EXHIBIT 4.1.2


                      ________________________ TRUST _____



                             ASSET BACKED TERM NOTES
                          ASSET BACKED REVOLVING NOTES

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                                    INDENTURE

                              DATED AS OF ________



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                        ________________________________,
                     A ________________ BANKING CORPORATION,
                                INDENTURE TRUSTEE



<PAGE>


                              CROSS-REFERENCE TABLE

TIA      INDENTURE
SECTION  SECTION

TIA SECTION                                INDENTURE SECTION

310        (a)(1).........................    6.11
           (a)(2).........................    6.11
           (a)(3).........................    6.10
           (a)(4).........................    6.14
           (b)............................    6.11
           (c)............................    N.A.
311        (a)............................    6.12
           (b)............................    6.12
           (c)............................    N.A.
312        (a)............................    7.1, 7.2
           (b)............................    7.2
           (c)............................    7.2
313        (a)............................    7.4(a), 7.4(b)
           (b)(1).........................    7.4(a)
           (b)(2).........................    7.4(a)
           (c)............................    7.4(a)
           (d)............................    7.4(a)
314        (a)............................    7.3(a), 3.9
           (b)............................    3.6
           (c)(1).........................    2.1, 2.9, 4.1, 11.1(a)
           (c)(2).........................    2.1, 2.9, 4.1, 11.1(a)
           (c)(3).........................    2.9, 4.1, 11.1(a)
           (d)............................    2.9, 11.1(b)
           (e)............................    11.1(a)
           (f)............................    11.1(a)
315        (a)............................    6.1(b)
           (b)............................    6.5
           (c)............................    6.1(a)
           (d)............................    6.2, 6.1(c)
           (e)............................    5.13
316        (a) last sentence..............    1.1
           (a)(1)(A)......................    5.11
           (a)(1)(B)......................    5.12
           (a)(2).........................    Omitted
316        (b), (c).......................    5.7
317        (a)(1).........................    5.3(b)
           (a)(2).........................    5.3(d)
           (b)............................    3.3
318        (a)............................    11.7

N.A      means Not Applicable.
Note:    This cross reference table shall not, for any purpose, be deemed to be
          part of this Indenture.



<PAGE>



                                TABLE OF CONTENTS

                                                                        PAGE

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1   Definitions.................................................9
SECTION 1.2   Incorporation by Reference of Trust Indenture Act...........9

                                   ARTICLE II

                                    THE NOTES

SECTION 2.1   Issuance of Notes; Execution, Authentication and Delivery....9
SECTION 2.2   Form of Notes and Authentication Agent's Certificate of
              Authentication..............................................12
SECTION 2.3   Temporary Notes.............................................13
SECTION 2.4   Registration; Registration of Transfer and Exchange of Notes13
SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes..................15
SECTION 2.6   Persons Deemed Noteholders..................................16
SECTION 2.7   Payment of Principal and Interest...........................16
SECTION 2.8   Cancellation of Notes.......................................17
SECTION 2.9   Release of Collateral.......................................18
SECTION 2.10  Book-Entry Notes............................................18
SECTION 2.11  Notices to Clearing Agency..................................19
SECTION 2.12  Definitive Term Notes.......................................19
SECTION 2.13  Seller as Noteholder........................................19
SECTION 2.14  Tax Treatment...............................................19
SECTION 2.15  Special Terms Applicable to Subsequent Transfers of
              Certain Notes...............................................20
SECTION 2.16  CUSIP Numbers...............................................21

                                   ARTICLE III

                                    COVENANTS

SECTION 3.1   Payment of Principal and Interest...........................21
SECTION 3.2   Maintenance of Agency Office................................21
SECTION 3.3   Money for Payments To Be Held in Trust......................21
SECTION 3.4   Existence...................................................23
SECTION 3.5   Protection of Trust Estate; Acknowledgment of Pledge........23
SECTION 3.6   Opinions as to Trust Estate.................................24
SECTION 3.7   Performance of Obligations; Servicing of Receivables........25
SECTION 3.8   Negative Covenants..........................................25
SECTION 3.9   Annual Statement as to Compliance...........................26
SECTION 3.10  Consolidation, Merger, etc., of Issuer; Disposition of
              Trust Assets................................................26
SECTION 3.11  Successor or Transferee.....................................28
SECTION 3.12  No Other Business...........................................29
SECTION 3.13  No Borrowing................................................29
SECTION 3.14  Guarantees, Loans, Advances and Other Liabilities...........29
SECTION 3.15  Servicer's Obligations......................................29
SECTION 3.16  Capital Expenditures........................................29
SECTION 3.17  Removal of Administrator....................................29
SECTION 3.18  Restricted Payments.........................................30
SECTION 3.19  Notice of Events of Default.................................30
SECTION 3.20  Further Instruments and Acts................................30
SECTION 3.21  Trustee's Assignment of Interests in Certain Receivables....30
SECTION 3.22  Representations and Warranties by the Issuer to the
              Indenture Trustee...........................................31

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

SECTION 4.1   Satisfaction and Discharge of Indenture.....................31
SECTION 4.2   Application of Trust Money..................................32
SECTION 4.3   Repayment of Monies Held by Paying Agent....................32
SECTION 4.4   Duration of Position of Indenture Trustee...................33

                                    ARTICLE V

                              DEFAULT AND REMEDIES

SECTION 5.1   Events of Default...........................................33
SECTION 5.2   Acceleration of Maturity; Rescission and Annulment..........34
SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by
              Indenture Trustee...........................................35
SECTION 5.4   Remedies; Priorities........................................37
SECTION 5.5   Optional Preservation of the Trust Estate...................38
SECTION 5.6   Limitation of Suits.........................................38
SECTION 5.7   Rights of Noteholders To Receive Principal and Interest.....39
SECTION 5.8   Restoration of Rights and Remedies..........................39
SECTION 5.9   Rights and Remedies Cumulative..............................39
SECTION 5.10  Delay or Omission Not a Waiver..............................40
SECTION 5.11  Control by Noteholders......................................40
SECTION 5.12  Waiver of Past Defaults.....................................40
SECTION 5.13  Undertaking for Costs.......................................41
SECTION 5.14  Waiver of Stay or Extension Laws............................41
SECTION 5.15  Action on Notes.............................................41
SECTION 5.16  Performance and Enforcement of Certain Obligations..........42

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

SECTION 6.1   Duties of Indenture Trustee.................................43
SECTION 6.2   Rights of Indenture Trustee.................................44
SECTION 6.3   Indenture Trustee May Own Notes.............................45
SECTION 6.4   Indenture Trustee's Disclaimer..............................45
SECTION 6.5   Notice of Defaults..........................................45
SECTION 6.6   Reports by Indenture Trustee to Holders.....................46
SECTION 6.7   Compensation; Indemnity.....................................46
SECTION 6.8   Replacement of Indenture Trustee............................46
SECTION 6.9   Merger or Consolidation of Indenture Trustee................47
SECTION 6.10  Appointment of Co-Indenture Trustee or Separate
              Indenture Trustee...........................................48
SECTION 6.11  Eligibility; Disqualification...............................49
SECTION 6.12  Preferential Collection of Claims Against Issuer............49
SECTION 6.13  Representations and Warranties of Indenture Trustee.........49
SECTION 6.14  Indenture Trustee May Enforce Claims Without
              Possession of Notes.........................................50
SECTION 6.15  Suit for Enforcement........................................50
SECTION 6.16  Rights of Noteholders to Direct Indenture Trustee...........50

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1   Issuer To Furnish Indenture Trustee Names and
              Addresses of Noteholders....................................51
SECTION 7.2   Preservation of Information, Communications to Noteholders..51
SECTION 7.3   Reports by Issuer...........................................51
SECTION 7.4   Reports by Indenture Trustee................................52

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1   Collection of Money.........................................52
SECTION 8.2   Designated Accounts; Payments...............................53
SECTION 8.3   General Provisions Regarding Designated Accounts............53
SECTION 8.4   Release of Trust Estate.....................................53
SECTION 8.5   Opinion of Counsel..........................................54

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

SECTION 9.1   Supplemental Indentures Without Consent of Noteholders......54
SECTION 9.2   Supplemental Indentures With Consent of Noteholders.........56
SECTION 9.3   Execution of Supplemental Indentures........................57
SECTION 9.4   Effect of Supplemental Indenture............................57
SECTION 9.5   Conformity with Trust Indenture Act.........................58
SECTION 9.6   Reference in Notes to Supplemental Indentures...............58

