INDENTURE

                                     between

                          UACSC __________ OWNER TRUST
                                    as Issuer

                                       and

                        ---------------------------------
                              as Indenture Trustee

                             Dated as of __________



                                       -1-


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                                TABLE OF CONTENTS

                                                                            Page

ARTICLE I             DEFINITIONS AND INCORPORATION BY REFERENCE...............3

SECTION 1.01.         Definitions..............................................3
SECTION 1.02.         Incorporation by Reference of Trust Indenture Act.......16
SECTION 1.03.         Rules of Construction...................................17

ARTICLE II            THE NOTES...............................................18

SECTION 2.01.         Form....................................................18
SECTION 2.02.         Execution, Authentication and Delivery..................18
SECTION 2.03.         Temporary Notes.........................................19
SECTION 2.04.         Registration; Registration of Transfer and Exchange.....19
SECTION 2.05.         Mutilated, Destroyed, Lost or Stolen Notes..............20
SECTION 2.06.         Intentionally Blank.....................................21
SECTION 2.07.         Payment of Principal and Interest; Defaulted Interest...21
SECTION 2.08.         Cancellation............................................23
SECTION 2.09.         Book-Entry Notes........................................23
SECTION 2.10.         Notices to Clearing Agency..............................24
SECTION 2.11.         Definitive Notes........................................24
SECTION 2.12.         Release of Pledged Assets...............................24
SECTION 2.13.         Tax Treatment...........................................24
SECTION 2.14.         ERISA...................................................25
SECTION 2.15.         CUSIP Numbers...........................................25

ARTICLE III           COVENANTS...............................................25

SECTION 3.01.         Payment of Principal and Interest.......................25
SECTION 3.02.         Maintenance of Office or Agency.........................25
SECTION 3.03.         Money for Payments to be Held in Trust..................26
SECTION 3.04.         Existence...............................................27
SECTION 3.05.         Protection of Trust Estate..............................28
SECTION 3.06.         Opinions as to Pledged Assets...........................28
SECTION 3.07.         Performance of Obligations; Successor Servicer..........29
SECTION 3.08.         Negative Covenants......................................30
SECTION 3.09.         Annual Statement as to Compliance.......................31
SECTION 3.10.         Issuer May Consolidate, etc. Only on Certain Conditions.31
SECTION 3.11.         Successor Transferee....................................33
SECTION 3.12.         No Other Business.......................................34
SECTION 3.13.         Servicer's Obligations..................................34
SECTION 3.14.         Restricted Payments.....................................34
SECTION 3.15.         Notice of Events of Default.............................34
SECTION 3.16.         Further Instruments and Acts............................34

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SECTION 3.17.         Compliance with Laws....................................34
SECTION 3.18.         Amendments of Trust Agreement...........................35

ARTICLE IV            SATISFACTION AND DISCHARGE..............................35

SECTION 4.01.         Satisfaction and Discharge of Indenture.................35
SECTION 4.02.         Application of Trust Money..............................36
SECTION 4.03.         Repayment of Monies Held by Paying Agent................36

ARTICLE V             EVENTS OF DEFAULT; REMEDIES.............................37

SECTION 5.01.         Events of Default.......................................37
SECTION 5.02.         Rights Upon Event of Default............................38
SECTION 5.03.         Collection of Indebtedness and Suits for
                        Enforcement by Indenture Trustee......................39
SECTION 5.04.         Remedies................................................40
SECTION 5.05.         Optional Preservation of the Receivables................42
SECTION 5.06.         Priorities..............................................42
SECTION 5.07.         Limitation of Suits.....................................43
SECTION 5.08.         Unconditional Rights of Noteholders to Receive
                        Principal and Interest................................44
SECTION 5.09.         Restoration of Rights and Remedies......................44
SECTION 5.10.         Rights and Remedies Cumulative..........................44
SECTION 5.11.         Delay or Omission Not a Waiver..........................44
SECTION 5.12.         Control by Noteholders..................................45
SECTION 5.13.         Waiver of Past Defaults.................................45
SECTION 5.14.         Undertaking for Costs...................................45
SECTION 5.15.         Waiver of Stay or Extension Laws........................46
SECTION 5.16.         Action on Notes.........................................46
SECTION 5.17.         Performance and Enforcement of Certain Obligations......46

ARTICLE VI            THE INDENTURE TRUSTEE...................................47

SECTION 6.01.         Duties of Indenture Trustee.............................47
SECTION 6.02.         Rights of Indenture Trustee.............................49
SECTION 6.03.         Individual Rights of Indenture Trustee..................50
SECTION 6.04.         Indenture Trustee's Disclaimer..........................51
SECTION 6.05.         Notice of Defaults......................................51
SECTION 6.06.         Reports by Indenture Trustee to Holders.................51
SECTION 6.07.         Compensation and Indemnity..............................51
SECTION 6.08.         Replacement of Indenture Trustee........................52
SECTION 6.09.         Successor Indenture Trustee by Merger...................53
SECTION 6.10.         Appointment of Co-Indenture Trustee or
                        Separate Indenture Trustee............................54
SECTION 6.11.         Eligibility.............................................55

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SECTION 6.12.         Preferential Collection of Claims Against Issuer........55
SECTION 6.13.         Representations and Warranties of Indenture Trustee.....55

ARTICLE VII           NOTEHOLDERS' LISTS AND REPORTS..........................56

SECTION 7.01.         Issuer to Furnish Names and Addresses of Noteholders....56
SECTION 7.02.         Preservation of Information;
                        Communications to Noteholders.........................56
SECTION 7.03.         Reports by Issuer.......................................57
SECTION 7.04.         Reports by Indenture Trustee............................57

ARTICLE VIII          INTENTIONALLY BLANK.....................................57

ARTICLE IX            DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS............58

SECTION 9.01.         Collection Account......................................58
SECTION 9.02.         Collections.............................................58
SECTION 9.03.         Purchase Amounts........................................59
SECTION 9.04.         Distributions to Parties................................59
SECTION 9.05.         Servicer Advances.......................................62
SECTION 9.06.         Net Deposits............................................62
SECTION 9.07.         Intentionally Blank.....................................62
SECTION 9.08.         Intentionally Blank.....................................62
SECTION 9.09.         Payahead Account........................................62
SECTION 9.10.         Release of Pledged Assets...............................62
SECTION 9.11.         Opinion of Counsel......................................63

ARTICLE X             CREDIT ENHANCEMENT......................................63

SECTION 10.01.        Subordination...........................................63
SECTION 10.02.        Spread Account..........................................63
SECTION 10.03.        Policy..................................................65

ARTICLE XI            SUPPLEMENTAL INDENTURES.................................66

SECTION 11.01.        Supplemental Indentures Without Consent of Noteholders..66
SECTION 11.02.        Supplemental Indentures With Consent of Noteholders.....68
SECTION 11.03.        Execution of Supplemental Indentures....................69
SECTION 11.04.        Effect of Supplemental Indenture........................69
SECTION 11.05.        Conformity With Trust Indenture Act.....................69
SECTION 11.06.        Reference in Notes to Supplemental Indentures...........69

ARTICLE XII           REDEMPTION OF NOTES.....................................70


                                                        iii


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SECTION 12.01.        Redemption..............................................70
SECTION 12.02.        Form of Redemption Notice...............................70
SECTION 12.03.        Notes Payable on Redemption Date........................71

ARTICLE XIII          MISCELLANEOUS...........................................71

SECTION 13.01.        Compliance Certificates and Opinions, etc...............71
SECTION 13.02.        Form of Documents Delivered to Indenture Trustee........72
SECTION 13.03.        Acts of Noteholders.....................................73
SECTION 13.04.        Notices, etc., to Indenture Trustee, Issuer,
                        Insurer and Rating Agencies...........................74
SECTION 13.05.        Notices to Noteholders; Waiver..........................75
SECTION 13.06.        Alternate Payment and Notice Provisions.................75
SECTION 13.07.        Conflict With Trust Indenture Act.......................76
SECTION 13.08.        Effect of Headings and Table of Contents................76
SECTION 13.09.        Successors and Assigns..................................76
SECTION 13.10.        Separability............................................76
SECTION 13.11.        Benefits of Indenture...................................76
SECTION 13.12.        Legal Holidays..........................................76
SECTION 13.13.        Governing Law...........................................77
SECTION 13.14.        Counterparts............................................77
SECTION 13.15.        Recording of Indenture..................................77
SECTION 13.16.        Trust Obligation........................................77
SECTION 13.17.        No Petition.............................................77
SECTION 13.18.        Inspection..............................................77
SECTION 13.19.        Limitation of Liability of Owner Trustee................78
SECTION 13.20.        Certain Matters Regarding the Insurer...................78

EXHIBITS

Schedule A            Form of Depository Agreement
Exhibit A-1           Form of Class A-1 Note

                                                        iv


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                    TRUST INDENTURE ACT CROSS-REFERENCE TABLE

       TIA                                                          SECTION OF
REQUIREMENT                                                         INDENTURE
-----------                                                         ---------

310(a)......................................................................6.11
310(b)......................................................................6.11
310(c).......................................................................N/A
311(a)......................................................................6.12
311(b)......................................................................6.12
311(c).......................................................................N/A
312(a)................................................................7.01, 7.02
312(b)......................................................................7.02
312(c)......................................................................7.02
313(a)......................................................................7.04
313(b)......................................................................7.04
313(c)......................................................................7.04
314(a)......................................................................7.03
314(b)......................................................................3.06
314(c).............................................................. 4.01, 13.01
314(d).....................................................................13.01
314(e).....................................................................13.01
314(f).......................................................................N/A
315(a)......................................................................6.01
315(b)......................................................................6.05
315(c)......................................................................6.01
315(d)......................................................................6.01
315(e)......................................................................5.14
316(a)......................................................................5.04
316(b).....................................................................11.02
316(c).....................................................................13.03
317(a)......................................................................5.03
317(b)......................................................................3.03
318(a)......................................................................1.02


                                       v


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         This INDENTURE,  dated as of __________,  is entered into between UACSC
__________ OWNER TRUST, a Delaware business trust, as issuer (the "Issuer"), and
___________________________________,   a  New  York  banking   corporation,   as
indenture trustee (the "Indenture Trustee").

         Each party  agrees as follows for the benefit of the other  parties and
for the benefit of the Noteholders and the Insurer:

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture  Trustee on the Closing Date,
on behalf of and for the benefit of the  Noteholders  and the  Insurer,  without
recourse,  all of the Issuer's right,  title and interest in, to and under,  (i)
the Receivables  listed on Schedule A to the Trust Agreement,  (ii) the security
interests in the Financed  Vehicles or in any other property granted by Obligors
pursuant to the  Receivables,  (iii) any  Liquidation  Proceeds and any proceeds
from claims or refunds of  premiums  on any  physical  damage,  lender's  single
interest,   credit  life,  disability  and  hospitalization  insurance  policies
covering Financed  Vehicles or Obligors relating to the Receivables,  (iv) funds
deposited  in  the  Spread  Account  (and  any  Eligible  Investments  purchased
therewith),  the Collection Account and the Payahead Account with respect to the
Receivables,  (v) the  interest of the Issuer in any proceeds  from  recourse to
Dealers  relating  to the  Receivables,  (vi)  all  documents  contained  in the
Receivable  Files  relating  to the  Receivables,  (vii) all monies paid and all
monies due,  including  Accrued  Interest,  as of and after the Cutoff Date (but
excluding Accrued Interest paid prior to the Closing Date), (viii) the rights of
the  Seller  pursuant  to the  Purchase  Agreement  and the rights of the Issuer
pursuant  to  the  Trust  Agreement  to  require  UAC  to  repurchase  any  such
Receivables  as to which  there  has been a breach  of the  representations  and
warranties  contained  therein,  (ix) the benefits of the Policy with respect to
the Receivables and (x) all proceeds (including, without limitation,  "proceeds"
as  defined  in the  UCC of the  jurisdiction  the  law  of  which  governs  the
perfection of the interest in such  Receivables  so  transferred)  of any of the
foregoing. Such property described in the preceding sentence,  together with (a)
any and all other right, title and interest,  including any beneficial  interest
the Issuer may have in the Collection  Account and the Spread  Account,  and (b)
the funds  deposited in and from time to time on deposit in such  accounts,  and
all Eligible Investments and other securities, instruments and other investments
purchased  from such funds,  shall  hereinafter  be referred to as the  "Pledged
Assets." The Issuer does not convey to the  Indenture  Trustee,  and the Pledged
Assets do not include, any interest in any contracts with Dealers related to any
"dealer  reserve"  or any rights to the  recapture  of any dealer  reserve  with
respect to such Receivables.

         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
provided herein with respect to the subordination of the Class B Notes),  and to
secure  compliance  with the  provisions  of this  Indenture  and the  Insurance
Agreement, all as provided in this Indenture and the Insurance Agreement.

         The Indenture  Trustee,  on behalf of the  Noteholders and the Insurer,
acknowledges  such Grant,  accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and

                                                         1


<PAGE>



agrees to  perform  its duties  required  in this  Indenture  to the best of its
ability to the end that the interests of the  Noteholders  may be adequately and
effectively protected.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.  Definitions.


         Except as otherwise  specified  herein or as the context may  otherwise
require,  (i)  capitalized  terms that are used  herein  that are not  otherwise
defined herein shall have the meanings  assigned to them in the Trust  Agreement
(as defined below) and (ii) the following terms have the respective meanings set
forth below for all purposes of this Indenture.

         "Accelerated  Principal"  means, for any Payment Date the lesser of (1)
the  Available  Excess  Funds or (2) the  amount  necessary  to reduce  the then
aggregate  Note  Balances  below the Pool  Balance as of the end of the  related
Collection  Period until the aggregate  Pool Balance  exceeds the aggregate Note
Balances  by  ______%  of  the  Initial  Note  Balances  or   $__________   (the
"Accelerated Principal Amount").

         "Act" shall have the meaning specified in Section 13.03(a).

         "Administration Agreement" means the Administration Agreement, dated as
of __________ among the Trust, the Administrator and the Indenture Trustee.

         "Administrator"   means  the  Administrator  under  the  Administration
Agreement, which is initially UAC, and its successors and assigns thereunder.

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

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

                                                         2


<PAGE>



on a list of Authorized Officers delivered by the Administrator to the Indenture
Trustee on the Closing Date (as such list may be modified or  supplemented  from
time to time thereafter).

         "Available  Excess  Funds"  for any  Payment  Date  means the amount of
Available  Funds  remaining  from such  Payment  Date after  paying the  amounts
pursuant to Section 9.04(a)(i) through (x).

         "Available Funds" has the meaning provided in the Trust Agreement.

         "Avoided  Payment"  has  the  meaning  provided  in the  definition  of
Preference Amounts.

         "Basic  Documents" means the Certificate of Trust, the Trust Agreement,
the Administration Agreement, the Depository Agreement, the Insurance Agreement,
the Policy and this Indenture.

         "Book-Entry Notes" means a beneficial interest in the Notes,  ownership
and  transfers of which shall be made through book entries by a Clearing  Agency
as described in Section 2.09.

         "Certificateholders"  means the owners or  holders of the  Certificates
pursuant to the Trust Agreement.

         "Class" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

         "Class A Monthly Interest" means the sum of Class A-1 Monthly Interest,
Class A-2 Monthly  Interest,  Class A-3 Monthly  Interest  and Class A-4 Monthly
Interest.

         "Class  A  Monthly  Principal"  means  the  sum of  Class  A-1  Monthly
Principal,  Class A-2 Monthly  Principal,  Class A-3 Monthly Principal and Class
A-4 Monthly Principal.

         "Class A Note"  means a Class A-1 Note,  a Class A-2 Note,  a Class A-3
Note or a Class A-4 Note.

         "Class A-1 Interest Rate" means ______% per annum.

         "Class A-1 Monthly Interest" means, (i) for the first Payment Date, the
product of one-three hundred sixtieth  (1/360th) of the Class A-1 Interest Rate,
the actual number of days from the Closing Date through the day before the first
Payment Date and the Class A-1 Note Balance at the Closing Date and (ii) for any
subsequent  Payment Date, the product of one-three hundred sixtieth (1/360th) of
the Class A-1 Interest Rate, the actual number of days from the previous Payment
Date  through  the day before the  related  Payment  Date and the Class A-1 Note
Balance as of the immediately preceding Payment Date (after giving effect to any
distribution of Monthly  Principal made on such  immediately  preceding  Payment
Date).

                                                         3


<PAGE>



         "Class A-1 Monthly  Principal" means that portion of Monthly  Principal
to be paid to Class A-1  Noteholders  on each  Payment Date in  accordance  with
Section 9.04.

         "Class A-1 Note"  means a  promissory  note  executed  on behalf of the
Trust and  authenticated  by the  Indenture  Trustee  substantially  in the form
attached hereto as Exhibit A-1.

         "Class A-1 Note Balance" means, at any time, the Initial Class A-1 Note
Balance minus all payments of Monthly Principal to Class A-1 Noteholders made up
to such time.

         "Class A-1  Noteholder"  means the Person in whose name the  respective
Class A-1 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent,  waiver, request, or demand pursuant to this
Indenture,  the interest  evidenced by any Class A-1 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

         "Class A-2 Interest Rate" means ______% per annum.

         "Class A-2 Monthly Interest" means, (i) for the first Payment Date, the
product of one- twelfth of the Class A-2 Interest  Rate, the number of days from
the Closing Date  (assuming  the month of the Closing Date has 30 days)  through
the day  before  the first  Payment  Date  divided  by 30 and the Class A-2 Note
Balance  at the  Closing  Date and (ii) for any  subsequent  Payment  Date,  the
product of  one-twelfth  of the Class A-2  Interest  Rate and the Class A-2 Note
Balance as of the immediately preceding Payment Date (after giving effect to any
distribution of Monthly  Principal made on such  immediately  preceding  Payment
Date).

         "Class A-2 Monthly  Principal" means that portion of Monthly  Principal
to be paid to Class A-2  Noteholders  on each  Payment Date in  accordance  with
Section 9.04.

         "Class A-2 Note"  means a  promissory  note  executed  on behalf of the
Trust and  authenticated  by the  Indenture  Trustee  substantially  in the form
attached hereto as Exhibit A-2.

         "Class A-2 Note Balance" means, at any time, the Initial Class A-2 Note
Balance minus all payments of Monthly Principal to Class A-2 Noteholders made up
to such time.

         "Class A-2  Noteholder"  means the Person in whose name the  respective
Class A-2 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent,  waiver, request, or demand pursuant to this
Indenture,  the interest  evidenced by any Class A-2 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

                                                         4


<PAGE>



         "Class A-3 Interest Rate" means _______% per annum.

         "Class A-3 Monthly Interest" means, (i) for the first Payment Date, the
product of one- twelfth of the Class A-3 Interest  Rate, the number of days from
the Closing Date  (assuming  the month of the Closing Date has 30 days)  through
the day  before  the first  Payment  Date  divided  by 30 and the Class A-3 Note
Balance  at the  Closing  Date and (ii) for any  subsequent  Payment  Date,  the
product of  one-twelfth  of the Class A-3  Interest  Rate and the Class A-3 Note
Balance as of the immediately preceding Payment Date (after giving effect to any
distribution of Monthly  Principal made on such  immediately  preceding  Payment
Date).

         "Class A-3 Monthly  Principal" means that portion of Monthly  Principal
to be paid to Class A-3  Noteholders  on each  Payment Date in  accordance  with
Section 9.04.

         "Class A-3 Note"  means a  promissory  note  executed  on behalf of the
Trust and  authenticated  by the  Indenture  Trustee  substantially  in the form
attached hereto as Exhibit A-3.

         "Class A-3 Note Balance" means, at any time, the Initial Class A-3 Note
Balance minus all payments of Monthly Principal to Class A-3 Noteholders made up
to such time.

         "Class A-3  Noteholder"  means the Person in whose name the  respective
Class A-3 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent,  waiver, request, or demand pursuant to this
Indenture,  the interest  evidenced by any Class A-3 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

         "Class A-4 Interest Rate" means _______% per annum; provided,  however,
the per annum rate shall be increased by ______%  beginning on the first Payment
Date on which  the  Note  Balances  (after  giving  effect  to all  payments  of
principal  on such  Payment  Date)  will be less  than 10% of the  Initial  Note
Balances if the Class A-4 Notes will not be redeemed on such Payment Date.

         "Class A-4 Monthly Interest" means, (i) for the first Payment Date, the
product of one- twelfth of the Class A-4 Interest  Rate, the number of days from
the Closing Date  (assuming  the month of the Closing Date has 30 days)  through
the day  before  the first  Payment  Date  divided  by 30 and the Class A-4 Note
Balance  at the  Closing  Date and (ii) for any  subsequent  Payment  Date,  the
product of  one-twelfth  of the Class A-4  Interest  Rate and the Class A-4 Note
Balance as of the immediately preceding Payment Date (after giving effect to any
distribution of Monthly  Principal made on such  immediately  preceding  Payment
Date).

         "Class A-4 Monthly  Principal" means that portion of Monthly  Principal
to be paid to Class A-4  Noteholders  on each  Payment Date in  accordance  with
Section 9.04.

                                                         5


<PAGE>



         "Class A-4 Note"  means a  promissory  note  executed  on behalf of the
Trust and  authenticated  by the  Indenture  Trustee  substantially  in the form
attached hereto as Exhibit A-4.

         "Class A-4 Note Balance" means, at any time, the Initial Class A-4 Note
Balance minus all payments of Monthly Principal to Class A-4 Noteholders made up
to such time.

         "Class A-4  Noteholder"  means the Person in whose name the  respective
Class A-4 Note shall be registered in the Note Register, except that, solely for
the purposes of giving any consent,  waiver, request, or demand pursuant to this
Indenture,  the interest  evidenced by any Class A-4 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

         "Class B Interest  Rate" means _______% per annum;  provided,  however,
the per annum rate shall be increased by _______% beginning on the first Payment
Date on which  the  Note  Balances  (after  giving  effect  to all  payments  of
principal  on such  Payment  Date)  will be less  than 10% of the  Initial  Note
Balances if the Class B Notes will not be redeemed on such Payment Date.

         "Class B Monthly  Interest"  means, (i) for the first Payment Date, the
product of one-twelfth of the Class B Interest Rate, the number of days from the
Closing Date  (assuming  the month of the Closing Date has 30 days)  through the
day before the first  Payment Date divided by 30 and the Class B Note Balance at
the Closing Date and (ii) for any  subsequent  Payment Date, the product of one-
twelfth  of the Class B  Interest  Rate and the Class B Note  Balance  as of the
immediately  preceding  Payment Date (after giving effect to any distribution of
Monthly Principal made on such immediately preceding Payment Date).

         "Class B Monthly  Principal" means that portion of Monthly Principal to
be paid to Class B Noteholders  on each Payment Date in accordance  with Section
9.04.

         "Class B Note" means a promissory  note executed on behalf of the Trust
and  authenticated by the Indenture  Trustee  substantially in the form attached
hereto as Exhibit B.

         "Class B Note  Balance"  means,  at any time,  the Initial Class B Note
Balance minus all payments of Monthly  Principal to Class B Noteholders  made up
to such time.

         "Class B  Noteholder"  means the  Person in whose  name the  respective
Class B Note shall be registered in the Note Register,  except that,  solely for
the purposes of giving any consent,  waiver, request, or demand pursuant to this
Indenture,  the interest evidenced by any Class B Note registered in the name of
the  Issuer,  the  Seller,  the  Servicer  or UAC,  or any  Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

                                                         6


<PAGE>



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

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

         "Code" means the Internal Revenue Code of 1986, as amended.

         "Controlling  Party" means the Insurer,  so long as no Insurer  Default
shall have occurred and be continuing, and the Indenture Trustee, for so long as
an Insurer Default shall have occurred and be continuing.

         "Corporate  Trust  Office"  means the office of the  Indenture  Trustee
located      at      _________________________________       (facsimile      no.
____________________), Attention: Corporate Trust Administration.

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

         "Definitive Notes" shall have the meaning specified in Section 2.09.

         "Depository Agreement" means the agreement dated __________,  among the
Issuer, the Indenture Trustee and DTC, as the initial Clearing Agency,  relating
to the Notes, substantially in the form of Schedule A hereto.

         "DTC" means The Depository Trust Company, a New York corporation.

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

         "Event of Default" shall have the meaning specified in Section 5.01(a).

         "Exchange  Act"  shall mean the  Securities  Exchange  Act of 1934,  as
amended.

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

         "Final  Maturity Date" means  __________  with respect to the Class A-1
Notes,  __________ with respect to the Class A-2 Notes,  __________ with respect
to the Class  A-3  Notes,  __________  with  respect  to the Class A-4 Notes and
__________ with respect to the Class B Notes.

                                                         7


<PAGE>



         "Final Order" has the meaning specified in Section 10.03(b).

         "First Loss Protection  Amount" means, for each Payment Date, an amount
(not less than  zero)  equal to the  lesser of (a)  _______%  multiplied  by the
outstanding Pool Balance (such amount to be determined as of the last day of the
Collection  Period  relating to the prior  Payment  Date,  or in the case of the
first  Payment  Date,  as of the Closing Date) less the amount on deposit in the
Spread  Account  on such  last day of the  Collection  Period  relating  to such
current  Payment  Date  (or in the case of the  first  Payment  Date,  as of the
Closing  Date)  less the  Overcollateralization  Amount,  and (b) the First Loss
Protection Amount for the prior Payment Date.

         "Fiscal  Agent"  shall  have the  meaning  specified  in the  Insurance
Agreement.

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

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

         "Indebtedness"  means,  with  respect  to any  Person at any time,  (i)
indebtedness  or  liability  of such Person for  borrowed  money  whether or not
evidenced by bonds, debentures,  notes or other instruments, or for the deferred
purchase  price of property  or services  (including  trade  obligations);  (ii)
obligations  of such Person as lessee  under  leases  which  should have been or
should be, in accordance with generally accepted accounting principles, recorded
as  capital  leases;  (iii)  current  liabilities  of such  Person in respect of
unfunded  vested  benefits  under  plans  covered  by  Title IV of  ERISA;  (iv)
obligations  issued for or  liabilities  incurred on the account of such Person;
(v)  obligations  or  liabilities  of  such  Person  arising  under   acceptance
facilities;  (vi) obligations of such Person under any guaranties,  endorsements
(other than for  collection  or deposit in the ordinary  course of business) and
other  contingent  obligations  to purchase,  to provide  funds for payment,  to
supply funds to invest in any Person or  otherwise to assure a creditor  against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
or (viii)  obligations  of such  Person  under  any  interest  rate or  currency
exchange agreement.

         "Indenture" means this Indenture,  as amended or supplemented from time
to time.

                                                         8


<PAGE>



         "Indenture Trustee" means  _____________________,  a __________ banking
corporation,  as the Indenture  Trustee under this Indenture,  and its permitted
successors and assigns.

         "Independent"  when used with respect to any  specified  Person,  means
that such a Person (i) is in fact independent of the Issuer,  the Seller and any
of their respective Affiliates,  (ii) is not a director,  officer or employee of
the Issuer,  the Seller or any of their  respective  Affiliates,  (iii) is not a
person  related to any officer or  director of the Issuer,  the Seller or any of
their  respective  Affiliates,  (iv) is not a holder (directly or indirectly) of
more than 10% of any voting securities of the Issuer, the Seller or any of their
respective  Affiliates,  and (v) is not connected with the Issuer, the Seller or
any  of  their  respective  Affiliates  as  an  officer,   employee,   promoter,
underwriter, trustee, partner, director or person performing similar functions.

         "Independent   Certificate"  means  a  certificate  or  opinion  to  be
delivered to the  Indenture  Trustee under the  circumstances  described in, and
otherwise complying with, the applicable  requirements of Section 13.01, made by
an  Independent  appraiser  or other  expert  appointed  by an Issuer  Order and
approved by the Indenture  Trustee in the exercise of reasonable  care, and such
opinion or  certificate  shall state that the signer has read the  definition of
"Independent"  in this Indenture and that the signer is  Independent  within the
meaning thereof.

         "Initial Class A-1 Note Balance" means $__________.

         "Initial Class A-2 Note Balance" means $__________.

         "Initial Class A-3 Note Balance" means $__________.

         "Initial Class A-4 Note Balance" means $__________.

         "Initial Class B Note Balance" means $__________.

         "Initial Note Balances" means $__________.

         "Insurance Premium" means Premium as defined in the Premium Side Letter
Agreement.

         "Insurer  Default"  means the  Insurer is in  default  under the Policy
after the expiration of any applicable cure period.

         "Issuer"  means the UACSC  __________  Owner Trust as the issuer of the
Notes under this Indenture and its permitted successors and assigns.

         "Issuer  Order" and  "Issuer  Request"  each  means a written  order or
request signed in the name of the Issuer by an Authorized  Officer and delivered
to the Indenture Trustee.

         "Monthly  Interest" means the sum of Class A Monthly Interest and Class
B Monthly Interest.

                                                         9


<PAGE>




         "Monthly  Principal"  for any  Payment  Date will  equal the sum of the
following:

         (i)      the  amount  by which the Pool  Balance  declined  during  the
                  related Collection Period; and

         (ii)     the  additional  amount,  if any, which is necessary to reduce
                  the Note  Balance  of a class  of  Notes to zero on its  Final
                  Maturity Date.

         The amount of Monthly  Principal  otherwise payable on any Payment Date
         may be reduced  by the  Overcollateralization  Amount for such  Payment
         Date created by payments of  Accelerated  Principal to the  Noteholders
         pursuant to Section 9.04(b)(i) if the amount of Available Funds are not
         sufficient  to fully pay the  amounts  required  in Section  9.04(a)(i)
         through (vi). For the purpose of  determining  Monthly  Principal,  the
         unpaid  principal  balance of a  Defaulted  Receivable  or a  Purchased
         Receivable  is  deemed  to be zero on and  after  the  last  day of the
         Collection   Period  in  which  such  Receivable   became  a  Defaulted
         Receivable  or  a  Purchased  Receivable.  In  no  event  will  Monthly
         Principal exceed the Outstanding Note Balances.

         "Net Cumulative Loss Event" has the meaning  specified in the Insurance
Agreement.

         "Net  Cumulative  Loss  Percentage"  means,  for any Payment Date,  the
fraction  (expressed  as a  percentage)  of which the numerator is the aggregate
Principal Balance of all Defaulted  Receivables as of such Payment Date less the
aggregate  amount of Liquidation  Proceeds  received after the Cutoff Date as of
such Payment Date and (ii) the denominator is the Original Pool Balance.

         "Net Principal Policy Amount" means the Initial Note Balances minus all
amounts  previously  drawn on the Policy or from the Spread Account with respect
to Monthly Principal.

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

         "Note Balances" means, at any time, the Initial Note Balances minus all
payments of principal  made to the  Noteholders  up to such time. The term "Note
Balance" means the Outstanding principal balance of a particular Class of Notes,
depending  upon the context.  When the term "Note  Balances" is used herein with
respect to an issue  relating to the consent of or voting of  Noteholders,  such
term shall  refer only to the  Classes of Notes then  Outstanding  such that the
Noteholders will vote as a single class.

         "Noteholder" has the meaning provided in the definition of Holder.

         "Note Owner" means,  with respect to a Book-Entry  Note, the Person who
is the owner of such Book-Entry  Note, as reflected on the books of the Clearing
Agency, or on the books of a Person

                                                        10


<PAGE>



maintaining an account with such Clearing Agency  (directly as a Clearing Agency
participant or as an indirect  participant,  in each case in accordance with the
rules of such Clearing Agency).

          "Note  Register" and "Note  Registrar"  have the  respective  meanings
specified in Section 2.04.

         "Officer's  Certificate"  means a  certificate  signed by an Authorized
Officer of the  Issuer,  under the  circumstances  described  in, and  otherwise
complying with, the applicable  requirements of Section 13.01,  and delivered to
the Indenture Trustee.

         "Opinion of Counsel" means one or more written  opinions of counsel who
may, except as otherwise  expressly provided in this Indenture,  be employees of
or counsel to the  Seller or the  Issuer  and who shall be  satisfactory  to the
Indenture Trustee and, if addressed to the Insurer, satisfactory to the Insurer,
and which shall comply with any applicable  requirements  of Section 13.01,  and
shall be in form and substance  satisfactory  to the Indenture  Trustee,  and if
addressed to the Insurer, satisfactory to the Insurer.

         "Original Pool Balance" means $__________.

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

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

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

                  (iii)  Notes in  exchange  for or in lieu of other Notes which
         have been authenticated and delivered pursuant to this Indenture unless
         proof  satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a bona fide  purchaser;  provided,  however,  that in
         determining  whether  the  Holders of the  requisite  Outstanding  Note
         Balances  have given any  request,  demand,  authorization,  direction,
         notice,  consent or waiver hereunder or under any other Basic Document,
         Notes  owned by the  Issuer,  the  Seller  or any of  their  respective
         Affiliates  shall be  disregarded  and  deemed  not to be  Outstanding,
         except that,  in  determining  whether the  Indenture  Trustee shall be
         protected  in relying  upon any such  request,  demand,  authorization,
         direction,  notice,  consent or waiver,  only Notes that the  Indenture
         Trustee  knows to be so owned shall be so  disregarded.  Notes so owned
         that have been pledged in good faith may be regarded as  Outstanding if
         the pledgee establishes to the satisfaction of

                                                        11


<PAGE>



         the  Indenture  Trustee the  pledgee's  right so to act with respect to
         such Notes and that the pledgee is not the Issuer, the Seller or any of
         their respective Affiliates.

         "Overcollateralization   Amount"  means,  for  any  Payment  Date,  the
positive amount which is equal to the outstanding  Pool Balance as of the end of
the related  Collection  Period,  less the  aggregate  Note  Balances as of such
Payment  Date,  after giving  effect to any  distributions  of principal on such
Payment Date.

         "Owner Trustee" means First Union Trust Company,  National Association,
acting not in its  individual  capacity  but  solely as trustee  under the Trust
Agreement on behalf of the Trust.

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

         "Pledged  Assets" has the meaning  provided in the  Granting  Clause of
this Indenture.

         "Policy" means the  irrevocable  financial  guaranty  insurance  policy
dated as of __________,  issued by the Insurer to the Indenture  Trustee for the
benefit of the Noteholders and having a maximum amount  available to be drawn in
respect of the Monthly  Servicing Fee,  Monthly  Interest and Monthly  Principal
equal to the Policy Amount.

         "Policy Amount" on any Payment Date means:

         (A)      the sum of:

                  (x)      the Monthly Servicing Fee;

                  (y)      Monthly Interest; and

                  (z) the lesser of (i) the  Outstanding  Note  Balances on such
         Payment Date (after  giving  effect to any  distributions  of Available
         Funds and any funds  withdrawn  from the Spread  Account to pay Monthly
         Principal  on such  Payment  Date)  and (ii) the Net  Principal  Policy
         Amount (after giving effect to any distributions of Available Funds and
         any funds withdrawn from the Spread Account to pay Monthly Principal).

         less:
         ----

         (B)      all amounts on deposit in the Spread  Account on such  Payment
                  Date (after  giving effect to any amounts  withdrawn  from the
                  Spread Account on such Payment Date).

                                                        12


<PAGE>



         "Predecessor  Note" means,  with respect to any particular  Note, every
previous Note  evidencing all or a portion of the same debt as that evidenced by
such  particular  Note;  and,  for the  purpose  of this  definition,  any  Note
authenticated  and delivered  under  Section 2.05 in lieu of a mutilated,  lost,
destroyed  or  stolen  Note  shall be deemed  to  evidence  the same debt as the
mutilated, lost, destroyed or stolen Note.

         "Preference Amounts" means any amount guaranteed pursuant to the Policy
which  is  voided  (a  "Preference  Event")  under  any  applicable  bankruptcy,
insolvency,  receivership or similar law in an Insolvency Proceeding,  and, as a
result of such a Preference  Event,  the Indenture  Trustee or any Noteholder is
required to return such voided  payment,  or any portion of such voided  payment
made or to be made in respect of the Notes (an "Avoided Payment").

         "Premium Side Letter Agreement" means the letter dated the Closing Date
as defined in the Insurance Agreement.

         "Principal Payment Sequence" means the order in which Monthly Principal
shall be distributed among the Noteholders. The order of distribution of Monthly
Principal is:

         (1)      to the Class A-1 Noteholders  until the Class A-1 Note Balance
                  has been reduced to zero;

         (2)      to the Class A-2 Noteholders  until the Class A-2 Note Balance
                  has been reduced to zero;

         (3)      to the Class A-3 Noteholders  until the Class A-3 Note Balance
                  has been reduced to zero;

         (4)      to the Class A-4 Noteholders  until the Class A-4 Note Balance
                  has been reduced to zero; and

         (5)      to the Class B Noteholders  until the Class B Note Balance has
                  been reduced to zero.

However,  if the amount of Available Funds (together with amounts withdrawn from
the Spread  Account and/or the Policy) are not sufficient on any Payment Date to
pay the required payment of Class A Monthly  Principal to Class A Noteholders in
full,  the amount of such funds  available  to pay Class A Monthly  Principal to
Class A  Noteholders  will be  distributed  pro rata to the Class A  Noteholders
based upon the relative Note Balance of each class of Class A Notes.

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

         "Rating Agency Condition"  means, with respect to any action,  that (i)
Standard  & Poor's  shall  have been given ten  Business  Days (or such  shorter
period as is acceptable to Standard &

                                                        13


<PAGE>



Poor's) prior notice  thereof and that Standard & Poor's shall have notified the
Seller,  the  Servicer,  the Insurer and the Issuer in writing  that such action
will not result in a qualification,  reduction or withdrawal of its then-current
rating of any Class of Notes,  (ii)  Moody's  shall have been given ten Business
Days (or such shorter  period as is acceptable to Moody's)  prior notice thereof
and copies of all  documentation  relating  to the event  requiring  such Rating
Agency  Condition  and (iii) each  Rating  Agency  shall have  confirmed  to the
Insurer  that the  shadow  risk of the  Insurer  with  respect  to the  Notes is
investment grade.

         "Rating  Event" means the  qualification,  reduction or  withdrawal  by
either Rating Agency of its then-current rating of any Class of Notes.

         "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the Business  Day  immediately  preceding  such Payment
Date or Redemption Date, or, in the event that Definitive Notes are issued,  the
close of business on the last day of the related Collection Period.

         "Redemption  Date" means the Payment Date  specified by the Servicer or
the Issuer pursuant to Section 12.01.

         "Redemption Price" means an amount equal to the unpaid principal amount
of the Notes redeemed plus accrued and unpaid interest thereon at the respective
interest  rates of each Class of Notes being so redeemed  to but  excluding  the
Redemption Date.

         "Required  Cash Floor"  means,  on each  Payment  Date,  ______% of the
Original  Pool  Balance;  provided,  that on any  Payment  Date  on  which a Net
Cumulative  Loss Event (as defined in the Insurance  Agreement) has occurred and
has not been cured,  the Required Cash Floor shall equal ______% of the Original
Pool Balance;  provided  further,  that in the event that a Net Cumulative  Loss
Event, an Event of Default, or a Trigger Event shall have occurred and then been
cured and the First  Loss  Protection  Amount  shall be greater  than zero,  the
Required Cash Floor shall equal the greater of (a) _______% of the Original Pool
Balance,  and (b) the product of (x) a fraction,  the  numerator of which is the
amount on deposit in the Spread Account at the beginning of the first Collection
Period  commencing  after any of such events is cured,  and the  denominator  of
which is the Pool Balance as of the beginning of such Collection Period, and (y)
the Pool Balance as of the end of the  Collection  Period related to the current
Payment Date.

         "Required Spread Amount" means, on each Payment Date, the Required Cash
Floor;  provided,  that on or after the first  Payment  Date on which the Excess
Yield Requirement (as defined in the Insurance  Agreement) has not been met, the
Required  Spread Amount shall be the greater of (a) the Required Cash Floor then
in  effect  and (b)  (i)  ________%  of the  Pool  Balance  as of the end of the
Collection   Period   related  to  the  current   Payment  Date  less  (ii)  the
Overcollateralization Amount. Notwithstanding the foregoing, upon and during the
continuance  of an Event of  Default or a Trigger  Event,  the  Required  Spread
Amount  shall be equal to the Policy  Amount as of such  Payment  Date,  without
giving effect to amounts on deposit in the Spread  Account,  after giving effect
to any draws

                                                        14


<PAGE>



on the Policy,  draws on the Spread Account and other distributions  pursuant to
Section 9.04 on such Payment  Date.  Once such Event of Default or Trigger Event
has been cured or  discontinued,  the Required Spread Amount shall be determined
as otherwise set forth above.

         "Responsible  Officer"  means,  when used with respect to the Indenture
Trustee,  any officer  within the  corporate  trust  department of the Indenture
Trustee  including  any vice  president,  assistant  vice  president,  assistant
treasurer,  assistant  secretary or any other officer of the  Indenture  Trustee
customarily  performing  functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter  is  referred  because  of his  knowledge  of and  familiarity  with  the
particular subject.

         "Servicer  Default" means an Event of Servicer  Default under the Trust
Agreement.

         "Spread Account" shall have the meaning specified in Section 10.02(a).

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

         "Termination Date" means the latest of (i) the expiration of the Policy
and the return of the Policy to the Insurer for  cancellation,  (ii) the date on
which the Insurer shall have received payment and performance of all amounts and
obligations  which the Issuer may owe to or on behalf of the Insurer  under this
Indenture and (iii) the date on which the Indenture  Trustee shall have received
payment and performance of all amounts and obligations  which the Issuer may owe
to or on behalf of the  Indenture  Trustee  for the  benefit of the  Noteholders
under this Indenture or the Notes.

         "Trigger Event" has the meaning provided in the Insurance Agreement.

         "Trust Agreement" means the Trust and Servicing Agreement,  dated as of
the date hereof, among the Seller, the Servicer and the Owner Trustee.

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

         "UAC" means Union Acceptance Corporation,  an Indiana corporation,  and
its successors.

