<PAGE>   1
                                                                     EXHIBIT 4.1






                 SUPERIOR WHOLESALE INVENTORY FINANCING TRUST VI



                             ASSET BACKED TERM NOTES
                          ASSET BACKED REVOLVING NOTES



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




                                    INDENTURE

                            DATED AS OF JUNE 29, 2000



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




                              THE BANK OF NEW YORK,
                         A NEW YORK BANKING CORPORATION,
                                INDENTURE TRUSTEE





<PAGE>   2


<TABLE>
<CAPTION>

                                               CROSS-REFERENCE TABLE
===========================================================================================================

             TIA                                                               INDENTURE
           SECTION                                                              SECTION
           -------                                                              -------
<S>                                                                           <C>

         310      (a)(1)       ..................................................  6.11
                  (a)(2)       ..................................................  6.11
                  (a)(3)       ..................................................  6.10
                  (a)(4)       ..................................................  6.14
                  (b)          ..................................................  6.11
                  (c)          ..................................................  N.A.
         311      (a)          ..................................................  6.12
                  (b)          ..................................................  6.12
                  (c)          ..................................................  N.A.
         312      (a)          ..................................................  7.1, 7.2
                  (b)          ..................................................  7.2
                  (c)          ..................................................  7.2
         313      (a)          ..................................................  7.4(a), 7.4(b)
                  (b)(1)       ..................................................  7.4(a)
                  (b)(2)       ..................................................  7.4(a)
                  (c)          ..................................................  7.4(a)
                  (d)          ..................................................  7.4(a)
         314      (a)          ..................................................  7.3(a), 3.9
                  (b)          ..................................................  3.6
                  (c)(1)       ..................................................  2.1, 2.9, 4.1, 11.1(a)
                  (c)(2)       ..................................................  2.1, 2.9, 4.1, 11.1(a)
                  (c)(3)       ..................................................  2.9, 4.1, 11.1(a)
                  (d)          ..................................................  2.9, 11.1(b)
                  (e)          ..................................................  11.1(a)
                  (f)          ..................................................  11.1(a)
         315      (a)          ..................................................  6.1(b)
                  (b)          ..................................................  6.5
                  (c)          ..................................................  6.1(a)
                  (d)          ..................................................  6.2, 6.1(c)
                  (e)          ..................................................  5.13
         316      (a) last
                  sentence     ..................................................  1.1
                  (a)(1)(A)    ..................................................  5.11
                  (a)(1)(B)    ..................................................  5.12
                  (a)(2)       ..................................................  Omitted
         316      (b), (c)     ..................................................  5.7
         317      (a)(1)       ..................................................  5.3(b)
                  (a)(2)       ..................................................  5.3(d)
                  (b)          ..................................................  3.3
         318      (a)          ..................................................  11.7
 N.A. means Not Applicable.
 Note: This cross reference table shall not, for any purpose, be deemed to be
 part of this Indenture.
===========================================================================================================
</TABLE>


                                      -2-



<PAGE>   3


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

ARTICLE II THE NOTES
          2.1   Issuance of Notes; Execution, Authentication and Delivery.........................................3
          2.2   Form of Notes and Authentication Agent's Certificate of Authentication............................5
          2.3   Temporary Notes...................................................................................6
          2.4   Registration; Registration of Transfer and Exchange of Notes......................................7
          2.5   Mutilated, Destroyed, Lost or Stolen Notes........................................................8
          2.6   Persons Deemed Noteholders........................................................................9
          2.7   Payment of Principal and Interest.................................................................9
          2.8   Cancellation of Notes............................................................................10
          2.9   Release of Collateral............................................................................11
          2.10  Book-Entry Notes.................................................................................11
          2.11  Notices to Clearing Agency.......................................................................12
          2.12  Definitive Term Notes............................................................................12
          2.13  Seller as Noteholder.............................................................................12
          2.14  Tax Treatment....................................................................................12
          2.15  Special Terms Applicable to Subsequent Transfers of Certain Notes................................13
          2.16  CUSIP Numbers....................................................................................14

ARTICLE III COVENANTS
          3.1   Payment of Principal and Interest................................................................14
          3.2   Maintenance of Agency Office.....................................................................14
          3.3   Money for Payments To Be Held in Trust...........................................................14
          3.4   Existence   .....................................................................................16
          3.5   Protection of Trust Estate; Acknowledgment of Pledge.............................................16
          3.6   Opinions as to Trust Estate......................................................................17
          3.7   Performance of Obligations; Servicing of Receivables.............................................18
          3.8   Negative Covenants...............................................................................18
          3.9   Annual Statement as to Compliance................................................................19
          3.10  Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets..............................19
          3.11  Successor or Transferee..........................................................................21
          3.12  No Other Business................................................................................22
          3.13  No Borrowing.....................................................................................22
          3.14  Guarantees, Loans, Advances and Other Liabilities................................................22
          3.15  Servicer's Obligations...........................................................................22
</TABLE>


                                      -3-

<PAGE>   4

<TABLE>
<S>                                                                                                          <C>
          3.16  Capital Expenditures.............................................................................22
          3.17  Removal of Administrator.........................................................................22
          3.18  Restricted Payments..............................................................................22
          3.19  Notice of Events of Default......................................................................23
          3.20  Further Instruments and Acts.....................................................................23
          3.21  Trustee's Assignment of Interests in Certain Receivables.........................................23
          3.22  Representations and Warranties by the Issuer to the Indenture Trustee............................24

ARTICLE IV SATISFACTION AND DISCHARGE
          4.1   Satisfaction and Discharge of Indenture..........................................................24
          4.2   Application of Trust Money.......................................................................25
          4.3   Repayment of Monies Held by Paying Agent.........................................................25
          4.4   Duration of Position of Indenture Trustee........................................................25

ARTICLE V DEFAULT AND REMEDIES
          5.1   Events of Default................................................................................26
          5.2   Acceleration of Maturity; Rescission and Annulment...............................................27
          5.3   Collection of Indebtedness and Suits for Enforcement by Indenture Trustee........................28
          5.4   Remedies; Priorities.............................................................................30
          5.5   Optional Preservation of the Trust Estate........................................................31
          5.6   Limitation of Suits..............................................................................31
          5.7   Rights of Noteholders To Receive Principal and Interest..........................................32
          5.8   Restoration of Rights and Remedies...............................................................32
          5.9   Rights and Remedies Cumulative...................................................................32
          5.10  Delay or Omission Not a Waiver...................................................................32
          5.11  Control by Noteholders...........................................................................32
          5.12  Waiver of Past Defaults..........................................................................33
          5.13  Undertaking for Costs............................................................................33
          5.14  Waiver of Stay or Extension Laws.................................................................34
          5.15  Action on Notes..................................................................................34
          5.16  Performance and Enforcement of Certain Obligations...............................................34

ARTICLE VI THE INDENTURE TRUSTEE
          6.1   Duties of Indenture Trustee......................................................................36
          6.2   Rights of Indenture Trustee......................................................................37
          6.3   Indenture Trustee May Own Notes..................................................................38
          6.4   Indenture Trustee's Disclaimer...................................................................38
          6.5   Notice of Defaults...............................................................................38
          6.6   Reports by Indenture Trustee to Holders..........................................................38
          6.7   Compensation; Indemnity..........................................................................38
          6.8   Replacement of Indenture Trustee.................................................................39
          6.9   Merger or Consolidation of Indenture Trustee.....................................................40
          6.10  Appointment of Co-Indenture Trustee or Separate Indenture Trustee................................41

</TABLE>

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<PAGE>   5







<TABLE>
<S>                                                                                                           <C>
          6.11  Eligibility; Disqualification....................................................................42
          6.12  Preferential Collection of Claims Against Issuer.................................................42
          6.13  Representations and Warranties of Indenture Trustee..............................................42
          6.14  Indenture Trustee May Enforce Claims Without Possession of Notes.................................43
          6.15  Suit for Enforcement.............................................................................43
          6.16  Rights of Noteholders to Direct Indenture Trustee................................................43

ARTICLE VII
         NOTEHOLDERS' LISTS AND REPORTS
          7.1   Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders...........................44
          7.2   Preservation of Information, Communications to Noteholders.......................................44
          7.3   Reports by Issuer................................................................................44
          7.4   Reports by Indenture Trustee.....................................................................45

ARTICLE VIII
         ACCOUNTS, DISBURSEMENTS AND RELEASES
          8.1   Collection of Money..............................................................................45
          8.2   Designated Accounts; Payments....................................................................45
          8.3   General Provisions Regarding Designated Accounts.................................................46
          8.4   Release of Trust Estate..........................................................................46
          8.5   Opinion of Counsel...............................................................................47

ARTICLE IX
         SUPPLEMENTAL INDENTURES
          9.1   Supplemental Indentures Without Consent of Noteholders...........................................47
          9.2   Supplemental Indentures With Consent of Noteholders..............................................48
          9.3   Execution of Supplemental Indentures.............................................................50
          9.4   Effect of Supplemental Indenture.................................................................50
          9.5   Conformity with Trust Indenture Act..............................................................50
          9.6   Reference in Notes to Supplemental Indentures....................................................50

ARTICLE X
         REDEMPTION OF TERM NOTES
          10.1  Redemption ......................................................................................51
          10.2  Form of Redemption Notice........................................................................51
          10.3  Term Notes Payable on Redemption Date............................................................52

ARTICLE XI
         MISCELLANEOUS
          11.1  Compliance Certificates and Opinions, etc........................................................52
          11.2  Form of Documents Delivered to Indenture Trustee.................................................54
          11.3  Acts of Noteholders..............................................................................54
          11.4  Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..................................55
          11.5  Notices to Noteholders; Waiver...................................................................55
          11.6  Alternate Payment and Notice Provisions..........................................................56
          11.7  Conflict with Trust Indenture Act................................................................56
          11.8  Effect of Headings and Table of Contents.........................................................56
          11.9  Successors and Assigns...........................................................................57

</TABLE>



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<PAGE>   6

<TABLE>
<S>                                                                                                          <C>
          11.10  Severability....................................................................................57
          11.11  Benefits of Indenture...........................................................................57
          11.12  Legal Holidays..................................................................................57
          11.13  GOVERNING LAW...................................................................................57
          11.14  Counterparts....................................................................................57
          11.15  Recording of Indenture..........................................................................57
          11.16  No Recourse.....................................................................................58
          11.17  No Petition.....................................................................................58
          11.18  Inspection......................................................................................59

</TABLE>

         EXHIBIT A                  Form of Transfer Certificate
         EXHIBIT B                  Form of Undertaking Letter





                                       -6-

<PAGE>   7



                  INDENTURE, dated as of June 29, 2000, between SUPERIOR
 WHOLESALE INVENTORY FINANCING TRUST VI, a Delaware business trust (the "Issuer"
 or the "Trust"), and THE BANK OF NEW YORK, a New York banking corporation, as
 trustee and not in its individual capacity (the "Indenture Trustee").

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


                                 GRANTING CLAUSE

                  The Issuer hereby grants to the Indenture Trustee, as trustee
 for the benefit of the Noteholders and (only to the extent expressly provided
 herein) the Certificateholders, all of the Issuer's right, title and interest
 in, to and under (a) all Eligible Receivables, all Collateral Security with
 respect thereto, all monies due or to become due thereon and all amounts
 received with respect thereto and all proceeds thereof (including "proceeds" as
 defined in Section 9-306 of the UCC and Recoveries), (b) all Cash Accumulation
 Accounts and all Distribution Accounts with respect to Notes, (c) the Trust
 Sale and Servicing Agreement (including the rights of Wholesale Auto
 Receivables Corporation (the "Seller") under the Pooling and Servicing
 Agreement assigned to the Issuer pursuant to the Trust Sale and Servicing
 Agreement), (d) each Basis Swap and any other Specified Support Arrangement,
 including the right to receive payments thereunder and (e) any proceeds of any
 of the foregoing (collectively with the items described in clauses (a), (b),
 (c) and (d), the "Issuer Collateral").

                  The Seller has granted a security interest in each SWIFT VI
 Reserve Fund to the Indenture Trustee pursuant to the terms of the Trust Sale
 and Servicing Agreement (the "Seller Collateral," and collectively with the
 Issuer Collateral, the "Collateral").

                  The foregoing grant is made in trust to secure the payment of
 principal of and interest on, and any other amounts owing in respect of, the
 Notes, equally and ratably without prejudice, priority or distinction (except
 as otherwise provided in any Officer's Issuance Certificate or supplement
 hereto), to secure (only to the extent expressly provided herein) distributions
 of Certificate Balance with respect to and interest on the Certificates, and to
 secure compliance with the provisions of this Indenture, all as provided in
 this Indenture. This Indenture constitutes a security agreement under the UCC.

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



                                       -7-

<PAGE>   8



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


                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1 Definitions. Certain capitalized terms used in
 this Indenture shall have the respective meanings assigned them in Part I of
 Appendix A to the Trust Sale and Servicing Agreement dated as of the date
 hereof (as amended from time to time, the "Trust Sale and Servicing Agreement")
 among the Issuer, the Seller and General Motors Acceptance Corporation
 ("GMAC"). All references herein to "this Indenture" are to this Indenture as it
 may be amended, supplemented or modified from time to time, and all references
 herein to Articles, Sections, subsections and exhibits are to Articles,
 Sections, subsections and exhibits of this Indenture unless otherwise
 specified. All terms defined in this Indenture shall have the defined meanings
 when used in any certificate, notice, Note or other document made or delivered
 pursuant hereto unless otherwise defined therein. The rules of construction set
 forth in Part II of such Appendix A shall be applicable to this Indenture.

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

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

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



                                   ARTICLE II
                                    THE NOTES

                  SECTION 2.1 Issuance of Notes; Execution, Authentication and
Delivery.





                                       -8-

<PAGE>   9




                  (a) Term Notes and Revolving Notes may be issued by the Issuer
 upon execution of this Indenture and from time to time thereafter, in each
 case, in accordance with the terms and conditions authorized by or pursuant to
 an Officer's Issuance Certificate. The Term Notes may be issued in one or more
 series. The Revolving Notes may be issued in one or more series. The aggregate
 principal amount of the Revolving Notes and the Term Notes of all series that
 may be authenticated and delivered and outstanding under this Indenture is not
 limited.

                  (b) The Notes shall be executed on behalf of the Issuer by any
 of its Authorized Officers. The signature of any such Authorized Officer on the
 Notes may be manual or facsimile. Notes bearing the manual or facsimile
 signature of individuals who were at any time Authorized Officers of the Issuer
 shall bind the Issuer, notwithstanding that such individuals or any of them
 have ceased to hold such office prior to the authentication and delivery of
 such Notes or did not hold such office at the date of such Notes.

                  (c) Prior to or concurrently with the delivery of any Note to
 the Indenture Trustee for authentication, the Seller shall execute and deliver
 to the Indenture Trustee, or cause to be executed and delivered to the
 Indenture Trustee, an Officer's Issuance Certificate and an Opinion of Counsel.

                           (i) The Officer's Issuance Certificate shall set
         forth, in addition to all other requirements of such certificate:

                           (A) the designation of the particular series (which
         shall distinguish such series from all other series);

                           (B) the aggregate principal amount of the series
         which may be authenticated and delivered under this Indenture (except
         for Notes authenticated and delivered upon registration and transfer
         of, or in exchange for, or in lieu of, other Notes of such series
         pursuant to this Indenture);

                           (C) the amount of or method for determining principal
         payments and the timing of such payments, including the Targeted Final
         Payment Date, if any, and the Stated Final Payment Date;

                           (D) the rate or rates at which the Notes of such
         series shall bear interest, if any, or the initial interest rate and
         the method for determining subsequent interest rates, the date or dates
         from which such interest shall accrue, the date or dates on which such
         interest shall be payable and the record date or dates for the interest
         payable;

                           (E) the obligations or rights, if any, of the Issuer
         to redeem or purchase Term Notes of such series or other redemption
         provisions and the price or prices at which and the terms and
         conditions upon which Term Notes of such series shall be redeemed or
         purchased;




                                       -9-

<PAGE>   10


                           (F) if other than the principal amount thereof, the
         portion of the principal amount of Notes of such series which shall be
         payable upon acceleration of the maturity thereof;

                           (G) without limiting the generality of the foregoing,
         and to the extent applicable, the extent to which payments on the Notes
         are senior, subordinate or pari passu in right of payment of principal
         and interest to other Notes;

                           (H) without limiting the generality of the foregoing,
         if the Notes of such series are Revolving Notes, the Revolver Interest
         Rate and the Specified Maximum Revolver Balance;

                           (I) whether and the extent to which Section 2.15
         shall apply and, if the Notes of such series are Term Notes, whether
         such Notes will be issued as Book-Entry Notes and whether such Notes
         will be issued in bearer or registered form; and

                           (J) any other terms or provisions of such series
         which may supersede the provisions of this Indenture.

The terms of each series of Notes as provided for in an Officer's Issuance
Certificate are part of the terms of this Indenture.

                           (ii) The Opinion of Counsel shall provide, in
         addition to all other requirements of such opinion:

                           (A) that the form and terms of such Notes have been
         established by or pursuant to an Officer's Issuance Certificate in
         conformity with the terms of this Indenture;

                           (B) that Notes in such form, when completed by
         appropriate insertions and executed and delivered by the Issuer to the
         Authentication Agent for authentication in accordance with this
         Indenture, authenticated and delivered by the Authentication Agent in
         accordance with this Indenture and sold in the manner specified in such
         Opinion of Counsel, will be valid and legally binding obligations of
         the Issuer;

                           (C) that no approval, authorization, consent or order
         of any court or governmental agency or body which has not already been
         obtained or given is required in connection with the valid and proper
         authorization, issuance and sale of such series of Notes pursuant to
         this Indenture subject to certain exceptions, including but not limited
         to, state securities and Blue Sky laws and routine renewals of existing
         licenses and payments; and


                                      -10-

<PAGE>   11





                           (D) for such other matters as the Authentication
         Agent may reasonably request.

                  (d) Upon execution and delivery of an Officer's Issuance
 Certificate and Opinion of Counsel to the Indenture Trustee, the Indenture
 Trustee or, if provided in an Officer's Issuance Certificate, with respect to a
 series of Notes, an authentication agent for such series of Notes acting on
 behalf of the Indenture Trustee (the Indenture Trustee or other person
 authenticating such Notes, the "Authentication Agent") shall thereupon
 authenticate and deliver the related Notes to or upon the written order of the
 Issuer, signed by any Authorized Officer.

                  SECTION 2.2 Form of Notes and Authentication Agent's
Certificate of Authentication.


                  (a) The Notes shall be in the forms provided from time to time
 by or pursuant to an Officer's Issuance Certificate in accordance with the
 terms of this Indenture and may have such letters, numbers or other marks of
 identification or designation and such legends or endorsements printed,
 lithographed or engraved thereon as the Issuer may deem appropriate and as are
 not inconsistent with the provisions of this Indenture, or as may be required
 to comply with any law or with any rule or regulation made pursuant thereto or
 with any rule or regulation of any stock exchange on which the Notes may be
 listed or to conform to usage. Any portion of the text of any Note may be set
 forth on the reverse thereof, with an appropriate reference thereto on the face
 of the Note. The Definitive Term Notes shall be typewritten, printed,
 lithographed or engraved or produced by any combination of these methods (with
 or without steel engraved borders), all as determined by the Authorized Officer
 executing such Notes, as evidenced by such officer's execution of such Notes.

                  (b) The Authentication Agent certificate of authentication
shall be substantially in the applicable following form:



                  INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                    The Bank of New York, not in its
                    individual capacity but solely as
                    Indenture Trustee

                    By:
                    Name:
                    Title:



                    Dated:  ________________________


                                      -11-

<PAGE>   12



                   or

                   _____________________, not in its individual capacity but
                   solely as Authentication Agent

                   By:
                   Name:
                   Title:

                   Dated:  ________________________

                  (c) Each Note shall be dated the date of its authentication.
 Unless otherwise provided in the related Officer's Issuance Certificate, (i)
 each Term Note shall be issuable as a registered Note in the minimum
 denomination of $1,000 and in integral multiples thereof, (ii) each Revolving
 Note shall be issuable as a registered Note in the minimum denomination of
 $100,000 and in any amount in excess thereof and (iii) Revolving Notes shall be
 issued as Definitive Notes and Sections 2.10, 2.11 and 2.12 of this Indenture
 shall not apply to the Revolving Notes.

                  SECTION 2.3 Temporary Notes.

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

                  (b) If Temporary Notes are issued, the Issuer shall cause
Definitive Term Notes to be prepared without unreasonable delay. After the
preparation of Definitive Term Notes, the Temporary Notes shall be exchangeable
for Definitive Term Notes upon surrender of the Temporary Notes at the Agency
Office of the Issuer or a Paying Agent, if so specified in the applicable
Officer's Issuance Certificate, to be maintained as provided in Section 3.2,
without charge to the Noteholder. Upon surrender for cancellation of any one or
more Temporary Notes, the Issuer shall execute and the Indenture Trustee shall
authenticate and deliver in exchange therefor a like principal amount of
Definitive Term Notes of authorized denominations. Until so delivered in
exchange, the Temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Definitive Term Notes.

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



                                      -12-


<PAGE>   13




                  (a) The Issuer shall cause to be kept a Note Register, for
 each series of Notes, in which, subject to such reasonable regulations as the
 Issuer may prescribe, the Issuer shall provide for the registration of the
 Notes and the registration of transfers and exchanges of the Notes. The
 Indenture Trustee shall initially be the Note Registrar for the purpose of
 registering the Notes and transfers of the Notes as herein provided, unless
 with respect to a specific series of Notes, the Officer's Issuance Certificate
 applicable to such series of Notes provides otherwise. Upon any resignation of
 any Note Registrar, the Issuer shall promptly appoint a successor Note
 Registrar or, if it elects not to make such an appointment, assume the duties
 of the Note Registrar.

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

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

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

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

                  (f) Every Note presented or surrendered for registration of
 transfer or exchange shall be duly endorsed by, or be accompanied by a written
 instrument of transfer in form satisfactory to the Indenture Trustee and the
 Note Registrar, duly executed by the Holder thereof or such Holder's attorney
 duly authorized in writing, with such signature guaranteed by a commercial bank
 or trust company located, or having a correspondent located, in the City of New





                                      -13-

<PAGE>   14



 York or the place or places specified in the applicable Officer's Issuance
 Certificate or the city in which the Corporate Trust Office of the Indenture
 Trustee is located, or having a correspondent in another place or places which
 is specified in the applicable Officer's Issuance Certificate; and such other
 documents as the Indenture Trustee may require.

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

                  (h) The preceding provisions of this Section 2.4
 notwithstanding, the Issuer shall not be required to transfer or make
 exchanges, and the Note Registrar need not register transfers or exchanges, (i)
 of Notes that have been selected for redemption pursuant to Article X, if
 applicable; (ii) of Notes that are due for repayment within 15 days of
 submission to the Corporate Trust Office or the Agency Office; or (iii) if
 Section 2.15 has not been complied with in connection with such transfer.

                  SECTION 2.5  Mutilated, Destroyed, Lost or Stolen Notes.

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

                  (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), a bona
fide purchaser of the original Note in lieu of which such replacement Note was
issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered, (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered or
(iii) any assignee of such Person, except a bona fide purchaser, and the Issuer
and the Indenture Trustee shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.


                                      -14-

<PAGE>   15





                  (c) In connection with the issuance of any replacement Note
 under this Section 2.5, the Issuer may require the payment by the Holder of
 such Note of a sum sufficient to cover any tax or other governmental charge
 that may be imposed in relation thereto and any other reasonable expenses
 (including all fees and expenses of the Indenture Trustee) connected therewith.

                  (d) Any duplicate Note issued pursuant to this Section 2.5 in
 replacement for any mutilated, destroyed, lost or stolen Note shall constitute
 an original additional contractual obligation of the Issuer, whether or not the
 mutilated, destroyed, lost or stolen Note shall be found at any time or be
 enforced by any Person, and shall be entitled to all the benefits of this
 Indenture equally and proportionately with any and all other Notes duly issued
 hereunder.

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

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

                  SECTION 2.7 Payment of Principal and Interest.

                  (a) Interest on each series of Notes shall accrue and be
 payable as provided in Section 8.2 and the applicable Officer's Issuance
 Certificate. Unless otherwise provided in the applicable Officer's Issuance
 Certificate, any instalment of interest payable on any Note shall be punctually
 paid or duly provided for by a deposit by or at the direction of the Issuer or
 Paying Agent, on behalf of the Issuer if so directed by the applicable
 Officer's Issuance Certificate into the applicable Term Note Distribution
 Account or Revolver Distribution Account, as applicable, on or before the
 applicable Payment Date and shall be paid to the Person in whose name such Note
 (or one or more Predecessor Notes) is registered on the applicable Record Date,
 by wire transfer or check mailed first-class, postage prepaid to such Person's
 address as it appears on the Note Register on such Record Date; provided,
 however, that, with respect to Revolving Notes and with respect to Book-Entry
 Notes registered on the applicable Record Date in the name of the Note
 Depository for which Definitive Term Notes have not been issued pursuant to
 Section 2.12, payment shall be made by wire transfer in immediately available
 funds to the account designated by such Holder.



                                      -15-

<PAGE>   16








                  (b) The principal of each series of Notes shall be payable as
provided in the applicable Officer's Issuance Certificate. All principal
payments on each series of Notes shall be made pro rata to the Noteholders of
such series entitled thereto unless, with respect to any series of Revolving
Notes, otherwise provided in the related Officer's Issuance Certificate or
otherwise agreed among the Seller and the holders of such Revolving Notes.
Unless otherwise provided in the applicable Officer's Issuance Certificate, any
instalment of principal payable on any Note shall be punctually paid or duly
provided for by a deposit by or at the direction of the Issuer or Paying Agent
on behalf of the Issuer if so directed by the applicable Officer's Issuance
Certificate into the applicable Term Note Distribution Account in the case of
the Term Notes or the Revolver Distribution Account in the case of the Revolving
Notes on or before the applicable Payment Date and shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered on the
applicable Record Date, by wire transfer or check mailed first-class, postage
prepaid to such Person's address as it appears on the Note Register on such
Record Date; provided, however, that, with respect to Revolving Notes and with
respect to Book-Entry Notes registered on the Record Date in the name of the
Note Depository for which Definitive Term Notes have not been issued pursuant to
Section 2.12, payment shall be made by wire transfer in immediately available
funds to the account designated by such Holder, except for the final instalment
of principal on any such Note and the Redemption Price for any Term Notes, if so
called, which, in each case, shall be payable as provided herein. The funds
represented by any such checks in respect of interest or principal returned
undelivered shall be held in accordance with Section 3.3.

                  (c) With respect to any Payment Date on which the final
 instalment of principal and interest on a series of Notes is to be paid, the
 Indenture Trustee shall notify each Noteholder of such series of Notes as of
 the Record Date for such Payment Date of the fact that the final instalment of
 principal of and interest on such Note is to be paid on such Payment Date. With
 respect to Book- Entry Notes for which Definitive Term Notes have not been
 issued, such notice shall be sent on the Business Day prior to such Payment
 Date by facsimile, and with respect to Definitive Term Notes and Revolving
 Notes, such notice shall be sent not later than three Business Days after such
 Record Date in accordance with Section 11.5(a), and, in each case, shall
 specify that such final instalment shall be payable only upon presentation and
 surrender of such Note and shall specify the place or places where such Note
 may be presented and surrendered for payment of such instalment. Notices in
 connection with redemptions of Term Notes shall be mailed to Noteholders as
 provided in Section 10.2.

                  SECTION 2.8 Cancellation of Notes. All Notes surrendered for
 payment, redemption, exchange or registration of transfer shall, if surrendered
 to any Person other than the Indenture Trustee, be delivered to the Indenture
 Trustee and shall be promptly canceled by the Indenture Trustee. The Issuer may
 at any time deliver to the Indenture Trustee for cancellation any Notes
 previously authenticated and delivered hereunder which the Issuer may have
 acquired in any manner whatsoever (other than for deposit in the Reserve Fund),
 and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
 No Notes shall be authenticated in lieu of or in exchange for any Notes
 canceled as provided in this Section 2.8, except as expressly permitted


                                      -16-

<PAGE>   17



by this Indenture. All canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be returned to it; provided, however, that such Issuer Order is timely and
the Notes have not been previously disposed of by the Indenture Trustee. The
Indenture Trustee shall certify to the Issuer that surrendered Notes have been
duly canceled and retained or destroyed, as the case may be.

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

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

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


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

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

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

                  (e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Holders of Notes evidencing a
specified percentage of the





                                      -17-

<PAGE>   18



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

                  SECTION 2.11 Notices to Clearing Agency. With respect to any
Term Notes issued as Book-Entry Notes, whenever a notice or other communication
to the Noteholders is required under this Indenture, unless and until Definitive
Term Notes representing such Term Notes shall have been issued to the related
Note Owners pursuant to Section 2.12, the Indenture Trustee shall give all such
notices and communications specified herein to be given to the related
Noteholders to the Clearing Agency and shall have no other obligation to such
Note Owners.

                  SECTION 2.12 Definitive Term Notes. If for any Term Notes
 issued as Book-Entry Notes (i) the Administrator advises the Indenture Trustee
 in writing that the Clearing Agency is no longer willing or able to properly
 discharge its responsibilities with respect to such Notes and the Issuer is
 unable to locate a qualified successor; (ii) the Administrator, at its option,
 advises the Indenture Trustee in writing that it elects to terminate the
 book-entry system through the Clearing Agency; or (iii) after the occurrence of
 an Event of Default or a Servicing Default, Note Owners representing beneficial
 interests aggregating at least a majority of the Outstanding Amount of such
 Notes advise the Clearing Agency in writing that the continuation of a
 book-entry system through the Clearing Agency is no longer in the best
 interests of such Note Owners, then the Clearing Agency shall notify all Note
 Owners and the Indenture Trustee of the occurrence of any such event and of the
 availability of Definitive Term Notes to such Note Owners requesting the same.
 Upon surrender to the Indenture Trustee of the typewritten Note or Notes
 representing such Book-Entry Notes by the Clearing Agency, accompanied by
 registration instructions, the Issuer shall execute and the Authentication
 Agent shall authenticate the related Definitive Term Notes in accordance with
 the instructions of the Clearing Agency within 60 days of the occurrence of the
 relevant event. None of the Issuer, the Note Registrar or the Indenture Trustee
 shall be liable for any delay in delivery of such instructions and may
 conclusively rely on, and shall be protected in relying on, such instructions.
 Upon the issuance of such Definitive Term Notes, the Indenture Trustee shall
 recognize the Holders of such Definitive Term Notes as Noteholders. The terms
 and conditions of any affected series of Notes, the Indenture, the related
 Officer's Issuance Certificate and any related paying agent agreement or
 related document shall be amended in such manner as the Indenture Trustee
 reasonably requires to take account of the issue of such Definitive Term Notes.
 The manner of the issuance of such Definitive Term Notes, for any series may be
 subject to such additional or different provisions as are specified in the
 related Officer's Issuance Certificate.

                  SECTION 2.13 Seller as Noteholder. The Seller in its
 individual or any other capacity may become the owner or pledgee of Notes of
 any series and may otherwise deal with the Issuer or its affiliates with the
 same rights it would have if it were not the Seller.



                                      -18-

<PAGE>   19






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

                  SECTION 2.15 Special Terms Applicable to Subsequent Transfers
of Certain Notes.

                  (a) The Revolving Notes will not, and certain series of Term
Notes may not, be registered under the Securities Act, or the securities laws of
any other jurisdiction. Consequently, such Notes (the "Unregistered Notes") are
not transferable other than pursuant to an exemption from the registration
requirements of the Securities Act and satisfaction of certain other provisions
specified herein or in the related Officer's Issuance Certificate. Unless
otherwise provided in the related Officer's Issuance Certificate, no sale,
pledge or other transfer of any Unregistered Note (or interest therein) after
the date thereof may be made by any Person unless either (i) such sale, pledge
or other transfer is made to a "qualified institutional buyer" (as defined under
Rule 144A under the Securities Act) or to an institutional investor that is an
"accredited investor" (as described in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act) and, if so requested by the Seller or the Indenture Trustee,
such proposed transferee executes and delivers a certificate, substantially in
the form attached hereto as Exhibit A or otherwise in form and substance
satisfactory to the Indenture Trustee and the Seller, (ii) such sale, pledge or
other transfer occurs outside of the United States to a non- United States
Person in accordance with Regulation S of the Securities Act, or (iii) such
sale, pledge or other transfer is otherwise made in a transaction exempt from
the registration requirements of the Securities Act, in which case (A) the
Indenture Trustee shall require that both the prospective transferor and the
prospective transferee certify to the Indenture Trustee and the Seller in
writing the facts surrounding such transfer, which certification shall be in
form and substance satisfactory to the Indenture Trustee and the Seller, and (B)
the Indenture Trustee shall require a written opinion of counsel (which shall
not be at the expense of the Seller, the Servicer or the Indenture Trustee)
satisfactory to the Seller and the Indenture Trustee to the effect that such
transfer will not violate the Securities Act. Unless otherwise provided in the
related Officer's Issuance Certificate, no sale, pledge or other transfer of any
Revolving Note that is an Unregistered Note (or interest therein) may be made by
any Person unless the Seller shall have consented in writing to such transfer.
Neither the Seller nor the Indenture Trustee shall be obligated to register any
Unregistered Notes under the Securities Act, qualify any Unregistered Notes
under the securities laws of any state or provide registration rights to any
purchaser or holder thereof.

                  (b) Unless otherwise provided in the related Officer's
 Issuance Certificate, the Unregistered Notes may not be acquired by or for the
 account of a Benefit Plan and, by accepting and holding an Unregistered Note,
 the Holder thereof shall be deemed to have represented and




                                      -19-

<PAGE>   20











warranted that it is not a Benefit Plan and, if requested to do so by the Seller
or the Indenture Trustee, the Holder of an Unregistered Note shall execute and
deliver to the Indenture Trustee an Undertaking Letter in the form set forth in
Exhibit B.

                  (c) Unless otherwise provided in the related Officer's
Issuance Certificate, Unregistered Notes shall be issued in the form of
Definitive Notes, shall be in fully registered form and Sections 2.10, 2.11 and
2.12 of this Indenture shall not apply thereto.

                  (d) Each Unregistered Note shall bear legends to the effect
set forth in subsections (a) and (b) (if subsection (b) is applicable) above.

                  SECTION 2.16 CUSIP Numbers. The Issuer in issuing the
Securities may use "CUSIP" numbers (if then generally in use), and, if so, the
Trustee shall use "CUSIP" numbers in notices of redemption, if any, as a
convenience to Holders; provided that such notice may state that no
representation is made as to the correctness of such numbers either as printed
on the Securities or as contained in any notice of a redemption and that
reliance may be placed only on the other indemnification numbers printed on the
Securities, and any such redemption shall not be affected by any defect in or
omission of such numbers. The Issuer will promptly notify the Indenture Trustee
of any change in the "CUSIP" numbers.

                                   ARTICLE III
                                    COVENANTS

                  SECTION 3.1 Payment of Principal and Interest. The Issuer
shall duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. On each date on which
any payments are to be made, the Issuer or the Paying Agent, as applicable,
shall cause amounts on deposit in the applicable Term Note Distribution Account
and Revolver Distribution Account to be paid to the Term Noteholders and
Revolving Noteholders, respectively, in accordance with the terms of the Notes
and this Indenture, less amounts properly withheld under the Code or the laws of
any applicable foreign jurisdiction by any Person from a payment to any
Noteholder of interest and/or principal. Any amounts so withheld shall be
considered as having been paid by the Issuer to such Noteholder for all purposes
of this Indenture.

                  SECTION 3.2 Maintenance of Agency Office. As long as any of
the Notes remains outstanding, unless otherwise specified in the Officer's
Issuance Certificate, the Issuer shall maintain in the Borough of Manhattan, the
City of New York, an office (the "Agency Office"), being an office or agency
where Notes may be surrendered to the Issuer for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. Unless another person shall otherwise be
appointed in the Officer's Issuance Certificate, the Issuer hereby initially
appoints the Indenture Trustee to serve as its agent for the foregoing purposes.
The Issuer shall give prompt written notice to the



                                      -20-



<PAGE>   21





Indenture Trustee of the location, and of any change in the location, of any
such office or agency. If at any time the Issuer shall fail to maintain any such
office or agency or shall fail to furnish the Indenture Trustee with the address
thereof, such surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Indenture Trustee, and the Issuer hereby appoints
the Indenture Trustee as its agent to receive all such surrenders, notices and
demands.

                  SECTION 3.3 Money for Payments To Be Held in Trust.

                  (a) All payments of amounts due and payable with respect to
 any Notes that are to be made from amounts withdrawn from the applicable Term
 Note Distribution Account or Revolver Distribution Account pursuant to the
 applicable Officer's Issuance Certificate shall be made on behalf of the Issuer
 by the Indenture Trustee or by another Paying Agent, and no amounts so
 withdrawn from the applicable Term Note Distribution Account or the Revolver
 Distribution Account for payments of Term Notes or Revolving Notes,
 respectively, shall be paid over to the Issuer except as provided in this
 Section 3.3.

                  (b) On or before each date on which payments are to be made or
 the Redemption Date (if applicable), the Issuer shall deposit or cause to be
 deposited in the applicable Term Note Distribution Account and the Revolver
 Distribution Account (including pursuant to Section 4.5 of the Trust Sale and
 Servicing Agreement) aggregate sums sufficient to pay the amounts then becoming
 due with respect to the Term Notes and Revolving Notes, respectively, such sums
 to be held in trust for the benefit of the Persons entitled thereto.

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

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

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

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

                      (iv) immediately resign as a Paying Agent and forthwith
          pay to the Indenture Trustee all sums held by it in trust for the
          payment of Notes if at any time it

                                      -21-

<PAGE>   22


          ceases to meet the standards required to be met by a Paying Agent in
          effect at the time of determination; and

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

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

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

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


                                      -22-

<PAGE>   23



                  SECTION 3.5  Protection of Trust Estate; Acknowledgment of
 Pledge.

                  (a) The Issuer shall from time to time execute and deliver all
such supplements and amendments hereto and all such financing statements,
amendments thereto, continuation statements, assignments, certificates,
instruments of further assurance and other instruments, and shall take such
other action necessary or advisable to:

                           (i) maintain or preserve the lien and security
         interest (and the priority thereof) of this Indenture or carry out more
         effectively the purposes hereof, including by making the necessary
         filings of financing statements or amendments thereto within sixty days
         after the occurrence of any of the following: (A) any change in the
         Issuer's name, (B) any change in the location of the Issuer's principal
         place of business, (C) any merger or consolidation or other change in
         the Issuer's identity or organizational structure and by promptly
         notifying the Indenture Trustee of any such filings and (D) any other
         change or occurrence that would make any financing statement or
         amendment seriously misleading within the meaning of Section 9-402(7)
         of the UCC;

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

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

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

and the Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required pursuant to this Section 3.5.

                  (b) The Indenture Trustee acknowledges the pledge by the
Seller to the Indenture Trustee pursuant to Section 4.6(c) of the Trust Sale and
Servicing Agreement of all of the Seller's right, title and interest in and to
the Reserve Accounts in order to provide for the payment to the Noteholders, the
Certificateholders and the Servicer in accordance with Section 4.5(c) and (d) of
the Trust Sale and Servicing Agreement, to assure availability of the amounts
maintained in the SWIFT VI Reserve Funds for the benefit of the Noteholders, the
Certificateholders and the Servicer, and as security for the performance by the
Seller of its obligations under the Trust Sale and Servicing Agreement.

                  SECTION 3.6 Opinions as to Trust Estate.

                  (a) On the Initial Closing Date, the Issuer shall furnish to
the Indenture Trustee

                                      -23-

<PAGE>   24

an Opinion of Counsel either stating that, in the opinion of such counsel, such
action has been taken with respect to the recording and filing of this
Indenture, any indentures supplemental hereto and any other requisite documents,
and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to perfect and make effective the lien
and security interest of this Indenture and reciting the details of such action,
or stating that, in the opinion of such counsel, no such action is necessary to
make such lien and security interest effective.

                  (b) On or before August 15 in each calendar year, beginning
August 15, 2001, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel either stating that, in the opinion of such counsel, such action has
been taken with respect to the recording, filing, re-recording and refiling of
this Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture.
Such Opinion of Counsel shall also describe the recording, filing, re-recording
and refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until August 15 in
the following calendar year.

                  SECTION 3.7 Performance of Obligations; Servicing of
Receivables.

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

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

                  (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but
not limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed under the terms of

                                     -24-

<PAGE>   25


this Indenture, the Trust Sale and Servicing Agreement and the Pooling and
Servicing Agreement in accordance with and within the time periods provided for
herein and therein.

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

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

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

                  (b) claim any credit on, or make any deduction from the
principal or interest payable in respect of the Notes (other than amounts
properly withheld from such payments (including, but not limited to, withholding
tax) under the Code or applicable foreign or state law) or assert any claim
against any present or former Noteholder by reason of the payment of the taxes
levied or assessed upon any part of the Trust Estate;

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

                  (d) either (i) permit the validity or effectiveness of this
Indenture to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (ii) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Trust Estate or any part thereof or any interest
therein or the proceeds thereof (other than tax liens, mechanics' liens and
other liens that arise by operation of law or as otherwise contemplated by the
Basic Documents) or (iii) permit the lien of this Indenture not to constitute a
valid first

                                      -25-

<PAGE>   26

priority security interest in the Trust Estate (other than with respect to any
such tax, mechanics' or other lien).

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer
shall deliver to the Indenture Trustee, on or before August 15 of each year,
beginning August 15, 2001, an Officer's Certificate signed by an Authorized
Officer, dated as of June 30 of such year, stating that:

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

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

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


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

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

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

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

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

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


                                      -26-

<PAGE>   27



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


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

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

                  (b) Except as otherwise expressly permitted by this Indenture
 or the other Basic Documents, the Issuer shall not sell, convey, exchange,
 transfer or otherwise dispose of any material portion of the properties and
 assets included in the Trust Estate to any Person, unless:

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

                                        (1) expressly assumes the due and
                           punctual payment of the principal of and interest on
                           all Notes and the performance or observance of every
                           agreement and covenant of this Indenture (and so long
                           as any Specified Support Arrangement is in effect,
                           such Specified Support Arrangements and all related
                           documents) on the part of the Issuer to be performed
                           or observed, all as provided herein;

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

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

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

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

                                      -27-

<PAGE>   28


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

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

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

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

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

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

                   SECTION 3.11 Successor or Transferee.

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

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

                   SECTION 3.12 No Other Business. The Issuer shall not engage
in any business or activity other than acquiring, holding and managing
the Collateral and the proceeds therefrom in the manner contemplated by the
Basic Documents, issuing the Notes and the Certificates, making payments on the
Notes and the Certificates and such other activities that are necessary,
suitable or convenient to accomplish the foregoing or are incidental thereto, as
set forth in Section 2.3 of the Trust Agreement, including entering into and
making payments under any Specified Support Arrangements.

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

                                      -28-

<PAGE>   29


borrowed other than indebtedness for money borrowed in respect of the Notes or
in accordance with the Basic Documents.

                  SECTION 3.14 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by this Indenture or the other Basic
Documents, the Issuer shall not make any loan or advance or credit to, or
guarantee (directly or indirectly or by an instrument having the effect of
assuring another's payment or performance on any obligation or capability of so
doing or otherwise), endorse or otherwise become contingently liable, directly
or indirectly, in connection with the obligations, stocks or dividends of, or
own, purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

                  SECTION 3.15 Servicer's Obligations. The Issuer shall use its
best efforts to cause the Servicer to comply with its obligations under Section
3.05 of the Pooling and Servicing Agreement and Sections 4.1, 4.2 and 4.8 of the
Trust Sale and Servicing Agreement.

                  SECTION 3.16 Capital Expenditures. The Issuer shall not make
any expenditure (whether by long-term or operating lease or otherwise) for
capital assets (either real, personal or intangible property) other than the
purchase of the Receivables and other property and rights from the Seller on the
Initial Closing Date and from time to time thereafter pursuant to the Trust Sale
and Servicing Agreement.

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

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

                  (a) pay any dividend or make any distribution (by reduction of
 capital or otherwise), whether in cash, property, securities or a combination
 thereof, to the Owner Trustee or any owner of a beneficial interest in the
 Issuer or otherwise, in each case with respect to any ownership or equity
 interest or similar security in or of the Issuer or to the Servicer;

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

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

 provided, however, that the Issuer may make, or cause to be made, distributions
 to the Servicer, the Seller, the Indenture Trustee, the Owner Trustee and the
 Certificateholders as permitted by,

                                      -29-

<PAGE>   30

and to the extent funds are available for such purpose under, the Trust Sale and
Servicing Agreement, the Trust Agreement or the other Basic Documents. The
Issuer shall not, directly or indirectly, make payments to or distributions from
the Collection Account or any other Designated Account except in accordance with
the Basic Documents.

                  SECTION 3.19 Notice of Events of Default. The Issuer agrees to
give the Indenture Trustee and the Rating Agencies written notice of each Event
of Default hereunder, each Servicing Default, any Insolvency Event with respect
to the Seller, each default on the part of the Seller or the Servicer of its
respective obligations under the Trust Sale and Servicing Agreement and each
default on the part of GMAC or the Servicer of its respective obligations under
the Pooling and Servicing Agreement, in each case promptly after the discovery
thereof by the Issuer.

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

                  SECTION 3.21 Trustee's Assignment of Interests in Certain
Receivables. The Indenture Trustee shall assign, without recourse,
representation or warranty, to the Servicer, GMAC or the Seller, as the case may
be, all of the Indenture Trustee's right, title and interest in and to any
Receivable assigned by the Issuer to the Servicer, GMAC or the Seller, as
applicable, pursuant to the Pooling and Servicing Agreement or the Trust Sale
and Servicing Agreement (including, without limitation, Section 9.3 thereof) (in
each case, to the extent so assigned and upon the receipt of any related
payment, if applicable), such assignment being an assignment outright and not
for security; and the Servicer, GMAC or the Seller, as applicable, shall
thereupon own the interest purchased in such Receivable, free of any further
obligation to the Indenture Trustee, the Noteholders or the Certificateholders
with respect thereto. If in any enforcement suit or legal proceeding it is held
that the Servicer may not enforce a Receivable on the ground that it is not a
real party in interest or a holder entitled to enforce such Receivable, the
Indenture Trustee shall, at the Servicer's expense, take such steps as the
Servicer deems necessary to enforce the Receivable, including bringing suit in
the Indenture Trustee's name or the names of the Noteholders or the
Certificateholders.

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

                  (a) Good Title. No interest in any Receivable conveyed to the
 Issuer has been sold, transferred, assigned or pledged by the Issuer to any
 Person other than the Indenture Trustee; immediately prior to the conveyance of
 such Receivables pursuant to this Indenture, the Issuer had good and marketable
 title thereto, free of any Lien; and, upon execution and delivery of this
 Indenture by the Issuer, the Indenture Trustee shall have all of the right,
 title and interest of the Issuer in, to and under such Receivables, free of any
 Lien; and

                                      -30-

<PAGE>   31


                  (b) All Filings Made. All filings (including, without
 limitation, UCC filings) necessary in any jurisdiction to give the Indenture
 Trustee, upon the acquisition by the Issuer of any Eligible Receivable, a first
 priority perfected security interest in such Eligible Receivable have been
 made.


                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

                  SECTION 4.1 Satisfaction and Discharge of Indenture. This
 Indenture shall cease to be of further effect with respect to the Notes except
 as to: (i) rights of registration of transfer and exchange; (ii) substitution
 of mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to
 receive payments of principal thereof and interest thereon; (iv) Sections 3.3,
 3.4, 3.5, 3.8, 3.10, 3.12, 3.13, 3.19 and 3.21; (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee
under Sections 4.2 and 4.4); and (vi) the rights of Noteholders as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, if:

                  (a)      either:

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

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

                           (A)  have become due and payable,

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

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



                                    -31-
<PAGE>   32
 and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(ii) above,
 has irrevocably deposited or caused to be irrevocably deposited with the
 Indenture Trustee cash or direct obligations of or obligations guaranteed by
 the United States of America (which will mature prior to the date such amounts
 are payable), in trust for such purpose, in an amount sufficient to pay and
 discharge the entire unpaid principal and accrued interest on such Notes not
 theretofore delivered to the Indenture Trustee for cancellation when due;

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

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

                  SECTION 4.2 Application of Trust Money. All monies deposited
 with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
 applied by it, in accordance with the provisions of the Notes and this
 Indenture and the applicable provisions of the Trust Sale and Servicing
 Agreement, including without limitation Section 4.5 thereof, to the payment,
 either directly or through any Paying Agent, as the Indenture Trustee may
 determine, to the Holders of the particular Notes for the payment or redemption
 of which such monies have been deposited with the Indenture Trustee, of all
 sums due and to become due thereon for principal and interest; but such monies
 need not be segregated from other funds except to the extent required herein or
 in the Trust Sale and Servicing Agreement or by applicable law.

