<PAGE>   1

                                                                     EXHIBIT 4.1

                                                                  Execution Copy




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


                                    INDENTURE

                                  by and among

        FIRST SIERRA HEALTHCARE EQUIPMENT CONTRACT TRUST 2000-1, A COMMON
          LAW TRUST ACTING THROUGH ITS TRUSTEE, CHRISTIANA BANK & TRUST
       COMPANY, NOT IN ITS INDIVIDUAL CAPACITY BUT SOLELY AS OWNER TRUSTEE

                                   as Issuer,

                              SIERRACITIES.COM INC.

                                   as Servicer


                                       and


                              BANKERS TRUST COMPANY

                            as the Indenture Trustee

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


                            Dated as of March 1, 2000


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


             First Sierra Healthcare Equipment Contract Trust 2000-1
                   Healthcare Equipment Contract Backed Notes



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


<PAGE>   2






                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                                 Page
                                                                                                                 ----
<S>                         <C>                                                                                  <C>
ARTICLE I. DEFINITIONS ...........................................................................................1

         Section 1.01       Definitions...........................................................................1
         Section 1.02       Incorporation by Reference of the Trust Indenture Act.................................1
         Section 1.03       General Interpretive Principles.......................................................1
         Section 1.04       Conflict with TIA.....................................................................2

ARTICLE II. PLEDGE OF PLEDGED PROPERTY; ORIGINAL ISSUANCE OF NOTES
                        AND RESIDUAL CLASS........................................................................2

         Section 2.01       Pledge of Pledged Property............................................................2
         Section 2.02       Indenture Trustee to Act as Custodian.................................................3
         Section 2.03       Conditions to Closing.................................................................3
         Section 2.04       Acceptance by Indenture Trustee.......................................................4
         Section 2.05       Liabilities of the Trust and Parties to this Indenture; Limitations
                            Thereon........... ...................................................................5
         Section 2.06       Intended Tax Characterization.........................................................5
         Section 2.07       Treasury Securities...................................................................6

ARTICLE III. ACCOUNTS; ALLOCATION AND APPLICATION OF THE TRUST
                        FUND......................................................................................6

         Section 3.01       Collection Account....................................................................6
         Section 3.02       Pre-Funding Account and Capitalized Interest Account..................................7
         Section 3.03       Investment of Monies Held in the Accounts; Subaccounts................................8
         Section 3.04       Reserve Account.......................................................................8
         Section 3.05       Disbursements From Collection Account.................................................9
         Section 3.06       Statements to Noteholders............................................................11
         Section 3.07       Compliance With Withholding Requirements.............................................13
         Section 3.08       Letters of Credit; Letter of Credit Deposit Account..................................13
         Section 3.09       Supplemental Interest Reserve Account................................................14

ARTICLE IV. REMOVAL OF PLEDGED PROPERTY; SUBSTITUTION OF
                        CONTRACTS................................................................................15

         Section 4.01       Removal of Non-Conforming Pledged Property...........................................15
         Section 4.02       Substitution of Contracts............................................................15
         Section 4.03       Removal of Pledged Property Following Enforcement of Source Agreement Rights.........17
         Section 4.04       Release of Pledged Property..........................................................17

ARTICLE V. THE NOTES ............................................................................................18

         Section 5.01       The Notes............................................................................17
         Section 5.02       Initial Issuance of Notes............................................................19
         Section 5.03       Registration of Transfer and Exchange of Notes.......................................19
         Section 5.04       Mutilated, Destroyed, Lost or Stolen Notes...........................................20
         Section 5.05       Persons Deemed Owners................................................................20
         Section 5.06       Access to List of Noteholders' Names and Addresses...................................20
         Section 5.07       Acts of Noteholders..................................................................21
         Section 5.08       No Proceedings.......................................................................21
</TABLE>

<PAGE>   3

<TABLE>


<S>                         <C>                                                                         <C>
ARTICLE VI. THE TRUST ...................................................................................21

         Section 6.01       Liability of the Trust.......................................................21
         Section 6.02       Limitation on Liability of the Trust.........................................22
         Section 6.03       Indemnity for Liability Claims...............................................22
         Section 6.04       Liabilities..................................................................22
         Section 6.05       [Reserved.]..................................................................22
         Section 6.06       Annual Statement as to Compliance............................................22
         Section 6.07       Payment of Principal and Interest............................................23
         Section 6.08       Maintenance of Office or Agency..............................................23
         Section 6.09       Money for Payments to be Held in Trust.......................................23
         Section 6.10       Existence....................................................................24
         Section 6.11       Protection of Pledged Property...............................................25
         Section 6.12       Performance of Obligations; Servicing of Receivables.........................25
         Section 6.13       Negative Covenants...........................................................26
         Section 6.14       Trust May Consolidate, Etc. Only on Certain Terms............................26
         Section 6.15       Successor or Transferee......................................................28
         Section 6.16       No Other Business............................................................28
         Section 6.17       No Borrowing.................................................................28
         Section 6.18       Guarantees, Loans, Advances and Other Liabilities............................29
         Section 6.19       Capital Expenditures.........................................................29
         Section 6.20       Compliance with Laws.........................................................29
         Section 6.21       Further Instruments and Acts.................................................29

ARTICLE VII. THE INDENTURE TRUSTEE.......................................................................29

         Section 7.01       Duties of Indenture Trustee..................................................29
         Section 7.02       Eligible Investments.........................................................31
         Section 7.03       Indenture Trustee's Assignment of Contracts..................................31
         Section 7.04       Certain Matters Affecting the Indenture Trustee..............................31
         Section 7.05       Indenture Trustee Not Liable for Notes or Contracts..........................32
         Section 7.06       Indenture Trustee May Own Notes..............................................33
         Section 7.07       Indenture Trustee's Fees and Expenses........................................33
         Section 7.08       Eligibility Requirements for Indenture Trustee...............................34
         Section 7.09       Preferential Collection of Claims Against Issuer.............................35
         Section 7.10       Resignation or Removal of Indenture Trustee..................................35
         Section 7.11       Successor Indenture Trustee..................................................35
         Section 7.12       Merger or Consolidation of Indenture Trustee.................................36
         Section 7.13       Appointment of Co-Indenture Trustee or Separate Indenture Trustee............36
         Section 7.14       Indenture Trustee May Enforce Claims Without Possession of Note..............38
         Section 7.15       Suits for Enforcement........................................................38
         Section 7.16       Undertaking for Costs........................................................38
         Section 7.17       Representations and Warranties of Indenture Trustee..........................38
         Section 7.18       Tax Returns..................................................................39
</TABLE>


<PAGE>   4


<TABLE>


<S>                         <C>                                                                   <C>
ARTICLE VIII. EVENTS OF DEFAULT; REMEDIES..........................................................39

         Section 8.01       Events of Default......................................................39
         Section 8.02       Acceleration of Maturity, Rescission and Annulment.....................41
         Section 8.03       Remedies...............................................................41
         Section 8.04       Notice of Event of Default.............................................42
         Section 8.05       Exercise of Power by Indenture Trustee.................................42
         Section 8.06       Indenture Trustee May File Proofs of Claim.............................42
         Section 8.07       Allocation of Money Collected..........................................43
         Section 8.08       Waiver of Events of Default............................................43
         Section 8.09       Limitation On Suits....................................................44
         Section 8.10       Unconditional Right of Noteholders to Receive Principal and
                            Interest...............................................................44
         Section 8.11       Restoration of Rights and Remedies.....................................44
         Section 8.12       Rights and Remedies Cumulative.........................................45
         Section 8.13       Delay or Omission Not Waiver...........................................45
         Section 8.14       Control by Majority Holders............................................45
         Section 8.15       Sale of Pledged Property...............................................45
         Section 8.16       Action on Notes........................................................46

ARTICLE IX. TERMINATION ...........................................................................46

         Section 9.01       Termination of Obligations and Responsibilities........................46
         Section 9.02       Optional Redemption of Notes; Final Disposition of Funds...............46

ARTICLE X. Noteholders' Lists and Reports..........................................................47

         Section 10.01      Note Registrar To Furnish To Indenture Trustee Names and
                            Addresses of Noteholders...............................................47
         Section 10.02      Preservation of Information; Communications to Noteholders.............48
         Section 10.03      Reports by the Trust...................................................48
         Section 10.04      Reports by Indenture Trustee...........................................49
         Section 10.05      Compliance Certificates and Opinions, etc..............................49

ARTICLE XI. MISCELLANEOUS PROVISIONS...............................................................49

         Section 11.01      Amendment..............................................................49
         Section 11.02      Conformity With Trust Indenture Act....................................50
         Section 11.03      Limitation on Rights of Noteholders....................................50
         Section 11.04      Counterparts...........................................................51
         Section 11.05      Governing Law..........................................................51
         Section 11.06      Notices................................................................51
         Section 11.07      Severability of Provisions.............................................51
         Section 11.08      Conflict with Trust Indenture Act......................................52
         Section 11.09      Reserved...............................................................52
         Section 11.10      Assignment.............................................................52
         Section 11.11      Binding Effect.........................................................52
         Section 11.12      Survival of Agreement..................................................52
         Section 11.13      Captions...............................................................52
         Section 11.14      Exhibits...............................................................52
</TABLE>

<PAGE>   5

<TABLE>


<S>                         <C>                                                                  <C>
         Section 11.15      Calculations..........................................................52
         Section 11.16      No Proceedings........................................................52
</TABLE>

Exhibits
Exhibit A - Form of Trustee's Receipt
Exhibit B - Form of Wiring Instructions
Exhibit C - Form of Class A Notes
Exhibit D - Form of Class B Notes
Exhibit E - Default Notice
Exhibit F - Form of Drawing Certificate

Annex A - Defined Terms


<PAGE>   6



             FIRST SIERRA HEALTHCARE EQUIPMENT CONTRACT TRUST 1999-2

                  Reconciliation and Tie between the Indenture
                        dated as of March 1, 2000 and the
                     Trust Indenture Act of 1939, as amended

<TABLE>
<CAPTION>

   Trust Indenture Act Section                  Indenture Section
   ---------------------------         -------------------------------------
<S>                                             <C>
    Section  310(a)(1)                         Section 7.08
              (a)(2)                                   7.08
              (a)(3)                                   7.13
              (a)(4)                              Not Applicable
               (b)                                  7.08; 7.10
               (c)                                Not Applicable
              311(a)                                   7.09
               (b)                                     7.09
              312(a)                                  10.02
               (b)                                    10.02
               (c)                                    10.02
              313(a)                                  10.04
              (b)(1)                   10.02; 10.04; 4.01; 4.02; 4.03; 4.04
              (b)(2)                                  10.04
               (c)                                 10.03; 10.04
               (d)                                    10.04
              314(a)                            10.03; 3.05; 6.06
               (b)                                Not Applicable
               (c)                                     4.04
              (c)(1)                                  10.05
              (c)(2)                                  10.05
              (c)(3)                                  10.05
               (d)                                     4.04
               (e)                                    10.05
               (f)                                Not Applicable
              315(a)                                7.01; 7.05
               (b)                                     8.04
               (c)                                     8.05
               (d)                                     7.01
               (e)                                     7.01
      316(a) (last sentence)                           2.07
            (a)(1)(A)                               8.03; 8.14
            (a)(1)(B)                                  8.08
            317(a)(1)                                  8.03
              (a)(2)                                   8.04
               (b)                                     6.09
              318(a)                                  11.08
               (c)                                    11.08
</TABLE>



<PAGE>   7


                  This INDENTURE, dated as of March 1, 2000, is made by and
among First Sierra Healthcare Equipment Contract Trust 2000-1 (the "Issuer" or
the "Trust"), a common law trust acting through its trustee, Christiana Bank &
Trust Company, not in its individual capacity but solely as Owner Trustee(the
"Owner Trustee"), SierraCities.com, Inc., as servicer (in such capacity, the
"Servicer") and in its individual capacity (in such capacity "SierraCities.com")
and Bankers Trust Company, a New York banking corporation, not in its individual
capacity but solely as the indenture trustee (the "Indenture Trustee").

                                   WITNESSETH:

                  In consideration of the mutual agreements herein contained,
and of other good and valuable consideration the receipt and adequacy of which
are hereby acknowledged, the parties agree as follows:

                                   ARTICLE I.

                                   DEFINITIONS

                  Section 1.01 Definitions. Capitalized terms used and not
defined herein shall have the meanings specified in Annex A hereto.

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture security holder" means a Noteholder.

                  "indenture to be qualified" means this Indenture.

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

                  "obligor" on the indenture securities means the Issuer.

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

                  Section 1.03 General Interpretive Principles. For purposes of
this Indenture except as otherwise expressly provided or unless the context
otherwise requires:

                  (a) the terms defined in this Indenture have the meanings
assigned to them in this Indenture and include the plural as well as the
singular, and the use of any gender herein shall be deemed to include the other
gender;


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<PAGE>   8


                  (b) accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles as in effect on the date hereof;

                  (c) references herein to "Articles", "Sections",
"Subsections", "Paragraphs" and other subdivisions without reference to a
document are to designated Articles, Sections, Subsections, Paragraphs and other
subdivisions of this Indenture;

                  (d) a reference to a Subsection without further reference to a
Section is a reference to such Subsection as contained in the same Section in
which the reference appears, and this rule shall also apply to Paragraphs and
other subdivisions;

                  (e) the words "herein", "hereof", "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
provision; and

                  (f) the term "include" or "including" shall mean without
limitation by reason of enumeration.

                  Section 1.04 Conflict with TIA. If any provision hereof
limits, qualifies or conflicts with a provision of the TIA that is required
under the TIA to be part of and govern this Indenture, the latter provision
shall control and all provisions required by the TIA are hereby incorporated by
reference. If any provision of this Indenture modifies or excludes any provision
of the TIA that may be so modified or excluded, the latter provisions shall be
deemed to apply to this Indenture as so modified or to be excluded, as the case
may be.

                                   ARTICLE II.

                           PLEDGE OF PLEDGED PROPERTY;
                  ORIGINAL ISSUANCE OF NOTES AND RESIDUAL CLASS

                  Section 2.01 Pledge of Pledged Property. The Trust, to secure
payment of principal of and interest on, and any other amounts owing in respect
of the Notes, equally and ratably, without prejudice, priority or distinction
except as set forth herein, and to secure compliance with the provision of this
Indenture, simultaneously with the execution and delivery of this Indenture,
does hereby pledge, deposit, transfer, assign, and otherwise grant to the
Indenture Trustee, without recourse (except as otherwise expressly set forth
herein), to be held in trust for the benefit of the Noteholders, as provided in
this Indenture, all the right, title, and interest of the Owner Trustee on
behalf of the Trust, whether now owned or hereafter acquired in and to (a)(i)
any Equipment that is owned by the Owner Trustee on behalf of the Trust and any
and all income and proceeds from such Equipment, but subject to the rights of
the Obligor to quiet enjoyment of such Equipment under the related Contract and
(ii) any security interest of the Owner Trustee on behalf of the Trust in any of
the Equipment that is not owned by the Owner Trustee on behalf of the Trust, (b)
the Contracts, including, without limitation, all Scheduled Payments, Final
Scheduled Payments, Defaulted Contract Recoveries, Early Termination Contract
Proceeds, Liquidation Proceeds, Source Repurchase Price and any other payments
due or made with respect to the Contracts after the related Cut-Off Date, (c)
any guarantees of an Obligor's obligations under a Contract, (d) all other
documents in the Contract Files relating to


                                       2
<PAGE>   9


the Contracts, including, without limitation, any UCC financing statements
related to the Contracts or the Equipment, (e) any Insurance Policies and
Insurance Proceeds with respect to the Contracts and the related Equipment, (f)
all of the Trust's right, title and interest in and to, and rights under the
Receivables Transfer Agreement, each Subsequent Transfer Agreement and the
Servicing Agreement, each as executed and delivered in accordance therewith, (g)
all amounts on deposit in the Collection Account, the Reserve Account, the
Supplemental Interest Reserve Account, the Pre-Funding Account, the Capitalized
Interest Account and the Letter of Credit Deposit Account, held by the Indenture
Trustee, and all amounts on deposit in the Lockbox Account, (h) all of the
Trust's right, title and interest in and to, and rights and claims under, the
Source Agreement and the Source Agreement Rights, including but not limited to,
all rights and claims under the Guaranty, to the extent they relate to any
Contract and any Equipment covered by the Contracts, (i) all of the trust's
right, title and interest in and to the Letters of Credit, including the right
to draw thereon and (j) 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 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,
securities, financial assets and other property that at any time constitute all
or part of or are included in the proceeds of any of the foregoing (all of the
foregoing, collectively, constituting the "Pledged Property"); provided,
however, that the pledge, transfer and assignment effected by this Section 2.01
shall not include the Initial Unpaid Amounts relating thereto.

                  This Indenture is a security agreement within the meaning of
Article 8 and Article 9 of the Uniform Commercial Code as in effect in the
States of Delaware, New York and Texas. The pledge provided for in this Section
2.01 is intended by the Trust to be a grant by the Trust to the Indenture
Trustee on behalf of the Noteholders, of a valid first priority perfected
security interest in all of the Owner Trustee's right, title and interest (on
behalf of the Trust) in and to the Pledged Property whether now or hereafter
owned and wherever located.

                  Section 2.02 Indenture Trustee to Act as Custodian. The
executed original counterpart of each Contract, together with the other
documents or instruments, if any, which constitute a part of a Contract File,
shall be held by or on behalf of the Indenture Trustee for the benefit of the
Noteholders.

                  Section 2.03 Conditions to Closing. As conditions to the
execution, authentication and delivery of the Notes by the Indenture Trustee and
the sale of the Notes by the Trust (by issuance thereof by the Trust upon the
Trust's instructions) on the Closing Date, (i) the Trust shall have received by
wire transfer the net proceeds of sale of the Class A Notes and the Class B
Notes in authorized denominations equal in the aggregate to the Initial Class A
Note Principal Balance and the Initial Class B Note Principal Balance, and (ii)
the Indenture Trustee shall have received the following on or before the Closing
Date:

                  (a) The List of Initial Contracts, certified by the President,
any Senior Vice President, any Vice President or any Assistant Vice President of
the Servicer;


                                       3
<PAGE>   10


                  (b) Copies of resolutions of the Depositor approving the
execution, delivery and performance of the Transaction Documents to which it is
a party and the transactions contemplated hereby and thereby, certified by a
Secretary or an Assistant Secretary of the Depositor;

                  (c) A copy of an officially certified document, dated not more
than 30 days prior to the Closing Date, evidencing the due organization and good
standing of the Depositor in the State of Delaware;

                  (d) A copy of the Trust Certificate;

                  (e) Delivery of the executed Financing Statements with respect
to the Initial Contracts, in accordance with the Filing Requirements, prepared
for filing;

                  (f) A certificate listing the Servicing Officers as of the
Closing Date;

                  (g) Executed copies of the Transaction Documents executed on
or prior to the Closing Date;

                  (h) Copies of resolutions of the Board of Directors of
SierraCities.com approving the execution, delivery and performance of this
Indenture and the other Transaction Documents to which it is a party and the
transactions contemplated hereby and thereby, certified by a Secretary or an
Assistant Secretary of SierraCities.com;

                  (i) A copy of an officially certified document, dated not more
than 30 days prior to the Closing Date, evidencing the due organization and good
standing of SierraCities.com in the State of Delaware and the good standing of
SierraCities.com in the State of Texas;

                  (j) A custody receipt, substantially in the form of Exhibit A
hereto, pursuant to which the Indenture Trustee certifies that it has received a
contract file with respect to each Initial Contract on the List of Initial
Contracts;

                  (k) All Necessary Consents;

                  (l) A letter from Moody's that it has assigned a rating of (i)
"Aaa" to the Class A-1 Notes, (ii) "Aaa" to the Class A-2 Notes and (iii) "Aa3"
to the Class B Notes;

                  (m) A letter from DCR that it has assigned a rating of (i)
"AAA" to the Class A-1 Notes, (ii) "AAA" to the Class A-2 Notes and (iii) "AA-"
to the Class B Notes;

                  (n) Opinions of counsel to SierraCities.com and the Depositor,
in form and substance acceptable to the Indenture Trustee, covering such matters
as the Indenture Trustee may reasonably request including, without limitation,
opinions concerning nonconsolidation, true sale, security interest, federal tax
and general corporate matters.

                  Section 2.04 Acceptance by Indenture Trustee. The Indenture
Trustee acknowledges its acceptance, simultaneously with the execution and
delivery of this Indenture, of all right, title and interest in and to the
Pledged Property on behalf of the Noteholders and


                                       4
<PAGE>   11


declares that the Indenture Trustee holds and will hold such right, title and
interest for the benefit of all present and future Noteholders for the use and
purpose and subject to the terms and provisions of this Indenture. The Trust
hereby (a) appoints the Indenture Trustee as the Trust's attorney-in-fact with
all power independently to enforce all of the Trust's rights against
SierraCities.com and the Depositor hereunder, under the Receivables Transfer
Agreement and under the Servicing Agreement and (b) directs the Indenture
Trustee to enforce such rights. The Indenture Trustee hereby accepts such
appointment and agrees to enforce such rights.

                  Section 2.05 Liabilities of the Trust and Parties to this
Indenture; Limitations Thereon. (a) The obligations evidenced by the Notes
provide recourse only to the Pledged Property and provide no recourse against
SierraCities.com, the Depositor, the Servicer, the Indenture Trustee, the Owner
Trustee or any other Person, except as set forth in paragraph (b) below and as
may be set forth in the Transaction Documents.

                  (b) Neither SierraCities.com, the Trust, the Depositor, the
Servicer nor any other Person shall be liable to the Indenture Trustee or the
Noteholders except as provided in Article VI hereof and Sections 5.01, 5.03, and
5.07 of the Servicing Agreement and Section 4.01(g) of the Receivables Transfer
Agreement. Without limiting the generality of the foregoing, if any Obligor
fails to pay any Scheduled Payment, Final Scheduled Payment or other amounts due
under a Contract, then neither the Indenture Trustee nor the Noteholders will
have any recourse against SierraCities.com or the Servicer for such Scheduled
Payment, Final Scheduled Payment, other amounts due under the Contract or any
losses, damages, claims, liabilities or expenses incurred by the Indenture
Trustee or any Noteholder as a direct or indirect result thereof, except as may
be provided for in Article VI hereof and Sections 5.01, 5.03 and 5.07 of the
Servicing Agreement and Section 4.01(g) of the Receivables Transfer Agreement.

                  (c) The Indenture Trustee agrees that in the event of a
default by an Obligor under the terms of a Contract, which default is not cured
within any applicable cure period set forth in such Contract, the Indenture
Trustee and the Noteholders shall be expressly limited to the sources of payment
specified herein. In addition, the Indenture Trustee shall have the right to
exercise the rights of SierraCities.com under the Contracts, the Insurance
Policies and any document in any Contract File in the name of the Indenture
Trustee and the Noteholders, either directly or through the Servicer as agent,
and the Indenture Trustee is hereby directed by the Trust to exercise such
rights; provided, however, that the Indenture Trustee shall not be required to
take any action pursuant to this Section 2.05(c) except upon written
instructions from the Servicer. A carbon, photographic or other reproduction of
this Indenture or any financing statement is sufficient as a financing statement
in any State.

                  (d) The pledge of the Pledged Property by the Trust pursuant
to this Indenture does not constitute and is not intended to result in an
assumption by the Indenture Trustee, the Trust or any Noteholder of any
obligation (except for the obligation not to disturb an Obligor's right of quiet
enjoyment) of SierraCities.com or the Servicer to any Obligor or other Person in
connection with the Equipment, the Contracts, the Insurance Policies or any
document in the Contract Files.

                  Section 2.06 Intended Tax Characterization. The parties hereto
agree that it is their mutual intent that, for all applicable tax purposes, the
Class A Notes and the Class B


                                       5
<PAGE>   12


Notes will constitute indebtedness and that for all applicable tax purposes,
accordingly, the Trust will be treated as sole and exclusive owner of the
Pledged Property. Further, each party hereto and each Noteholder (by receiving
and holding a Note), hereby covenants to every other party hereto and to every
other Noteholder to treat the Class A Notes and the Class B Notes as
indebtedness for all applicable tax purposes in all tax filings, reports and
returns and otherwise, and further covenants that neither it nor any of its
Affiliates will take, or participate in the taking of or permit to be taken, any
action that is inconsistent with the treatment of the Class A Notes or of the
Class B Notes as indebtedness for tax purposes. All successors and assigns of
the parties hereto shall be bound by the provisions hereof.

                  Section 2.07 Treasury Securities. In determining whether the
Noteholders of the required outstanding principal balance of the Notes have
concurred in any direction, waiver or consent, Notes owned by SierraCities.com,
any other obligor upon the Notes or any Affiliate of SierraCities.com shall be
considered as though not outstanding, except that for the purposes of
determining whether the Indenture Trustee shall be protected in relying on any
such direction, waiver or consent, only Notes which a Responsible Officer
actually knows are so owned shall be so disregarded.

                                  ARTICLE III.

                     ACCOUNTS; ALLOCATION AND APPLICATION OF
                                 THE TRUST FUND

                  Section 3.01 Collection Account. (a) The Servicer shall
establish and maintain with the Indenture Trustee an Eligible Bank Account (the
"Collection Account") for the benefit of the Noteholders as an Eligible Bank
Account, in the name of "First Sierra Healthcare Equipment Contract Backed Notes
2000-1 Collection Account, in trust for the registered holders of Healthcare
Equipment Contract Backed Notes, Series 2000-1." At the Servicer's written
direction, the Indenture Trustee shall make withdrawals from the Collection
Account only as provided in this Indenture. The Indenture Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the
Collection Account and all proceeds thereof. The Collection Account shall be
under the sole dominion and control of the Indenture Trustee for the benefit of
the Noteholders.

                  (b) At the times indicated in this Section 3.01(b) or in
Section 3.01(c) below, the following amounts (net of Excluded Amounts) shall be
deposited in the Collection Account in immediately available funds:

                           (i) The Servicer shall deposit or cause to be
         deposited the aggregate amounts of Collections;

                           (ii) The Servicer shall deposit the aggregate
         Servicer Advances payable pursuant to Section 4.03 of the Servicing
         Agreement;

                           (iii) The Servicer shall deposit any Repurchase
         Amounts payable by it under the Servicing Agreement, or by
         SierraCities.com pursuant to Section 4.01 hereof; and


                                       6
<PAGE>   13


                           (iv) Investment Earnings, as described in Section
         3.03(a) hereof and except as may be set forth herein.

                  (c) The Servicer shall so transfer the aggregate amount of
Collections no later than two Business Days after the Servicer's receipt of such
amount. The Servicer shall so deposit the aggregate amount of Servicer Advances
no later than one Business Day prior to the related Payment Date. The Servicer
shall instruct the Indenture Trustee in writing to deposit the portion of any
Advance Payment due and owing for a Collection Period no later than the related
Determination Date. Except as otherwise expressly set forth, any other deposits
and transfers of funds to be made pursuant to this Section 3.01 shall be made no
later than the third Business Day immediately preceding the related Payment
Date.

                  (d) Notwithstanding the foregoing, the Servicer may deduct
from amounts otherwise payable to the Collection Account amounts previously
deposited by the Servicer into the Collection Account but (i) subsequently
uncollectable as a result of dishonor of the instrument of payment for or on
behalf of the Obligor or (ii) later determined to have resulted from mistaken
deposits.

                  Section 3.02 Pre-Funding Account and Capitalized Interest
Account. (a) The Indenture Trustee shall establish and maintain the Pre-Funding
Account as an Eligible Bank Account in the name of "First Sierra Healthcare
Equipment Contract Backed Notes 2000-1 Pre-Funding Account, in trust for the
registered holders of Healthcare Equipment Contract Backed Notes." The Indenture
Trustee will make or permit withdrawals from the Pre-Funding Account only as
provided in this Indenture. On the Closing Date, the Indenture Trustee will
deposit from the proceeds of the sale of the Notes, the Original Pre-Funded
Amount in the Pre-Funding Account. On each Subsequent Transfer Date occurring
during the Pre-Funding Period, upon satisfaction of each of the conditions set
forth in Section 2.02 of the Receivables Transfer Agreement with respect to the
transfer of Subsequent Contracts to the Trust, the Servicer, on behalf of the
Trust, shall instruct the Indenture Trustee in writing to withdraw from the
Pre-Funding Account and (i) release to the Trust an amount equal to 97.65% the
aggregate Discounted Contract Principal Balance of the Subsequent Contracts to
be transferred to the Trust as of the applicable Subsequent Cut-Off Date and
(ii) deposit into the Reserve Account an amount equal to 2.35% of the aggregate
Discounted Contract Principal Balance of the Subsequent Contracts to be
transferred to the Trust as of the applicable Subsequent Cut-Off Date. In
addition, on or prior to each Payment Date, all income and gain realized from
investment of funds deposited in the Pre-Funding Account shall be transferred to
the Capitalized Interest Account prior to the withdrawal of the Capitalized
Interest Requirement from the Capitalized Interest Account. Any amount remaining
on deposit in the Pre-Funding Account at the end of the Pre-Funding Period, less
any undistributed investment earnings on deposit in the Pre-Funding Account,
shall be distributed by the Indenture Trustee on the Payment Date immediately
following the end of the Pre-Funding Period to the Noteholders as a prepayment
of principal.

                  (b) The Indenture Trustee shall establish and maintain the
Capitalized Interest Account as an Eligible Bank Account in the name of "First
Sierra Healthcare Equipment Contract Backed Notes 2000-1 Capitalized Interest
Account, in trust for the registered holders of Healthcare Equipment Contract
Backed Notes." The Indenture Trustee shall make or permit


                                       7
<PAGE>   14


withdrawals from the Capitalized Interest Account only as provided in this
Indenture. On the Closing Date, the Indenture Trustee will deposit from the
proceeds of the sale of the Notes, the Capitalized Interest Account Deposit in
the Capitalized Interest Account. On each Payment Date occurring during the
Pre-Funding Period only, the Indenture Trustee shall transfer from the
Capitalized Interest Account into the Collection Account the Capitalized
Interest Requirement, if any, for such Payment Date. If, on any Payment Date,
the amount on deposit in the Capitalized Interest Account exceeds the
Capitalized Interest Required Reserve Amount, the Indenture Trustee will
distribute such excess to SierraCities.com. Any amount remaining on deposit in
the Capitalized Interest Account on the Payment Date immediately following the
end of the Pre-Funding Period (after taking into account any transfer to be made
from the Capitalized Interest Account into the Collection Account on such
Payment Date) shall be released by the Indenture Trustee to SierraCities.com,
and the Capitalized Interest Account shall thereafter be closed.

                  Section 3.03 Investment of Monies Held in the Accounts;
Subaccounts. (a) The Servicer shall direct the Indenture Trustee in writing
to invest the amounts in each Account in Eligible Investments that mature not
later than the Business Day immediately preceding the next Payment Date
following the investment of such amounts. Eligible Investments shall not be sold
or disposed of prior to their maturities. Except as otherwise specified in the
Transaction Documents, the Trust Certificate Holder shall be entitled to the
Investment Earnings on amounts held in the Accounts as earned. In the absence of
any direction from the Servicer, amounts on deposit in each Account shall be
invested in money market funds as described in clause (a)(iv) in the definition
of "Eligible Investments" in Annex A hereto.

                  (b) The Indenture Trustee and the Servicer may, from time to
time and in connection with the administration of any Account, establish and
maintain with the Indenture Trustee one or more sub-accounts of any of the
Accounts, as the Indenture Trustee and/or the Servicer may consider useful.

                  Section 3.04 Reserve Account. (a) The Servicer shall
establish and maintain with the Indenture Trustee an Eligible Bank Account (the
"Reserve Account") for the benefit of the Noteholders as an Eligible Bank
Account, in the name of "First Sierra Healthcare Equipment Contract Backed Notes
2000-1 Reserve Account, in trust for the registered holders of Healthcare
Equipment Contract Backed Notes, Series 2000-1." At the Servicer's written
direction, the Indenture Trustee shall make withdrawals from the Reserve Account
only as provided in this Indenture. The Indenture Trustee shall possess all
right, title and interest in all funds on deposit from time to time in the
Reserve Account and all proceeds thereof. The Reserve Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders.

                  (b) On the Closing Date and on each Subsequent Transfer Date,
the Indenture Trustee shall deposit the amount necessary so that the Requisite
Amount is on deposit in the Reserve Account from the proceeds of the sale of the
Notes or from amounts released from the Pre-Funding Account on the related
Subsequent Transfer Date. Amounts on deposit in the Reserve Account shall be
invested in accordance with Section 3.03 hereof and the net income from such
investment shall be deposited into the Reserve Account.


                                       8
<PAGE>   15


                  (c) On or prior to each Payment Date, the Indenture Trustee
shall withdraw from the Reserve Account the amount indicated on the Monthly
Statement for the related Collection Period, equal to the lesser of (x) the
amount then on deposit in the Reserve Account and (y) the aggregate of all
Source Repurchase Prices for all Contracts which are required to be repurchased
pursuant to the Source Agreement during the related Collection Period, less any
amount received from the Source or from the Guarantor with respect to such
Contracts during the related Collection Period. All amounts withdrawn from the
Reserve Account to repurchase Contracts shall be deposited into the Collection
Account for distribution in accordance with the priorities set forth in Section
3.05(b) hereof.

                  (d) Following the payment in full of interest and principal on
the Notes, the Trust Operating Expenses and all fees and expenses payable to the
Servicer and the Trustee pursuant to the terms of the Transaction Documents, all
amounts then remaining on deposit in the Reserve Account shall be distributed at
the written instruction of the Servicer.

                  Section 3.05 Disbursements From Collection Account. (a) On
each Payment Date, the Indenture Trustee shall pay the entire amount of money
then on deposit in the Collection Account with respect to the related Collection
Period, as indicated on the Monthly Statement, as applicable, to the Persons to
which such money is then due, calculated on the basis of and in accordance with
the Monthly Statement for the related Collection Period; provided, however, that
in the event the Servicer fails to deliver a Monthly Statement by a Payment Date
the Indenture Trustee shall, nevertheless, pay interest on each Class of Notes
from the sources of funding set forth herein, in each case in an amount with
respect to each Class equal to the product of (i) one-twelfth, (ii) the related
Note Rate and (iii) the related Note Principal Balance, as reflected on the
Monthly Statement most recently delivered by the Servicer (net of any principal
payments in respect thereof on the immediately preceding Payment Date).

                  (b) On each Payment Date, the Indenture Trustee shall pay such
money to the following Persons, in the following order of priority, without
duplication:

                           (i) To SierraCities.com by wire transfer of
         immediately available funds, the aggregate amount of any Initial Unpaid
         Amounts and Servicing Charges inadvertently deposited in the Collection
         Account;

                           (ii) From the amount then remaining in the Collection
         Account, to any party entitled thereto, by check, any indemnity
         payments paid pursuant to any Contract, to the extent that such amounts
         are inadvertently deposited in the Collection Account;

                           (iii) From the Available Funds then remaining in the
         Collection Account, to the Servicer by wire transfer to the account
         designated in writing by the Servicer of immediately available funds,
         the aggregate amount of the following:

                                    (A) An amount equal to the unreimbursed
                  Servicer Advances (other than Servicer Advances for the
                  current Collection Period); and

                                    (B) An amount equal to the Servicer Fee
                  owing on such Payment Date, plus any unpaid Servicer Fee owing
                  from prior Collection Periods;


                                       9
<PAGE>   16


                           (iv) From the Available Funds then remaining in the
         Collection Account, to the Indenture Trustee by wire transfer to the
         account designated in writing by the Indenture Trustee, an amount equal
         to the Indenture Trustee Fees owing on such Payment Date, plus any
         unpaid Indenture Trustee Fees from prior Collection Periods, subject to
         the limitation set forth in Section 7.07 (a)(i) hereof;

                           (v) From the Available Funds then remaining in the
         Collection Account, to the Indenture Trustee by wire transfer to the
         account designated in writing by the Indenture Trustee, an amount equal
         to the reimbursable expenses due and unpaid to the Indenture Trustee in
         accordance with and subject to Section 7.07(a)(ii) hereof;

                           (vi) From the Available Funds then remaining in the
         Collection Account and from amounts, if any, transferred, from the
         Supplemental Interest Reserve Account with respect to such Payment
         Date, to the Class A-1 Noteholders, the Class A-1 Note Interest for the
         related Collection Period and to the Class A-2 Noteholders, the Class
         A-2 Note Interest for the related Collection Period, pari passu;

                           (vii) From the Available Funds then remaining in the
         Collection Account and from amounts, if any, transferred, from the
         Supplemental Interest Reserve Account with respect to such Payment Date
         to the Class B Noteholders an amount equal to the Class B Note Interest
         for the related Collection Period;

                           (viii) From the Available Funds then remaining in the
         Collection Account and on any Class A Maturity Date from amounts,
         transferred, from the Supplemental Interest Reserve Account with
         respect to such Payment Date, first until the Class A-1 Note Principal
         Balance has been reduced to zero, to the Class A-1 Noteholders, the
         Class A Principal Payment Amount for such Payment Date and second,
         after the Class A-1 Note Principal Balance has been reduced to zero, to
         the Class A-2 Noteholders, the Class A Principal Payment Amount until
         the Class A-2 Note Principal Balance has been reduced to zero;

                           (ix) From the Available Funds then remaining in the
         Collection Account and on the Class B Maturity Date from amounts,
         transferred, from the Supplemental Interest Reserve Account with
         respect to such Payment Date, until the Class B Note Principal Balance
         has been reduced to zero, to the Class B Noteholders, the Class B
         Principal Payment Amount for such Payment Date;

                           (x) From the Available Funds remaining in the
         Collection Account, to the Supplemental Interest Reserve Account, the
         amount necessary to maintain the amount on deposit therein at the
         Supplemental Interest Required Amount for such Payment Date;

                           (xi) From the Available Funds then remaining in the
         Collection Account, to the Indenture Trustee, the Indenture Trustee
         Expenses then due together with any Indenture Trustee Expenses from
         prior Collection Periods, in excess of the $75,000 limitation set forth
         in Section 7.07(a)(ii) hereof, and


                                       10
<PAGE>   17


                           (xii) From the Available Funds then remaining in the
         Collection Account, to the Trust Certificate Holder, any remaining
         amounts.

                  (c) All payments to Noteholders shall be made on each Payment
Date to each Noteholder of record on the related Record Date by check, or, if
requested by such Noteholder, by wire transfer to the account designated in
writing in the form of Exhibit B hereto (or such other account as the Noteholder
may designate in writing) delivered to the Indenture Trustee on or prior to the
related Determination Date, in immediately available funds, in amounts equal to
such Noteholder's pro rata share (based on the aggregate Class A Percentage
Interest in the case of the Class A Noteholders and the Class B Percentage
Interest in the case of the Class B Noteholders) of such payment.

                  Section 3.06 Statements to Noteholders. (a) If the Servicer
has delivered the Monthly Statement on the preceding Determination Date, then on
each Payment Date, the Servicer will forward such Monthly Statement to the
Indenture Trustee. Not later than two Business Days prior to such Payment Date,
the Indenture Trustee will mail to the Rating Agencies a statement (which
statement will be prepared by the Servicer furnished to the Indenture Trustee in
the Monthly Statement delivered pursuant to Section 4.07 of the Servicing
Agreement or otherwise pursuant to this Indenture), setting forth the following
information (per $1,000 of the Initial Class A Note Principal Amount or the
Initial Class B Note Principal Amount (as the case may be) as to (i) and (ii)
below):

                           (i) With respect to a statement to a Class A
         Noteholder or a Class B Noteholder, the amount of such payment
         allocable to such Noteholder's Percentage Interest of the Class A
         Principal Payment Amount or Class B Principal Payment Amount, as
         applicable;

                           (ii) With respect to a statement to a Noteholder, the
         amount of such payment allocable to such Noteholder's Percentage
         Interest of Class A-1, Class A-2, or Class B Note Interest, as
         applicable;

                           (iii) The aggregate amount of fees and compensation
         received by the Servicer pursuant to Section 3.05 hereof for the
         Collection Period;

                           (iv) The aggregate Class A Note Principal Balance
         (and, individually, the Class A-1 Note Principal Balance and the Class
         A-2 Note Principal Balance), the aggregate Class B Note Principal
         Balance, the Class A Percentage, the Class B Percentage, the Class A
         Note Factor, the Class B Note Factor, the Pool Factor and the Aggregate
         Discounted Contract Balance, after taking into account all
         distributions made on such Payment Date;

                           (v) The total unreimbursed Servicer Advances with
         respect to the related Collection Period;

                           (vi) The amount of Defaulted Contract Recoveries for
         the related Collection Period and the Aggregate Discounted Contract
         Balances for all Contracts that became Defaulted Contracts during the
         related Collection Period;


                                       11
<PAGE>   18


                           (vii) The total number of Contracts and the Aggregate
         Discounted Contract Balances thereof, together with the number and
         Aggregate Discounted Contract Balances of all Contracts as to which the
         Obligors, as of the related Calculation Date, have missed one, two,
         three or four Scheduled Payments (including Final Scheduled Payments),
         and Delinquent Contracts reconveyed; and

                           (viii) The amount on deposit in the Pre-Funding
         Account, the Capitalized Interest Account, the Reserve Account, the
         Supplemental Interest Reserve Account and the Letter of Credit Deposit
         Account, in each case after giving effect to all deposits and
         withdrawals from such accounts on the related Payment Date.

                  (b) By January 31 of each calendar year, commencing January
31, 2001, or as otherwise required by applicable law, the Indenture Trustee
shall furnish to each Person who at any time during the immediately preceding
calendar year was a Noteholder a statement prepared by the Servicer, and
delivered to the Indenture Trustee, containing the applicable aggregate amounts
distributed with respect to such Noteholder hereof for such calendar year or, in
the event such Person was a Noteholder during a portion of such calendar year,
for the applicable portion of such year, for the purposes of such Noteholder's
preparation of federal income tax returns. In addition to the foregoing the
Servicer and the Indenture Trustee (to the extent the Servicer has provided the
necessary information to the Indenture Trustee) shall make available to
Noteholders any other information provided to the Servicer or the Indenture
Trustee or otherwise in the Indenture Trustee's possession reasonably requested
by Noteholders in connection with tax matters, in accordance with the written
directions of the Servicer.

                  (c) [Reserved]

                  (d) The Indenture Trustee shall promptly send to each
Noteholder and to the Rating Agencies in writing:

                           (i) Notice of any breach by SierraCities.com, the
         Depositor, the Trust, any Seller or the Servicer of any of their
         respective representations, warranties and covenants made herein, the
         Servicing Agreement or in the Receivables Transfer Agreement.

                           (ii) A copy of each Servicer quarterly compliance
         statement delivered to the Indenture Trustee pursuant to Section 4.09
         of the Servicing Agreement;

                           (iii) Notice of any breach by the Indenture Trustee
         of its representations and warranties set forth in Section 7.17 hereof
         of which a Responsible Officer has actual knowledge;

                           (iv) Notice of the occurrence of any Event of Default
         (which shall also be given to the Rating Agencies);

                           (v) Notice of any Event of Servicing Termination, or
         any other default under any of the Transaction Documents; and

                           (vi) Notice of the resignation or removal of the
         Indenture Trustee.


                                       12
<PAGE>   19


                  Section 3.07 Compliance With Withholding Requirements.
Notwithstanding any other provisions of this Indenture, the Indenture Trustee,
as paying agent for and on behalf of, and at the direction of the Servicer,
shall comply with all federal withholding requirements respecting payments (or
advances thereof) to Noteholders as may be applicable to instruments
constituting indebtedness for federal income tax purposes. Any amounts so
withheld shall be treated as having been paid to the related Noteholder for all
purposes of this Indenture. In no event shall the consent of Noteholders be
required for any withholding.

                  Section 3.08 Letters of Credit; Letter of Credit Deposit
Account. (a) The Servicer shall establish and maintain with the Indenture
Trustee an Eligible Bank Account (the "Letter of Credit Deposit Account") for
the benefit of the Noteholders as an Eligible Bank Account, in the name of
"First Sierra Healthcare Equipment Contract Backed Notes 2000-1 Letter of Credit
Deposit Account, in trust for the registered holders of Healthcare Equipment
Contract Backed Notes, Series 2000-1." At the Servicer's written direction, the
Indenture Trustee shall make withdrawals from the Letter of Credit Deposit
Account only as provided in this Indenture. The Indenture Trustee shall possess
all right, title and interest in all funds on deposit from time to time in the
Letter of Credit Deposit Account and all proceeds thereof. The Letter of Credit
Deposit Account shall be under the sole dominion and control of the Indenture
Trustee for the benefit of the Noteholders. Amounts on deposit in the Letter of
Credit Deposit Account shall be invested in accordance with Section 3.03 hereof.
Any net income from such investment shall be deposited into the Letter of Credit
Deposit Account.

                  (b) Upon the receipt of written notice from the Servicer, any
Rating Agency, the Trust, the Depositor or the Owner Trustee of the occurrence
of a Letter of Credit Draw Event with respect to one or both of the Letters of
Credit which notice shall specify which Letter of Credit Draw Event has
occurred, or in the event that a Responsible Officer of the Indenture Trustee
obtains actual knowledge that a Letter of Credit Draw Event has occurred, the
Indenture Trustee shall execute a Drawing Certificate and submit such Drawing
Certificate to the related Letter of Credit Confirming Bank as a claim for a
draw in the full amount of the related Letter of Credit (such amount, the
"Letter of Credit Draw"). Upon receipt of Letter of Credit Drawings from a
Letter of Credit Confirming Bank, the Indenture Trustee shall immediately
deposit such Letter of Credit Draw into the Letter of Credit Deposit Account.

                  (c) On or prior to each Payment Date, the Indenture Trustee
shall withdraw from the Letter of Credit Deposit Account the amount indicated on
the Monthly Statement for the related Collection Period, equal to the lesser of
(x) the amount then on deposit in the Letter of Credit Deposit Account and (y)
the sum of (i) the aggregate of all Source Purchase Prices for all Contracts
which have been defaulted during the related Collection Period, less (ii) any
amount received from the Source or from the Guarantor with respect to such
Contracts during the related Collection Period and less (iii) any amount
withdrawn from the Reserve Account with respect to such Contracts during the
related Collection Period. All amounts withdrawn from the Letter of Credit
Deposit Account to repurchase Contracts shall be deposited into the Collection
Account for distribution in accordance with the priorities set forth in Section
3.05(b) hereof.

                  (d) Following the payment in full of interest and principal on
the Notes, the Trust Operating Expenses and all fees and expenses payable to the
Servicer and the Trustee


                                       13
<PAGE>   20


pursuant to the terms of the Transaction Documents, all amounts then remaining
on deposit in the Letter of Credit Deposit Account shall be distributed at the
written instruction of the Servicer.

                  Section 3.09 Supplemental Interest Reserve Account.

                  (a) The Servicer shall establish and maintain with the
Indenture Trustee an Eligible Bank Account (the "Supplemental Interest Reserve
Account") for the benefit of the Noteholders as an Eligible Bank Account, in the
name of "First Sierra Healthcare Equipment Contract Backed Notes 2000-1
Supplemental Interest Reserve Account, in trust for the registered holders of
Healthcare Equipment Contract Backed Notes, Series 2000-1." At the Servicer's
written direction, the Indenture Trustee shall make withdrawals from the
Supplemental Interest Reserve Account only as provided in this Indenture. The
Indenture Trustee shall possess all right, title and interest in all funds on
deposit from time to time in the Supplemental Interest Reserve Account and all
proceeds thereof. The Supplemental Interest Reserve Account shall be under the
sole dominion and control of the Indenture Trustee for the benefit of the
Noteholders.

                  (b) On each Payment Date prior to the first Payment Date on
which the amount on deposit in the Supplemental Interest Reserve Account equals
the Supplemental Interest Required Amount, the Indenture Trustee, in accordance
with the distributions set forth in Section 3.05(b) herein, shall deposit all
Available Funds remaining in the Collection Account on such Payment Date after
making the distributions pursuant to Section 3.05(b)(i) through (ix) hereof into
the Supplemental Interest Reserve Account until the amount on deposit therein is
equal to the Supplemental Interest Required Amount. After the first Payment Date
on which amounts on deposit in the Supplemental Interest Reserve Account are
equal to the Supplemental Interest Required Amount, Available Funds shall no
longer be deposited therein. Amounts on deposit in the Supplemental Interest
Reserve Account shall be invested in accordance with Section 3.03 hereof and the
net income from such investment shall be deposited into the Supplemental
Interest Reserve Account for application on future Payment Dates.

                  (c) On each Payment Date, to the extent that the related
Monthly Statement discloses that Available Funds for such Payment Date are not
sufficient to make distributions of (i) Note Interest on such Payment Date (ii)
on a Class A Maturity Date, the amount necessary to reduce the Note Principal
Balance of the related Class A Note, to zero and (iii) on the Class B Maturity
Date, the amount necessary to reduce the Class B Note Principal Balance to zero,
the Indenture Trustee shall withdraw from Supplemental Interest Reserve Account,
to the extent necessary, the amounts, if any, necessary to fund such
deficiencies and shall distribute such amounts in the priorities set forth in
Section 3.05(b) hereof.

                  (d) Following the payment in full of interest and principal on
the Notes, all amounts then remaining on deposit in the Supplemental Interest
Reserve Account shall be distributed at the instruction of the Servicer.


                                       14
<PAGE>   21


                                   ARTICLE IV.

                               REMOVAL OF PLEDGED
                       PROPERTY; SUBSTITUTION OF CONTRACTS

                  Section 4.01 Removal of Non-Conforming Pledged Property. (a)
Upon discovery by the Trust, the Servicer or in the case of the Indenture
Trustee, upon actual knowledge of a Responsible Officer of the Indenture
Trustee, of a breach of any of the representations or warranties set forth in
Section 2.02 of the Servicing Agreement that materially and adversely affects
any Contract, the related Equipment or the related Contract File, as the case
may be, or if the Servicer fails to cause delivery of evidence of filing or
copies of any UCC financing statement in accordance with the Servicing Agreement
(any such event, a "Warranty Event"), the party (including any such successor or
assign) discovering such breach shall give prompt written notice to the other
parties. As of the last day of the calendar month following the month of its
discovery or its receipt of notice of breach (or, at SierraCities.com's
election, any earlier date), SierraCities.com shall deposit (or cause to be
deposited) to the Collection Account the Repurchase Amount with respect to such
Contract or replace such contract with a Substitute Contract pursuant to Section
4.02 hereof. Any such nonconforming Contract so removed shall not be deemed to
be a Defaulted Contract for purposes of this Article IV.

                  (b) The obligation of SierraCities.com to remove any Pledged
Property from the Trust and to remit the Repurchase Amount or substitute a
Substitute Contract, as appropriate, with respect to the related Contract as to
which a breach has occurred and is continuing shall constitute the sole remedy
against SierraCities.com for such breach available to the Indenture Trustee and
the Noteholders, except to the extent that such breach is the result of any
fraud or willful misconduct on the part of SierraCities.com.

                  (c) Upon the removal of a Contract and the related Equipment
and the payment of the related Repurchase Amount as described above, the
security interest of the Indenture Trustee in such replaced Contract, the
related Equipment and all proceeds thereon shall be terminated and the replaced
Contract and the related Equipment shall be released to the Trust.

                  Section 4.02 Substitution of Contracts. (a) Subject to the
provisions of Sections 4.02(b) through (d) hereof, SierraCities.com, upon notice
from the Servicer, may substitute one or more Contracts (each a "Substitute
Contract") and transfer all of its right, title and interest in the Substitute
Conveyed Assets for and replace any Contract and terminate the security interest
in the related Equipment that (i) becomes a Delinquent Contract, Defaulted
Contract or an Early Termination Contract or (ii) is the subject of a
Prepayment, a Casualty Loss or a Warranty Event.

                  (b) Each Substitute Contract shall be a Contract with respect
to which all of the representations and warranties set forth in Section 2.02 of
the Servicing Agreement were true as of the related Substitute Cut-Off Date.

                  (c) Any substitution of a Contract pursuant to this Section
4.02 will be effected by (i) delivery to the Trustee of the Contract File for
each such Substitute Contract, (ii)


                                       15
<PAGE>   22


the filing of any UCC financing statements in accordance with the Filing
Requirements necessary to perfect the interest of the Indenture Trustee in the
Substitute Contract, (iii) delivery to the Indenture Trustee of the List of
Substitute Contracts reflecting the substitution, and (iv) delivering to the
Indenture Trustee a release request, in form and substance acceptable to the
Indenture Trustee, with respect to the Contract being replaced and the
originally executed trust receipt relating thereto.

                  (d) No such substitution under this Section 4.02 shall be
permitted on any Substitute Transfer Date if:

                           (i) on a cumulative basis from the related Cut-Off
         Date, the sum of the Aggregate Discounted Contract Balances (as of the
         related Substitute Cut-Off Date) of such Substitute Contracts would
         equal or exceed ten percent (10%) of the sum of the Aggregate
         Discounted Contract Balance of all Contracts as of the related Cut-Off
         Dates;

                           (ii) as of the related Substitute Cut-Off Date, the
         Substitute Contracts then being transferred have a Discounted Contract
         Balance less than the Discounted Contract Balance of the Contracts
         being replaced or have a maturity date later than the latest maturity
         date of any Contract then held by the Trust; and

                           (iii) as a result thereof, (x) the sum of the
         Scheduled Payments on all Contracts due in any Collection Period
         thereafter would be less than or increase the amount by which it is
         less than (y) the sum of the Scheduled Payments which would otherwise
         be due in such Collection Period.

                  For purposes of determining compliance with clause (ii), if
more than one Substitute Contract is being provided on any date, the Discounted
Contract Balance of the Substitute Contracts and the Contracts being replaced
shall be determined on an aggregate basis.

                  (e) Upon the replacement of a Contract and the related
Equipment with a Substitute Contract as described above, the security interest
of the Indenture Trustee in such replaced Contract, the related Equipment and
all proceeds thereon shall be terminated and the replaced Contract and the
related Equipment shall be transferred to the Trust and to SierraCities.com.

                  Section 4.03 Removal of Pledged Property Following Enforcement
of Source Agreement Rights. (a) In the event that a Contract is repurchased
due to enforcement of the Source Agreement Rights by the Servicer pursuant to
the terms of the Servicing Agreement, upon the deposit of the related Source
Repurchase Price to the Collection Account (either directly by the Servicer
through enforcement of the Source's obligations under Source Agreement, or the
Guarantor's obligations under the Guaranty, through a withdrawal from the
Reserve Account or through a withdrawal from the Letter of Credit Deposit
Account, the related Contract shall be removed from Pledged Property. Any such
Contract so removed shall not be deemed to be a Defaulted Contract for purposes
of this Article IV.

                  (b) Upon the removal of a Contract and the related Equipment
and the deposit of amounts to the Collection Account as described above, the
security interest of the Indenture


                                       16
<PAGE>   23


Trustee in such removed Contract, the related Equipment and all proceeds thereon
shall be terminated and the removed Contract and the related Equipment shall be
released to the Trust.

                  Section 4.04 Release of Pledged Property. (a) The Indenture
Trustee, when required by the Trust and the provisions of this Indenture, shall
execute instruments provided to it in order to release property from the lien of
this Indenture in a manner and under circumstances that are not inconsistent
with the provisions of this Indenture and the Servicing Agreement. No party
relying upon an instrument executed by the Indenture Trustee as provided in this
Article IV 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 the Indenture Trustee have each been paid,
release any remaining portion of the Pledged Property that secured the Note from
the lien of this Indenture and release to the Trust or any other Person entitled
thereto any funds then on deposit in the Collection Account or any subaccounts
thereof as may have been established pursuant to Sections 3.01 and 3.02. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section 4.04(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 10.05 hereof.

                                   ARTICLE V.

                                    THE NOTES

                  Section 5.01 The Notes. (a) The Class A Notes will be issued
in denominations of $1,000 and multiples of $1,000 in excess thereof (with the
exception of one Note of each class which will be issued in an odd amount) of
the Initial Class A-1 Note Principal Balance, the Initial Class A-2 Note
Principal Balance, and the Class B Notes will be issued in denominations of
$1,000,000 and $1,000 increments above $1,000,000 of the Initial Class B Note
Principal Balance. Each Note shall represent a validly issued and binding
obligation of the Trust, but only if such Note has been executed on behalf of
the Trust by a Responsible Officer of the Owner Trustee by manual signature, and
authenticated on behalf of the Indenture Trustee by a Responsible Officer of the
Indenture Trustee by manual signature. Each Note bearing the manual signatures
of individuals who were, at the time when such signatures were affixed,
authorized to sign on behalf of the Trust shall be valid and binding
obligations, notwithstanding that such individuals or any of them have ceased to
be so authorized prior to the authentication and delivery of such Note or did
not hold such offices at the date of such Note. No Note shall be entitled to any
benefit under this Indenture, or be valid for any purpose, unless there appears
on such Note a certificate of authentication substantially in the form set forth
in the form of the Notes of the related Class, each attached as Exhibits hereto,
signed by the Indenture Trustee by manual signature, and such signature upon any
Note shall be conclusive evidence, and the only evidence, that such Note has
been duly authenticated and delivered hereunder. All Class A-1 Notes and Class
A-2 Notes shall be substantially in the forms set forth in Exhibits C-1 and C-2
hereto, respectively, all Class B Notes shall be substantially in the form set
forth in Exhibit D-1 hereto. Each Note shall be dated the date of its
authentication. Neither the Notes nor the


                                       17
<PAGE>   24


Contracts are insured by the Federal Deposit Insurance Corporation or any other
governmental agency.

                  (b) It is intended that the Notes be registered so as to
participate in a global book-entry system with the Trust, as set forth herein.
The Notes shall, except as otherwise provided in the next paragraph, be
initially issued in the form of a single fully registered Class A-1 Note, Class
A-2 Note, and Class B Note, each with a denomination equal to the Initial Class
A-1 Note Principal Balance, the Initial Class A-2 Note Principal Balance, and
the Initial Class B Note Principal Balance, respectively. Upon initial issuance,
the ownership of each such Note shall be registered in the Register in the name
of Cede & Co., or any successor thereto, as nominee for the Trustee.

                  The Trust and the Indenture Trustee are hereby authorized to
execute and deliver the Representation Letter with the Depository.

                  With respect to Notes registered in the Register in the name
of Cede & Co., as nominee of the Depository, the Trust and the Indenture Trustee
shall have no responsibility or obligation to Direct or Indirect Participants or
beneficial owners for which the Depository holds Notes from time to time as a
trustee. Without limiting the immediately preceding sentence, the Trust, the
Servicer and the Indenture Trustee shall have no responsibility or obligation
with respect to (i) the accuracy of the records of the Depository, Cede & Co.,
or any Direct or Indirect Participant with respect to any ownership interest in
any Note, (ii) the delivery to any Direct or Indirect Participant or any other
Person, other than a Noteholder, of any notice with respect to the Notes or
(iii) the payment to any Direct or Indirect Participant or any other Person,
other than a Noteholder, of any amount with respect to any distribution of
principal or interest on the Notes. No Person other than a Noteholder shall
receive a certificate evidencing such Note.

                  Upon delivery by the Depository to the Indenture Trustee of
written notice to the effect that the Depository has determined to substitute a
new nominee in place of Cede & Co., and subject to the provisions hereof with
respect to the payment of interest by the mailing of checks or drafts to the
Noteholders appearing as Noteholders at the close of business on a Record Date,
the name "Cede & Co." in this Indenture shall refer to such new nominee of the
Depository.

                  (c) In the event that (i) the Depository or the Servicer
advises the Indenture Trustee in writing that the Depository is no longer
willing or able to discharge properly its responsibilities as nominee and
depository with respect to the Notes and the Servicer or the Depository is
unable to locate a qualified successor or (ii) the Indenture Trustee at its sole
option elects to terminate the book-entry system through the Depository, the
Notes shall no longer be restricted to being registered in the Register in the
name of Cede & Co. (or a successor nominee) as nominee of the Depository. At
that time, the Servicer may determine that the Notes shall be registered in the
name of and deposited with a successor depository operating a global book-entry
system, as may be acceptable to the Servicer, or such depository's agent or
designee but, if the Servicer does not select such alternative global book-entry
system, then the Notes may be registered in whatever name or names Noteholders
transferring Notes shall designate, in accordance with the provisions hereof;
provided, however, that any such registration shall be at the expense of the
Servicer.


                                       18
<PAGE>   25


                  (d) Notwithstanding any other provision of this Indenture to
the contrary, so long as any Note is registered in the name of Cede & Co., as
nominee of the Depository, all distributions of principal or interest on such
Notes, as the case may be, and all notices with respect to such Notes, as the
case may be, shall be made and given, respectively, in the manner provided in
the Representation Letter.

                  In the event any Notes are issued in book-entry form with the
Depository: (i) the Indenture Trustee may deal with the Depository as the
authorized representative of the Noteholders; (ii) the rights of the Noteholders
shall be exercised only through the Depository and shall be limited to those
established by law and agreement between the Noteholders and the Depository;
(iii) the Depository will make book-entry transfers among the direct
participants of the Depository and will receive and transmit distributions of
principal and interest on the Notes to such direct participants; and (iv) the
direct participants of the Depository shall have no rights under this Indenture
under or with respect to any of the Notes held on their behalf by the
Depository, and the Depository may be treated by the Indenture Trustee and its
agents, employees, officers and directors as the absolute owner of the Notes for
all purposes whatsoever.

                  Section 5.02 Initial Issuance of Notes. The Indenture Trustee
shall, upon the written instruction of the Trust, in exchange for the Pledged
Property, authenticate and deliver the Class A Notes and the Class B Notes
executed by the Trust in authorized denominations equaling in the aggregate the
Initial Class A Note Principal Balance and the Initial Class B Note Principal
Balance.

                  Section 5.03 Registration of Transfer and Exchange of Notes.
(a) The Indenture Trustee, as initial Note Registrar, shall maintain, or cause
to be maintained, at the Corporate Trust Office, a register (the "Register") in
which the Indenture Trustee shall provide for the registration of Notes and of
transfers and exchanges of Notes as herein provided. All Notes shall be so
registered.

                  (b) Upon surrender for registration of transfer of any Note at
the Corporate Trust Office, the Trust shall execute, and the Indenture Trustee
shall authenticate and deliver, in the name of the designated transferee or
transferees, one or more new Notes in authorized denominations of the same
class, of a like aggregate Class A-1 Percentage Interest, Class A-2 Percentage
Interest, and Class B Percentage Interest, as the case may be, dated the date of
such authentication.

                  (c) At the option of a Noteholder, Notes may be exchanged for
other Notes of the same class (of authorized denominations in the case of Class
A Notes and Class B Notes) of a like aggregate Class A-1 Percentage Interest,
Class A-2 Percentage Interest, and Class B Percentage Interest, as the case may
be, upon surrender of the Notes to be exchanged at any such office or agency.
Whenever any Notes are so surrendered for exchange, the Trust shall execute, and
the Indenture Trustee shall authenticate and deliver the Notes that the
Noteholder making the exchange is entitled to receive.

                  (d) No service charge shall be made for any registration of
transfer of any Note or for the exchange of any Note, but the Indenture Trustee
may require payment of a sum


                                       19
<PAGE>   26


sufficient to cover any tax or governmental charge that may be imposed in
connection with any transfer of any Note or exchange of any Note.

                  (e) All Notes surrendered for registration of transfer and all
Notes surrendered for exchange shall be delivered to the Indenture Trustee and
cancelled and subsequently destroyed by the Indenture Trustee in accordance with
its customary practices in effect from time to time.

                  (f) The Note Registrar shall not register the transfer of any
Note (other than the transfer of a Note to the nominee of the Depository or a
successor depository) unless the transferee has executed and delivered to the
Indenture Trustee a certification to the effect that either (i) the transferee
is not (A) an employee benefit plan (as defined in Section 3(3) of ERISA) that
is subject to the provisions of Title I of ERISA or (B) a plan (as defined in
Section 4975(e)(1) of the Code) that is subject to Section 4975 of the Code
(each of the foregoing, a "Benefit Plan"), and is not acting on behalf of or
investing the assets of a Benefit Plan, or (ii) that the transferee's
acquisition and continued holding of the Note will be entitled to exemptive
relief pursuant to a U.S. Department of Labor prohibited transaction class
exemption. Each transferee of a beneficial interest in a Note that is registered
in the name of, and deposited with, a depository operating a global book-entry
system shall be deemed to make one of the foregoing representations.

                  Section 5.04 Mutilated, Destroyed, Lost or Stolen Notes. If
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 (a) there is delivered to the Trust, the Owner Trustee, the
Servicer and the Indenture Trustee such security or indemnity satisfactory to
each of them as may be required by them to save each of them harmless, then, in
the absence of notice to the Indenture Trustee that any such Note has been
acquired by a bona fide purchaser, the Trust shall execute and the Indenture
Trustee shall authenticate and deliver in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note a new Note of like Class and
Percentage Interest. In connection with the issuance of any new Note under this
Section 5.04, the Indenture Trustee may require the payment by the Noteholder of
a sum sufficient to cover any tax or other governmental charge that may be
imposed in relation thereto. Any other expenses (including the fees and expenses
of the Indenture Trustee) in connection therewith shall be paid by the Servicer.
Any duplicate Note issued pursuant to this Section 5.04 shall constitute a Note
duly issued by the Trust, as if originally issued, whether or not the lost,
stolen or destroyed Note shall be found at any time.

                  Section 5.05 Persons Deemed Owners. The Indenture Trustee may
treat the Person in whose name any Note is registered as the owner of such Note
for the purpose of receiving distributions pursuant to Section 3.05 hereof and
for all other purposes whatsoever, and the Indenture Trustee shall not be
affected by any notice to the contrary.

                  Section 5.06 Access to List of Noteholders' Names and
Addresses. (a) The Indenture Trustee will furnish or cause to be furnished to
the Servicer within 15 days after receipt by the Indenture Trustee of a request
therefor from the Servicer in writing, a list of the names and addresses of the
Noteholders as of the most recent Record Date. If one or more Noteholders
representing a Class A Percentage Interest or a Class B Percentage Interest of
not


                                       20
<PAGE>   27


less than 25% (an "Applicant") shall apply in writing to the Indenture Trustee,
and such application shall state that the Applicant desires to communicate with
other Noteholders with respect to its rights under this Indenture or under the
Notes, then the Indenture Trustee shall, within five Business Days after the
receipt of such application, send such notice to the current list of
Noteholders. Every Noteholder, by receiving and holding a Note, agrees with the
Trust, the Owner Trustee, the Servicer and the Indenture Trustee that none of
the Trust, the Owner Trustee, the Servicer nor the Indenture Trustee shall be
held accountable by reason of the disclosure of any such information, regardless
of the source from which such information was derived.

                  Section 5.07 Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by an agent duly appointed in writing, and, except
as herein otherwise expressly provided, such action shall become effective when
such instrument or instruments are delivered to the Indenture Trustee and, where
required, to the Trust or the Servicer. 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 7.01 hereof) conclusive in
favor of the Indenture Trustee, the Trust, SierraCities.com and the Servicer, if
made in the manner provided in this Section 5.07.

                  (b) The fact and date of the execution by any Noteholder of
any such instrument or writing may be proven in any reasonable manner which the
Indenture Trustee deems sufficient.

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

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other act by a Noteholder shall bind every holder of every
Note issued upon the registration of transfer thereof or in exchange therefor or
in lieu thereof, in respect of anything done or omitted to be done by the
Indenture Trustee, the Owner Trustee, the Trust or the Servicer in reliance
thereon, whether or not notation of such action is made upon such Note.

                  Section 5.08 No Proceedings. By its acceptance of a Note, each
Noteholder shall be deemed to have agreed that it will not directly or
indirectly institute, or cause to be instituted, against the Trust Certificate
Holder or the Trust any bankruptcy or insolvency proceeding so long as there
shall not have elapsed one year plus one day since the maturity date of the
latest maturing securities of the Trust.

                                   ARTICLE VI.

                                    THE TRUST

                  Section 6.01 Liability of the Trust. The Trust shall be liable
for payments in respect of the Notes in accordance herewith only to the extent
of the obligations specifically undertaken by the Trust herein.


                                       21
<PAGE>   28


                  Section 6.02 Limitation on Liability of the Trust. Neither the
Owner Trustee nor the directors, officers, employees or agents of the Trust or
the Owner Trustee shall be under any liability to the Indenture Trustee, the
Noteholders, SierraCities.com, the Servicer, the Trust Certificate Holder or any
other Person hereunder or pursuant to any document delivered hereunder, it being
expressly understood that all such liability is expressly waived and released as
a condition of, and as consideration for, the Trust's execution and delivery of
this Indenture and the issuance of the Notes. The Trust shall not be under any
liability to the Indenture Trustee, the Noteholders, SierraCities.com, the
Servicer, the Trust Certificate Holder or any other Person for any action taken
or for refraining from the taking of any action in its capacity as Trust
pursuant to this Indenture whether arising from express or implied duties under
this Indenture; provided, however, that this provision shall not protect the
Trust against any liability which would otherwise be imposed by reason of
willful misfeasance, bad faith, misrepresentation or gross negligence in the
performance of duties or by reason of reckless disregard of obligations and
duties hereunder. The Trust may rely in good faith on any document of any kind
prima facie properly executed and submitted by any other Person respecting any
matters arising hereunder.

                  Section 6.03 Indemnity for Liability Claims. The Trust
Certificate Holder on behalf of the Trust shall be deemed to have agreed to
indemnify, defend and hold harmless the Indenture Trustee (which shall include
any of its directors, employees, officers and agents), the Owner Trustee (which
shall include any of its directors, employees, officers and agents), the
Noteholders against and from any and all costs, expenses, losses, damages,
claims and liabilities arising out of or resulting from the use, repossession or
operation of the Equipment to the extent not covered by the Servicer's indemnity
provided by Section 5.01 of the Servicing Agreement; provided, however, that
such amounts shall be payable solely from amounts payable to the Trust
Certificate Holder pursuant to Section 3.05(b)(xii) hereof.

                  Section 6.04 Liabilities. Notwithstanding any provision of
this Indenture, by entering into this Indenture, the Trust and the Trust
Certificate Holder agrees to be liable, directly to the injured party, for the
entire amount of any losses, claims, damages or liabilities (other than those
losses incurred by a Class A Noteholder or a Class B Noteholder in the capacity
of an investor in the Class A Notes or the Class B Notes) imposed on or asserted
against the Trust or otherwise arising out of or based on the arrangements
created by this Indenture (to the extent of the Trust assets remaining after the
Class A Noteholders and the Class B Noteholders have been paid in full are
insufficient to pay such losses, claims, damages or liabilities).

                  Section 6.05 [Reserved.]

                  Section 6.06. Annual Statement as to Compliance. The Servicer
on behalf of the Trust will deliver to the Indenture Trustee, within 90 days
after the end of each fiscal year of the Trust (commencing with the fiscal year
ended December 31, 2000), and otherwise in compliance with the requirements of
TIA Section 314(a)(4) an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that

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


                                       22
<PAGE>   29


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

                  Section 6.07 Payment of Principal and Interest. The Indenture
Trustee on behalf of the Trust will pay or cause to be duly and punctually paid
the principal of and interest on the Notes in accordance with the terms of the
Notes and this Indenture. Amounts properly withheld under the Code by any Person
from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Trust to such Noteholder for all purposes
of this Indenture.

                  Section 6.08 Maintenance of Office or Agency. The Note
Registrar shall, and the Indenture Trustee, as initial Note Registrar agrees to,
maintain in New York, New York, an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Trust in respect of the Notes and this Indenture may be
served. The Indenture Trustee will give prompt written notice to the Trust of
the location, and of any change in the location, of any such office or agency.

                  Section 6.09 Money for Payments to be Held in Trust. On or
before each Payment Date, the Servicer on behalf of the Trust shall deposit or
cause to be deposited in the Collection Account, but only from the sources
described herein, an aggregate sum sufficient to pay the amounts then becoming
due under the Notes, such sum to be held in trust for the benefit of the Persons
entitled thereto and (unless the paying agent is the Indenture Trustee) shall
promptly notify the Indenture Trustee of its action or failure so to act.

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

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

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

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

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


                                       23
<PAGE>   30


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

                  The Trust may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, 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 a
payment by any paying agent to the Indenture Trustee, such paying agent shall be
released from all further liability with respect to such money.

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

                  Section 6.10 Existence. Except as otherwise permitted by the
provisions of Section 6.13, the Owner Trustee, on behalf of the Trust, will keep
in full effect the Trust's existence, rights and franchises as a common law
trust under the laws of the State of Delaware (unless the Trust becomes, or any
successor Trust hereunder is or becomes, organized under the laws of any other
state or of the United States of America, in which case the Owner Trustee or a
successor Owner Trustee, on behalf of the Trust, will keep in full effect the
Trust's existence, rights and franchises under the laws of such other
jurisdiction) and the Servicer, on behalf of the Trust, will obtain and preserve
the Trust's 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 and each other instrument or
agreement included in the Pledged Property.


                                       24
<PAGE>   31


                  Section 6.11 Protection of Pledged Property. The Trust intends
the security interest granted pursuant to this Indenture in favor of the
Indenture Trustee and the Noteholders, as their interests appear herein, to be
prior to all other liens in respect of the Pledged Property, and the Servicer on
behalf of the Trust shall take all actions necessary to obtain and maintain, in
favor of the Indenture Trustee, for the benefit of the Noteholders, a first lien
on and a first priority, perfected security interest in the Pledged Property.
The Servicer on behalf of the Trust will from time to time prepare (or shall
cause to be prepared), execute and deliver all such supplements and amendments
hereto and all such financing statements, continuation statements, instruments
of further assurance and other instruments, and will take such other action
necessary or advisable to:

                           (i) grant more effectively all or any portion of the
         Pledged Property;

                           (ii) maintain or preserve the lien and security
         interest (and the priority thereof) in favor of the Indenture Trustee
         for the benefit of the Noteholders, created by this Indenture or carry
         out more effectively the purposes hereof;

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

                           (iv) enforce any of the Pledged Property;

                           (v) preserve and defend title to the Pledged Property
         and the rights of the Indenture Trustee in such Pledged Property
         against the claims of all persons and parties; and

                           (vi) pay all taxes or assessments levied or assessed
         upon the Pledged Property when due.

The Trust hereby designates the Indenture Trustee its agent and attorney-in-fact
to execute any financing statement, continuation statement or other instrument
required by the Indenture Trustee pursuant to this Section 6.11.

                  Section 6.12 Performance of Obligations; Servicing of
Receivables. (a) The Trust will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the Pledged Property 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 ordered by any bankruptcy or other court or as expressly provided in
this Indenture, the other Transaction Documents or any other instrument or
agreement.

                  (b) The Trust may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Indenture Trustee in an Officer's Certificate of
the Trust shall be deemed to be action taken by the Trust. Initially, the Trust
has contracted with the Servicer to substantially perform the Trust's duties
under this Indenture, and in such regard, the Trust may rely upon information
provided by


                                       25
<PAGE>   32


the Servicer in connection with any Officer's Certificates of the Trust to be
provided pursuant to this Indenture and any other action to be take by the Trust
pursuant to this Indenture.

                  (c) The Trust will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Pledged
Property, including, but not limited to, preparing (or causing to be prepared)
and filing (or causing to be filed) all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and
the Servicing Agreement in accordance with and within the time periods provided
for herein and therein.

                  (d) If a Responsible Officer of the Owner Trustee shall have
actual knowledge of the occurrence of an Event of Servicing Termination under
the Servicing Agreement, the Trust shall promptly notify the Indenture Trustee
and the Rating Agencies in writing thereof, and shall specify in such notice the
action, if any, the Trust is taking in respect of such default. If an Event of
Servicing Termination shall arise from the failure of the Servicer to perform
any of its duties or obligations under the Servicing Agreement with respect to
the Contracts, the Trust shall take all reasonable steps available to it to
remedy such failure.

                  Section 6.13 Negative Covenants. So long as any Notes are
Outstanding, the Trust shall not:

                           (i) except as expressly permitted by this Indenture
         or the other Transaction Documents, sell, transfer, exchange or
         otherwise dispose of any of the properties or assets of the Trust,
         including those included in the Pledged Property;

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

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

                  Section 6.14 Trust May Consolidate, Etc. Only on Certain
Terms. (a) The Trust shall not consolidate or merge with or into any other
Person, unless:


                                       26
<PAGE>   33


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

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

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

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

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

                           (vi) the Rating Agencies have confirmed that such
         transaction will not result in the reduction or withdrawal of any
         rating on any class of Notes.

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

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


                                       27
<PAGE>   34


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

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

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

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

                           (vi) the Rating Agencies have confirmed that such
         transaction will not result in the reduction or withdrawal of any
         rating on any class of Notes.

                  Section 6.15 Successor or Transferee. (a) Upon any
consolidation or merger of the Trust in accordance with Section 6.14, 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 Trust under this Indenture with the same effect as if such Person had
been named as the Trust herein.

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Trust pursuant to Section 6.14(b), the Trust will be released
from every covenant and agreement of this Indenture to be observed or performed
on the part of the Trust with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that the Trust is to be so
released.

                  Section 6.16 No Other Business. The Trust shall not engage in
any business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other
Transaction Documents and activities incidental thereto.

                  Section 6.17 No Borrowing. The Trust shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted
by or arising under the Transaction Documents. The proceeds of the Notes shall
be used exclusively to fund the Trust's purchase of the Contracts and the other
assets constituting the Pledged Property and to pay the Trust's organizational,
transactional and start-up expenses.


                                       28
<PAGE>   35


                  Section 6.18 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by the Servicing Agreement or this
Indenture, the Trust shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

                  Section 6.19 Capital Expenditures. The Trust shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personal).

                  Section 6.20 Compliance with Laws. The Trust shall comply with
the requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially and adversely affect the ability of
the Trust to perform its obligations under the Notes, this Indenture or any
other Transaction Document.

                  Section 6.21 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Trust will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture and the other Transaction
Documents.

                                  ARTICLE VII.

                              THE INDENTURE TRUSTEE

                  Section 7.01 Duties of Indenture Trustee. (a) The Indenture
Trustee undertakes to perform such duties and only such duties as are
specifically set forth in this Indenture. If an Event of Default of which a
Responsible Officer of the Indenture Trustee shall have actual knowledge has
occurred and has not been cured or waived, the Indenture Trustee shall exercise
such of 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) The Indenture Trustee, upon receipt of all resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Indenture Trustee that are specifically required to
be furnished pursuant to any provision of this Indenture, shall examine them to
determine whether they conform as to form to the requirements of this Indenture.
No acceptance of, or reliance on, any such item by the Indenture Trustee shall
constitute a representation by the Indenture Trustee of the enforceability or
sufficiency of such item.

                  (c) No provision of this Indenture shall be construed to
relieve the Indenture Trustee from liability for its own grossly negligent
action, its own grossly negligent failure to act or its own willful misconduct;
provided, however, that:

                           (i) Prior to the occurrence of an Event of Default,
         and after the curing of all such Events of Default that may have
         occurred, the duties and obligations of the Indenture Trustee shall be
         determined solely by the express provisions of this Indenture;


                                       29
<PAGE>   36


         the Indenture Trustee shall not be liable except for the performance
         of such duties and obligations as are specifically set forth in this
         Indenture; no implied covenants or obligations shall be read into this
         Indenture against the Indenture Trustee; and in the absence of bad
         faith on the part of the Indenture Trustee, the Indenture Trustee may
         conclusively rely, as to the truth of the statements and the
         correctness of the opinions expressed therein, upon any certificates
         or opinions furnished to the Indenture Trustee and, if specifically
         required to be furnished pursuant to any provision of this Indenture,
         conforming to the requirements of this Indenture;

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

                           (iii) The Indenture Trustee shall not be personally
         liable with respect to any action taken, suffered or omitted to be
         taken by it in good faith in accordance with this Indenture, pursuant
         to the direction of the Notes evidencing Percentage Interests in the
         related Class of not less than 25% of the Outstanding Amount of the
         related Class of Notes, relating to the time, method and place of
         conducting any proceeding for any remedy available to the Indenture
         Trustee, or exercising, suffering or omitting to take any trust or
         power conferred upon the Indenture Trustee, under this Indenture;

                           (iv) The Indenture Trustee shall not be charged with
         knowledge of any Event of Servicing Termination or any Event of Default
         unless a Responsible Officer of the Indenture Trustee obtains actual
         knowledge of such failure or event or the Indenture Trustee receives
         written notice of such failure or event from the Servicer, the Trust or
         any Noteholder; and

                           (v) The Indenture Trustee shall have no duty to
         monitor the performance of the Servicer (as custodian or otherwise),
         nor shall it have any liability in connection with the malfeasance or
         nonfeasance by the Servicer. The Indenture Trustee shall have no
         liability in connection with compliance of the Servicer or the Trust
         with statutory or regulatory requirements related to the Contracts or
         the related Equipment. The Indenture Trustee shall not make or be
         deemed to have made any representations or warranties with respect to
         the Contracts or related Equipment or the validity or sufficiency of
         any assignment of the Contracts to the Trust or the Indenture Trustee.
         The Indenture Trustee shall have no obligation or liability in respect
         of the maintenance of casualty or liability insurance in connection
         with the Contracts or the related Equipment.

                  (d) The Indenture Trustee shall not be required 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 there is reasonable ground for believing that the repayment of such funds or
indemnity satisfactory to it against such risk or liability is not assured to
it, and none of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to perform, or be responsible for the manner of
performance of, any of the obligations of the Servicer under this Indenture or
the Servicing Agreement except during such


                                       30
<PAGE>   37


time, if any, as the Indenture Trustee shall be the successor to, and be vested
with the rights, duties, powers and privileges of, the Servicer in accordance
with the terms of this Indenture.

                  (e) On each Determination Date, the Indenture Trustee shall
give notice, by facsimile, to a Servicing Officer of the Servicer if the total
amount then on deposit in the Collection Account in respect of the related
Collection Period is less than the amount indicated in the Monthly Statement.

                  Section 7.02 Eligible Investments. The Servicer shall direct
the Indenture Trustee to invest in Eligible Investments, as further specified
from time to time by written notice to the Indenture Trustee executed by a
Servicing Officer, any cash amounts deposited in the Collection Account pursuant
to the terms of this Indenture or the Servicing Agreement, immediately upon
deposit of any such cash amounts; provided, however, that each such Eligible
Investment (i) shall mature no later than the Business Day immediately preceding
the Payment Date in respect of the Collection Period during which such deposit
was made and (ii) shall not be sold or disposed of prior to its maturity. The
Indenture Trustee shall not be liable or responsible for the selection of or
losses on any investments made by it pursuant to and in compliance with such
instructions of the Servicer pursuant to this Section 7.02. The Indenture
Trustee shall have no obligation to initiate any investments in the absence of
such written direction.

                  Section 7.03 Indenture Trustee's Assignment of Contracts. If
in any enforcement suit or legal proceeding it is held, or in connection with
the collection of a Defaulted Contract the Servicer or its assigns reasonably
anticipates, that the Servicer or its assigns may not or will not be able to
enforce a Contract on the ground that neither the Servicer nor its assigns are a
real party in interest or a holder entitled to enforce the Contract, then the
Indenture Trustee shall, at the Servicer's or its assigns' expense, take such
steps as the Indenture Trustee deems necessary to enforce the Contract,
including (i) bringing suit in the Indenture Trustee's name or the names of the
Noteholders and (ii) executing and delivering all such instruments or documents
as shall be required to transfer title to a Contract to the Servicer or its
assigns or otherwise enforce such Contract.

                  Section 7.04 Certain Matters Affecting the Indenture Trustee.
Except as otherwise provided in Section 7.01:

                           (i) The Indenture Trustee may conclusively rely and
         shall be fully protected in acting or refraining from acting upon any
         resolution, Officer's Certificate, certificate of auditors or any other
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, appraisal, bond or other paper or document believed by
         it to be genuine and to have been signed or presented by the proper
         party or parties;

                           (ii) The Indenture Trustee may consult with counsel
         and any Opinion of Counsel or advice shall constitute full and complete
         authorization and protection in respect of any action taken or suffered
         or omitted by it hereunder in good faith and in accordance with such
         Opinion of Counsel or advice;

                           (iii) The Indenture Trustee shall be under no
         obligation to exercise any of the rights or powers vested in it by this
         Indenture, or to institute, conduct or defend any


                                       31
<PAGE>   38


         litigation hereunder or in relation hereto, at the request, order or
         direction of any of the Noteholders, pursuant to the provisions of this
         Indenture unless such Noteholders shall have offered to the Indenture
         Trustee such security or indemnity satisfactory to it against the
         costs, expenses, and liabilities that may be incurred therein or
         thereby that are reasonable in the opinion of the Indenture Trustee;
         provided, however, that nothing contained herein shall relieve the
         Indenture Trustee of the obligations, upon the occurrence of an Event
         of Default (that has not been cured), to exercise such of the rights
         and powers vested in it by this Indenture and to use the same degree of
         skill and care in their exercise as a prudent Person would exercise
         under the circumstances in the conduct of such Person's own affairs;

                           (iv) The Indenture Trustee shall not be personally
         liable for any action taken, suffered or omitted by it in good faith
         and believed by it to be authorized or within the discretion or rights
         or powers conferred upon it by this Indenture;

                           (v) Prior to the occurrence of an Event of Default of
         which a Responsible Officer of the Indenture Trustee shall have actual
         knowledge and after the curing of all Events of Default that may have
         occurred, the Indenture Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         consent, order, approval, bond or other paper or document, unless
         requested in writing to do so by the Holders of Notes of any Class
         evidencing Percentage Interests of not less than 25% of such Class;
         provided, however, that if the payment within a reasonable time to the
         Indenture Trustee of the costs, expenses or liabilities likely to be
         incurred by it in the making of such investigation is, in the opinion
         of the Indenture Trustee, not reasonably assured to the Indenture
         Trustee by the security afforded to it by the terms of this Indenture,
         the Indenture Trustee may require indemnity satisfactory to it against
         such cost, expense or liability as a condition to so proceeding. The
         reasonable expense of every such examination shall be paid by the
         requesting party or, if paid by the Indenture Trustee, shall be
         reimbursed by the Servicer upon demand. Nothing in this clause (v)
         shall derogate from the obligation of the Servicer to observe any
         applicable law prohibiting disclosure of information regarding the
         Obligors; and

                           (vi) The Indenture Trustee may execute any of the
         trusts or powers or perform any duties hereunder either directly or by
         or through agents or attorneys or a custodian. The Indenture Trustee
         shall not be responsible for the misconduct, negligence or for the
         supervision of any of the Indenture Trustee's agents or attorneys
         appointed with due care by the Indenture Trustee hereunder or that of
         SierraCities.com, the Servicer or the Trust.

                  Section 7.05 Indenture Trustee Not Liable for Notes or
Contracts. The Notes do not represent an obligation issued by the Indenture
Trustee or any Affiliate thereof. The promise to pay the Notes according to
their terms and the terms of this Indenture set forth in the Notes and in
Section 2.05 hereof provides recourse to the Pledged Property only. The
Indenture Trustee does not assume any responsibility for the accuracy of the
statements herein or in the Notes (other than as set forth in Section 7.17 and
the certificate of authentication on the Notes). The Indenture Trustee makes no
representations as to the validity or sufficiency of this Indenture


                                       32
<PAGE>   39



or of the Notes (other than the certificate of authentication on the Notes) or
of any Contract or related document. The Indenture Trustee shall at no time have
any responsibility or liability for or with respect to the legality, validity or
enforceability of any security interest in any Equipment or any Contract, to the
perfection or priority thereof, or to the efficacy of the Trust or any portion
thereof to pay any Note, the existence or validity of any Contract, the validity
of the assignment of any Contract or the related Pledged Property to the Trust
or of any intervening assignment, the review of any Contract, any Contract File
or the Computer Tape (it being understood that neither the Indenture Trustee nor
any of its agents have reviewed or intend to review such matters, the sole
responsibility for such review being vested in the Trust), the completeness of
any Contract File, the receipt by it or its custodian of any Contract, the
performance or enforcement of any Contract, subject to Section 4.01 of the
Servicing Agreement, the compliance by the Trust with any covenant or the breach
by SierraCities.com or the Trust of any warranty or representation made under
the Servicing Agreement, the Receivables Transfer Agreement or in any related
document or the accuracy of any such warranty or representation, any investment
of monies in the Collection Account (except to the extent that the Indenture
Trustee, in its individual capacity, is an obligor with respect to any such
investment) or any loss resulting therefrom, the acts or omissions of the
Servicer, or any Obligor, any action of the Servicer taken in the name of the
Indenture Trustee, any action by the Indenture Trustee taken at the instruction
of the Servicer or the preparation and filing of tax returns for the Trust. No
recourse shall be had for any claim based on any provision of this Indenture,
the Notes or any Contract or assignment thereof against Bankers Trust Company in
its individual capacity, and Bankers Trust Company shall not have any personal
obligation, liability or duty whatsoever to any Noteholder or any other Person
with respect to any such claim, and any such claim shall be asserted solely
against the Trust or any indemnitor who shall furnish indemnity as provided
herein, except for such liability as is determined to have resulted from its own
gross negligence or willful misconduct. The Indenture Trustee shall not be
accountable for the use or application by SierraCities.com or the Trust of any
of the Notes or of the proceeds of such Notes or for the use or application of
any funds paid to the Servicer in respect of the Contracts.

                  Section 7.06 Indenture Trustee May Own Notes. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes with the same rights as it would have if it were not Indenture Trustee,
subject to the definition of the term "Noteholder" in Annex A hereto.

                  Section 7.07 Indenture Trustee's Fees and Expenses. (a) The
Servicer on behalf of the Trust Certificate Holder agrees:

                           (i) to cause the Indenture Trustee to be paid
         pursuant to Section 3.05(b)(v), as applicable, on each Payment Date
         reasonable compensation for all services rendered by it hereunder
         (which compensation shall not be limited by any provision of law in
         regard to the compensation of a Indenture Trustee of an express trust);

                           (ii) except to the extent otherwise expressly
         provided herein, to cause the Indenture Trustee to be reimbursed
         pursuant to Section 3.05(b)(vi), as applicable, upon its request, for
         all reasonable expenses, disbursements and advances incurred or made by
         the Indenture Trustee in accordance with any provision of this
         Indenture (including


                                       33
<PAGE>   40


         the reasonable compensation and expenses and disbursements of any of
         its agents and counsel), except any such expense, disbursement or
         advance as may be attributable to its gross negligence or willful
         misconduct; provided, however, that for purposes of this clause (ii),
         such expenses, disbursements and advances shall be limited to an
         aggregate amount of $75,000; and

                           (iii) to cause the Indenture Trustee to be reimbursed
         pursuant to Section 3.05(b)(x), as applicable, for all reasonable
         expenses, disbursements and advances that would have been paid pursuant
         to Section 7.07(a)(ii) but for the $75,000 limitation.

                  (b) The Servicer's obligations under this Section 7.07 shall
survive the termination of this Indenture or the earlier resignation or removal
of the Indenture Trustee. The Indenture Trustee shall not be entitled to any
other or additional compensation or reimbursement, except as expressly provided
herein or as otherwise agreed from time to time.

                  (c) Subject to Section 7.10 hereof, the failure by the
Servicer to pay to the Indenture Trustee any compensation or other expenses
shall not relieve the Indenture Trustee of its obligations hereunder.

                  (d) In the event the Indenture Trustee performs services or
incurs expenses in the context of a proceeding described in Sections
6.01(a)(iv), 6.01(a)(v) or 6.01(a)(vii) of the Servicing Agreement, the fees for
such services and such expenses shall be considered expenses of administration
for the purposes of any bankruptcy laws or laws relating to creditors rights
generally.

                  Section 7.08 Eligibility Requirements for Indenture Trustee.
The Indenture Trustee shall at all times satisfy the requirements of TIA Section
310(a). The Indenture Trustee hereunder shall at all times be a corporation
having its principal office in a State, organized and doing business under the
laws of any State or the United States of America, authorized under such laws to
exercise corporate trust powers, having a combined capital and surplus of at
least $50,000,000 and subject to supervision or examination by federal or State
authority; provided, however, that no entity shall qualify as Indenture Trustee
hereunder to the extent that such qualification would, in itself, affect any
then current rating of the Notes by the Rating Agencies. If such corporation
publishes reports of condition at least annually, pursuant to law or the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 7.08, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. Any successor Indenture
Trustee's deposit ratings shall be at least "investment grade" by the Rating
Agencies. In case at any time the Indenture Trustee shall cease to be eligible
in accordance with the provisions of this Section 7.08, the Indenture Trustee
shall resign immediately in the manner and with the effect specified in Section
7.10 hereof. The Indenture Trustee shall comply with TIA Section 310(b),
including the optional provision permitted by the second sentence of TIA Section
310(b)(9); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities
of the Trust are outstanding if the requirements for such exclusion set forth in
TIA Section 310(b)(1) are met.


                                       34
<PAGE>   41


                  Section 7.09 Preferential Collection of Claims Against Issuer.
The Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An Indenture Trustee who has
resigned or been removed shall be subject to TIA Section 311(a) to the extent
indicated.

                  Section 7.10 Resignation or Removal of Indenture Trustee. The
Indenture Trustee may at any time resign and be discharged from the trusts
hereby created by giving written notice thereof to the Servicer, the Trust and
each Noteholder, which resignation will not become effective until such time as
a successor Indenture Trustee has been appointed in accordance with the
provisions of this Section 7.10. Upon receiving such notice of resignation, the
Servicer shall promptly appoint a successor Indenture Trustee by written
instrument, in duplicate, one copy of which instrument shall be delivered to the
resigning Indenture Trustee and one copy to the successor Indenture Trustee. If
no successor Indenture Trustee shall have been so appointed and have accepted
appointment within 30 days after the giving of such notice of resignation, the
resigning Indenture Trustee may petition any court of competent jurisdiction for
the appointment of a successor Indenture Trustee.

                  (a) If at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of Section 7.08 hereof and shall fail
to resign after written request therefor by the Servicer, or the Holders of
Notes of any Class evidencing Percentage Interests of more than 25% of such
Class, or, if at any time the Indenture Trustee shall be legally unable to act,
or shall be adjudged a bankrupt or insolvent, or a receiver of the Indenture
Trustee or of its property shall be appointed, or any public officer shall take
charge or control of the Indenture Trustee or of its property or affairs for the
purpose of rehabilitation, conservation, or liquidation, then the Servicer
shall, at the direction of the Holders of Notes of any Class evidencing
Percentage Interests of more than 25% of the related Class remove the Indenture
Trustee. If the Servicer or Noteholders remove the Indenture Trustee, the
Servicer or such Noteholders shall promptly appoint a successor Indenture
Trustee by written instrument, in duplicate, one copy of which instrument shall
be delivered to the Indenture Trustee so removed and one copy to the successor
Indenture Trustee.

                  (b) Any resignation or removal of the Indenture Trustee and
appointment of a successor Indenture Trustee pursuant to this Section 7.10 shall
not become effective until acceptance of appointment by the successor Indenture
Trustee as provided in Section 7.11 hereof. Notice of the resignation or removal
of the Indenture Trustee shall be given in writing to the Rating Agencies by the
Servicer. In the event no successor Indenture Trustee has been appointed within
30 days of the resignation or removal of the Indenture Trustee, the Indenture
Trustee or the Majority Holders of the Notes may petition a court of competent
jurisdiction to appoint a successor Indenture Trustee.

                  Section 7.11 Successor Indenture Trustee. (a) Any successor
Indenture Trustee appointed as provided in Section 7.10 hereof shall execute,
acknowledge and deliver to the Servicer, the Trust and the predecessor Indenture
Trustee an instrument accepting such appointment hereunder, and thereupon the
resignation or removal of the predecessor Indenture Trustee shall become
effective and such successor Indenture Trustee, without any further act, deed or
conveyance, shall become fully vested with all the rights, powers, duties and
obligations of its predecessor hereunder, with like effect as if originally
named as Indenture Trustee. The


                                       35
<PAGE>   42


predecessor Indenture Trustee shall deliver to the successor Indenture Trustee
all documents and statements held by it hereunder. The Servicer, the Trust and
the predecessor Indenture Trustee shall execute and deliver such instruments and
do such other things as may reasonably be required for fully and certainly
vesting and confirming in the successor Indenture Trustee all such rights,
powers, duties and obligations. The predecessor Indenture Trustee shall not be
liable for the acts or omissions of any successor Indenture Trustee hereunder.

                  (b) No successor Indenture Trustee shall accept appointment as
provided in this Section 7.11 unless at the time of such acceptance such
successor Indenture Trustee shall be eligible as the Indenture Trustee under the
provisions of Section 7.08 hereof, and as a successor Servicer under the
provisions of Section 6.02 of the Servicing Agreement.

                  (c) Upon acceptance of appointment by a successor Indenture
Trustee as provided in this Section 7.11, the Servicer shall mail notice of the
succession of such Indenture Trustee hereunder to all Noteholders at their
addresses as shown in the Note Register. If the Servicer fails to mail such
notice within 10 days after acceptance of appointment by such successor
Indenture Trustee, then the successor Indenture Trustee shall cause such notice
to be mailed at the expense of the Servicer.

                  Section 7.12 Merger or Consolidation of Indenture Trustee. Any
corporation into which the Indenture Trustee may be merged or converted or with
which it may be consolidated, or any corporation resulting from any merger,
conversion, or consolidation to which the 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 hereunder, provided
such corporation shall be eligible under the provisions of Section 7.08 hereof,
without the execution or filing of any paper or any further act on the part of
any of the parties hereto, anything herein to the contrary notwithstanding.

                  Section 7.13 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 requirements of any
jurisdiction in which any part of the Trust or any Equipment may at the time be
located, the Indenture Trustee shall execute and deliver all instruments to
appoint one or more Persons approved by the Indenture Trustee to act as
co-Indenture Trustee or co-Indenture Trustees, jointly with the Indenture
Trustee, or separate Indenture Trustee or separate Indenture Trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust, or any part
thereof, and, subject to the other provisions of this Section 7.13, such powers,
duties, obligations, rights and trusts as the Servicer, the Trust and the
Indenture Trustee may consider necessary or desirable. If the Servicer shall not
have joined in such appointment within 15 days after the receipt by it of a
request so to do, or in the case an Event of Servicing Termination shall have
occurred and be continuing, the Indenture Trustee alone shall have the power to
make such appointment; provided, however, that if the Trust shall not have
joined in such appointment within 15 days after the receipt by it of a request
so to do, the Indenture Trustee alone shall have the power to make such
appointment. No co-Indenture Trustee or separate Indenture Trustee hereunder
shall be required to meet the terms of eligibility as a successor Indenture
Trustee under Section 7.08 hereof, and no notice to Noteholders of the
appointment of any co-Indenture Trustee or separate Indenture Trustee shall be
required under Section 7.12 hereof.


                                       36
<PAGE>   43


                  (b) Every separate Indenture Trustee and co-Indenture 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 Indenture Trustee or co-Indenture Trustee jointly (it
         being understood that such separate Indenture Trustee or co-Indenture
         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 (whether as Indenture Trustee hereunder or as successor to
         the Servicer hereunder), 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
         Pledged Property or any portion thereof in any such jurisdiction) shall
         be exercised and performed singly by such separate Indenture Trustee or
         co-Indenture Trustee but solely at the direction of the Indenture
         Trustee;

                           (ii) No separate Indenture Trustee or co-Indenture
         Trustee hereunder shall be personally liable by reason of any act or
         omission of any other separate Indenture Trustee or co-Indenture
         Trustee hereunder; and

                           (iii) The Indenture Trustee may at any time accept
         the resignation of or remove any separate Indenture Trustee or
         co-Indenture 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 Indenture Trustees and co-Indenture Trustees, as effectively as if
given to each of them. Every instrument appointing any separate Indenture
Trustee or co-Indenture Trustee shall refer to this Indenture and the conditions
of this Article VII. Each separate Indenture Trustee and co-Indenture 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 and a copy thereof given to the Servicer and the Trust.

                  (d) Any separate Indenture Trustee or co-Indenture 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 Indenture Trustee or co-Indenture Trustee shall die, become
incapable of acting, resign or be removed, then 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 separate Indenture Trustee or successor co-Indenture Trustee.


                                       37
<PAGE>   44


                  (e) The Servicer shall be responsible for the payment of any
fees or expenses of any separate Indenture Trustee or co-Indenture Trustee.

                  Section 7.14 Indenture Trustee May Enforce Claims Without
Possession of Note. 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 or in its capacity 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 in respect of
which such judgment has been recovered.

                  Section 7.15 Suits for Enforcement. In case an Event of
Servicing Termination or other default by the Servicer under the Servicing
Agreement or under this Indenture shall occur and be continuing, the Indenture
Trustee, in its discretion, may, subject to the provisions of 6.04 of the
Servicing Agreement, proceed to protect and enforce its rights and the rights of
the Noteholders under this Indenture by a suit, action or proceeding in equity
or at law or otherwise, 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
and the Noteholders.

                  Section 7.16 Undertaking for Costs. All parties to this
Indenture agree (and each holder of any Note by its acceptance thereof shall be
deemed to have agreed) that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to any suit instituted by the
Indenture Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate more than 10% of the then outstanding
principal balance of the Notes, or to any suit instituted by any Noteholder for
the enforcement of the payment of the principal of or interest on any Note on or
after the maturities for such payments, including the stated maturity as
applicable.

                  Section 7.17 Representations and Warranties of Indenture
Trustee. The Indenture Trustee represents and warrants for the benefit of the
Noteholders that:

                  (a) Organization and Good Standing. The Indenture Trustee is a
banking corporation duly organized, validly existing and in good standing under
the laws of the state of New York.

                  (b) Authorization. The Indenture Trustee has the power,
authority and legal right to execute, deliver and perform this Indenture, and
the execution, delivery and performance


                                       38
<PAGE>   45


of this Indenture have been duly authorized by the Indenture Trustee by all
necessary corporate action.

                  (c) Binding Obligations. This Indenture, assuming due
authorization, execution and delivery by all other parties thereto, constitutes
the legal, valid and binding obligation of the Indenture Trustee, enforceable
against the Indenture Trustee in accordance with its terms, except that (i) such
enforcement may be subject to bankruptcy, insolvency, reorganization, moratorium
or other similar laws (whether statutory, regulatory or decisional) now or
hereafter in effect relating to creditors' rights generally and the rights of
trust companies in particular and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to certain
equitable defenses and to the discretion of the court before which any
proceeding therefor may be brought, whether in a proceeding at law or in equity.

                  Section 7.18 Tax Returns. In the event the Trust shall be
required to file tax returns, the Servicer shall prepare or shall cause to be
prepared any tax returns required to be filed by the Trust and shall remit such
returns to the Owner Trustee for signature at least five days before such
returns are due to be filed. The Indenture Trustee, upon request, will furnish
the Servicer with all such information known to the Indenture Trustee as may be
reasonably required in connection with the preparation of all tax returns of the
Trust. In no event shall the Indenture Trustee or the Owner Trustee in their
respective individual capacities be liable for any liabilities, costs or
expenses of the Trust, the Noteholders or the Servicer arising under any tax law
or regulation, including, without limitation, federal, state or local income or
excise taxes or any other tax imposed on or measured by income (or any interest
or penalty with respect thereto or arising from any failure to comply
therewith).

                                  ARTICLE VIII.

                           EVENTS OF DEFAULT; REMEDIES

                  Section 8.01 Events of Default. "Event of Default" wherever
used herein means any one of the following events (whatever the reason for such
Event of Default and without regard to whether it shall be voluntary or
involuntary or be effected by operation of law or pursuant to any judgment,
decree or order of any court or any order, rule or regulation of any
administrative or governmental body):

                  (a) failure to distribute or cause to be distributed to the
Indenture Trustee, for the benefit of the Noteholders, all or part of any
payment of interest required to be made under the terms of such Notes or this
Indenture on each Payment Date when such amount is due and payable;

                  (b) failure to distribute or cause to be distributed to the
Indenture Trustee, for the benefit of the Noteholders (x) on any Payment Date,
an amount equal to the principal due on the Outstanding Notes as of such Payment
Date to the extent that sufficient Available Funds are on deposit in the
Collection Account or (y) on the Class A-1 Maturity Date, the Class A-2


                                       39
<PAGE>   46


Maturity Date, or the Class B Maturity Date, as the case may be, any remaining
principal owed on the Outstanding Class A-1 Notes, Class A-2 Notes, or Class B
Notes, as the case may be;

                  (c) any failure on the part of the Trust duly to observe or
perform in any material respect any other covenants or agreements of the Trust
set forth in the Notes, in this Agreement or in any of the Transaction
Documents, as the case may be, or any breach of a representation or warranty of
the Trust set forth in the Transaction Documents, which failure or breach (A)
materially and adversely affects the rights of the Indenture Trustee or the
Noteholders and (B) continues unremedied for a period of 30 days after the
earlier to occur of (x) the date on which written notice of such failure or
breach, requiring the situation giving rise to such failure or breach to be
remedied, shall have been given to an Authorized Officer by the Indenture
Trustee or to an Authorized Officer or a Responsible Officer of the Indenture
Trustee by the Servicer or any Noteholders or (y) the date on which any
Authorized Officer is required pursuant to the terms of the Transaction
Documents to provide notice to the Noteholders of any such failure or breach;

                  (d) the Trust shall consent to the appointment of a custodian,
receiver, trustee or liquidator (or other similar official) of itself, or of a
substantial part of its property, or shall admit in writing its inability to pay
its debts generally as they come due, a court of competent jurisdiction shall
determine that the Trust is generally not paying its debts as they come due or
the Trust shall make a general assignment for the benefit of creditors;

                  (e) the Trust shall file a voluntary petition in bankruptcy or
a voluntary petition or an answer seeking reorganization in a proceeding under
any bankruptcy laws (as now or hereafter in effect) or an answer admitting the
material allegation of a petition filed against the Trust in any such
proceeding, or the Trust shall, by voluntary petition, answer or consent, seek
relief under the provisions of any now existing or future bankruptcy or other
similar law providing for the reorganization or winding up of debtors, or
providing for an agreement, composition, extension or adjustment with its
creditors; or

                  (f) a petition against the Trust in a proceeding under
applicable bankruptcy laws or other insolvency laws, as now or hereafter in
effect, shall be filed and shall be consented to by the Trust or shall not be
stayed, withdrawn or dismissed within 60 days thereafter, or if, under the
provisions of any law providing for reorganization or winding-up of debtors
which may apply to the Trust, any court of competent jurisdiction shall assume
jurisdiction, custody or control of the Trust, or any substantial part of its
property, and such jurisdiction, custody or control shall remain in force
unrelinquished, unstayed or unterminated for a period of 60 days.


                                       40
<PAGE>   47


                  Section 8.02 Acceleration of Maturity, Rescission and
Annulment. (a) If an Event of Default occurs and is continuing, then and in
every such case the Indenture Trustee, at the written direction of the Majority
Holders, shall declare the principal of all of the Notes to be immediately due
and payable, by a notice in writing to the Servicer, and upon any such
declaration such principal (together with all accrued and previously unpaid
interest) shall become immediately due and payable. The Indenture Trustee shall
give notice to each Noteholder and the Rating Agencies of such declaration.

                  (b) At any time, after such a declaration of acceleration has
been made, but before any sale of the Pledged Property has been made or a
judgment or decree for payment of the money due has been obtained by the
Indenture Trustee as hereinafter in this Article VIII provided, the Majority
Holders, by written notice to the Servicer and the Indenture Trustee, may
rescind and annul such declaration and its consequence if monies have been paid
or deposited with the Indenture Trustee in a sum sufficient to pay:

                           (i) all overdue installments of interest on all Class
         A Notes and the Class B Notes;

                           (ii) the principal of any of the Class A Notes or the
         Class B Notes which has become due otherwise than by such declaration
         of acceleration and interest thereon at the applicable Note Rate;

                           (iii) to the extent that payment of such interest is
         lawful, interest upon overdue installments of interest on the Class A
         Notes and the Class B Notes at the rate specified therefor in the
         applicable Notes; and

                           (iv) all sums paid or advanced, together with
         interest thereon, by the Indenture Trustee hereunder and the reasonable
         compensation, expenses, disbursements and advances of the Indenture
         Trustee and its agents and counsel.

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

Subsequent to any such declaration of acceleration and so long as such
declaration and its consequences have not been rescinded and annulled, prior to
the exercise by the Indenture Trustee of the remedies set forth in Section
8.03(b) or (c) hereof, the Indenture Trustee shall give the Noteholders ten days
notice of its intention to take such actions.

                  Section 8.03 Remedies. If an Event of Default shall have
occurred and be continuing, the Indenture Trustee, at the written direction of
the Majority Holders, may do one or more of the following:

                           (i) institute, in its own name and as Indenture
         Trustee, Proceedings for the collection of the entire amount of
         principal and interest remaining unpaid on the Notes, or under this
         Indenture in respect of the Notes, whether by declaration or otherwise,
         enforce any judgment obtained, and collect from the Pledged Property
         securing the Notes the monies adjudged due;


                                       41
<PAGE>   48


                           (ii) sell the Pledged Property or any portion thereof
         or rights or interest therein, at one or more sales called and
         conducted in any manner permitted by law;

                           (iii) institute Proceedings from time to time for the
         complete or partial foreclosure of this Indenture with respect to the
         Pledged Property securing the Notes; or

                           (iv) exercise any remedies of a secured party under
         the UCC or other applicable law and take any other appropriate action
         to protect and enforce the rights and remedies of the Indenture Trustee
         or the Noteholders hereunder.

                  Section 8.04 Notice of Event of Default. Within two Business
Days after a Responsible Officer obtaining actual knowledge of the occurrence of
any Event of Default, the Indenture Trustee shall transmit, by certified mail
return receipt requested, hand delivery or overnight courier, to all
Noteholders, as their names and addresses appear in the Register, notice of such
Event of Default, unless such Event of Default shall have been cured or waived.

                  Section 8.05 Exercise of Power by Indenture Trustee. In case
an Event of Default has occurred and is continuing to the actual knowledge of a
Responsible Officer of the Indenture Trustee, the Indenture Trustee shall
exercise such of the rights and powers vested in it by this Indenture, and use
the same degree of care and skill in its exercise, as a prudent person would
exercise or use under the circumstances in the conduct of his own affairs.

                  Section 8.06 Indenture Trustee May File Proofs of Claim. In
case of the pendency of any receivership, insolvency, liquidation,
reorganization, arrangement, adjustment, composition or other judicial
Proceeding, relating to the Trust or any other obligor upon the Notes or the
property of the Trust or of such other obligor or their creditors, the Indenture
Trustee (irrespective of whether the principal of any class of 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 for the
payment of overdue principal or interest) shall be entitled and empowered, to
intervene in such proceeding or otherwise:

                  (a) to file and prove a claim for all amounts owing and unpaid
in respect of the Notes and to file such other papers or documents and take such
other action including participating as a member, voting or otherwise, in any
committee of creditors appointed in the matter, as may be necessary or advisable
in order to have the claims of the Indenture Trustee (including, in each case,
any claim for the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee and its agents and counsel) and the Noteholders allowed
in such judicial Proceeding;

                  (b) to petition for lifting of the automatic stay and
thereupon to foreclose upon the Pledged Property as elsewhere provided herein;
and

                  (c) to collect and receive any monies or other property
payable or deliverable on any such claims and to distribute the same;

and any receiver, assignee, trustee, liquidator, or sequestrator (or other
similar official) in any such judicial Proceeding is hereby authorized by each
Noteholder to make such payments to the Indenture Trustee, and in the event that
the Indenture Trustee shall consent to the making of such


                                       42
<PAGE>   49


payments directly to the Noteholders, to pay to the Indenture Trustee any amount
due to it for the reasonable compensation, expenses, disbursements and advances
of the Indenture Trustee, its agents and counsel.

Nothing herein contained shall be deemed to authorize the Indenture Trustee to
authorize or to consent 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.

                  Section 8.07 Allocation of Money Collected. Any money
collected by the Indenture Trustee with respect to the Notes pursuant to the
remedies set forth in Section 8.03 (and any funds then held or thereafter
received by the Indenture Trustee) shall be applied in the following order, at
the date or dates fixed by the Indenture Trustee; provided, however, that the
provisions of this Section 8.07 shall not preclude the Indenture Trustee from
receiving indemnities satisfactory to it from the Noteholders against the costs,
expenses and liabilities it may incur in acting in compliance with the written
directions of any Noteholder or Noteholders:

                               First: To the payment of all amounts due the
Indenture Trustee under Section 7.07 hereof;

                               Second: To the payment of Class A-1 Note Interest
to the Class A-1 Noteholders and Class A-2 Note Interest to the Class A-2
Noteholders, pari passu;

                               Third: To the payment of the Class B Note
Interest to the Class B Noteholders;

                               Fourth: To the payment of the outstanding Class A
Note Principal Balance to the Class A Noteholders, pari passu;

                               Fifth: To the payment of the outstanding Class B
Note Principal Balance to the Class B Noteholders;

                               Sixth: To the payment of all reasonable costs and
expenses incurred by any Noteholder in connection with the enforcement of its
rights hereunder or under the Notes, ratably, without preference or priority of
any kind; and

                               Seventh: To the payment of any surplus to or at
the written direction of the Trust Certificate Holder.

                  Section 8.08 Waiver of Events of Default. (a) The holders of
66-2/3% of the Outstanding Amount of the Notes may, by one or more instruments
in writing, waive any Event of Default hereunder and its consequences, except a
continuing Event of Default:

                           (i) in respect of the payment of the principal of or
         interest on any Note (which may only be waived by the Holder of such
         Note), or

                           (ii) in respect of a covenant or provision hereof
         which under Article XI cannot be modified or amended without the
         consent of the Holder of each Note outstanding affected (which only may
         be waived by the Holders of all Notes outstanding affected).


                                       43
<PAGE>   50


         (b) A copy of each waiver pursuant to Section 8.08(a) shall be
furnished by the Servicer to the Indenture Trustee. Upon any such waiver, such
Event of Default shall cease to exist and shall be deemed to have been cured,
for every purpose of this Indenture; but no such waiver shall extend to any
subsequent or other Event of Default or impair any right consequent thereon.

         Section 8.09 Limitation On Suits. No Holder 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:

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

         (b) the Majority Holders shall have made written request to the
Indenture Trustee to institute Proceedings in respect of such Event of Default
in its own name as Indenture Trustee hereunder;

         (c) such Holder or Holders have offered to the Indenture Trustee
indemnity reasonably satisfactory to it against the costs, expenses and
liabilities to be incurred in compliance with such request;

         (d) the Indenture Trustee for 30 days after its receipt of such notice,
request and offer of indemnity has failed to institute any such Proceeding; and

         (e) no direction inconsistent with such written request has been given
to the Indenture Trustee during such 30 day period by the Majority Holders;

it being understood and intended that no one or more Holders shall have any
right in any manner whatever by virtue of, or by availing of, any provision of
this Indenture to affect, disturb or prejudice the rights of any other Holders
or to enforce any right under this Indenture, except in the manner herein
provided.

         Section 8.10 Unconditional Right of Noteholders to Receive Principal
and Interest. Notwithstanding any other provision in this Indenture, the
Noteholders shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on such Note as such principal
and interest becomes due and payable in accordance with the terms of this
Indenture (including, without limitation, the limitation on such payments to the
extent of Available Funds on each Payment Date) and to institute suit for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Noteholder.

         Section 8.11 Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy in accordance with the terms of this Indenture and such Proceeding has
been discontinued or abandoned for any reason, or has been determined adverse to
the Indenture Trustee or to such Noteholder, then and in every such case, the
Indenture Trustee and the Noteholders shall, subject to any determination


                                       44
<PAGE>   51


in such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies hereunder shall
continue as though no such Proceeding has been instituted.

         Section 8.12 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or 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 8.13 Delay or Omission Not Waiver. No delay or omission of the
Indenture Trustee or any Noteholder to exercise any right or remedy accruing
upon any Event of Default shall impair any such right or remedy or constitute a
waiver of any such Event of Default or an acquiescence therein. Every right and
remedy given by this Article or by law to the Indenture Trustee or the
Noteholders, or any of them, may be exercised from time to time, as often as may
be deemed expedient, by the Indenture Trustee or the Noteholders.

         Section 8.14 Control by Majority Holders. The Majority Holders shall
have the right to direct in writing the decision whether to conduct, and 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 with respect to the Notes; provided, that:

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

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

         Section 8.15 Sale of Pledged Property. (a) The power to effect any sale
pursuant to Section 8.03 hereof shall not be exhausted by any one or more sales
as to any portion of the Pledged Property remaining unsold, but shall continue
unimpaired until the entire Pledged Property securing the Notes shall have been
sold or all amounts payable under this Indenture with respect thereto shall have
been paid. The Indenture Trustee may from time to time postpone any sale by
public announcement made at the time and place of such sale.

         (b) Any Noteholder may bid for and acquire any portion of the Pledged
Property securing the Notes in connection with any sale thereof.

         (c) Each of the parties hereby covenants and agrees that a sale of the
entirety of the Contracts and the Equipment by a public sale held not less than
ten days after notice thereof is commercially reasonable.


                                       45
<PAGE>   52


         (d) The Indenture Trustee shall execute and deliver an appropriate
instrument of conveyance, provided to it by the Servicer, transferring its
interest in any portion of the Pledged Property in connection with a sale
thereof. In addition, the Indenture Trustee is hereby irrevocably appointed the
agent and attorney-in-fact of the Trust to transfer and convey its interest in
any portion of the Pledged Property in connection with a sale thereof, and to
take all action necessary to effect such sale. No purchaser or transferee at
such a sale shall be bound to ascertain the Indenture Trustee's authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any monies.

         Section 8.16 Action on Notes. The Indenture Trustee's right to seek and
recover judgment on the Notes or under this Indenture shall not be affected by
the seeking, obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture Trustee against the Trust or the Depositor or by
the levy of any execution under such judgment upon any portion of the Pledged
Property or upon any of the assets of the Trust or the Depositor.

                                   ARTICLE IX.

                                   TERMINATION

         Section 9.01 Termination of Obligations and Responsibilities. The
respective obligations and responsibilities of SierraCities.com, the Servicer,
the Indenture Trustee and the Trust created hereby shall terminate at the option
of the Trust Certificate Holder, at any time which is 123 days after the payment
to Noteholders of all amounts required to be paid to them pursuant to this
Indenture, reducing the Class A Note Principal Balance and the Class B Note
Principal Balance to zero; provided that all amounts then owing to the Indenture
Trustee pursuant to the Transaction Documents have been paid to such parties;
and provided, however, that in no event shall the trust created hereby continue
beyond the expiration of 21 years from the death of the last survivor of the
descendants living on the date of this Indenture of Joseph P. Kennedy, late
Ambassador to the Court of St. James. Notwithstanding the foregoing, the
representations and warranties and indemnification obligations of
SierraCities.com and the Servicer hereunder and under the Servicing Agreement
shall survive the termination of the Trust and of this Indenture. Upon
termination of the Trust, the Indenture Trustee shall release any remaining
Pledged Property to the Trust Certificate Holder but not if the Class A Note
Principal Balance and the Class B Note Principal Balance have not been reduced
to zero or any amounts are owing to the Indenture Trustee.

         Section 9.02 Optional Redemption of Notes; Final Disposition of Funds.
(a) On any Payment Date following any Calculation Date on which the Aggregate
Discounted Contract Balance is less than ten percent (10%) of the sum of the
Aggregate Discounted Contract Balance of the Initial Contracts as of the Closing
Date plus the aggregate Discounted Contract Principal Balance of all Subsequent
Contracts as of the related Subsequent Transfer Date, the Trust Certificate
Holder shall have the option to redeem the Notes in whole by depositing or
causing to be deposited into the Collection Account the greater of (x) the sum
of (1) the Class A Note Principal Balance and the Class B Note Principal Balance
and (2) the Class A Note Interest


                                       46
<PAGE>   53


and the Class B Note Interest and (y) the Repurchase Amount for each Contract
that was not a Defaulted Contract as of the close of business on the second
preceding Collection Period, by two Business Days prior to such Payment Date; it
being understood that in the event the purchase price paid is equal to the
amount in clause (y) above, any Defaulted Contracts and any related recoveries
shall remain property of the Trust. In the event that the Trust Certificate
Holder elects to redeem the Notes in accordance with this Section 9.02(a), the
Trust Certificate Holder shall be required to notify the Indenture Trustee in
writing by no later than two (2) Business Days prior to a notice required to be
sent by the Indenture Trustee pursuant to Section 9.02(b).

         (b) Notice of any termination pursuant to Section 9.02(a) shall be
given promptly by the Indenture Trustee, by letter to Noteholders mailed not
later than the 10th day of the month immediately preceding the month of such
final Payment Date specifying (i) the Payment Date upon which final payment of
the Notes will be made, (ii) the scheduled amount of any such final payment,
(iii) that interest shall cease to accrue on the Class A Notes and the Class B
Notes on such final Payment Date and (iv) the address for presentation of the
Notes for final payment. On such final Payment Date, the Indenture Trustee shall
cause to be distributed the amounts otherwise distributable on such Payment Date
pursuant to Section 3.05 hereof, taking into account the purchase pursuant to
Section 9.02(a). After such Payment Date, interest on the Class A and Class B
Notes shall cease to accrue.

         (c) The final payment on any Note shall only be made upon the
presentation of such Note to the Indenture Trustee at the office specified in
the notice described in Section 9.02(b) above.

         (d) In the event that any amount due to any Noteholder remains
unclaimed, the Servicer shall, at its expense, cause to be published once, in
the eastern edition of The Wall Street Journal, notice that such money remains
unclaimed. If, within two years after such publication, such amount remains
unclaimed, the Servicer shall be entitled to all unclaimed funds and other
assets which remain subject hereto, and the Indenture Trustee upon written
direction from the Servicer shall transfer such funds and shall be discharged of
any responsibility for such funds and, the Noteholders shall look to the
Servicer for payment.

                                   ARTICLE X.

                         Noteholders' Lists and Reports

         Section 10.01 Note Registrar To Furnish To Indenture Trustee Names and
Addresses of Noteholders. The Note Registrar will furnish or cause to be
furnished to the Indenture Trustee (a) not more than five days after the earlier
of (i) each Record Date and (ii) three months after the last Record Date, a
list, in such form as the Indenture Trustee may reasonably require, of the names
and addresses of the Holders as of such Record Date, (b) at such other times as
the Indenture Trustee may request in writing, within 30 days after receipt by
the Issuer of any such request, a list of similar form and content as of a date
not more than 10 days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished. The Indenture Trustee or, if the
Indenture Trustee is not the Note Registrar, the Note Registrar shall furnish to


                                       47
<PAGE>   54


the Trust in writing upon their written request and at such other times as the
Trust may request a copy of the list of Noteholders.

         Section 10.02 Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee and the names and
addresses of Noteholders received by the Indenture Trustee in its capacity as
Note Registrar.

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

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

         Section 10.03 Reports by the Trust. (a) The Servicer, on behalf of the
Trust, shall:

                           (i) file with the Indenture Trustee, within 15 days
         after the Trust is required to file the same with the Commission,
         copies of the annual reports and copies 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 Trust 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;

                           (iii) supply to the Indenture Trustee (and the
         Indenture Trustee shall transmit by mail to all Noteholders described
         in TIA Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the Trust pursuant to clauses (i) and
         (ii) of this Section 10.03(a) as may be required by rules and
         regulations prescribed from time to time by the Commission; and

                           (iv) supply to the Indenture Trustee a report that
         complies with TIA Section 314(a)(4), as set forth in Section 6.06
         hereof.

                  (b) Unless the Trust otherwise determines, the fiscal year of
the Trust shall end as of December 31 of each year for purposes of this section.


                                       48
<PAGE>   55


                  Section 10.04 Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after each August 31, beginning with August 31,
2000, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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

                  Section 10.05 Compliance Certificates and Opinions, etc. Upon
any application or request by the Trust to the Indenture Trustee to take any
action under any provision of this Indenture, the Trust shall furnish to the
Indenture Trustee (i) an Officer's Certificate stating that all conditions
precedent, if any, provided for in this Indenture relating to the proposed
action have been complied with, (ii) an Opinion of Counsel stating that in the
opinion of such counsel all such conditions precedent, if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public accountants meeting the applicable requirements of
this Section, except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

                                   ARTICLE XI.

                            MISCELLANEOUS PROVISIONS

                  Section 11.01 Amendment. (a) This Indenture may be amended
from time to time by the Trust, the Servicer, SierraCities.com and the Indenture
Trustee, without the consent of any of the Noteholders, to cure any ambiguity
herein; provided, however, that such action


                                       49
<PAGE>   56


shall not, as evidenced by an Opinion of Counsel acceptable to the Indenture
Trustee, adversely affect in any respect the interests of any Noteholder.

                  (b) This Indenture may also be amended from time to time by
the Trust, the Servicer, SierraCities.com and the Indenture Trustee with the
consent of the Majority Holders for the purpose of adding any provisions to or
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of the Noteholders; provided, however,
that no such amendment shall (i) increase or reduce in any manner the amount of,
or accelerate or delay the timing of, collections of payments on Contracts or
distributions that are required to be made on any Note without the consent of
the Holder of such Note or (ii) reduce the aforesaid percentage required to
consent to any such amendment, without the consent of the Holders of all Notes
then outstanding.

                  (c) Prior to the effectiveness of any amendment under Section
11.01(a) or (b), the Rating Agencies shall have confirmed in writing their
respective ratings of the Notes.

                  (d) Promptly after the execution of any such amendment, the
Indenture Trustee shall furnish a written copy of the text of such amendment
(and any consent required with respect thereto) to each Noteholder and the
Rating Agencies.

                  (e) Approval of the particular form of any proposed amendment
or consent shall not be necessary for the consent of the Noteholders under
Section 11.01(b), but it shall be sufficient if such consent shall approve the
substance thereof. The manner of obtaining such consents and of evidencing the
authorization of the execution thereof by the Noteholders shall be subject to
such reasonable requirements as the Indenture Trustee may prescribe.

                  (f) The Indenture Trustee shall be entitled to receive an
Officer's Certificate and an Opinion of Counsel to the effect that all
conditions precedent to the amendment of this Indenture have been satisfied. The
Indenture Trustee may, but shall not be obligated to, execute and deliver any
such amendment which affects that Indenture Trustee's rights, powers, immunities
or indemnifications hereunder.

                  Section 11.02 Conformity With Trust Indenture Act. Every
amendment of this Indenture and every supplemental indenture executed pursuant
to this Article XI shall conform to the requirements of the Trust Indenture Act
as then in effect so long as this Indenture shall then be qualified under the
TIA.

                  Section 11.03 Limitation on Rights of Noteholders. (a) The
death or incapacity of any Noteholder shall not operate to terminate this
Indenture or the Trust, nor entitle such Noteholder's legal representatives or
heirs to claim an accounting or to take any action or commence any proceeding in
any court for a partition or winding up of the Trust, nor otherwise affect the
rights, obligations and liabilities of the parties hereto or any of them.

                  (b) It is understood and intended, and expressly covenanted by
each Noteholder with every other Noteholder and the Indenture Trustee, that no
one or more Holders of Notes shall have any right in any manner whatever by
virtue or by availing itself or themselves of any provisions of this Indenture
to affect, disturb or prejudice the rights of the Holders of any other of the
Notes, to obtain or seek to obtain priority over or preference to any


                                       50
<PAGE>   57


other Holder of the same class of Notes or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable and
common benefit of all Noteholders of the same class. For the protection and
enforcement of the provisions of this Section 11.03, each and every Noteholder
and the Indenture Trustee shall be entitled to such relief as can be given
either at law or in equity.

                  Section 11.04 Counterparts. For the purpose of facilitating
the execution of this Indenture and for other purposes, this Indenture may be
executed simultaneously in any number of counterparts, each of which
counterparts shall be deemed to be an original, and all of which counterparts
shall constitute but one and the same instrument.

                  Section 11.05 Governing Law. THIS INDENTURE SHALL BE GOVERNED
BY, AND CONSTRUED IN ACCORDANCE WITH, THE LAWS OF THE STATE OF NEW YORK AND THE
OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS, WITHOUT REGARD TO THE CONFLICT OF LAWS PROVISIONS OF
ANY STATE.

                  Section 11.06 Notices. All demands, notices, instructions,
directions and communications (other than periodic communications of a routine
nature made in connection with the dissemination of information regarding the
Pledged Property, the Servicer and the Trust required to be delivered hereunder,
which shall be delivered or mailed by first class mail or facsimile
transmission) hereunder shall be in writing, personally delivered or mailed by
overnight courier, and shall be deemed to have been duly given upon receipt (a)
in the case of the Servicer, at 600 Travis Street, Suite 7050, Houston, Texas
77002, Attention: Sandy Ho, telephone (713) 221-8822, telecopy (713) 221-1818,
(b) in the case of the Trust, Christiana Bank & Trust Company, at Greenville
Center, 3801 Kennett Pike, Greenville, Delaware 19807, Attention: Corporate
Trust Administration, telephone (302) 421-5800, telecopy (302) 421-5815, (c) in
the case of the Indenture Trustee, at Four Albany Street, 10th Floor, New York,
New York 10006, Attention: Corporate Trust and Agency Group Structured Finance
Team, telephone 212-250-4237, telecopy 212-250-6439, (d) in the case of Moody's,
99 Church Street, New York, New York 10004, Attention: ABS Monitoring Group,
telephone (212) 553-0300, telecopy (212) 553-3856, (e) in the case of DCR, 55
East Monroe Street, Suite 3800, Chicago, Illinois 60603, Attention: Asset Backed
Monitoring - Equipment Leases, telephone (312) 368-3160, telecopy (312) 368-2069
and (f) any notice so mailed within the time prescribed in this Indenture shall
be conclusively presumed to have been duly given on the fifth Business Day
following mailing, whether or not the Noteholder receives such notice.

                  Section 11.07 Severability of Provisions. If any one or more
of the covenants, agreements, provisions, or terms of this Indenture shall be
for any reason whatsoever held invalid, then such covenants, agreements,
provisions or terms shall be deemed severable from the remaining covenants,
agreements, provisions or terms of this Indenture and shall in no way affect the
validity or enforceability of the other provisions of this Indenture or of the
Notes or the rights of the Holders thereof.


                                       51
<PAGE>   58


                  Section 11.08 Conflict with Trust Indenture Act. If any
provision hereof limits, qualifies or conflicts with another provision hereof
that is required to be included in this indenture by any of the provisions of
the TIA, such required provision shall control.

                  The provisions of TIA Sections 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 11.09 Reserved.

                  Section 11.10 Assignment. Notwithstanding anything to the
contrary contained herein, except as provided in Section 5.02 of the Servicing
Agreement, this Indenture may not be assigned by the Servicer except with the
prior written consent of the Trust and the Holders of the Notes of the
applicable Class evidencing Percentage Interests of not less than 66-2/3%.
Notice of any such assignment received by a Responsible Officer of the Indenture
Trustee shall be given to the Rating Agencies by the Indenture Trustee.

                  Section 11.11 Binding Effect. This Indenture shall inure to
the benefit of, and shall be binding upon the Servicer, the Trust, the Indenture
Trustee and the Noteholders and their respective successors and permitted
assigns, subject, however, to the limitations contained in this Indenture. This
Indenture shall not inure to the benefit of any Person other than the Trust, the
Servicer, the Indenture Trustee and the Noteholders.

                  Section 11.12 Survival of Agreement. All covenants,
agreements, representations and warranties made herein and in the other
documents delivered pursuant hereto shall survive the pledge of the Pledged
Property and the issuance of the Notes and shall continue in full force and
effect until terminated pursuant to Section 9.01 hereof.

                  Section 11.13 Captions. The captions or headings in this
Indenture are for convenience only and in no way define, limit or describe the
scope or intent of any provisions or sections of this Indenture.

                  Section 11.14 Exhibits. The Exhibits to this Indenture are
hereby incorporated herein and made a part hereof and are an integral part of
this Indenture.

                  Section 11.15 Calculations. Except as otherwise provided in
this Indenture, all interest rate calculations under this Indenture, including
those with respect to the Contracts, will be made on the basis of a 360-day year
and twelve 30-day months (i.e., each Interest Accrual Period shall be deemed to
be equal 30 day periods) and will be carried out to at least seven decimal
places.

                  Section 11.16 No Proceedings. The Servicer, SierraCities.com,
the Trust and the Indenture Trustee each hereby agrees that it will not directly
or indirectly institute, or cause to be instituted, against the Trust
Certificate Holder or the Trust any bankruptcy or insolvency proceeding so long
as there shall not have elapsed one year plus one day since the maturity date of
the latest maturing securities of the Trust.


                                       52
<PAGE>   59




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


                                  FIRST SIERRA HEALTHCARE EQUIPMENT
                                     CONTRACT TRUST 2000-1, a common law trust
                                     acting through its trustee, CHRISTIANA BANK
                                     & TRUST COMPANY, not in its individual
                                     capacity but solely as owner trustee, as
                                     Issuer



                                  By /s/ Louis W. Geibel
                                    -------------------------------------------
                                         Louis W. Geibel
                                         Vice President


                                  SIERRACITIES.COM INC., as Servicer



                                  By /s/ E. Roger Gebhart
                                    -------------------------------------------
                                         E. Roger Gebhart
                                         Executive Vice President


                                  BANKERS TRUST COMPANY, not in its individual
                                    capacity but solely as Indenture Trustee



                                  By /s/ Patricia Russo
                                    -------------------------------------------
                                         Patricia Russo
                                         Vice President





                          [Signature Page to Indenture]


<PAGE>   60


                FIRST SIERRA HEALTHCARE EQUIPMENT CONTRACT TRUST
                                  SERIES 2000-1

                            ANNEX A -- DEFINED TERMS

         "Account" means any account established pursuant to Article III of the
Indenture.

         "Addition Notice" means, with respect to any transfer of Subsequent
Contracts to the Trust pursuant to Section 2.02(c) of the Receivables Transfer
Agreement, notice of a Seller's election to transfer Subsequent Contracts to the
Trust, such notice to designate the related Subsequent Transfer Date and the
approximate aggregate Discounted Contract Principal Balance of the Subsequent
Contracts to be transferred on such Subsequent Transfer Date.

         "Advance Payment" means, with respect to a Contract and a Collection
Period, any Scheduled Payment, Final Scheduled Payment or portion of either made
by or on behalf of an Obligor and received by the Servicer during such
Collection Period, which Scheduled Payment, Final Scheduled Payment or portion
thereof does not become due until a subsequent Collection Period.

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

         "Aggregate Discounted Contract Principal Balance" means, at any time of
determination, an amount equal to the sum of the Discounted Contract Principal
Balances of all Contracts then comprising the Pledged Property.

         "Aggregate Initial Note Principal Balance" means the aggregate of the
Initial Class A Note Principal Balance and the Initial Class B Note Principal
Balance.

         "Aggregate Note Principal Balance" means, as of any date of
determination, the aggregate of the Class A Note Principal Balance and the Class
B Note Principal Balance Outstanding on such date of determination.

         "Applicable Securities" means, for so long as the Class A Note
Principal Balance is greater than zero, the Class A Notes; following reduction
of the Class A Note Principal Balance to zero, and for so long as the Class B
Note Principal Balance is greater than zero, the Class B Notes; following
reduction of the Class B Note Principal Balance to zero, the Trust Certificate.

         "Applicant" has the meaning specified in Section 5.06 of the Indenture.

         "Authorized Officer" means, with respect to the Issuer and the
Servicer, any officer or agent acting pursuant to a power of attorney of the
Owner Trustee or the Servicer, as applicable, who is authorized to act for the
Owner Trustee or the Servicer, as applicable, in




                                      A-1
<PAGE>   61

matters relating to the Trust and who is identified on the list of Authorized
Officers delivered by each of the Owner Trustee and the Servicer to the
Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

         "Available Funds" means, with respect to a Payment Date, (i) all
amounts held in the Collection Account on the related Determination Date for the
related Collection Period, after taking into account all deposits to be made on
such Determination Date, (ii) proceeds of any Servicer Advances to be made no
later than the Business Day immediately prior to the Payment Date, other than
any such amounts which relate to any subsequent Collection Period, (iii) any
Repurchase Amounts to be deposited by the Trust Certificate Holder two Business
Days prior to the Payment Date pursuant to Section 4.01 of the Indenture (iv) on
each Payment Date on or prior to the Payment Date in June 2000, the Capitalized
Interest Requirement, if any, and (v) on the Payment Date immediately following
the termination of the Pre-Funding Period, the amount on deposit in the
Pre-Funding Account at such time.

         "Bankruptcy Code" means the Bankruptcy Code of 1978, as amended, as
codified under Title 11 of the United States Code, and the Bankruptcy Rules
promulgated thereunder, as the same may be in effect from time to time.

         "Base Principal Amount" means, with respect to any Payment Date, an
amount equal to the sum of (i) the excess of (x) the Aggregate Discounted
Contract Principal Balances of the Contracts as of the close of business on the
last day of the second preceding Collection Period over (y) the Aggregate
Discounted Contract Principal Balances of the Contracts as of the close of
business on the last day of the immediately preceding Collection Period plus
(ii) on the Payment Date immediately following the termination of the
Pre-Funding Period, the amount on deposit in the Pre-Funding Account at such
time.

         "Benefit Plan" has the meaning as specified in Section 5.03(f) of the
Indenture.

         "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions in New York, New York, Houston, Texas, Greenville,
Delaware, in the city and State where the Indenture Trustee's principal
corporate trust office is located, or in the city and State where the Servicer's
principal office is located, are authorized or obligated by law, executive order
or governmental decree to be closed; provided, however, that the Servicer shall,
from time to time, deliver written notice to the other parties hereto of any
differences in Business Days between the States of Texas (or any other state
where the Servicer has its principal office) and New York.

         "Capitalized Interest Account" means the account established and
maintained pursuant to Section 3.02(b) of the Indenture.

         "Capitalized Interest Account Deposit" means $12.79.

         "Capitalized Interest Requirement" means with respect to any Payment
Date occurring during the Pre-Funding Period, an amount equal to interest for
the related Interest Accrual Period on the amount on deposit in the Pre-Funding
Account, calculated at the sum of the weighted average of the Note Rates on the
Notes.



                                      A-2
<PAGE>   62

         "Capitalized Interest Required Reserve Amount" means on any Payment
Date, an amount equal to the product of (i) the Discount Rate less the sum of
(a) the Servicing Fee Rate and (b) 2.5%, (ii) the amount on deposit in the
Pre-Funding Account as of such Payment Date, and (iii) a fraction, the numerator
of which is the number of days remaining until the Payment Date immediately
following the termination of the Pre-Funding Period and the denominator of which
is 360.

         "Calculation Date" means, with respect to a Collection Period, the
close of business on the last day of such Collection Period, or if such day is
not a Business Day, the immediately succeeding Business Day.

         "Casualty Loss" means, with respect to a Contract, any loss, theft,
condemnation, governmental taking, destruction, or damage beyond repair of any
item of Equipment subject thereto which results, in accordance with the terms of
the Contract, in a reduction in the number or amount of any future Scheduled
Payments due thereunder or in the termination of the Obligor's obligation to
make future Scheduled Payments thereunder.

         "Certificate Register" and "Certificate Registrar" shall mean the
register mentioned and the registrar appointed pursuant to Section 3.4 of the
Trust Agreement.

         "Class" means all of the Class A-1 Notes, and all of the Class A-2
Notes and all of the Class B Notes, as applicable.

         "Class A Base Principal Distribution Amount" means with respect to any
Payment Date, the sum of (a) the product of (i) the Class A Percentage and (ii)
the Base Principal Amount for the related Collection Period plus (b) Overdue
Principal with respect to the Class A Notes.

         "Class A Maturity Date" means the Class A-1 Maturity Date or the Class
A-2 Maturity Date, as applicable.

         "Class A Note" means any one of the Class A-1 Notes, or the Class A-2
Notes.

         "Class A Note Factor" means the seven digit decimal number that the
Servicer will compute or cause to be computed for each Collection Period and
will make available to the Indenture Trustee on the related Determination Date
representing the ratio of (a) the Class A Note Principal Balance which will be
outstanding on the next Payment Date (after taking into account all
distributions to be made on such Payment Date) to (b) the Initial Class A Note
Principal Balance.

         "Class A Noteholder" means the Person in whose name a Class A Note is
registered in the Register.

         "Class A Note Interest" means the Class A-1 Note Interest or the Class
A-2 Note Interest, as applicable.



                                      A-3
<PAGE>   63

         "Class A Note Principal Balance" means, at any time, the Initial Class
A Note Principal Balance minus all payments theretofore received by the Class A
Noteholders on account of principal.

         "Class A Overdue Principal" means, with respect to any Payment Date,
the difference, if any, equal to (a) the aggregate of the Class A Principal
Payment Amounts due on all prior Payment Dates and (b) the aggregate amount of
the principal (from whatever source) actually distributed to Class A Noteholders
on all prior Payment Dates.

         "Class A Percentage" means (a) with respect to the earlier of (i) each
Payment Date prior to and including the May 2001 Payment Date or (ii) the
Payment Date on which the Class A-1 Note Principal Balance has been reduced to
zero, 100.0% and (b) on each Payment Date beginning with the June 2001 Payment
Date until the Class A Note Principal Balance has been reduced to zero 92.55%;
provided, however, that following the occurrence of a Gross Charge-Off Event,
the Class A Percentage shall be equal to 100.0% until the Class A Note Principal
Balance has been reduced to zero.

         "Class A Percentage Interest" means the interest in the Class A Portion
of the Trust that is evidenced by a Class A Note and that is set forth on the
face of such Note; provided, however, that the Issuer shall only issue Class A
Notes evidencing in the aggregate Class A Percentage Interests totaling 100%. To
the extent that, for federal income tax purposes, the Class A Notes constitute
indebtedness, all references in this Agreement to Holders of Class A Notes
owning a specified percentage of the outstanding Class A Note Principal Balance
shall be construed to mean Holders of Class A Notes evidencing such specified
percentage of the then outstanding indebtedness.

         "Class A Portion" means the aggregate interest in the Trust evidenced
by the Class A Notes.

         "Class A Principal Payment Amount" means, for any Payment Date, the
lesser of (i) the Class A Base Principal Distribution Amount for such Payment
Date, and (ii) the Class A Note Principal Balance as of such Payment Date (prior
to making any distributions of principal on such Payment Date); provided,
however, for any Payment Date which occurs on a Class A Maturity Date for any
Class A Note, the Class A Principal Payment Amount shall not be less than the
amount required to reduce the Note Principal Balance of such Class of Class A
Notes to zero.

         "Class A Termination Date" means the date on which all amounts owing to
the Class A Noteholders have each been paid in full.

         "Class A-1 Maturity Date" means the Payment Date in January 2005.

         "Class A-1 Note" means any one of the Class A-1 Notes executed and
authenticated by the Indenture Trustee, substantially in the form of Exhibit C-1
to the Indenture.

         "Class A-1 Note Current Interest" means, with respect to any Collection
Period, the interest accrued during the related Interest Accrual Period, equal
to the product of (x) a fraction, the numerator of which is the number of actual
days elapsed during the related Interest



                                      A-4
<PAGE>   64

Accrual Period and the denominator of which is 360, (y) the Class A-1 Note Rate
and (z) the aggregate Class A-1 Note Principal Balance outstanding immediately
prior to such Payment Date.

         "Class A-1 Noteholder" means the Person in whose name a Class A-1 Note
is registered in the Register.

         "Class A-1 Note Interest" means, with respect to any Collection Period,
the Class A-1 Note Current Interest and the Class A-1 Overdue Interest.

         "Class A-1 Note Principal Balance" means, at any time, the Initial
Class A-1 Note Principal Balance minus all payments theretofore received by the
Class A-1 Noteholders on account of principal.

         "Class A-1 Note Rate" means 7.49% per annum.

         "Class A-1 Overdue Interest" means, with respect to any Payment Date,
the difference between (a) the sum of (i) the excess, if any, of any Class A-1
Note Interest due on the immediately preceding Payment Date over the Class A-1
Note Interest paid on such immediately preceding Payment Date and (ii) without
duplication of the amount described in clause (i), the amount of the Class A-1
Overdue Interest due and unpaid as of the immediately preceding Payment Date and
(b) any Class A-1 Overdue Interest paid on such Payment Date.

         "Class A-1 Percentage Interest" means the interest in the Class A-1
Portion of the Trust that is evidenced by a Class A-1 Note and that is set forth
on the face of such Note; provided, however, that the Issuer shall only issue
Class A-1 Notes evidencing in the aggregate Class A-1 Percentage Interests
totaling 100%. To the extent that, for federal income tax purposes, the Class
A-1 Notes constitute indebtedness, all references in the Transaction Documents
to Holders of Class A-1 Notes owning a specified percentage of the outstanding
Class A-1 Note Principal Balance shall be construed to mean Holders of Class
A-1 Notes evidencing such specified percentage of the then outstanding
indebtedness.

         "Class A-1 Portion" means the aggregate interest in the Trust evidenced
by the Class A-1 Notes.

         "Class A-2 Maturity Date" means the Payment Date in December 2010.

         "Class A-2 Note" means any one of the Class A-2 Notes executed and
authenticated by the Indenture Trustee, substantially in the form of Exhibit C-2
to the Indenture.

         "Class A-2 Note Current Interest" means, with respect to any Collection
Period, the interest accrued during the related Interest Accrual Period, equal
to the product of (x) one-twelfth of the Class A-2 Note Rate and (y) the
aggregate Class A-2 Note Principal Balance outstanding immediately prior to such
Payment Date.

         "Class A-2 Noteholder" means the Person in whose name a Class A-2 Note
is registered in the Register.



                                      A-5
<PAGE>   65

         "Class A-2 Note Interest" means, with respect to any Collection Period,
the Class A-2 Note Current Interest and the Class A -2 Overdue Interest.

         "Class A-2 Note Principal Balance" means, at any time, the Initial
Class A-2 Note Principal Balance minus all payments theretofore received by the
Class A-2 Noteholders on account of principal.

         "Class A-2 Note Rate" means 7.77% per annum.

         "Class A-2 Overdue Interest" means, with respect to any Payment Date,
the difference between (a) the sum of (i) the excess, if any, of any Class A-2
Note Interest due on the immediately preceding Payment Date over the Class A-2
Note Interest paid on such immediately preceding Payment Date and (ii) without
duplication of the amount described in clause (i), the amount of the Class A-2
Overdue Interest due and unpaid as of the immediately preceding Payment Date,
and (b) any Class A-2 Overdue Interest paid on such Payment Date.

         "Class A-2 Percentage Interest" means the interest in the Class A-2
Portion of the Trust that is evidenced by a Class A-2 Note and that is set forth
on the face of such Note; provided, however, that the Issuer shall only issue
Class A-2 Notes evidencing in the aggregate Class A-2 Percentage Interests
totaling 100%. To the extent that, for federal income tax purposes, the Class
A-2 Notes constitute indebtedness, all references in the Transaction Documents
to Holders of Class A-2 Notes owning a specified percentage of the outstanding
Class A-2 Note Principal Balance shall be construed to mean Holders of Class A-2
Notes evidencing such specified percentage of the then outstanding indebtedness.

         "Class A-2 Portion" means the aggregate interest in the Trust evidenced
by the Class A-2 Notes.

         "Class B Base Principal Distribution Amount" means, with respect to any
Payment Date, the sum of (a) the product of (i) the Class B Percentage and (ii)
the Base Principal Amount for the related Collection Period plus (b) Overdue
Principal with respect to the Class B Notes.

         "Class B Maturity Date" means the Payment Date in May 2011.

         "Class B Note" means any one of the Class B Notes executed and
authenticated by the Indenture Trustee, substantially in the form of Exhibit D-1
to the Indenture.

         "Class B Note Current Interest" means, with respect to any Payment
Date, the interest accrued during the related Interest Accrual Period, equal to
the product of (x) one-twelfth of the Class B Note Rate and (y) the Class B Note
Principal Balance outstanding immediately prior to such Payment Date.

         "Class B Note Factor" means the seven digit decimal number that the
Servicer will compute or cause to be computed for each Collection Period and
will make available to the Indenture Trustee on the related Determination Date
representing the ratio of (a) the Class B Note Principal Balance which will be
outstanding on the next Payment Date (after taking into



                                      A-6

<PAGE>   66

account all distributions to be made on such Payment Date) to (b) the Initial
Class B Note Principal Balance.

         "Class B Noteholder" means the Person in whose name a Class B Note is
registered in the Register.

         "Class B Note Interest" means, with respect to any Payment Date, the
Class B Note Current Interest and the Class B Overdue Interest.

         "Class B Note Principal Balance" means, at any time, the Initial Class
B Note Principal Balance minus all payments theretofore received by the Class B
Noteholders on account of principal.

         "Class B Note Rate" means 7.95% per annum.

         "Class B Overdue Interest" means, with respect to any Payment Date, the
difference between (a) the sum of (i) the excess, if any, of any Class B Note
Interest due on the immediately preceding Payment Date over the Class B Note
Interest paid on such immediately preceding Payment Date and (ii) without
duplication of the amount described in clause (i), the amount of the Class B
Overdue Interest due and unpaid as of the immediately preceding Payment Date,
and (b) any Class B Overdue Interest paid on such Payment Date.

         "Class B Overdue Principal" means, with respect to any Payment Date,
the difference, if any, equal to (a) the aggregate of the Class B Principal
Payment Amounts due on all prior Payment Dates and (b) the aggregate amount of
the principal (from whatever source) actually distributed to Class B Noteholders
on all prior Payment Dates.

         "Class B Percentage" means on any date of determination, 100% minus the
Class A Percentage as of such date of determination.

         "Class B Percentage Interest" means the interest in the Class B Portion
of the Trust that is evidenced by a Class B Note and that is set forth on the
face of such Note; provided, however, that the Issuer shall only issue Class B
Notes evidencing in the aggregate Class B Percentage Interests totaling 100%. To
the extent that, for federal income tax purposes, the Class B Notes constitute
indebtedness, all references in the Transaction Documents to Holders of Class B
Notes owning a specified percentage of the outstanding Class B Note Principal
Balance shall be construed to mean Holders of Class B Notes evidencing such
specified percentage of the then outstanding indebtedness.

         "Class B Portion" means the aggregate interest in the Trust evidenced
by the Class B Notes.

         "Class B Principal Payment Amount" means, for any Payment Date, the
lesser of (i) the Class B Base Principal Distribution Amount for such Payment
Date and (ii) the amount necessary to reduce the Class B Note Principal Balance
to zero.

         "Closing Date" means April 11, 2000.



                                      A-7
<PAGE>   67

         "Code" means the Internal Revenue Code of 1986, as amended, and the
Treasury Regulations adopted thereunder, as the same may be in effect from time
to time and any successor thereto.

         "Collection Account" means the Eligible Bank Account established
pursuant to Section 3.01 of the Indenture.

         "Collection Period" means, with respect to any Payment Date, the period
from the opening of business on the second day of the immediately preceding
calendar month through the close of business on the first day of the calendar
month in which such Payment Date occurs.

         "Collections" means, with respect to a Collection Period and a
Contract, all Scheduled Payments, Liquidation Proceeds, Insurance Proceeds,
Early Termination Contract Proceeds, Prepayments, proceeds from any Contract
subject to a Casualty Loss, Final Scheduled Payments, Prepayments and amounts
received in respect of the Contracts or related Equipment pursuant to any Source
Agreements (including amounts received as a Source Repurchase Price from the
Source under any recourse agreements, amounts received as a Source Repurchase
Price from the Guarantor, amounts withdrawn from the Reserve Account or amounts
withdrawn from the Letter of Credit Deposit Account) and Defaulted Contract
Recoveries received by the Servicer from or on behalf of an Obligor with respect
to such Contract during such Collection Period. Collections do not include
Servicing Charges, Excluded Amounts, Repurchase Amounts, Advance Payments and
Servicer Advances.

         "Computer Tape" means, collectively, the computer tapes generated by
the Servicer which provide information relating to the Contracts and which were,
or will be, used by the Servicer in selecting the Contracts conveyed to the
Issuer pursuant to the Receivables Transfer Agreement and any Subsequent
Transfer Agreement.

         "Contract" means each of the agreements evidencing the indebtedness of
the related Obligor, including, as applicable, schedules, supplements and
amendments thereto, under which the Source or SierraCities.com, as applicable,
leases or finances specified Equipment to an Obligor and which are conveyed to
the Trust and identified on the List of Initial Contracts delivered on the
Closing Date, with respect to Subsequent Contracts, on the List of Subsequent
Contracts delivered on the related Subsequent Transfer Date or, with respect to
Substitute Contracts, on the List of Substitute Contracts delivered on the
related Substitute Transfer Date.

         "Contract File" means, with respect to each Contract, (1) a certified
copy of the master Contract, if applicable, (2) the executed original
counterpart of the Contract that constitutes "chattel paper" or an "instrument"
for purposes of Sections 9-105(1)(b), 9-105(l)(i) or 9-305 of the UCC, (3) an
original certificate, executed by an Obligor, evidencing delivery and acceptance
of the Equipment, (4) Obligor's corporate resolutions and secretary's
certificate, if required under the Credit and Collection Policies and
Procedures, (5) a guaranty, if any, (6) copies of documentation relating to the
purchase of the Equipment, (7) documents evidencing or related to any Insurance
Policy (such documents required to be included therein only with respect to
Equipment which had an Original Equipment Cost of more than $40,000), (8)
evidence of filing or copies of all UCC financing statements filed with respect
to the Equipment or the Contract in accordance with the Filing Requirements; all
such UCC financing statements




                                      A-8
<PAGE>   68

shall include either (a) UCC standard forms executed by the debtor and the
secured party, as required, or (b) evidence of the electronic filing of such UCC
financing statement, in which case acknowledgement copies shall be forwarded
promptly as they are received, (9) with respect to a Contract originated by the
Source, a certified copy of the related sale and assignment between the Source
and SierraCities.com, as well as any other Contract assignments, (10) copies of
any additional Contract documents evidencing any changes or modifications of a
Contract by the Servicer in accordance with the terms of the Servicing
Agreement, and (11) reference to the applicable contract management code on the
Contract Management System and any other documents relating thereto held by
SierraCities.com, as Servicer.

         "Contract Management Code" has the meaning set forth in Section 2.01 of
the Receivables Transfer Agreement.

         "Contract Management System" means the computerized electronic contract
management system maintained by SierraCities.com for all Contracts and other
agreements similar to the Contracts.

         "Contract Number" means, with respect to each Contract, its identifying
number.

         "Contract Pool" means, at any time, all Contracts held as part of the
Pledged Property.

         "Conveyance Date" means, with respect to the Initial Contracts, the
Closing Date, with respect to a Subsequent Contract, the related Subsequent
Transfer Date and with respect to Substitute Contracts, the Substitute Transfer
Date.

         "Conveyed Assets" means the Initial Conveyed Assets, the Subsequent
Conveyed Assets and the Substitute Conveyed Assets.

         "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of this Agreement is specified in Section
11.06 of the Indenture.

         "Credit and Collection Policies and Procedures" means the credit and
collection policies and procedures of the Servicer.

         "Credit File" means, with respect to each Contract, the following
documents: (a) copies of the Contract, any UCC financing statements and any
other original documents related to the Contract, (b) the application of the
related Obligor, (c) documentation evidencing the information with respect to
such Contract input into the Contract Management System and (d) any other
information required by the Servicer pursuant to its customary policies and
procedures.

         "Cut-Off Date" means, with respect to the Initial Contracts, the
Initial Cut-Off Date, with respect to the Subsequent Contracts, the related
Subsequent Cut-Off Date and with respect to each Substitute Contract, the
related Substitute Cut-Off Date.

         "DCR" means Duff & Phelps Credit Rating Co.



                                      A-9
<PAGE>   69

         "Default Notice" means the notice, substantially in the form of Exhibit
E to the Indenture, delivered by the Servicer to the Indenture Trustee, the
Source and the Guarantor of the Source's obligation, whereby the Servicer seeks
to enforce Source Agreement Rights.

         "Defaulted Contract" means a Contract that becomes defaulted at the
earlier of the date on which (i) the Servicer has determined in its sole
discretion, in accordance with the Servicing Standard and its customary
servicing procedures, that such Contract is not collectible, (ii) all or part of
a Scheduled Payment thereunder is more than 180 days delinquent, or (iii) such
Contract was repurchased by the Source pursuant to the Source Agreement. The
determination as to delinquency of Scheduled Payments shall be made after the
application of amounts received in accordance with the Servicer's accounting
procedures related to classification of delinquency consistent with its
delinquency results for financial reporting purposes.

         "Defaulted Contract Recoveries" means all proceeds of the sale of
Equipment related to Defaulted Contracts and any amounts collected as judgments
against an Obligor or others related to the failure of such Obligor to pay any
required amounts under the related Contract or to return the Equipment, in each
case as reduced by (i) any unreimbursed Servicer Advances with respect to such
Contract or such Equipment and (ii) any reasonably incurred out-of-pocket
expenses incurred by the Servicer in enforcing such Contract or in liquidating
such Equipment.

         "Delinquent Contract" means, as of any Determination Date, any Contract
(other than a Contract which became a Defaulted Contract prior to such
Determination Date) with respect to which all or a portion of any Scheduled
Payment was not received when due by the Servicer as of the close of business on
the last day of the month in which such payment was due. The determination as to
delinquency of Scheduled Payments shall be made after the application of amounts
received in accordance with the Servicer's accounting procedures related to
classification of delinquency consistent with its delinquency results for
financial reporting purposes.

         "Depositor" means First Sierra Receivables III, Inc., a Delaware
corporation.

         "Depository" means The Depository Trust Company, 55 Water Street, New
York, New York 10041 and any successor Depository hereafter named.

         "Determination Date" means, with respect to a Payment Date, a date
which is two Business Days prior to such Payment Date.

         "Direct Participant" means any broker-dealer, bank or other financial
institution for which the Depository holds the Class A and Class B Notes from
time to time as a securities depositary.

         "Discounted Contract Principal Balance" means, with respect to any
Contract, on any Determination Date, the sum of the present value of all of the
remaining Scheduled Payments becoming due under such Contract after the end of
the prior Collection Period, discounted monthly at the Discount Rate in the
manner described below; provided, however, that except to the extent expressly
provided in the Indenture or the Servicing Agreement, the Discounted Contract
Principal Balance of any Defaulted Contract, Early Termination Contract,



                                      A-10
<PAGE>   70

or Expired Contract or Contract purchased by the Servicer or SierraCities.com
pursuant to the Servicing Agreement or by the Trust Certificate Holder pursuant
to the Indenture, shall be deemed to be equal to zero as of the last day of the
immediately preceding Collection Period.

         In connection with all calculations required to be made pursuant to the
Transaction Documents with respect to the determination of Discounted Contract
Principal Balances, for any date of determination the "Discounted Contract
Principal Balance" for each Contract shall be calculated assuming:

                  Scheduled Payments are due on the last day of each Collection
Period;

                  Scheduled Payments are discounted on a monthly basis using a
30 day month and a 360 day year; and

                  Scheduled Payments are discounted to the last day of the
Collection Period prior to the Determination Date.

         "Discount Rate" means, as of any date, 8.45%. The Discount Rate is
equal to the sum of (a) the Class B Note Rate and (b) the Servicer Fee Rate.

         "Drawing Certificate" means the drawing certificate delivered by the
Indenture Trustee to a Letter of Credit Confirming Bank to request a draw on a
Letter of Credit, substantially in the form of Exhibit F-1 and F-2 to the
Indenture.

         "Early Termination Contract" means any Contract that has terminated
pursuant to the terms of such Contract prior to its scheduled expiration date,
other than a Defaulted Contract.

         "Early Termination Contract Proceeds" means any and all cash proceeds
or rents realized from the sale or re-lease of Equipment under an Early
Termination Contract (net of reasonable out-of-pocket remarketing expenses).

         "Eligible Bank Account" means a segregated account, which may be an
account maintained with the Indenture Trustee, which is either (a) maintained
with a depository institution or trust company whose long term unsecured debt
obligations are rated at least, if deposits are to be held in such account for
more than thirty days, (i) "AA-" or better by S&P, (ii)"A2" or better by Moody's
and (iii) A by DCR and whose short-term unsecured obligations are rated at
least, if deposits are to be held in such account for thirty days or less, (i)
"A-1+" by S&P, (ii) "P-1" by Moody's and (iii) D-1 by DCR; provided, that if DCR
does not rate such entity then the ratings of S&P and Moody's shall suffice, or
(b) a segregated trust account or similar account maintained with a federally or
state chartered depository institution subject to regulations regarding
fiduciary funds on deposit substantially similar to 12 C.F.R. Section 9.10(b).

         "Eligible Contract" means any Contract that is not a Defaulted Contract
and with respect to which all of the representations and warranties set forth in
Section 2.02 of the Servicing Agreement were true as of the date made.

         "Eligible Investments" means any of the following, in each case as
determined at the time of the investment or contractual commitment to invest
therein (to the extent such



                                      A-11
<PAGE>   71

investments would not require the registration of the Trust as an investment
company pursuant to the Investment Company Act):

                  (a) negotiable instruments or securities represented by
         instruments in bearer or registered or book-entry form which evidence:

                           (i) obligations which have the benefit of the full
         faith and credit of the United States of America, including depository
         receipts issued by a bank as custodian with respect to any such
         instrument or security held by the custodian for the benefit of the
         holder of such depository receipt,

                           (ii) demand deposits or time deposits in, or bankers'
         acceptances issued by, any depository institution or trust company
         incorporated under the laws of the United States of America or any
         state thereof and subject to supervision and examination by Federal or
         state banking or depositary institution authorities; provided that at
         the time of the Indenture Trustee's investment or contractual
         commitment to invest therein, the certificates of deposit or short-term
         deposits (if any) or long-term unsecured debt obligations (other than
         such obligations whose rating is based on collateral or on the credit
         of a Person other than such institution or trust company) of such
         depositary institution or trust company has a credit rating in the
         highest rating category from each Rating Agency, or, if not rated by
         DCR or Moody's, the highest rating category provided by S&P;

                           (iii) certificates of deposit having a rating in the
         highest rating category by each of the Rating Agencies, or, if not
         rated by DCR and Moody's, the highest rating category provided by S&P;
         or

                           (iv) investments in money market funds which are (or
         which are composed of instruments or other investments which are) rated
         in the highest rating category by each of the Rating Agencies
         (including funds for which the Indenture Trustee or any of its
         Affiliates is investment manager or advisor), or, if not rated by DCR
         and Moody's, the highest rating category provided by S&P;

                  (b) demand deposits in the name of the Indenture Trustee in
         any depositary institution or trust company referred to in clause
         (a)(ii) above;

                  (c) commercial paper (having original or remaining maturities
         of no more than 270 days) having a credit rating in the highest rating
         category by each of the Rating Agencies, or, if not rated by DCR and
         Moody's, the highest rating category provided by S&P;

                  (d) Eurodollar time deposits that are obligations of
         institutions whose time deposits carry a credit rating in the highest
         rating category by each of the Rating Agencies, or, if not rated by DCR
         and Moody's, the highest rating category provided by S&P;

                  (e) repurchase agreements involving any Eligible Investment
         described in any of clauses (a)(i), (a)(iii) or (d) above, so long as
         the other party to the repurchase



                                      A-12
<PAGE>   72

     agreement has its long-term unsecured debt obligations rated in the
     highest rating category by each of the Rating Agencies, or, if not
     rated by DCR and Moody's, the highest rating category provided by S&P;
     and

                  (f) any other investment with respect to which the Rating
     Agency Condition has been satisfied.

         Any Eligible Investment must mature no later than the Business Day
prior to the next Payment Date.

         "Equipment" means, with respect to a Contract, the equipment leased,
sold or financed, as applicable, to an Obligor pursuant to such Contract, and
any inventory, accounts and other general intangibles or assets, as the case may
be, that secure payment under such Contract which Equipment includes the
Original Equipment, the Subsequent Equipment and the Substitute Equipment.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "Event of Default" has the meaning specified in Section 8.01 of the
Indenture.

         "Event of Servicing Termination" has the meaning specified in Section
6.01 of the Servicing Agreement.

         "Excess Amounts" means, with respect to any Contract, any payment
required to be paid by the related Obligor pursuant to such Contract at the
maturity of such Contract in excess of the final Scheduled Payment with respect
to such Contract.

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

         "Excluded Amounts" means any payments received from an Obligor or the
Source in connection with any application fees, tax processing fees, wire
transfer fees, express mail fees, insurance premiums, late charges and other
penalty amounts, taxes, fees or other charges imposed by any governmental
authority, any indemnity payments made by an Obligor for the benefit of the
obligee under the related Contract or any payments collected from an Obligor or
received from the Source relating to servicing and/or maintenance payments
pursuant to the related Contract or maintenance agreement, as applicable,
Expired Contract Proceeds (other than any amounts then due from a related Source
under the related Source Agreement) or any other non-rental charges reimbursable
to the Servicer in accordance with the Servicer's customary policies and
procedures plus any collections received following the end of the immediately
preceding Collection Period up to the amount of the Servicer Advance made on the
immediately preceding Payment Date.

         "Expired Contract" means any Contract that has terminated on its
scheduled expiration date after full payment of all Scheduled Payments and the
Final Scheduled Payment.

         "Expired Contract Proceeds" means any and all cash proceeds or rents
realized from the sale or re-lease of Equipment under an Expired Contract.



                                      A-13
<PAGE>   73

         "Federal Reserve Board" means the Board of Governors of the Federal
Reserve System and any successor thereto.

         "Filing Locations" means the jurisdictions in which any Equipment is
located under Contracts as of the applicable Cut-Off Date.

         "Filing Requirements" means

         (a) with respect to the Contracts, a UCC-1 financing statement with
respect to the assignment of all Contracts and any related Source Agreement
Rights by the related Source to SierraCities.com pursuant to the related Source
Agreement, by SierraCities.com to the Sellers pursuant to the Warehouse Trusts,
by the Sellers to the Owner Trustee, on behalf of the Issuer pursuant to the
Receivables Transfer Agreement,

         (b) with respect to the Contracts and any related Source Agreement
Rights, a UCC-1 financing statement with respect to the pledge by the Owner
Trustee, on behalf of the Issuer, of all Contracts and any related Source
Agreement Rights to the Indenture Trustee pursuant to the Indenture,

         (c) with respect to Equipment, (i) in each Filing Location in which
Equipment with an Original Equipment Cost of $75,000 or greater is then located,
financing statements on Form UCC-1 for Contracts originated by the Source,
naming the Obligor as debtor and the Source as secured party and First Sierra
Financial, Inc. or SierraCities.com as assignee; and (ii) with respect to clause
(i), the filings in paragraph (b) above in favor of the Indenture Trustee in
respect of the Contracts shall include all related rights relating to such
Contracts, including the security interests in the Equipment subject to this
clause (c).

         "Final Scheduled Payment" means, with respect to any Contract, any
payment set forth in such Contract other than the regular Scheduled Payment
which is required to be paid by the related Obligor at the maturity of such
Contract.

         "Financing Statements" means a form UCC-1 financing statement.

         "First Sierra Group" means, as of any relevant date, the affiliated
group within the meaning of section 1504 of the Code of which SierraCities.com,
or any successor thereto, is the common parent, or of which SierraCities.com is
a member, and shall mean any group eligible to file consolidated, combined or
unitary returns for state, local or foreign tax purposes which includes
SierraCities.com, regardless of the identity of the common parent.

         "GAAP" means generally accepted accounting principles set forth from
time to time in the opinions and pronouncements of the Accounting Principles
Board and the American Institute of Certified Public Accountants and statements
and pronouncements of the Financial Accounting Standards Board (or agencies with
similar function of comparable stature and authority within the accounting
profession), or in such other statements by such other entity as may be in
general use by significant segments of the U.S. accounting profession, which are
applicable to the circumstances as of the date of determination.



                                      A-14
<PAGE>   74

         "Governmental Authority" means (a) any federal, state, county,
municipal or foreign government, or political subdivision thereof, (b) any
governmental or quasi-governmental agency, authority, board, bureau, commission,
department, instrumentality or public body, (c) any court or administrative
tribunal or (d) with respect to any Person, any arbitration tribunal or other
non-governmental authority to the jurisdiction of which such Person has
consented.

         "Gross Charge-Off Event" exists on any Payment Date on which the Gross
Charge-Off Ratio exceeds 10.0 %.

         "Gross Charge-Off Ratio" means, with respect to any Payment Date, the
quotient, expressed as a percentage, of (a) the sum of the aggregate Discounted
Contract Principal Balance of all Defaulted Contracts divided by (b) the
Aggregate Discounted Contract Principal Balance of all Contracts as of the
related Conveyance Date. For the purposes of the calculation of the Gross
Charge-Off Ratio, the Discounted Contract Principal Balance of any Contract
which is a Defaulted Contract shall not be zero, but shall instead be calculated
as provided in the definition of Discounted Contract Principal Balance without
reference to the last proviso in such definition.

         "Guarantor" means Sky Financial Group, Inc. as guarantor of the
Source's obligations under the Source Agreement.

         "Guaranty" means that certain Guaranty dated as of October 1, 1999 in
favor of SierraCities.com by Sky Financial Group, Inc.

         "Holder" means the Person in whose name a Note is registered in the
Register, or in the case of a Trust Certificate, in the Certificate Register, as
the case may be.

         "Holding Trust Agreement" means the First Sierra Holding Trust III
Trust Agreement, dated as of March 1, 2000, between the Depositor of the Holding
Trust and the Owner Trustee of the Holding Trust.

         "Holding Trust" means First Sierra Holding Trust III.

         "Income Taxes" means any federal, state, local or foreign taxes based
upon, measured by, or imposed upon gross or net income, gross or net receipts,
capital, net worth, or the privilege of doing business, and any minimum taxes or
withholding taxes based upon any of the foregoing, including any penalties,
interest or additions to tax imposed with respect thereto.

         "Indebtedness" means, as to any Person, (a) all indebtedness of such
Person for borrowed money, (b) all leases of equipment of such Person as
Obligor, (c) to the extent not included in clause (b), above, all capital leases
of such Person as Obligor, (d) any obligation of such Person for the deferred
purchase price of Property or services (other than trade or other accounts
payable in the ordinary course of business and not more than ninety (90) days
past due), (e) any obligation of such Person that is secured by a Lien on assets
of such Person, whether or not that Person has assumed such obligation or
whether or not such obligation is non-recourse to the credit of such Person, (f)
obligations of such Person arising under acceptance facilities or under
facilities for the discount of accounts receivable of such Person and (g) any
obligation of




                                      A-15
<PAGE>   75

such Person to reimburse the issuer of any letter of credit issued for the
account of such Person upon which a draw has been made.

         "Indenture" means the Indenture, dated as of March 1, 2000, among the
Trust, the Servicer and the Indenture Trustee, as amended, supplemented or
otherwise modified from time to time.

         "Indenture Trustee" means the institution executing the Indenture and
Servicing Agreement as Indenture Trustee, or its successor in interest, and any
successor indenture trustee appointed as provided herein, or any successor to
the Indenture Trustee's corporate trust business (or a substantial portion
thereof) and initially shall mean Bankers Trust Company, a New York banking
corporation.

         "Indenture Trustee Fee" means, with respect to each Payment Date, an
amount equal to $416.67.

         "Indenture Trustee Expenses" means, the reasonable expenses of the
Indenture Trustee, as set forth in Section 7.07(a)(ii) of the Indenture.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 10.05 of the
Indenture, prepared by an Independent appraiser or other expert appointed
pursuant to an Issuer Order and approved by the Indenture Trustee in the
exercise of reasonable care, and such opinion or certificate shall state that
the signer has read the definition of "Independent" in the Indenture and that
the signer is Independent within the meaning thereof.

         "Independent Public Accountant" means any of (a) Arthur Andersen LLP,
(b) Deloitte & Touche, (c) PricewaterhouseCoopers, (d) Ernst & Young, and (e)
KPMG Peat Marwick (and any successors thereof); provided, that such firm is
independent with respect to the Servicer or any subservicer, as the case may be,
within the meaning of the Securities Act of 1933, as amended.

         "Indirect Participant" means any financial institution for whom any
Direct Participant holds an interest in a Class A or Class B Note.

         "Initial Aggregate Discounted Contract Principal Balance" means the
Aggregate Discounted Contract Principal Balance as of the Initial Cut-Off Date,
which amount is equal to $188,652,640.43.

         "Initial Class A Note Principal Balance"            $174,600,000

         "Initial Class A-1 Note Principal Balance"          $ 75,000,000

         "Initial Class A-2 Note Principal Balance"          $ 99,600,000

         "Initial Class B Note Principal Balance"            $ 14,052,729



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<PAGE>   76

         "Initial Contracts" means the Contracts pledged by the Trust to the
Indenture Trustee for the benefit of the Noteholders pursuant to the Indenture
on the Closing Date.

         "Initial Conveyed Assets" means, with respect to the Receivables
Transfer Agreement (a) all of the Sellers' right, title and interest in and to
the Original Equipment, (except for any licensed products that may accompany the
Original Equipment) and any new unit or units of Equipment substituted for any
existing unit or units of Original Equipment, including all income and proceeds
upon any sale or other disposition of the Original Equipment, (b) all of the
Sellers' right, title and interest in and to, but not its obligations under, the
Initial Contracts and all amendments, additions and supplements including
schedules, summary schedules and subschedules made or hereafter made with
respect thereto, (c) all monies due or to become due in payment of the Initial
Contracts on or after the Initial Cut-Off Date, including without limitation,
all Scheduled Payments thereunder (whether or not due), any Prepayments, any
payments in respect of a casualty or early termination and any Liquidation
Proceeds received with respect thereto, but excluding any Excluded Amounts, (d)
the Contract Files, (e) all Insurance Proceeds relating to the foregoing and the
Sellers' rights and interests in the Insurance Policies relating to the
foregoing, (f) all Source Agreements and Source Agreement Rights to the extent
they relate to any Initial Contract and any Original Equipment covered by the
Initial Contracts and (g) all proceeds and income of the foregoing or relating
thereto.

         "Initial Cut-Off Date" means the close of business on March 1, 2000.

         "Initial Receivables" means the Initial Contracts and the Original
Equipment.

         "Initial Unpaid Amount" means, with respect to a Contract, the excess
of (x) the aggregate amount of all Scheduled Payments due prior to the related
Cut-Off Date over (y) the aggregate of all Scheduled Payments made prior to the
related Cut-Off Date with respect to such Contract.

         "Insurance Policy" means, with respect to an item of Equipment and the
related Contract, any insurance policy required to be maintained by the Obligor
pursuant to such Contract that covers physical damage to such physical Equipment
and liability resulting from the use, operation or possession of such Equipment
(including policies procured by or on behalf of SierraCities.com on behalf of
the Obligor).

         "Insurance Proceeds" means, with respect to an item of Equipment and
the related Contract, any amount received during a Collection Period pursuant to
an Insurance Policy issued with respect to such Equipment and related Contract.

         "Interest Accrual Period" means, with respect to any Payment Date, the
period from and including the prior Payment Date to but excluding such Payment
Date and with respect to the initial Payment Date, the period from and including
the Closing Date to but excluding such Payment Date.

         "Investment Company Act" means the Investment Company Act of 1940, as
amended (15 U.S.C. 80a-1 et seq.), as the same may be in effect from time to
time, or any successor statute thereto.



                                      A-17
<PAGE>   77

         "Investment Earnings" means any and all income from the investment of
monies held, from time to time, in the Collection Account, the Reserve Account,
the Supplemental Interest Reserve Account the Letter of Credit Deposit Account,
the Pre-Funding Account and the Capitalized Interest Account pursuant to Section
3.03 of the Indenture, net of any losses on any investments held in such
accounts.

         "IRS" means the Internal Revenue Service and any successor thereto.

         "Issuer" or "Trust" means First Sierra Healthcare Equipment Contract
Trust 2000-1, a common law trust acting through Christiana Bank & Trust Company,
not in its individual capacity but solely as Owner Trustee.

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

         "Letters of Credit" means (i) the irrevocable standby letter of credit
number 452 dated as of December 30, 1999 issued by Sky Bank for the benefit of
First Sierra Financial, Inc., as amended by Amendment No. 1 dated March 31, 2000
(the "Sky Letter of Credit") which Letter of Credit was confirmed by The
Northern Trust Company Chicago in an Advice of Letter of Credit, Advice No.
K274605, dated January 3, 2000, which advice was confirmed by the Confirming
Bank on April 4, 2000 and which advice was transferred to the Trust by the
Confirming Bank pursuant to a Transfer Advice of Irrevocable Letter of Credit
dated April 7, 2000 and (ii) the irrevocable standby letter of credit number
SLC99-1850 dated as of December 30, 1999 issued by MidAm Bank for the benefit of
First Sierra Financial, Inc., as amended by Amendment No. 1 dated March 31, 2000
(the "MidAm Letter of Credit") as confirmed by Bank One N.A. on January 3, 2000,
reference number 00321781, which confirmation was amended by Amendment No. 1
dated April 4, 2000, which Letter of Credit was transferred in its entity to the
Trust by Bank One N.A. on April 7, 2000.

         "Letter of Credit Confirming Bank" means (i) with respect to the Sky
Letter of Credit, Northern Trust Company, Chicago and (ii) with respect to the
MidAm Letter of Credit, Bank One, N.A., Chicago.

         "Letter of Credit Deposit Account" means the Eligible Bank Account
established pursuant to Section 3.08 of the Indenture.

         "Letter of Credit Draw Event" means the occurrence or continuation of
any of the following events:

         (i)  Sky Financial Group, Inc. has failed to meet its repurchase
obligations set forth in its Guaranty dated December 30, 1999; or

         (ii) Sky Financial Group, Inc. or MidAm Bank has notified First Sierra
Financial Inc that the related Letter of Credit will not be renewed for an
additional 364 days (or the prior banking day if the expiry date falls on a
non-banking date) from its current expiry; or



                                      A-18
<PAGE>   78

         (iii) the long term debt credit rating of (x) Bank One N.A. has dropped
below an S&P rating of "A" or a Moody's rating of "Aa" or (y) the long term debt
credit rating of Northern Trust Company, Chicago has dropped below an S&P rating
of "AA" or a Moody's rating of "Aa"; or

         (iv) a Letter of Credit Confirming Bank has notified First Sierra
Financial, Inc. that it will not continue to confirm the related Letter of
Credit for an additional 364 days(or the prior banking day if the expiry date
falls on a non-banking date) from its current expiry.

         "Letter of Credit Draw" has the meaning set forth in Section 3.08(b) of
the Indenture.

         "Lien" means any mortgage, pledge, hypothecation, assignment for
security, security interest, encumbrance, levy, lien or charge of any kind,
whether voluntarily incurred or arising by operation of law or otherwise,
affecting any property, including any agreement to grant any of the foregoing,
any conditional sale or other title retention agreement, any Contract in the
nature of a security interest, and the filing of or agreement to file or deliver
any financing statement (other than a precautionary financing statement with
respect to a lease that is not in the nature of a security interest) under the
UCC or comparable law of any jurisdiction.

         "Liquidation Proceeds" means, with respect to a Defaulted Contract,
proceeds from the sale or re-lease of the Equipment, proceeds of the related
Insurance Policy, proceeds from any Source Agreements and any other recoveries
with respect to such Defaulted Contract and the related Equipment, net of
reasonable remarketing expenses and amounts so received that are required to be
refunded to the Obligor on such Contract.

         "List of Contracts" means the List of Initial Contracts, each List of
Subsequent Contracts and each List of Substitute Contracts.

         "List of Initial Contracts" means the List of Initial Contracts
delivered pursuant to Section 2.03(a) of the Indenture.

         "List of Subsequent Contracts" means the List of Subsequent Contracts
delivered pursuant to Section 2.02(c) of the Receivables Transfer Agreement.

         "List of Substitute Contracts" means the List of Substitute Contracts
delivered pursuant to Section 4.02 of the Indenture.

         "Lockbox Account" means the lockbox account established pursuant to the
Lockbox Agreement.

         "Lockbox Agreement" means the Lockbox Agreement dated as of February
13, 1995, among SierraCities.com and Chase Bank of Texas, N.A.

         "Lockbox Bank" means Chase Bank of Texas, N.A.

         "Majority Holders" means the holders of the Applicable Securities that
together own Applicable Securities with an aggregate Percentage Interest in
excess of 50%.



                                      A-19
<PAGE>   79

         "Monthly Statement" has the meaning specified in Section 4.08 of the
Servicing Agreement.

         "Moody's" means Moody's Investors Service, Inc.

         "Necessary Consents" means, with respect to any Person, all necessary
consents to the closing of the transactions contemplated by the Transaction
Documents.

         "Notes" means the Class A Notes and the Class B Notes.

         "Noteholder" means the Person in whose name a Note is registered in the
Register held by the Note Registrar.

         "Note Principal Balance" means, with respect to any Class of Notes, the
Class A-1 Note Principal Balance, the Class A-2 Note Principal Balance, and the
Class B Note Principal Balance, as applicable.

         "Note Rate" means, with respect to any Class of Notes, the Class A-1
Note Rate, the Class A-2 Note Rate, and the Class B Note Rate, as applicable.

         "Note Registrar" means, initially, the Indenture Trustee pursuant to
Section 5.03 of the Indenture.

         "Obligor" means, with respect to any Contract, the Person or Persons
obligated to make payments with respect to such Contract, including any
guarantor thereof.

         "Officer's Certificate" means a certificate delivered by an Authorized
Officer.

         "Opinion of Counsel" means a written opinion of counsel, who may be
counsel employed by the Servicer or other counsel, in each case acceptable to
the addressees thereof.

         "Original Equipment" means any of the Equipment relating to the Initial
Contracts.

         "Original Equipment Cost" means the invoice price of the Equipment,
exclusive of amounts, if any, paid for taxes, warranty extensions or service
contracts.

         "Original Pre-Funded Amount" means $1,000.00.

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

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

         (ii) Notes or portions thereof the payment for which money in the
necessary amount has been theretofore deposited with the Indenture Trustee in
trust for the Holders of such Notes (provided, however, that if such Notes are
to be redeemed, notice of such redemption has



                                      A-20
<PAGE>   80

been duly given pursuant to the Indenture or provision therefor, satisfactory to
the Indenture Trustee, has been made);

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

         (iv) Notes that have been alleged to be destroyed, lost or stolen for
which replacement Notes have been issued as provided for in Section 5.04 of the
Indenture;

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

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

         "Owner Trustee" means Christina Bank & Trust Company, a Delaware
banking corporation, not in its individual capacity but solely as owner trustee
under the Trust Agreement and the Holding Trust Agreement, and any successor
owner trustee.

         "Payment Date" means the 18th day of each calendar month, or if such
day is not a Business Day, the immediately following Business Day, commencing on
May 18, 2000 until such time as the Indenture has been terminated in accordance
with Article IX thereof.

         "Percentage Interest" means, with respect to a Noteholder and a Class
of Notes on any date of determination, the percentage obtained by dividing the
Note Principal Balance of the Note held by such Noteholder as of the Closing
Date by the related Note Principal Balance of the related Class of Notes as of
the Closing Date.

         "Permitted Liens" means:

                  (a) Liens granted in favor of the Trust under the Receivables
Transfer Agreement or the Indenture Trustee on behalf of the Noteholders
pursuant to the Indenture; and

                  (b) Liens constituting the rights of Obligors under Contracts.

         "Person" means a natural person, partnership, limited partnership,
limited liability company, trust, estate, association, corporation, custodian,
nominee or any other individual or entity in its own or any representative
capacity.



                                      A-21
<PAGE>   81

         "Pledged Property" means the property pledged by the Trust to the
Indenture Trustee on behalf of the Noteholders pursuant to Section 2.01 of the
Indenture, except for the Initial Unpaid Amounts relating thereto.

         "Pool Factor" means the seven digit decimal number that the Servicer
will compute or cause to be computed for each Collection Period and will make
available on the related Determination Date representing the ratio of (a) the
Aggregate Discounted Contract Principal Balance of the Contracts as of the
immediately preceding Calculation Date to (b) the Initial Aggregate Discounted
Contract Principal Balance.

         "Pre-Funded Amount" means the Original Pre-Funded Amount reduced by
amounts withdrawn from the Pre-Funding Account in accordance with Section 3.02
of the Indenture.

         "Pre-Funding Earnings" means with respect to any Payment Date, the
actual Investment Earnings then on deposit in the Pre-Funding Account.

         "Pre-Funding Account" means that certain account established and
maintained by the Indenture Trustee pursuant to Section 3.02(a) of the
Indenture.

         "Pre-Funding Period" means the period from and including the Closing
Date until the earlier of (i) the date on which the balance of funds on deposit
in the Pre-Funding Account is reduced to an amount less than $100,000, (ii) the
date on which an Event of Default or an Event of Servicing Termination occurs,
or (iii) the close of business on June 10, 2000.

         "Prepayment" means, with respect to a Collection Period and a Contract
(except a Defaulted Contract), the amount received by the Servicer during such
Collection Period from or on behalf of an Obligor with respect to such Contract
in excess of the sum of (x) the Scheduled Payment and any Final Scheduled
Payment due during such Collection Period, plus (y) the aggregate of any overdue
Scheduled Payments, Initial Unpaid Amounts and unpaid Servicing Charges for such
Contract, so long as such amount is designated by the Obligor as a prepayment
and the Servicer has consented to such prepayment. Defaulted Contract Recoveries
are not considered to be Prepayments.

         "Prepayment Amount" means, with respect to a Payment Date and a
Contract, an amount, without duplication, equal to the sum of (i) the Discounted
Contract Principal Balance as of the close of business on the second preceding
Collection Period (without any deduction for any security deposit paid by an
Obligor, unless such security deposit has been deposited in the Collection
Account pursuant to the Indenture); (ii) the product of (x) such Contract's
Discounted Contract Principal Balance as of the beginning of the immediately
preceding Payment Date and (y) one-twelfth of the Discount Rate; (iii) any
Scheduled Payments theretofore due and not paid by an Obligor; and (iv) any
Final Scheduled Payment due or to become due under the Contract.

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




                                      A-22
<PAGE>   82

         "Rating Agency Condition" means written confirmation from each Rating
Agency that the use of such investment will not result in the reduction or
withdrawal of the rating assigned by such Rating Agency to any of the Notes.

         "Rating Agencies" means DCR and Moody's.

         "Receivables" means the Contracts together with the Equipment.

         "Receivables Transfer Agreement" means the Receivables Transfer
Agreement, dated as of March 1, 2000, among SierraCities.com, the Depositor,
First Union National Bank, Variable Funding Capital Corporation, Fairway Finance
Corporation, Merrill Lynch Mortgage Capital, Inc., First Sierra Equipment
Contract Trust 1999-H, Bankers Trust Company, as trustee of the Sellers, and the
Issuer.

         "Record Date" means, with respect to any Payment Date, the last day of
the related Interest Accrual Period.

         "Register" means the register kept by the Indenture Trustee pursuant to
Section 5.03 of the Indenture.

         "Registration Statement" shall mean the Registration Statement filed
with the SEC under the Securities Act (No. 333-12199) materially in the form in
which it was declared effective.

         "Regulations G, T, U and X" means, collectively, Regulations G, T, U
and X adopted by the Federal Reserve Board (12 C.F.R. Parts 207, 220, 221 and
224, respectively) and any other regulation in substance substituted therefor.

         "Representation Letter" means letters to, or agreements with, the
Depository to effectuate a book entry system with respect to the Class A and
Class B Notes registered in the Register under the nominee name of the
Depository.

         "Repurchase Amount" means, with respect to a Payment Date and a
Contract, the sum, without duplication, of (a) the Discounted Contract Principal
Balance as of the close of business on the last day of the second preceding
Collection Period (without any deduction for any security deposit paid by an
Obligor, unless such security deposit has been deposited in the Collection
Account pursuant to the Indenture); (b) the product of (i) such Contract's
Discounted Contract Principal Balance as of the beginning of the immediately
preceding Collection Period and (ii) one-twelfth of the Discount Rate; (c) any
Scheduled Payments theretofore due and not paid by an Obligor; and (d) any Final
Scheduled Payment due or to become due under the Contract.

         "Repurchase Contract" means any Contract that has been repurchased by
SierraCities.com pursuant to Section 4.01 of the Indenture.

         "Requisite Amount" means, with respect to the Closing Date and any
Subsequent Transfer Date, an amount equal to the product of (x) 2.35% and (y)
the sum of (i) Initial Aggregate Discounted Contract Principal Balance as of the
Initial Cut-Off Date and (ii) the



                                      A-23
<PAGE>   83

aggregate Discounted Contract Principal Balance of all Subsequent Contracts as
of the related Subsequent Cut-Off Date, which amount shall be equal to
$4,433,337.05.

         "Reserve Account" means the Eligible Bank Account established pursuant
to Section 3.04 of the Indenture.

         "Responsible Officer" means (i) when used with respect to the Indenture
Trustee, any officer assigned to the Corporate Trust Office, including any
Principal, Managing Director, Vice President, Assistant Vice President,
Secretary, Assistant Secretary, any trust officer or any other officer of the
Indenture Trustee customarily performing functions similar to those performed by
any of the above designated officers, and also, with respect to a particular
matter, any other officer to whom such matter is referred because of such
officer's knowledge of and familiarity with the particular subject and (ii) when
used with respect to the Owner Trustee, any Vice President, Assistant Vice
President, Secretary, Assistant Secretary, Managing Director, any trust officer
or any other officer of the Owner Trustee customarily performing functions
similar to those performed by any of the above designated officers, and also,
with respect to a particular matter, any other officer to whom such matter is
referred because of such officer's knowledge of and familiarity with the
particular subject.

         "Scheduled Payments" means, with respect to a Contract, the periodic
payment (exclusive of any amounts in respect of late charges, insurance,
warranty extensions, service contracts or taxes and reflecting any adjustment
for any partial Prepayment and further reflecting the effect of any permitted
modification to such Contract) set forth in such Contract due from the Obligor
in the related Collection Period; provided, however, that with respect to any
Contract as to which SierraCities.com retained the security deposit, a Scheduled
Payment shall not include the final payment or payments to be made thereon equal
to the amount of such security deposit.

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw Hill Companies, Inc.

         "SEC" means the Securities and Exchange Commission and any successor
thereto.

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

         "Seller" means First Sierra Receivables III, Inc.

         "Servicer" means the Person performing the duties of the Servicer under
the Indenture and the Servicing Agreement, initially SierraCities.com.

         "Servicer Advance" means any amount paid by the Servicer with respect
to a Delinquent Contract pursuant to Section 4.03 of the Servicing Agreement.

         "Servicer Fee" means the fee payable to the Servicer on each Payment
Date in consideration for the Servicer's performance of its duties pursuant to
Article 4 of the Servicing Agreement in an amount equal to the product of (a)
one-twelfth of the Servicer Fee Rate and (b) the Aggregate Discounted Contract
Principal Balance as of the opening of business on the first day of the related
Collection Period.



                                      A-24
<PAGE>   84

         "Servicer Fee Rate" means 0.50% per annum.

         "Servicer Termination Notice" means the notice described in Section
6.01 of the Servicing Agreement.

         "Servicing Agreement" means the Servicing Agreement, dated as of March
1, 2000, among the Servicer, SierraCities.com, the Trust and the Indenture
Trustee, as amended, supplemented or otherwise modified from time to time.

         "Servicing Charges" means the sum of (a) any late payment charges paid
by an Obligor on a Delinquent Contract after application of any such charges to
amounts then due under such Contract and (b) any other incidental charges or
fees received from an Obligor.

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

         "Servicing Standard" has the meaning specified in Section 4.01(a) of
the Servicing Agreement.

         "SierraCities.com" means SierraCities.com Inc., formerly First Sierra
Financial, Inc., a Delaware corporation.

         "Source" means Sky Financial Solutions, Inc., the third party from whom
SierraCities.com acquired the Contracts pursuant to SierraCities.com's "private
label program".

         "Source Agreement" means the agreement between SierraCitities.com, Inc.
and the Source pursuant to which SierraCities.com acquired all right, title and
interest of the Source in and to a Contract and a security interest in the
Source's right, title and interest in and to the related Equipment.

         "Source Agreement Rights" means (i) any and all rights of
SierraCities.com under the Source Agreement with respect to such Source
Agreement to the extent such Source Agreement relates to any Contract and any
Equipment covered by the Contracts and (ii) any and all rights of
SierraCities.com under the Guaranty or any letters of credit with respect to the
Source Agreement to the extent the Guaranty, any letter of credit or Source
Agreement relates to any Contract and any Equipment covered by the Contracts.

         "Source Repurchase Price" means, with respect to any Contract required
to be repurchased by the Source pursuant to the terms of the Source Agreement
and as of the date such Contract is required to be repurchased, an amount equal
to the sum of (i) the Discounted Contract Balance of such Contract, plus (ii)
any costs and expenses incurred by the Servicer in enforcing its rights and
remedies under the Source Agreement and under such Contract, plus (iii) any
accrued but unpaid late charges, taxes or other charges due under such Contract.
Solely for the purposes of calculating the Source Repurchase Price, "Discounted
Contract Balance" shall mean, with respect to any Contract required to be
repurchased by the Source pursuant to the terms of the Source Agreement and as
the date such Contract is required to be repurchased, an



                                      A-25
<PAGE>   85

amount equal to the sum of (i) all Scheduled Payments due under such Contract
and unpaid as of such date, plus (ii) the present value of the remaining
Scheduled Payments to become due under such Contract, discounted to such date of
determination using a "Purchase Cost Discount Rate" specified by the Servicer in
the related Default Notice.

         "State" means any state of the United States of America and, in
addition, the District of Columbia and Puerto Rico.

         "Subsequent Contracts" means those contracts listed on the List of
Subsequent Contracts attached to the related Subsequent Transfer Agreement.

         "Subsequent Conveyed Assets" means, with respect to any Subsequent
Transfer Agreement (a) all of the Sellers' right, title and interest in and to
the Subsequent Equipment relating to Subsequent Contracts (except for any
licensed products that may accompany the Subsequent Equipment) and any new unit
or units of Equipment substituted for any existing unit or units of Subsequent
Equipment, including all income and proceeds upon any sale or other disposition
of the Subsequent Equipment, (b) all of the Sellers' right, title and interest
in and to, but not its obligations under, the Subsequent Contracts, and all
amendments, additions and supplements including schedules, summary schedules and
subschedules made or hereafter made with respect thereto, (c) all monies due or
to become due in payment of the Subsequent Contracts on or after the related
Subsequent Cut-Off Date, including without limitation, all Scheduled Payments
thereunder (whether or not due), any Prepayments, any payments in respect of a
casualty or early termination and any Liquidation Proceeds received with respect
thereto, but excluding any Excluded Amounts, (d) the Contract Files, (e) all
Insurance Proceeds relating to the foregoing and the Sellers' rights and
interests in the Insurance Policies relating to the foregoing, (f) the Source
Agreement and Source Agreement Rights to the extent they relate to any
Subsequent Contract and any Subsequent Equipment covered by the Subsequent
Contracts and (g) all proceeds and income of the foregoing or relating thereto.

         "Subsequent Cut-Off Date" means with respect those Subsequent Contracts
which are pledged to the Indenture Trustee pursuant to a Subsequent Transfer
Agreement, three Business Days prior to such Subsequent Transfer Date.

         "Subsequent Equipment" means the Equipment relating to the Subsequent
Contracts, a security interest in which will be pledged to the Indenture Trustee
on the related Subsequent Transfer Date.

         "Subsequent Receivables" means the Subsequent Contracts and the
Subsequent Equipment.

         "Subsequent Transfer Agreement" means each Subsequent Transfer
Agreement dated as of a Subsequent Transfer Date executed by the Sellers and the
Trust substantially in the form of Exhibit A to the Receivables Transfer
Agreement, by which Subsequent Receivables are sold to the Trust.

         "Subsequent Transfer Date" means any date on which a Subsequent
Contract is pledged to the Indenture Trustee pursuant to Section 2.01 of the
Indenture.



                                      A-26
<PAGE>   86

         "Substitute Contract" has the meaning specified in Section 4.02(a) of
the Indenture.

         "Substitute Conveyed Assets" means, with respect to the Receivables
Transfer Agreement (a) all of the Sellers' right, title and interest in and to
the Substitute Equipment relating to Substitute Contracts (except for any
licensed products that may accompany the Substitute Equipment) and any new unit
or units of Equipment substituted for any existing unit or units of Substitute
Equipment, including all income and proceeds upon any sale or other disposition
of the Substitute Equipment, (b) all of the Sellers' right, title and interest
in and to, but not its obligations under, the Substitute Contracts and all
amendments, additions and supplements including schedules, summary schedules and
subschedules made or hereafter made with respect thereto, (c) all monies due or
to become due in payment of the Substitute Contracts on or after the related
Substitute Cut-Off Date, including without limitation, all Scheduled Payments
thereunder (whether or not due), any Prepayments, any payments in respect of a
casualty or early termination and any Liquidation Proceeds received with respect
thereto, but excluding any Excluded Amounts, (d) the Contract Files, (e) all
Insurance Proceeds relating to the foregoing and the Sellers' rights and
interests in the Insurance Policies relating to the foregoing, (f) the Source
Agreement and Source Agreement Rights to the extent they relate to any
Substitute Contract and any Substitute Equipment covered by the Substitute
Contracts and (g) all proceeds and income of the foregoing or relating thereto.

         "Substitute Cut-Off Date" means, with respect to a Substitute Contract,
the close of business on the first day of the calendar month in which the
related Substitute Transfer Date occurs.

         "Substitute Equipment" means the Equipment pledged to the Indenture
Trustee on each Substitute Transfer Date.

         "Substitute Transfer Date" means any date on which a Substitute
Contract is pledged pursuant to Section 4.02 of the Indenture.

         "Subsequent Transfer Agreement" has the meaning set forth in Section
2.02(c) of the Receivables Transfer Agreement.

         "Supplemental Interest Required Amount" means an amount equal to the
excess of (i) the product of (x) 1.0% and (y) the sum of (i) Initial Aggregate
Discounted Contract Principal Balance as of the Initial Cut-Off Date and (ii)
the aggregate Discounted Contract Principal Balance of all Subsequent Contracts
as of the related Subsequent Cut-Off Date over (ii) the amount previously
withdrawn from the Supplemental Interest Reserve Account pursuant to Section
3.09(c) of the Indenture.

         "Supplemental Interest Reserve Account" means the Eligible Bank Account
established pursuant to Section 3.09 of the Indenture.

         "Tape" means the data base with respect to the Contracts used to
calculate the information in the Monthly Statement.



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<PAGE>   87

         "Tax Sharing Agreement" means any tax allocation agreement or
arrangement with respect to the First Sierra Group, including any arrangement
for payments by or to a member of the First Sierra Group with respect to its
liability for taxes (including taxes excluded from the definition of Income
Taxes hereunder) of the First Sierra Group or arising from its contribution to
taxable income or loss of the First Sierra Group.

         "TIA" means the Trust Indenture Act of 1939.

         "Transaction Documents" means the Receivables Transfer Agreement, each
Subsequent Transfer Agreement, the Indenture, this Annex A, the Servicing
Agreement, the Notes, the Trust Certificate, the Trust Agreement and the Holding
Trust Agreement.

         "Trust Agreement" shall mean the Trust Agreement, dated as of March 1,
2000, between the Depositor and the Owner Trustee, as amended, supplemented or
otherwise modified from time to time.

         "Trust Certificate" means the Trust Certificate evidencing the
beneficial ownership interest of a Holder of the Trust Certificate in the Trust,
initially issued by the Issuer to the Holding Trust.

         "Trust Certificate Holder" means the holder of the Trust Certificate
issued pursuant to the Trust Agreement.

         "Trust Certificate Principal Balance" means, as of any Payment Date,
the difference, if any, between (i) the sum of (x) the Aggregate Discounted
Contract Principal Balances of all Contracts as of the end of the immediately
preceding Collection Period and (y) the Aggregate Discounted Contract Principal
Balances as of the day prior to such Payment Date of all Substitute Contracts to
be conveyed to the Trust on such Payment Date and (ii) the Aggregate Note
Principal Balance, after taking into account any distributions on such Payment
Date.

         "Trust Operating Expenses" means, with respect to any Payment Date, the
aggregate amount described in clauses (iii) through (vi), inclusive, of Section
3.05(b) of the Indenture with respect to such Payment Date.

         "UCC" means the Uniform Commercial Code as in effect in the applicable
jurisdiction.

         "Underwriters" means Merrill Lynch, Pierce Fenner & Smith., a Delaware
corporation and First Union Securities, Inc., a North Carolina corporation.

         "Unscheduled Principal Payments" means, with respect to any Payment
Date, the aggregate amounts received during the immediately preceding Collection
Period pursuant to any Source Agreement, in respect of Contracts, or the related
Equipment (excluding Excluded Amounts).

         "Warranty Event" has the meaning provided in Section 4.01(a) of the
Indenture.


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