         "United States" means the United States of America.

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

         "Commission" means the Securities and Exchange Commission.


                                                        15


<PAGE>



         "Indenture Securities" means the Notes.

         "Indenture Security Holder" means a Noteholder.

         "Indenture to be Qualified" means this Indenture.

         "Indenture  Trustee" or  "Institutional  Trustee"  means the  Indenture
Trustee.

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

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

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

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

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

                  (iii)    "or" is not exclusive;

                  (iv)     "including" means including without limitation;

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

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

                  (vii) the words  "hereof,"  "herein" and "hereunder" and words
         of  similar  import  when used in this  Indenture  shall  refer to this
         Indenture  as a  whole  and  not to any  particular  provision  of this
         Indenture;  Section,  subsection and Schedule  references  contained in
         this Indenture are references to Sections, subsections and Schedules in
         or to this Indenture unless otherwise specified.

                                                        16


<PAGE>



                                   ARTICLE II

                                    THE NOTES

         SECTION 2.01.  Form.

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

         (b) Each Note shall be dated the date of its authentication.  The terms
of the  Notes  set forth in the  exhibits  hereto  are part of the terms of this
Indenture.

         SECTION 2.02.  Execution, Authentication and Delivery.

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

         (b) The  Indenture  Trustee  shall,  upon  receipt of an Issuer  Order,
authenticate  and deliver for original  issue Notes in the amount of the Initial
Class A-1 Note Balance,  the Initial  Class A-2 Note Balance,  the Initial Class
A-3 Note  Balance,  the Initial  Class A-4 Note Balance and the Initial  Class B
Note Balance.  The aggregate  principal  amount of the Notes  outstanding at any
time may not exceed such  respective  amounts,  except as otherwise  provided in
Section 2.05. Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum  denomination of $1,000 and
in integral multiples of $1,000 in excess thereof,  except that one Note of each
Class may be issued in a different denomination.

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

                                                        17


<PAGE>



         SECTION 2.03.  Temporary Notes.

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

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

         SECTION 2.04.  Registration; Registration of Transfer and Exchange.

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

         (b) If a Person  other than the  Indenture  Trustee is appointed by the
Issuer as Note  Registrar,  the Issuer will give the  Indenture  Trustee  prompt
written  notice of the  appointment  of such Note Registrar and of the location,
and any change in the location, of the Note Register,  and the Indenture Trustee
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies  thereof,  and the Indenture  Trustee shall have the right to rely
upon a  certificate  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
office or agency of the Issuer to be maintained as provided in Section 3.02, the
Issuer shall  execute,  and the  Indenture  Trustee shall  authenticate  and the
Noteholder  shall  obtain  from  the  Indenture  Trustee,  in  the  name  of the
designated transferee or transferees, one or more new Notes of the same Class in
any authorized denominations, of a like aggregate principal amount.

         (d) At the option of the Holder, Notes may be exchanged for other Notes
of the same Class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the

                                                        18


<PAGE>



Notes to be  exchanged  at such  office  or  agency.  Whenever  any Notes are so
surrendered for exchange,  the Issuer shall execute,  and the Indenture  Trustee
shall  authenticate and the Noteholder shall obtain from the Indenture  Trustee,
the Notes which the Noteholder making the exchange is entitled to receive.

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

         (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 duly executed by, the
Holder thereof or such Holder's  attorney duly authorized in writing,  with such
signature  guaranteed by a commercial bank or trust company located, or having a
correspondent  located,  in the  city of New  York  or the  city  in  which  the
Corporate Trust Office is located,  or by a member firm of a national securities
exchange, and such other documents as the Indenture Trustee may require.

         (g) No service charge shall be made to a Holder for any registration of
transfer  or  exchange  of Notes,  but the Issuer or the  Indenture  Trustee may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of Notes,  other than  exchanges  pursuant to Section 2.03 or 11.06 not
involving any transfer.

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

         SECTION 2.05.  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 and the Insurer (unless an Insurer Default shall have occurred
and be continuing) such security or indemnity as may be required by them to hold
the Issuer, the Indenture Trustee and the Insurer 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 its request the  Indenture  Trustee  shall  authenticate  and  deliver,  in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement  Note  of the  same  Class;  provided,  however,  that  if any  such
destroyed,  lost or stolen Note, but not a mutilated Note,  shall have become or
within  seven  days  shall be due and  payable,  or shall  have been  called for
redemption,  instead  of  issuing a  replacement  Note,  the Issuer may pay such
destroyed,  lost or stolen  Note when so due or payable  or upon the  Redemption
Date without surrender thereof.  If, after the delivery of such replacement Note
or payment of a destroyed, lost or stolen Note pursuant

                                                        19


<PAGE>



to the proviso to the preceding sentence,  a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original  Note,  the  Issuer,  the Insurer and the  Indenture  Trustee  shall be
entitled to recover such  replacement  Note (or such payment) from the Person to
whom it was  delivered  or any Person  taking  such  replacement  Note from such
Person to whom such  replacement  Note was  delivered  or any  assignee  of such
Person, except a bona fide purchaser,  and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage,  cost
or expense  incurred by the  Issuer,  the  Insurer or the  Indenture  Trustee in
connection therewith.

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

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

         (d) The provisions of this Section are exclusive and shall preclude (to
the extent lawful) all other rights and remedies with respect to the replacement
or payment of mutilated,  destroyed,  lost or stolen  Notes.  In the case of the
registration  of transfer of any Note, the Issuer,  the Indenture  Trustee,  the
Insurer  and any of their  respective  agents may treat the Person in whose name
any Note is  registered  (as of the day of  determination)  as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever,  whether or not such Note be
overdue,  and none of the Issuer, the Insurer,  the Indenture Trustee nor any of
their respective agents shall be affected by notice to the contrary.

         SECTION 2.06.  Intentionally Blank.

         SECTION 2.07.  Payment of Principal and Interest; Defaulted Interest.

         (a) Each Class of Notes  shall  accrue  interest  as  provided  in this
Indenture at the related  interest rate for such Class,  and such interest shall
be payable on each Payment Date as specified  herein,  subject to Section  3.01.
Interest accrued on any Note but not paid on any Payment Date will be due on the
immediately  succeeding Payment Date,  together with, to the extent permitted by
applicable  law,  interest on such  shortfall at the related  interest rate. Any
installment  of  interest  or  principal,  if any,  payable on any Note which is
punctually  paid or duly  provided for by the Issuer on the  applicable  Payment
Date  shall  be paid to the  Person  in  whose  name  such  Note (or one or more
Predecessor   Notes)  is   registered  on  the  Record  Date,  by  check  mailed
first-class,  postage prepaid to such Person's address as it appears on the Note
Register on such Record Date, except that, unless

                                                        20


<PAGE>



Definitive  Notes have been issued  pursuant to Section  2.11,  with  respect to
Notes  registered  on the Record Date in the name of the nominee of the Clearing
Agency (initially,  such nominee to be Cede & Co.), payment will be made by wire
transfer  in  immediately  available  funds to the  account  designated  by such
nominee and except for the final  installment of principal  payable with respect
to such  Note on a Payment  Date,  a  Redemption  Date or on the  related  Final
Maturity Date, as the case may be (and except for the  Redemption  Price for any
Note called for redemption pursuant to Section 12.01), which shall be payable as
provided below.  The funds  represented by any such checks returned  undelivered
shall be held in accordance with Section 3.03.

         (b) The principal of each Note shall be payable on each Payment Date to
the extent  provided in this  Indenture  and in the form of the related Note set
forth as an Exhibit  hereto.  Notwithstanding  the foregoing,  the entire unpaid
principal  amount of the Notes of a Class of Notes shall be due and payable,  if
not previously paid, on the earlier of:

                  (i)      the Final Maturity Date of such Class;

                  (ii)     the Redemption Date;

                  (iii)  if an Event  of  Default  shall  have  occurred  and be
         continuing,  so long as an Insurer  Default shall not have occurred and
         be  continuing,  the date on which the Insurer  shall have declared the
         Notes to be  immediately  due and  payable  in the manner  provided  in
         Section 5.02; or

                  (iv)  if an  Event  of  Default  shall  have  occurred  and be
         continuing   and  an  Insurer   Default  shall  have  occurred  and  be
         continuing,  the date on which the  Noteholders  representing  not less
         than 66 2/3% of the Note  Balances  shall have declared the Notes to be
         immediately due and payable in the manner provided in Section 5.02.

All  principal  payments  on each  Class of Notes  shall be made pro rata to the
Noteholders of such Class entitled  thereto.  The Indenture Trustee shall notify
the Person in whose name a Note is  registered  at the close of  business on the
Record Date  preceding  the Payment  Date on which the Issuer  expects  that the
final  installment of principal of and interest on such Note will be paid.  Such
notice shall be mailed  within five  Business  Days of such Payment Date (or, in
the case of Notes  registered in the name of Cede & Co., as nominee of DTC, such
notice  shall be  provided  within one  Business  Day of such  Payment  Date) or
receipt of notice of  termination  of the Trust pursuant to Section 16.01 of the
Trust  Agreement and shall specify that such final  installment  will be payable
only upon  presentation  and  surrender of such Note and shall specify the place
where  such  Note  may  be  presented  and   surrendered  for  payment  of  such
installment.  Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 12.02. In addition,  the Administrator  shall
notify the Insurer and the Rating Agencies upon the final payment of interest on
and principal of each Class of Notes,  and upon the termination of the Trust, in
each case pursuant to the Administration Agreement.

                                                        21


<PAGE>



         SECTION  2.08.   Cancellation.   All  Notes  surrendered  for  payment,
registration  of transfer,  exchange or redemption  shall, if surrendered to any
Person other than the Indenture  Trustee,  be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee.  The Issuer may at any
time deliver to the  Indenture  Trustee for  cancellation  any Notes  previously
authenticated and delivered  hereunder which the Issuer may have acquired in any
manner whatsoever, and all Notes so delivered shall be promptly cancelled by the
Indenture Trustee. No Notes shall be authenticated in lieu of or in exchange for
any Notes cancelled as provided in this Section,  except as expressly  permitted
by this  Indenture.  All  cancelled  Notes may be disposed  of by the  Indenture
Trustee in accordance with its standard practices.

         SECTION 2.09. Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be  delivered to DTC,  the initial  Depository,  by, or on behalf of, the Issuer
(except for any  fractional  units which cannot be accepted by DTC).  Such Notes
shall  initially be  registered  on the Note Register in the name of Cede & Co.,
the nominee of the initial  Clearing  Agency,  and no Note Owner will  receive a
Definitive Note  representing such Note Owner's interest in such Note, except as
provided in Section 2.11.  Unless and until  definitive,  fully registered Notes
(the  "Definitive  Notes")  have been issued to Note Owners  pursuant to Section
2.11:

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

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

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

                  (iv) the rights of Note Owners shall be exercised only through
         the Clearing  Agency and shall be limited to those  established  by law
         and agreements  between such Note Owners and the Clearing Agency and/or
         the Clearing Agency Participants. Pursuant to the Depository Agreement,
         unless and until  Definitive Notes are issued pursuant to Section 2.11,
         the Clearing Agency will make  book-entry  transfers among the Clearing
         Agency  Participants and receive and transmit  payments of principal of
         and interest on the Notes to such Clearing Agency Participants; and

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

                                                        22


<PAGE>



         SECTION 2.10.  Notices to Clearing  Agency.  Whenever a notice or other
communication  to the Noteholders is required under this  Indenture,  unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.11,  the  Indenture  Trustee  shall give all such  notices and  communications
specified  herein to be given to Noteholders to the Clearing  Agency,  and shall
have no obligation to the Note Owners.

         SECTION 2.11.  Definitive Notes.

         (a) If (i) the  Administrator  advises the Indenture Trustee in writing
that the Clearing Agency is no longer willing or able to properly  discharge its
responsibilities as described in the Depository Agreement, and the Administrator
or the  Indenture  Trustee is unable to locate a  qualified  successor,  or (ii)
after the occurrence of an Event of Default or a Servicer  Default,  Note Owners
representing  in the aggregate more than 50% of the Note Balances of all Classes
of Notes advise the Indenture  Trustee through the Clearing Agency  Participants
in writing that the  continuation  of a book-entry  system  through the Clearing
Agency is no longer in the best  interests of the related Note Owners,  then the
Indenture Trustee shall notify all Note Owners,  through the Clearing Agency, of
the  availability of Definitive  Notes to Note Owners  requesting the same. Upon
surrender  to the  Indenture  Trustee of the Note or Notes  evidencing  the Book
Entry Notes by the Clearing  Agency,  accompanied by  registration  instructions
from the Clearing  Agency,  the Issuer shall execute and the  Indenture  Trustee
shall  authenticate  the Definitive  Notes and deliver such Definitive  Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note  Registrar  or the  Indenture  Trustee  shall be  liable  for any  delay in
delivery  of such  instructions  and may  conclusively  rely  on,  and  shall be
protected  in relying on, such  instructions.  Upon the  issuance of  Definitive
Notes of a Class,  the  Indenture  Trustee  shall  recognize  the Holders of the
Definitive Notes as Noteholders hereunder.

         (b) The Indenture  Trustee shall not be liable if the Indenture Trustee
or the Administrator is unable to locate a qualified  successor Clearing Agency.
The Definitive Notes shall be typewritten,  printed, lithographed or engraved or
produced by any  combination  of these methods  (with or without steel  engraved
borders),  all as determined by the officers  executing such Notes, as evidenced
by their execution of such Notes.

         SECTION 2.12.  Release of Pledged Assets.  Subject to Section 13.01 and
the terms of the Basic Documents,  the Indenture  Trustee shall release property
from  the  lien of  this  Indenture  only  upon  receipt  of an  Issuer  Request
accompanied by an Officer's  Certificate,  an Opinion of Counsel and Independent
Certificates  in accordance  with Sections 314(c) and 314(d)(l) of the TIA or an
Opinion of Counsel in lieu of such  Independent  Certificates to the effect that
the TIA does not require any such Independent Certificates.

         SECTION  2.13.  Tax  Treatment.   The  Issuer  has  entered  into  this
Indenture,  and the Notes will be issued,  with the intention that, for federal,
state and local income,  single  business and franchise tax purposes,  the Notes
will qualify as indebtedness  of the Issuer secured by the Pledged  Assets.  The
Issuer, by entering into this Indenture, and each Noteholder,  by its acceptance
of its

                                                        23


<PAGE>



Note (and each Note Owner by its  acceptance  of an interest  in the  applicable
Book-Entry Note), agree to treat the Notes for federal,  state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

         SECTION 2.14.  ERISA.

         (a) Each  purchaser or  transferee  of a Class A Note that is a Benefit
Plan (as such term is defined in ERISA) shall be deemed to have represented that
the relevant conditions for exemptive relief under Prohibited  Transaction Class
Exemption  ("PTCE") 84-14,  PTCE 90-1,  PTCE 91-38,  PTCE 95-60 or PTCE 96-23 or
other  applicable  exemption  providing  substantially  similar relief have been
satisfied.

         (b) Neither a Benefit Plan subject to ERISA or Section 4975 of the Code
nor an individual retirement account may purchase a Class B Note.

         SECTION 2.15.  CUSIP Numbers.

         The  Issuer  in  issuing  the notes may use  "CUSIP"  numbers  (if then
generally  in use),  and,  if so, the  Indenture  Trustee  may use such  "CUSIP"
numbers in notices of redemption as a convenience to the Holders;  provided that
any such notice may state that no  representation  is made as to the correctness
of such numbers  either as printed on the Notes or as contained in any notice of
a redemption  and that  reliance may be placed only on the other  identification
numbers printed on the Notes,  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 3.01.  Payment of Principal and Interest.  The Issuer will duly
and  punctually  pay Monthly  Interest on and Monthly  Principal of the Notes in
accordance with the terms of the Notes and this Indenture.  Without limiting the
foregoing,  subject to Section 9.04(a),  the Issuer will cause to be distributed
the amount of  Available  Funds on a Payment  Date.  The  Issuer  will cause the
deposits  received on Receivables  to be deposited  into the Collection  Account
pursuant  to the Trust  Agreement  for the benefit of the  Noteholders.  Amounts
properly withheld under the Code by any Person from a payment of interest and/or
principal  to any  Noteholder  shall be  considered  as having  been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

         SECTION 3.02. Maintenance of Office or Agency. The Issuer will maintain
or will cause the Administrator or the Indenture Trustee to maintain in The City
of New York, an office or agency where Notes may be surrendered for registration
of transfer or exchange,  and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer

                                                        24


<PAGE>



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

         SECTION 3.03.  Money for Payments to be Held in Trust.

         (a) As provided in Section 9.02 of the Trust Agreement, all payments of
amounts  due and  payable  with  respect  to any Notes  that are to be made from
amounts  withdrawn  from the  Collection  Account,  the  Spread  Account  or the
Payahead Account shall be made on behalf of the Issuer by the Indenture  Trustee
or by another  Paying  Agent,  and no amounts so withdrawn  from the  Collection
Account, the Spread Account or the Payahead Account for payments with respect to
the Notes shall be paid over to the Issuer except as provided in this Section.

         (b) The Notes shall be non-recourse obligations of the Issuer and shall
be limited in right of payment to amounts  available from the Pledged Assets and
the Policy as provided in this  Indenture  and the Issuer shall not otherwise be
liable for payments on the Notes.  No Person shall be personally  liable for any
amounts  payable  under the  Notes.  If any other  provision  of this  Indenture
conflicts or is deemed to conflict with the  provisions of this  paragraph,  the
provisions of this paragraph shall control.

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

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

                  (ii) give the Indenture  Trustee  notice of any default by the
         Issuer  (or any other  obligor  upon the  Notes)  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;

                                                        25


<PAGE>



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

                  (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 sums.

         (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 two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer upon receipt of an Issuer  Request;  and the Holder of
such Note shall thereafter,  as an unsecured general creditor,  look only to the
Issuer for payment thereof,  and all liability of the Indenture  Trustee or such
Paying Agent with respect to such trust money shall thereupon  cease;  provided,
however,  that the Indenture Trustee or such Paying Agent, before being required
to make any such  repayment,  shall at the expense and  direction  of the Issuer
cause to be published  once, in a newspaper  published in the English  language,
customarily  published on each  Business Day and of general  circulation  in The
City of New York,  notice that such money remains  unclaimed  and that,  after a
date  specified  therein,  which shall not be less than 30 days from the date of
such  publication,  any unclaimed  balance of such money then  remaining will be
repaid to or for the account of 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  3.04.  Existence.  The  Issuer  will keep in full  effect  its
existence, rights and franchises as a business trust under the laws of the State
of Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized  under the laws of any other state or of the United  States,  in which
case the Issuer will keep in full effect its  existence,  rights and  franchises
under the laws of such other  jurisdiction)  and will  obtain and  preserve  its
qualification to do business in each jurisdiction in which such qualification is
or shall be  necessary  to  protect  the  validity  and  enforceability  of this
Indenture, the Notes, and the Pledged Assets.

                                                        26


<PAGE>



         SECTION  3.05.  Protection  of Trust  Estate.  The Issuer  intends  the
security  interest  Granted pursuant to this Indenture in favor of the Indenture
Trustee on behalf of the  Noteholders  to be prior to all other liens in respect
of the Pledged Assets, and the Issuer shall take all actions necessary to obtain
and  maintain,  for the  benefit  of the  Indenture  Trustee  on  behalf  of the
Noteholders,  a first lien on and a first priority,  perfected security interest
in the Pledged Assets. The Issuer will from time to time execute and deliver all
such  supplements  and  amendments  hereto  and all such  financing  statements,
continuation statements, instruments of further assurance and other instruments,
all as prepared by the Servicer and delivered to the Issuer,  and will take such
other action necessary or advisable to:

                  (i) Grant more  effectively  all or any portion of the Pledged
         Assets;

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

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

                  (iv)     enforce any of the Pledged Assets;

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

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

The   Issuer   hereby   designates   the   Indenture   Trustee   its  agent  and
attorney-in-fact to execute all financing statements, continuation statements or
other instruments  required to be executed  pursuant to this Section,  which are
prepared and delivered to the Indenture Trustee.

         SECTION 3.06. Opinions as to Pledged Assets.

         (a) On the Closing  Date,  the Issuer  shall  furnish to the  Indenture
Trustee and the Insurer an Opinion of Counsel to the effect that, in the opinion
of such  counsel,  either  (i) all UCC  financing  statements  and  continuation
statements  have  been  executed  and filed  that are  necessary  to create  and
continue the Indenture  Trustee's first priority  perfected security interest in
the Pledged  Assets  (subject to the rights of the Insurer  under the  Insurance
Agreement) for the benefit of the Noteholders,  and reciting the details of such
filings or  referring  to prior  Opinions  of Counsel in which such  details are
given,  or (ii) no such  action  shall be  necessary  to perfect  such  security
interest.

                                                        27


<PAGE>



         (b) Within 90 days after the beginning of each calendar year  beginning
with the first  calendar year  beginning more than three months after the Cutoff
Date,  the Issuer  shall  furnish to the  Indenture  Trustee  and the Insurer an
Opinion of Counsel,  dated as of a date during such 90-day period, to the effect
that,  in the opinion of such counsel,  either (i) all UCC financing  statements
and  continuation  statements have been executed and filed that are necessary to
create and continue the Indenture  Trustee's first priority  perfected  security
interest in the Pledged  Assets  (subject to the rights of the Insurer under the
Insurance  Agreement)  for the  benefit of the  Noteholders,  and  reciting  the
details of such filings or referring to prior  Opinions of Counsel in which such
details are given,  or (ii) no such action  shall be  necessary  to perfect such
security interest.

         SECTION 3.07.  Performance of Obligations; Successor Servicer.

         (a) The Issuer  will not take any action and will use its best  efforts
not to permit any action to be taken by others  that  would  release  any Person
from any of such Person's material covenants or obligations under any instrument
or  agreement  included  in the  Pledged  Assets  or that  would  result  in the
amendment, hypothecation,  subordination, termination or discharge of, or impair
the validity or  effectiveness  of, any such instrument or agreement,  except as
expressly provided in the Basic Documents or such other instrument or agreement.

         (b) The Issuer may contract with or otherwise  obtain the assistance of
other  Persons  (including,  without  limitation,  the  Administrator  under the
Administration  Agreement) to assist it in performing its duties and obligations
under this Indenture,  and any performance of such duties by a Person identified
to the Indenture  Trustee and the Insurer in an Officer's  Certificate  shall be
deemed to be action  taken by the Issuer.  The  Indenture  Trustee  shall not be
responsible  for the action or  inaction of the  Servicer or the  Administrator.
Initially, the Issuer has contracted with UAC as the Administrator to assist the
Issuer in performing its duties under this Indenture.

         (c)  The  Issuer  will  punctually  perform  and  observe  all  of  its
obligations  and  agreements  contained  in  this  Indenture,  the  other  Basic
Documents and in the instruments and agreements  included in the Pledged Assets,
including  but not  limited to filing or  causing to be filed all UCC  financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Trust Agreement in accordance with and within the time periods
provided for herein and therein. Except as otherwise expressly provided therein,
the Issuer shall not waive,  amend,  modify,  supplement  or terminate any Basic
Document or any provision thereof without the consent of the Indenture  Trustee,
the Insurer  (unless an Insurer  Default has occurred and is continuing) and the
Holders of at least a majority of the Outstanding Note Balances of the Notes.

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

                                                        28


<PAGE>



         (e) Upon the  resignation or  termination  of the Servicer  pursuant to
Section  13.05 or 14.01 of the Trust  Agreement,  the  Indenture  Trustee  shall
appoint a successor Servicer acceptable to the Insurer. If the Indenture Trustee
shall  succeed  to the  Servicer's  duties as  servicer  of the  Receivables  as
provided  in  Section  14.02  of the  Trust  Agreement,  it  shall  do so in its
individual   capacity  and  not  in  its  capacity  as  Indenture  Trustee  and,
accordingly,  the  provisions  of  Article  Six  shall  be  inapplicable  to the
Indenture  Trustee  in its  duties  as the  successor  to the  Servicer  and the
servicing  of the  Receivables.  In case  the  Indenture  Trustee  shall  become
successor to the Servicer under the Trust Agreement, the Indenture Trustee shall
be entitled to appoint as Servicer one of its Affiliates; provided that it shall
not be liable  for the  actions  and  omissions  of any such  Affiliate  in such
capacity as successor Servicer appointed with due care.

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

         (g) The Issuer  agrees  that it will not waive  timely  performance  or
observance  by the Servicer or the Seller of their  respective  duties under the
Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer
Default shall have  occurred and be  continuing)  or (ii) if the effect  thereof
would adversely affect the Noteholders.

         SECTION 3.08.  Negative  Covenants.  Until the  Termination  Date,  the
Issuer shall not:

                  (i)  except as  expressly  permitted  by the Basic  Documents,
         sell, transfer,  exchange or otherwise dispose of any of the properties
         or  assets of the  Issuer,  including  those  included  in the  Pledged
         Assets,  unless  directed to do so by the  Indenture  Trustee  with the
         prior written  consent of the Insurer  (unless an Insurer Default shall
         have occurred and be continuing);

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

                  (iii)  (A)  permit  the  validity  or  effectiveness  of  this
         Indenture to be impaired,  or permit the lien created by this Indenture
         to be amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or obligations with
         respect to the Notes under this  Indenture  except as may be  expressly
         permitted hereby, (B) permit any lien, charge,  excise, claim, security
         interest,  mortgage or other  encumbrance  (other than the lien of this
         Indenture)  to be  created on or extend to or  otherwise  arise upon or
         burden the Pledged  Assets or any part thereof or any interest  therein
         or the proceeds  thereof  (other than tax liens,  mechanics'  liens and
         other liens that arise by

                                                        29


<PAGE>



         operation of law, in each case on a Financed Vehicle and arising solely
         as a result of an action  or  omission  of the  related  Obligor),  (C)
         permit the lien  created by this  Indenture  not to  constitute a valid
         first priority  security  interest (other than with respect to any such
         tax, mechanics' or other lien) in the Pledged Assets; or

                  (iv)     dissolve or liquidate in whole or in part.

         SECTION  3.09.  Annual  Statement  as to  Compliance.  The Issuer  will
deliver to the Indenture Trustee and the Insurer,  on or before April 30 of each
year,  beginning  on the first  April 30 that is at least six  months  after the
Closing Date, an Officer's  Certificate dated as of December 31 of the preceding
year stating,  as to the Authorized Officer signing such Officer's  Certificate,
that:

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

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

         SECTION 3.10.  Issuer May Consolidate, etc. Only on Certain Conditions.

                  (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 (A) be a Person organized
         and  existing  under the laws of the United  States or any  State,  (B)
         expressly assume,  by an indenture  supplemental  hereto,  executed and
         delivered  to the  Indenture  Trustee  and the  Insurer,  in  form  and
         substance  satisfactory  to the  Indenture  Trustee and the Insurer (so
         long as no Insurer Default shall have occurred and be continuing),  the
         due and punctual  payment of the principal of and interest on all Notes
         and the  performance  or observance of every  agreement and covenant of
         this  Indenture and each other Basic Document on the part of the Issuer
         to be performed or observed,  all as provided herein, and (C) expressly
         agree by means of such supplemental indenture that such Person (or if a
         group of Persons,  then one  specified  person) shall make all filings,
         with the Commission (and any other appropriate  Person) required by the
         Exchange Act in connection with the Notes;

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


                                                        30


<PAGE>



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

                  (iv) the  Issuer  shall  have  received  an Opinion of Counsel
         which shall be delivered to and shall be  satisfactory to the Indenture
         Trustee and the Insurer to the effect that such consolidation or merger
         will not have any material  adverse tax  consequence to the Trust,  the
         Insurer, any Noteholder or any Certificateholder;

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

                  (vi) the Issuer shall have delivered to the Indenture  Trustee
         and the  Insurer  an  Officer's  Certificate  and an Opinion of Counsel
         (which shall describe the actions taken as required by clause (v) above
         or  that  no such  actions  will  be  taken)  each  stating  that  such
         consolidation  or merger and such  supplemental  indenture  comply with
         this Article Three and that all conditions  precedent  herein  provided
         for relating to such transaction have been compiled with (including any
         filings required by the Exchange Act); and

                  (vii) so long as no Insurer Default shall have occurred and be
         continuing,  the Issuer shall have given the Insurer  written notice of
         such  consolidation  or merger at least 20  Business  Days prior to the
         consummation  of such action and shall have  received the prior written
         approval of the Insurer of such  consolidation or merger and the Issuer
         or the Person (if other than the Issuer)  formed by or  surviving  such
         consolidation  or  merger  has  a net  worth,  immediately  after  such
         consolidation or merger, that is (A) greater than zero and (B) not less
         than the net worth of the Issuer  immediately prior to giving effect to
         such consolidation or merger.

         (b) The Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Pledged Assets, to any
Person (except as expressly permitted by the Basic Documents), unless:

                  (i) the Person that  acquires by  conveyance  or transfer  the
         properties  and  assets  of the  Issuer  shall  (A) be a United  States
         citizen or a Person organized and existing under the laws of the United
         States or any State, (B) expressly assume, by an indenture supplemental
         hereto,  executed  and  delivered  to the  Indenture  Trustee  and  the
         Insurer,  in form and substance  satisfactory to the Indenture  Trustee
         and the Insurer (so long as no Insurer  Default shall have occurred and
         be  continuing),  the due and punctual  payment of the principal of and
         interest  on all  Notes  and the  performance  or  observance  of every
         agreement and covenant of this  Indenture and each other Basic Document
         on the part of the Issuer to be performed or observed,  all as provided
         herein,  (C) expressly  agree by means of such  supplemental  indenture
         that all right,  title and interest so conveyed or transferred shall be
         subject  and  subordinate  to the  rights of  Noteholders,  (D)  unless
         otherwise provided in such supplemental  indenture,  expressly agree to
         indemnify, defend and hold harmless the Issuer against and

                                                        31


<PAGE>



         from any loss,  liability or expense  arising  under or related to this
         Indenture  and the  Notes  and (E)  expressly  agree  by  means of such
         supplemental indenture that such Person (or if a group of Persons, then
         one specified  Person) shall 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  conveyance or
         transfer,  no Default or Event of Default  shall have  occurred  and be
         continuing;

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

                  (iv) the  Issuer  shall  have  received  an Opinion of Counsel
         which shall be delivered to and shall be  satisfactory to the Indenture
         Trustee  and the  Insurer  (so long as no  Insurer  Default  shall have
         occurred  and be  continuing)  to the effect  that such  conveyance  or
         transfer  will not have any  material  adverse tax  consequence  to the
         Trust, the Insurer, any Noteholder or any Certificateholder;

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

                  (vi) the Issuer shall have delivered to the Indenture  Trustee
         and the  Insurer  an  Officer's  Certificate  and an Opinion of Counsel
         (which shall describe the actions taken as required by clause (v) above
         or  that  no such  actions  will  be  taken)  each  stating  that  such
         conveyance or transfer and such supplemental indenture comply with this
         Article Three and that all  conditions  precedent  herein  provided for
         relating to such  transaction  have been complied with  (including  any
         filings required by the Exchange Act); and

                  (vii) so long as no Insurer Default shall have occurred and be
         continuing,  the Issuer shall have given the Insurer  written notice of
         such  conveyance  or  transfer  of  properties  or  assets  at least 20
         Business Days prior to the  consummation  of such action and shall have
         received the prior written  approval of the Insurer of such  conveyance
         or transfer  and the Person  acquiring  by  conveyance  or transfer the
         properties or assets of the Issuer has a net worth,  immediately  after
         such conveyance or transfer,  that is (A) greater than zero and (B) not
         less  than the net  worth of the  Issuer  immediately  prior to  giving
         effect to such conveyance or transfer.

         SECTION 3.11.  Successor 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.

                                                        32


<PAGE>



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

         SECTION 3.12. No Other Business. The Issuer shall not engage in (i) any
business  other than  financing,  purchasing,  owning,  selling and managing the
Receivables  in the manner  contemplated  by this  Indenture and the other Basic
Documents  and  activities  incidental  thereto  or (ii) any other  business  or
activities as contemplated by Section 1.03 of the Trust Agreement.

         SECTION  3.13.  Servicer's  Obligations.  The  Issuer  shall  cause the
Servicer to comply with the Servicer's obligations under the Trust Agreement.

         SECTION 3.14. Restricted Payments. Except as expressly permitted by the
Basic  Documents,  the Issuer  shall not,  directly or  indirectly,  (i) pay any
dividend  or make any  distribution  (by  reduction  of capital  or  otherwise),
whether in cash,  property,  securities or a combination  thereof,  to the Owner
Trustee or any owner of a beneficial  interest in the Issuer or  otherwise  with
respect to any  ownership or equity  interest or security in or of the Issuer or
to the Servicer,  (ii) redeem,  purchase,  retire or otherwise acquire for value
any such  ownership  or  equity  interest  or  security  or (iii)  set  aside or
otherwise segregate any amounts for any such purpose;  provided,  however,  that
the Issuer may make, or cause to be made,  distributions  to the  Servicer,  the
Indenture  Trustee,  the Owner Trustee,  the Insurer,  the  Noteholders  and the
Certificateholder  as contemplated by, and to the extent funds are available for
such  purpose  under,  the Trust  Agreement.  The Issuer  will not,  directly or
indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture and the other Basic Documents.

         SECTION  3.15.  Notice of Events of Default.  The Issuer agrees to give
the Indenture Trustee,  the Insurer and each Rating Agency prompt written notice
of each Event of Default  hereunder and each default on the part of the Servicer
or the Seller of their respective obligations under the Trust Agreement.

         SECTION  3.16.  Further  Instruments  and  Acts.  Upon  request  of the
Indenture  Trustee or the  Insurer,  the Issuer will  execute  and deliver  such
further  instruments and do such further acts as may be reasonably  necessary or
proper to carry out more effectively the purpose of this Indenture.

         SECTION 3.17.  Compliance  with Laws.  The Issuer shall comply with the
requirements  of all  applicable  laws,  the  non-compliance  with which  would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its  obligations  under the Notes,  this  Indenture or any
other Basic Document.

                                                        33


<PAGE>



         SECTION 3.18. Amendments of Trust Agreement. The Issuer shall not agree
to any  amendment  to Section  17.01 of the Trust  Agreement  to  eliminate  the
requirements  thereunder that the Noteholders  consent to amendments  thereto as
provided therein.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.01.  Satisfaction and Discharge of Indenture.  This Indenture
shall cease to be of further  effect with  respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.07,
3.08,  3.10,  3.11,  3.12,  3.17  and  3.18,  (v) the  rights,  obligations  and
immunities  of the  Indenture  Trustee  hereunder  (including  the rights of the
Indenture  Trustee  under  Section  6.07 and the  obligations  of the  Indenture
Trustee under Section 4.02),  (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 (vii) the obligation of the Indenture  Trustee
to make claims under the Policy,  which shall survive the Final Maturity Date of
the Class B Notes and extend  through  any  preference  period  applicable  with
respect to the Notes or any  payments  made in  respect  of the  Notes,  and the
Indenture Trustee, on demand of and at the expense of the Issuer,  shall execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
with respect to the Notes, when

         (A)      either

                  (1) all Notes  theretofore  authenticated and delivered (other
than (i)  Notes  that  have been  destroyed,  lost or stolen  and that have been
replaced or paid as provided  in Section  2.05 and (ii) Notes for whose  payment
money has theretofore been deposited in trust or segregated and held in trust by
the Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided  in Section  3.03) have been  delivered  to the  Indenture  Trustee for
cancellation  and the Policy has  expired  and been  returned to the Insurer for
cancellation; or

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

                           (i)      have become due and payable,

                           (ii)  will  become  due  and  payable  at  the  Final
                  Maturity Date of the Class B Notes within one year, or

                           (iii) 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,

                                                        34


<PAGE>



and the Issuer, in the case of clauses (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably  deposited with the Indenture Trustee cash
or Eligible  Investments  for such purpose,  in an amount  sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture  Trustee for  cancellation  when due to the Final Maturity Date of the
Class B Notes or the  Redemption  Date (if  Notes  shall  have been  called  for
redemption pursuant to Section 12.01), as the case may be;

         (B) the Issuer has paid or  performed or caused to be paid or performed
all amounts and obligations  which the Issuer may owe to or on behalf of (1) the
Indenture Trustee for the benefit of the Noteholders under this Indenture or the
Notes and (2) the Insurer under this Indenture and the Basic Documents; and

         (C) the Issuer has delivered to the  Indenture  Trustee and the Insurer
an Officer's Certificate, an Opinion of Counsel and (if required by the TIA, the
Indenture  Trustee) an Independent  Certificate  from a firm of certified public
accountants,  each meeting the applicable  requirements of Section 13.01(a) and,
subject to Section  13.02,  each stating that all  conditions  precedent  herein
provided for relating to the  satisfaction  and discharge of this Indenture have
been complied with and the Rating Agency Condition has been satisfied.

         SECTION 4.02. Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by
it, in accordance  with the provisions of the Notes and this  Indenture,  to the
payment,  either directly or through any Paying Agent, as the Indenture  Trustee
may  determine,  to the  Holders  of the  particular  Notes for the  payment  or
redemption of which such 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 Agreement or required by law.

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

                                                        35


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                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

         SECTION 5.01.  Events of Default.

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

                  (i)  default in the  payment of any  interest on any Note when
         the same becomes due and payable and such default shall  continue for a
         period of five days after notice  thereof is given to the Issuer by the
         Indenture  Trustee,  the Insurer or the Servicer,  or to the Issuer and
         the  Indenture  Trustee  by the  Holders  of at  least  25% of the Note
         Balances;

                  (ii) default in the payment of any  principal  due and payable
         on a Class of Notes on the Final  Maturity Date for such Class of Notes
         and such default shall  continue for a period of five days after notice
         thereof is given to the Issuer by the Indenture Trustee, the Insurer or
         the Servicer, or to the Issuer and the Indenture Trustee by the Holders
         of at least 25% of the Note Balances;

                  (iii) (A)  default in the  observance  or  performance  of any
         covenant or agreement of the Issuer made in this Indenture  (other than
         a covenant or agreement,  a default in the observance or performance of
         which is elsewhere in this Section  specifically  dealt with), and such
         default  shall  continue  or not be cured for a period of 60 days after
         notice thereof shall have been given,  by registered or certified mail,
         to the  Issuer,  by the  Indenture  Trustee or the  Insurer,  or to the
         Issuer and the Indenture  Trustee by the Holders of at least 25% of the
         Note Balances or (B) any  representation or warranty made by the Issuer
         in this Indenture or in any certificate delivered pursuant hereto or in
         connection  herewith having been incorrect in a material  respect as of
         the time made,  and such  breach not having  been cured  within 30 days
         after notice thereof is given to the Issuer by the Indenture Trustee or
         the Insurer,  or to the Issuer and the Indenture Trustee by the Holders
         of at least 25% of the Note Balances of the Notes;

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

                                                        36


<PAGE>



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

provided, however, that so long as no Insurer Default shall have occurred and be
continuing,  neither the Indenture  Trustee nor the  Noteholders  may declare an
Event of Default under the Indenture.  So long as no Insurer  Default shall have
occurred and be  continuing,  an Event of Default shall occur only upon delivery
by the Insurer to the Indenture  Trustee of notice of the occurrence of an Event
of Default. The failure to pay principal on a Class of Notes shall not result in
the  occurrence  of an Event of Default  until the Final  Maturity Date for such
Class of Notes.

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

         SECTION 5.02.  Rights Upon Event of Default.

         (a)  So  long  as  no  Insurer  Default  shall  have  occurred  and  be
continuing,  if an Event of Default shall have occurred and be continuing,  then
the Insurer  shall have the right,  but not the  obligation,  upon prior written
notice to each Rating Agency,  to declare by written  notice to the Issuer,  the
Servicer and the  Indenture  Trustee that the Notes become  immediately  due and
payable, and upon any such declaration the unpaid principal amount of the Notes,
together with accrued and unpaid interest thereon,  shall become immediately due
and payable.  The Indenture  Trustee will have no discretion with respect to the
acceleration of the Notes under the foregoing circumstances. In the event of any
such  acceleration  of the Notes,  the Indenture  Trustee shall continue to make
claims under the Policy with respect to the Notes.

         (b) If an Insurer  Default shall have occurred and be continuing and an
Event of Default shall have occurred and be  continuing,  the Indenture  Trustee
shall,  if so requested in writing by the  Noteholders  representing at least 66
2/3% of the Note  Balances,  upon prior  written  notice to each Rating  Agency,
declare that the Notes  become  immediately  due and payable,  and upon any such
declaration the unpaid principal amount of the Notes,  together with accrued and
unpaid interest thereon, shall become immediately due and payable.

         (c) Following any Event of Default, the Insurer may elect to prepay all
or any portion of the  outstanding  amount of the Notes,  plus accrued  interest
thereon  to the date of  payment;  provided,  however,  that the  Insurer  shall
fulfill its obligations under the Policy.

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<PAGE>



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

         (a) The Issuer  covenants that, if the Notes are accelerated  following
the  occurrence  of an Event of  Default,  the Issuer  will,  upon demand of the
Indenture  Trustee,  pay  to the  Indenture  Trustee,  for  the  benefit  of the
Noteholders,  the whole amount then due and payable on such Notes for  principal
and  interest,  with  interest  upon the overdue  principal,  and, to the extent
payment at such rate of  interest  shall be legally  enforceable,  upon  overdue
installments  of interest,  at the applicable  interest  rates,  and in addition
thereto  such  further  amount  as shall be  sufficient  to cover  the costs and
expenses of  collection,  including the  reasonable  compensation,  expenses and
disbursements of the Indenture Trustee and its agents and counsel.

         (b) If an Event of Default shall have occurred and be  continuing,  the
Indenture  Trustee  shall (i) if no Insurer  Default  shall have occurred and be
continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall
have  occurred  and  be  continuing,   at  the  direction  of  the   Noteholders
representing  at  least  66  2/3% of the  Note  Balances,  as more  particularly
provided  in Section  5.04,  proceed to protect  and  enforce  the rights of the
Noteholders, by such appropriate Proceedings as the Indenture Trustee shall deem
most effective to protect and enforce any such rights,  whether for the specific
enforcement  of any  covenant or  agreement  in this  Indenture or in aid of the
exercise of any power granted  herein,  or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

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

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

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<PAGE>



                  (ii) unless  prohibited by applicable law and regulations,  to
         vote on behalf of the  Noteholders  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  Noteholders  allowed in any judicial
         Proceedings relative to the Issuer, its creditors and its property; and
         any trustee, receiver, liquidator,  custodian or other similar official
         in any such Proceeding is hereby authorized by each of such Noteholders
         to make payments to the Indenture  Trustee,  and, in the event that the
         Indenture  Trustee shall consent to the making of payments  directly to
         such Noteholders, to pay to the Indenture Trustee such amounts as shall
         be  sufficient  to  cover  reasonable  compensation  to  the  Indenture
         Trustee,  each  predecessor  Indenture  Trustee  and  their  respective
         agents,  attorneys and counsel,  and all other expenses and liabilities
         incurred  by the  Indenture  Trustee  and  each  predecessor  Indenture
         Trustee except as a result of negligence or bad faith.

         (d) 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.

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

         (f) In any Proceedings  brought by the Indenture Trustee (including any
Proceedings  involving the  interpretation  of any provision of this Indenture),
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 5.04.  Remedies.


                                                        39


<PAGE>



         (a) If (i) an Event of Default shall have  occurred and be  continuing,
the Indenture Trustee shall (subject to Section 5.04(b) below and Section 5.05),
if no Insurer Default shall have occurred and be continuing, at the direction of
the  Insurer,  or (ii)  if an  Event  of  Default  shall  have  occurred  and be
continuing,  the Indenture  Trustee shall (subject to Section  5.04(b) below and
Section 5.05), if an Insurer  Default shall have occurred and be continuing,  at
the  direction  of the  Noteholders  representing  at  least 66 2/3% of the Note
Balances, take one or more of the following actions as so directed:

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

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

                  (iii)  exercise any remedies of a secured  party under the UCC
         and any other remedy  available to the  Indenture  Trustee and take any
         other appropriate action to protect and enforce the rights and remedies
         of the  Indenture  Trustee  on behalf  of the  Noteholders  under  this
         Indenture or the Notes;

                  (iv) sell or cause the  Servicer to  otherwise  liquidate  the
         Pledged Assets or any portion  thereof or rights or interests  therein,
         at one or more  public or private  sales  called and  conducted  in any
         manner  permitted  by law and  deliver  the  proceeds  of such  sale or
         liquidation  to the Indenture  Trustee for  distribution  in accordance
         with the terms of this Indenture; and

                  (v)      maintain possession of the Pledged Assets.

         (b)      Notwithstanding the foregoing,

                  (i) in the event that the  Indenture  Trustee is acting at the
         direction  of the  Insurer,  so long as no Insurer  Default  shall have
         occurred and be continuing, if an Event of Default specified in Section
         5.01(a)(i),  (ii) or (iii) shall have occurred and be  continuing,  the
         Insurer shall not have the right to cause the Indenture  Trustee or the
         Servicer to, and neither the Indenture  Trustee nor the Servicer shall,
         liquidate  the  Pledged  Assets  in whole  or in part if the  Indenture
         Trustee  reasonably   believes  that  the  proceeds  of  such  sale  or
         liquidation would not be sufficient to pay all outstanding principal of
         and accrued interest on the Notes; and

                  (ii) in the event that the Indenture  Trustee is acting at the
         direction of the Noteholders  representing at least 66 2/3% of the Note
         Balances,  (so long as an Insurer  Default  shall have  occurred and be
         continuing), the Noteholders shall not have the right to

                                                        40


<PAGE>



         direct the  Indenture  Trustee or the  Servicer  to,  and  neither  the
         Indenture Trustee nor the Servicer shall,  liquidate the Pledged Assets
         in whole or in part unless an Event of Default as  specified in Section
         5.01(a)(iv) or (v) shall have occurred and be continuing.

         (c) In determining the sufficiency or  insufficiency of the proceeds of
a sale or liquidation of the Pledged Assets to pay all amounts required pursuant
to Section  5.04(b)(i)  above,  the Indenture  Trustee may, but need not, at the
sole  expense  of the Issuer  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 Pledged
Assets for such purpose.

         SECTION 5.05.  Optional  Preservation of the Receivables.  If the Notes
shall have been declared to be due and payable  under Section 5.02  following an
Event of Default and such declaration and its  consequences  shall not have been
rescinded and annulled,  the Indenture  Trustee shall,  absent  direction to the
contrary from the Insurer or the Noteholders  pursuant to Section 5.04, maintain
possession of the Pledged Assets.

         SECTION 5.06.  Priorities.

         (a) If the Notes shall have been  declared to be due and payable  under
Section  5.02  following  an  Event of  Default  and  such  declaration  and its
consequences shall not have been rescinded and annulled,  any money collected by
the Indenture  Trustee with respect to the Pledged  Assets or the Notes pursuant
to this Article or otherwise  and any money that may then be held or  thereafter
received by the  Indenture  Trustee  with  respect to the Pledged  Assets or the
Notes  (excluding  any  payments  made  under the  Policy),  shall be applied as
follows, notwithstanding the provisions of Section 9.04(a) to the contrary:

                  (i)  first,  to pay  any  unpaid  Monthly  Servicing  Fee  and
         Outstanding Advances to the Servicer;

                  (ii)  second,  to pay  any  accrued  and  unpaid  fees  of the
         Indenture Trustee and the Owner Trustee without  preference or priority
         of any kind;

                  (iii) third, to pay Monthly  Interest on each Class of Class A
         Notes on a pro rata  basis  based on the  interest  accrued  (including
         interest accrued on past due interest) on each Class of Class A Notes;

                  (iv) fourth,  to pay principal on each Class of Class A Notes,
         on a pro rata basis based on the Note  Balance of each Class of Class A
         Notes, until the Note Balance of each Class of Class A Notes is reduced
         to zero;

                  (v)  fifth,  to pay  Monthly  Interest  on the  Class  B Notes
         (including interest accrued on past due interest);


                                                        41


<PAGE>



                  (vi) sixth,  to pay  principal  on the Class B Notes until the
         Class B Note Balance is reduced to zero;

                  (vii)  seventh,  to pay amounts  owing the  Insurer  under the
         Insurance Agreement; and

                  (viii)  eighth,  to  the  Spread  Account,  to be  applied  in
         accordance  with Section 10.02 hereof and in accordance  with the Trust
         Agreement.

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

         SECTION 5.07.  Limitation of Suits.

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

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

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

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

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

                  (v) no direction  inconsistent with such written request shall
         have been given to the Indenture  Trustee  during such 60-day period by
         the Holders of a majority of the Note Balances; and

                  (vi) an Insurer Default shall have occurred and be continuing.

It is  understood  and intended that no one or more  Noteholders  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

                                                        42


<PAGE>



the rights of any other  Noteholders or to obtain or to seek to obtain  priority
or  preference  over any  other  Holders  or to  enforce  any right  under  this
Indenture, except in the manner herein provided.

         (b) In the event the Indenture  Trustee shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing  less  than a  majority  of the Note  Balances  of the  Notes,  the
Indenture  Trustee in its sole  discretion may determine  which action,  if any,
shall be taken,  notwithstanding  any other provisions of this Indenture and any
such action shall be binding on all parties.

         SECTION 5.08.  Unconditional Rights of Noteholders to Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note  shall have the  right,  which is  absolute  and  unconditional,  to
receive  payments of Monthly  Interest and Monthly  Principal on such Note on or
after  the  respective  due  dates  thereof  expressed  in such  Note or in this
Indenture (or, in the case of redemption,  on or after the Redemption  Date) and
to institute suit for the enforcement of any such payment,  and such right shall
not be impaired without the consent of such Holder.

         SECTION  5.09.  Restoration  of Rights and  Remedies.  If the Indenture
Trustee,  the Insurer or any Noteholder  shall have instituted any Proceeding to
enforce any right or remedy under this Indenture and such Proceeding  shall have
been  discontinued  or  abandoned  for any reason or shall have been  determined
adversely to the Indenture Trustee, the Insurer or to such Noteholder,  then and
in every such case the  Issuer,  the  Indenture  Trustee,  the  Insurer  and the
Noteholders shall, subject to any determination in such Proceeding,  be restored
severally and respectively to their former positions  hereunder,  and thereafter
all rights and  remedies  of the  Indenture  Trustee and the  Noteholders  shall
continue as though no such Proceeding had been instituted.

         SECTION 5.10. Rights and Remedies Cumulative. No right or remedy herein
conferred  upon or  reserved  to the  Indenture  Trustee,  the Insurer or to the
Noteholders is intended to be exclusive of any other right or remedy,  and every
right and remedy shall,  to the extent  permitted by law, be  cumulative  and in
addition to every other right and remedy  given  hereunder  or now or  hereafter
existing at law or in equity or  otherwise.  The  assertion or employment of any
right or remedy  hereunder,  or  otherwise,  shall not  prevent  the  concurrent
assertion or employment of any other appropriate right or remedy.

         SECTION 5.11.  Delay or Omission Not a Waiver.  No delay or omission of
the  Indenture  Trustee,  the Insurer 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
Five or by law to the Indenture  Trustee,  the Insurer or to the Noteholders may
be exercised from time to time, and as often as may be deemed expedient,  by the
Indenture Trustee, the Insurer or by the Noteholders, as the case may be.

                                                        43


<PAGE>



         SECTION 5.12. Control by Noteholders.  The Holders of a majority of the
Note  Balances  shall  have the right to direct  the time,  method  and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:

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

                  (ii)  any  direction  to the  Indenture  Trustee  to  sell  or
         liquidate  the Pledged  Assets shall be subject to the terms of Section
         5.04; and

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

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

         SECTION 5.13.  Waiver of Past Defaults.

         (a) Prior to the declaration of the acceleration of the maturity of the
Notes as provided in Section 5.02,  the Insurer or, if an Insurer  Default shall
have occurred and be continuing,  the Noteholders  representing  not less than a
majority  of the Note  Balances,  with the  consent of the Insurer may waive any
past  Default or Event of Default and its  consequences  except a Default (a) in
the payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or  provision  hereof that cannot be modified or amended  without the
consent  of the  Holder of each  Note,  as  applicable.  In the case of any such
waiver, the Issuer, the Indenture Trustee, the Insurer 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  5.14.  Undertaking  for Costs.  All parties to this  Indenture
agree, and each Holder of any Note by such Holder's  acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture,  or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture  Trustee,  the  filing  by any  party  litigant  in  such  suit  of an
undertaking  to pay the  costs  of such  suit  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  attorneys' fees and expenses,
against  any party  litigant  in such  suit,  in the  manner  and to the  extent
provided by the

                                                        44


<PAGE>



Trust  Indenture  Act; but the provisions of this Section shall not apply to (i)
any suit  instituted by the Indenture  Trustee,  (ii) any suit instituted by any
Noteholder, or group of Noteholders,  in each case holding in the aggregate more
than 10% of the Note Balances or (iii) any suit instituted by any Noteholder for
the  enforcement  of the payment of  principal  of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

         SECTION 5.15.  Waiver of Stay or Extension  Laws. The Issuer  covenants
(to the extent  that it may  lawfully do so) that it will not at any time insist
upon,  or plead or in any  manner  whatsoever,  claim  or take  the  benefit  or
advantage  of, any stay or extension law or any  valuation or  appraisement  law
wherever  enacted,  now or at any time  hereafter in force,  that may affect the
covenants or the  performance of this  Indenture;  and the Issuer (to the extent
that it may lawfully do so) hereby expressly waives all benefit or advantages of
any such  law,  and  covenants  that it will not  hinder,  delay or  impede  the
execution of any power herein granted to the Indenture Trustee,  but will suffer
and  permit  the  execution  of every  such power as though no such law had been
enacted.

         SECTION 5.16.  Action on Notes.  The Indenture  Trustee's right to seek
and recover  judgment on the Notes or under this Indenture shall not be affected
by the  seeking,  obtaining  or  application  of any other  relief under or with
respect to this Indenture.  Neither the lien of this Indenture nor any rights or
remedies of the Indenture  Trustee or the  Noteholders  shall be impaired by the
recovery of any judgment by the Indenture  Trustee  against the Issuer or by the
levy of any execution under such judgment upon any portion of the Pledged Assets
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 5.06.

         SECTION 5.17.  Performance and Enforcement of Certain Obligations.

         (a) Promptly  following a request from the  Indenture  Trustee to do so
and at the Administrator's expense, the Issuer shall take all such lawful action
as the  Indenture  Trustee may request to compel or secure the  performance  and
observance  by the  Seller  and the  Servicer  as  applicable,  of each of their
obligations  to the Issuer under or in  connection  with the Trust  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  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 Agreement.

         (b) If the Indenture  Trustee is the Controlling  Party and if an Event
of Default shall have occurred and be continuing, the Indenture Trustee may, and
at the direction  (which  direction  shall be given in writing and may include a
facsimile)  of the Holders of 66 2/3% of the Note Balances  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  Agreement,  including the
right or power to take

                                                        45


<PAGE>



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  Agreement,  and any  right of the  Issuer to take  such  action  shall be
suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         SECTION 6.01.  Duties of Indenture Trustee.

         (a) If an Event of Default shall have occurred and be  continuing,  the
Indenture  Trustee  shall  exercise  the rights and powers  vested in it by this
Indenture  and with the same  degree  of care  and  skill in its  exercise  as a
prudent person would exercise or use under the  circumstances  in the conduct of
such person's own affairs;  provided,  however,  that if the  Indenture  Trustee
shall  assume the  duties of the  Servicer  pursuant  to  Section  3.07(e),  the
Indenture  Trustee in  performing  such duties  shall use the degree of care and
skill customarily exercised by a prudent institutional  servicer with respect to
automobile  retail  installment  sales  contracts that it services for itself or
others.

         (b)  Except  during the  continuance  of an Event of Default of which a
Responsible  Officer of the  Indenture  Trustee  shall have actual  knowledge or
written notice:

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

                  (ii) in the  absence of bad faith on its part,  the  Indenture
         Trustee may  conclusively  rely, as to the truth of the  statements and
         the correctness of the opinions expressed therein, upon certificates or
         opinions  furnished  to the  Indenture  Trustee and  conforming  to the
         requirements of this Indenture;  however,  the Indenture  Trustee shall
         examine the certificates and opinions to determine  whether or not they
         conform  to the  requirements  of this  Indenture  and the other  Basic
         Documents to which the Indenture Trustee is a party; provided, however,
         that the Indenture Trustee shall not be responsible for the accuracy or
         content  of any of  the  aforementioned  documents  and  the  Indenture
         Trustee shall have no obligation to verify,  re-compute or  recalculate
         any  numerical  information  provided  to  it  pursuant  to  the  Basic
         Documents.

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


                                                        46


<PAGE>



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

                  (iii) the  Indenture  Trustee shall not be liable with respect
         to any  action  it takes or omits to take in good  faith in  accordance
         with a direction received by it pursuant to Section 5.12.

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

         (e) The Indenture Trustee shall not be liable for interest on any money
received by it.

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

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

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

         (i) The  Indenture  Trustee  shall,  and hereby agrees that it will (i)
perform  all of the  obligations  and  duties  required  of it under  the  Trust
Agreement  and (ii) hold the Policy in trust,  and will hold any proceeds of any
claim on the Policy in trust  solely for  application  as  provided in the Trust
Agreement.

         (j) The Indenture Trustee shall have no discretionary duties other than
performing those  ministerial acts set forth in this Indenture to accomplish the
purpose of this Trust as set forth in this  Indenture or as  otherwise  required
under the TIA.

         (k)  The  Indenture  Trustee  shall  not be  liable  in its  individual
capacity with respect to any action taken, suffered or omitted to be taken by it
in good faith in accordance  with this  Indenture or at the direction of Holders
of Notes evidencing a majority of the Outstanding Note Balances, relating to the
time,  method and place of conducting any Proceeding for any remedy available to
the Indenture Trustee,  or exercising or omitting to exercise any trust or power
conferred upon the Indenture Trustee, under this Indenture.

                                                        47


<PAGE>



         (l) The  Indenture  Trustee  shall not be required to take notice or be
deemed to have notice or knowledge  of any Default or Event of Default  unless a
Responsible  Officer of the Indenture Trustee shall have received written notice
thereof.  In the absence of receipt of such notice,  the  Indenture  Trustee may
conclusively assume that there is no Default or Event of Default.

         (m) Subject to the other  provisions of this  Indenture,  the Indenture
Trustee shall have no duty (i) to see to any recording, filing, or depositing of
this  Indenture  or any  agreement  referred  to  herein  or any  UCC  financing
statement or continuation statement evidencing a security interest, or to see to
the  maintenance  of any  such  recording  or  filing  or  depositing  or to any
rerecording,  refiling  or  redepositing  of  any  thereof,  (ii)  to see to any
insurance,  (iii) to see to the payment or discharge of any tax, assessment,  or
other  governmental  charge or any lien or  encumbrance  of any kind  owing with
respect to, assessed or levied against,  any part of the Pledged Assets, or (iv)
to confirm or verify the  contents of any reports or  certificates  delivered to
the  Indenture  Trustee  pursuant to this  Indenture  believed by the  Indenture
Trustee to be genuine and to have been signed or  presented  by the proper party
or parties.

         (n) Anything in this Indenture to the contrary  notwithstanding,  in no
event  shall  the  Indenture   Trustee  be  liable  for  special,   indirect  or
consequential  loss or damage of any kind whatsoever  (including but not limited
to  lost  profits),  even if the  Indenture  Trustee  has  been  advised  of the
likelihood of such loss or damage, regardless of the form of action.

         (o)  Notwithstanding  the  foregoing  or any  other  provision  in this
Indenture  to the  contrary,  the  Indenture  Trustee  shall  be  liable  in its
commercial  capacity for losses  attributable to its failure to make payments on
Eligible  Investments issued by the Indenture Trustee in its commercial capacity
as principal obligor and not as Indenture Trustee,  in accordance with the terms
of the agreements or instruments governing any such Eligible Investments;

         (p)  The   Indenture   Trustee   shall   acknowledge   and  accept  the
Administration Agreement on behalf of the Secured Parties.

         SECTION 6.02.  Rights of Indenture Trustee.

         (a) Except as otherwise provided in the second succeeding sentence, the
Indenture Trustee may conclusively rely and shall be protected in acting upon or
refraining from acting upon any resolution,  certificate, statement, instrument,
opinion,  report,  notice,  request,  consent,  order, note, direction,  demand,
election  or other  paper or  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.  Notwithstanding  the
foregoing, the Indenture Trustee, subject to Section 6.01(b)(ii) upon receipt of
all resolutions,  certificates, statements, opinions, reports, documents, orders
or  other  instruments   furnished  to  the  Indenture  Trustee  that  shall  be
specifically  required  to be  furnished  pursuant  to  any  provision  of  this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

                                                        48


<PAGE>



         (b) Before the Indenture  Trustee acts or refrains from acting,  it may
require an Officer's Certificate (with respect to factual matters) or an Opinion
of Counsel,  as  applicable.  The Indenture  Trustee shall not be liable for any
action  it takes or omits to take in good  faith in  reliance  on the  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 any such
agent,  attorney,  custodian or nominee  appointed by the Indenture Trustee with
due care.

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

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

         (f) The Indenture  Trustee shall be under no obligation to exercise any
of the trusts or powers vested in it by this Indenture or to institute,  conduct
or defend any litigation  hereunder or in relation hereto at the request,  order
or  direction  of any of the  Noteholders,  pursuant to the  provisions  of this
Indenture,  unless such Noteholders  shall have offered to the Indenture Trustee
security or indemnity reasonably  satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby.

         (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, consent, order, approval, bond or
other paper or document,  unless  requested in writing to do so by a majority of
Noteholders;  provided, however, that if the payment within a reasonable time to
the  Indenture  Trustee  of the  costs,  expenses  or  liabilities  likely to be
incurred  by it in the making of such  investigation  is, in the  opinion of the
Indenture  Trustee,  not  reasonably  assured  to the  Indenture  Trustee by the
security  afforded to it by the terms of this Indenture,  the Indenture  Trustee
may require indemnity  reasonably  satisfactory to it against such cost, expense
or liability as a condition to taking any such action.

         (h) The right of the Indenture Trustee to perform any discretionary act
enumerated in this Indenture shall not be construed as a duty, and the Indenture
Trustee  shall  not  be  answerable  for  other  than  its  willful  misconduct,
negligence or bad faith in the performance of such act.

         SECTION 6.03.  Individual  Rights of Indenture  Trustee.  The Indenture
Trustee in its  individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates  with the same
rights it would have if it were not Indenture Trustee.

                                                        49


<PAGE>



Any Paying Agent,  Note  Registrar,  co-registrar  or co-paying agent may do the
same with like rights. However, the Indenture Trustee is required to comply with
Sections 6.11 and 6.12.

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

         SECTION 6.05. Notice of Defaults.  If a Default shall have occurred and
be  continuing  and a Responsible  Officer of the  Indenture  Trustee shall have
actual  knowledge or shall have received  written notice thereof,  the Indenture
Trustee  shall mail to each  Noteholder  and the  Insurer  notice of the Default
within 90 days after it shall have occurred.  Except in the case of a Default in
payment of principal of or interest on any Note (including  payments pursuant to
the redemption of Notes),  the Indenture  Trustee may withhold the notice if and
so  long  as one of its  Responsible  Officers  in good  faith  determines  that
withholding the notice is in the interests of Noteholders.

         SECTION 6.06.  Reports by Indenture  Trustee to Holders.  The Indenture
Trustee shall deliver to each  Noteholder  such  information  as it  customarily
provides to enable  such  Holder to prepare  its  federal  and state  income tax
returns.

         SECTION 6.07.  Compensation and Indemnity.

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

                                                        50


<PAGE>



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

         SECTION 6.08.  Replacement of Indenture Trustee.

         (a) The  Indenture  Trustee may resign at any time by so notifying  the
Issuer, the Servicer and the Insurer.  The Issuer,  may, with the consent of the
Insurer,  and,  unless an Insurer Default shall have occurred and be continuing,
at the request of the Insurer shall, remove the Indenture Trustee if:

                  (i) the  Indenture  Trustee  shall have  failed to comply with
         Section 6.11;

                  (ii) a court having jurisdiction in the premises in respect of
         the  Indenture  Trustee  in an  involuntary  case or  proceeding  under
         federal  or state  banking  or  bankruptcy  laws,  as now or  hereafter
         constituted,  or any  other  applicable  federal  or state  bankruptcy,
         insolvency or other  similar law,  shall have entered a decree or order
         granting  relief  or  appointing  a  receiver,  liquidator,   assignee,
         custodian, trustee,  conservator,  sequestrator or similar official for
         the  Indenture  Trustee or for any  substantial  part of the  Indenture
         Trustee's  property,  or ordering the  winding-up or liquidation of the
         Indenture  Trustee's  affairs,  provided any such decree or order shall
         have  continued  unstayed and in effect for a period of 30  consecutive
         days;

                  (iii) the Indenture  Trustee shall have  commenced a voluntary
         case under any federal or state banking or  bankruptcy  laws, as now or
         hereafter  constituted,  or  any  other  applicable  federal  or  state
         bankruptcy, insolvency or other similar law, or shall have consented to
         the  appointment  of or taking  possession  by a receiver,  liquidator,
         assignee,  custodian,  trustee,  conservator,   sequestrator  or  other
         similar official for the Indenture  Trustee or for any substantial part
         of the Indenture Trustee's property,  or shall have made any assignment
         for the benefit of creditors or shall have failed  generally to pay its
         debts as such debts become due or shall have taken any corporate action
         in furtherance of any of the foregoing; or

                  (iv)  the  Indenture   Trustee  otherwise  shall  have  become
         incapable of acting.

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

                                                        51


<PAGE>



         (c) A successor Indenture Trustee shall deliver a written acceptance of
its appointment to the retiring  Indenture Trustee and to the Issuer.  Thereupon
the  resignation  or removal of the  retiring  Indenture  Trustee  shall  become
effective, and the successor Indenture Trustee shall have all the rights, powers
and duties of the  Indenture  Trustee  under this  Indenture.  The Issuer or 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 shall not have taken office within
30 days after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture  Trustee,  the Issuer or the Holders of a majority of the  Outstanding
Note Balances may, at the expense of the Issuer, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

         (e) If the  Indenture  Trustee shall have failed 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) Any resignation or removal of the Indenture Trustee and appointment
of a successor  Indenture  Trustee  pursuant to the  provisions  of this Section
shall not become  effective  until  acceptance of  appointment  by the successor
Indenture  Trustee pursuant to this Section and payment of all fees and expenses
owed to the outgoing Indenture Trustee.  Notwithstanding  the replacement of the
Indenture Trustee pursuant to this Section, the retiring Indenture Trustee shall
be  entitled  to  payment or  reimbursement  of such  amounts as such  Person is
entitled pursuant to Section 6.07.

         SECTION 6.09.  Successor Indenture Trustee by Merger.

         (a) If the  Indenture  Trustee  consolidates  with,  merges or converts
into, or transfers all or  substantially  all of its corporate trust business or
assets to, another corporation or banking association, the resulting,  surviving
or  transferee  corporation  without  any  further  act  shall be the  successor
Indenture Trustee;  provided, that such corporation or banking association shall
be otherwise  qualified and eligible under Section 6.11.  The Indenture  Trustee
shall  provide  the Insurer and each  Rating  Agency  prompt  notice of any such
transaction.

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

                                                        52


<PAGE>



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

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

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

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

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

         SECTION 6.11.  Eligibility.  The  Indenture  Trustee shall at all times
satisfy the requirements of TIA Section 310(a).  The Indenture Trustee hereunder
shall at all times be a financial institution organized and doing business under
the laws of the United  States of America  or any state,  authorized  under such
laws to exercise corporate trust powers, whose long term unsecured debt is rated
at least Baa3 by Moody's  and shall have a combined  capital  and  surplus of at
least  $50,000,000  or shall be a member of a bank holding  system the aggregate
combined  capital and surplus of which is $50,000,000 and subject to supervision
or  examination  by  federal or state  authority,  provided  that the  Indenture
Trustee's separate capital and surplus shall at all times be at least the amount
required by Section  310(a)(2) of the TIA. If such Person  publishes  reports of
condition  at  least  annually,  pursuant  to law or to  the  requirements  of a
supervising or examining authority,  then for the purposes of this Section 6.11,
the  combined  capital  and  surplus  of such  Person  shall be deemed to be its
combined capital and surplus as set forth in its most recent report of condition
so  published.  In case at any  time the  Indenture  Trustee  shall  cease to be
eligible in accordance  with the  provisions of this Section 6.11, the Indenture
Trustee shall resign  immediately in the manner and with the effect specified in
Section  6.08.  The  Indenture  Trustee  shall  comply with TIA Section  310(b);
provided,  however,  that there  shall be  excluded  from the  operation  of TIA
Section  310(b)(1) any indenture or indentures  under which other  securities of
the Issuer are outstanding if the  requirements  for such exclusion set forth in
TIA Sections 310(b)(1) are met.

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

         SECTION 6.13.  Representations and Warranties of Indenture Trustee. The
Indenture Trustee hereby makes the following  representations  and warranties on
which the Issuer and Noteholders shall rely:

         (a) the Indenture  Trustee is a  corporation  duly  organized,  validly
existing and in good standing under the laws of its place of incorporation; and

         (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.

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         (c)  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,  except as such
enforceability  may be  limited  by  (i)  bankruptcy,  insolvency,  liquidation,
reorganization, moratorium, conservatorship,  receivership or other similar laws
now or hereinafter in effect relating to the enforcement of creditors' rights in
general,  as  such  laws  apply  in  the  event  of  a  bankruptcy,  insolvency,
liquidation,  reorganization,   moratorium,  conservatorship,   receivership  or
similar occurrence  affecting the Indenture Trustee, and (ii) general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding  in equity or at law) as well as  concepts  of  reasonableness,  good
faith and fair dealing.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.01. Issuer to Furnish Names and Addresses of Noteholders. The
Issuer will  furnish or cause to be furnished  to the  Indenture  Trustee or the
Servicer  (i) not more than five days after the  earlier of (1) each Record Date
and (2) three months  after the last Record  Date,  a list,  in such form as the
Indenture  Trustee may  reasonably  require,  of the names and  addresses of the
Noteholders as of such Record Date and (ii) at such other times as the Indenture
Trustee may request in  writing,  within 15 days after  receipt by the Issuer of
any such request,  a list of similar form and content as of a date not more than
ten 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 to the Indenture Trustee,  but shall be provided by the
Note Registrar to the Servicer,  upon request,  as provided above. The Indenture
Trustee or, if the Indenture Trustee is not the Note Registrar, the Issuer shall
furnish to the Insurer in writing at such times as the  Insurer  may  reasonably
request a copy of the list.

         SECTION  7.02.   Preservation   of   Information;   Communications   to
Noteholders.

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

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

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


                                                        55


<PAGE>



         SECTION 7.03.  Reports by Issuer.

         (a)      The Issuer shall:

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

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

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

         (b) Unless  the Issuer  otherwise  determines,  the fiscal  year of the
Issuer shall end on June 30 of each year.

         (c) Subject to Section 6.01, delivery of such reports,  information and
documents to the Indenture  Trustee is for  informational  purposes only and the
Indenture Trustee's receipt of such shall not constitute  constructive notice of
any information  contained  therein or determinable  from information  contained
therein,  including the Issuer's  compliance with any of its covenants hereunder
(as to which the Indenture  Trustee is entitled to conclusively rely exclusively
on Officer's Certificates).

         SECTION 7.04. Reports by Indenture  Trustee.  To the extent that any of
the events  described in TIA Section 313(a) shall have  occurred,  the Indenture
Trustee  shall,  within 60 days after each December 15 beginning  with the first
December  which is greater than three  months from the date hereof,  mail to the
Issuer,  the Insurer  and each  Noteholder  as required by TIA Section  313(c) a
brief report dated as of such date that  complies with TIA Section  313(a).  The
Indenture Trustee also shall comply with TIA Section 313(b).

                                  ARTICLE VIII

                               INTENTIONALLY BLANK

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<PAGE>



                                   ARTICLE IX

                  DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS

         SECTION 9.01.  Collection Account. The Issuer shall cause the Seller to
establish the Collection  Account with the Indenture Trustee or another Eligible
Bank as a segregated trust account in the name of the Indenture  Trustee for the
benefit of the Secured Parties.  The amounts in the Collection  Account shall be
invested in Eligible  Investments  that mature not later than the  Business  Day
prior to the next succeeding Payment Date and such Eligible Investments shall be
held to maturity.  The Indenture  Trustee (or its custodian)  shall (i) maintain
possession  of any  negotiable  instruments  or securities  evidencing  Eligible
Investments until the time of sale or maturity and each certificated security or
negotiable  instrument  evidencing an Eligible  Investment  shall be endorsed in
blank or to the  Indenture  Trustee or  registered  in the name of the Indenture
Trustee and (ii) cause any Eligible Investment  represented by an uncertificated
security to be registered in the name of the Indenture Trustee.

         SECTION  9.02.  Collections.  The  Indenture  Trustee  shall review the
Servicer's Certificate prepared by the Servicer immediately upon receipt thereof
pursuant to Section 8.09 of the Trust Agreement.

         For any Payment  Date on which there will not be  sufficient  Available
Funds to make the distributions required pursuant to Sections 9.04(a)(i) through
(vii),  the Indenture  Trustee shall withdraw or direct the Servicer to withdraw
from the Spread Account, to the extent of the Available Spread Amount, an amount
equal to such  deficiency  (after  consideration  of the adjustment  provided in
Section  9.04(b)(i)) and promptly deposit such amount in the Collection Account;
or, if the Notes shall have been  declared to be due and payable  under  Section
5.02 following an Event of Default, for any Payment Date on which there will not
be sufficient  Available Funds to make the  distributions  required  pursuant to
Sections  5.06(a)(i) through (vii), but excluding any distributions  required by
Section  5.06(a)(ii) and Sections 5.06(a) (iv) or (vi) in an amount in excess of
the amount,  if any,  required to reduce the  aggregate  Note Balances as of the
prior  Payment  Date  (after  giving  effect to any  distributions  on the prior
Payment Date) to the Pool Balance at the end of the related  Collection  Period,
the Indenture Trustee shall withdraw or direct the Servicer to withdraw from the
Spread Account, to the extent of the Available Spread Amount, an amount equal to
such deficiency and promptly deposit such amount in the Collection  Account.  In
either  case,  if such  deficiency  exceeds the  Available  Spread  Amount,  the
Indenture  Trustee  shall  notify  the  Insurer  of the  amount  of such  excess
deficiency.  To the extent the Insurer is required  pursuant to the terms of the
Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee,
Monthly  Interest and Monthly  Principal,  the Indenture  Trustee shall promptly
(and in any event not later than 1:00 p.m.,  New York City time, on the Business
Day  preceding  the Payment Date) deliver a Notice for Payment as defined in the
Policy (appropriately completed) to the Fiscal Agent with respect to the Policy.

         The Indenture Trustee shall,  immediately upon receipt,  deposit in the
Collection  Account any funds  received by the  Indenture  Trustee in respect of
funds drawn under the Policy from the Insurer.

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<PAGE>



         If the  Available  Funds for a  Payment  Date are  insufficient  to pay
current and past due Insurance  Premiums on the Policy,  or any amounts owing to
the Insurer pursuant to the Insurance Agreement  including,  without limitation,
reimbursements,  indemnities,  fees and expenses, plus accrued interest thereon,
to the  Insurer,  the  Servicer  shall  notify  the  Indenture  Trustee  of such
deficiency,  and the applicable Available Spread Amount, if any, then on deposit
in the  Spread  Account  (after  giving  effect to any  withdrawal  to satisfy a
deficiency in the Monthly Servicing Fee, Monthly Interest or Monthly  Principal,
other than  amounts  that would be  attributable  to the  Accelerated  Principal
Amount) shall be available to cover such deficiency.

         SECTION 9.03.  Purchase Amounts.  Pursuant to the Trust Agreement,  the
Servicer and the Seller have agreed to remit to the Collection Account not later
than the Determination  Date, the aggregate  Purchase Amount for such Collection
Period pursuant to Sections 7.02 and 8.07 of the Trust Agreement. Not later than
11:00 a.m. (New York City time) on the related  Payment Date the Servicer  shall
remit to the Collection  Account the aggregate  Optional  Disposition  Price for
Receivables  on such  Payment  Date  pursuant  to  Section  16.02  of the  Trust
Agreement.

         SECTION 9.04.  Distributions to Parties.

         (a) On each Payment Date (unless the Notes shall have been  declared to
be due and payable  under  Section  5.02  following  an Event of  Default),  the
Indenture  Trustee shall apply or cause to be applied the Available Funds in the
Collection  Account for the prior Collection  Period (plus any amounts withdrawn
from the Spread  Account or drawn on the Policy  pursuant to Section  9.02),  to
make the following payments in the listed order of priority:

                  (i)  Without  duplication,  an amount  equal to the sum of (y)
         Outstanding   Advances  on  all  Receivables   that  became   Defaulted
         Receivables  during the prior Collection  Period,  plus (z) Outstanding
         Advances which the Servicer determines to be unrecoverable  pursuant to
         Section 9.05 of the Trust Agreement, to the Servicer;

                  (ii) To the extent not previously distributed to the Servicer,
         the Monthly Servicing Fee, including any such overdue Monthly Servicing
         Fee, to the Servicer;

                  (iii) Class A Monthly Interest (including any overdue amounts)
         to the Class A Noteholders;

                  (iv) Class B Monthly Interest  (including any overdue amounts)
         to  the  Class  B  Noteholders,   except  that  such  payment  will  be
         subordinate to Monthly  Principal  payable to Class A Noteholders under
         clause (v) to the extent of  principal  in respect of a Final  Maturity
         Date  for a Class of Class A Notes  on any  Payment  Date on which  the
         amount of Available Funds, plus funds withdrawn from the Spread Account
         or drawn on the  Policy  will not be  sufficient  to fully pay the Note
         Balance of such Class of Class A Notes.

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<PAGE>



                  (v) Monthly  Principal  (including any overdue amounts) to the
         Class A Noteholders, in accordance with the Principal Payment Sequence;

                  (vi) Monthly Principal  (including any overdue amounts) to the
         Class B Noteholders in accordance with the Principal Payment Sequence;

                  (vii) The Insurance  Premium,  including any overdue Insurance
         Premium,  plus  accrued  interest  thereon at the rate  provided in the
         Insurance Agreement, to the Insurer;

                  (viii) The amount of Recoveries  of Advances,  to the Servicer
         (to the extent not  applied  pursuant  to (i) above on or prior to such
         Payment Date);

                  (ix) The aggregate  amount of all  unreimbursed  draws made on
         the Policy in respect of the Monthly  Servicing Fee,  Monthly  Interest
         and  Monthly  Principal  and any other  amounts  payable to the Insurer
         under the Insurance  Agreement,  plus accrued  interest  thereon at the
         rate provided in the Insurance Agreement, to the Insurer;

                  (x) The amount,  if any,  which is  necessary  to increase the
         amount on deposit in the Spread Account to $__________,  for deposit to
         the Spread Account;

                  (xi) To the extent of remaining  Available  Funds,  the unpaid
         portion,  if any, of the  Accelerated  Principal to the  Noteholders in
         accordance with the Principal Payment Sequence;

                  (xii) The  balance  for  deposit  in the Spread  Account.  The
         rights  of the  Certificateholder  to  receive  distributions  from the
         Spread Account are described in Sections 10.02(e) and (f).

         (b) (i) If on any Payment  Date  (other  than a Payment  Date after the
         Notes shall have been declared to be due and payable under Section 5.02
         following an Event of Default) there are not sufficient Available Funds
         to pay the distributions required by Section 9.04(a)(iii) through (vi),
         then (1) the amount of Monthly  Principal payable on such date shall be
         reduced by the lesser of (A) the amount of such  shortfall  and (B) the
         amount,  if any, by which the Note Balances as of the preceding Payment
         Date (after  giving  effect to all  payments of principal on such date)
         were less than the Pool Balance as of the end of the Collection  Period
         to  which  that  Payment  Date  relates  and  (2) if  there  remains  a
         shortfall,  the Available Funds  (together with amounts  withdrawn from
         the applicable  Spread Account and/or the Policy) payable under Section
         9.04(a)(iii)   through  (vi)  shall  be  allocated  first  to  Class  A
         Noteholders  pari passu for the  payment  of Class A Monthly  Interest,
         second to the Class A  Noteholders  pari  passu in  respect  of Class A
         Monthly Principal, third to the Class B Noteholders in respect of Class
         B Monthly  Interest and finally,  to the Class B Noteholders in respect
         of Class B Monthly Principal.  The amount of Monthly Interest allocated
         to Class A  Noteholders  shall be based upon the amount of interest due
         each Class of Class A

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<PAGE>



         Noteholders and the amount of Monthly Principal allocated to each Class
         of Class A  Noteholders  shall be based upon the  relative  Outstanding
         Note Balance of each Class of Class A Notes.

                  (ii)  Notwithstanding  the foregoing,  if on any Payment Date,
         the  Servicer  exercises  its  option  to  cause a  disposition  of the
         remaining  corpus of the Trust  pursuant to Section  16.02 of the Trust
         Agreement:  (a) the  Available  Funds and  amounts  withdrawn  from the
         Spread  Account  or drawn on the  Policy  in  respect  only of  Monthly
         Interest  and  Monthly   Principal  with  respect  to  the  immediately
         preceding  Payment Date as determined in accordance  with Sections 9.02
         and 9.04 shall be distributed to the  Noteholders on such Payment Date;
         (b) the Policy will not be  available  to pay any  shortfall of Monthly
         Interest or Monthly  Principal  after a prepayment of the Note Balances
         pursuant to this Section  9.04(b)(ii);  and (c) any  remaining  Pledged
         Assets (including all remaining Available Spread Amounts) shall be paid
         to the  Noteholders  on such Payment Date until the Note Balances shall
         have been  reduced  to zero.  Any  amounts in excess  thereof  shall be
         remitted to the Certificateholder pursuant to the Trust Agreement.

                  (iii) In making such payments the  Indenture  Trustee shall be
         entitled to rely (without investigation, confirmation or recalculation)
         upon all  information  and  calculations  contained  in the  Servicer's
         Certificate delivered to the Indenture Trustee pursuant to Section 8.09
         of the Trust Agreement.

                  (iv) All monthly  payments  shall be made by wire  transfer of
         immediately  available  funds  to  the  Noteholder  of  record  on  the
         preceding Record Date. Notwithstanding the foregoing, the final payment
         on the Notes shall be made only against  presentation  and surrender of
         the Notes at the  office or agency  then  maintained  by the  Indenture
         Trustee in accordance with Section 2.04 of this Indenture.

         (c) On each Payment Date, if the Servicer has reported to the Indenture
Trustee in the Servicer's  Certificate for any Collection Period that an Obligor
or an Obligor's  representative or successor  successfully shall have asserted a
claim or defense  under  bankruptcy  law or similar laws for the  protection  of
creditors  generally  (including the avoidance of a preferential  transfer under
bankruptcy  law)  that  results  in a  liability  to  such  Obligor  for  monies
previously  collected  and remitted to the  Indenture  Trustee and not otherwise
netted against collections pursuant to Section 9.02, the Indenture Trustee shall
make all  payments in respect of such  claims or defenses  out of the amounts on
deposit in the Collection  Account with respect to such Collection Period before
making the distributions required by paragraph (a) of this Section 9.04.

         (d) If the  Servicer has failed to provide the  Indenture  Trustee with
the notice  required  pursuant  to  Section  9.02,  the  Indenture  Trustee  may
calculate Monthly Interest and Monthly Principal and apply funds, if any, in the
Collection  Account  as of the  last  day of the  Collection  Period,  to make a
distribution of Monthly Interest and Monthly Principal to the Noteholders.

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<PAGE>



         SECTION  9.05.  Servicer  Advances.  The  Servicer  is required to make
certain  Advances  pursuant  to  Section  9.05 of the  Trust  Agreement.  If the
Servicer  shall  determine  that an  Outstanding  Advance  with  respect  to any
Receivable  shall  not  be  recoverable,  the  Servicer  shall  be  entitled  to
reimbursement from any collections made on other Receivables pursuant to Section
9.04(a)(i),  and Outstanding  Advances with respect to such Receivable  shall be
reduced accordingly.

         SECTION 9.06. Net Deposits. For so long as UAC is the Servicer, UAC (in
whatever  capacity)  may make the  remittances  with respect to any Payment Date
pursuant to Section 9.02 above,  net of amounts to be  distributed  to itself or
its  delegee  under  Section  13.06 of the  Trust  Agreement  (also in  whatever
capacity)  pursuant to Section 9.04,  if it determines  pursuant to Section 9.02
that  there  is  no  deficiency  in  Available  Funds  for  such  Payment  Date.
Nonetheless,  the Servicer shall account for all of the above described  amounts
as if such amounts were deposited and distributed.

         SECTION 9.07.  Intentionally Blank.

         SECTION 9.08.  Intentionally Blank.

         SECTION  9.09.  Payahead  Account.  The Servicer  shall  establish  the
Payahead Account with the Indenture Trustee or another Eligible Bank in the name
of the Indenture  Trustee on behalf of the Obligors and the Noteholders as their
interests may appear pursuant to Section 9.09 of the Trust Agreement. Investment
income or  interest  earned on the  Payahead  Account  shall be  remitted to the
Servicer at least  monthly,  or as  frequently  as the Servicer  may  reasonably
request.  On or prior to each Payment Date,  the Servicer  shall transfer or the
Indenture Trustee (as instructed in the Servicer's  Certificate)  shall transfer
(a)  from  the  Collection  Account  to the  Payahead  Account,  in  immediately
available funds, all Payaheads received by the Servicer and previously deposited
to the Collection  Account during the Collection  Period as described in Section
8.02(b)  of the  Trust  Agreement;  and (b) from  the  Payahead  Account  to the
Collection  Account,  in immediately  available  funds,  the aggregate amount of
previously  deposited  Payaheads to be applied to the related Scheduled Payments
on Precomputed  Receivables for the related Collection Period or prepayments for
the  related  Collection  Period,  pursuant  to  Section  8.02(b)  of the  Trust
Agreement, each in the amounts set forth in the Servicer's Certificate delivered
on the related  Determination  Date. A single, net transfer between the Payahead
Account and the  Collection  Account may be made.  Any amount  deposited  in any
Payahead  Account shall not constitute  Available  Funds under Section 9.02. Any
amount  deposited to the Collection  Account from a Payahead Account pursuant to
Section 9.09(b) shall be included in Available Funds under Section 9.02.

         SECTION 9.10.  Release of Pledged Assets.

         (a) Subject to the payment of its fees and expenses pursuant to Section
6.07,  the Indenture  Trustee may, and when  required by the  provisions of this
Indenture shall,  execute  instruments to release property from the lien of this
Indenture,  or convey the Indenture  Trustee's interest in the same, in a manner
and under circumstances that are not inconsistent with the

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<PAGE>



provisions of this  Indenture.  No party relying upon an instrument  executed by
the  Indenture  Trustee as provided in this Article  shall be bound to ascertain
the  Indenture  Trustee's  authority,  inquire  into  the  satisfaction  of  any
conditions precedent or see to the application of any monies.

         (b) The  Indenture  Trustee  shall,  at such time as there are no Notes
Outstanding and all sums due the Indenture  Trustee pursuant to Section 6.07 and
to the Insurer pursuant to the Insurance  Agreement have been paid,  release any
remaining  portion of the Pledged Assets 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 Collection Account, Spread Account and Payahead
Account.  The Indenture  Trustee  shall  release  property from the lien of this
Indenture  pursuant  to this  Section  9.10(b)  only upon  receipt  of an Issuer
Request accompanied by an Officer's  Certificate,  an Opinion of Counsel and (if
required by the TIA)  Independent  Certificates  in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 13.01.

         SECTION 9.11.  Opinion of Counsel.  The Indenture Trustee shall receive
at least seven  days'  notice  when  requested  by the Issuer to take any action
pursuant to Section 9.10(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
(and not at the expense of the Indenture  Trustee),  stating the legal effect of
any such  action,  outlining  the steps  required  to  complete  the  same,  and
concluding that all conditions  precedent to the taking of such action have been
complied  with and such  action will not  materially  and  adversely  impair the
security for the Notes or the rights of the Noteholders in  contravention of the
provisions of this Indenture;  provided,  however,  that such Opinion of Counsel
shall not be  required to express an opinion as to the fair value of the Pledged
Assets.  Counsel  rendering  any such  opinion  may  rely,  without  independent
investigation,  on the  accuracy  and  validity  of  any  certificate  or  other
instrument  delivered  to the  Indenture  Trustee  in  connection  with any such
action.

                                    ARTICLE X

                               CREDIT ENHANCEMENT

         SECTION 10.01. Subordination. The payment of Monthly Principal to Class
B Noteholders  shall be subordinated to the payment of Class A Monthly  Interest
and Class A Monthly  Principal  on any  Payment  Date and the payment of Class B
Monthly  Interest  shall be  subordinated  to the  payment  of  Class A  Monthly
Interest and Class A Monthly  Principal (i) to the extent of principal owed on a
Final Maturity Date of a Class of Class A Notes, (ii) after the Notes shall have
been  declared to be due and payable  under  Section 5.02  following an Event of
Default,  or (iii) if there is a shortfall of Available  Funds,  as described in
Section 9.04(b).

         SECTION 10.02.  Spread Account.

         (a) On or  prior to the  Closing  Date,  the  Indenture  Trustee  shall
establish and maintain a segregated trust account with the Indenture  Trustee or
in the corporate trust department of another

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Eligible  Bank referred to herein as the "Spread  Account."  The Spread  Account
shall be maintained in the name of the Indenture Trustee. The Spread Account and
any amounts on deposit  therein shall be part of the Pledged Assets and shall be
for the benefit of the Secured Parties, as their respective interests may appear
herein;  provided,  however,  that the interest of the Insurer  therein shall be
subordinated  to the interests of the  Noteholders  as provided  herein.  On the
Closing  Date,  UAC  Securitization  Corporation  shall  deposit  ______% of the
Original Pool Balance, or $__________, in the Spread Account.

         (b)  Funds on  deposit  in the  Spread  Account  shall be  invested  in
Eligible Investments in the same manner and subject to the same requirements and
limitations  as the investment of funds in the  Collection  Account  pursuant to
Section 9.01,  including the  limitation  that Eligible  Investments  mature not
later than the Business Day prior to the next succeeding Payment Date; provided,
however,  that no such limitation on the maturity of Eligible  Investments shall
apply if the Indenture  Trustee  obtains the benefit of a liquidity  facility or
similar  arrangement  from a  commercial  bank with an Approved  Rating or other
provider  approved in advance in writing by the  Insurer and the  Administrative
Agent, with respect to funds in the Spread Account (a "Spread Account Facility")
and  Standard & Poor's  and  Moody's  confirm in writing  that the rating of the
Notes will not be lowered or withdrawn as a result of  eliminating  or modifying
the limitation on the maturity of Eligible  Investments in respect of the Spread
Account. For purposes of determining the availability of funds or the balance in
the Spread Account for any reason under this Indenture,  investment  earnings on
such funds shall be deemed to be available or on deposit only to the extent that
the aggregate of such amounts, plus the funds on deposit in such Spread Account,
do not exceed the Required Spread Amount.

         (c) (i) If on any  Payment  Date  (other  than a Payment  Date after an
Event of Default shall have occurred and be continuing)  the amount of Available
Funds is insufficient to make the distributions  required by Sections 9.04(a)(i)
through  (vii)  (after  consideration  of the  adjustment  provided  in  Section
9.04(b)(i)),  the Indenture Trustee shall withdraw or cause to be withdrawn from
the Spread Account and deposited in the Collection Account the lesser of (x) the
entire  Available  Spread  Amount and (y) the amount  necessary  to make up such
deficiency to pay any  deficiency  in permitted  reimbursements  of  Outstanding
Advances  pursuant to Section  9.04(a)(i),  the Monthly  Servicing Fee,  Monthly
Interest and Monthly Principal (prior to making any draw on the Policy),  all as
provided in Sections 9.02 and 9.04 and the Policy.

                  (ii)  Alternatively,  if on any Payment Date after an Event of
Default the amount of Available Funds is insufficient to make the  distributions
required by Sections  5.06(a)(i)  through (vii), but excluding any distributions
required by Section  5.06(a)(ii) and Sections  5.06(a) (iv) or (vi) in an amount
in excess of the amount,  if any, required to reduce the aggregate Note Balances
as of the prior Payment Date (after giving  effect to any  distributions  on the
prior  Payment  Date) to the Pool  Balance at the end of the related  Collection
Period,  the Indenture  Trustee shall withdraw or cause to be withdrawn from the
Spread  Account and  deposited in the  Collection  Account the lesser of (x) the
entire  Available  Spread  Amount and (y) the amount  necessary  to make up such
deficiency to pay any  deficiency  in permitted  reimbursements  of  Outstanding
Advances pursuant to Section

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5.06(a)(i),  the Monthly  Servicing Fee, Monthly Interest and Monthly  Principal
(prior to making any draw on the Policy),  all as provided in Sections  5.06 and
9.02 and the Policy.

         (d) On each Payment Date, all  distributions  made pursuant to Sections
9.04(a)(x),  9.04(a)(xii) or  5.06(a)(viii),  as applicable,  shall be deposited
into the Spread Account.

         (e) If the amount on deposit in the Spread Account, after giving effect
to the distributions set forth in Section 9.04 (including,  without  limitation,
payment of amounts due and owing to the  Insurer) is greater  than the  Required
Spread  Amount on such Payment Date (after  giving  effect to the payment of the
Accelerated Principal Amount), the amount of such excess shall be distributed by
the Indenture Trustee to the Owner Trustee, or as the Owner Trustee shall direct
in writing in  accordance  with the Trust  Agreement  to the  Certificateholder.
Amounts properly distributed to the Owner Trustee or Certificateholder  pursuant
to this Section,  either directly  without deposit in the Spread Account or from
excess amounts in the Spread Account shall be deemed  released from the security
interest of the Indenture Trustee on behalf of the Secured Parties.

         (f) The  Servicer is permitted  to purchase  the  Receivables  from the
Issuer when the Note  Balances  have been  reduced to 10% or less of the Initial
Note Balances  pursuant to Section 16.02 of the Trust Agreement.  Upon discharge
and satisfaction of this Indenture  pursuant to Section 4.01,  amounts remaining
in the  Spread  Account,  after  payment  of any  amounts  due and  owing to the
Noteholders and to the Insurer, shall be distributed by the Indenture Trustee to
the Owner Trustee,  or as the Owner Trustee shall direct in accordance  with the
Trust Agreement to the Certificateholder,  and such amounts shall not be subject
to any claims or rights of any Noteholder.

         SECTION 10.03.  Policy.

         (a) The  Insurer is  required  under the terms of the Policy to pay the
Monthly  Servicing Fee, Monthly Interest and Monthly  Principal up to the Policy
Amount in the event of any  deficiency  of  Available  Funds to pay such amounts
(after permitted  reimbursements of related Outstanding Advances) not covered by
amounts  withdrawn from the Spread  Account,  as determined  pursuant to Section
9.02, to the Indenture Trustee for credit to the Collection Account on the later
of (a) 12:00 noon,  New York City time,  on the Payment Date and (b) 12:00 noon,
New York City time, on the Business Day immediately  succeeding  presentation to
the Fiscal Agent of the  Indenture  Trustee's  demand  therefor.  Any demand for
payment  pursuant  to Section  9.02 to the Fiscal  Agent  received by the Fiscal
Agent on a Business Day after 1:00 p.m.,  New York City time, or on any day that
is not a Business Day, will be deemed to be received by the Fiscal Agent at 9:00
a.m.,  New  York  City  time,  on the next  Business  Day.  Notwithstanding  the
foregoing, on a Redemption Date, the obligations of the Insurer under the Policy
shall be limited in accordance with Section  9.04(b)(ii).  The Indenture Trustee
hereby  agrees  on  behalf  of the  Noteholders  (and  each  Noteholder,  by its
acceptance of its Notes,  hereby agrees) for the benefit of the Insurer that the
Indenture Trustee shall recognize that to the extent the Insurer makes a payment
under the  Policy,  either  directly  or  indirectly  (as by paying  through the
Indenture  Trustee),  to the  Noteholders,  the  Insurer  will be entitled to be
subrogated to the rights of the Noteholders to the extent of such payments under
the

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Policy.  Any rights of  subrogation  acquired  by the Insurer as a result of any
payment made under the Policy shall, in all respects,  be subordinate and junior
in right of payment to the prior indefeasible payment in full of all amounts due
the  Indenture  Trustee on account of payments  due under the Notes  pursuant to
Section 9.04 hereof.

         (b) The Insurer shall pay any Preference Amounts,  but only after there
shall have been  delivered to the Insurer (x) a certified  copy of a final order
of the court exercising  jurisdiction in the Insolvency Proceeding to the effect
that the  Indenture  Trustee is required  to return any such  payment or portion
thereof prior to the  Termination  Date (as defined in the Policy) of the Policy
because  such  payment was voided under  applicable  law,  with respect to which
order the appeal  period has  expired  without an appeal  having been filed (the
"Final  Order"),  (y) an  assignment,  in the form of  Exhibit D to the  Policy,
irrevocably  assigning  to the Insurer  all rights and claims of such  Indenture
Trustee  relating to or arising under such Avoided  Payment and (z) a Notice for
Payment  in the form of  Exhibit A to the  Policy  appropriately  completed  and
executed by the  Indenture  Trustee.  Such  payment  shall be  disbursed  to the
receiver,  conservator,  debtor-in-possession  or trustee in bankruptcy named in
the Final Order and not to the Indenture Trustee directly.

         The  Indenture  Trustee,  for itself and on behalf of the  Noteholders,
agrees  that  the  Insurer  may at  any  time  during  the  continuation  of any
proceeding  relating to a Final Order direct all matters  relating to such Final
Order, including,  without limitation,  the direction of any appeal of any order
relating  to such Final  Order and the  posting of any  surety,  supersedeas  or
performance bond pending any such appeal. In addition and without  limitation of
the foregoing,  the Insurer shall be  subrogated,  to the extent of amounts paid
under the Policy,  to the rights of UAC, the Servicer,  the Seller,  the Issuer,
the  Indenture  Trustee and the  Noteholders  in the  conduct of any  preference
claim, including, without limitation, all rights of any party to any adversarial
proceeding or action with respect to any court order issued in  connection  with
any such preference claim.

                                   ARTICLE XI

                             SUPPLEMENTAL INDENTURES

         SECTION 11.01.  Supplemental Indentures Without Consent of Noteholders.

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

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

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<PAGE>



         property  subject or required to be  subjected  to the lien  created by
         this  Indenture,  or to subject to the lien  created by this  Indenture
         additional property;

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

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

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

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

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

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

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

         (b) The Issuer and the Indenture Trustee,  when authorized by an Issuer
Order,  may,  also  without the consent of any of the  Noteholders  but with the
consent of the Insurer and with prior notice to each Rating  Agency,  enter into
an indenture  or  indentures  supplemental  hereto for the purpose of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture or of modifying in any manner the rights of the  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.

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<PAGE>



         SECTION 11.02.  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 each Rating  Agency,  with the consent of
the  Insurer  and with the consent of the Holders of not less than a majority of
the Outstanding  Note Balances,  by Act of such Holders  delivered to the Issuer
and the Indenture  Trustee,  enter into an indenture or indentures  supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating  any of the  provisions  of, this  Indenture  or of modifying in any
manner the rights of the Noteholders  under this Indenture;  provided,  however,
that, subject to the express rights of the Insurer under the Basic Documents, no
such  supplemental  indenture  shall,  without the consent of the Holder of each
Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof, the
         interest rate thereon or the Redemption Price with respect thereto,  or
         change any place of payment  where,  or the coin or  currency in which,
         any Note or the interest thereon is payable;

                  (ii) 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 Five, 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);

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

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

                  (v) reduce the  percentage  of the Note Balances of the Notes,
         the consent of the Holders of which is required to direct the Indenture
         Trustee to sell or  liquidate  the Pledged  Assets  pursuant to Section
         5.04;

                  (vi) decrease the percentage of the Note Balances of the Notes
         required to amend this Indenture or the other Basic Documents; or

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

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<PAGE>



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

         (c) It shall not be  necessary  for any act of  Noteholders  under this
Section to approve the particular form of any proposed  supplemental  indenture,
but it shall be sufficient if such act shall approve the substance thereof.

         (d)  Promptly  after  the  execution  by  the  parties  hereto  of  any
supplemental  indenture  pursuant to this Section,  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 11.03. Execution of Supplemental  Indentures.  In executing, or
permitting  the  additional  trusts  created  by,  any  supplemental   indenture
permitted by this Article or the modifications  thereby of the trusts created by
this Indenture,  the Indenture Trustee shall be entitled to receive, and subject
to Sections  6.01 and 6.02 shall be fully  protected in relying upon, an Opinion
of  Counsel  stating  that  the  execution  of such  supplemental  indenture  is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's own rights,  duties,  liabilities or immunities  under this
Indenture or otherwise.

         SECTION 11.04. Effect of Supplemental Indenture.  Upon the execution of
any supplemental  indenture  pursuant to the provisions  hereof,  this Indenture
shall be and shall be deemed to be modified and amended in accordance  therewith
with  respect  to  the  Notes  affected  thereby,  and  the  respective  rights,
limitations of rights,  obligations,  duties,  liabilities and immunities  under
this Indenture of the parties  hereto 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 11.05.  Conformity With Trust Indenture Act. Every amendment of
this  Indenture  and every  supplemental  indenture  executed  pursuant  to this
Article shall conform to the  requirements of the Trust Indenture Act as then in
effect  so long as this  Indenture  shall  then be  qualified  under  the  Trust
Indenture Act.

         SECTION 11.06.  Reference in Notes to  Supplemental  Indentures.  Notes
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to this Article 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

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<PAGE>



shall so determine,  new notes so modified as to conform,  in the opinion of the
Indenture  Trustee and the Issuer,  to any such  supplemental  indenture  may be
prepared  and  executed by the Issuer and  authenticated  and  delivered  by the
Indenture Trustee in exchange for Outstanding Notes.

                                   ARTICLE XII

                               REDEMPTION OF NOTES

         SECTION 12.01. Redemption. In the event that the Servicer exercises its
right to  require  disposition  of the corpus of the Trust  pursuant  to Section
16.02 of the Trust Agreement,  the Notes are subject to redemption in whole, but
not in part, on the Payment Date on which such repurchase occurs, for a purchase
price equal to the  Redemption  Price;  provided,  however,  that the Issuer has
available  funds  sufficient to pay the  Redemption  Price.  The Servicer or the
Issuer  shall  furnish  the  Insurer  and  each  Rating  Agency  notice  of such
redemption.  If the Notes are to be redeemed pursuant to this Section 12.01, the
Servicer or the Issuer shall  furnish  notice of such  election to the Indenture
Trustee not later than ten (10) days prior to the Redemption Date and the Issuer
shall  deposit  with  the  Indenture  Trustee  in  the  Collection  Account  the
Redemption  Price of the Notes to be redeemed  whereupon all such Notes shall be
due and payable on the Redemption Date upon the furnishing of a notice complying
with Section 12.02 to each Holder of the Notes.

         SECTION 12.02.  Form of Redemption  Notice.  Notice of redemption under
Section  12.01  shall be given by the  Indenture  Trustee by  first-class  mail,
postage  prepaid,  mailed  not less  than  five  days  prior  to the  applicable
Redemption  Date to each  Holder of Notes,  as of the close of  business  on the
Record Date preceding the applicable  Redemption  Date, at such Holder's address
appearing in the Note Register. In addition,  the Administrator shall notify the
Insurer  and the  Rating  Agencies  upon the  redemption  of any Class of Notes,
pursuant to Section 2.07(b) of this Indenture.

         All notices of redemption shall state:

                  (i)      the Redemption Date;

                  (ii)     the Redemption Price;

                  (iii)    CUSIP Numbers; and

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

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

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<PAGE>



         SECTION 12.03.  Notes Payable on Redemption Date. The Notes or portions
thereof  to be  redeemed  shall,  following  notice  of  redemption  (if any) as
required by Section 12.02,  on the Redemption Date become due and payable at the
Redemption  Price and  (unless  the Issuer  shall  default in the payment of the
Redemption  Price) no  interest  shall  accrue on the  Redemption  Price for any
period after the date to which accrued  interest is  calculated  for purposes of
calculating the Redemption Price.

                                  ARTICLE XIII

                                  MISCELLANEOUS

         SECTION 13.01.  Compliance Certificates and Opinions, etc.

         (a) Upon any  application  or request  by the  Issuer to the  Indenture
Trustee to take any action  under any  provision of this  Indenture,  the Issuer
shall furnish to the Indenture Trustee (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent,  if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public  accountants  meeting the applicable  requirements of
this  Section  and  TIA  Sections  314(c)  and  314(d)(1).  Notwithstanding  the
foregoing,  in the case of any  such  application  or  request  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

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<PAGE>



         (b) (i) Prior to the deposit of any Pledged Assets or other property or
         securities with the Indenture  Trustee that is to be made the basis for
         the  release  of any  property  subject  to the  lien  created  by this
         Indenture,  the Issuer shall, in addition to any obligation  imposed in
         Section  13.01(a)  or  elsewhere  in  this  Indenture,  furnish  to the
         Indenture Trustee and the Insurer an Officer's  Certificate  certifying
         or  stating  the  opinion  of the  signer  thereof as to the fair value
         (within 90 days of such deposit) to the Issuer of the Pledged Assets or
         other property or securities to be so deposited.

                  (ii)  Whenever  the  Issuer  is  required  to  furnish  to the
         Indenture Trustee and the Insurer an Officer's  Certificate  certifying
         or  stating  the  opinion  of any  signer  thereof  as to  the  matters
         described  in clause (i) above,  the Issuer  shall also  deliver to the
         Indenture Trustee and the Insurer an Independent  Certificate as to the
         named matters, if the fair value to the Issuer of the property to be so
         deposited  and of all other  such  property  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  Officer's  Certificates
         delivered  pursuant to clause (i) above and this clause (ii), is 10% or
         more of the Note Balances,  but such Officer's  Certificate need not be
         furnished with respect to any property so deposited,  if the fair value
         thereof to the Issuer as set forth in the related Officer's Certificate
         is less than $25,000 or less than one percent of the Note Balances.

                  (iii)  Whenever any property or securities  are to be released
         from the lien created by this Indenture,  the Issuer shall also furnish
         to the  Indenture  Trustee  and the  Insurer 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  created by this Indenture in  contravention of the provisions
         hereof.

                  (iv)  Whenever  the  Issuer  is  required  to  furnish  to the
         Indenture Trustee and the Insurer an Officer's  Certificate  certifying
         or  stating  the  opinion  of any  signer  thereof  as to  the  matters
         described in clause  (iii) above,  the Issuer shall also furnish to the
         Indenture Trustee and the Insurer an Independent  Certificate as to the
         same matters if the fair value of the property or securities and of all
         other  property or  securities  released  from the lien created by this
         Indenture  since the  commencement  of the then current fiscal year, as
         set forth in the Officer's  Certificate  required by clause (iii) above
         and this clause  (iv),  equals 10% or more of the Note  Balances of the
         Notes, but such Officer's 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 Note Balances of the Notes.

         SECTION 13.02.  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

                                                        71


<PAGE>



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 or the  Issuer,  stating  that the  information  with
respect to such factual matters is in the possession of the Servicer, the Seller
or the  Issuer,  unless such  officer or 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 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 Six.

         SECTION 13.03.  Acts of Noteholders.
                         -------------------

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

                                                        72


<PAGE>



         (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 and the
record date applicable to any solicitation  for an Act of the Noteholders  shall
comply with Section 3.16(c) of the TIA.

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

         SECTION 13.04. Notices, etc., to Indenture Trustee, Issuer, Insurer and
Rating Agencies.

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

                  (i) the Indenture  Trustee by any Noteholder or by the Issuer,
         it shall be  sufficient  for every  purpose  hereunder  if in  writing,
         personally delivered,  sent by facsimile  transmission and confirmed or
         mailed by overnight  service,  to or with the Indenture  Trustee at its
         Corporate Trust Office;

                  (ii) the Issuer by the Indenture Trustee or by any Noteholder,
         it shall be  sufficient  for every  purpose  hereunder  if in  writing,
         personally delivered,  sent by facsimile  transmission and confirmed or
         mailed  by  overnight  service,  to  the  Issuer  addressed  to:  UACSC
         __________,  in  care  of  ________________________________,  as  Owner
         Trustee,  _________________________________________________________  or
         at any other address  furnished in writing to the Indenture  Trustee by
         the Issuer; or

               (iii) the  Insurer by the  Issuer or the  Indenture  Trustee,  it
          shall  be  sufficient  for  any  purpose   hereunder  if  in  writing,
          personally delivered,  sent by facsimile transmission and confirmed or
          mailed  by   overnight   service,   to  the  Insurer   addressed   to:
          ___________________________________________________________.

         (b)  any  Notices  delivered  to the  Issuer  hereunder  shall  also be
delivered  (by the same means) to the Servicer and the  Administrator  c/o Union
Acceptance Corporation, 250 North Shadeland Avenue, Indianapolis, Indiana 46219,
Attention: Melanie S. Otto, facsimile (317) 231- 7926.

                                                        73


<PAGE>



         (c) Notices  required to be given to the Rating Agencies by the Issuer,
the  Indenture  Trustee or the Owner  Trustee  shall be in  writing,  personally
delivered,  sent by facsimile  transmission and confirmed or mailed by overnight
service,  to (i) in the  case of  Moody's,  at the  following  address:  Moody's
Investors Service, Inc., ABS Monitoring Department,  99 Church Street, New York,
New York  10007  and (ii) in the case of  Standard  & Poor's,  at the  following
address:  Standard & Poor's  Ratings  Services,  a division  of the  McGraw-Hill
Companies,  Inc., 55 Water Street (40th Floor),  New York, New York  10041-0003,
Attention:  Structured  Finance/Asset Backed Surveillance  Department;  or as to
each of the  foregoing,  at such other address as shall be designated by written
notice to the other parties.

         SECTION 13.05.  Notices to Noteholders; Waiver.

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

         (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 to  Noteholders  when such notice is required to be
given  pursuant to any  provision of this  Indenture,  then any manner of giving
such notice as shall be satisfactory to the Indenture Trustee shall be deemed to
be a sufficient giving of such notice.

         (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 a Default or
Event of Default.

         SECTION 13.06. Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary,  the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment,  or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is  different  from the methods  provided  for in this  Indenture  for such
payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of
each such

                                                        74


<PAGE>



agreement and the Indenture  Trustee will cause  payments to be made and notices
to be given in accordance with such agreements.

         SECTION 13.07.  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 Trust Indenture Act, 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  13.08.  Effect of Headings and Table of Contents.  The Article
and Section  headings herein and the Table of Contents are for convenience  only
and shall not affect the construction hereof.

         SECTION 13.09.  Successors and Assigns. All covenants and agreements in
this  Indenture  and the  Notes by the  Issuer  shall  bind its  successors  and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents.

         SECTION 13.10. Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable,  the validity, legality
and enforceability of the remaining  provisions shall not in any way be affected
or impaired thereby.

         SECTION  13.11.  Benefits of Indenture.  The Insurer and its successors
and  assigns  shall  be  third-party  beneficiaries  to the  provisions  of this
Indenture,  and  shall be  entitled  to rely  upon  and  directly  enforce  such
provisions of this  Indenture so long as no Insurer  Default shall have occurred
and be continuing.  The Owner Trustee shall be a third-party  beneficiary to the
provisions of this Indenture  with respect to fees,  expenses and indemnity upon
and following the  occurrence of an Event of Default.  Nothing in this Indenture
or in the Notes,  express or implied,  shall give to any Person,  other than the
parties hereto and their  successors  hereunder,  and the  Noteholders,  and any
other party secured  hereunder,  and any other Person with an ownership interest
in any part of the Pledged Assets,  any benefit or any legal or equitable right,
remedy or claim under this Indenture. The Insurer may disclaim any of its rights
and powers under this Indenture,  but not its duties and  obligations  under the
Policy, upon delivery of a written notice to the Indenture Trustee.

         SECTION 13.12. Legal Holidays.  In any case where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

                                                        75


<PAGE>



         SECTION  13.13.  Governing  Law. This  Indenture  shall be construed in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflict of laws principles thereof,  and the obligations,  rights, and remedies
of the parties under this Indenture  shall be determined in accordance with such
laws.

         SECTION 13.14. Counterparts.  This Indenture may be executed in several
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute but one and the same instrument.

         SECTION 13.15. 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 and the  Insurer) 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 13.16. Trust Obligation.  No recourse may be taken, directly or
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered in connection  herewith or therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director,  employee  or agent  of the  Indenture
Trustee or the Owner Trustee in its individual  capacity,  or of any holder of a
beneficial  interest  in  the  Issuer,  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
capacities)  and except that any such  partner,  owner or  beneficiary  shall be
fully  liable,  to the  extent  provided  by  applicable  law,  for  any  unpaid
consideration  for  stock,  unpaid  capital  contribution  or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder,  the Owner
Trustee  shall be subject  to, and  entitled to the  benefits  of, the terms and
provisions of Articles Six, Seven and Eight of the Trust Agreement.

         SECTION 13.17. No Petition.  The parties hereto,  by entering into this
Indenture, and each Noteholder,  by accepting a Note or a beneficial interest in
a Note,  hereby  covenant  and agree  that  they will not at any time  institute
against the Seller or the Issuer, or join in any institution  against the Seller
or the Issuer of, any  bankruptcy,  reorganization,  arrangement,  insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
state  bankruptcy or similar law in connection with any obligations  relating to
the Notes, this Indenture or any of the other Basic Documents.

         SECTION 13.18. Inspection.  The Issuer agrees that, on reasonable prior
notice,  it will permit any  representative  of the Indenture  Trustee or of the
Insurer,  during the Issuer's normal business hours, to examine all the books of
account, records, reports and other papers of the Issuer,

                                                        76


<PAGE>



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 and the Insurer shall and shall
cause  their  respective   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 or the Insurer may  reasonably  determine
that such disclosure is consistent with its obligations hereunder.

         SECTION   13.19.    Limitation   of   Liability   of   Owner   Trustee.
Notwithstanding  anything contained herein to the contrary,  this instrument has
been  countersigned  by the Owner  Trustee not in its  individual  capacity  but
solely in its capacity as Owner  Trustee of the Issuer and in no event shall the
Owner Trustee in its individual  capacity or any beneficial  owner of the Issuer
have any liability for the representations, warranties, covenants, agreements or
other obligations of the Issuer hereunder,  as to all of which recourse shall be
had solely to the assets of the Issuer.  For all purposes of this Indenture,  in
the performance of any duties or obligations of the Issuer hereunder,  the Owner
Trustee  shall be subject  to, and  entitled to the  benefits  of, the terms and
provisions of Articles Seven, Eight, Ten, Twelve, Thirteen, Fourteen and Fifteen
of the Trust Agreement.

         SECTION 13.20.  Certain  Matters  Regarding the Insurer.  So long as an
Insurer  Default  shall not have occurred and be  continuing,  the Insurer shall
have the right to  exercise  all  rights,  including  voting  rights,  which the
Noteholders  or  Certificateholders  are  entitled to exercise  pursuant to this
Indenture,  without  any  consent  of such  Noteholders  or  Certificateholders;
provided,   however,   that   without  the  consent  of  each   Noteholder   and
Certificateholder  affected thereby,  the Insurer shall not exercise such rights
to amend this  Indenture  in any manner  that would (i) reduce the amount of, or
delay the timing of, collections of payments on the Receivables or distributions
which are required to be made on any Note or Certificate,  (ii) adversely affect
in  any  material  respect  the  interests  of  the  Holders  of  any  Notes  or
Certificates,  or (iii)  alter the rights of any such  Holder to consent to such
amendment.

         Notwithstanding any provision in this Indenture to the contrary, in the
event an Insurer  Default  shall have  occurred and be  continuing,  the Insurer
shall not have the right to take any action  under this  Indenture or to control
or direct the actions of the Trust,  the Seller,  the  Indenture  Trustee or the
Owner Trustee pursuant to the terms of this Indenture,  nor shall the consent of
the Insurer be required with respect to any action (or waiver of a right to take
action) to be taken by the Trust, the Seller, the Indenture  Trustee,  the Owner
Trustee or the Noteholders or the Certificateholders; provided, that the consent
of the Insurer  shall be required at all times with respect to any  amendment of
this Indenture.

                          [next page is signature page]


                                                        77


<PAGE>



         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and delivered as of the day and year first above written.

                        UACSC __________ OWNER TRUST

                        By _____________________________________, not
                        in its individual capacity but solely on behalf of the
                        Issuer as Owner Trustee under the Trust Agreement


                        By:
                                     Name:
                                     Title:


                        -----------------------------------,
                          not in its individual capacity but solely as
                          Indenture Trustee

                        By:
                                   Name:
                                   Title:



                                                        78


<PAGE>



                                                                      Schedule A
                                                                to the Indenture

                              DEPOSITORY AGREEMENT


                                                        79


<PAGE>



                                                                     EXHIBIT A-1

                            [FORM OF CLASS A-1 NOTE]


PRINCIPAL  IN  RESPECT  OF THIS  CLASS  A-1 NOTE IS  DISTRIBUTABLE  AS SET FORTH
HEREIN.  ACCORDINGLY,  THE UNPAID  PRINCIPAL  AMOUNT OF THE FRACTIONAL  INTEREST
EVIDENCED HEREBY AT ANY TIME MAY BE LESS THAN THE ORIGINAL  PRINCIPAL AMOUNT SET
FORTH HEREIN.

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

PRINCIPAL IN RESPECT OF THIS NOTE IS PAYABLE AS SET FORTH HEREIN.


                          UACSC __________ OWNER TRUST
               ______% CLASS A-1 AUTOMOBILE RECEIVABLE BACKED NOTE

         Evidencing  the  indebtedness  of the UACSC  __________  Owner Trust, a
         Delaware  business  trust,  secured by the Pledged  Assets,  as defined
         below,  including a pool of simple and precomputed interest installment
         loan and security agreements and installment sales contracts secured by
         new and used automobiles, light trucks and vans.

         (This  Note  does  not  represent  an  interest  in UAC  Securitization
         Corporation  nor an interest in or obligation of any of its affiliates.
         Neither this Note nor the underlying Receivables, as defined below, are
         insured or guaranteed by any government agency).

NUMBER 1                                                             $__________
                                                                CUSIP __________

         UACSC  __________  Owner Trust, a Delaware  business  trust,  for value
received, hereby promises to pay to the order of [__________] (the "Noteholder")
or  its  registered  assigns,   the  principal  sum  of   ______________________
($__________), which amount shall be payable in the amounts and at the times set
forth in the Indenture  dated as of __________  (the  "Indenture";  such term to
include any amendment, restatement,  supplement or other modification thereof or
thereto); provided, however, that the entire unpaid amount of this Note shall be
due and payable on or before

                                                        80


<PAGE>



__________.  However, principal with respect to the Notes may be paid earlier or
later under certain limited  circumstances under the Indenture.  The Issuer will
pay interest on this Note at the Class A-1 Interest Rate. Such interest shall be
payable in the manner and at the times set forth in the Indenture. To the extent
not  otherwise  defined  herein,  the  capitalized  terms used  herein  have the
meanings  assigned to them in the  Indenture.  This Note is issued  under and is
subject to the terms, provisions,  and conditions of the Indenture, to which the
holder of this Note by virtue of the acceptance hereof assents and by which such
holder is bound.

         This Note is secured by the Pledged Assets.  The Pledged Assets consist
of a pool of simple and  precomputed  interest loan and security  agreements and
installment sales contracts for new and used automobiles, light trucks, vans and
van conversions (the "Receivables"), all monies paid thereon, and all monies due
thereon,  including  Accrued Interest (but excluding Accrued Interest paid on or
prior to the Closing Date with respect to such Receivables),  security interests
in the  vehicles  financed  thereby,  certain  bank  accounts  and the  proceeds
thereof,  all  documents  contained in the  Receivable  Files,  any  Liquidation
Proceeds,  any  rights of the  Issuer in  proceeds  from  claims or  refunds  of
premiums on physical damage,  lender's single interest,  credit life, disability
and  hospitalization  insurance  policies,  if any,  covering  vehicles financed
thereby and the obligors  thereunder,  the interest of the Issuer in recourse to
dealers  relating  to certain of the  Receivables,  the  proceeds  of all of the
foregoing and the proceeds of amounts on deposit from time to time in the Spread
Account  for the  benefit of the  Noteholder,  the Policy for the benefit of the
Noteholder  and certain other rights under the Purchase  Agreement and the Trust
and Servicing Agreement.

         Under the Indenture, the Issuer will pay, on the eighth calendar day of
each  month,  or if such day is not a Business  Day, on the first  Business  Day
thereafter (the "Payment  Date"),  commencing  __________ to the person in whose
name this Note is registered on the related  Record Date, the portion of Monthly
Interest and Monthly  Principal to which the Noteholder is entitled  pursuant to
the Indenture.

         Payments  on this Note will be made by the  Indenture  Trustee  by wire
transfer  through the facilities of the Depository Trust Company if this note is
held by Cede & Co. and otherwise by check mailed to the Person entitled  thereto
without the presentation or surrender of this Note or the making of any notation
hereon.  Except as otherwise provided in the Indenture and  notwithstanding  the
above,  the final payment on this Note will be made only upon  presentation  and
surrender  of this Note at the office or agency  maintained  for that purpose by
the Indenture Trustee.

         The Note  constitutes  an  obligation  of the Issuer  only and does not
represent  an interest in the Issuer nor an  interest  in or  obligation  of any
affiliate  of the Issuer,  including  UAC  Securitization  Corporation  or Union
Acceptance  Corporation.  The Note is  limited  in right of  payment  to certain
collections and recoveries respecting the Receivables,  all as more specifically
set forth in the Indenture.  In addition to the Class A-1 Notes,  the Issuer has
also issued Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B Notes.
The  Class B Notes are  subordinated  to the  Class A Notes as  provided  in the
Indenture.  The Indenture  provides for certain amounts to be deposited into the
Spread  Account.  In the event amounts  available for withdrawal from the Spread
Account are

                                                        81


<PAGE>



insufficient  to make payments  relating to this Note and the other notes issued
by the Issuer,  the  Indenture  Trustee will draw on the Policy up to the Policy
Amount to pay such deficiency.

         The Indenture permits,  with certain  exceptions therein provided,  the
amendment  thereof and the  modification  of the rights and  obligations  of the
Issuer and the rights of the  Noteholder  under the Indenture at any time by the
Issuer and the Indenture  Trustee with the consent of the  Noteholder.  Any such
consent  by the  holder of this Note  shall be  conclusive  and  binding  on the
Noteholder.

         This Note is  transferrable  solely in accordance  with Section 2.04 of
the Indenture.

         The obligations and  responsibilities  to the Noteholder created by the
Indenture  shall  terminate  upon the payment to the  Noteholder  of all amounts
required to be paid to it pursuant to the  Indenture.  The  Servicer  may at its
option cause the Indenture  Trustee to sell the Pledged Assets at a price not to
be less than the price  specified in the Trust  Agreement,  and such sale of the
Receivables and other property may effect early retirement of the Note.

         Although this Note summarizes certain provisions of the Indenture, this
Note does not purport to summarize  the  Indenture  and reference is made to the
Indenture  for  information  with respect to the  interests,  rights,  benefits,
obligations,  proceeds and duties  evidenced  hereby and the rights,  duties and
obligations  of the  Indenture  Trustee.  In the event of any  inconsistency  or
conflict  between  the terms of this Note and the  terms of the  Indenture,  the
terms of the Indenture shall control.

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

                                                        82


<PAGE>



         IN  WITNESS  WHEREOF,  the  Issuer  has  caused  this  Note  to be duly
executed.

Dated: __________

                                  UACSC __________ OWNER TRUST
                                  By _______________________________,
                                  not in its individual capacity but solely as
                                  Owner Trustee

                                  By
                                           Name:
                                           Title:





                          CERTIFICATE OF AUTHENTICATION

                                This is the Note
                       referred to in the within-mentioned
                                   Indenture.


                                 --------------------------------,
                                 solely in its capacity as Indenture Trustee,



                                 By
                                          Name:
                                          Title:

Dated:    __________




                                                        83


<PAGE>


                                   ASSIGNMENT

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

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

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


--------------------------------------------------------------------------------
the within Note and all rights thereunder,  and hereby  irrevocably  constitutes
and appoints,




_______________________________________________________________________attorney,
to  transfer  said Note on the books kept for  registration  thereof,  with full
power of substitution in the premises.

Dated:_________________



                                   Signature Guaranteed:

                                                                               *
                            ----------------------------------------------------

* NOTICE:  The signature to this assignment must correspond with the name of the
registered  owner  as it  appears  on the  face  of the  within  Note  in  every
particular,  without  alteration,  enlargement  or  any  change  whatever.  Such
signature must be guaranteed by an "eligible guarantor  institution" meeting the
requirements of the Note Registrar,  which  requirements  include  membership or
participation  in STAMP or such other  "signature  guarantee  program" as may be
determined by the Note Registrar in addition to, or in substitution  for, STAMP,
all in accordance with the Securities Exchange Act of 1934, as amended.


                                                        84