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

                  SECTION 4.4 Duration of Position of Indenture Trustee.
 Notwithstanding the earlier payment in full of all principal and interest due
 to all Noteholders under the terms of the Notes of each series and the
 cancellation of such Notes pursuant to Section 3.1, the Indenture Trustee shall
 continue to act in the capacity as Indenture Trustee hereunder and, for the
 benefit of the Certificateholders, shall comply with its obligations under
 Sections 6.1(a), 8.2 and 8.3 of the Trust Sale and Servicing Agreement, as
 appropriate, until such time as all distributions in respect of Certificate
 Balance and interest due to the Certificateholders have been paid in full.



                                      -32-
<PAGE>   33

                                    ARTICLE V
                              DEFAULT AND REMEDIES

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

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

                  (b) except as set forth in Section 5.1(c), failure to pay any
 instalment of the principal of any Note as and when the same becomes due and
 payable, and such default continues unremedied for a period of thirty (30) days
 after there shall have been given, by registered or certified mail, written
 notice thereof to the Servicer by the Indenture Trustee or to the Servicer and
 the Indenture Trustee by the Holders of not less than 25% of the Outstanding
 Amount of the Notes, a written notice specifying such default and demanding
 that it be remedied and stating that such notice is a "Notice of Default"
 hereunder; or

                  (c) failure to pay in full the Outstanding Amount attributable
 to any series of Notes on or prior to the Stated Final Payment Date for such
 series; or

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

                  (e) the filing of an order for relief by a court having
 jurisdiction in the premises in respect of the Issuer or any substantial part
 of the Trust Estate in an involuntary case under the Bankruptcy Code, and such
 order shall have continued undischarged or unstayed for a period of 90 days; or
 the filing of a decree or order by a court having jurisdiction in the premises
 approving as properly filed a petition seeking reorganization, arrangement,
 adjustment or composition of the Issuer under any other Insolvency Law, and
 such decree or order shall have continued undischarged or unstayed for a period
 of 90 days; or the filing of a decree or order of a court having jurisdiction
 in the premises appointing a receiver, liquidator, assignee, custodian,
 trustee, sequestrator or similar official of the Issuer or for any substantial
 part of the Trust Estate, or ordering the winding-up or liquidation of the
 Issuer's affairs, and such decree or order shall have continued undischarged
 and unstayed for a period of 90 consecutive days; or

                  (f) the commencement by the Issuer of a voluntary case under
 the Bankruptcy




                                      -33-
<PAGE>   34

 Code; or the filing of a petition or answer or consent by the Issuer seeking
 reorganization, arrangement, adjustment or composition under any other
 Insolvency Law, or consent to the filing of any such petition, answer or
 consent; or the consent by the Issuer to the appointment or taking possession
 by a receiver, liquidator, assignee, custodian, trustee, sequestrator or
 similar official of the Issuer or for any substantial part of the Trust Estate,
 or the making by the Issuer of an assignment for the benefit of creditors, or
 the admission in writing of its inability to pay its debts generally as such
 debts become due; or

                  (g) any other event designated as such in an Officer's
 Issuance Certificate.

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

                  SECTION 5.2 Acceleration of Maturity; Rescission and
Annulment.

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

                  (b) At any time after such declaration of acceleration of
 maturity has been made and before a judgment or decree for payment of the money
 due has been obtained by the Indenture Trustee as hereinafter provided in this
 Article V, the Holders of Notes representing a majority of the Outstanding
 Amount of the Notes, by written notice to the Issuer and the Indenture Trustee,
 may rescind and annul such declaration and its consequences; provided, however,
 that no such rescission and annulment shall extend to or affect any subsequent
 Event of Default or impair any right consequent thereto; and provided, further,
 that if the Indenture Trustee shall have proceeded to enforce any right under
 this Indenture and such proceedings shall have been discontinued or abandoned
 because of such rescission and annulment or for any other reason, or shall have
 been determined adversely to the Indenture Trustee, then and in every such
 case, the Indenture Trustee, the Issuer and the Noteholders, as the case may
 be, shall be restored to their respective former positions and rights
 hereunder, and all rights, remedies and powers of the Indenture Trustee, the
 Issuer and the Noteholders, as the case may be, shall continue as though no
 such proceedings had been commenced.

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


                                      -34-
<PAGE>   35

                  (a) The Issuer covenants that if there shall occur an Event of
 Default under Sections 5.1(a), (b) or (c) that has not been waived pursuant to
 Section 5.12, then the Issuer shall, upon demand of the Indenture Trustee, pay
 to the Indenture Trustee, for the ratable benefit of the parties to receive
 such amounts pursuant to the terms of this Indenture, the entire amount then
 due and payable on the Notes for principal and interest, with interest upon the
 overdue principal for each series of Notes, at the rate borne by such Notes and
 in addition thereto such further amount as shall be sufficient to cover the
 costs and expenses of collection, including the reasonable compensation,
 expenses, disbursements and advances of the Indenture Trustee and its agents
 and counsel, with all such amounts applied as described in clause SECOND of
 Section 5.4(b).

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

                  (c) If an Event of Default occurs and is continuing, the
 Indenture Trustee may, as more particularly provided in Section 5.4, in its
 discretion, proceed to protect and enforce its rights and the rights of the
 Noteholders, by such appropriate Proceedings as the Indenture Trustee shall
 deem most effective to protect and enforce any such rights, whether for the
 specific enforcement of any covenant or agreement in this Indenture or in aid
 of the exercise of any power granted herein, or to enforce any other proper
 remedy or legal or equitable right vested in the Indenture Trustee by this
 Indenture or by applicable law.

                  (d) If there shall be pending, relative to the Issuer or any
 other obligor upon the Notes or any Person having or claiming an ownership
 interest in the Trust Estate, Proceedings under any Insolvency Law, or if a
 receiver, assignee or trustee in bankruptcy or reorganization, liquidator,
 sequestrator or similar official shall have been appointed for or taken
 possession of the Issuer or its property or such other obligor or Person, or in
 case of any other comparable judicial Proceedings relative to the Issuer or
 other obligor upon the Notes, or to the creditors or property of the Issuer or
 such other obligor, the Indenture Trustee, irrespective of whether the
 principal of any Notes shall then be due and payable as therein expressed or by
 declaration or otherwise and irrespective of whether the Indenture Trustee
 shall have made any demand pursuant to the provisions of this Section 5.3,
 shall be entitled and empowered, by intervention in such Proceedings or
 otherwise:

                           (i) to file and prove a claim or claims for the whole
         amount of principal and interest owing and unpaid in respect of the
         Notes and to file such other papers or documents as may be necessary or
         advisable in order to have the claims of the Indenture Trustee
         (including any claim for reasonable compensation to the Indenture
         Trustee and





                                      -35-
<PAGE>   36

         each predecessor trustee, and their respective agents, attorneys and
         counsel, and for reimbursement of all expenses and liabilities
         incurred, and all advances made, by the Indenture Trustee and each
         predecessor trustee, except as a result of negligence or bad faith) and
         of the Noteholders allowed in such Proceedings;

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

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

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

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

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

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

                  (g) In any Proceedings brought by the Indenture Trustee (and
 also any



                                      -36-
<PAGE>   37

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

                  SECTION 5.4 Remedies; Priorities.

                  (a)      If an Event of Default shall have occurred and be
  continuing and the Notes have been accelerated under Section 5.2(a), the
  Indenture Trustee may (but shall not be required to) do one or more of the
  following (subject to Section 5.5):

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

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

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

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

 provided, however, that the Indenture Trustee may not sell or otherwise
 liquidate the Trust Estate following an Event of Default and acceleration of
 the Notes, unless (A) the Holders of all of the aggregate Outstanding Amount of
 the Notes and the Holders of Certificates representing all of the Voting
 Interests consent thereto, (B) the proceeds of such sale or liquidation
 distributable to the Securityholders are sufficient to discharge in full the
 principal of and the accrued interest on the Notes and the Certificate Balance
 of and accrued interest on the Certificates, in each case as of the date of
 such sale or liquidation or (C) (i) there has been an Event of Default under
 Section 5.1(a), (b) or (c) or otherwise arising from a failure to make a
 required payment of principal on any Notes, (ii) the Indenture Trustee
 determines that the Trust Estate will not continue to provide sufficient funds
 for the payment of principal of and interest on the Notes as and when they
 would have become due if the Notes had not been declared due and payable and
 (iii) the Indenture Trustee obtains the consent of Holders of a majority of the
 aggregate Outstanding Amount of the Notes. In determining such sufficiency or
 insufficiency with respect to clauses (B) and (C), the Indenture Trustee may,
 but need not, obtain and rely upon an opinion of an Independent


                                      -37-
<PAGE>   38

 investment banking or accounting firm of national reputation as to the
 feasibility of such proposed action and as to the sufficiency of the Trust
 Estate for such purpose.

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

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

                           SECOND: to the Collection Account for distribution
         pursuant to Section 4.5 of the Trust Sale and Servicing Agreement, with
         such amounts being deemed to be Available Trust Principal and Available
         Trust Interest in the same proportion as the outstanding principal
         balance of the Notes bears to the accrued and unpaid interest on the
         Notes (and, if any series of Notes has Specified Support Arrangements,
         the amount unpaid under such Specified Support Arrangement).

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

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

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

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

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

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


                                      -38-
<PAGE>   39
                  (e) no written direction inconsistent with such written
 request has been given to the Indenture Trustee during such 60-day period by
 the Holders of a majority of the Outstanding Amount of the Notes;

 it being understood and intended that no one or more Holders of Notes shall
 have any right in any manner whatever by virtue of, or by availing of, any
 provision of this Indenture to affect, disturb or prejudice the rights of any
 other Holders of Notes or to obtain or to seek to obtain priority or preference
 over any other Holders 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 holders of Notes. For the protection and enforcement of the
 provisions of this Section 5.6, each and every Noteholder shall be entitled to
 such relief as can be given either at law or in equity.

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

                  SECTION 5.7 Rights of Noteholders To Receive Principal and
 Interest. Notwithstanding any other provisions in this Indenture, the Holders
 of Notes shall have the right to receive payment of the principal of and
 interest on such Notes, as allocated to it under the Trust Sale and Servicing
 Agreement and applicable Officer's Issuance Certificate, on or after the
 respective due dates thereof expressed in such Notes or in this Indenture (or,
 in the case of redemption, if applicable, on or after the Redemption Date) and
 to institute suit for the enforcement of any such payment, and such right shall
 not be impaired without the consent of such Holders.

                  SECTION 5.8 Restoration of Rights and Remedies. If the
 Indenture Trustee or any Noteholder has instituted any Proceeding to enforce
 any right or remedy under this Indenture and such Proceeding has been
 discontinued or abandoned for any reason or has been determined adversely to
 the Indenture Trustee or to such Noteholder, then and in every such case the
 Issuer, the Indenture Trustee and the Noteholders shall, subject to any
 determination in such Proceeding, be restored severally and to their respective
 former positions hereunder, and thereafter all rights and remedies of the
 Indenture Trustee and the Noteholders shall continue as though no such
 Proceeding had been instituted.

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



                                      -39-

<PAGE>   40




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

                  SECTION 5.11 Control by Noteholders. The Holders of a majority
 of the Outstanding Amount of the Notes shall, subject to provision being made
 for indemnification against costs, expenses and liabilities in a form
 satisfactory to the Indenture Trustee, have the right to direct the time,
 method and place of conducting any Proceeding for any remedy available to the
 Indenture Trustee with respect to the Notes or exercising any trust or power
 conferred on the Indenture Trustee; provided, however, that:

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

                  (b) subject to the express terms of Section 5.4, any direction
 to the Indenture Trustee to sell or liquidate the Trust Estate shall be by the
 Holders of Notes representing not less than 100% of the Outstanding Amount of
 the Notes;

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

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

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

                  SECTION 5.12 Waiver of Past Defaults.