                                    ARTICLE X

                            REDEMPTION OF TERM NOTES

SECTION 10.1  Redemption..................................................58
SECTION 10.2  Form of Redemption Notice...................................58
SECTION 10.3  Term Notes Payable on Redemption Date.......................59

                                   ARTICLE XI

                                  MISCELLANEOUS

SECTION 11.1  Compliance Certificates and Opinions, etc...................59
SECTION 11.2  Form of Documents Delivered to Indenture Trustee............61
SECTION 11.3  Acts of Noteholders.........................................62
SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and
              Rating Agencies.............................................62
SECTION 11.5  Notices to Noteholders; Waiver..............................63
SECTION 11.6  Alternate Payment and Notice Provisions.....................63
SECTION 11.7  Conflict with Trust Indenture Act...........................64
SECTION 11.8  Effect of Headings and Table of Contents....................64
SECTION 11.9  Successors and Assigns......................................64
SECTION 11.10 Severability................................................64
SECTION 11.11 Benefits of Indenture.......................................64
SECTION 11.12 Legal Holidays..............................................64
SECTION 11.13 GOVERNING LAW...............................................65
SECTION 11.14 Counterparts................................................65
SECTION 11.15 Recording of Indenture......................................65
SECTION 11.16 No Recourse.................................................65
SECTION 11.17 No Petition.................................................66
SECTION 11.18 Inspection..................................................66


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



<PAGE>


          INDENTURE, dated as of ____________, between _______________________,
a __________ business trust (the "Issuer" or the "Trust"), and
________________________________, a ________________ banking corporation, as
trustee and not in its individual capacity (the "Indenture Trustee").

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

                                 GRANTING CLAUSE

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

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

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

          The foregoing grant includes all rights, powers and options (but none
of the obligations, if any) of the Issuer under any agreement or instrument
included in the Collateral, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Receivables included in the Collateral and all other monies
payable under the Collateral, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Issuer or otherwise and
generally to do and receive anything that the Issuer is or may be entitled to do
or receive under or with respect to the Collateral. The Indenture Trustee, as
trustee on behalf of the Noteholders and (only to the extent expressly provided
herein) the Certificateholders, acknowledges such grant and accepts the trusts
under this Indenture in accordance with the provisions of this Indenture.

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

          SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Notes.

          "indenture trustee" means the Indenture Trustee.

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

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

                                   ARTICLE II
                                    THE NOTES

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                  The ________________, not in its
                  individual capacity but solely as
                  Indenture Trustee


                  By:
                  Name:
                  Title:


                  Dated:   ________________________

                  or

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


                  By:
                  Name:
                  Title:


                  Dated:   ________________________

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

          SECTION 2.3 Temporary Notes.

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

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

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

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

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

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

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

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

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

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

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

          SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

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

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

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

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

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

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

          SECTION 2.7 Payment of Principal and Interest.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          (b) Unless otherwise provided in the related Officer's Issuance
Certificate, the Unregistered Notes may not be acquired by or for the account of
a Benefit Plan and, by accepting and holding an Unregistered Note, the Holder
thereof shall be deemed to have represented and warranted that it is not a
Benefit Plan and, if requested to do so by the Seller or the Indenture Trustee,
the Holder of an Unregistered Note shall execute and deliver to the Indenture
Trustee an Undertaking Letter in the form set forth in Exhibit B.

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

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

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

                                   ARTICLE III
                                    COVENANTS

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

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

          SECTION 3.3 Money for Payments To Be Held in Trust.

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

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

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

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

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

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

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

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

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

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

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

          SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge.

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

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

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

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

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

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

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

          SECTION 3.6 Opinions as to Trust Estate.

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

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

          SECTION 3.7 Performance of Obligations; Servicing of Receivables.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 3.11 Successor or Transferee.

          (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.10(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with the same
effect as if such Person had been named as the Issuer herein. (b) Upon a
conveyance or transfer of all the assets and properties of the Issuer pursuant
to Section 3.10(b), the Issuer shall be released from every covenant and
agreement of this Indenture to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written notice
to the Indenture Trustee from the Person acquiring such assets and properties
stating that the Issuer is to be so released.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE IV
                           SATISFACTION AND DISCHARGE

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

          (a) either:

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

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

                    (A) have become due and payable,

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

                    (C) are to be called for redemption within one year under
               arrangements satisfactory to the Indenture Trustee for the giving
               of notice of redemption by the Indenture Trustee in the name, and
               at the expense, of the Issuer, and the Issuer, in the case of
               (A), (B) or (C) of subsection 4.1(a)(ii) above, has irrevocably
               deposited or caused to be irrevocably deposited with the
               Indenture Trustee cash or direct obligations of or obligations
               guaranteed by the United States of America (which will mature
               prior to the date such amounts are payable), in trust for such
               purpose, in an amount sufficient to pay and discharge the entire
               unpaid principal and accrued interest on such Notes not
               theretofore delivered to the Indenture Trustee for cancellation
               when due;

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

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

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

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

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

                                    ARTICLE V
                              DEFAULT AND REMEDIES

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

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

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

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

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

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

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

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

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

          SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 5.4 Remedies; Priorities.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 5.12 Waiver of Past Defaults.

          (a) Prior to the declaration of the acceleration of the maturity of
the Notes as provided in Section 5.2, the Holders of not less than a majority of
the Outstanding Amount of the Notes may waive any past Default or Event of
Default and its consequences except a Default (i) in the payment of principal of
or interest on any of the Notes or (ii) in respect of a covenant or provision
hereof that cannot be modified or amended without the consent of the Holder of
each such Note. In the case of any such waiver, the Issuer, the Indenture
Trustee and the Noteholders shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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

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

          (a) any Proceeding instituted by the Indenture Trustee;

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

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

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

          SECTION 5.15 Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Trust Estate
or upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with Section 5.4(b) hereof.

          SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

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

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

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


                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

          SECTION 6.1 Duties of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

          SECTION 6.2 Rights of Indenture Trustee.

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

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

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

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

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

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

          (g) The Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request direction, consent, order, bond,
debenture, note, other evidence of indebtedness or other paper or document, but
the Indenture Trustee, in its direction, may make such further inquiry or
investigation into such facts or matters as it may see fit.

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

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

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

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

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

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

          SECTION 6.7 Compensation; Indemnity.

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

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

          SECTION 6.8 Replacement of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

          SECTION 6.9 Merger or Consolidation of Indenture Trustee.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

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

          SECTION 7.2 Preservation of Information, Communications to
Noteholders.

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

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

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

          SECTION 7.3 Reports by Issuer.

          (a) The Issuer shall:

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

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

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

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

          SECTION 7.4 Reports by Indenture Trustee.

          (a) If required by TIA ss. 313(a), within 60 days after each
_________, beginning with ________, _______, the Indenture Trustee shall mail to
each Noteholder as required by TIA ss. 313(c) a brief report dated as of such
date that complies with TIA ss. 313(a). The Indenture Trustee also shall comply
with TIA ss. 313(b). A copy of any report delivered pursuant to this Section
7.4(a) shall, at the time of its mailing to Noteholders, be filed by the
Indenture Trustee with the Commission and each stock exchange, if any, on which
the Notes are listed. The Issuer shall notify the Indenture Trustee if and when
the Notes are listed on any stock exchange.

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

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

          SECTION 8.2 Designated Accounts; Payments.

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

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

          SECTION 8.3 General Provisions Regarding Designated Accounts.

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

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

          SECTION 8.4 Release of Trust Estate.

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

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

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

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

          SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.

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

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

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

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

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

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

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

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

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

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

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

          SECTION 9.2 Supplemental Indentures With Consent of Noteholders.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

                                    ARTICLE X
                            REDEMPTION OF TERM NOTES

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

          SECTION 10.2 Form of Redemption Notice.

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

          (b) All notices of redemption shall state:

               (i) the applicable Redemption Date;

               (ii) the applicable Redemption Price;

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

               (iv) the CUSIP number, if applicable; and

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

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

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

                                   ARTICLE XI
                                  MISCELLANEOUS

          SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

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

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

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

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

          SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

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

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

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

          SECTION 11.3 Acts of Noteholders.

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

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

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

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

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

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

          (b) the Issuer by the Indenture Trustee or by any Noteholder shall be
sufficient for every purpose hereunder if in writing and either sent by
electronic facsimile transmission (with hard copy to follow via first class
mail) or mailed, by certified mail, return receipt requested to the Issuer and
the Owner Trustee each at the address specified in Appendix B to the Trust Sale
and Servicing Agreement.

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

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

          SECTION 11.5 Notices to Noteholders; Waiver.

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

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

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

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

          SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer shall furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee shall cause payments to be made
and notices to be given in accordance with such agreements.

          SECTION 11.7 Conflict with Trust Indenture Act.

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

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

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

          SECTION 11.9 Successors and Assigns.

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

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

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

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

          SECTION 11.12 Legal Holidays.

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

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

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

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

          SECTION 11.16 No Recourse.

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

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

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

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

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

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

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

                                    * * * * *



<PAGE>


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



                                        _______________________________
                                        _________________

                                        By: ________________________________,
                                            not in its individual capacity but
                                            solely as Owner Trustee


                                            By:
                                            Name:
                                            Title:

                                        ______________________________, as
                                        Indenture Trustee


                                            By:
                                            Name:
                                            Title:



<PAGE>


                                                               EXHIBIT A


                              TRANSFER CERTIFICATE


ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina

_________________________
_________________________
Attn:    _________________________
         _________________________

Ladies and Gentlemen:

          In connection with the purchase of a Note subject to Section 2.15 of
the Indenture dated as of ______, 20__ (the "Unregistered Note") of the
_____________________________ _____________, the undersigned buyer ("Buyer")
hereby acknowledges, represents and agrees that:

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

          (b) The Buyer understands that the Unregistered Note has not been
registered under the Securities Act of 1933, as amended (the "Securities Act"),
and may not be sold except as permitted in the following sentence. The Buyer
agrees, on its own behalf and on behalf of any accounts for which it is acting
as hereinafter stated, that such Unregistered Note may be resold, pledged or
transferred only (i) to an institutional investor that is an "Accredited
Investor" as defined in Rule 501(a)(1),(2),(3) or (7) (an "Institutional
Accredited Investor") under the Securities Act acting for its own account (and
not for the account of others) or as a fiduciary or agent for others (which
others also are Institutional Accredited Investors unless the holder is a bank
acting in its fiduciary capacity) that, if so requested by the Seller or the
Indenture Trustee, executes a certificate in the form hereof, (ii) so long as
such Unregistered Note is eligible for resale pursuant to Rule 144A under the
Securities Act ("Rule 144A"), to a person whom the Buyer reasonably believes
after due inquiry to be a "qualified institutional buyer" (as defined in Rule
144A) acting for its own account (and not for the account of others) or as a
fiduciary or agent for others (which others also are "qualified institutional
buyers") that, if so requested by the Seller or the Indenture Trustee, executes
a certificate in the form hereof or (iii) in a sale, pledge or other transfer
made in a transaction otherwise exempt from the registration requirements of the
Securities Act, in which case (A) the Indenture Trustee shall require that both
the prospective transferor and the prospective transferee certify to the
Indenture Trustee and the Seller in writing the facts surrounding such transfer,
which certification shall be in form and substance satisfactory to the Indenture
Trustee and the Seller, and (B) the Indenture Trustee shall require a written
opinion of counsel (which will not be at the expense of the Seller, the Servicer
or the Indenture Trustee) satisfactory to the Seller and the Indenture Trustee
to the effect that such transfer will not violate the Securities Act, in each
case in accordance with any applicable securities laws of any state of the
United States. The Buyer will notify any purchaser of the Unregistered Note from
it of the above resale restrictions, if then applicable. The Buyer further
understands that in connection with any transfer of the Unregistered Note by it
that the Seller and the Indenture Trustee may request, and if so requested the
Buyer will furnish, such certificates and other information as they may
reasonably require to confirm that any such transfer complies with the foregoing
restrictions.

                  (c)

                                   [CHECK ONE]

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

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



<PAGE>


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


Print Name of Buyer


                                       By:

                                       Name:
                                       Title:
                                       Date:




<PAGE>


                                                            EXHIBIT B


                               UNDERTAKING LETTER

ACE Securities Corp.
6525 Morrison Boulevard
Suite 318
Charlotte, North Carolina

_________________________
_________________________
Attn:    _________________________
         _________________________

Ladies and Gentlemen:

          In connection with our purchase of record or beneficial ownership of a
Note subject to the provisions of Section 2.15 of the Indenture dated as of
_____, 20__ (the "Unregistered Note") of the
___________________________________, the undersigned purchaser, record owner or
beneficial owner hereby acknowledges, represents and warrants that such
purchaser, record owner or beneficial owner:

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

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

                                      Name of Note Owner

                                      By:

                                      Name:
                                      Title:
                                      Date: