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                                                                     EXHIBIT 4.1






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             PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2

                       Class A-1 6.54% Asset Backed Notes
                       Class A-2 6.37% Asset Backed Notes
                       Class A-3 6.34% Asset Backed Notes
                       Class A-4 6.43% Asset Backed Notes




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


                                    INDENTURE

                          Dated as of December 1, 2000


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




                WELLS FARGO BANK MINNESOTA, NATIONAL ASSOCIATION


                                Indenture Trustee








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                                TABLE OF CONTENTS

<TABLE>
<CAPTION>

                                                                                                               PAGE
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<S>                                                                                                              <C>
ARTICLE  I.

Definitions and Incorporation by Reference........................................................................2
         SECTION 1.1           Definitions........................................................................2
         SECTION 1.2           Incorporation by Reference of Trust Indenture Act.................................10
         SECTION 1.3           Rules of Construction.............................................................11

ARTICLE  II.

The Notes........................................................................................................11
         SECTION 2.1           Form..............................................................................12
         SECTION 2.2           Execution, Authentication and Delivery............................................12
         SECTION 2.3           Temporary Notes...................................................................12
         SECTION 2.4           Registration; Registration of Transfer and Exchange...............................13
         SECTION 2.5           Mutilated, Destroyed, Lost or Stolen Notes........................................14
         SECTION 2.6           Persons Deemed Owner..............................................................15
         SECTION 2.7           Payment of Principal and Interest; Defaulted Interest.............................15
         SECTION 2.8           Cancellation......................................................................16
         SECTION 2.9           Release of Collateral.............................................................16
         SECTION 2.10          Book-Entry Notes..................................................................17
         SECTION 2.11          Notices to Clearing Agency........................................................18
         SECTION 2.12          Definitive Notes..................................................................18

ARTICLE  III.

Covenants........................................................................................................18
         SECTION 3.1           Payment of Principal and Interest.................................................18
         SECTION 3.2           Maintenance of Office or Agency...................................................19
         SECTION 3.3           Money for Payments To Be Held in Trust............................................19
         SECTION 3.4           Existence.........................................................................20
         SECTION 3.5           Protection of Trust Fund..........................................................21
         SECTION 3.6           Opinions as to Trust Fund.........................................................21
         SECTION 3.7           Performance of Obligations; Servicing of Receivables..............................22
         SECTION 3.8           Negative Covenants................................................................24
         SECTION 3.9           Annual Statement as to Compliance.................................................24
         SECTION 3.10          Issuer May Consolidate, Etc. Only on Certain Terms................................25
         SECTION 3.11          Successor or Transferee...........................................................27
</TABLE>



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<TABLE>
<S>                                                                                                              <C>
         SECTION 3.12          No Other Business.................................................................27
         SECTION 3.13          No Borrowing......................................................................27
         SECTION 3.14          Servicer's Obligations............................................................27
         SECTION 3.15          Guarantees, Loans, Advances and Other Liabilities.................................27
         SECTION 3.16          Capital Expenditures..............................................................28
         SECTION 3.17          Compliance with Laws..............................................................28
         SECTION 3.18          Restricted Payments...............................................................28
         SECTION 3.19          Notice of Events of Default.......................................................28
         SECTION 3.20          Further Instruments and Acts......................................................28
         SECTION 3.21          Amendments of Sale and Servicing Agreement and
                               Trust Agreement...................................................................28
         SECTION 3.22          Income Tax Characterization.......................................................28

ARTICLE  IV.

Satisfaction and Discharge.......................................................................................29
         SECTION 4.1           Satisfaction and Discharge of Indenture...........................................29
         SECTION 4.2           Application of Trust Money........................................................30
         SECTION 4.3           Repayment of Moneys Held by Paying Agent..........................................30

ARTICLE  V.

EVENTS OF DEFAULT; REMEDIES......................................................................................31
         SECTION 5.1           Events of Default.................................................................31
         SECTION 5.2           Rights Upon Event of Default......................................................33
         SECTION 5.3           Collection of Indebtedness and Suits for Enforcement by
                               Indenture Trustee ................................................................34
         SECTION 5.4           Remedies..........................................................................37
         SECTION 5.5           Optional Preservation of the Trust Fund...........................................38
         SECTION 5.6           Priorities........................................................................38
         SECTION 5.7           Limitation of Suits...............................................................39
         SECTION 5.8           Unconditional Rights of Noteholders To Receive Principal
                               and Interest......................................................................40
         SECTION 5.9           Restoration of Rights and Remedies................................................40
         SECTION 5.10          Rights and Remedies Cumulative....................................................40
         SECTION 5.11          Delay or Omission Not a Waiver....................................................40
         SECTION 5.12          Control by Noteholders............................................................41
         SECTION 5.13          Waiver of Past Defaults...........................................................41
         SECTION 5.14          Undertaking for Costs.............................................................42
         SECTION 5.15          Waiver of Stay or Extension Laws..................................................42
         SECTION 5.16          Action on Notes...................................................................42
         SECTION 5.17          Performance and Enforcement of Certain Obligations................................42
         SECTION 5.18          Claims Under Policy...............................................................43
         SECTION 5.19          Preference Claims.................................................................44
</TABLE>



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<TABLE>
<S>                                                                                                              <C>
ARTICLE  VI.

The Indenture Trustee............................................................................................45
         SECTION 6.1           Duties of Indenture Trustee.......................................................45
         SECTION 6.2           Rights of Indenture Trustee.......................................................47
         SECTION 6.3           Individual Rights of Indenture Trustee............................................48
         SECTION 6.4           Indenture Trustee's Disclaimer....................................................48
         SECTION 6.5           Notice of Defaults................................................................49
         SECTION 6.6           Reports by Indenture Trustee to Holders...........................................49
         SECTION 6.7           Compensation and Indemnity........................................................49
         SECTION 6.8           Replacement of Indenture Trustee..................................................50
         SECTION 6.9           Successor Indenture Trustee by Merger.............................................52
         SECTION 6.10          Appointment of Co-Indenture Trustee or Separate
                               Indenture Trustee.................................................................52
         SECTION 6.11          Eligibility; Disqualification.....................................................53
         SECTION 6.12          Preferential Collection of Claims Against Issuer..................................54
         SECTION 6.13          Appointment and Powers............................................................54
         SECTION 6.14          Performance of Duties.............................................................54
         SECTION 6.15          Limitation on Liability...........................................................54
         SECTION 6.16          Reliance Upon Documents...........................................................55
         SECTION 6.17          [RESERVED]........................................................................55
         SECTION 6.18          [RESERVED]........................................................................55
         SECTION 6.19          Representations and Warranties of the Indenture Trustee...........................55
         SECTION 6.20          Waiver of Setoffs.................................................................55
         SECTION 6.21          Control by the Controlling Party..................................................55

ARTICLE  VII.

Noteholders' Lists and Reports...................................................................................56
         SECTION 7.1           Issuer To Furnish To Indenture Trustee Names and
                               Addresses of Noteholders..........................................................56
         SECTION 7.2           Preservation of Information; Communications to Noteholders........................56
         SECTION 7.3           Reports by Issuer.................................................................57
         SECTION 7.4           Reports by Indenture Trustee......................................................57
         SECTION 7.5           Fiscal Year.......................................................................58

ARTICLE  VIII.

Accounts, Disbursements and Releases.............................................................................58
         SECTION 8.1           Collection of Money...............................................................58
         SECTION 8.2           Trust Accounts....................................................................58
         SECTION 8.3           General Provisions Regarding Accounts.............................................59
</TABLE>



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<TABLE>
<S>                                                                                                             <C>
         SECTION 8.4           Release of Trust Fund.............................................................60
         SECTION 8.5           Opinion of Counsel................................................................60

ARTICLE  IX.

Supplemental Indentures..........................................................................................61
         SECTION 9.1           Supplemental Indentures...........................................................61
         SECTION 9.2           Supplemental Indentures with Consent of Noteholders...............................62
         SECTION 9.3           Execution of Supplemental Indentures..............................................63
         SECTION 9.4           Effect of Supplemental Indenture..................................................64
         SECTION 9.5           Conformity With Trust Indenture Act...............................................64
         SECTION 9.6           Reference in Notes to Supplemental Indentures.....................................64

ARTICLE  X.

Redemption of Notes..............................................................................................64
         SECTION 10.1          Redemption........................................................................64
         SECTION 10.2          Form of Redemption Notice.........................................................65
         SECTION 10.3          Notes Payable on Redemption Date..................................................66

ARTICLE  XI.

Miscellaneous....................................................................................................66
         SECTION 11.1          Compliance Certificates and Opinions, etc.........................................66
         SECTION 11.2          Form of Documents Delivered to Indenture Trustee..................................68
         SECTION 11.3          Acts of Noteholders...............................................................69
         SECTION 11.4          Notices, etc., to Indenture Trustee, Issuer, Insurer and
                               Rating Agencies...................................................................69
         SECTION 11.5          Notices to Noteholders; Waiver....................................................70
         SECTION 11.6          Alternate Payment and Notice Provisions...........................................71
         SECTION 11.7          Conflict with Trust Indenture Act.................................................71
         SECTION 11.8          Effect of Headings and Table of Contents..........................................71
         SECTION 11.9          Successors and Assigns............................................................71
         SECTION 11.10         Separability......................................................................72
         SECTION 11.11         Benefits of Indenture.............................................................72
         SECTION 11.12         Legal Holidays....................................................................72
         SECTION 11.13         GOVERNING LAW.....................................................................72
         SECTION 11.14         Counterparts......................................................................72
         SECTION 11.15         Recording of Indenture............................................................72
         SECTION 11.16         Trust Obligation..................................................................72
         SECTION 11.17         No Petition.......................................................................73
         SECTION 11.18         Inspection........................................................................73
</TABLE>



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Exhibit A   - Schedule of Receivables
Exhibit B-1 - Form of Class A-1 Note
Exhibit B-2 - Form of Class A-2 Note
Exhibit B-3 - Form of Class A-3 Note
Exhibit B-4 - Form of Class A-4 Note



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                              CROSS REFERENCE TABLE



<TABLE>
<S>                                                                                                  <C>
TIA Indenture
Section

310      (a)(1)......................................................................................     6.11
         (a)(2)......................................................................................     6.11
         (a)(3)......................................................................................6.10;6.11
         (a)(4)......................................................................................     N.A.
         (a)(5)......................................................................................     6.11
         (b).........................................................................................6.8;6.11
         (c).........................................................................................     N.A.
311      (a).........................................................................................     6.12
         (b).........................................................................................     6.12
         (c).........................................................................................     N.A.
312      (a).........................................................................................     7.1
         (b).........................................................................................     7.2
         (c).........................................................................................     7.2
313      (a).........................................................................................     7.4
         (b)(1)......................................................................................     7.4
         (b)(2)......................................................................................     7.4
         (c).........................................................................................     11.5
         (d).........................................................................................     7.3
314      (a).........................................................................................     3.9;7.3
         (b).........................................................................................     11.15
         (c)(1)......................................................................................     11.1
         (c)(2)......................................................................................     11.1
         (c)(3)......................................................................................     11.1
         (d).........................................................................................     11.1
         (e).........................................................................................1.1;11.1
         (f).........................................................................................     11.1
315      (a).........................................................................................     6.1
         (b).........................................................................................6.5;11.5
         (c).........................................................................................     6.1
         (d).........................................................................................     6.1
         (e).........................................................................................     5.14
316      (a) (last sentence).........................................................................     1.1
         (a)(1)(A)...................................................................................     5.12
         (a)(1)(B)...................................................................................     5.13
         (a)(2)......................................................................................     N.A.
         (b).........................................................................................     5.7;5.8
</TABLE>


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<TABLE>
<S>                                                                                                   <C>
         (c).........................................................................................     N.A.
317      (a)(1)......................................................................................     5.3
         (a)(2)......................................................................................     5.3
         (b).........................................................................................     3.3
318      (a).........................................................................................     11.7
         (b).........................................................................................     N.A.
         (c).........................................................................................     11.7
</TABLE>

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1.       Note: This Cross Reference Table shall not, for any purpose, be deemed
         to be part of this Indenture.

2.       N.A. means Not Applicable.



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<PAGE>   9



         INDENTURE dated as of December 1, 2000, between PEOPLEFIRST.COM VEHICLE
RECEIVABLES OWNER TRUST 2000-2, a Delaware business trust (the "Issuer") and
Wells Fargo Bank Minnesota, National Association, a national banking
association, as trustee (the "Indenture Trustee").

         Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of the Issuer's Class A-1 6.54%
Asset Backed Notes, Class A-2 6.37% Asset Backed Notes, Class A-3 6.34% Asset
Backed Notes and Class A-4 6.43% Asset Backed Notes:

         As security for the payment and performance by the Issuer of its
obligations under this Indenture and the Notes, the Issuer has agreed to assign
the Collateral (as defined below) as collateral to the Indenture Trustee on
behalf of the Noteholders.

         Financial Security Assurance Inc., a New York financial guaranty
insurance company (the "Insurer"), has issued and delivered a financial guaranty
insurance policy, dated the Closing Date (with endorsements, the "Policy"),
pursuant to which the Insurer guarantees Scheduled Payments, as defined in the
Policy.

         As an inducement to the Insurer to issue and deliver the Policy, the
Issuer and the Insurer have executed and delivered the Insurance and Indemnity
Agreement, dated as of December 1, 2000 (as amended from time to time, the
"Insurance Agreement"), among the Insurer, the Issuer, the Transferor and
PeopleFirst Finance, LLC.

         As an additional inducement to the Insurer to issue the Policy, and as
security for the performance by the Issuer of the Insurer Secured Obligations
and as security for the performance by the Issuer of the Indenture Trustee
Secured Obligations, the Issuer has agreed to assign the Collateral (as defined
below) as collateral to the Indenture Trustee for the benefit of the Issuer
Secured Parties, as their respective interests may appear.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee on the Closing Date,
for the benefit of the Issuer Secured Parties to secure the Issuer Secured
Obligations, all of the Issuer's right, title and interest in and to all
accounts, money, chattel paper, securities, instruments, documents, deposit
accounts, certificates of deposit, letters of credit, advices of credit,
banker's acceptances, general intangibles, contract rights, investment property,
goods and other property consisting of, arising from or relating to (a) the
Initial Receivables, and all moneys due thereon after the Initial Cutoff Date;
(b) the Subsequent Receivables and all moneys due thereon or in respect thereof
after the related Subsequent Cutoff Date; (c) an assignment of the security
interests in the Financed Vehicles granted by Obligors pursuant to the Initial
Receivables and any Subsequent Receivables and any other interest of the Issuer
in the Financed Vehicles; (d) any proceeds with respect to the Initial
Receivables and the Subsequent Receivables repurchased pursuant to the terms of
the Sale and Servicing Agreement; (e) all rights under any Service Contracts on
the related Financed Vehicles;


<PAGE>   10

(f) any proceeds with respect to the Initial Receivables and the Subsequent
Receivables from claims on any physical damage, theft, credit life or disability
insurance policies covering Financed Vehicles or Obligors and any proceeds from
liquidation of any Initial Receivable or Subsequent Receivable and Net
Liquidation Proceeds with respect to the Initial Receivables and any Subsequent
Receivable; (g) all funds on deposit or other property from time to time in the
Trust Accounts, and in all investments and proceeds thereof and all rights of
the Issuer therein (including all income dividends, earnings, profits or other
distributions of cash or other property thereon); (h) the Issuer's rights and
benefits, but none of its obligations or burdens, under the Sale and Servicing
Agreement and each Subsequent Transfer Agreement, including the delivery
requirements, representations and warranties and the cure and repurchase
obligations of PeopleFirst Finance, LLC and PF Funding II, LLC under the Sale
and Servicing Agreement and each Subsequent Transfer Agreement; (i) all items
contained in the Receivables Files, computer tapes or disk drives, and any and
all other documents that PeopleFirst Finance, LLC keeps on file in accordance
with its customary procedures relating to the Receivables, the Obligors or the
Financed Vehicles, and (j) all present and future claims, demands, causes and
chooses in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and
all amounts owing hereunder equally and ratably without prejudice, priority or
distinction except as set forth herein, and to secure compliance with the
provisions of this Indenture, all as provided in this Indenture.

         The Indenture Trustee on behalf of the Holders of the Notes, and for
the benefit of the Insurer acknowledges such Grant, accepts the trusts under
this Indenture in accordance with the provisions of this Indenture and agrees to
perform its duties required in this Indenture in accordance with the terms
hereof.

                                   ARTICLE I.

                   Definitions and Incorporation by Reference

         SECTION 1.1 Definitions. Except as otherwise specified herein, the
following terms have the respective meanings set forth below for all purposes of
this Indenture.

         "Act" has the meaning specified in Section 11.3(a).



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<PAGE>   11

          "Authorized Officer" means, with respect to the Issuer and the
Servicer, any officer of the Owner Trustee or the Servicer, as applicable, who
is authorized to act for the Owner Trustee or the Servicer, as applicable, in
matters relating to the Issuer or the Servicer and who is identified on the list
of Authorized Officers delivered by the Servicer to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) or, in the case of the Owner Trustee, a Responsible Officer of the
Owner Trustee.

         "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 2.10.

         "Class A-1 Interest Rate" means 6.54%.

         "Class A-2 Interest Rate" means 6.37%.

         "Class A-3 Interest Rate" means 6.34%.

         "Class A-4 Interest Rate" means 6.43%.

         "Class A-1 Notes" means the Class A-1 Notes, substantially in the form
of Exhibit B-1.

         "Class A-2 Notes" means the Class A-2 Notes, substantially in the form
of Exhibit B-2.

         "Class A-3 Notes" means the Class A-3 Notes, substantially in the form
of Exhibit B-3.

         "Class A-4 Notes" means the Class A-4 Notes, substantially in the form
of Exhibit B-4.

         "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 from time to
time, and Treasury Regulations promulgated thereunder.

         "Collateral" has the meaning specified in the Granting Clause of this
Indenture.

         "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Agreement is located
at the Wells Fargo Bank, Sixth Street and Marquette Avenue, MAC N9311 - 161,
Minneapolis Minnesota, 55479, Attention: Corporate Trust Services/Asset Backed
Administration, Attention: Corporate Trust Department or at such other address
as the Indenture



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<PAGE>   12


Trustee may designate from time to time by notice to the Noteholders, the
Insurer, the Servicer and the Issuer, or the principal corporate trust office of
any successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Issuer).

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

         "Definitive Notes" has the meaning specified in Section 2.10.

         "Event of Default" has the meaning specified in Section 5.1.

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

         "Executive Officer" means, with respect to any corporation or limited
liability company, 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 limited liability company;
with respect to any partnership, any general partner thereof, and with respect
to any limited liability company, any Manager.

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

         "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, (a)
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); (b)
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; (c) current liabilities of such Person in respect of unfunded
vested benefits under plans covered by Title IV of ERISA; (d) obligations issued
for or liabilities incurred on the account of such Person; (e) obligations or
liabilities of such Person arising under acceptance facilities; (f) obligations
of such Person under any guarantees, 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



                                        4

<PAGE>   13


supply funds to invest in any Person or otherwise to assure a creditor against
loss; (g) 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 (h) obligations of such Person under any interest rate or currency exchange
agreement.

         "Indenture" means this Indenture as amended and supplemented from time
to time.

         "Indenture Trustee" means Wells Fargo Bank Minnesota, National
Association, not in its individual capacity but as trustee under this Indenture,
or any successor Indenture Trustee under this Indenture.

         "Indenture Trustee Secured Obligations" means all amounts and
obligations which the Issuer may at any time owe to the Indenture Trustee in its
individual capacity and the Noteholders under this Indenture or the Notes.

         "Independent" means, when used with respect to any specified Person,
that the person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Seller and any Affiliate of any of the foregoing persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller or any Affiliate of any of the foregoing Persons 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 11.1, prepared
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.

         "Insurance Agreement Indenture Cross Default" has the meaning assigned
to such term in the Insurance Agreement.

         "Insurer Default" has the meaning assigned to such term in the Sale and
Servicing Agreement.

         "Insurer Secured Obligations" means all amounts and obligations which
the Issuer may at any time owe to or on behalf of the Insurer under this
Indenture, the Insurance Agreement or any other Basic Document.

         "Interest Rate" means with respect to the (i) Class A-1 Notes, the
Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest Rate,
(iii) Class A-3 Notes, the Class A-3 Interest Rate and (iv) Class A-4 Notes, the
Class A-4 Interest Rate.



                                        5

<PAGE>   14


         "Issuer" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

         "Issuer Secured Obligations" means the Insurer Secured Obligations and
the Indenture Trustee Secured Obligations.

         "Issuer Secured Parties" means each of (i) the Indenture Trustee in
respect of the Indenture Trustee Secured Obligations and (ii) the Insurer in
respect of the Insurer Secured Obligations.

         "Mandatory Redemption Date" means the Payment Date on or immediately
following the last day of the Pre-Funding Period.

         "Note" means any of the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes or Class A-4 Notes substantially in the form of Exhibit B-1, Exhibit B-2,
Exhibit B-3 and Exhibit B-4, respectively.

         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee, the Servicer and The Depository Trust Company, as the initial
Clearing Agency, dated December 15, 2000, substantially in the form of Exhibit
C.

         "Note Majority" means the Holders of Notes evidencing a majority of the
Outstanding Amount of the Notes.

         "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 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 2.4.

         "Notice of Claim" has the meaning specified in Section 5.18.

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Owner Trustee, under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.1 and TIA
Section 314, and delivered to the Indenture Trustee. Unless otherwise specified,
any reference in this Indenture to an Officer's Certificate shall be to an
Officer's Certificate of any Authorized Officer of the Issuer.



                                        6

<PAGE>   15


         "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 Issuer, the Seller or the Servicer 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 11.1, and shall be in form and substance satisfactory to
the Indenture Trustee, and if addressed to the Insurer, satisfactory to the
Insurer.

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

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

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

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

         provided, however, that Notes which have been paid with proceeds of the
Policy shall continue to remain Outstanding for purposes of this Indenture until
the Insurer has been paid as subrogee hereunder or reimbursed pursuant to the
Insurance Agreement as evidenced by a written notice from the Insurer delivered
to the Indenture Trustee, and the Insurer shall be deemed to be the Holder
thereof to the extent of any payments thereon made by the Insurer; provided,
further, that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by
the Issuer, any other obligor on the Notes, the Seller, the Servicer, or any
Affiliate of any of the foregoing Persons shall be disregarded and deemed not to
be Outstanding, except that, in determining whether the Indenture Trustee shall
be protected in relying upon any such request, demand, authorization, direction,
notice, consent or waiver, only Notes that a Responsible Officer of the
Indenture Trustee either actually knows to be so owned or has received written
notice thereof shall be so disregarded. Notes so owned that have been pledged in
good faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Issuer, any other obligor upon the
Notes, the Seller or any Affiliate of any of the foregoing Persons.

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



                                        7

<PAGE>   16

         "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 payments to and distributions
from the Collection Account and the Note Distribution Account, including payment
of principal of or interest on the Notes on behalf of the Issuer.

         "Policy" means the financial guaranty insurance policy issued by the
Insurer with respect to the Notes, including any endorsements thereto, in the
form of Annex I to the Insurance Agreement.

         "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 2.5 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 Claim" has the meaning specified in Section 5.19.

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

         "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the Business Day preceding such Payment Date or
Redemption Date.

         "Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section
10.1(c), the Payment Dates specified by the Servicer or the Issuer pursuant to
Section 10.1(a) or (c) as applicable.

         "Redemption Price" means (a) in the case of a redemption of the Notes
pursuant to Section 10.1(a), an amount equal to the unpaid principal amount of
the then Outstanding Amount of each class of Notes being redeemed plus accrued
and unpaid interest thereon to but excluding the Redemption Date, or (b) in the
case of a payment made to Noteholders pursuant to Section 10.1(b), the amount on
deposit in the Note Distribution Account, but not in excess of the amount
specified in clause (a) above.

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



                                        8

<PAGE>   17

other officer to whom such matter is referred because of such officer's
knowledge of and familiarity with the particular subject.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of December 1, 2000, among the Issuer, the Seller, the Servicer, the
Transferor, the Depositor, the Indenture Trustee and the Backup Servicer, as the
same may be amended or supplemented from time to time.

         "Schedule of Receivables" means the listing of the Receivables set
forth in Exhibit A (which Exhibit may be in the form of microfiche); as
supplemented on each Subsequent Transfer Date to reflect the assignment to the
Issuer of Subsequent Receivables.

         "Scheduled Payments" has the meaning specified in the Policy.

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

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

         "Successor Servicer" has the meaning specified in Section 3.7(e).

         "Termination Date" means the latest to occur 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
Insurer Secured Obligations and (iii) the date on which the Indenture Trustee
shall have received payment and performance of all Indenture Trustee Secured
Obligations.

         "Trust Fund" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
this Indenture for the benefit of the Noteholders (including all property and
interests Granted to the Indenture Trustee), including all proceeds thereof.

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

         "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.

         Except as otherwise specified herein, the following terms have the
respective meanings set forth in the Sale and Servicing Agreement as in effect
on the Closing Date for all purposes of this Indenture, and the definitions of
such terms are equally applicable both to the singular and plural forms of such
terms:



                                        9

<PAGE>   18

<TABLE>
<CAPTION>
                                                                                             Section of Sale
         Term                                                                            and Servicing Agreement
         ----                                                                            -----------------------

<S>                                                                                      <C>
Affiliate.......................................................................               Section 1.1
Backup Servicer.................................................................               Section 1.1
Backup Servicer Fee.............................................................               Section 1.1
Basic Documents.................................................................               Section 1.1
Affiliate.......................................................................               Section 1.1
Business Day....................................................................               Section 1.1
Class...........................................................................               Section 1.1
Closing Date....................................................................               Section 1.1
Collection Account..............................................................               Section 1.1
Controlling Party...............................................................               Section 1.1
Depositor.......................................................................               Section 1.1
Distribution Amount.............................................................               Section 1.1
Draw Date.......................................................................               Section 1.1
Payment Date....................................................................               Section 1.1
Eligible Investments............................................................               Section 1.1
Final Scheduled Payment Date....................................................               Section 1.1
Financed Vehicle................................................................               Section 1.1
Indenture Trustee Fee...........................................................               Section 1.1
Noteholders' Distributable Amount...............................................               Section 1.1
Obligor.........................................................................               Section 1.1
Original Pool Balance...........................................................               Section 1.1
Payment Date....................................................................               Section 1.1
Person..........................................................................               Section 1.1
Policy Claim Amount.............................................................               Section 1.1
Pool Balance....................................................................               Section 1.1
Rating Agency...................................................................               Section 1.1
Rating Agency Condition.........................................................               Section 1.1
Receivable......................................................................               Section 1.1
Seller..........................................................................               Section 1.1
Servicer........................................................................               Section 1.1
Servicer Default................................................................               Section 1.1
Trust Accounts..................................................................               Section 1.1
</TABLE>

         Capitalized terms used herein and not otherwise defined herein or in
the Sale and Servicing Agreement have the meanings assigned to them in the Trust
Agreement.

         SECTION 1.2 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. "Indenture Securities" means the Notes. "Indenture
Securityholder" means a Noteholder. "Indenture to be qualified" means this



                                       10

<PAGE>   19


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 respective meanings assigned to them by such
definitions.

         SECTION 1.3 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; and

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

                                   ARTICLE II.

                                    The Notes

         SECTION 2.1 Form. The Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, in each case, together with the Indenture
Trustee's certificate of authentication, shall be in substantially the form set
forth in Exhibit B-1, Exhibit B-2, Exhibit B-3 and Exhibit B-4, respectively,
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.

         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.

         Each Note shall be dated the date of its authentication. The terms of
the Notes set forth in Exhibit B are part of the terms of this Indenture.



                                       11

<PAGE>   20


         SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

         Notes bearing the manual or facsimile signature of individuals who were
at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

         The Indenture Trustee shall upon receipt of the Policy and Issuer Order
authenticate and deliver Class A-1 Notes for original issue in an aggregate
principal amount of $73,899,000, Class A-2 Notes for original issue in the
aggregate principal amount of $200,000,000, Class A-3 Notes for original issue
in the aggregate principal amount of $107,000,000 and Class A-4 Notes for
original issue in the aggregate principal amount of $144,101,000. Notes
Outstanding at any time may not exceed such amount except as provided in Section
2.5.

         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 $1,000 integral multiples thereof (except for one Note of each class which
may be issued in a denomination other than an integral multiple of $1,000).

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

         SECTION 2.3 Temporary Notes. 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 which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

         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 3.2, 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 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.



                                       12

<PAGE>   21

         SECTION 2.4 Registration; Registration of Transfer and Exchange.

         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 "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.

         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 Holders of the Notes and
the principal amounts and number of such Notes.

         Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and
upon its request the Indenture Trustee shall authenticate and the Noteholder
shall obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes, in any authorized
denominations, of the same class and a like aggregate principal amount.

         Subject to the restrictions set forth in this Section 2.4, at the
option of the Holder, Notes may be exchanged for other Notes in any authorized
denominations, of the same Class and a like aggregate principal amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, if the requirements of Section 8-401(1)
of the UCC are met the Issuer shall execute and upon its request 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.

         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.

         Every Note presented or surrendered for registration of transfer or
exchange shall be (i) 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 an "eligible guarantor institution"
meeting the requirements of the Note Registrar which requirements include
membership or participation in Securities Transfer Agents Medallion Program
("Stamp") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, Stamp,



                                       13

<PAGE>   22

all in accordance with the Exchange Act, and (ii) accompanied by such Note and
such other documents as the Indenture Trustee may require.

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

         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 2.5 Mutilated, Destroyed, Lost or Stolen Notes. 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 it 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, and provided that the requirements of Section 8-405 of the UCC
are met, the Issuer shall execute and upon its request the Indenture Trustee
shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; provided,
however, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven 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 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 Indenture Trustee and the Insurer 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 or the Indenture Trustee in connection
therewith.

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

         Every replacement Note issued pursuant to this Section in replacement
of any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the



                                       14

<PAGE>   23


Issuer, whether or not the mutilated, destroyed, lost or stolen Note shall be at
any time enforceable by anyone, and shall be entitled to all the benefits of
this Indenture equally and proportionately with any and all other Notes duly
issued hereunder.

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

         SECTION 2.6 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, any
agent of the Issuer, the Indenture Trustee or the Insurer 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 Indenture Trustee nor any
agent of the Issuer, the Insurer or the Indenture Trustee shall be affected by
notice to the contrary.

         SECTION 2.7  Payment of Principal and Interest; Defaulted Interest.

                  (a) The Notes shall accrue interest as provided in the forms
of the Class A-1 Note, the Class A-2 Note, the Class A-3 Note and the Class A-4
Note set forth in Exhibits B-1, B-2, B-3 and B-4, respectively, and such
interest shall be payable on each Payment Date as specified therein. 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 Definitive Notes have been
issued pursuant to Section 2.12, 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 or on the Final Scheduled Payment Date for such Note (and except for the
Redemption Price for any Note called for redemption pursuant to Section 10.1(a))
which shall be payable as provided below. The funds represented by any such
checks returned undelivered shall be held in accordance with Section 3.3.

                  (b) The principal of each Note shall be payable in
installments on each Payment Date to the person registered as the holder thereof
on the related Record Date as provided in the forms of the Class A-1 Note, the
Class A-2 Note, the Class A-3 Note and the Class A-4 Note set forth in Exhibits
B-1, B-2, B-3 and B-4, respectively. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, if the Indenture Trustee or the Holders of the Notes representing
not less than a majority of the Outstanding Amount of the Notes have declared
the Notes to be immediately due and payable in the manner provided in Section
5.2. All principal payments on each class of Notes shall be made pro rata to the
Noteholders of such class



                                       15

<PAGE>   24

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 or
transmitted by facsimile prior to such final Payment Date and shall specify that
such final installment will be payable only upon presentation and surrender of
such Note and shall specify the place where such Note may be presented and
surrendered for payment of such installment. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

                  (c) If the Issuer defaults in a payment of interest on the
Notes, the Issuer shall pay defaulted interest (plus interest on such defaulted
interest to the extent lawful) at the applicable Interest Rate in any lawful
manner. The Issuer may pay such defaulted interest to the Persons who are
Noteholders on a subsequent special record date, which date shall be at least
five Business Days prior to the payment date. The Issuer shall fix or cause to
be fixed any such special record date and payment date, and, at least 15 days
before any such special record date, the Issuer shall mail to each Noteholder
and the Indenture Trustee a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

                  (d) Promptly following the date on which all principal of and
interest on the Notes has been paid in full and the Notes have been surrendered
to the Indenture Trustee, the Indenture Trustee shall, if the Insurer has paid
any amount in respect of the Notes under the Policy or otherwise which has not
been reimbursed to it, deliver such surrendered Notes to the Insurer.

         SECTION 2.8 Cancellation. Subject to Section 2.7(d), 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.
Subject to Section 2.7(d), 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 canceled 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.
Subject to Section 2.7(d), all canceled Notes may be held or disposed of by the
Indenture Trustee in accordance with its standard retention or disposal policy
as in effect at the time unless the Issuer shall direct by an Issuer Order that
they be destroyed or returned to it; provided that such Issuer Order is timely
and the Notes have not been previously disposed of by the Indenture Trustee.

         SECTION 2.9 Release of Collateral. The Indenture Trustee shall, on or
after the Termination Date, release any remaining portion of the Trust Fund from
the lien created by this Indenture and deposit in the Collection Account any
funds then on deposit in any other Trust Account. The Indenture Trustee shall
release property from the lien created by this Indenture pursuant to this
Section 2.9 only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel meeting the applicable requirements of
Section 11.1 and (if required by the TIA) Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1).



                                       16

<PAGE>   25

         Notwithstanding this Section 2.9 or any other provision of this
Agreement, the Issuer may (A) collect, liquidate, sell or otherwise dispose of
Receivables as and to the extent permitted or required by the Basic Documents
and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Basic Documents.

         SECTION 2.10 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 The Depository Trust Company, the initial Clearing Agency, by,
or on behalf of, the Issuer. 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 2.12. Unless and
until definitive, fully registered Notes (the "Definitive Notes") have been
issued to Note Owners pursuant to Section 2.12:

                  (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 Note Depository
         Agreement; unless and until Definitive Notes are issued pursuant to
         Section 2.12, the initial 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;

                  (v)   whenever this Indenture requires or permits actions to
         be taken based upon instructions or directions of Holders of Notes
         evidencing a specified percentage of the Outstanding Amount of the
         Notes, 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; and

                  (vi)  Note Owners may receive copies of any reports sent to
         Noteholders pursuant to this Indenture, upon written request, together
         with a certification that they are Note



                                       17

<PAGE>   26

         Owners and payment of reproduction and postage expenses associated with
         the distribution of such reports, from the Indenture Trustee at the
         Corporate Trust Office.

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

         SECTION 2.12 Definitive Notes. If (i) the Servicer advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Notes, and
the Servicer is unable to locate a qualified successor, (ii) the Servicer at its
option advises the Indenture Trustee in writing that it elects to terminate the
book-entry system through the Clearing Agency or (iii) after the occurrence of
an Event of Default, Note Owners representing beneficial interests aggregating
at least a majority of the Outstanding Amount of the Notes advise the Indenture
Trustee through the Clearing Agency in writing that the continuation of a book
entry system through the Clearing Agency is no longer in the best interests of
the Note Owners, then the Clearing Agency shall notify all Note Owners and the
Indenture Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Note or Notes representing the Book-Entry
Notes by the Clearing Agency, accompanied by registration instructions, the
Issuer shall execute and the Indenture Trustee shall authenticate the Definitive
Notes in accordance with the instructions of the Clearing Agency. None of the
Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and shall
be protected in relying on, such instructions. Upon the issuance of Definitive
Notes, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Noteholders.

                                  ARTICLE III.

                                    Covenants

         SECTION 3.1 Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. Without limiting the foregoing, subject
to Section 8.2(b), the Issuer will cause to be distributed all amounts on
deposit in the Note Distribution Account on each Payment Date deposited therein,
pursuant to the Sale and Servicing Agreement (i) for the benefit of the Class
A-1 Notes, to Class A-1 Noteholders, (ii) for the benefit of the Class A-2
Notes, to Class A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes,
to Class A-3 Noteholders and (iv) for the benefit of the Class A-4 Notes, to the
Class A-4 Noteholders. Amounts properly withheld under the Code by any Person
from a payment to any Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to such Noteholder for all purposes
of this Indenture.



                                       18

<PAGE>   27

         SECTION 3.2 Maintenance of Office or Agency. The Issuer will maintain
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 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 3.3 Money for Payments To Be Held in Trust. As provided in
Sections 8.2(a) and (b), all payments of amounts due and payable with respect to
any Notes that are to be made from amounts withdrawn from the Collection Account
and the Note Distribution Account pursuant to Section 8.2(c) 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 and the Note Distribution
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section.

         On or before each Payment Date and Redemption Date, the Issuer shall
deposit or cause to be deposited in the Note Distribution Account an aggregate
sum sufficient to pay the amounts then becoming due under the Notes, such sum to
be held in trust for the benefit of the Persons entitled thereto and (unless the
Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
Trustee of its action or failure so to act.

         The 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 or
         otherwise disposed of as herein provided and pay such sums to such
         Persons as herein provided;

                  (ii)  give the Indenture Trustee notice of any default by the
         Issuer of which it has actual knowledge (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;



                                       19

<PAGE>   28

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

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

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

         Subject to applicable laws with respect to the escheat of funds, any
money held by the Indenture Trustee or any Paying Agent in trust for the payment
of any amount due with respect to any Note and remaining unclaimed for two (2)
years after such amount has become due and payable shall be discharged from such
trust and be paid to the Issuer on Issuer Request and with the consent of the
Insurer (unless an Insurer Default shall have occurred and be continuing), and
the Holder of such Note shall thereafter, as an unsecured general creditor, look
only to the Issuer for payment thereof (but only to the extent of the amounts so
paid to the Issuer), and all liability of the Indenture Trustee or such Paying
Agent with respect to such trust money shall thereupon cease; provided, however,
that if such money or any portion thereof had been previously deposited by the
Insurer or Indenture Trustee for the payment of principal or interest on the
Notes, to the extent any amounts are owing to the Insurer, such amounts shall be
paid promptly to the Insurer upon receipt of a written request by the Insurer to
such effect, and provided, further, that the Indenture Trustee or such Paying
Agent, before being required to make any such repayment, shall at the expense of
the Issuer cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than 30 days from the
date of such publication, any unclaimed balance of such money then remaining
will be repaid to the Issuer. The Indenture Trustee shall 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 moneys due and payable but not
claimed is determinable from the records of the Indenture Trustee or of any
Paying Agent, at the last address of record for each such Holder).

         SECTION 3.4 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 of America,
in which case the Issuer will keep in full effect its existence, rights and



                                       20

<PAGE>   29


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, the Collateral and each other
instrument or agreement included in the Trust Fund.

         SECTION 3.5 Protection of Trust Fund. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Issuer Secured
Parties to be prior to all other liens in respect of the Trust Fund, and the
Issuer shall take all actions necessary to obtain and maintain, in favor of the
Indenture Trustee, for the benefit of the Issuer Secured Parties, a first lien
on and a first priority, perfected security interest in the Trust Fund. The
Issuer will from time to time prepare (or shall cause to be prepared), execute
and deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

                  (i)   Grant more effectively all or any portion of the Trust
         Fund;

                  (ii)  maintain or preserve the lien and security interest (and
         the priority thereof) in favor of the Indenture Trustee for the benefit
         of the Issuer Secured Parties 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 Collateral;

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

                  (vi)  pay all taxes or assessments levied or assessed upon the
         Trust Fund when due.

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any such financing statement, continuation statement
or other instrument delivered by or on behalf of the Issuer to the Indenture
Trustee for execution. The Indenture Trustee shall not have any liability for
the perfection or priority of the security interest granted hereby and shall
have no duty to prepare or file any continuation statements or other related
instruments.

         SECTION 3.6 Opinions as to Trust Fund.

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



                                       21

<PAGE>   30


first priority lien and security interest in favor of the Indenture Trustee, for
the benefit of the Issuer Secured Parties, created by this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

                  (b) Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Closing Date, the Issuer shall furnish to the Indenture Trustee and the
Insurer an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and with respect to the execution and filing
of any financing statements and continuation statements as are necessary to
maintain the lien and security interest created by this Indenture and reciting
the details of such action or stating that in the opinion of such counsel no
such action is necessary to maintain such lien and security interest. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any indentures supplemental hereto and any other
requisite documents and the execution and filing of any financing statements and
continuation statements that will, in the opinion of such counsel, be required
to maintain the lien and security interest of this Indenture until January 30 in
the following calendar year.

         SECTION 3.7 Performance of Obligations; Servicing of Receivables.

                  (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 Trust Fund or that would result in the
amendment, hypothecation, subordination, termination or discharge of, or impair
the validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the other Basic Documents or such other instrument or agreement.

                  (b) The Issuer may contract with other Persons acceptable to
the Insurer (so long as no Insurer Default shall have occurred and be
continuing) to assist it in performing its duties 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 of the Issuer shall be deemed to be
action taken by the Issuer. Initially, the Issuer has contracted with the
Servicer to assist the Issuer in performing its duties under this Indenture.

                  (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 Trust Fund,
including but not limited to preparing (or causing to be prepared) and filing
(or causing to be filed) all UCC financing statements and continuation
statements required to be filed by the terms of this Indenture and the Sale and
Servicing 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



                                       22

<PAGE>   31

Basic Document or any provision thereof without the consent of the Indenture
Trustee (given at the direction of the Controlling Party) or the Controlling
Party.

                  (d) If an officer of the Owner Trustee shall have actual
knowledge of the occurrence of a Servicer Default under the Sale and Servicing
Agreement, the Issuer shall promptly notify the Indenture Trustee, the Insurer
and the Rating Agencies thereof in accordance with Section 11.4, and shall
specify in such notice the action, if any, the Issuer is taking in respect of
such default. If a Servicer Default shall arise from the failure of the Servicer
to perform any of its duties or obligations under the Sale and Servicing
Agreement with respect to the Receivables, the Issuer shall take all reasonable
steps available to it to remedy such failure.

                  (e) If an Insurer Default shall have occurred and be
continuing and if the Issuer has given notice of termination to the Servicer of
the Servicer's rights and powers pursuant to Section 8.1 of the Sale and
Servicing Agreement, as promptly as possible thereafter, the Issuer shall
appoint a Successor Servicer in accordance with Section 8.2 of the Sale and
Servicing Agreement.

                  (f) Upon any termination of the Servicer's rights and powers
pursuant to the Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee. As soon as a Successor Servicer (other than the Indenture
Trustee) is appointed, the Issuer shall notify the Indenture Trustee 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 (x) without the prior consent of the Insurer
(unless an Insurer Default shall have occurred and be continuing) or (y) if the
effect thereof would adversely affect the Holders of the Notes.

                  (h) Without derogating from the absolute nature of the
assignment granted to the Indenture Trustee under this Indenture or the rights
of the Indenture Trustee hereunder, the Issuer agrees that, unless such action
is specifically permitted hereunder or under the other Basic Documents, it will
not, without the prior written consent of the Indenture Trustee (to be given at
the direction of the Controlling Party) amend, modify, waive, supplement,
terminate or surrender, or agree to any amendment, modification, supplement,
termination, waiver or surrender of, the terms of any Collateral or the Basic
Documents, or waive timely performance or observance by the Servicer or the
Seller under the Sale and Servicing Agreement; provided that no such amendment
shall (i) increase or reduce in any manner the amount of, or accelerate or delay
the timing of, distributions that are required to be made for the benefit of the
Noteholders, or (ii) reduce the aforesaid percentage of the Notes which are
required to consent to any such amendment, without the consent of the Holders of
all the Outstanding Notes. If any such amendment, modification, supplement or
waiver shall be so consented to by the Indenture Trustee or such Controlling
Party, the Issuer agrees, promptly following a request by the Indenture Trustee
to do so, to execute and deliver, in its own name and at its own expense, such
agreements, instruments, consents and other documents as the Indenture Trustee
may deem necessary or appropriate under the circumstances.



                                       23

<PAGE>   32


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

                  (i)   except as expressly permitted by this Indenture or the
         other Basic Documents, sell, transfer, exchange or otherwise dispose of
         any of the properties or assets of the Issuer, including those included
         in the Trust Fund, unless directed to do so by the Controlling Party;

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien in favor of the Indenture
         Trustee created by this Indenture to be amended, hypothecated,
         subordinated, terminated or discharged, or permit any Person to be
         released from any covenants or obligations with respect to the Notes
         under this Indenture except as may be expressly permitted hereby, (B)
         permit any lien, charge, excise, claim, security interest, mortgage or
         other encumbrance (other than the lien of this Indenture) to be created
         on or extend to or otherwise arise upon or burden the Trust Fund or any
         part thereof or any interest therein or the proceeds thereof (other
         than tax liens, mechanics' liens and other liens that arise by
         operation of law, in each case on a Financed Vehicle and arising solely
         as a result of an action or omission of the related Obligor), (C)
         permit the lien of this Indenture not to constitute a valid first
         priority (other than with respect to any such tax, mechanics' or other
         lien) security interest in the Trust Fund or (D) amend, modify or fail
         to comply with the provisions of the Basic Documents without the prior
         written consent of the Controlling Party.

                  (iv)  take any action or fail to take any action that would
         cause the Issuer to be treated as an association (or publicly traded
         partnership) taxable as a corporation for U.S. Federal income tax
         purposes.

         SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee and the Insurer, within 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2001) and otherwise in compliance with the requirements of TIA Section
314(a)(4), an Officer's Certificate stating, as to the Authorized Officer
signing such Officer's Certificate, that

                  (i)   a review of the activities of the Issuer during such
         year and of 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,



                                       24

<PAGE>   33


         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 Terms.

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

                           (i)   the Person (if other than the Issuer) formed by
         or surviving such consolidation or merger shall be a Person organized
         and existing under the laws of the United States of America or any
         state and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Indenture Trustee, in form satisfactory
         to the Indenture Trustee 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 on the
         part of the Issuer to be performed or observed, all as provided herein;

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

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

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

                           (v)   all actions 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 each stating that such consolidation or merger and
         such supplemental indenture comply with this Article III and that all
         conditions precedent herein provided for relating to such transaction
         have been complied with (including any filing 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)



                                       25

<PAGE>   34


         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
Trust Fund, to any Person, unless

                           (i)   the Person that acquires by conveyance or
         transfer the properties and assets of the Issuer the conveyance or
         transfer of which is hereby restricted shall (A) be a United States
         citizen or a Person organized and existing under the laws of the United
         States of America or any state, (B) expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Indenture Trustee,
         in form satisfactory to the Indenture Trustee 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 of the Basic Documents 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 Holders of the Notes, (D) unless otherwise provided in
         such supplemental indenture, expressly agree to indemnify, defend and
         hold harmless the Issuer against and from any loss, liability or
         expense arising under or related to this Indenture and the Notes and
         (E) expressly agree by means of such supplemental indenture that such
         Person (or if a group of persons, then one specified Person) shall
         prepare (or cause to be prepared) and make all filings with the
         Commission (and any other appropriate Person) required by the Exchange
         Act in connection with the Notes;

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

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

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

                           (vi)  the Issuer shall have delivered to the
         Indenture Trustee and the Insurer an Officers' Certificate and an
         Opinion of Counsel each stating that such conveyance or transfer and
         such supplemental indenture comply with this Article III and that all
         conditions



                                       26

<PAGE>   35


         precedent herein provided for relating to such transaction have been
         complied with (including any filing 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 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.

         SECTION 3.11 Successor or Transferee.

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

                  (b) Upon a conveyance or transfer of all the assets and
properties of the Issuer pursuant to Section 3.10(b), the Issuer 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 stating that the Trust
is to be so released.

         SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto.

         SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) obligations owing from time to
time to the Insurer under the Insurance Agreement and (iii) any other
Indebtedness permitted by or arising under the Basic Documents or the Issuer's
compliance therewith. The proceeds of the Notes shall be used exclusively to
fund the Issuer's purchase of the Receivables and the other assets specified in
the Sale and Servicing Agreement and to fund the Reserve Account, the
Pre-Funding Account and the Capitalized Interest Account and to pay the Issuer's
organizational, transactional and start-up expenses.

         SECTION 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with the Sale and Servicing Agreement.

         SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring



                                       27

<PAGE>   36


another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

         SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (by long-term or operating lease or otherwise) for capital assets
(either realty or personalty).

         SECTION 3.17 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.

         SECTION 3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer 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 Owner Trustee, the Indenture Trustee, the Noteholders, the
Certificateholders and the Insurer as permitted by, and to the extent funds are
available for such purpose under the Sale and Servicing Agreement or 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 Basic Documents.

         SECTION 3.19 Notice of Events of Default. Upon a responsible officer of
the Owner Trustee having actual knowledge thereof, the Issuer agrees to give the
Indenture Trustee, the Insurer and the Rating Agencies prompt written notice of
each Event of Default hereunder and each default on the part of the Servicer or
the Seller of its obligations under the Sale and Servicing Agreement.

         SECTION 3.20 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 3.21 Amendments of Sale and Servicing Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 11.1 of the
Sale and Servicing Agreement or Section 11.1 of the Trust Agreement to eliminate
the requirements thereunder that the Indenture Trustee, the Insurer or the
Holders of the Notes consent to amendments thereto as provided therein.

         SECTION 3.22 Income Tax Characterization. For purposes of federal
income, state and local income and franchise and any other taxes, the Issuer
will treat the Notes as indebtedness.



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<PAGE>   37


                                   ARTICLE IV.

                           Satisfaction and Discharge

         SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.11, 3.12, 3.13, 3.15, 3.16, 3.18, 3.20, 3.21 and 3.22, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7 and the obligations of the
Indenture Trustee under Section 4.2) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

         (A)      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 2.5 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 3.3) 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



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<PAGE>   38


                           (i)   have become due and payable,

                           (ii)  will become due and payable at their respective
         Final Scheduled Payment Dates 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,

and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably deposited with the Indenture Trustee cash
or direct obligations of or obligations guaranteed by the United States of
America (which will mature prior to the date such amounts are payable), in trust
for such purpose, in an amount sufficient to pay and discharge the entire
indebtedness on such Notes not theretofore delivered to the Indenture Trustee
for cancellation when due to the Final Scheduled Payment Date or Redemption Date
(if Notes shall have been called for redemption pursuant to Section 10.1(a)), as
the case may be;

         (B)      the Issuer has paid or caused to be paid all Insurer Secured
                  Obligations and all Indenture Trustee Secured Obligations; 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 or the Insurer
                  (so long as an Insurer Default shall not have occurred and be
                  continuing) an Independent Certificate from a firm of
                  certified public accountants, each meeting the applicable
                  requirements of Section 11.1(a) and each stating that all
                  conditions precedent herein provided for relating to the
                  satisfaction and discharge of this Indenture have been
                  complied with.

         SECTION 4.2 Application of Trust Money. All moneys deposited with the
Indenture Trustee pursuant to Section 4.1 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent, as the
Indenture Trustee may determine, to the Holders of the particular Notes for the
payment or redemption of which such moneys have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest; but such moneys need not be segregated from other funds except to the
extent required herein or in the Sale and Servicing Agreement or required by
law.

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



                                       30

<PAGE>   39


                                   ARTICLE V.

                           EVENTS OF DEFAULT; REMEDIES

         SECTION 5.1 Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and 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 receipt of notice thereof from the Indenture
         Trustee (solely for purposes of this clause, a payment on the Notes
         funded by the Insurer shall be deemed to be a payment made by the
         Issuer) and the Indenture Trustee shall provide such notice within two
         Business Days of such default; or

                  (ii)  default in the payment of the principal of or any
         installment of the principal of any Note when the same becomes due and
         payable (solely for purposes of this clause, a payment on the Notes
         funded by the Insurer shall be deemed to be a payment made by the
         Issuer); or

                  (iii) so long as an Insurer Default shall not have occurred
         and be continuing, an Insurance Agreement Indenture Cross Default;
         provided, however, that the occurrence of an Insurance Agreement
         Indenture Cross Default may not form the basis of an Event of Default
         unless the Insurer shall, upon prior written notice to the Rating
         Agencies, have delivered (and not rescinded) to the Issuer and the
         Indenture Trustee a written notice specifying that such Insurance
         Agreement Indenture Cross Default constitutes an Event of Default under
         the Indenture; or

                  (iv)  so long as an Insurer Default shall have occurred and be
         continuing, 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), or any
         representation or warranty of the Issuer made in this Indenture or in
         any certificate or other writing delivered pursuant hereto or in
         connection herewith proving to have been incorrect in any material
         respect as of the time when the same shall have been made, and such
         default shall continue or not be cured, or the circumstance or
         condition in respect of which such misrepresentation or warranty was
         incorrect shall not have been eliminated or otherwise cured, for a
         period of 30 days (or for such longer period, not in excess of 90 days,
         as may be reasonably necessary to remedy such default; provided that
         such default is capable of remedy within 90 days or less and the
         Servicer on behalf of the Owner Trustee delivers an Officer's
         Certificate to the Indenture Trustee to the effect that the Issuer has
         commenced, or will promptly commence and diligently pursue, all
         reasonable efforts to remedy such default) after there shall have



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<PAGE>   40


         been given, by registered or certified mail, to the Issuer by the
         Indenture Trustee or to the Issuer and the Indenture Trustee by the
         Holders of at least 25% of the Outstanding Amount of the Notes a
         written notice specifying such default or incorrect representation or
         warranty and requiring it to be remedied and stating that such notice
         is a "Notice of Default" hereunder; or

                  (v) so long as an Insurer Default shall have occurred and be
         continuing, 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 Trust Fund 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
         Seller, the Transferor or the Issuer or for any substantial part of the
         Trust Fund, or ordering the winding-up or liquidation of the Seller's,
         the Transferor's or the Issuer's affairs, and such decree or order
         shall remain unstayed and in effect for a period of 60 consecutive
         days; or

                  (vi) so long as an Insurer Default shall have occurred and be
         continuing, 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 Seller, the Transferor or the Issuer or for any
         substantial part of the Trust Fund, or the making by the Seller, the
         Transferor or the Issuer of any general assignment for the benefit of
         creditors, or the failure by the Seller, the Transferor or the Issuer
         generally to pay its debts as such debts become due, or the taking of
         action by the Issuer in furtherance of any of the foregoing.

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



                                       32

<PAGE>   41

         SECTION 5.2  Rights Upon Event of Default.

                  (a) If an Event of Default shall have occurred and be
continuing, the Controlling Party may exercise any of the remedies specified in
Section 5.4(a). In the event of any acceleration of any Notes by operation of
this Section 5.2, the Indenture Trustee shall continue to be entitled to make
claims under the Policy pursuant to Section 5.18 hereof for Scheduled Payments
on the Notes. Payments under the Policy following acceleration of any Notes
shall be applied by the Indenture Trustee:

                  FIRST: to Noteholders for amounts due and unpaid on the Notes
         for interest, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for interest; and

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for principal, ratably, without preference or priority of any kind,
         according to the amounts due and payable on the Notes for principal.

                  (b) In the event any Notes are accelerated due to an Event of
Default, the Insurer shall have the right (in addition to its obligation to pay
Scheduled Payments on the Notes in accordance with the Policy), but not the
obligation, to make payments under the Policy or otherwise of interest and
principal due on such Notes, in whole or in part, on any date or dates following
such acceleration as the Insurer, in its sole discretion, shall elect.

                  (c) If an Insurer Default shall have occurred and be
continuing and an Event of Default shall have occurred and be continuing, the
Indenture Trustee in its discretion may, or if so requested in writing by a Note
Majority, declare by written notice to the Issuer that the Notes become,
whereupon they shall become, immediately due and payable at par, together with
accrued interest thereon.

                  (d) If an Insurer Default shall have occurred and be
continuing, then at any time after such declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the money due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, a Note Majority, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

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

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



                                       33

<PAGE>   42


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

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

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

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

                  (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer will, upon demand of the Indenture
Trustee, pay to it, for the benefit of the Holders of the Notes, 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 Rate and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

                  (b) Each Issuer Secured Party hereby irrevocably and
unconditionally appoints the Controlling Party as the true and lawful
attorney-in-fact of such Issuer Secured Party for so long as such Issuer Secured
Party is not the Controlling Party, with full power of substitution, to execute,
acknowledge and deliver any notice, document, certificate, paper, pleading or
instrument and to do in the name of the Controlling Party as well as in the
name, place and stead of such Issuer Secured Party such acts, things and deeds
for or on behalf of and in the name of such Issuer Secured Party under this
Indenture (including specifically under Section 5.4) and under the Basic
Documents which such Issuer Secured Party could or might do or which may be
necessary, desirable or convenient in such Controlling Party's sole discretion
to effect the purposes contemplated hereunder and under the Related Documents
and, without limitation, following the occurrence of an Event of Default,
exercise full right, power and authority to take, or defer from taking, any and
all acts with respect to the administration, maintenance or disposition of the
Trust Fund.

                  (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may in its discretion but with the consent of the Controlling
Party and shall, at the direction of the Controlling Party, proceed to protect
and enforce its rights and the rights of the Noteholders by such appropriate
Proceedings as the Indenture Trustee or the Controlling Party 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



                                       34

<PAGE>   43


other proper remedy or legal or equitable right vested in the Indenture Trustee
by this Indenture or by law.

                  (d) Notwithstanding anything to the contrary contained in this
Indenture (including without limitation Sections 5.4(a), 5.12, 5.13 and 5.17)
and regardless of whether an Insurer Default shall have occurred and be
continuing, if the Issuer fails to perform its obligations under Section 10.1
hereof when and as due, the Indenture Trustee may in its discretion (and without
the consent of the Controlling Party) proceed to protect and enforce its rights
and the rights of the Noteholders by such appropriate proceedings as the
Indenture Trustee shall deem most effective to protect and enforce any such
rights, whether for specific performance 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; provided that the Indenture Trustee shall
only be entitled to take any such actions without the consent of the Controlling
Party to the extent such actions are taken only to enforce the Issuer's
obligations to redeem the principal amount of Notes and pay interest thereon at
the applicable Interest Rate and are taken only against the portion of the
Collateral, if any, consisting of any investments therein and any proceeds
thereof.

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

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



                                       35

<PAGE>   44

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

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

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

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

                  (f) 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.

                  (g) 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
Indenture Trustee of an express trust, and any recovery of judgment, subject to
the payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes.

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



                                       36

<PAGE>   45

         SECTION 5.4  Remedies.

                  (a) If an Event of Default shall have occurred and be
continuing, the Controlling Party may do one or more of the following (subject
to Section 5.5):

                           (i)   institute Proceedings in its own name and as
         trustee of an express trust for the collection of all amounts then
         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 moneys
         adjudged due;

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

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

                           (iv)  direct the Indenture Trustee to sell the Trust
         Fund or any portion thereof or rights or interest therein, at one or
         more public or private sales called and conducted in any manner
         permitted by law; provided, however, that the Indenture Trustee, or, if
         the Insurer is the Controlling Party, the Insurer, may not sell or
         otherwise liquidate the Trust Fund following an Insurance Agreement
         Indenture Cross Default unless:

                                    (I) such Insurance Agreement Indenture Cross
                           Default arises from a claim being made on the Policy
                           or from the insolvency of the Trust, or

                                    (II) the proceeds of such sale or
                           liquidation distributable to the Noteholders are
                           sufficient to discharge in full all amounts then due
                           and unpaid upon such Notes for principal and
                           interest; or

if the Indenture Trustee is the Controlling Party, the Indenture Trustee may not
sell or otherwise liquidate the Trust Fund following an Event of Default unless

                                            either

                                            (x) the Holders of 100% of the
                                    Outstanding Amount of the Notes consents
                                    thereto, or

                                            (y) the proceeds of such sale or
                                    liquidation distributable to the Noteholders
                                    are sufficient to discharge in full all
                                    amounts then due and unpaid upon such Notes
                                    for principal and interest, or

                                            (z) the Indenture Trustee determines
                                    that the Trust Fund will not continue to
                                    provide sufficient funds for the payment of
                                    principal of and interest on the Notes as
                                    they would have become due



                                       37

<PAGE>   46

                                    if the Notes had not been declared due and
                                    payable, and the Indenture Trustee provides
                                    notice to the Rating Agencies and obtains
                                    the consent of Holders of 66-2/3% of the
                                    Outstanding Amount of the Notes.

In determining such sufficiency or insufficiency with respect to clause (y) and
(z), the Indenture Trustee may, but need not, obtain and rely upon an opinion of
an Independent investment banking or accounting firm of national reputation as
to the feasibility of such proposed action and as to the sufficiency of the
Trust Fund for such purpose.

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

         SECTION 5.6  Priorities.

                  (a) Following (1) the acceleration of the Notes pursuant to
Section 5.2 or (2) if an Insurer Default shall have occurred and be continuing,
the occurrence of an Event of Default pursuant to Section 5.1(i), 5.1(ii),
5.1(iii), 5.1(v) or 5.1(vi), the Distribution Amount, including any money or
property collected pursuant to this Article V, shall be applied by the Indenture
Trustee in the following order of priority:

                           (i)   FIRST: amounts due and owing and required to be
         distributed to the Servicer, the Backup Servicer and the Indenture
         Trustee, respectively, pursuant to priorities (i) and (ii) of Section
         5.6(b) of the Sale and Servicing Agreement and not previously
         distributed, in the order of such priorities and without preference or
         priority of any kind within such priorities;

                           (ii)  SECOND: to Noteholders for amounts due and
         unpaid on the Notes for interest, ratably, without preference or
         priority of any kind, according to the amounts due and payable on the
         Notes for interest;

                           (iii) THIRD: to Noteholders for amounts due and
         unpaid on the Notes for principal, ratably, (a) to the Class A-1
         Noteholders, (b) to the Class A-2 Noteholders, (c) to the Class A-3
         Noteholders and (d) to the Class A-4 Noteholders, according to the
         amounts due and payable on the Notes for principal;



                                       38

<PAGE>   47


                           (iv)  FOURTH: amounts due and owing and required to
         be distributed to the Insurer pursuant to priority (v) of Section
         5.6(b) of the Sale and Servicing Agreement and not previously
         distributed; and

                           (v)   FIFTH: all remaining amounts to the Certificate
         Distribution Account for distribution in accordance with Section 5.2 of
         the Trust Agreement;

                           (vi)  SIXTH: to or upon the order of the Transferor;
         provided that any amounts collected from the Pre-Funding Account shall
         be paid, first, for amounts due and unpaid on the Notes for principal,
         if any, for distribution to Noteholders in accordance with Section
         10.1(c) and, second, in accordance with priorities FIRST through SIXTH
         above.

                  (b) The Indenture Trustee may fix a special record date and
payment date for any payment to Noteholders pursuant to this Section. At least
15 days before such special 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 5.7 Limitation of Suits. Neither the Insurer, nor any 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)   the Insurer or such Holder has previously given
         written notice to the Indenture Trustee of a continuing Event of
         Default;

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

                           (iii) the Insurer or such Holder or Holders have
         offered and provided 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 and provision of indemnity
         has failed to institute such proceedings;

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

                           (vi)  with respect to such Holder, an Insurer Default
         shall have occurred and be continuing;



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<PAGE>   48

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

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

         SECTION 5.8 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on such Note on or
after the respective due dates thereof expressed in such Note or in this
Indenture (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 5.9 Restoration of Rights and Remedies. If the Controlling
Party or any Noteholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such proceeding had been
instituted.

         SECTION 5.10 Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Controlling Party 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 Controlling Party or any Holder of any Note to exercise any right or remedy
accruing upon any Default or Event of Default shall impair any such right or
remedy or constitute a waiver of any such Default or Event of Default or an
acquiescence therein. Every right and remedy given by this Article V or by law
to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.



                                       40

<PAGE>   49

         SECTION 5.12 Control by Noteholders. Following the occurrence and
continuation of an Insurer Default, the Holders of a majority of the Outstanding
Amount of the Notes shall have the right to direct the time, method and place of
conducting any proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:

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

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

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

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

                  provided, however, that, subject to Section 6.1, the Indenture
         Trustee need not take any action that it determines might 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. If an Insurer Default shall have
occurred and be continuing prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, a Note Majority may waive any
past Default or Event of Default and its consequences except a Default (a) in
payment of principal of or interest on any of the Notes or (b) in respect of a
covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note. In the case of any such waiver, the Issuer,
the Indenture Trustee and the Holders of the Notes 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.

         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.



                                       41

<PAGE>   50


         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 reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder for
the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (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 wherever enacted, now or at any time hereafter in
force, that may affect the covenants or the performance of this Indenture; and
the Issuer (to the extent that it may lawfully do so) hereby expressly waives
all benefit or advantage of any such law, and covenants that it will not hinder,
delay or impede the execution of any power herein granted to the Indenture
Trustee, but will suffer and permit the execution of every such power as though
no such law had been enacted.

         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 Trust Fund 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 5.6.

         SECTION 5.17 Performance and Enforcement of Certain Obligations.

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



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<PAGE>   51


performance by the Seller or the Servicer of each of their obligations under the
Sale and Servicing Agreement.

                  (b) If the Indenture Trustee is a Controlling Party and if an
Event of Default has occurred and is continuing, the Indenture Trustee may, and,
at the direction (which direction shall be in writing) of the Holders of at
least 66-2/3% of the Outstanding Amount of the Notes and upon receipt of
indemnity reasonably satisfactory to the Indenture Trustee shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Seller, the Transferor or the Servicer under or in connection with the Sale and
Servicing Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller, the Transferor 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
Sale and Servicing Agreement, and any right of the Issuer to take such action
shall be suspended.

         SECTION 5.18  Claims Under Policy.

                  (a) In the event that the Indenture Trustee has delivered a
Deficiency Notice with respect to any Determination Date pursuant to Section 5.4
of the Sale and Servicing Agreement, the Indenture Trustee shall on the related
Deficiency Claim Date determine the Policy Claim Amount for the related Payment
Date. If the Policy Claim Amount for such Payment Date is greater than zero, the
Indenture Trustee shall furnish to the Insurer no later than 12:00 noon New York
City time on the related Deficiency Claim Date a completed Notice of Claim in
the amount of the Policy Claim Amount. Amounts paid by the Insurer pursuant to a
claim submitted under this Section 5.18(a) shall be deposited by the Indenture
Trustee into the Note Distribution Account for payment to Noteholders on the
related Payment Date.

                  (b) Any notice delivered by the Indenture Trustee to the
Insurer pursuant to subsection 5.18(a) shall specify the Policy Claim Amount
claimed under the Policy and shall constitute a "Notice of Claim" under the
Policy. In accordance with the provisions of the Policy, the Insurer is required
to pay to the Indenture Trustee the Policy Claim Amount properly claimed
thereunder by 12:00 noon, New York City time, on the later of (i) the third
Business Day following the Business Day on which the Notice of Claim was
received, and (ii) the applicable Payment Date. Any payment made by the Insurer
under the Policy shall be applied solely to the payment of the Notes, and for no
other purpose.

                  (c) The Indenture Trustee shall (i) receive as
attorney-in-fact of each Noteholder any Policy Claim Amount from the Insurer and
(ii) deposit the same in the Note Distribution Account for distribution to
Noteholders as provided in Section 3.1 or Section 5.2 of this Indenture. Any and
all Policy Claim Amounts disbursed by the Indenture Trustee from claims made
under the Policy shall not be considered payment by the Issuer with respect to
such Notes, and shall not discharge the obligations of the Issuer with respect
thereto. The Insurer shall, to the extent it makes any payment with respect to
the Notes, become subrogated to the rights of the recipients of such payments to
the extent of such payments. Subject to and conditioned upon any payment with
respect



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<PAGE>   52


to the Notes by or on behalf of the Insurer, the Indenture Trustee shall
assign to the Insurer all rights to the payment of interest or principal with
respect to the Notes which are then due for payment to the extent of all
payments made by the Insurer, and the Insurer may exercise any option, vote,
right, power or the like with respect to the Notes to the extent that it has
made payment pursuant to the Policy. To evidence such subrogation, the Note
Registrar shall note the Insurer's rights as subrogee upon the register of
Noteholders upon receipt from the Insurer of proof of payment by the Insurer of
any Noteholders' Interest Distributable Amount or Noteholders' Principal
Distributable Amount. The foregoing subrogation shall in all cases be subject to
the rights of the Noteholders to receive all Scheduled Payment in respect of the
Notes.

                  (d) The Indenture Trustee shall keep a complete and accurate
record of all funds deposited by the Insurer into the Note Distribution Account
and the allocation of such funds to payment of interest on and principal paid in
respect of any Note. The Insurer shall have the right to inspect such records at
reasonable times upon one Business Day's prior notice to the Indenture Trustee.

                  (e) The Indenture Trustee shall be entitled to enforce on
behalf of the Noteholders the obligations of the Insurer under the Policy.
Notwithstanding any other provision of this Agreement or any Basic Documents,
the Noteholders are not entitled to institute proceedings directly against the
Insurer.

         SECTION 5.19 Preference Claims.

                  (a) In the event that the Indenture Trustee has received a
certified copy of an order of the appropriate court that any Noteholders'
Interest Distributable Amount or Noteholders' Principal Distributable Amount
paid on a Note has been avoided in whole or in part as a preference payment
under applicable bankruptcy law, the Indenture Trustee shall so notify the
Insurer, shall comply with the provisions of the Policy to obtain payment by the
Insurer of such avoided payment, and shall, at the time it provides notice to
the Insurer, notify Holders of the Notes by mail that, in the event that any
Noteholder's payment is so recoverable, such Noteholder will be entitled to
payment pursuant to the terms of the Policy. The Indenture Trustee shall furnish
to the Insurer its records evidencing the payments of principal of and interest
on Notes, if any, which have been made by the Indenture Trustee and subsequently
recovered from Noteholders, and the dates on which such payments were made.
Pursuant to the terms of the Policy, the Insurer will make such payment on
behalf of the Noteholder to the receiver, conservator, debtor-in-possession or
trustee in bankruptcy named in the Order (as defined in the Policy) and not to
the Indenture Trustee or any Noteholder directly (unless a Noteholder has
previously paid such payment to the receiver, conservator, debtor-in-possession
or trustee in bankruptcy, in which case the Insurer will make such payment to
the Indenture Trustee for distribution to such Noteholder upon proof of such
payment reasonably satisfactory to the Insurer).

                  (b) The Indenture Trustee shall promptly notify the Insurer of
any proceeding or the institution of any action (of which the Indenture Trustee
has actual knowledge) seeking the



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<PAGE>   53


avoidance as a preferential transfer under applicable bankruptcy, insolvency,
receivership, rehabilitation or similar law (a "Preference Claim") of any
distribution made with respect to the Notes. Each Holder, by its purchase of
Notes, and the Indenture Trustee hereby agree that so long as an Insurer Default
shall not have occurred and be continuing, the Insurer may at any time during
the continuation of any proceeding relating to a Preference Claim direct all
matters relating to such Preference Claim including, without limitation, (i) the
direction of any appeal of any order relating to any Preference Claim and (ii)
the posting of any surety, supersedes or performance bond pending any such
appeal at the expense of the Insurer, but subject to reimbursement as provided
in the Insurance Agreement. In addition, and without limitation of the
foregoing, as set forth in Section 5.18(c), the Insurer shall be subrogated to,
and each Noteholder and the Indenture Trustee hereby delegate and assign, to the
fullest extent permitted by law, the rights of the Indenture Trustee and each
Noteholder in the conduct of any proceeding with respect to a Preference Claim,
including, without limitation, all rights of any party to an adversary
proceeding action with respect to any court order issued in connection with any
such Preference Claim.

                                   ARTICLE VI.

                              The Indenture Trustee

         SECTION 6.1 Duties of Indenture Trustee.

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

                  (b) Except during the continuance of an Event of Default of
which a Responsible Officer of the Indenture Trustee has actual knowledge:

                           (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.

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, if
applicable, the other Basic Documents. If any such instrument is found not to
conform in any material respect to the requirements of this Indenture, the
Indenture Trustee shall notify the Noteholders of such instrument in the event
that the Indenture Trustee, after so requesting, does not receive a
satisfactorily corrected instrument.



                                       45

<PAGE>   54

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

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

                           (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 grossly 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 or
         5.17.

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

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

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

                  (g) Every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Indenture Trustee
shall be subject to the provisions of this Section, Section 6.2 and provisions
of the TIA.

                  (h) The Indenture Trustee shall, upon reasonable prior notice
to the Indenture Trustee, permit any representative of the Insurer or the
Noteholders, during the Indenture Trustee's normal business hours, to examine
all books of account, records, reports and other papers of the Indenture Trustee
relating to the Notes, to make copies and extracts therefrom and to discuss the
Indenture Trustee's affairs and actions, as such affairs and actions relate to
the Indenture Trustee's duties with respect to the Notes, with the Indenture
Trustee's officers and employees responsible for carrying out the Indenture
Trustee's duties with respect to the Notes.

                  (i) The Indenture Trustee shall, and hereby agrees that it
will, perform all of the obligations and duties required of it under the Sale
and Servicing Agreement.



                                       46

<PAGE>   55


                  (j) The Indenture Trustee shall, and hereby agrees that it
will, hold the Policy in trust, and will hold any proceeds of any claim on the
Policy in trust solely for the use and benefit of the Noteholders.

                  (k) Without limiting the generality of this Section 6.1, the
Indenture Trustee shall have no duty unless specifically set forth in this
Indenture or the Basic Documents (i) to see to any recording, filing or
depositing of this Indenture or any agreement referred to herein or any
financing statement evidencing a security interest in the Financed Vehicles, or
to see to the maintenance of any such recording or filing or depositing or to
any recording, refiling or redepositing of any thereof, (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
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 Trust, (iv) to confirm or
verify the contents of any reports or certificates delivered to the Indenture
Trustee pursuant to this Indenture or the Sale and Servicing Agreement believed
by the Indenture Trustee to be genuine and to have been signed or presented by
the proper party or parties, or (v) to inspect the Financed Vehicles at any time
or ascertain or inquire as to the performance of observance of any of the
Issuer's, the Seller's or the Servicer's representations, warranties or
covenants or the Servicer's duties and obligations as Servicer and as custodian
of the Receivable Files under the Sale and Servicing Agreement.

         SECTION 6.2 Rights of Indenture Trustee.

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

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

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



                                       47

<PAGE>   56

                  (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
institute, conduct or defend any litigation under this Indenture or in relation
to this Indenture or otherwise exercise any rights or powers vested in it by
this Indenture, at the request, order or direction of any of the Holders of
Notes or the Controlling Party pursuant to the provisions of this Indenture,
unless such Holders of Notes or the Controlling Party shall have offered and
provided to the Indenture Trustee security or indemnity reasonably satisfactory
to the Indenture Trustee against the costs, expenses and liabilities that may be
incurred therein or thereby; provided however, that the Indenture Trustee shall,
upon the occurrence of an Event of Default (that has not been cured), exercise
the rights and powers vested in it by this Indenture with reasonable care and
skill.

                  (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, and may conclusively rely on the
correctness of any statement made therein but the Indenture Trustee shall make
such investigation if requested in writing to do so by the Insurer (so long as
no, if the Insurer Default shall have occurred and be continuing) or (if an
Insurer Default shall have occurred and be continuing), the Controlling Party,
or by the Holders of Notes evidencing not less than 25% of the Outstanding
Amount thereof; 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 or the Sale and Servicing
Agreement, the Indenture Trustee may require indemnity reasonably satisfactory
to the Indenture Trustee against such cost, expense or liability as a condition
to so proceeding; the reasonable expense of every such examination shall be paid
by the Person making such request, or, if paid by the Indenture Trustee, shall
be reimbursed by the Person making such request upon demand.

         SECTION 6.3 Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee must comply with Sections 6.11 and 6.12.

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



                                       48

<PAGE>   57

         SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing
and if it is either actually known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to each Noteholder notice of the Default within
90 days after such knowledge or notice occurs. Except in the case of a Default
in payment of principal of or interest on any Note (including payments pursuant
to the mandatory redemption provisions of such Note), the Indenture Trustee may
withhold the notice if and so long as a committee of its Responsible Officers in
good faith determines that withholding the notice is in the interests of
Noteholders.

         SECTION 6.6 Reports by Indenture Trustee to Holders. Within the
prescribed period for tax reporting purposes after the end of each calendar year
during the term of this Indenture, the Indenture Trustee shall deliver to each
Noteholder such information in its possession relating to the payments made by
the Indenture Trustee on the Notes as may be reasonably required to enable such
Holder to prepare its Federal and state income tax returns.

         SECTION 6.7 Compensation and Indemnity.

                  (a) Pursuant to Section 5.6(b) of the Sale and Servicing
Agreement, the Issuer shall, or shall cause the Servicer to, pay to the
Indenture Trustee from time to time reasonable compensation for its services and
reimbursement for its reasonable expenses in accordance with a separate
agreement between the Servicer and the Indenture Trustee. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Indenture Trustee shall notify the Issuer and
the Servicer promptly of any claim for which it may seek indemnity. Failure by
the Indenture Trustee to so notify the Issuer and the Servicer shall not relieve
the Issuer of its obligations hereunder or the Servicer of its obligations under
Article X of the Sale and Servicing Agreement. The Issuer shall to the extent
that funds are available therefore after payment in full of the Notes or shall
cause the Servicer to defend the claim, the Indenture Trustee may have separate
counsel and the Issuer shall to the extent that funds are available therefor
after payment in full of the Notes or shall cause the Servicer to pay the fees
and expenses of such counsel. Neither the Issuer nor the Servicer 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.

                  (b) The payment obligations to the Indenture Trustee pursuant
to this Section shall survive the Termination Date and the discharge of this
Indenture subject to a satisfaction of the Rating Agency Condition. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(v) or (vi) 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.
Notwithstanding anything else set forth in this Indenture or the other Basic
Documents, the Indenture Trustee agrees that the obligations of the Issuer (but
not the Servicer) to the Indenture Trustee hereunder and under the Basic
Documents shall be recourse to the Trust Fund only and specifically shall not be
recourse to the



                                       49
<PAGE>   58

assets of the Seller, the Transferor, the Depositor, the Issuer or any
Noteholder or any Certificateholder. In addition, the Indenture Trustee agrees
that its recourse to the Seller, the Transferor, the Depositor, the Issuer, the
Trust Fund and the Seller shall be limited to the right to receive the
distributions referred to in Section 5.6(b) of the Sale and Servicing Agreement.

         SECTION 6.8 Replacement of Indenture Trustee. (a) The Indenture Trustee
may resign at any time by so notifying the Issuer and the Insurer. The
Controlling Party may remove the Indenture Trustee by so notifying the Indenture
Trustee and may appoint a successor Indenture Trustee. The Issuer shall remove
the Indenture Trustee, if:

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

                           (ii) 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;

                           (iii) an involuntary case under the federal
         bankruptcy laws, as now or hereafter in effect, or another present or
         future federal or state bankruptcy, insolvency or similar law is
         commenced with respect to the Indenture Trustee and such case is not
         dismissed within 60 days;

                           (iv) the Indenture Trustee commences 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 consents 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 makes any assignment for the
         benefit of creditors or fails generally to pay its debts as such debts
         become due or takes any corporate action in furtherance of any of the
         foregoing; or

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

         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
in its sole discretion (so long as an Insurer Default shall not have occurred
and be continuing). If the Issuer fails to appoint such a successor Indenture
Trustee, the Controlling Party may appoint a successor Indenture Trustee.




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<PAGE>   59

         A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee, to the Issuer and to the Insurer
(so long as no Insurer Default shall have occurred and be continuing). 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 subject to satisfaction
of the Rating Agency Condition. 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.

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Controlling Party may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

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

         Any resignation or removal of the Indenture Trustee and appointment of
a successor Indenture Trustee pursuant to any of the provisions of this Section
shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to Section 6.8 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 Issuer's and the Servicer's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.

                  (b) Every temporary or permanent successor Indenture Trustee
appointed hereunder shall execute, acknowledge and deliver to its predecessor
and to the Indenture Trustee, each Issuer Secured Party and the Issuer an
instrument in writing accepting such appointment hereunder and the relevant
predecessor shall execute, acknowledge and deliver such other documents and
instruments as will effectuate the delivery of all Indenture Collateral to the
successor Collateral Agent, whereupon such successor, without any further act,
deed or conveyance, shall become fully vested with all the estates, properties,
rights, powers, duties and obligations of its predecessor. Such predecessor
shall, nevertheless, on the written request of either Issuer Secured Party or
the Issuer, execute and deliver an instrument transferring to such successor all
the estates, properties, rights and powers of such predecessor hereunder. In the
event that any instrument in writing from the Issuer or an Issuer Secured Party
is reasonably required by a successor Indenture Trustee to more fully and
certainly vest in such successor the estates, properties, rights, powers, duties
and obligations vested or intended to be vested hereunder in the Indenture
Trustee, any and all such written instruments shall, at the request of the
temporary or permanent successor Indenture Trustee, be forthwith executed,
acknowledged and delivered by the Issuer. The designation of any successor
Indenture Trustee and the instrument or instruments removing any Indenture
Trustee and appointing a




                                       51
<PAGE>   60

successor hereunder, together with all other instruments provided for herein,
shall be maintained with the records relating to the Collateral and, to the
extent required by applicable law, filed or recorded by the successor Indenture
Trustee in each place where such filing or recording is necessary to effect the
transfer of the Collateral to the successor Indenture Trustee or to protect or
continue the perfection of the security interests granted hereunder.

         SECTION 6.9 Successor Indenture Trustee by Merger. If the Indenture
Trustee consolidates with, merges or converts into, or transfers all or
substantially all its corporate trust business or assets to, another corporation
or banking association, the resulting, surviving or transferee corporation
without any further act shall be the successor Indenture Trustee and shall
provide written notice thereof to the Issuer, the Insurer, and each Rating
Agency provided, however that such corporation or banking association shall be
otherwise qualified and eligible under Section 6.11 hereto.

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

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

                  (a) Notwithstanding any other provisions of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Trust may at the time be located, the Indenture Trustee
with the consent of the Insurer (so long as an Insurer Default shall not have
occurred and be continuing) shall have the power and may execute and deliver all
instruments to appoint one or more Persons to act as a co-trustee or
co-trustees, or a 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 Trust, 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 trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8 hereof.

                  (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




                                       52
<PAGE>   61

         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 Fund 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,
         including acts or omissions of predecessor or successor trustees; 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 Agreement and the conditions of this Article VI. Each separate trustee and
co-trustee, upon its acceptance of the trusts conferred, shall be vested with
the estates or property specified in its instrument of appointment, either
jointly with the Indenture Trustee or separately, as may be provided therein,
subject to all the provisions of this Indenture, specifically including every
provision of this Indenture relating to the conduct of, affecting the liability
of, or affording protection to, the Indenture Trustee. Every such instrument
shall be filed with the Indenture Trustee.

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

         SECTION 6.11 Eligibility; Disqualification. The Indenture Trustee shall
at all times satisfy the requirements of TIA Section 310(a). The Indenture
Trustee shall have a combined capital and surplus of at least $50,000,000 as set
forth in its most recent published annual report of condition or its parent and
it or its parent shall have a long term debt rating of BBB- or better by the
Rating Agencies. The Indenture Trustee shall provide copies of such reports to
the Insurer upon request. The Indenture Trustee shall comply with TIA Section
310(b), including the optional provision permitted by the second sentence of TIA
Section 310(b)(9); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which other




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<PAGE>   62

securities of the Issuer are outstanding if the requirements for such exclusion
set forth in TIA Section 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 TIA Section 311(a) to the extent indicated.

         SECTION 6.13 Appointment and Powers. Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints Wells
Fargo Bank Minnesota, National Association, in its capacity as Indenture
Trustee, as the collateral agent with respect to the Collateral, and Wells Fargo
Bank Minnesota, National Association, hereby accepts such appointment and agrees
to act as collateral agent with respect to the Collateral for the Issuer Secured
Parties, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties with respect to
the Collateral in accordance with the provisions of this Indenture. Each Issuer
Secured Party hereby authorizes the Indenture Trustee to take such action on its
behalf, and to exercise such rights, remedies, powers and privileges hereunder,
as the Controlling Party may direct and as are specifically authorized to be
exercised by the Indenture Trustee by the terms hereof, together with such
actions, rights, remedies, powers and privileges as are reasonably incidental
thereto. The Indenture Trustee shall act upon and in compliance with the written
instructions of the Controlling Party delivered pursuant to this Indenture
promptly following receipt of such written instructions; provided that the
Indenture Trustee shall not act in accordance with any instructions (i) which
are not authorized by, or in violation of the provisions of, this Indenture,
(ii) which are in violation of any applicable law, rule or regulation or (iii)
for which the Indenture Trustee has not received reasonable indemnity. Receipt
of such instructions shall not be a condition to the exercise by the Indenture
Trustee of its express duties hereunder, except where this Indenture provides
that the Indenture Trustee is permitted to act only following and in accordance
with such instructions.

         SECTION 6.14 Performance of Duties. The Indenture Trustee shall have no
duties or responsibilities except those expressly set forth in this Indenture
and the other Basic Documents to which the Indenture Trustee is a party or as
directed by the Controlling Party in accordance with this Indenture. The
Indenture Trustee shall not be required to take any discretionary actions
hereunder except at the written direction and with the indemnification of the
Controlling Party. The Indenture Trustee shall, and hereby agrees that it will,
perform all of the duties and obligations required of it under the Sale and
Servicing Agreement.

         SECTION 6.15 Limitation on Liability. Neither the Indenture Trustee nor
any of its directors, officers or employees shall be liable for any action taken
or omitted to be taken by it or them hereunder, or in connection herewith,
except that the Indenture Trustee shall be liable for its negligence, bad faith
or willful misconduct; nor shall the Indenture Trustee be responsible for the
validity, effectiveness, value, sufficiency or enforceability against the Issuer
of this Indenture or any of the Collateral (or any part thereof).
Notwithstanding any term or provision of this Indenture, the Indenture Trustee
shall incur no liability to the Issuer or the Issuer Secured Parties for any
action




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<PAGE>   63

taken or omitted by the Indenture Trustee in connection with the Collateral,
except for the negligence, bad faith or willful misconduct on the part of the
Indenture Trustee, and, further, shall incur no liability to the Issuer Secured
Parties except for negligence, bad faith or willful misconduct in carrying out
its duties to the Issuer Secured Parties. Subject to Section 6.16, the Indenture
Trustee shall be protected and shall incur no liability to any such party in
relying upon the accuracy, acting in reliance upon the contents, and assuming
the genuineness of any notice, demand, certificate, signature, instrument or
other document reasonably believed by the Indenture Trustee to be genuine and to
have been duly executed by the appropriate signatory, and (absent actual
knowledge to the contrary) the Indenture Trustee shall not be required to make
any independent investigation with respect thereto. The Indenture Trustee shall
at all times be free independently to establish to its reasonable satisfaction,
but shall have no duty to independently verify, the existence or nonexistence of
facts that are a condition to the exercise or enforcement of any right or remedy
hereunder or under any of the Basic Documents. The Indenture Trustee may consult
with counsel, and shall not be liable for any action taken or omitted to be
taken by it hereunder in good faith and in accordance with the written advice of
such counsel. The Indenture Trustee shall not be under any obligation to
exercise any of the remedial rights or powers vested in it by this Indenture or
to follow any direction from the Controlling Party unless it shall have received
reasonable security or indemnity satisfactory to the Indenture Trustee against
the costs, expenses and liabilities which might be incurred by it.

         SECTION 6.16 Reliance Upon Documents. In the absence of negligence, bad
faith or willful misconduct on its part, the Indenture Trustee shall be entitled
to rely on any communication, instrument, paper or other document reasonably
believed by it to be genuine and correct and to have been signed or sent by the
proper Person or Persons and shall have no liability in acting, or omitting to
act, where such action or omission to act is in reasonable reliance upon any
statement or opinion contained in any such document or instrument.

         SECTION 6.17 [RESERVED].

         SECTION 6.18 [RESERVED].

         SECTION 6.19 Representations and Warranties of the Indenture Trustee.
The Indenture Trustee represents and warrants to the Issuer and to each Issuer
Secured Party as follows:

                  (a) Due Organization. The Indenture Trustee is a national
banking association, duly organized, validly existing and in good standing under
the laws of the United States and is duly authorized and licensed under
applicable law to conduct its business as presently conducted.

                  (b) Corporate Power. The Indenture Trustee has all requisite
right, power and authority to execute and deliver this Indenture and to perform
all of its duties as Indenture Trustee hereunder.

                  (c) Due Authorization. The execution and delivery by the
Indenture Trustee of this Indenture and the other Basic Documents to which it is
a party, and the performance by the




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<PAGE>   64

Indenture Trustee of its duties hereunder and thereunder, have been duly
authorized by all necessary organizational proceedings and no further approvals
or filings, including any governmental approvals, are required for the valid
execution and delivery by the Indenture Trustee, or the performance by the
Indenture Trustee, of this Indenture and such other Basic Documents to which it
is a party.

                  (d) Valid and Binding Indenture. The Indenture Trustee has
duly executed and delivered this Indenture and each other Basic Document to
which it is a party, and each of this Indenture and each such other Basic
Document constitutes the legal, valid and binding obligation of the Indenture
Trustee, enforceable against the Indenture Trustee in accordance with its terms,
except as (i) such enforceability may be limited by bankruptcy, insolvency,
reorganization and similar laws relating to or affecting the enforcement of
creditors' rights generally and (ii) the availability of equitable remedies may
be limited by equitable principles of general applicability.

         SECTION 6.20 Waiver of Setoffs. The Indenture Trustee hereby expressly
waives any and all rights of setoff that the Indenture Trustee may otherwise at
any time have under applicable law with respect to any Trust Account and agrees
that amounts in the Trust Accounts shall at all times be held and applied solely
in accordance with the provisions hereof.

         SECTION 6.21 Control by the Controlling Party. The Indenture Trustee
shall comply with notices and instructions given by the Issuer only if
accompanied by the written consent of the Controlling Party, except that if any
Event of Default shall have occurred and be continuing, the Indenture Trustee
shall act upon and comply with notices and instructions given by the Controlling
Party alone in the place and stead of the Issuer.

                                  ARTICLE VII.

                         Noteholders' Lists and Reports

         SECTION 7.1 Issuer To Furnish To Indenture Trustee Names and Addresses
of Noteholders. The Issuer will furnish or cause to be furnished to the
Indenture Trustee (a) not more than five (5) days after the earlier of (i) each
Record Date and (ii) three months after the last Record Date, a list, in such
form as the Indenture Trustee may reasonably require, of the names and addresses
of the Holders as of such Record Date, (b) at such other times as the Indenture
Trustee may request in writing, within thirty (30) days after receipt by the
Issuer of any such request, a list of similar form and content as of a date not
more than ten (10) days prior to the time such list is furnished; provided,
however, that so long as the Indenture Trustee is the Note Registrar, no such
list shall be required to be furnished. The Indenture Trustee or, if the
Indenture Trustee is not the Note Registrar, the Issuer shall furnish to the
Insurer in writing on an annual basis on each March 31 and at such other times
as the Insurer may request, a copy of the list.

         SECTION 7.2 Preservation of Information; Communications to Noteholders.




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<PAGE>   65

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

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

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

         SECTION 7.3  Reports by Issuer. 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 7.3(a) as may be required by rules and regulations
         prescribed from time to time by the Commission.

         SECTION 7.4 Reports by Indenture Trustee. If required by TIA Section
313(a), within 60 days after each June 30, beginning with June 30, 2001, the
Indenture Trustee shall mail to each Noteholder as required by TIA Section
313(c) a brief report dated as of such date that complies with TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b).

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




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<PAGE>   66

         SECTION 7.5 Fiscal Year.

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

                                  ARTICLE VIII.

                      Accounts, Disbursements and Releases

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

         SECTION 8.2 Trust Accounts.

                  (a) On or prior to the Closing Date, the Issuer shall
establish or shall cause the Servicer to establish and maintain, in the name of
the Indenture Trustee, for the benefit of the Noteholders, the Insurer and
Certificateholders, as applicable, the Trust Accounts as provided in Section 5.1
of the Sale and Servicing Agreement.

                  (b) Subject to Section 5.6 of the Sale and Servicing
Agreement, on each Payment Date and Redemption Date, the Indenture Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.6):

                           (i) accrued and unpaid interest on the Notes;
         provided that if there are not sufficient funds in the Note
         Distribution Account to pay the entire amount of accrued and unpaid
         interest then due on each class of the Notes, the amount in the Note
         Distribution Account shall be applied to the payment of such interest
         on the each class of Notes pro rata on the basis of the amount of
         accrued and unpaid interest due on each class of Notes;

                           (ii) principal to the Holders of the Class A-1 Notes
         until the Outstanding Amount of the Class A-1 Notes is reduced to zero;




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<PAGE>   67

                           (iii) principal to the Holders of the Class A-2 Notes
         until the Outstanding Amount of the Class A-2 Notes is reduced to zero;

                           (iv) principal to the Holders of the Class A-3 Notes
         until the Outstanding Amount of the Class A-3 Notes is reduced to zero;
         and

                           (v) principal to the Holders of the Class A-4 Notes
         until the Outstanding Amount of the Class A-4 Notes is reduced to zero.

         SECTION 8.3 General Provisions Regarding Accounts.

                  (a) So long as no Default or Event of Default shall have
occurred and be continuing, all or a portion of the funds in the Trust Accounts
shall be invested and reinvested in Eligible Investments by the Indenture
Trustee upon Issuer Order, subject to the provisions of Section 5.1(b) of the
Sale and Servicing Agreement. All income or other gain from investments of
moneys deposited in a Trust Account shall be deposited (or caused to be
deposited) by the Indenture Trustee in such Trust Account, and any loss
resulting from such investments shall be charged to such account. The Issuer
will not direct the Indenture Trustee to make any investment of any funds or to
sell any investment held in any of the Trust Accounts unless the security
interest Granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale, in either case without any further
action by any Person, and, in connection with any direction to the Indenture
Trustee to make any such investment or sale, the Issuer shall deliver to the
Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to
such effect.

                  (b) [Reserved]

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

                  (d) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 2:00 p.m. Eastern Time (or such other time as may be agreed by the
Issuer and Indenture Trustee) on any Business Day; or (ii) a Default or Event of
Default shall have occurred and be continuing with respect to the Notes but the
Notes shall not have been declared due and payable pursuant to Section 5.2, or,
if such Notes shall have been declared due and payable following an Event of
Default, amounts collected or receivable from the Trust Fund are being applied
in accordance with Section 5.5 as if there had not been such a declaration; then
the Indenture Trustee shall, to the fullest extent practicable, invest and
reinvest funds in the Trust Accounts in investments of the type set forth in
clause (c) of the definition of Eligible Investments maturing no later than the
Business Day immediately preceding the next scheduled Payment Date.




                                       59
<PAGE>   68

         SECTION 8.4 Release of Trust Fund.

                  (a) Subject to the payment of its fees and expenses pursuant
to Section 6.7, the Indenture Trustee may, and when required by the provisions
of this Indenture and the Sale and Servicing Agreement shall, execute
instruments to release property from the lien of this Indenture, or convey the
Indenture Trustee's interest in the same, in a manner and under circumstances
that are not inconsistent with the provisions of this Indenture. No party
relying upon an instrument executed by the Indenture Trustee as provided in this
Article VIII shall be bound to ascertain the Indenture Trustee's authority,
inquire into the satisfaction of any conditions precedent or see to the
application of any moneys.

                  (b) The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due the Indenture Trustee pursuant to Section 6.7
have been paid, release any remaining portion of the Trust Fund from the lien of
this Indenture and release for deposit into the Certificate Distribution Account
or to any other Person entitled thereto any funds then on deposit in the Trust
Accounts. The Indenture Trustee shall release property from the lien of this
Indenture pursuant to this Section 8.4(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

         SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall receive at
least seven days notice when requested by the Issuer to take any action pursuant
to Section 8.4(a), accompanied by copies of any instruments involved, and the
Indenture Trustee shall also require as a condition to such action, an Opinion
of Counsel, in form and substance satisfactory to the Indenture Trustee, stating
the legal effect of any such action, outlining the steps required to complete
the same, and concluding that all conditions precedent to the taking of such
action have been complied with and such action 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 Trust Fund. 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.




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                                  ARTICLE IX.

                            Supplemental Indentures

         SECTION 9.1 Supplemental Indentures.

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

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

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

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

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

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

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




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<PAGE>   70

         under any similar federal statute hereafter enacted and to add to this
         Indenture such other provisions as may be expressly required by the
         TIA.

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

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the Holders of the
Notes but with the consent of the Insurer, if there is no Insurer Default, and
with prior notice to the Rating Agencies by the Issuer, as evidenced to the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that such action shall not, as evidenced by an Opinion of Counsel,
adversely affect in any material respect the interests of any Noteholder.

         SECTION 9.2 Supplemental Indentures with Consent of Noteholders.

                  (a) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, also may, with prior written notice to the Rating Agencies,
with the consent of the Insurer (unless an Insurer Default shall have occurred
and be continuing) and if the Insurer is no longer the Controlling Party, with
the consent of the Holders of not less than a majority of the Outstanding Amount
of the Notes, enter into an indenture or indentures supplemental hereto for any
purpose; provided, however, that, 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, change the provision of this Indenture relating to the
         application of collections on, or the proceeds of the sale of, the
         Trust Fund to payment of principal of or interest on the Notes, or
         change any place of payment where, or the coin or currency in which,
         any Note or the interest thereon is payable;

                           (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 V, to
         the payment of any such amount due on the Notes on or after the
         respective due dates thereof (or, in the case of redemption, on or
         after the Redemption Date);

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




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<PAGE>   71

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

                           (v) reduce the percentage of the Outstanding Amount
         of the Notes required to direct the Indenture Trustee to direct the
         Issuer to sell or liquidate the Trust Fund pursuant to Section 5.4;

                           (vi) modify any provision of this Section except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the Basic Documents cannot
         be modified or waived without the consent of the Holder of each
         Outstanding Note;

                           (vii) modify any of the provisions of this Indenture
         in such manner as to affect the calculation of the amount of any
         payment of interest or principal due on any Note on any Payment Date
         (including the calculation of any of the individual components of such
         calculation) or to affect the rights of the Holders of Notes to the
         benefit of any provisions for the mandatory redemption of the Notes
         contained herein; or

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

                  (b) The Indenture Trustee may 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 Issuer and the
Indenture Trustee of any supplemental indenture pursuant to this Section, the
Indenture Trustee shall mail to the Insurer and the Holders of the Notes to
which such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

         SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the




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modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, and subject to Sections 6.1 and 6.2, shall
be fully protected in relying upon, an Opinion of Counsel stating that the
execution of such supplemental indenture is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture that affects the Indenture Trustee's own rights,
duties, liabilities or immunities under this Indenture or otherwise.

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

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

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


                                   ARTICLE X.

                               Redemption of Notes

         SECTION 10.1 Redemption.

                  (a) The Notes are subject to redemption in whole, but not in
part, at the direction of the Seller pursuant to Section 9.1(a) of the Sale and
Servicing Agreement, on any Payment Date on which the Servicer exercises its
option to purchase the Trust Estate pursuant to said Section 9.1(a), 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 the Rating Agencies notice of such
redemption. If the Notes are to be redeemed pursuant to this Section 10.1(a),
the Servicer or the Issuer shall furnish notice of such election to the
Indenture Trustee not later than 35 days prior to the Redemption Date and the
Issuer shall deposit with the




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<PAGE>   73

Indenture Trustee in the Note Distribution 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 10.2 to
each Holder of Notes.

                  (b) If on the Mandatory Redemption Date, any Pre-Funded Amount
remains on deposit in the Pre-Funding Account after giving effect to the
purchase of all Subsequent Receivables, including any such purchase on such
Mandatory Redemption Date, the Notes will be redeemed in whole or in part, in an
aggregate principal amount equal to the Remaining Pre-Funding Amount which will
be distributed pro rata to Holders of each Class of Notes based on the
Outstanding Amount of each such Class; provided that if the Remaining
Pre-Funding Amount is $100,000 or less such amount shall be applied sequentially
to release the Outstanding Amount of the Class of Notes having the lowest
numerical designation then Outstanding until paid in full, and then to the Class
of Notes having the next lowest numerical designation then Outstanding.

                  (c) In the event that the assets of the Trust are sold
pursuant to Section 9.2 of the Trust Agreement, all amounts on deposit in the
Note Distribution Account shall be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon. If amounts are
to be paid to Noteholders pursuant to this Section 10.1(c), the Servicer or the
Issuer shall, to the extent practicable, furnish notice of such event to the
Indenture Trustee not later than 45 days prior to the Redemption Date whereupon
all such amounts shall be payable on the Redemption Date.

         SECTION 10.2 Form of Redemption Notice.

                  (a) Notice of redemption under Section 10.1 shall be given by
the Indenture Trustee by facsimile or by first-class mail, postage prepaid,
transmitted or mailed prior to the applicable Redemption Date or Mandatory
Redemption Date to the Insurer and each Holder of Notes, as of the close of
business on the Record Date preceding the applicable Redemption Date or
Mandatory Redemption Date at such Holder's address appearing in the Note
Register.

         All notices of redemption shall state:

                           (i) the Redemption Date or Mandatory Redemption Date;

                           (ii) the Redemption Price or Remaining Pre-Funding
         Amount, as applicable;

                           (iii) that the Record Date otherwise applicable to
         such Redemption Date is not applicable and that payments shall be made
         only upon presentation and surrender of such Notes and 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 3.2); and




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<PAGE>   74

                           (iv) that (unless the Issuer shall default in the
         payment of the Redemption Price) interest on the Notes shall cease to
         accrue on the Redemption Date or Mandatory Redemption Date. 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.

                  (b) Prior notice of redemption under Section 10.1(b) is not
required to be given to Noteholders.

         SECTION 10.3 Notes Payable on Redemption Date or Mandatory Redemption
Date. The Notes to be redeemed shall, following notice of redemption as required
by Section 10.2 (in the case of redemption pursuant to Section 10.1), on the
Redemption Date or Mandatory Redemption Date become due and payable at the
Redemption Price or Remaining Pre-Funding Amount, as applicable and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price or Remaining Pre-Funding Amount, as applicable
for any period after the date to which accrued interest is calculated for
purposes of calculating the Redemption Price or Remaining Pre-Funding Amount, as
applicable.

                                   ARTICLE XI.

                                  Miscellaneous

         SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

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




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                           (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.

                  (b) Prior to the deposit of any Collateral or other property
or securities with the Indenture Trustee that is to be made the basis for the
release of any property or securities subject to the lien of this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, 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 deposit) to the
Issuer of the Collateral or other property or securities to be so deposited.

                           (i) 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 (b) above, the Issuer shall also deliver to the
         Indenture Trustee and the Insurer an Independent Certificate as to the
         same matters, if the fair value to the Issuer of the securities to be
         so deposited and of all other such securities made the basis of any
         such withdrawal or release since the commencement of the then-current
         fiscal year of the Issuer, as set forth in the certificates delivered
         pursuant to clause (b) above and this clause (b)(i), is 10% or more of
         the Outstanding Amount of the Notes, but such a certificate need not be
         furnished with respect to any securities so deposited, if the fair
         value thereof to the Issuer as set forth in the related Officer's
         Certificate is less than $25,000 or less than 1% percent of the
         Outstanding Amount of the Notes.

                           (ii) Other than with respect to the release of any
         Purchased Receivables or Liquidated Receivables, whenever any property
         or securities are to be released from the lien of this Indenture, the
         Issuer shall also furnish to the Indenture Trustee 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 under this Indenture in contravention of the
         provisions hereof.

                           (iii) 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 (b) above, the Issuer shall also furnish to
         the Indenture




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         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 other than Purchased Receivables and Liquidated
         Receivables, or securities released from the lien of this Indenture
         since the commencement of the then current calendar year, as set forth
         in the certificates required by clause (b) above and this clause
         (b)(iii), equals 10% or more of the Outstanding Amount of the Notes,
         but such certificate need not be furnished in the case of any release
         of property or securities if the fair value thereof as set forth in the
         related Officer's Certificate is less than $25,000 or less than 1%
         percent of the then Outstanding Amount of the Notes.

                           (iv) Notwithstanding Section 2.9 or any other
         provision of this Section, the Issuer may (A) collect, liquidate, sell
         or otherwise dispose of Receivables as and to the extent permitted or
         required by the Basic Documents and (B) make cash payments out of the
         Trust Accounts as and to the extent permitted or required by the Basic
         Documents.

         SECTION 11.2 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which his or her 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 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.

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

         Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, it is provided that the Issuer
shall deliver any document as a condition of the granting of such application,
or as evidence of the Issuer's compliance with any term hereof, it is intended
that the truth and accuracy, 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




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

         SECTION 11.3 Acts of Noteholders.

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

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

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

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

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

                  (a) The Indenture Trustee by any Noteholder or by the Issuer
shall be sufficient for every purpose hereunder if personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested and shall be deemed to have been duly given upon receipt to the
Indenture Trustee at its Corporate Trust Office, or

                  (b) The Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested and shall be deemed to have been duly given upon receipt to the Issuer
addressed to: PeopleFirst.com Vehicle Receivables Owner Trust 2000-2, in care of




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Wilmington Trust Company, 1100 North Market Street, Rodney Square, North
Wilmington, Delaware 19890, Attention: Corporate Trust Administration or at any
other address previously furnished in writing to the Indenture Trustee by
Issuer. The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee.

                  (c) The Insurer by the Issuer or the Indenture Trustee shall
be sufficient for any purpose hereunder if in writing and mailed by registered
mail or personally delivered or telexed or telecopied to the recipient as
follows:

         To the Insurer:            Financial Security Assurance Inc.
                                    350 Park Avenue
                                    New York. New York  10022
                                    Attention: Transaction Oversight Department
                                    Telex No.:    (212) 688-3101
                                    Confirmation: (212) 826-0100
                                    Telecopy No.: (212) 339-3518 or
                                    (212) 339-3529

         (In each case in which notice or other communication to the Insurer
refers to an Event of Default, a claim on the Policy or with respect to which
failure on the part of the Insurer to respond shall be deemed to constitute
consent or acceptance, then a copy of such notice or other communication should
also be sent to the attention of the General Counsel and the Head--Financial
Guaranty Group "URGENT MATERIAL ENCLOSED.")

         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, delivered by overnight courier or mailed certified mail, return
receipt requested to (i) Standard & Poor's, at the following address: Standard &
Poor's Structured Finance Ratings, 55 Water Street, 41st Floor, New York, New
York, 10041-0003, Attention of Asset Backed Surveillance Department and (ii)
Moody's, at the following address: Moody's Investors Service, Inc., 99 Church
Street, New York, New York, 10004, Attention: ABS Monitoring Department; or as
to each of the foregoing, at such other address as shall be designated by
written notice to the other parties.

         SECTION 11.5 Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, 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 here
in provided shall conclusively be presumed to have been duly given.




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

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

         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 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices, provided that such methods are reasonable and consented to
by the Indenture Trustee (which consent shall not be unreasonably withheld). The
Issuer will furnish to the Indenture Trustee a copy of each such agreement and
the Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.

         SECTION 11.7 Conflict with Trust Indenture Act. If any provision hereof
limits, qualifies or conflicts with another provision hereof that is required to
be included in this Indenture by any of the provisions of the Trust Indenture
Act, such required provision shall control.

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

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

         SECTION 11.9 Successors and Assigns. 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.




                                       71
<PAGE>   80

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

         SECTION 11.11 Benefits of Indenture. The Insurer and its successors and
assigns shall be a third-party beneficiary to the provisions of this Indenture,
and shall be entitled to rely upon and directly to enforce such provisions of
this Indenture so long as no Insurer Default shall have occurred and be
continuing. 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 Trust Fund, 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 (in
which case the Indenture Trustee may exercise such right or power hereunder),
but not its duties and obligations under the Policy, upon delivery of a written
notice to the Indenture Trustee.

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

         SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, INCLUDING SECTION 5-1401 OF
THE GENERAL OBLIGATION LAW, BUT OTHERWISE WITHOUT REFERENCE TO ITS CONFLICT OF
LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES
HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

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

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

         SECTION 11.16 Trust Obligation.

                  (a) No recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, the Seller, the Transferor, the
Depositor, the Servicer, the Owner Trustee




                                       72
<PAGE>   81

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
Seller, the Transferor, the Depositor, the Servicer, the Owner Trustee or the
Indenture 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 Seller, the Transferor, the Depositor, the
Servicer, the Owner Trustee or the Indenture Trustee in its individual capacity,
any holder of a beneficial interest in the Issuer, the Seller, the Transferor,
the Depositor, the Servicer, the Owner Trustee, or the Indenture Trustee or of
any successor or assign of the Seller, the Transferor, the Depositor, the
Servicer, the Owner Trustee or the Indenture Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Indenture Trustee and the Owner Trustee have no such obligations in their
individual capacity) and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Article VI, VII and VIII of the Trust Agreement.

                  (b) It is expressly understood and agreed to by the parties
hereto that (a) this Indenture is executed and delivered by Wilmington Trust
Company, not individually or personally but solely as Owner Trustee of the
PeopleFirst.com Vehicle Receivables Owner Trust 2000-2, in the exercise of the
powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
for binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or any other related documents.

         SECTION 11.17 No Petition. The Indenture Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Transferor, the Depositor,
or the Issuer, or join in any institution against the Transferor, the Depositor,
or the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings, or other proceedings under any United States Federal or
state bankruptcy or similar law in connection with any obligations relating to
the Notes, this Indenture or any of the Basic Documents.

         SECTION 11.18 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, to make




                                       73
<PAGE>   82

copies and extracts therefrom, to cause such books to be audited by Independent
certified public accountants, and to discuss the Issuer's affairs, finances and
accounts with the Issuer's officers, employees, and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its Obligations hereunder.




                                       74
<PAGE>   83

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

                           PEOPLEFIRST.COM VEHICLE
                           RECEIVABLES OWNER TRUST 2000-2

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


                           By: /s/ James Lawler
                              -------------------------------------------------
                              Name:  James Lawler
                              Title: Vice-President



                           WELLS FARGO BANK MINNESOTA, National
                           Association, not in its individual capacity but
                           solely as Indenture Trustee,



                           By:  /s/ Sue Dignan
                              -------------------------------------------------
                              Name:  Sue Dignan
                              Title: Corporate Trust Officer





                                       S-1

<PAGE>   84



                                                                       EXHIBIT A

                             Schedule of Receivables








                                       A-1

<PAGE>   85



                                                                     EXHIBIT B-1

                            [Form of Class A-1 Note]

No. A-1-1                       December 15, 2000                          CUSIP
                                -----------------
                                Date of Issuance


December 15, 2000                  CEDE & CO.                        $73,899,000
Final Scheduled                    ----------                 Original Principal
Payment Date                    Registered Owner                          Amount



                       SEE REVERSE FOR CERTAIN DEFINITIONS

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC).

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

             PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2

                       Class A-1 6.54% ASSET BACKED NOTES

         PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2, a Delaware
business trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of SEVENTY-THREE MILLION
EIGHT HUNDRED NINETY-NINE THOUSAND DOLLARS payable on each Payment Date in an
amount equal to the result obtained by multiplying (i) a fraction the numerator
of which is $73,899,000 and the denominator of which is $73,899,000 by (ii) the
aggregate amount, if any, payable from the Note Distribution Account in respect
of principal on the Class A-1 Notes pursuant to Section 3.1 of the Indenture;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the Payment Date in December 15, 2001 (the "Final Scheduled
Payment Date"). The Issuer will pay interest on this Note at the rate per annum
shown above on each Payment Date until the principal of this Note is paid or
made available for payment. With respect to any Payment Date, interest on the
Outstanding Amount





                                      B-1-1

<PAGE>   86



of this Note will be an amount equal to the rate shown above, multiplied by the
Outstanding Amount on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), multiplied by the
actual number of days elapsed during the applicable period divided by 360.
Interest on this Note will accrue for each Payment Date for the related Interest
Period. Interest will be computed on the basis of the actual number of days
elapsed in a 360-day year. Such principal of and interest on this Note shall be
paid in the manner specified on the reverse hereof.

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

         The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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




                                      B-1-2

<PAGE>   87



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

                                    PEOPLEFIRST.COM VEHICLE
                                    RECEIVABLES OWNER TRUST 2000-2


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

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





                                      B-1-3

<PAGE>   88



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                       WELLS FARGO BANK MINNESOTA, National
                                       Association, not in its individual
                                       capacity but solely as Indenture Trustee,



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







                                      B-1-4

<PAGE>   89


                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 6.54% Asset Backed Notes (herein called the "Class
A-1 Notes"), all issued under an Indenture dated as of December 1, 2000 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and WELLS FARGO BANK MINNESOTA, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-1 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing in January, 2001.

         As provided in the Indenture and subject to the restrictions on
transfer and certain limitations set forth therein, the transfer of this Note
may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("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
Exchange Act, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, the Depositor, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings, under any



                                      B-1-5

<PAGE>   90



United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Basic Documents.

         By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

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

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without




                                     B-1-6
<PAGE>   91

reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

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

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





                                     B-1-7
<PAGE>   92

                                   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:                                                                       (1)
      -----------------                      ----------------------------------
                                                    Signature Guaranteed:

----------

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



                                     B-1-8
<PAGE>   93

                                                                     EXHIBIT B-2

                            [Form of Class A-2 Note]

No. A-2-1                       December 15, 2000                          CUSIP
                                -----------------
                                 Date of Issuance

October 15, 2003                    CEDE & CO.                      $200,000,000
Final Scheduled                     ----------                Original Principal
Payment Date                     Registered Owner                         Amount


                       SEE REVERSE FOR CERTAIN DEFINITIONS

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC).

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

             PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2

                       CLASS A-2 6.37% ASSET BACKED NOTES

         PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2, a Delaware
business trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of TWO HUNDRED MILLION
DOLLARS payable on each Payment Date in an amount equal to the result obtained
by multiplying (i) a fraction the numerator of which is $200,000,000 and the
denominator of which is $200,000,000 by (ii) the aggregate amount, if any,
payable from the Note Distribution Account in respect of principal on the Class
A-2 Notes pursuant to Section 3.1 of the Indenture; provided, however, that the
entire unpaid principal amount of this Note shall be due and payable on the
Payment Date in October 15, 2003 (the "Final Scheduled Payment Date"). The
Issuer will pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment. With respect to any Payment Date, interest on the Outstanding Amount of
this Note will be an amount equal to one-twelfth of the rate shown above,
multiplied by the Outstanding Amount on the preceding




                                     B-2-1
<PAGE>   94

Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date). Interest on this Note will accrue for each Payment Date
for the related Interest Period. Interest will be computed on the basis of a
360-day year consisting of twelve 30-day months. Such principal of and interest
on this Note shall be paid in the manner specified on the reverse hereof.

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

         The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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




                                     B-2-2
<PAGE>   95

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

                                   PEOPLEFIRST.COM VEHICLE
                                   RECEIVABLES OWNER TRUST 2000-2


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

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





                                     B-2-3
<PAGE>   96

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                   WELLS FARGO BANK MINNESOTA, National
                                   Association, not in its individual
                                   capacity but solely as Indenture Trustee,



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






                                     B-2-4
<PAGE>   97

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 6.37% Asset Backed Notes (herein called the "Class
A-2 Notes"), all issued under an Indenture dated as of December 1, 2000 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and WELLS FARGO BANK MINNESOTA, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-2 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing in January, 2001.

         As provided in the Indenture and subject to the restrictions on
transfer and certain limitations set forth therein, the transfer of this Note
may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("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
Exchange Act, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, the Depositor, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings, under any




                                     B-2-5
<PAGE>   98

United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Basic Documents.

          By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

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

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without




                                     B-2-6
<PAGE>   99

reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

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

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




                                     B-2-7
<PAGE>   100

                                   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:                                                                      (1)
      --------------------              ---------------------------------------
                                        Signature Guaranteed:

----------

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




                                     B-2-8
<PAGE>   101

                                                                     EXHIBIT B-3

                            [Form of Class A-3 Note]


No. A-3-1                       December 15, 2000                          CUSIP
                                -----------------
                                 Date of Issuance

September 15, 2004                   CEDE & CO.                     $107,000,000
Final Scheduled                      ----------               Original Principal
Payment Date                     Registered Owner                         Amount


                       SEE REVERSE FOR CERTAIN DEFINITIONS

         Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC).

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

             PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2

                       CLASS A-3 6.34%% ASSET BACKED NOTES

         PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2, a Delaware
business trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of ONE-HUNDRED SEVEN
MILLION DOLLARS payable on each Payment Date in an amount equal to the result
obtained by multiplying (i) a fraction the numerator of which is $107,000,000
and the denominator of which is $107,000,000 by (ii) the aggregate amount, if
any, payable from the Note Distribution Account in respect of principal on the
Class A-3 Notes pursuant to Section 3.1 of the Indenture; provided, however,
that the entire unpaid principal amount of this Note shall be due and payable on
the Payment Date in September 15, 2004 (the "Final Scheduled Payment Date"). The
Issuer will pay interest on this Note at the rate per annum shown above on each
Payment Date until the principal of this Note is paid or made available for
payment. With respect to any Payment Date, interest on the Outstanding Amount of
this Note will be an amount equal to one-twelfth of the rate shown above,
multiplied by the Outstanding Amount on the preceding Payment Date (after giving
effect to all payments of principal made on the preceding Payment Date).




                                     B-3-1
<PAGE>   102

Interest on this Note will accrue for each Payment Date for the related Interest
Period. Interest will be computed on the basis of a 360-day year consisting of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

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

         The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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




                                     B-3-2
<PAGE>   103

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

                                      PEOPLEFIRST.COM VEHICLE
                                      RECEIVABLES OWNER TRUST 2000-2


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

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






                                     B-3-3
<PAGE>   104

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                    WELLS FARGO BANK MINNESOTA, National
                                    Association, not in its individual
                                    capacity but solely as Indenture Trustee,



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








                                     B-3-4
<PAGE>   105

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 6.34% Asset Backed Notes (herein called the "Class
A-3 Notes"), all issued under an Indenture dated as of December 1, 2000 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and WELLS FARGO BANK MINNESOTA, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-3 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing in January, 2001.

         As provided in the Indenture and subject to the restrictions on
transfer and certain limitations set forth therein, the transfer of this Note
may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("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
Exchange Act, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, the Depositor, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings, under any




                                     B-3-5
<PAGE>   106

United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Basic Documents.

         By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

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

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without




                                     B-3-6
<PAGE>   107

reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

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

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




                                     B-3-7
<PAGE>   108

                                   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:                                                                     (1)
      ----------------                 ---------------------------------------
                                       Signature Guaranteed:

----------

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




                                     B-3-8
<PAGE>   109

                                                                     EXHIBIT B-4

                            [Form of Class A-4 Note]

No. A-4-1                       December 15, 2000                          CUSIP
                                -----------------
                                Date of Issuance

September 15, 2007                 CEDE & CO.                       $144,101,000
Final Scheduled                    ----------                 Original Principal
Payment Date                    Registered Owner                          Amount



                       SEE REVERSE FOR CERTAIN DEFINITIONS

         UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS
REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN
AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC).

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

             PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2

                       Class A-4 6.43% ASSET BACKED NOTES

         PEOPLEFIRST.COM VEHICLE RECEIVABLES OWNER TRUST 2000-2, a Delaware
business trust organized and existing under the laws of the State of Delaware
(herein referred to as the "Issuer"), for value received, hereby promises to pay
to CEDE & CO., or registered assigns, the principal sum of ONE-HUNDRED
FORTY-FOUR MILLION ONE-HUNDRED ONE THOUSAND DOLLARS payable on each Payment Date
in an amount equal to the result obtained by multiplying (i) a fraction the
numerator of which is $144,101,000 and the denominator of which is $144,101,000
by (ii) the aggregate amount, if any, payable from the Note Distribution Account
in respect of principal on the Class A-4 Notes pursuant to Section 3.1 of the
Indenture; provided, however, that the entire unpaid principal amount of this
Note shall be due and payable on the Payment Date in September 15, 2007 (the
"Final Scheduled Payment Date"). The Issuer will pay interest on this Note at
the rate per annum shown above on each Payment Date until the principal of this
Note is paid or made available for payment. With respect to any Payment Date,
interest on the Outstanding Amount of this Note will be an amount equal to
one-twelfth of the rate shown above, multiplied by the




                                     B-4-1
<PAGE>   110

Outstanding Amount on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date). Interest on this Note
will accrue for each Payment Date for the related Interest Period. Interest will
be computed on the basis of a 360-day year consisting of twelve 30-day months.
Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

         The Notes are entitled to the benefits of a financial guaranty
insurance policy (the "Policy") issued by Financial Security Assurance Inc. (the
"Insurer"), pursuant to which the Insurer has unconditionally guaranteed
payments to the Noteholders to the extent set forth in the Indenture.

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

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





                                     B-4-2
<PAGE>   111

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

                                        PEOPLEFIRST.COM VEHICLE
                                        RECEIVABLES OWNER TRUST 2000-2


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

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





                                     B-4-3
<PAGE>   112

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:
                                      WELLS FARGO BANK MINNESOTA, National
                                      Association, not in its individual
                                      capacity but solely as Indenture Trustee,



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







                                     B-4-4
<PAGE>   113

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 6.43% Asset Backed Notes (herein called the "Class
A-4 Notes"), all issued under an Indenture dated as of December 1, 2000 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and WELLS FARGO BANK MINNESOTA, National Association, as
trustee (the "Indenture Trustee", which term includes any successor Indenture
Trustee under the Indenture), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes (together, the "Notes") are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

         Principal of the Class A-4 Notes will be payable on each Payment Date
in an amount described on the face hereof. "Payment Date" means the fifteenth
day of each month, or, if any such date is not a Business Day, the next
succeeding Business Day, commencing in January, 2001.

         As provided in the Indenture and subject to the restrictions on
transfer and certain limitations set forth therein, the transfer of this Note
may be registered on the Note Register upon surrender of this Note for
registration of transfer at the office or agency designated by the Issuer
pursuant to the Indenture, (i) duly endorsed by, or accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee duly
executed by, the Holder hereof or his attorney duly authorized in writing, with
such signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("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
Exchange Act, and (ii) accompanied by such other documents as the Indenture
Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

         Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Transferor, the Depositor, or the Issuer or join in
any institution against the Transferor, the Depositor, or the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings,
or other proceedings, under any




                                     B-4-5
<PAGE>   114

United States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Basic Documents.

         By acceptance of this Note each Noteholder covenants and agrees to
treat such Note as indebtedness for purposes of federal income, State and local
income and franchise and any other taxes.

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

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

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, including Section 5-1401 of the General
Obligations Law, but otherwise without




                                     B-4-6
<PAGE>   115

reference to its conflict of law provisions, and the obligations, rights and
remedies of the parties hereunder and thereunder shall be determined in
accordance with such laws.

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

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




                                     B-4-7
<PAGE>   116

                                   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:                                                                      (1)
      ------------------                     ---------------------------------
                                             Signature Guaranteed:

----------

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



                                     B-4-8