                  (a) Prior to the declaration of the acceleration of the
 maturity of the Notes as provided in Section 5.2, the Holders of not less than
 a majority of the Outstanding Amount of the Notes may waive any past Default or
 Event of Default and its consequences except a Default (i) in the payment of
 principal of or interest on any of the Notes or (ii) in respect of a covenant
 or

                                      -40-

<PAGE>   41



 provision hereof that cannot be modified or amended without the consent of the
 Holder of each such Note. In the case of any such waiver, the Issuer, the
 Indenture Trustee and the Noteholders shall be restored to their former
 positions and rights hereunder, respectively; but no such waiver shall extend
 to any subsequent or other Default or impair any right consequent thereto.

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

                  SECTION 5.13 Undertaking for Costs. All parties to this
 Indenture agree, and each Holder of any Note by such Holder's acceptance
 thereof shall be deemed to have agreed, that any court may in its discretion
 require, in any Proceeding for the enforcement of any right or remedy under
 this Indenture, or in any Proceeding against the Indenture Trustee for any
 action taken, suffered or omitted by it as Trustee, the filing by any party
 litigant in such Proceeding of an undertaking to pay the costs of such
 Proceeding, and that such court may in its discretion assess reasonable costs,
 including reasonable attorneys' fees and expenses, against any party litigant
 in such Proceeding, having due regard to the merits and good faith of the
 claims or defenses made by such party litigant; but the provisions of this
 Section 5.13 shall not apply to:

                  (a) any Proceeding instituted by the Indenture Trustee;

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

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

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

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

                                      -41-

<PAGE>   42

 be impaired by the recovery of any judgment by the Indenture Trustee against
 the Issuer or by the levy of any execution under such judgment upon any portion
 of the Trust Estate or upon any of the assets of the Issuer. Any money or
 property collected by the Indenture Trustee shall be applied in accordance with
 Section 5.4(b) hereof.

                  SECTION 5.16 Performance and Enforcement of Certain
 Obligations.

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

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

                  (c) Promptly following a request from the Indenture Trustee to
 do so and at the Administrator's expense, the Issuer agrees to take all such
 lawful action as the Indenture Trustee may request to compel or secure the
 performance and observance by GMAC and the Servicer of each of their
 obligations to the Seller under or in connection with the Pooling and Servicing
 Agreement in accordance with the terms thereof, and to exercise any and all
 rights, remedies, powers and privileges lawfully available to the Issuer under
 or in connection with the Pooling and Servicing Agreement to the extent and in
 the manner directed by the Indenture Trustee, including the transmission of
 notices of default on the part of the Seller thereunder and the institution of
 legal or administrative actions or proceedings to compel or secure performance
 by GMAC and the Servicer of each of their obligations under the Pooling and
 Servicing Agreement.

                                      -42-

<PAGE>   43

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


                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

                  SECTION 6.1 Duties of Indenture Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
 Indenture Trustee shall exercise the rights and powers vested in it by this
 Indenture and use the same degree of care and skill in their exercise as a
 prudent person would exercise or use under the circumstances in the conduct of
 such person's own affairs, including without limitation, continuing to hold the
 Trust Estate and receive collections on the Receivables included therein and
 provided in the Trust Sale and Servicing Agreement.

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

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

                      (ii) in the absence of bad faith on its part, the
         Indenture Trustee may conclusively rely, as to the truth of the
         statements and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Indenture Trustee and
         conforming to the requirements of this Indenture; provided, however,
         that the Indenture Trustee shall examine the certificates and opinions
         to determine whether or not they conform to the requirements of this
         Indenture (but need not confirm or investigate the accuracy of any
         mathematical calculations or other facts stated therein).

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

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


                                      -43-

<PAGE>   44

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

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

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

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

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

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

                  SECTION 6.2 Rights of Indenture Trustee.

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

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

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

                  (d) The Indenture Trustee shall not be liable for any action
 it takes or omits to

                                      -44-

<PAGE>   45


 take in good faith which it believes to be authorized or within its rights or
 powers; provided, however, that the Indenture Trustee's conduct does not
 constitute wilful misconduct, negligence or bad faith.

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

                  (f) The Indenture Trustee shall be under no obligation to
 exercise any of the rights or powers vested in it by this Indenture at the
 request or direction of any of the Holders pursuant to this Indenture, unless
 such Holders shall have offered to the Indenture Trustee security or indemnity
 satisfactory to the Indenture Trustee against the costs, expenses and
 liabilities which might be incurred by it in compliance with such request or
 direction.

                  (g) 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 direction, consent,
 order, bond, debenture, note, other evidence of indebtedness or other paper or
 document, but the Indenture Trustee, in its direction, may make such further
 inquiry or investigation into such facts or matters as it may see fit.

                  (h) The Indenture Trustee shall not be deemed to have notice
 of any Default or Event of Default unless a Responsible Officer of the
 Indenture Trustee has actual knowledge thereof or unless written notice of any
 event which is in fact such a default is received by the Indenture Trustee at
 the Corporate Trust Office of the Indenture Trustee, and such notice references
 the Securities and this Indenture.

                  (i) The rights, privileges, protections, immunities and
 benefits given to the Indenture Trustee, including, without limitation, its
 right to be indemnified, are extended to, and shall be enforceable by, the
 Indenture Trustee in each of its capacities hereunder.

                  SECTION 6.3 Indenture Trustee May Own Notes. The Indenture
 Trustee in its individual or any other capacity may become the owner or pledgee
 of Notes and may otherwise deal with the Issuer, the Servicer or any of their
 respective Affiliates with the same rights it would have if it were not
 Indenture Trustee; provided, however, that the Indenture Trustee shall comply
 with Sections 6.10 and 6.11. Any Paying Agent, Note Registrar, co-registrar or
 co-paying agent may do the same with like rights.

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

                                      -45-

<PAGE>   46


 connection with the sale of the Notes or in the Notes other than the Indenture
 Trustee's certificate of authentication.

                  SECTION 6.5 Notice of Defaults. If a Default occurs and is
 continuing and if it is known to a Responsible Officer of the Indenture
 Trustee, the Indenture Trustee shall mail to each Noteholder notice of the
 Default within 90 days after it occurs. Except in the case of a Default in
 payment of principal of or interest on any Note, the Indenture Trustee may
 withhold the notice if and so long as a committee of its Responsible Officers
 in good faith determines that withholding the notice is in the interests of
 Noteholders.

                  SECTION 6.6 Reports by Indenture Trustee to Holders. The
 Indenture Trustee shall deliver to each Noteholder the information and
 documents set forth in Article VII, and, in addition, all such information with
 respect to the Notes as may be required by the terms of the Trust Sale and
 Servicing Agreement to be provided to Holders by the Indenture Trustee to
 enable such Holder to prepare its federal and state income tax returns.

                  SECTION 6.7 Compensation; Indemnity.

                  (a) The Issuer shall cause the Servicer pursuant to Section
 3.03 of the Pooling and Servicing Agreement to pay to the Indenture Trustee
 from time to time such compensation for its services as shall be agreed upon in
 writing. The Indenture Trustee's compensation shall not be limited by any law
 on compensation of a trustee of an express trust. The Issuer shall cause the
 Servicer pursuant to Section 3.03 of the Pooling and Servicing Agreement to
 reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
 incurred or made by it, including costs of collection, in addition to the
 compensation for its services. Such expenses shall include the reasonable
 compensation and expenses, disbursements and advances of the Indenture
 Trustee's agents, counsel, accountants and experts. The Issuer shall cause the
 Servicer pursuant to the Trust Sale and Servicing Agreement to indemnify the
 Indenture Trustee in accordance with Section 7.1 of the Trust Sale and
 Servicing Agreement.

                  (b) The Issuer's obligation to cause the Servicer to honor the
 Issuer's obligations to the Indenture Trustee specified in Section 6.7(a) shall
 survive the discharge of this Indenture. When the Indenture Trustee incurs
 expenses after the occurrence of a Default specified in Section 5.1(e) or (f)
 with respect to the Issuer, if the Servicer has failed to honor such obligation
 the expenses are intended to constitute expenses of administration under any
 Insolvency Law.

                  SECTION 6.8 Replacement of Indenture Trustee.

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

                                      -46-

<PAGE>   47


 majority in Outstanding Amount of the Notes may remove the Indenture Trustee by
 so notifying the Indenture Trustee and may appoint a successor Indenture
 Trustee. Such resignation or removal shall become effective in accordance with
 Section 6.8(c). The Issuer shall remove the Indenture Trustee if:

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

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

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

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

                  (b) If the Indenture Trustee gives notice of its intent to
 resign or is removed or if a vacancy exists in the office of Indenture Trustee
 for any reason (the Indenture Trustee in such event being referred to herein as
 the retiring Indenture Trustee), the Issuer shall promptly appoint and
 designate a successor Indenture Trustee.

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

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

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

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

                  SECTION 6.9 Merger or Consolidation of Indenture Trustee.



                                      -47-
<PAGE>   48


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

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

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

                  (a) Notwithstanding any other provisions of this Indenture, at
 any time, for the purpose of meeting any legal requirement of any jurisdiction
 in which any part of the Issuer or any Dealer may at the time be located, the
 Indenture Trustee shall have the power and may execute and deliver all
 instruments to appoint one or more Persons approved by the Indenture Trustee to
 act as a co-trustee or co-trustees, jointly with the Indenture Trustee, or
 separate trustee or separate trustees, of all or any part of the Issuer, and to
 vest in such Person or Persons, in such capacity and for the benefit of the
 Noteholders and (only to the extent expressly provided herein) the
 Certificateholders, such title to the Issuer, or any part hereof, and, subject
 to the other provisions of this Section 6.10, such powers, duties, obligations,
 rights and trusts as the Indenture Trustee may consider necessary or desirable.
 No co-trustee or separate trustee hereunder shall be required to meet the terms
 of eligibility as a successor trustee under Section 6.11 and no notice to
 Noteholders of the appointment of any co-trustee or separate trustee shall be
 required under Section 6.8.

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

                      (i) all rights, powers, duties and obligations conferred
         or imposed upon the Indenture Trustee shall be conferred or imposed
         upon and exercised or performed by the Indenture Trustee and such
         separate trustee or co-trustee jointly (it


                                      -48-

<PAGE>   49




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

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

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

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

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

                  SECTION 6.11 Eligibility; Disqualification. The Indenture
 Trustee shall at all times satisfy the requirements of TIA ss. 310(a) and
 Section 26(a) of the Investment Company Act. The Indenture Trustee shall have a
 combined capital and surplus, and an aggregate capital, surplus and undivided
 profits, of at least $50,000,000 as set forth in its most recent published
 annual report of condition and (unless waived by Moody's) it shall have a long
 term unsecured debt rating of Baa3 or better by Moody's. The Indenture Trustee
 shall comply with TIA ss. 310(b); provided, however, that there shall be
 excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures
 under which other securities of the Issuer are outstanding if the requirements
 for such exclusion set forth in TIA ss. 310(b)(1) are met.


                                      -49-

<PAGE>   50



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

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

                  (a) the Indenture Trustee is a New York banking corporation
 and the eligibility requirements set forth in Section 6.11 are satisfied with
 respect to the Indenture Trustee;

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

                  (c) the execution, delivery and performance by the Indenture
 Trustee of this Indenture (i) shall not violate any provision of any law or
 regulation governing the banking and trust powers of the Indenture Trustee or
 any order, writ, judgment or decree of any court, arbitrator, or Governmental
 Authority applicable to the Indenture Trustee or any of its assets, (ii) shall
 not violate any provision of the corporate charter or by-laws of the Indenture
 Trustee or (iii) shall not violate any provision of, or constitute, with or
 without notice or lapse of time, a default under, or result in the creation or
 imposition of any lien on any properties included in the Trust Estate pursuant
 to the provisions of any mortgage, indenture, contract, agreement or other
 undertaking to which it is a party, which violation, default or lien could
 reasonably be expected to have a materially adverse effect on the Indenture
 Trustee's performance or ability to perform its duties under this Indenture or
 on the transactions contemplated in this Indenture;

                  (d) the execution, delivery and performance by the Indenture
 Trustee of this Indenture shall not require the authorization, consent or
 approval of, the giving of notice to, the filing or registration with, or the
 taking of any other action in respect of, any Governmental Authority or agency
 regulating the banking and corporate trust activities of the Indenture Trustee;
 and

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


                  SECTION 6.14 Indenture Trustee May Enforce Claims Without
 Possession of Notes. All rights of action and claims under this Indenture or
 the Notes may be prosecuted and enforced by the Indenture Trustee without the
 possession of any of the Notes or the production thereof in any proceeding
 relating thereto, and any such proceeding instituted by the Indenture Trustee
 shall be brought in its own name as Indenture Trustee. Any recovery of judgment
 shall, after provision for the payment of the reasonable compensation,
 expenses, disbursements and

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<PAGE>   51



 advances of the Indenture Trustee, its agents and counsel, be for the ratable
 benefit of the Noteholders and (only to the extent expressly provided herein)
 the Certificateholders in respect of which such judgment has been obtained.

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

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


                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

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


                  SECTION 7.2 Preservation of Information, Communications to
 Noteholders.

                  (a) The Indenture Trustee shall preserve, in as current a form
 as is reasonably


                                      -51-

<PAGE>   52

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

                  (b) Noteholders may communicate pursuant to TIA ss. 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 ss. 312(c).

                  SECTION 7.3 Reports by Issuer.

                  (a) The Issuer shall:

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

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

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

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

                  SECTION 7.4 Reports by Indenture Trustee.

                  (a) If required by TIA ss. 313(a), within 60 days after each
 May 1, beginning


                                      -52-

<PAGE>   53


 with May 1, 2001, the Indenture Trustee shall mail to each Noteholder as
 required by TIA ss. 313(c) a brief report dated as of such date that complies
 with TIA ss. 313(a). The Indenture Trustee also shall comply with TIA ss.
 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall,
 at the time of its mailing to Noteholders, be filed by the Indenture Trustee
 with the Commission and each stock exchange, if any, on which the Notes are
 listed. The Issuer shall notify the Indenture Trustee if and when the Notes are
 listed on any stock exchange.

                  (b) On each Payment Date, the Indenture Trustee shall include
 with each payment to each Noteholder a copy of the statement for the Collection
 Period or Periods applicable to such Payment Date as required pursuant to
 Section 4.8 of the Trust Sale and Servicing Agreement.


                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

                  SECTION 8.1 Collection of Money. Except as otherwise expressly
 provided herein, the Indenture Trustee may demand payment or delivery of, and
 shall receive and collect, directly and without intervention or assistance of
 any fiscal agent or other intermediary, all money and other property payable to
 or receivable by the Indenture Trustee pursuant to this Indenture. The
 Indenture Trustee shall apply all such money received by it as provided in this
 Indenture, the Pooling and Servicing Agreement and the Trust Sale and Servicing
 Agreement. Except as otherwise expressly provided in this Indenture, if any
 default occurs in the making of any payment or performance under any agreement
 or instrument that is part of the Trust Estate, the Indenture Trustee may take
 such action as may be appropriate to enforce such payment or performance,
 including the institution and prosecution of appropriate Proceedings. Any such
 action shall be without prejudice to any right to claim an Event of Default
 under this Indenture and any right to proceed thereafter as provided in Article
 V.

                  SECTION 8.2  Designated Accounts; Payments.

                  (a) On or prior to the Closing Date, the Issuer shall cause
 the Servicer to establish and maintain, in the name of the Indenture Trustee,
 for the benefit of the Noteholders and the Certificateholders, the Designated
 Accounts as provided in Articles IV and VI of the Trust Sale and Servicing
 Agreement (or with respect to any Designated Account for any series of Notes
 issued after the Closing Date, on or prior to the closing date with respect to
 such series of Notes).

                  (b) Notwithstanding anything to the contrary herein, all
 investment earnings on funds on deposit in the applicable Term Note
 Distribution Account and the Revolver Distribution Account, net of losses and
 investment expenses, shall constitute Investment Proceeds and be applied as
 described in the Trust Sale and Servicing Agreement.


                                      -53-

<PAGE>   54



                  SECTION 8.3  General Provisions Regarding Designated Accounts.

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

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

                  SECTION 8.4 Release of Trust Estate.

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

                  (b) The Indenture Trustee shall, at such time as there are no
 Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
 6.7 have been paid, notify the Issuer thereof in writing and upon receipt of an
 Issuer Request, release any remaining portion of the Trust Estate that secured
 the Notes from the lien of this Indenture and release to the Issuer or any
 other Person entitled thereto any funds then on deposit in the applicable Term
 Note Distribution Account and the Revolver Distribution Account. The Indenture
 Trustee shall (i) release any remaining portion of the Trust Estate that
 secured the Certificates from the lien of this Indenture and (ii) release to
 the Issuer or any other Person entitled thereto any funds then on deposit in
 the SWIFT VI Reserve Fund or the Collection Account only at such time as (x)
 there are no Notes Outstanding, (y) all payments in respect of the Certificate
 Balance and interest due to the Certificateholders have been paid in full and
 (z) all sums due to the Indenture Trustee pursuant to Section 6.7 have been
 paid.

                  SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall
 receive at least
                                      -54-

<PAGE>   55

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


                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1 Supplemental Indentures Without Consent of
 Noteholders.

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

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

                      (ii)  to evidence the succession, in compliance with
         Section 3.10 and the applicable provisions hereof, of another Person to
         the Issuer, and the assumption by any such successor of the covenants
         of the Issuer contained herein and in the Notes;

                      (iii) to add to the covenants of the Issuer for the
         benefit of the Noteholders;

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

                      (v)   to cure any ambiguity or to correct or supplement
         any provision herein or in any supplemental indenture which may be
         inconsistent with any other provision herein or in any supplemental
         indenture;






                                      -55-

<PAGE>   56



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

                      (vii)  to modify, eliminate or add to the provisions of
         this Indenture to such extent as shall be necessary to effect the
         qualification of this Indenture under the TIA or under any similar
         federal statute hereafter enacted and to add to this Indenture such
         other provisions as may be expressly required by the TIA, and the
         Indenture Trustee is hereby authorized to join in the execution of any
         such supplemental indenture and to make any further appropriate
         agreements and stipulations that may be therein contained;

                      (viii) to increase or decrease the Specified Maximum
         Revolver Balance with respect to the Revolving Notes, subject to the
         satisfaction of the Rating Agency Condition, in the case of an
         increase, and the other conditions set forth in the Trust Sale and
         Servicing Agreement; or

                      (ix)   to add provisions to or delete or modify the
         existing provisions of this Indenture as appropriate to allow the Trust
         to issue foreign currency-denominated Notes, including without
         limitation adding provisions granting rights under this Indenture to
         counterparties of the currency swaps that may be entered into in
         connection with the issuance of such foreign currency-denominated
         Notes.

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

                  SECTION 9.2 Supplemental Indentures With Consent of
 Noteholders.

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



                                      -56-

<PAGE>   57



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

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

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

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

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

                      (vi) modify any of the provisions of this Indenture in
         such manner as to affect the calculation of the amount of any payment
         of interest or principal due on any Note on any Payment Date (including
         the calculation of any of the individual components of such
         calculation) (it being understood that the issuance of any Notes and
         the specification of the terms and provisions thereof pursuant to an
         Officer's Issuance Certificate shall not be deemed to have such effect
         for purposes hereof), or modify or alter the provisions of the
         Indenture regarding the voting of Notes held by the Issuer, the Seller
         or any Affiliate of either of them; or

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


                                      -57-

<PAGE>   58



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

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

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

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

                  SECTION 9.4 Effect of Supplemental Indenture. Upon the
 execution of any supplemental indenture pursuant to the provisions hereof, this
 Indenture shall be and be deemed to be modified and amended in accordance
 therewith with respect to the Notes affected thereby, and the respective
 rights, limitations of rights, obligations, duties, liabilities and immunities
 under this Indenture of the Indenture Trustee, the Issuer and the Noteholders
 shall thereafter be determined, exercised and enforced hereunder subject in all
 respects to such modifications and amendments, and all the terms and conditions
 of any such supplemental indenture shall be and be deemed to be part of the
 terms and conditions of this Indenture for any and all purposes.

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

                                      -58-

<PAGE>   59


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


                                    ARTICLE X
                            REDEMPTION OF TERM NOTES

                  SECTION 10.1 Redemption. A series of Term Notes shall be
 subject to redemption if and to the extent provided in the related Officer's
 Issuance Certificate. The purchase price for any Term Notes shall be equal to
 the applicable Redemption Price set forth in the related Officer's Issuance
 Certificate, provided the Issuer has available funds sufficient to pay such
 amount. The Issuer shall furnish the Rating Agencies notice of any such
 redemption. If any Term Notes are to be redeemed pursuant to this Section 10.1,
 the Issuer shall furnish notice thereof to the Indenture Trustee not later than
 25 days prior to the applicable Redemption Date and the Issuer shall deposit
 into the applicable Term Note Distribution Account on or before the applicable
 Redemption Date, the aggregate Redemption Price of the Term Notes to be
 redeemed, whereupon all such Term Notes shall be due and payable on the
 Redemption Date.

                  SECTION 10.2 Form of Redemption Notice.

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

                  (b) All notices of redemption shall state:

                      (i)   the applicable Redemption Date;

                      (ii)  the applicable Redemption Price;

                      (iii) the place where the Term Notes are to be surrendered
         for payment of the Redemption Price (which shall be the Agency Office
         of the Indenture Trustee to be maintained as provided in Section 3.2);

                      (iv)  the CUSIP number, if applicable; and

                      (v)   the principal amount of Notes to be redeemed.




                                      -59-

<PAGE>   60


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

                  SECTION 10.3 Term Notes Payable on Redemption Date. With
 respect to any Term Notes, such Term Notes shall, following notice of
 redemption as required by Section 10.2 (in the case of redemption pursuant to
 Section 10.1), on the applicable Redemption Date cease to be Outstanding for
 purposes of this Indenture and shall thereafter represent only the right to
 receive the applicable Redemption Price and (unless the Issuer shall default in
 the payment of such Redemption Price) no interest shall accrue on such
 Redemption Price for any period after the date to which accrued interest is
 calculated for purposes of calculating such Redemption Price.


                                   ARTICLE XI
                                  MISCELLANEOUS

                  SECTION 11.1 Compliance Certificates and Opinions, etc.

                  (a) Upon any application or request by the Issuer to the
 Indenture Trustee to take any action under any provision of this Indenture, the
 Issuer shall furnish to the Indenture Trustee: (i) an Officer's Certificate
 stating that all conditions precedent, if any, provided for in this Indenture
 relating to the proposed action have been complied with, (ii) an Opinion of
 Counsel stating that in the opinion of such counsel all such conditions
 precedent, if any, have been complied with and (iii) (if required by the TIA)
 an Independent Certificate from a firm of certified public accountants meeting
 the applicable requirements of this Section 11.1, except that, in the case of
 any such application or request as to which the furnishing of such documents is
 specifically required by any provision of this Indenture, no additional
 certificate or opinion need be furnished. Every certificate or opinion with
 respect to compliance with a condition or covenant provided for in this
 Indenture shall include:

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

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

                      (iii) a statement that, in the judgment of each such
         signatory, such signatory has made such examination or investigation as
         is necessary to enable such

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<PAGE>   61


         signatory to express an informed opinion as to whether or not such
         covenant or condition has been complied with; and

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

                  (b) (i)   Prior to the deposit with the Indenture Trustee of
any Collateral or other property or securities that is to be made the basis for
the release of any property or securities subject to the lien of this Indenture,
the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee an Officers'
Certificate certifying or stating the opinion of each Person signing such
certificate as to the fair value (within 90 days of such deposit) to the Issuer
of the Collateral or other property or securities to be so deposited.

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

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

                      (iv)  Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signatory thereof as to the matters described in clause
         (b)(iii) above, the Issuer shall also furnish to the Indenture Trustee
         an Independent Certificate as to the same matters if the fair value of
         the property or securities and of all other property, other than
         Warranty Receivables, Administrative Receivables or Defaulted
         Receivables, or securities released from the lien of this Indenture
         since the commencement of the then current calendar year, as set forth
         in the certificates required by clause (b)(iii) above and this clause
         (b)(iv), equals 10% or more of the


                                      -61-

<PAGE>   62

         Outstanding Amount of the Notes, but such certificate need not be
         furnished in the case of any release of property or securities if the
         fair value thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the then Outstanding
         Amount of the Notes.

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

                  SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

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

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

                  (d) Whenever in this Indenture, in connection with any
 application or certificate or report to the Indenture Trustee, it is provided
 that the Issuer shall deliver any document as a condition of the granting of
 such application, or as evidence of the Issuer's compliance with any term
 hereof, it is intended that the truth and accuracy, at the time of the granting
 of such application or at the effective date of such certificate or report (as
 the case may be), of the facts and opinions stated in such document shall in
 such case be conditions precedent

                                      -62-

<PAGE>   63



 to the right of the Issuer to have such application granted or to the
 sufficiency of such certificate or report. The foregoing shall not, however, be
 construed to affect the Indenture Trustee's right to rely upon the truth and
 accuracy of any statement or opinion contained in any such document as provided
 in Article VI.

                  SECTION 11.3 Acts of Noteholders.

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

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

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

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

                  SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer and
 Rating Agencies. Any request, demand, authorization, direction, notice,
 consent, waiver or Act of Noteholders or other documents provided or permitted
 by this Indenture to be made upon, given or furnished to or filed with:

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

                  (b) the Issuer by the Indenture Trustee or by any Noteholder
 shall be sufficient for every purpose hereunder if in writing and either sent
 by electronic facsimile transmission (with hard copy to follow via first class
 mail) or mailed, by certified mail, return receipt requested to the

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<PAGE>   64



 Issuer and the Owner Trustee each at the address specified in Appendix B to the
 Trust Sale and Servicing Agreement.

                  The Issuer shall promptly transmit any notice received by it
 from the Noteholders to the Indenture Trustee and the Indenture Trustee shall
 likewise promptly transmit any notice received by it from the Noteholders to
 the Issuer.

                  (c) Notices required to be given to the Rating Agencies by the
 Issuer, the Indenture Trustee or the Owner Trustee shall be delivered as
 specified in Appendix B to the Trust Sale and Servicing Agreement.

                  SECTION 11.5 Notices to Noteholders; Waiver.

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

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

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

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

                  SECTION 11.6 Alternate Payment and Notice Provisions.
 Notwithstanding any provision of this Indenture or any of the Notes to the
 contrary, the Issuer may enter into any agreement with any Holder of a Note
 providing for a method of payment, or notice by the Indenture Trustee or any
 Paying Agent to such Holder, that is different from the methods

                                      -64-

<PAGE>   65


 provided for in this Indenture for such payments or notices. The Issuer shall
 furnish to the Indenture Trustee a copy of each such agreement and the
 Indenture Trustee shall cause payments to be made and notices to be given in
 accordance with such agreements.


                  SECTION 11.7  Conflict with Trust Indenture Act.

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

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

                  SECTION 11.9 Successors and Assigns.

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

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

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

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

                  SECTION 11.12 Legal Holidays.

                  If the date on which any payment is due shall not be a
 Business Day, then (notwithstanding any other provision of the Notes or this
 Indenture) payment need not be made

                                      -65-

<PAGE>   66



 on such date, but may be made on the next succeeding Business Day, with the
 same force and effect as if made on the date on which nominally due, and no
 interest shall accrue for the period from and after any such nominal date.

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

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

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

                  SECTION 11.16 No Recourse.

                  (a) Each Noteholder will agree by acceptance of a Note (or
 interest therein) that no recourse may be taken, directly or indirectly, with
 respect to the obligations of the Issuer, the Owner Trustee or the Indenture
 Trustee on the Notes or under this Indenture or any certificate or other
 writing delivered in connection herewith or therewith, against:

                      (i)   the Indenture Trustee or the Owner Trustee in its
         individual capacity;

                      (ii)  any owner of a beneficial interest in the Issuer; or

                      (iii) any partner, owner, beneficiary, agent, officer,
         director or employee of the Indenture Trustee or the Owner Trustee in
         its individual capacity, any holder of a beneficial interest in the
         Issuer, the Owner Trustee or the Indenture Trustee or of any successor
         or assign of the Indenture Trustee or the Owner Trustee in its
         individual capacity, except as any such Person may have expressly
         agreed (it being understood that the Indenture Trustee and the Owner
         Trustee have no such obligations in their individual capacity) and
         except that any such partner, owner or beneficiary shall be fully
         liable, to the extent provided by applicable law, for any unpaid
         consideration for stock, unpaid capital contribution or failure to pay
         any instalment or call owing to such entity. For all purposes

                                      -66-

<PAGE>   67



         of this Indenture, in the performance of any duties or obligations of
         the Issuer hereunder, the Owner Trustee shall be subject to, and
         entitled to the benefits of, the terms and provisions of Articles VI,
         VII and VIII of the Trust Agreement.

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

                  SECTION 11.17 No Petition. The Indenture Trustee, by entering
 into this Indenture, and each Noteholder and Note Owner, by accepting a Note
 (or interest therein) issued hereunder, hereby covenant and agree that they
 shall not, prior to the date which is one year and one day after the
 termination of the Trust Agreement, acquiesce, petition or otherwise invoke or
 cause the Seller or the Issuer to invoke the process of any court or government
 authority for the purpose of commencing or sustaining a case against the Seller
 or the Issuer under any Insolvency Law or appointing a receiver, liquidator,
 assignee, trustee, custodian, sequestrator or other similar official of the
 Seller or the Issuer or any substantial part of its property, or ordering the
 winding up or liquidation of the affairs of the Seller or the Issuer.

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

                                    * * * * *


                                      -67-

<PAGE>   68



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



                                  SUPERIOR WHOLESALE INVENTORY
                                  FINANCING TRUST VI

                                  By:      Chase Manhattan Bank USA, N.A.,
                                           not in its individual capacity but
                                           solely as  Owner Trustee


                                           By:
                                           Name:
                                           Title:


                                  THE BANK OF NEW YORK, as Indenture
                                  Trustee


                                           By:
                                           Name:
                                           Title:



                                      -68-
<PAGE>   69



                                                                       EXHIBIT A


                              TRANSFER CERTIFICATE


 Wholesale Auto Receivables Corporation
 Corporation Trust Center
 1209 Orange Street
 Wilmington, DE 19801

 The Bank of New York
 101 Barclay Street, 12 East
 New York, New York  10286
 Attn:   Corporate Trust Trustee Administration
         as Indenture Trustee for Superior
         Wholesale Inventory Financing Trust VI


 Ladies and Gentlemen:

                  In connection with the purchase of a Note subject to Section
 2.15 of the Indenture dated as of June 29, 2000 (the "Unregistered Note") of
 the Superior Wholesale Inventory Financing Trust VI, the undersigned buyer
 ("Buyer") hereby acknowledges, represents and agrees that:

                  (a) The Buyer has received the [describe offering document]
 relating to the offering of the Unregistered Note (including exhibits thereto).

                  (b) The Buyer understands that the Unregistered Note has not
 been registered under the Securities Act of 1933, as amended (the "Securities
 Act"), and may not be sold except as permitted in the following sentence. The
 Buyer agrees, on its own behalf and on behalf of any accounts for which it is
 acting as hereinafter stated, that such Unregistered Note may be resold,
 pledged or transferred only (i) to an institutional investor that is an
 "Accredited Investor" as defined in Rule 501(a)(1),(2),(3) or (7) (an
 "Institutional Accredited Investor") under the Securities Act acting for its
 own account (and not for the account of others) or as a fiduciary or agent for
 others (which others also are Institutional Accredited Investors unless the
 holder is a bank acting in its fiduciary capacity) that, if so requested by the
 Seller or the Indenture Trustee, executes a certificate in the form hereof,
 (ii) so long as such Unregistered Note is eligible for resale pursuant to Rule
 144A under the Securities Act ("Rule 144A"), to a person whom the Buyer
 reasonably believes after due inquiry to be a "qualified institutional buyer"
 (as defined in Rule 144A) acting for its own account (and not for the account
 of others) or as a fiduciary or agent for others (which others also are
 "qualified institutional buyers") that, if so requested by the



                                      -69-
<PAGE>   70



 Seller or the Indenture Trustee, executes a certificate in the form hereof or
 (iii) in a sale, pledge or other transfer made in a transaction otherwise
 exempt from the registration requirements of the Securities Act, in which case
 (A) the Indenture Trustee shall require that both the prospective transferor
 and the prospective transferee certify to the Indenture Trustee and the Seller
 in writing the facts surrounding such transfer, which certification shall be in
 form and substance satisfactory to the Indenture Trustee and the Seller, and
 (B) the Indenture Trustee shall require a written opinion of counsel (which
 will not be at the expense of the Seller, the Servicer or the Indenture
 Trustee) satisfactory to the Seller and the Indenture Trustee to the effect
 that such transfer will not violate the Securities Act, in each case in
 accordance with any applicable securities laws of any state of the United
 States. The Buyer will notify any purchaser of the Unregistered Note from it of
 the above resale restrictions, if then applicable. The Buyer further
 understands that in connection with any transfer of the Unregistered Note by it
 that the Seller and the Indenture Trustee may request, and if so requested the
 Buyer will furnish, such certificates and other information as they may
 reasonably require to confirm that any such transfer complies with the
 foregoing restrictions.

                  (c)

                                   [CHECK ONE]

                  [ ] (1) The Buyer is an institutional investor and an
         "accredited investor" (as defined in Rule 501(a)(1),(2),(3) or (7) of
         Regulation D under the Securities Act) acting for its own account (and
         not for the account of others) or as a fiduciary or agent for others
         (which others also are Institutional Accredited Investors unless the
         Buyer is bank acting in its fiduciary capacity). The Buyer has such
         knowledge and experience in financial and business matters as to be
         capable of evaluating the merits and risks of its investment in the
         Unregistered Note, and the Buyer and any accounts for which it is
         acting are able to bear the economic risk of investment in the
         Unregistered Note for an indefinite period of time. The Buyer is
         acquiring the Unregistered Note for investment and not with a view to,
         or for offer and sale in connection with, a public distribution.

                  [ ] (2) The Buyer is a "qualified institutional buyer" as
         defined under Rule 144A under the Securities Act and is acquiring the
         Unregistered Note for its own account (and not for the account of
         others) or as a fiduciary or agent for others (which others also are
         "qualified institutional buyers"). The Buyer is familiar with Rule 144A
         under the Securities Act and is aware that the seller of the
         Unregistered Note and other parties intend to rely on the statements
         made herein and the exemption from the registration requirements of the
         Securities Act provided by Rule 144A.

                  (d) You are entitled to rely upon this letter and you are
 irrevocably authorized to produce this letter or a copy hereof to any
 interested party in any administrative or legal proceeding or official inquiry
 with respect to the matters covered hereby.



                                      -70-
<PAGE>   71
 Print Name of Buyer

                         By:

                         Name:
                         Title:
                         Date:



                                      -71-
<PAGE>   72


                                                                       EXHIBIT B


                               UNDERTAKING LETTER

 Wholesale Auto Receivables Corporation
 Corporation Trust Center
 1209 Orange Street
 Wilmington, DE 19801

 The Bank of New York
 101 Barclay Street, 12 East
 New York, New York  10286
 Attn: Corporate Trust Trustee Administration
         as Indenture Trustee for Superior
         Wholesale Inventory Financing Trust VI


 Ladies and Gentlemen:

                  In connection with our purchase of record or beneficial
 ownership of a Note subject to the provisions of Section 2.15 of the Indenture
 dated as of June 29, 2000 (the "Unregistered Note") of the Superior Wholesale
 Inventory Financing Trust VI, the undersigned purchaser, record owner or
 beneficial owner hereby acknowledges, represents and warrants that such
 purchaser, record owner or beneficial owner:

                  (1) is not, and has not acquired the Unregistered Note by or
 for the benefit of, (i) an employee benefit plan (as defined in Section 3(3) of
 the Employee Retirement Income Security Act of 1974, as amended ("ERISA")) that
 is subject to the provisions of Title I of ERISA, (ii) a plan described in
 Section 4975(e)(1) of the Internal Revenue Code of 1986, as amended, or (iii)
 any entity whose underlying assets include plan assets by reason of a plan's
 investment in such entity; and

                  (2) acknowledges that you and others will rely on our
 acknowledgments, representations and warranties, and agrees to notify you
 promptly in writing if any of our acknowledgments, representations or
 warranties herein cease to be accurate and complete.



                                  Name of Note Owner

                                  By:

                                  Name:
                                  Title:
                                  Date: