behalf; and

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, if 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 trustee and their respective agents,

                                      -25-

<PAGE>

attorneys and counsel, and all other expenses and liabilities incurred, and all
advances made, by the Indenture Trustee and each predecessor 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 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 trustee and their respective agents and attorneys, shall be applied
in accordance with Section 5.4(b).

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

          Section 5.4 Remedies; Priorities.

               (a) If an Event of Default shall have occurred and be continuing
and the Notes have been accelerated under Section 5.2(a), the Indenture Trustee
may do one or more of the following (subject to Section 5.5):

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

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

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

                    (iv) sell the Collateral or any portion thereof or rights or
     interest therein, at one or more public or private sales called and
     conducted in any manner permitted by law or elect to have the Issuer
     maintain possession of the Collateral, including the Receivables included
     therein and continue to apply collections on such Receivables as if there
     had been no declaration of acceleration; provided, however, that

                                      -26-

<PAGE>

     the Indenture Trustee may not sell or otherwise liquidate the Collateral
     following an Event of Default and acceleration of the Notes, unless (A) the
     Holders of all of the aggregate Outstanding Amount of the Notes consent
     thereto, (B) the proceeds of such sale or liquidation distributable to the
     Noteholders are sufficient to discharge in full the principal of and the
     accrued interest on the Notes, in each case as of the date of such sale or
     liquidation or (C) (i) there has been an Event of Default under Section
     5.1(a), (b) or (c) or otherwise arising from a failure to make a required
     payment of principal on any Notes, (ii) the Indenture Trustee determines
     that the Collateral will not continue to provide sufficient funds for the
     payment of principal of and interest on the Notes as and when they would
     have become due if the Notes had not been declared due and payable and
     (iii) the Indenture Trustee obtains the consent of Holders of a majority of
     the aggregate Outstanding Amount of the Controlling Class. 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
     Collateral for such purpose.

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

     FIRST: to the Indenture Trustee for amounts due under Section 6.7; and

     SECOND: to the Collection Account, for distribution pursuant to Section
     4.02 of the Pooling Agreement and Section 8.2(c) of this Indenture.

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

          Section 5.6 Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

                    (ii) the Holders of not less than 25% of the Outstanding
     Amount of the Controlling Class have made written request to the Indenture
     Trustee to institute such

                                      -27-

<PAGE>

     Proceeding in respect of such Event of Default in its own name as Indenture
     Trustee hereunder;

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

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

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

it being understood and intended that no Holder or Holders of Notes shall have
any right in any manner whatsoever 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 of Notes or to enforce any right under this Indenture,
except in the manner herein provided and for the equal, ratable (on the basis of
the respective aggregate amount of principal and interest, respectively, due and
unpaid on the Notes held by each Noteholder) and common benefit of all
Noteholders. For the protection and enforcement of the provisions of this
Section 5.6, each and every Noteholder shall be entitled to such relief as can
be given either at law or in equity.

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

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

          Section 5.8 Restoration of Rights and Remedies. If the Indenture
Trustee 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 to their respective 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.

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<PAGE>

          Section 5.9 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

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

          Section 5.11 Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Controlling Class shall, subject to provision being
made for indemnification against costs, expenses and liabilities in a form
satisfactory to the Indenture Trustee, 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, however, 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 5.4, any
     direction to the Indenture Trustee to sell or liquidate the Collateral
     shall be by the Holders of Notes representing 100% of the Outstanding
     Amount of the Notes;

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

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

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might cause it to incur any liability (a)
with respect to which the Indenture Trustee shall have reasonable grounds to
believe that adequate indemnity against such liability in not assured to it and
(b) which might materially adversely affect the rights of any Noteholders not
consenting to such action.

          Section 5.12 Waiver of Past Defaults.

               (a) Prior to the declaration of the acceleration of the maturity
of the Notes as provided in Section 5.2(a), the Holders of not less than a
majority of the Outstanding

                                      -29-

<PAGE>

Amount of the Controlling Class may waive any past Default and its consequences
except a Default (i) in the payment of principal of or interest on any of the
Notes or (ii) 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 respective former positions and rights hereunder; but no
such waiver shall extend to or affect any subsequent or other Default or impair
any right consequent thereto.

               (b) Upon any such waiver, such Default shall cease to exist and
be deemed to have been cured and not to have occurred, and any Event of Default
arising therefrom shall be deemed to have been cured and not to have occurred,
for every purpose of this Indenture; but no such waiver shall extend to or
affect any subsequent or other 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
Proceeding for the enforcement of any right or remedy under this Indenture, or
in any Proceeding against the Indenture Trustee for any action taken, suffered
or omitted by it as Trustee, the filing by any party litigant in such Proceeding
of an undertaking to pay the costs of such Proceeding, and that such court may
in its discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such Proceeding, 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 Proceeding instituted by the Indenture Trustee;

               (b) any Proceeding instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Controlling Class; or

               (c) any Proceeding instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

          Section 5.14 Waiver of Stay or Extension Laws. The Issuer, covenants
(to the extent that it may lawfully do so) that it shall 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 adversely affect the covenants or the performance
of this Indenture. 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
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

          Section 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this

                                      -30-

<PAGE>

Indenture nor any rights or remedies of the Indenture Trustee or the Noteholders
shall be impaired by the recovery of any judgment by the Indenture Trustee
against the Issuer or by the levy of any execution under such judgment upon any
portion of the Collateral or upon any of the assets of the Issuer. Any money or
property collected by the Indenture Trustee shall be applied in accordance with
Section 5.4(b).

          Section 5.16 Performance and Enforcement of Certain Obligations.

               (a) Promptly following a request from the Indenture Trustee to do
so and at the Administrator's expense, the Issuer agrees to take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Seller of its obligations to the Issuer under or in
connection with the Pooling Agreement and the Purchase Agreement, by the
Servicer of its obligations to the Issuer under or in connection with the
Servicing Agreement, by NFC of its obligations under or in connection with the
Lease Purchase Agreement and the Purchase Agreement, by Harco Leasing of its
obligation under or in connection with the Lease Purchase Agreement or any other
party to a Titling Trust Document of its obligations under or in connection with
such Titling Trust Document in accordance with the terms thereof, or by any
obligor under the Interest Rate Swap of its obligations under or in accordance
with the Interest Rate Swap in accordance with the terms thereof, and to
exercise any and all rights, remedies, powers and privileges lawfully available
to the Issuer under or in connection with the Pooling Agreement, the Servicing
Agreement, the Purchase Agreement, the Lease Purchase Agreement, the Titling
Trust Documents and the Interest Rate Swap to the extent and in the manner
directed by the Indenture Trustee, including the transmission of notices of
default on the part of the Seller, the Servicer, NFC, Harco Leasing, any other
party to a Titling Trust Document or any obligor under the Interest Rate Swap
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Seller, the Servicer, NFC, Harco Leasing,
any other Party to a Titling Trust Document or any obligor under the Interest
Rate Swap of each of their respective obligations under the Pooling Agreement,
the Servicing Agreement, the Purchase Agreement, the Lease Purchase Agreement,
the Titling Trust Documents and the Interest Rate Swap.

               (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Holders of 66-2/3% of the Outstanding Amount of the Controlling Class shall,
exercise all rights, remedies, powers, privileges and claims of the Issuer
against the Seller under or in connection with the Pooling Agreement and the
Purchase Agreement, the Servicer under or in connection with the Servicing
Agreement, NFC under or in connection with the Lease Purchase Agreement and the
Purchase Agreement, Harco Leasing under or in connection with the Lease Purchase
Agreement or any party to a Titling Trust Document or any obligor under the
Interest Rate Swap under or in connection with such Titling Trust Document,
including the right or power to take any action to compel or secure performance
or observance by the Seller, the Servicer, NFC, Harco Leasing or such party of
each of their obligations to the Issuer thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Pooling
Agreement, the Servicing Agreement, the Purchase Agreement, the Lease Purchase
Agreement, the Titling Trust Documents and the Interest Rate Swap, and any right
of the Issuer to take such action shall be suspended.

                                      -31-

<PAGE>

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          Section 6.1 Duties of Indenture Trustee.

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

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

                    (i) the Indenture Trustee undertakes to perform such duties
     and only such duties as are specifically set forth in this Indenture, the
     Pooling Agreement and the Servicing Agreement and no implied covenants or
     obligations shall be read into this Indenture, the Pooling Agreement, the
     Servicing Agreement or any other Basic Document 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; provided, however, that the Indenture
     Trustee shall examine the certificates and opinions to determine whether or
     not they conform to any applicable 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 wilful
misconduct, except that:

                    (i) this Section 6.1(c) does not limit the effect of Section
     6.1(b);

                    (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) 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.

               (e) 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 Servicing Agreement.

               (f) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur financial liability
in the performance of any of its duties hereunder or in the exercise of any of
its rights or powers, if it shall have reasonable

                                      -32-

<PAGE>

grounds to believe that repayments of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it.

               (g) The Indenture Trustee shall reimburse the Seller and any
director, officer, employee or agent of the Seller for any contractual damages,
liability or expense incurred by reason of the Indenture Trustee's willful
misfeasance, bad faith or gross negligence (except errors in judgment) in the
performance of its duties under any of the Further Transfer and Servicing
Agreements, or by reason of reckless disregard of its obligations and duties
under any of the Further Transfer and Servicing Agreements.

               (h) Every provision of this Indenture relating to the Indenture
Trustee shall be subject to the provisions of this Section 6.1 and to the
provisions of the TIA.

          Section 6.2 Rights of Indenture Trustee.

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

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

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

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

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

          Section 6.3 Indenture Trustee May Own Notes. 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, the Servicer or any of their respective
Affiliates with the same rights it would have if it were not Indenture Trustee;
provided, however, that the Indenture Trustee shall comply with Sections 6.10
and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights.

                                      -33-

<PAGE>

          Section 6.4 Indenture Trustee's Disclaimer. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture or the Notes, it shall not be accountable for the
Issuer's use of the proceeds from the Notes, and it shall not be responsible for
any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Indenture
Trustee's certificate of authentication.

          Section 6.5 Notice of Defaults. If a Default occurs and is continuing
and if it is known to a Responsible Officer of the Indenture Trustee, the
Indenture Trustee shall mail to each Noteholder notice of the Default within 30
days after such Responsible Officer obtained knowledge of such Default. Except
in the case of a 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 6.6 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder the information and documents set forth
in Article VII, and, in addition, all such information with respect to the Notes
as may be required, as specified by the Servicer, to enable such Holder to
prepare its federal and state income tax returns.

          Section 6.7 Compensation; Indemnity.

               (a) The Issuer shall cause the Servicer pursuant to the Servicing
Agreement to pay to the Indenture Trustee from time to time such compensation
for its services as shall be agreed upon in writing. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of an
express trust. The Issuer shall cause the Servicer pursuant to the Servicing
Agreement 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 cause the Servicer
pursuant to the Servicing Agreement to indemnify the Indenture Trustee in
accordance with Section 6.05 of the Servicing Agreement.

               (b) The Issuer's obligations to the Indenture Trustee pursuant to
this Section 6.7 shall survive the discharge of this Indenture. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(e) or (f) the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
federal or state bankruptcy, insolvency or similar law.

          Section 6.8 Replacement of Indenture Trustee.

               (a) The Indenture Trustee may at any time give notice of its
intent to resign by so notifying the Issuer; provided, however, that no such
resignation shall become effective and the Indenture Trustee shall not resign
prior to the time set forth in Section 6.8(c). The Holders of a majority in
Outstanding Amount of the Controlling Class may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture

                                      -34-

<PAGE>

Trustee. Such resignation or removal shall become effective in accordance with
Section 6.8(c). The Issuer shall remove the Indenture Trustee if:

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

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

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

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

               (b) If the Indenture Trustee gives notice of its intent to resign
or is removed or if a vacancy exists in the office of the 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 and designate a
successor Indenture Trustee.

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

               (d) If a successor Indenture Trustee does not take office within
60 days after the retiring Indenture Trustee gives notice of its intent to
resign or is removed, the retiring Trustee, the Issuer or the Holders of a
majority of the Outstanding Amount of the Controlling Class may petition any
court of competent jurisdiction for the appointment and designation of a
successor Indenture Trustee.

               (e) 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.

               (f) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section 6.8, the Issuer's obligations under Section 6.7 and the
Servicer's corresponding obligations under the Servicing Agreement shall
continue for the benefit of the retiring Indenture Trustee.

          Section 6.9 Merger or Consolidation of Indenture Trustee.

               (a) Any Person into which the Indenture Trustee may be merged or
with which it may be consolidated, or any Person resulting from any merger or
consolidation to which the Indenture Trustee shall be a party, or any
corporation succeeding to the corporate trust business of the Indenture Trustee,
shall be the successor of the Indenture Trustee under this Indenture; provided,
however, that such Person shall be eligible under the provisions of Section
6.11, without the execution or filing of any instrument or any further act on
the part of any of the

                                      -35-

<PAGE>

parties to this Indenture, anything in this Indenture to the contrary
notwithstanding. Following such merger or consolidation, the successor Indenture
Trustee shall mail a notice of such merger or consolidation to each of the
Rating Agencies.

               (b) If at the time such successor or successors by merger 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. In all such cases such certificate of
authentication shall have the same full force as is provided anywhere in the
Notes or herein with respect to the certificate of authentication of the
Indenture Trustee.

          Section 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
Trustee.

               (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Collateral or any Financed Vehicle 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
Collateral, and to vest in such Person or Persons, in such capacity and for the
benefit of the Noteholders and (only to the extent expressly provided herein)
the Certificateholders, such title to the 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 trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8.

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

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

                                      -36-

<PAGE>

                    (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 Indenture Trustee, to the extent permitted by law, without the
appointment of a new or successor trustee.

          Section 6.11 Eligibility; Disqualification.

               (a) The Indenture Trustee shall at all times satisfy the
requirements of TIA ss. 310(a). The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and (unless waived by Moody's) it shall
have a long term unsecured debt rating of Baa3 or better by Moody's. The
Indenture Trustee shall comply with TIA ss. 310(b); provided, however, that
there shall be excluded from the operation of TIA ss. 310(b)(1) any indenture or
indentures under which other securities of the Issuer are outstanding if the
requirements for such exclusion set forth in TIA ss. 310(b)(1) are met.

               (b) If a Default occurs and is continuing, and the Indenture
Trustee is deemed to have a conflicting interest as a result of acting as
trustee for both the Class A Notes and the Class B Notes, the Issuer shall
appoint a successor Indenture Trustee for one or both of such classes, so that
there will be separate Indenture Trustees for the Class A Notes and the Class B
Notes. No such event shall alter the voting rights of the Class A Noteholders or
Class B Noteholders under this Indenture or any other Basic Document. However,
so long as any amounts remain unpaid with respect to the Class A Notes, only the
Indenture Trustee for the Class A Noteholders will have the right to exercise
remedies under this Indenture (but subject to the express provisions of Section
5.4 and to the right of the Class B Noteholders to receive their share of any
proceeds of enforcement, subject to the subordination of the Class B Notes to
the Class A Notes as described herein) to make deposits to and withdrawals from
the Designated

                                      -37-

<PAGE>

Accounts, hold Designated Account Property and to make distributions to
Noteholders from the Note Distribution Account. Upon repayment of the Class A
Notes in full, all rights to exercise remedies under the Indenture will transfer
to the Indenture Trustee for the Class B Notes.

               (c) In the case of the appointment hereunder of a successor
Indenture Trustee with respect to any class of Notes, the Issuer, the retiring
Indenture Trustee and the successor Indenture Trustee with respect to such class
of Notes shall execute and deliver an indenture supplemental hereto wherein the
successor Indenture Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, the successor Indenture Trustee all the rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to the
Notes of the class to which the appointment of such successor Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect to
all classes of Notes, shall contain such provisions as shall be deemed necessary
or desirable to confirm that all the rights, powers, trusts and duties of the
retiring Indenture Trustee with respect to the Notes of each class as to which
the retiring Indenture Trustee is not retiring shall continue to be vested in
the retiring Indenture Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.

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

          Section 6.13 Representations and Warranties of Indenture Trustee. The
Indenture Trustee represents and warrants as of the Closing Date that:

               (a) the Indenture Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of the State of
New York and the eligibility requirements set forth in Section 6.11 are
satisfied with respect to the Indenture Trustee;

               (b) the Indenture Trustee has full power, authority and legal
right to execute, deliver and perform this Indenture, and has taken all
necessary action to authorize the execution, delivery and performance by it of
this Indenture;

               (c) the execution, delivery and performance by the Indenture
Trustee of this Indenture (i) shall not violate any provision of any law or
regulation governing the banking and trust powers of the Indenture Trustee 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) shall
not violate any provision of the corporate charter or by-laws of the Indenture

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<PAGE>

Trustee or (iii) shall not 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 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 have a materially adverse effect on the Indenture
Trustee's performance or ability to perform its duties under this Indenture or
on the transactions contemplated in this Indenture;

               (d) the execution, delivery and performance by the Indenture
Trustee of this Indenture 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;
and

               (e) this Indenture has been duly executed and delivered by the
Indenture Trustee and constitutes the legal, valid and binding agreement of the
Indenture Trustee, enforceable in accordance with its terms.

          Section 6.14 Indenture Trustee May Enforce Claims Without Possession
of Notes. All rights of action and claims under this Indenture or the Notes may
be prosecuted and enforced by the Indenture Trustee without the possession of
any of the Notes or the production thereof in any proceeding relating thereto,
and any such proceeding instituted by the Indenture Trustee shall be brought in
its own name as Indenture Trustee. Any recovery of judgment shall, after
provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be
for the ratable benefit of the Noteholders and (only to the extent expressly
provided herein) the Certificateholders in respect of which such judgment has
been obtained.

          Section 6.15 Suit for Enforcement. If an Event of Default shall occur
and be continuing, the Indenture Trustee in its discretion may, subject to the
provisions of Section 6.1, proceed to protect and enforce its rights and the
rights of the Noteholders under this Indenture by a Proceeding whether for the
specific performance of any covenant or agreement contained in this Indenture or
in aid of the execution of any power granted in this Indenture or for the
enforcement of any other legal, equitable or other remedy as the Indenture
Trustee, being advised by counsel, shall deem most effectual to protect and
enforce any of the rights of the Indenture Trustee or the Noteholders.

          Section 6.16 Rights of Noteholders to Direct Indenture Trustee.
Holders of Notes evidencing not less than a majority of the Outstanding Amount
of the Controlling Class shall have the right to direct in writing the time,
method and place of conducting any Proceeding for any remedy available to the
Indenture Trustee or exercising any trust or power conferred on the Indenture
Trustee; provided, however, that subject to Section 6.1, the Indenture Trustee
shall have the right to decline to follow any such direction if the Indenture
Trustee being advised by counsel determines that the action so directed may not
lawfully be taken, or if the Indenture Trustee in good faith shall, by a
Responsible Officer, determine that the proceedings so directed would be illegal
or subject it to personal liability or be unduly prejudicial to the rights of
Noteholders not parties to such direction; and provided, further, that nothing
in this Indenture

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<PAGE>

shall impair the right of the Indenture Trustee to take any action deemed proper
by the Indenture Trustee and which is not inconsistent with such direction by
the Noteholders.

                                  ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

          Section 7.1 Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer shall furnish or cause to be furnished by the Servicer
to the Indenture Trustee (a) not more than five days before each Distribution
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 the close of business on
the Record Date, and (b) at such other times as the Indenture Trustee may
request in writing, within 14 days after receipt by the Issuer of any such
request, a list of similar form and content as of a date not more than 10 days
prior to the time such list is furnished; provided, however, that so long as the
Indenture Trustee is the Note Registrar, no such list shall be required to be
furnished.

          Section 7.2 Preservation of Information, Communications to
Noteholders.

               (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.1 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.1 upon receipt of
a new list so furnished.

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

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

          Section 7.3 Reports by Issuer.

               (a) The Issuer shall:

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

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

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<PAGE>

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

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

          Section 7.4 Reports by Indenture Trustee. If required by TIA (S)
313(a), within 60 days after each February 1, beginning with February 1, 2003,
with respect to the 12-month period immediately preceding such February 1 or, in
the case of the first such reporting period, the period from the Closing Date
through January 31, 2003, the Indenture Trustee shall mail to each Noteholder as
required by TIA (S) 313(c) a brief report dated as of such date that complies
with TIA (S) 313(a). The Indenture Trustee also shall comply with TIA (S)
313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall, at
the time of its mailing to Noteholders, be filed by the Indenture Trustee with
the Commission and each stock exchange, if any, on which the Notes are listed.
The Issuer shall notify the Indenture Trustee if and when the Notes are listed
on any stock exchange.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

          Section 8.1 Collection of Money. Except as otherwise expressly
provided herein or in the other Basic Documents, 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 and the Servicing Agreement. Except
as otherwise expressly provided in this Indenture or in Article II of the
Servicing Agreement, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Collateral,
the Indenture Trustee may 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 an
Event of Default under this Indenture and any right to proceed thereafter as
provided in Article V.

          Section 8.2 Designated Accounts; Payments.

               (a) On or before each Determination Date, with respect to the
preceding Monthly Period and the related Distribution Date, the Servicer shall
calculate the Total Available Amount, Collected Amount, the Total Servicing Fee,
the Aggregate Class A Noteholders' Interest Distributable Amount, the Class B
Noteholders' Interest Distributable Amount, the Principal Payment Amount, the
Noteholders' Principal Distributable Amount, the net amount, if any, payable by
or to the Trust under the Interest Rate Swap of termination payments and of
other payments other than termination payments and all other amounts required to
determine the amounts to be deposited in or paid from each of the Collection
Account, the Pre-Funding Account, the Negative Carry Account, the Note
Distribution Account, the

                                      -41-

<PAGE>

Certificate Distribution Account and the Reserve Account on the next succeeding
Distribution Date (or, in the case of payments due under the Interest Rate Swap,
if any, on the Business Day preceding the Distribution Date) and supply such
information to the Issuer and the Indenture Trustee.

               (b) On or before each Transfer Date, the Indenture Trustee shall
cause to be made the following withdrawals, deposits, transfers and
distributions in the amounts set forth in the Servicer's Certificate delivered
to the Indenture Trustee pursuant to Section 2.17 of the Servicing Agreement:

                    (i) from the Collection Account to the Servicer, in
     immediately available funds, reimbursement of Outstanding Monthly Advances
     pursuant to Section 2.14 of the Servicing Agreement, payments of
     Liquidation Expenses with respect to Receivables which became Liquidating
     Receivables during the related Monthly Period pursuant to Section 2.04 of
     the Servicing Agreement and any unpaid Liquidation Expenses from prior
     periods;

                    (ii) from the Pre-Funding Account to the Collection Account,
     the Investment Earnings on the Pre-Funding Account for the related Monthly
     Period;

                    (iii) from the Negative Carry Account to the Collection
     Account, the Negative Carry Amount for such Distribution Date; and

                    (iv) from the Reserve Account to the Collection Account, the
     lesser of (A) the amount of cash or other immediately available funds
     therein on the day preceding such Distribution Date and (B) the amount, if
     any, by which (I) the sum of the Total Servicing Fee, the net amount, if
     any, payable by the Issuer under the Interest Rate Swap (exclusive of
     payments due as a result of the occurrence of an Early Termination Date
     under the Interest Rate Swap), the Aggregate Class A Noteholders' Interest
     Distributable Amount, the Class B Noteholders' Interest Distributable
     Amount and the Noteholders' Principal Distributable Amount exceeds (II) the
     sum of the Collected Amount for such Distribution Date plus the amounts
     deposited to the Collection Account on such date pursuant to Sections
     8.2(b)(ii) and 8.2(b)(iii).

               (c) Before 12:00 noon, New York City time, on each Transfer Date,
the Indenture Trustee (based on the information contained in the Servicer's
Certificate delivered to the Indenture Trustee pursuant to Section 2.17 of the
Servicing Agreement) shall make the following distributions from the Collection
Account (after the withdrawals, deposits and transfers specified in Section
8.2(b) have been made) in the following order of priority:

                    (i) first, to the Servicer, to the extent of the Total
     Available Amount, the Total Servicing Fee;

                    (ii) second, to the Swap Counterparty, to the extent of the
     Total Available Amount (as such amount has been reduced by the
     distributions described in clause (c)(i) above), the net amount, if any,
     payable by the Issuer under the Interest Rate Swap (exclusive of payments
     due as a result of the occurrence of Early Termination Date under the
     Interest Rate Swap);

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<PAGE>

                    (iii) third, to the Note Distribution Account, to the extent
     of the Total Available Amount (as such amount has been reduced by the
     distributions described in clauses (c)(i) and (ii) above), the Aggregate
     Class A Noteholders' Interest Distributable Amount;

                    (iv) fourth, to the Note Distribution Account, to the extent
     of the Total Available Amount (as such amount has been reduced by the
     distributions described in clauses (c)(i), (ii) and (iii) above), the Class
     B Noteholders' Interest Distributable Amount;

                    (v) fifth, to the Note Distribution Account, to the extent
     of the Total Available Amount (as such amount has been reduced by the
     distributions described in clauses (c)(i) through (iv) above), the
     Noteholders' Principal Distributable Amount;

                    (vi) sixth, to the Reserve Account, to the extent of the
     Total Available Amount (as such amount has been reduced by the
     distributions described in clauses (c)(i) through (v) above), the amount by
     which the Specified Reserve Account Balance for the next succeeding
     Distribution Date exceeds the amount on deposit in the Reserve Account on
     such Transfer Date;

                    (vii) seventh, to the Swap Counterparty, to the extent of
     the Total Available Amount (as such amount has been reduced by the
     distributions described in clauses (c)(i) through (vi) above), the net
     amount, if any, payable by the Issuer under the Interest Rate Swap as a
     result of the occurrence of an Early Termination Date under the Interest
     Rate Swap; and

                    (viii) eighth, to the Certificateholders, any portion of the
     Total Available Amount remaining after the distributions described in
     clauses (c)(i) through (vii) above.

               (d) On each Distribution Date, the Indenture Trustee shall
distribute all amounts on deposit in the Note Distribution Account, other than
amounts deposited in the Note Distribution Account pursuant to Section 8.11(b)
and subject to the Certificateholder's rights under Section 8.6 to Investment
Earnings, to the Noteholders to the extent of amounts due and unpaid on the
Notes for principal and interest, in the following amounts, and in the following
order of priority:

                    (i) (A) first, to accrued and unpaid interest on the Class A
     Notes; provided, however, that if there are not sufficient funds in the
     Note Distribution Account to pay the entire amount of accrued and unpaid
     interest then due on the Class A Notes, the amount in the Note Distribution
     Account shall be applied to the payment of such interest on each Note of
     each class of the Class A Notes pro rata on the basis of the respective
     aggregate amount of interest due on each such class of Class A Notes; and
     (B) second, unless otherwise provided in clause (iv) below, to accrued and
     unpaid interest on the Class B Notes; provided, however, that if there are
     not sufficient funds in the Note Distribution Account (after the payment of
     all accrued and unpaid interest on the Class A Notes) to pay the entire
     amount of accrued and unpaid interest then due on the Class B

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<PAGE>

     Notes, the amount in the Note Distribution Account shall be applied to the
     payment of such interest on each of the Class B Notes pro rata on the basis
     of the aggregate amount of interest due on each such Class B Note;

                    (ii) unless otherwise provided in clause (iii), (iv) or (v)
     below, the Principal Payment Amount shall be applied on each Distribution
     Date, as follows:

                         (A) first, 100% of the Principal Payment Amount shall
               be applied to pay the principal of the Class A-1 Notes until the
               Class A-1 Notes are paid in full;

                         (B) thereafter, 96.0% of the Principal Payment Amount
               (in the case of the Distribution Date on which the Class A-1
               Notes are paid in full, 96.0% of the remaining Principal Payment
               Amount) shall be applied to pay the principal of the other Class
               A Notes (all of which shall be applied to pay the principal of
               the Class A-2 Notes until paid in full, then shall be applied on
               a pro rata basis to pay the principal of the Class A-3a Notes and
               the Class A-3b Notes until paid in full, and then shall be
               applied to pay the principal of the Class A-4 Notes until paid in
               full) and 4.0% of the Principal Payment Amount (in the case of
               the Distribution Date on which the Class A-1 Notes are paid full,
               4.0% of the remaining Principal Payment Amount) shall be applied
               to pay the principal of the Class B Notes until the Class A Notes
               are paid in full; and

                         (C) thereafter, 100% of the Principal Payment Amount
               (in the case of the Distribution Date on which the Class A Notes
               are paid in full, the remaining Principal Payment Amount) to the
               Class B Notes until the Class B Notes are paid in full;

                    (iii) if the amount on deposit in the Reserve Account on any
     Distribution Date would be, after giving effect to the application of the
     Principal Payment Amount in accordance with the foregoing priorities, less
     than 1.0% of the Initial Aggregate Receivables Balance, then on each
     Distribution Date thereafter until either the Class A Notes are paid in
     full or the amount on deposit in the Reserve Account equals or exceeds the
     Specified Reserve Account Balance, 100% of the Principal Payment Amount
     shall be applied on each Distribution Date to pay the principal of the
     Class A Notes (all of which shall be applied to pay the principal of the
     Class A-1 Notes until paid in full, then shall be applied to pay the
     principal of the Class A-2 Notes until paid in full, then shall be applied
     on a pro rata basis to pay the principal of Class A-3a Notes and the Class
     A-3b Notes until paid in full, and then shall be applied to pay the
     principal of the Class A-4 Notes until paid in full). When principal
     payments on the Class B Notes resume in accordance with the preceding
     sentence, the Principal Payment Amount for such Distribution Date shall be
     applied in accordance with Section 8.2(d)(ii) hereof until the Class A
     Notes have been paid in full, and thereafter 100% of the Principal Payment
     Amount for such Distribution Date shall be applied to pay the principal of
     the Class B Notes until the Class B Notes are paid in full;

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<PAGE>

                    (iv) if the Notes have been declared immediately due and
     payable as provided in Section 5.2(a) following the occurrence of an Event
     of Default specified in Section 5.1(a), (b) or (c) until such time as the
     Class A Notes have been paid in full and this Indenture has been discharged
     with respect to the Class A Notes any amounts remaining in the Note
     Distribution Account after the application described in Section
     8.2(d)(i)(A) shall be applied in the following priority: (1) to the
     repayment of principal of each of the Class A-1 Notes pro rata on the basis
     of the respective unpaid principal amount of each such Class A-1 Note; (2)
     to the repayment of principal of each of the Class A-2 Notes, the Class
     A-3a Notes, the Class A-3b Notes and the Class A-4 Notes pro rata on the
     basis of the respective unpaid principal amount of each such Class A Note;
     (3) to the repayment of interest on each of the Class B Notes pro rata on
     the basis of the amount of interest due and unpaid on each such Class B
     Note and (4) to the repayment of principal on each of the Class B Notes pro
     rata on the basis of the respective unpaid principal amount of each such
     Class B Note; and

                    (v) if the Notes have been declared immediately due and
     payable as provided in Section 5.2(a) following the occurrence of an Event
     of Default specified in Section 5.1(d), (e) or (f), 100% of the Principal
     Payment Amount shall be applied on each Distribution Date to the payment of
     principal of the Class A-1 Notes on the basis of the respective unpaid
     principal balance of each such Class A-1 Note, thereafter 100% of the
     Principal Payment Amount shall be applied on each Distribution Date to the
     payment of principal of the Class A-2 Notes, the Class A-3a Notes, the
     Class A-3b Notes and the Class A-4 Notes pro rata on the basis of the
     respective unpaid principal amount of each such Class A Note, and,
     thereafter, 100% of the Principal Payment Amount shall be applied on each
     Distribution Date to the payment of principal of the Class B Notes pro rata
     on the basis of the respective unpaid principal amount of each such Class B
     Note.

               (e) Subject to Sections 8.2(d)(iii), (iv) and (v), on the
Distribution Date on which the Funding Period ends (or, if the Funding Period
does not end on a Distribution Date, on the Distribution Date following the end
of the Funding Period), the Indenture Trustee shall apply any and all amounts
deposited into the Note Distribution Account pursuant to Section 8.11(b) (other
than Noteholders' Prepayment Premium) to the repayment of principal on the Notes
in accordance with the priorities set forth in Section 8.2(d)(ii); provided,
however, that if the Pre-Funded Amount as of the end of the Funding Period is
greater than $100,000, the Indenture Trustee shall apply such amounts to the
repayment of principal of each Class of Notes pro rata on the basis of the
respective initial principal amount of each such Class of Notes, as instructed
by the Servicer in writing.

               (f) On the Distribution Date on which the Funding Period ends
(or, if the Funding Period does not end on a Distribution Date, on the first
Distribution Date following the end of the Funding Period), the Indenture
Trustee shall distribute to the Noteholders the Noteholders' Prepayment Premiums
deposited in the Note Distribution Account, as instructed by Servicer in writing
pursuant to Section 8.11(b); provided, however, if less than the required
Noteholders' Prepayment Premium for all classes of Notes (other than the Class
A-3a Notes) has been deposited into the Note Distribution Account, the amount
distributable to the holders of each class of Notes (other than the Class A-3a
Notes) shall be their ratable share of the amount so deposited into the Note
Distribution Account based upon the amount of Noteholders'

                                      -45-

<PAGE>

Prepayment Premium due with respect to each such class of Notes. In either case,
the Indenture Trustee shall distribute the Noteholders' Prepayment Premium
allocated to each class of Notes (other than the Class A-3a Notes) to the
Noteholders of such class of Notes pro rata on the basis of the unpaid principal
amount of such Noteholder's Notes of such class, as instructed by the Servicer
in writing.

          Section 8.3 General Provisions Regarding Accounts.

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

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

          Section 8.4 Release of Collateral.

               (a) Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee may, and when required by the provisions of
this Indenture shall, execute instruments to release property in the Collateral
from the lien of this Indenture, or convey the Indenture Trustee's interest in
the same, in a manner and under circumstances that are consistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in this Article VIII shall be bound to
ascertain the Indenture Trustee's authority, inquire into the satisfaction of
any conditions precedent or see to the application of any monies.

               (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid, and all amounts owing by the Issuer under the Interest Rate
Swap have been paid, notify the Issuer thereof in writing and upon receipt of an
Issuer Request, release any remaining portion of the Collateral that secured the
Notes from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Note Distribution
Account. The Indenture Trustee shall (i) release any remaining portion of the
Collateral that secured the Certificates from the lien of this Indenture and
(ii) deposit in the Certificate Distribution Account any funds then on deposit
in the Reserve Account or the Collection Account only at such time as

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<PAGE>

(y) there are no Notes Outstanding and (z) all sums due to the Indenture Trustee
pursuant to Section 6.7 have been paid.

          Section 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.4(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require as a condition to such action, an
Opinion of Counsel, in form and substance satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action shall not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.

          Section 8.6 Investment Earnings and Supplemental Servicing Fees. The
Servicer shall be entitled to retain all Supplemental Servicing Fees. Except as
otherwise provided in Section 2.02(b)(i) of the Servicing Agreement, the
Certificateholders (via the Certificate Distribution Account or such other
account as shall be designated in writing by the Certificateholders to the
Servicer) shall be entitled to receive all Investment Earnings (other than
Investment Earnings from amounts on deposit in the Pre-Funding Account), when
and as paid without any obligation to (a) either Trustee, (b) with respect to
the Supplemental Servicing Fees, the Certificateholders or (c) with respect to
the Investment Earnings, the Servicer, in respect thereof. The Servicer will not
have any obligation to deposit any such amount in any account established
hereunder. To the extent that any such amount shall be held in any account
(other than, with respect to amounts to be distributed to the
Certificateholders, the Certificate Distribution Account) held by either
Trustee, or otherwise established hereunder, such amount will be withdrawn
therefrom and paid to the Servicer or deposited in the Certificate Distribution
Account for distribution to the Certificateholders, as applicable, upon
presentation of a certificate signed by a Responsible Officer of such Person
setting forth, in reasonable detail, the amount of such Supplemental Servicing
Fees or such Investment Earnings, respectively.

          Section 8.7 Net Deposits. At any time that (i) NFC shall be the
Servicer and (ii) the Servicer shall be permitted by Section 2.12 of the
Servicing Agreement to remit collections on a basis other than a daily basis,
the Indenture Trustee at the written request of the Servicer may make any
remittances pursuant to this Article VIII net of amounts to be distributed by
the Indenture Trustee to such remitting party. Nonetheless, the Indenture
Trustee shall account for all of the above described remittances and
distributions as if the amounts were deposited and/or transferred separately.

          Section 8.8 Statements to Securityholders.

               (a) On each Distribution Date, the Issuer shall include with each
distribution to each Certificateholder, and the Indenture Trustee shall include
with each distribution to each Noteholder, a statement (which statement shall
also be provided to the Rating Agencies and the Swap Counterparty) based on
(subject to the last sentence of this

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<PAGE>

paragraph (a)) information in the Servicer's Certificate furnished pursuant to
Section 2.17 of the Servicing Agreement. Each such statement shall set forth the
following information as to the Notes with respect to such Distribution Date or
the preceding Monthly Period, as applicable:

                    (i) the amount of the distribution allocable to interest on
     or with respect to each class of Notes;

                    (ii) the Aggregate Receivables Balance as of the close of
     business on the last day of such Monthly Period;

                    (iii) the amount of Outstanding Monthly Advances with
     respect to all Receivables on such Distribution Date;

                    (iv) the amount of the Total Servicing Fee paid or payable
     to the Servicer with respect to the related Monthly Period;

                    (v) the amount of Aggregate Losses for the related Monthly
     Period;

                    (vi) the Delinquency Percentage for the related Monthly
     Period;

                    (vii) the sum of all Administrative Purchase Payments and
     all Warranty Payments made for the related Monthly Period;

                    (viii) the amount of the distribution allocable to principal
     of each class of Notes;

                    (ix) the Note Principal Balance and the Note Pool Factor for
     each class of Notes, each after giving effect to all payments reported
     under (viii) above on such date;

                    (x) the amounts, if any, paid to the Servicer or distributed
     to Noteholders from amounts on deposit in the Reserve Account plus amounts
     in respect thereof to be distributed to each class of Noteholders as a
     prepayment of principal (expressed as a dollar amount per $1,000 of the
     face amount of the Notes);

                    (xi) the amount of the Class A Noteholders' Interest
     Carryover Shortfall, the Noteholders' Principal Carryover Shortfall and the
     Class B Noteholders' Interest Carryover Shortfall if any, and the change in
     such amounts from the preceding Distribution Date;

                    (xii) the balance (if any) of the Reserve Account, the
     Specified Reserve Account Balance, and the Specified Yield Supplement
     Amount on such date, after giving effect to distributions, withdrawals,
     transfers and deposits made on such date, and the change in such balance
     from that of the prior Distribution Date;

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<PAGE>

                    (xiii) the Negative Carry Amount and the balance, if any, of
     the Negative Carry Account on such date, after giving effect to the
     withdrawals made on such date;

                    (xiv) for Distribution Dates during the Funding Period, the
     Starting Receivables Balance of all Subsequent Receivables transferred to
     the Issuer since the preceding Distribution Date, the remaining Pre-Funded
     Amount and the Investment Earnings on amounts on deposit in the Pre-Funding
     Account (if any) for the related Monthly Period;

                    (xv) for the first Distribution Date occurring on or after
     the last day of the Funding Period, the amount of any remaining Pre-Funded
     Amount that has not been used to fund the purchase of Subsequent
     Receivables;

                    (xvi) One-Month LIBOR and the Interest Rate on the Class
     A-3a Floating Rate Notes for the next Distribution Date; and

                    (xvii) The net amount, if any, payable by the Issuer under
     the Interest Rate Swap (other than payments due as a result of the
     occurrence of an Early Termination Date under the Interest Rate Swap) and
     the amount payable by the Issuer under the Interest Rate Swap as a result
     of the occurrence of an Early Termination Date thereunder.

Each amount set forth pursuant to clauses (i), (iv), (viii), (x) and (xi) above
shall be expressed as a dollar amount per $1,000 of initial Note Principal
Balance. In lieu of preparing and delivering a separate statement to
Securityholders pursuant to this Section, a Trustee may deliver a copy of the
Servicer's Certificate furnished pursuant to Section 2.17 of the Servicing
Agreement.

               (b) Within the prescribed period of time for tax reporting
purposes after the end of each calendar year during the term of this Agreement,
the Servicer shall prepare and execute and the Indenture Trustee and the Owner
Trustee shall mail to the Swap Counterparty and each Person who at any time
during such calendar year shall have been a holder of Notes or Certificates,
respectively, and received any payments thereon, a statement prepared and
supplied by the Servicer containing the amounts set forth in each of clauses
(i), (iv), (viii), (x) and (xi) in paragraph (a) above, for such calendar year
or, if such Person shall have been a Securityholder during a portion of such
calendar year and received any payments thereon, for the applicable portion of
such year, for the purposes of such Securityholder's preparation of federal
income tax returns.

          Section 8.9 Designated Accounts. On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and maintain, in the name of the
Indenture Trustee, for the benefit of the Securityholders, the Designated
Accounts as provided in Section 2.02 of the Servicing Agreement.

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<PAGE>

          Section 8.10 Reserve Account.

               (a) On the Closing Date, the Seller shall deposit the Reserve
Account Initial Deposit into the Reserve Account. The Reserve Account shall be
the property of the Issuer, subject to the rights of the Indenture Trustee in
the Reserve Account Property.

               (b) If the amount on deposit in the Reserve Account on any
Distribution Date (after giving effect to all deposits therein or withdrawals
therefrom on such Distribution Date) exceeds the Specified Reserve Account
Balance for such Distribution Date, the Indenture Trustee shall, upon receipt of
instruction from the Servicer, deposit into the Certificate Distribution Account
an amount equal to any such excess for distribution to the Certificateholders or
upon the order of the Certificateholders in an account designated in writing by
the Certificateholders to the Servicer.

               (c) If the Servicer, pursuant to Section 2.14 of the Servicing
Agreement, determines on any Determination Date that it is required to make a
Monthly Advance and does not do so from its own funds, the Indenture Trustee
shall, upon receipt of instructions from the Servicer, withdraw funds from the
Reserve Account and deposit them in the Collection Account to cover any
shortfall. Such payment shall be deemed to have been made by the Servicer
pursuant to Section 2.14 of the Servicing Agreement for purposes of making
distributions pursuant to this Agreement, but shall not otherwise satisfy the
Servicer's obligation to deliver the amount of the Monthly Advances to the
Collection Account, and the Servicer shall within two Business Days replace any
funds in the Reserve Account so used. The Servicer shall not be entitled to
reimbursement for any such deemed Monthly Advances unless and until the Servicer
shall have replaced such funds in the Reserve Account.

          Section 8.11 Pre-Funding Account.

               (a) On the Closing Date, the Seller shall deposit into the
Pre-Funding Account $373,177,867.43 the Pre-Funding Account Initial Deposit
Amount from the net proceeds of the sale of the Notes. On each Subsequent
Transfer Date, the Indenture Trustee shall, upon receipt of instructions from
the Servicer, withdraw from the Pre-Funding Account an amount equal to (i) the
aggregate Starting Receivables Balance of the Subsequent Receivables transferred
to the Issuer on such Subsequent Transfer Date less the Reserve Account
Subsequent Transfer Deposit with respect to such Subsequent Transfer Date and
distribute such amount to or upon the order of the Seller upon satisfaction of
the conditions set forth in Section 2.02(b) of the Pooling Agreement with
respect to such transfer, and (ii) the Reserve Account Subsequent Transfer
Deposit with respect to such Subsequent Transfer Date and, on behalf of the
Seller, deposit such amount in the Reserve Account.

               (b) If the Pre-Funded Amount has not been reduced to zero on or
prior to the Distribution Date on which the Funding Period ends (or, if the
Funding Period does not end on a Distribution Date, on the first Distribution
Date following the end of the Funding Period), the Indenture Trustee shall, upon
receipt of instructions from the Servicer, transfer from the Pre-Funding Account
on such Distribution Date any amount then remaining in the Pre-Funding Account
to the Note Distribution Account and, if such amount is greater than $100,000
the Issuer will deposit into the Note Distribution Account an amount equal to
the aggregate of

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<PAGE>

Noteholders' Prepayment Premiums for all classes of Notes; provided, however,
that the Issuer's obligation to pay the Noteholders' Prepayment Premiums shall
be limited to funds which are received by the Issuer from the Seller pursuant to
Section 2.02(c) of the Pooling Agreement as liquidated damages for the failure
to deliver the Subsequent Receivables, and no other assets of the Issuer will be
available for making such payments. If the amount of funds available for payment
of the Noteholders' Prepayment Premiums is less than the sum of the Noteholders'
Prepayment Premium for each class of Notes, then the available funds will be
allocated among each class of Notes in accordance with the Pre-Funded Percentage
for such class of Notes.

          Section 8.12 Negative Carry Account.

               (a) On the Closing Date, the Seller shall deposit in to the
Negative Carry Account the Negative Carry Account Initial Deposit from the net
proceeds of the sale of the Notes. On or before the Transfer Date preceding each
Distribution Date occurring on or prior to the first Distribution Date that
occurs on or after the end of the Funding Period, the Indenture Trustee shall,
upon receipt of instructions from the Servicer, withdraw from the Negative Carry
Account and deposit into the Collection Account an amount equal to the Negative
Carry Amount for such Distribution Date.

               (b) On each Distribution Date during the Funding Period, the
Indenture Trustee shall, upon receipt of instructions from the Servicer,
withdraw from the Negative Carry Account an amount equal to the excess, if any,
of the amount on deposit in the Negative Carry Account over the Required
Negative Carry Account Balance and deposit it (i) in the Certificate
Distribution Account for distribution to the Certificateholders or (ii) upon the
order of the Certificateholders in an account designated in writing by the
Certificateholders to the Servicer, and on the Distribution Date on or
immediately following the last day of the Funding Period, the Indenture Trustee
shall, upon receipt of instructions from the Servicer, withdraw from the
Negative Carry Account the amount remaining on deposit in the Negative Carry
Account and deposit it in the Certificate Distribution Account for distribution
to the Certificateholders or upon the order of the Certificateholders in an
account designated in writing by the Certificateholders to the Servicer.

          Section 8.13 Sale of Assets; Termination.

               (a) Upon any sale or other disposition of the Collateral pursuant
to Article V of the Indenture (an "Event of Default Sale"), the Indenture
Trustee, based on information supplied by the Servicer, shall deposit the
proceeds from such disposition after all payments and reserves therefrom have
been made or the amount specified in clause SECOND of Section 5.4(b) (the "Event
of Default Proceeds") in the Collection Account. On the Transfer Date on which
the Event of Default Proceeds are deposited in the Collection Account (or, if
such proceeds are not so deposited on that Transfer Date, on the Transfer Date
immediately following such deposit), the Indenture Trustee, based on information
supplied by the Servicer, shall make the following deposits (after the
application on the Transfer Date of the Collected Amount and funds on deposit in
the Reserve Account pursuant to Sections 8.2 and 8.10) from the Event of Default
Proceeds and any funds remaining on deposit in the Reserve Account (including
the proceeds of any sale of investments therein as described in the following
sentence) in the following priority:

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<PAGE>

                    (i) to the Swap Counterparty, the net amount, if any, then
     payable by the Issuer to the Swap Counterparty under the Interest Rate Swap
     (exclusive of payments due to the Swap Counterparty as a result of the
     occurrence of an Early Termination Date under the Interest Rate Swap);

                    (ii) to the Note Distribution Account, any portion of the
     Aggregate Class A Noteholders' Interest Distributable Amount not otherwise
     deposited into the Note Distribution Account on the Transfer Date;

                    (iii) if such Event of Default Sale results from the
     occurrence of an Event of Default specified in Section 5.1(a), (b) or (c),
     to the Note Distribution Account, an amount equal to the Note Principal
     Balance of the Class A Notes (after giving effect to the reduction in the
     Aggregate Note Principal Balance to result from the deposits made in the
     Note Distribution Account on the Transfer Date and on each prior Transfer
     Date);

                    (iv) to the Note Distribution Account, any portion of the
     Class B Noteholders' Interest Distributable Amount not otherwise deposited
     into the Note Distribution Account on the Transfer Date;

                    (v) if such Event of Default Sale does not result from the
     circumstances specified in Section 8.13(a)(ii), to the Note Distribution
     Account, an amount equal to the Note Principal Balance of the Class A Notes
     (after giving effect to the reduction in the Aggregate Note Principal
     Balance to result from the deposits made in the Note Distribution Account
     on the Transfer Date and on each prior Transfer Date);

                    (vi) to the Note Distribution Account, an amount equal to
     the Note Principal Balance of the Class B Notes (after giving effect to the
     reduction therein to result from the deposits made in the Note Distribution
     Account on the day preceding such Distribution Date and on the Transfer
     Date and on each prior Transfer Date); and

                    (vii) to the Swap Counterparty, the net amount, if any,
     payable by the Issuer under the Interest Rate Swap as a result of the
     occurrence of an Early Termination Date under the Interest Rate Swap.

Subject to the Section 2.02(b) of the Servicing Agreement, any investments on
deposit in the Reserve Account which shall not mature on or before the day
preceding such Distribution Date shall be sold by the Indenture Trustee at such
time as shall result in the Indenture Trustee receiving the proceeds from such
sale not later than the Transfer Date. Any Event of Default Proceeds remaining
after the deposits described above shall be deposited into the Certificate
Distribution Account for distribution to the Certificateholders.

               (b) Notice of any termination of the Trust shall be given by the
Servicer to each Trustee as soon as practicable after the Servicer has received
notice thereof.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          Section 9.1 Supplemental Indentures Without Consent of Noteholders.

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<PAGE>

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

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

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

                    (iii) to add to the covenants of the Issuer for the benefit
     of the Securityholders, 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 or to correct or supplement any
     provision herein or in any supplemental indenture which may be inconsistent
     with any other provision herein, in any supplemental indenture or in any
     other Basic Document;

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

                    (vii) to modify, eliminate or add to the provisions of this
     Indenture to such extent as shall be necessary to effect the qualification
     of this Indenture under the TIA or under any similar federal statute
     hereafter enacted and to add to this Indenture such other provisions as may
     be expressly required by the TIA, and 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 Noteholders but with
prior notice to the Rating Agencies, at any time and from time to time enter
into one or more indentures supplemental hereto for the purpose of adding any
provisions to, changing in any manner, or eliminating any of the provisions of,
this Indenture or modifying in any manner the rights of the Noteholders under
this Indenture; provided, however, that such action shall not, as evidenced by
an Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

                                      -53-

<PAGE>

               (c) Notwithstanding any other provision of this Indenture, if the
consent of the Swap Counterparty is required pursuant to the Swap Counterparty
Rights Agreement to enter into a supplemental indenture, any such purported
supplemental indenture shall be null and void ab initio unless the Swap
Counterparty consents in writing to such supplemental indenture. Any such
supplemental indenture shall include the same requirement of the Swap
Counterparty to consent to further supplemental indentures.

          Section 9.2 Supplemental Indentures With Consent of Noteholders.

               (a) The Issuer and the Indenture Trustee, when authorized by an
Issuer Order, also may, with prior notice to the Rating Agencies and with the
consent of the Holders of not less than a majority of the Outstanding Amount of
the Controlling Class, 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, changing in any manner, or eliminating
any of the provisions of, this Indenture or modifying in any manner the rights
of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, without the consent of the Holder of each
Outstanding Note affected thereby:

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

                    (ii) reduce the percentage of the Outstanding Amount of the
     Controlling Class, the consent of the Holders of which is required for (a)
     any such supplemental indenture, (b) any waiver of compliance with certain
     provisions of this Indenture, certain defaults hereunder and their
     consequences as provided for in this Indenture or (c) any action described
     in Sections 2.12, 3.7(e), 5.2, 5.6, 5.11, 5.12(a), 6.8, or 6.16;

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

                    (iv) reduce the percentage of the Outstanding Amount of the
     Notes required to direct the Indenture Trustee to sell or liquidate the
     Collateral pursuant to Section 5.4 if the proceeds of such sale would be
     insufficient to pay the principal amount of and accrued but unpaid interest
     on the Outstanding Notes;

                    (v) modify any provision of this Section 9.2 to decrease the
     required minimum percentage necessary to approve any amendments to any
     provisions of this Indenture or any of the Basic Documents;

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

                                      -54-

<PAGE>

     any Note on any Distribution Date (including the calculation of any of the
     individual components of such calculation), or modify or alter the
     provisions of the Indenture regarding the voting of Notes held by the
     Issuer, the Seller or any Affiliate of either of them; or

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

               (b) The Indenture Trustee may in its discretion determine whether
or not any Notes would be affected (such that the consent of each Noteholder
would be required) by any supplemental indenture proposed pursuant to this
Section 9.2 and any such determination shall be conclusive and binding upon all
of the Noteholders, whether authenticated and delivered thereunder before or
after the date upon which such supplemental indenture becomes effective. The
Indenture Trustee shall not be liable for any such determination made in good
faith.

               (c) It shall be sufficient if an Act of Noteholders approves the
substance, but not the form, of any proposed supplemental indenture.

               (d) Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section 9.2, the
Indenture Trustee shall mail to the Noteholders to which such amendment or
supplemental indenture relates a notice setting forth in general terms the
substance of such supplemental indenture. Any failure of the Indenture Trustee
to mail such notice, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

               (e) Notwithstanding any other provision of this Indenture, if the
consent of the Swap Counterparty is required pursuant to the Swap Counterparty
Rights Agreement to enter into a supplemental indenture, any such purported
supplemental indenture shall be null and void ab initio unless the Swap
Counterparty consents in writing to such supplemental indenture. Any such
supplemental indenture shall include the same requirement of the Swap
Counterparty to consent to further supplemental indentures.

          Section 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture and that all conditions precedent to
such execution have been satisfied. The Indenture Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

          Section 9.4 Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed

                                      -55-

<PAGE>

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

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

                                    ARTICLE X
                               REDEMPTION OF NOTES

          Section 10.1 Redemption.

               (a) The Class A-4 Notes and Class B Notes are subject to
redemption in whole, but not in part, upon the exercise by the Servicer of its
option to purchase the Receivables pursuant to Section 4.01 of the Pooling
Agreement. Such redemption shall occur on any Distribution Date after all Class
A-1 Notes, Class A-2 Notes and Class A-3 Notes have been paid in full. The
purchase price for the Class A-4 Notes and Class B Notes to be redeemed shall be
equal to the applicable Redemption Price, provided the Issuer has available
funds sufficient to pay such amount. The Issuer shall furnish the Rating
Agencies notice of such redemption. If the Class A-4 Notes and Class B Notes are
to be redeemed pursuant to this Section 10.1(a), the Issuer shall furnish notice
thereof to the Indenture Trustee not later than 25 days prior to the Redemption
Date and the Issuer shall deposit into the Note Distribution Account, before the
Redemption Date, the aggregate Redemption Price of the Class A-4 Notes and Class
B Notes to be redeemed, whereupon all such Notes shall be due and payable on the
Redemption Date.

               (b) [Reserved.]

               (c) Within sixty days after the redemption in full pursuant to
this Section 10.1 of any class of Notes, the Indenture Trustee shall provide
each of the Rating Agencies with written notice stating that all of such Notes
have been redeemed.

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<PAGE>

          Section 10.2 Form of Redemption Notice.

               (a) Notice of redemption of the Class A-4 Notes and Class B Notes
under Section 10.1(a) shall be given by the Indenture Trustee by first-class
mail, postage prepaid, mailed not less than five days prior to the applicable
Redemption Date to each Holder of the Class A-4 Notes and Class B Notes of
record, respectively, at such Noteholder's address appearing in the Note
Register.

               (b) All notices of redemption shall state:

                    (i) the Redemption Date;

                    (ii) the Redemption Price;

                    (iii) the place where Class A-4 Notes and Class B Notes are
     to be surrendered for payment of the Redemption Price (which shall be the
     Agency Office to be maintained as provided in Section 3.2); and

                    (iv) CUSIP numbers.

               (c) Notice of redemption of the Class A-4 Notes and Class B Notes
shall be given by the Indenture Trustee in the name and at the expense of the
Issuer. Failure to give notice of redemption, or any defect therein, to any
Holder of any Class A-4 Note or Class B Note to be redeemed shall not impair or
affect the validity of the redemption of any other Class A-4 Note or Class B
Note to be redeemed.

               (d) [Reserved.]

          Section 10.3 Notes Payable on Redemption Date. The Class A-4 Notes or
Class B Notes to be redeemed shall, following notice of redemption as required
by Section 10.2, on the Redemption Date cease to be Outstanding for purposes of
this Indenture and shall thereafter represent only the right to receive the
applicable Redemption Price and (unless the Issuer shall default in the payment
of such Redemption Price) no interest shall accrue on such Redemption Price for
any period after the date to which accrued interest is calculated for purposes
of calculating such Redemption Price.

                                   ARTICLE XI
                                  MISCELLANEOUS

          Section 11.1 Compliance Certificates and Opinions, etc.

               (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee: (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with and (iii) (if required by the TIA) an
Independent Certificate from a firm of certified public accountants meeting the
applicable requirements of this Section 11.1,

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<PAGE>

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 judgment of each such
     signatory, such signatory has made such examination or investigation as is
     necessary to enable such signatory to express an informed opinion as to
     whether or not such covenant or condition has been complied with; and

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

               (b) (i) Prior to the deposit with the Indenture Trustee of any
Collateral or other property or securities that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officer's
Certificate certifying or stating the opinion of each Person signing such
certificate as to the fair value (within 60 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

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

                    (iii) Other than with respect to the release of any Warranty
     Receivables, Administrative Receivables or Liquidating Receivables,
     whenever any property or securities are to be released from the lien of
     this Indenture, the Issuer shall also furnish to the Indenture Trustee an
     Officer's Certificate certifying or stating the opinion of each Person
     signing such certificate as to the fair value (within 60 days of such
     release) of the property or securities proposed to be released and stating
     that in the

                                      -58-

<PAGE>

     opinion of such Person the proposed release will not impair the security
     under this Indenture in contravention of the provisions hereof.

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

                    (v) Notwithstanding Section 2.9 or any other provision of
     this Section 11.1, the Issuer may (A) collect, liquidate, sell or otherwise
     dispose of Receivables as and to the extent permitted or required by the
     Basic Documents, (B) make cash payments out of the Designated Accounts and
     the Certificate Distribution Account as and to the extent permitted or
     required by the Basic Documents and (C) take any other action not
     inconsistent with the TIA.

          Section 11.2 Form of Documents Delivered to Indenture Trustee.

               (a) 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.

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

               (c) 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.

                                      -59-

<PAGE>

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

          Section 11.3 Acts of Noteholders.

               (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders or a class of Noteholders may be embodied in and evidenced by one
or more instruments of substantially similar tenor signed by such Noteholders in
person or by agents duly appointed in writing; and except as herein otherwise
expressly provided such action shall become effective when such instrument or
instruments are delivered to the Indenture Trustee, and, where it is hereby
expressly required, to the Issuer. Such instrument or instruments (and the
action embodied therein and evidenced thereby) are herein sometimes referred to
as the "Act" of the Noteholders signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 11.3.

               (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 (or any one or more
predecessor Notes) shall bind the Holder of every Note issued upon the
registration thereof or in exchange therefor or in lieu thereof, in respect of
anything done, omitted or suffered to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.

          Section 11.4 Notices, etc., to Indenture Trustee, Issuer and Rating
Agencies. Any request, demand, authorization, direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
to be made upon, given or furnished to or filed with the Indenture Trustee, the
Issuer or the Rating Agencies under this Indenture shall be made upon, given or
furnished to or filed with such party as specified in Appendix B to the Pooling
Agreement.

                                      -60-

<PAGE>

          Section 11.5 Notices to Noteholders; Waiver.

               (a) Where this Indenture provides for notice to Noteholders of
any condition or event, such notice shall be given as specified in Appendix B to
the Pooling Agreement.

               (b) 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.

               (c) 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 of 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.

               (d) 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 11.6 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 shall furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee shall cause payments to be made
and notices to be given in accordance with such agreements.

          Section 11.7 Conflict with Trust Indenture Act.

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

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

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

                                      -61-

<PAGE>

          Section 11.9 Successors and Assigns.

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

               (b) All covenants and agreements of the Indenture Trustee in this
Indenture shall bind its successors and assigns, whether so expressed or not.

          Section 11.10 Separability. In case any provision in this Indenture or
in the 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, the Noteholders and the Note Owners and
(only to the extent expressly provided herein) the Swap Counterparty and the
Certificateholders, any other party secured hereunder and any other Person with
an ownership interest in any part of the Collateral, any benefit or any legal or
equitable right, remedy or claim under this Indenture. The Swap Counterparty
shall be a third-party beneficiary to this Indenture only to the extent that it
has any rights specified herein or rights with respect to this Indenture
specified under the Swap Counterparty Rights Agreement.

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

          Section 11.13 Governing Law. This Indenture shall be construed in
accordance with the laws of the State of Illinois, without reference to its
conflict of law provisions, except that the obligations, rights and remedies of
the Indenture Trustee hereunder shall be determined in accordance with the
internal laws of the State of New York, without reference to its conflict of law
provisions.

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

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

          Section 11.16 No Recourse. 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

                                      -62-

<PAGE>

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 their individual capacities, 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 their individual
     capacities (or any of their successors or assigns), 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
     capacities) 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
     instalment or call owing to such entity. For all purposes of this
     Indenture, in the performance of any duties or obligations of the Issuer
     hereunder, the Owner Trustee shall be subject to, and entitled to the
     benefits of, the terms and provisions of Articles VI, VII and VIII of the
     Trust Agreement.

          Section 11.17 No Petition.

               (a) The Indenture Trustee, by entering into this Indenture, and
each Noteholder and Note Owner, by accepting a Note (or interest therein) issued
hereunder, hereby covenant and agree that they shall not, prior to the date
which is one year and one day after the termination of this Indenture with
respect to the Issuer pursuant to Section 4.1, acquiesce, petition or otherwise
invoke or cause the Seller or the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Seller or the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Seller or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Seller, or the Issuer.

               (b) Notwithstanding any prior termination of the Series 200_
Portfolio Supplement, the Indenture Trustee (and each Noteholder by its
acceptance of a Note) covenants and agrees that it shall not, prior to the date
which is one year and a day after which all obligations under each Permitted
Financing have been paid in full, acquiesce, petition or otherwise invoke, or
join any other Person in acquiescing, petitioning or otherwise invoking, against
the Titling Trust or any Special Purpose Entity, any proceeding in court or with
any governmental authority for the purpose of (i) commencing or sustaining a
case against the Titling Trust or such Special Purpose Entity under any federal
or state bankruptcy, insolvency or similar law, or (ii) appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of all or any substantial part of the respective property of the Titling Trust
or such Special Purpose Entity, or (iii) ordering the winding up or liquidation
of the affairs of the Titling Trust or such Special Purpose Entity.

                                      -63-

<PAGE>

               (c) Except as otherwise provided in the Titling Trust Agreement,
as may be amended, restated and supplemented from time to time, the Indenture
Trustee (and each Noteholder by its acceptance of a Note) hereby releases all
Claims to the Titling Trust Assets allocated to the General Interest and to each
Portfolio Interest other than the Series 2002-B Portfolio Interest whether then
or thereafter created and, in the event that such release is not given effect,
to fully subordinate all Claims it may be deemed to have against the Titling
Trust Assets allocated to the General Interest and each Portfolio Interest other
than the Series 2002-B Portfolio Interest whether then or thereafter created.

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

                                      -64-

<PAGE>

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

NAVISTAR FINANCIAL 2002-B OWNER TRUST

By: Chase Manhattan Bank USA, National Association


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


THE BANK OF NEW YORK,
as Indenture Trustee


By:  /s/ Erwin Soriano
     ---------------------------------
Name:  Erwin Soriano
Title: Assistant Treasurer

<PAGE>

STATE OF ILLINOIS   )
                    ) ss.
COUNTY OF COOK      )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared John J. Cashin, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the Navistar Financial
2002-B Owner Trust and that he executed the same as the act of said statutory
trust for the purpose and consideration therein expressed, and in the capacities
therein stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of November,
2002.

Notary Public in and for the State of Illinois.

My commission expires:

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

<PAGE>

STATE OF ILLINOIS   )
                    ) ss.
COUNTY OF COOK      )

          BEFORE ME, the undersigned authority, a Notary Public in and for said
county and state, on this day personally appeared Erwin Soriano, known to me to
be the person and officer whose name is subscribed to the foregoing instrument
and acknowledged to me that the same was the act of the said The Bank of New
York, a New York banking corporation, and that he executed the same as the act
of said New York banking corporation for the purpose and consideration therein
stated.

          GIVEN UNDER MY HAND AND SEAL OF OFFICE, this the 19th day of November,
2002.

Notary Public in and for the State of Illinois.

My commission expires:

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

<PAGE>

                                                                       EXHIBIT A

                                  LOCATIONS OF
                        COMPOSITE SCHEDULE OF RECEIVABLES

The Composite Schedule of Receivables is on file at the offices of:

1.   The Indenture Trustee

2.   The Owner Trustee

3.   Navistar Financial Corporation

4.   Navistar Financial Retail Receivables Corporation

                                       A-1

<PAGE>

                                                                       EXHIBIT B

                       FORM OF CLASS A-1 ASSET BACKED NOTE

REGISTERED                                                      $____________/1/

No. R-                                                         CUSIP NO.
       -------                                                          --------
                       SEE REVERSE FOR CERTAIN DEFINITIONS

          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 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 PRINCIPAL OF THIS NOTE IS PAYABLE 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.

                 NAVISTAR FINANCIAL 2002-B OWNER TRUST

                  CLASS A-1 1.62% ASSET BACKED NOTES

          NAVISTAR FINANCIAL 2002-B OWNER TRUST, a statutory 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 Cede & Co., or
registered assigns, the principal sum of                   DOLLARS ($_________)
                                         ----------------
payable in accordance with the Indenture, prior to the occurrence of an Event of
Default and a declaration that the Notes are due and payable, on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction, the numerator of which is the initial principal amount hereof and the
denominator of which is [aggregate principal amount for class] by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on such class of the Notes pursuant to Sections 2.7, 3.1 and 8.2 of
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the Distribution Date in November 2003
(the "Final Scheduled Distribution Date"). The Issuer shall pay interest on this
Note at the rate per annum shown above on each Distribution Date until the
principal of this Note is paid or made available for payment, on the principal
amount of this Note outstanding on the preceding Distribution Date (after giving
effect to all payments of principal made on the preceding Distribution Date).

----------
/1/  Denominations of $1,000 and integral multiples thereof.

                                       B-1

<PAGE>

Interest on this Note will accrue for each Distribution Date from and including
the most recent Distribution Date on which interest has been paid to but
excluding the then current Distribution Date or, if no interest has yet been
paid, from the Closing Date. Interest on this Note will be calculated on the
basis of the actual number of days elapsed since the Closing Date or the
preceding Distribution Date divided by 360. Such principal of and interest on
this Note shall be paid in the manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or
currency of the United States of America which, 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

          Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.

                                       B-2

<PAGE>

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:      November   , 2002  NAVISTAR FINANCIAL 2002-B OWNER TRUST
                    --

                              By:  CHASE MANHATTAN BANK USA, NATIONAL
                                   ASSOCIATION
                                   not in its individual capacity, but solely as
                                   Owner Trustee under the Trust Agreement


                                   By:
                                      ------------------------------------------
                                   Name:  John J. Cashin
                                   Title: Vice President

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                   THE BANK OF NEW YORK
                                   not in its individual capacity, but solely as
                                   Indenture Trustee


                                   By:
                                      ------------------------------------------
                                   Name:  Erwin Soriano
                                   Title: Assistant Treasurer

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer
designated as its Class A-1 1.62% Asset Backed Notes (herein called the "Class
A-1 Notes"), all issued under an Indenture, dated as of November 19, 2002 (the
"Closing Date" and such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, as trustee (the "Indenture Trustee", which term includes
any successor 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 Noteholders. The Notes are governed by and subject to all terms
of the Indenture (which terms are incorporated herein and made a part hereof),
to which Indenture the holder of this Note by virtue of acceptance hereof
assents and by which such holder is bound. All capitalized terms used and not
otherwise defined in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.

          The Indenture secures (a) first, the payment of principal and interest
on, and any other amounts owing in respect of the Class A Notes, equally and
ratably without prejudice, priority or distinction and (b) second, the payment
of principal of and interest on, and any other amounts owing in respect of the
Class B Notes, equally and ratably without prejudice, priority or distinction,
and to secure compliance with the provisions of the Indenture, as provided
therein.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that 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
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in their individual capacities, 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 their individual capacities, 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 capacities) 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 instalment or call owing to such
entity.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

<PAGE>

          Each Noteholder, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, unless otherwise required by appropriate
taxing authorities, agrees to treat the Notes as indebtedness secured by the
Receivables for the purpose of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed upon, measured by or based upon
gross or net income.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

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

          The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws, except that the
obligations, rights and remedies of the Indenture Trustee hereunder shall be
determined in accordance with the internal laws of the State of New York.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Issuer. The
Holder of this Note by the acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

<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                                    , as 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.

<PAGE>

                                                                       EXHIBIT C

                  FORM OF CLASS A-2, CLASS A-3b, CLASS A-4 AND
                            CLASS B ASSET BACKED NOTE

REGISTERED                                                      $____________/3/

No. R-                                                         CUSIP NO.
      ---------                                                         --------
                       SEE REVERSE FOR CERTAIN DEFINITIONS

          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 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 PRINCIPAL OF THIS NOTE IS PAYABLE 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.

                 NAVISTAR FINANCIAL 2002-B OWNER TRUST

                   CLASS        % ASSET BACKED NOTES
                         --- ---

           NAVISTAR FINANCIAL 2002-B OWNER TRUST, a statutory 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 Cede & Co., or
registered assigns, the principal sum of                 DOLLARS ($_________)
                                         ---------------
payable in accordance with the Indenture, prior to the occurrence of an Event of
Default and a declaration that the Notes are due and payable, on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction, the numerator of which is the initial principal amount hereof and the
denominator of which is [aggregate principal amount for class] by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on such class of the Notes pursuant to Sections 2.7, 3.1 and 8.2 of
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on [the earlier of]                 (the
                                                       ---------------
"Final Scheduled Distribution Date") [and the Redemption Date, if any, pursuant
to Section 10.1(a) of the Indenture]. The Issuer shall pay interest on this Note
at the rate per annum shown above on each

----------
/3/  Denomination of $1,000 and integral multiples thereof (except, if
     applicable, for one Note representing a residual portion of such class
     which may be issued in a different denomination).

                                       C-1

<PAGE>

Distribution Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Distribution Date (after giving effect to all payments of principal made on the
preceding Distribution Date). Interest on this Note will accrue for each
Distribution Date from and including the most recent Distribution Date on which
interest has been paid to but excluding the then current Distribution Date or,
if no interest has yet been paid, from the Closing Date. Interest on this Note
will be computed on the basis of a 360-day year of twelve 30-day months (or, in
the case of the initial Distribution Date,   /30ths of a month). Such principal
                                           --
of and interest on this Note shall be paid in the manner specified on the
reverse hereof.

          The principal of and interest on this Note are payable in such coin or
currency of the United States of America which, 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

          Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.

                                      C-2

<PAGE>

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date:                      NAVISTAR FINANCIAL 2002-B OWNER TRUST


                           By: CHASE MANHATTAN BANK USA, NATIONAL
                               ASSOCIATION not in its individual capacity, but
                               solely as Owner Trustee under the Trust Agreement


                               By:
                                  -------------------------------
                               Name:  John J. Cashin
                               Title: Vice President

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                               THE BANK OF NEW YORK, not in its individual
                               capacity, but solely as Indenture Trustee


                               By:
                                  -------------------------------
                               Name:  Erwin Soriano
                               Title: Assistant Treasurer

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer
designated as its Class      % Asset Backed Notes (herein called the "Class
                        ----
Notes"), all issued under an Indenture, dated as of November 19, 2002 (the
"Closing Date" and such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, as trustee (the "Indenture Trustee", which term includes
any successor 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 Noteholders. The Notes are governed by and subject to all terms
of the Indenture (which terms are incorporated herein and made a part hereof),
to which Indenture the holder of this Note by virtue of acceptance hereof
assents and by which such holder is bound. All capitalized terms used and not
otherwise defined in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.

          The Indenture secures (a) first, the payment of principal and interest
on, and any other amounts owing in respect of the Class A Notes, equally and
ratably without prejudice, priority or distinction and (b) second, the payment
of principal of and interest on, and any other amounts owing in respect of the
Class B Notes, equally and ratably without prejudice, priority or distinction,
and to secure compliance with the provisions of the Indenture, as provided
therein.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that 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
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in their individual capacities, 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 their individual capacities, 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 capacities) 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 instalment or call owing to such
entity.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

<PAGE>

          Each Noteholder, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, unless otherwise required by appropriate
taxing authorities, agrees to treat the Notes as indebtedness secured by the
Receivables for the purpose of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed upon, measured by or based upon
gross or net income.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

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

          The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws, except that the
obligations, rights and remedies of the Indenture Trustee hereunder shall be
determined in accordance with the internal laws of the State of New York.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Issuer. The
Holder of this Note by the acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

<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                        , as 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.

<PAGE>

                                                                       EXHIBIT D

               FORM OF CLASS A-3a FLOATING RATE ASSET BACKED NOTE

REGISTERED                                                        $__________/5/

No. R-                                                         CUSIP NO.
       ------                                                           --------

                       SEE REVERSE FOR CERTAIN DEFINITIONS

          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 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 PRINCIPAL OF THIS NOTE IS PAYABLE 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.

                      NAVISTAR FINANCIAL 2002-B OWNER TRUST

                   CLASS A-3a FLOATING RATE ASSET BACKED NOTES

          NAVISTAR FINANCIAL 2002-B OWNER TRUST, a statutory 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 Cede & Co., or
registered assigns, the principal sum of                 DOLLARS ($_________)
                                         ---------------
payable in accordance with the Indenture, prior to the occurrence of an Event of
Default and a declaration that the Notes are due and payable, on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction, the numerator of which is the initial principal amount hereof and the
denominator of which is [aggregate principal amount for class] by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on such class of the Notes pursuant to Sections 2.7, 3.1 and 8.2 of
the Indenture; provided, however, that the entire unpaid principal amount of
this Note shall be due and payable on the Distribution Date in March 2007 (the
"Final Scheduled Distribution Date"). The Issuer shall pay interest on this Note
at the rate per annum of One-Month LIBOR plus 0.25% on each Distribution Date
until the principal of this Note is paid or

----------
/5/ Denominations of $1,000 and integral multiples thereof.

                                      D-1

<PAGE>

made available for payment, on the principal amount of this Note outstanding on
the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date). Interest on this Note will
accrue for each Distribution Date from and including the most recent
Distribution Date on which interest has been paid to but excluding the then
current Distribution Date or, if no interest has yet been paid, from the Closing
Date. Interest on this Note will be calculated on the basis of the actual number
of days elapsed since the Closing Date or the preceding Distribution Date
divided by 360. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

          The principal of and interest on this Note are payable in such coin or
currency of the United States of America which, 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 Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.

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

          Unless the certificate of authentication hereon has been executed by
the Indenture Trustee whose name appears below by manual signature, this 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.

                                      D-2

<PAGE>

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer.

Date: November   , 2002              NAVISTAR FINANCIAL 2002-B OWNER TRUST
               --


                                     By: CHASE MANHATTAN BANK USA, NATIONAL
                                         ASSOCIATION not in its individual
                                         capacity, but solely as Owner Trustee
                                         under the Trust Agreement


                                         By:
                                             -----------------------------------
                                         Name:  John J. Cashin
                                         Title: Vice President

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the Notes designated above and referred to in the
within-mentioned Indenture.

                                         THE BANK OF NEW YORK not in its
                                         individual capacity, but solely as
                                         Indenture Trustee


                                         By:
                                             -----------------------------------
                                         Name:  Erwin Soriano
                                         Title: Assistant Treasurer

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer
designated as its Class A-3a Floating Rate Asset Backed Notes (herein called the
"Class A-3a Notes"), all issued under an Indenture, dated as of November   .
                                                                         --
2002 (the "Closing Date" and such Indenture, as supplemented or amended, is
herein called the "Indenture"), between the Issuer and The Bank of New York, a
New York banking corporation, as trustee (the "Indenture Trustee", which term
includes any successor 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 Noteholders. The Notes are governed by and subject to all terms
of the Indenture (which terms are incorporated herein and made a part hereof),
to which Indenture the holder of this Note by virtue of acceptance hereof
assents and by which such holder is bound. All capitalized terms used and not
otherwise defined in this Note that are defined in the Indenture, as
supplemented or amended, shall have the meanings assigned to them in or pursuant
to the Indenture.

          The Indenture secures (a) first, the payment of principal and interest
on, and any other amounts owing in respect of the Class A Notes, equally and
ratably without prejudice, priority or distinction and (b) second, the payment
of principal of and interest on, and any other amounts owing in respect of the
Class B Notes, equally and ratably without prejudice, priority or distinction,
and to secure compliance with the provisions of the Indenture, as provided
therein.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that 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
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in their individual capacities, 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 their individual capacities, 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 capacities) 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 instalment or call owing to such
entity.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause the
Seller or the Issuer to invoke the process of any court or government authority
for the purpose of commencing or sustaining a case against the Seller or the
Issuer under any federal or state bankruptcy, insolvency or similar law or
appointing a receiver, liquidator, assignee, trustee, custodian, sequestrator or
other similar official of the Seller or the Issuer or any substantial part of
its property, or ordering the winding up or liquidation of the affairs of the
Seller or the Issuer.

<PAGE>

          Each Noteholder, by acceptance of a Note or, in the case of a Note
Owner, a beneficial interest in a Note, unless otherwise required by appropriate
taxing authorities, agrees to treat the Notes as indebtedness secured by the
Receivables for the purpose of federal income taxes, state and local income and
franchise taxes, and any other taxes imposed upon, measured by or based upon
gross or net income.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

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

          The term "Issuer" as used in this Note includes any successor to the
Issuer under the Indenture.

          The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Indenture Trustee and the
Holders of Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.

          This Note and the Indenture shall be construed in accordance with the
laws of the State of Illinois, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws, except that the
obligations, rights and remedies of the Indenture Trustee hereunder shall be
determined in accordance with the internal laws of the State of New York.

          No reference herein to the Indenture and no provision of this Note or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of and interest on this Note at
the times, place and rate, and in the coin or currency herein prescribed.

<PAGE>

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Seller, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Issuer. The
Holder of this Note by the acceptance hereof agrees that, except as expressly
provided in the Basic Documents, in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.

<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                                               /6/
thereunder, and hereby irrevocably                      ---------------------
constitutes and appoints                                 Signature Guaranteed:
                                        ,
----------------------------------------
as attorney, to transfer said Note on
the books kept for registration thereof,
with full power of substitution in the
premises.

Dated:
      ----------------------

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

----------
/6/ 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.