EXHIBIT 4.1.1
         =============================================================


                                       [ ]


                     Class A-1 [______]% Asset Backed Notes
                     Class A-2 [______]% Asset Backed Notes
                     Class A-3 [______]% Asset Backed Notes
                     Class A-4 [______]% Asset Backed Notes
                     Class A-5 [______]% Asset Backed Notes
                      Class B [______]% Asset Backed Notes

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


                                    INDENTURE

                           Dated as of [____________]


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


                                                        [ ]
                                     Trustee

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


<PAGE>



CROSS REFERENCE TABLE1


  TIA                                                          Indenture
Section                                                         Section

310     (a)    (1)    ........................................     6.11
        (a)    (2)    ........................................     6.11
        (a)    (3)    ........................................     6.10
        (a)    (4)    ........................................     N.A.2
        (a)    (5)    ........................................     6.11
        (b)           ........................................     6.8; 6.11
        (c)           ........................................     N.A.
311     (a)           ........................................     6.12
        (b)           ........................................     6.12
        (c)           ........................................     N.A.
312     (a)           ........................................     7.1
        (b)           ........................................     7.2
        (c)           ........................................     7.2
        (d)           ........................................     7.4
313     (a)           ........................................     7.4
        (b)    (1)    ........................................     7.4
        (b)    (2)    ........................................     11.5
        (c)           ........................................     7.4
        (d)           ........................................     7.3
314     (a)           ........................................     3.9; 11.15
        (b)           ........................................     11.1
        (c)    (1)    ........................................     11.1
        (c)    (2)    ........................................     11.1
        (c)    (3)    ........................................     11.1
        (d)           ........................................     11.1
        (e)           ........................................     11.1
        (f)           ........................................     11.1
315     (a)           ........................................     6.1
        (b)           ........................................     6.5; 11.5
        (c)           ........................................     6.1
        (d)           ........................................     6.1
        (e)           ........................................     5.13
316     (a)    (last sentence)................................     2.7
        (a)    (1) (A)........................................     5.11
        (a)    (1) (B)........................................     5.12
        (a)    (2)    ........................................     N.A.
        (b)           ........................................     5.7
        (c)           ........................................     N.A
317     (a)    (1)    ........................................     5.3
        (a)    (2)    ........................................     5.32
        (b)           ........................................     3.3
318     (a)           ........................................     11.7

___________________

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

2    N.A. means Not Applicable.

<PAGE>


                                TABLE OF CONTENTS

                                                                         Page

                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.1  Definitions.....................................................2
SECTION 1.2  Incorporation by Reference of Trust Indenture Act...............9
SECTION 1.3  Rules of Construction...........................................9


                                   ARTICLE II


                                    The Notes

SECTION 2.1   Form..........................................................10
SECTION 2.2   Execution, Authentication and Delivery........................10
SECTION 2.3   Temporary Notes...............................................11
SECTION 2.4   Registration; Registration of Transfer and Exchange...........11
SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes....................12
SECTION 2.6   Persons Deemed Owner..........................................13
SECTION 2.7   Payment of Principal and Interest; Defaulted Interest.........13
SECTION 2.8   Cancellation..................................................14
SECTION 2.9   Release of Collateral.........................................15
SECTION 2.10  Book-Entry Notes..............................................15
SECTION 2.11  Notices to Clearing Agency....................................16
SECTION 2.12  Definitive Notes..............................................16
SECTION 2.13  Reserved......................................................16

                                   ARTICLE III

                                    Covenants

SECTION 3.1   Payment of Principal and Interest.............................16
SECTION 3.2   Maintenance of Office or Agency...............................17
SECTION 3.3   Money for Payments To Be Held in Trust........................17
SECTION 3.4   Existence.....................................................18
SECTION 3.5   Protection of Trust Estate....................................19
SECTION 3.6   Opinions as to Trust Estate...................................19
SECTION 3.7   Performance of Obligations; Servicing of Receivables..........20
SECTION 3.8   Negative Covenants............................................22
SECTION 3.9   Annual Statement as to Compliance.............................22
SECTION 3.10  Issuer May Consolidate, Etc. Only on Certain Terms............23
SECTION 3.11  Successor or Transferee.......................................24
SECTION 3.12  No Other Business.............................................25
SECTION 3.13  No Borrowing..................................................25
SECTION 3.14  Servicer's Obligations........................................25
SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities.............25
SECTION 3.16  Capital Expenditures..........................................25
SECTION 3.17  [Reserved]....................................................25
SECTION 3.18  Restricted Payments...........................................25
SECTION 3.19  Notice of Events of Default...................................25
SECTION 3.20  Further Instruments and Acts..................................26

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.1  Satisfaction and Discharge of Indenture........................26
SECTION 4.2  Application of Trust Money.....................................27
SECTION 4.3  Repayment of Moneys Held by Paying Agent.......................27
SECTION 4.4  Notice.........................................................27

                                    ARTICLE V

                                    Remedies

SECTION 5.1  Events of Default..............................................27
SECTION 5.2  Acceleration of Maturity; Rescission and Annulment.............29
SECTION 5.3  Collection of Indebtedness and Suits for Enforcement
             by Trustee.....................................................29
SECTION 5.4  Remedies; Priorities...........................................31
SECTION 5.5  Optional Preservation of the Receivables.......................33
SECTION 5.6  Limitation of Suits............................................33
SECTION 5.7  Unconditional Rights of Noteholders To Receive Principal
             and Interest...................................................34
SECTION 5.8  Restoration of Rights and Remedies.............................34
SECTION 5.9  Rights and Remedies Cumulative.................................34
SECTION 5.10  Delay or Omission Not a Waiver................................34
SECTION 5.11  Control by Noteholders........................................34
SECTION 5.12  Waiver of Past Defaults.......................................35
SECTION 5.13  Undertaking for Costs.........................................35
SECTION 5.14  Waiver of Stay or Extension Laws..............................36
SECTION 5.15  Action on Notes...............................................36
SECTION 5.16  Performance and Enforcement of Certain Obligations............36

                                   ARTICLE VI

                                   The Trustee

SECTION 6.1   Duties of Trustee.............................................37
SECTION 6.2   Rights of Trustee.............................................38
SECTION 6.3   Individual Rights of Trustee..................................38
SECTION 6.4   Trustee's Disclaimer..........................................39
SECTION 6.5   Notice of Defaults; Notice of Event of Default................39
SECTION 6.6   Reports by Trustee to Holders.................................39
SECTION 6.7   Compensation and Indemnity....................................39
SECTION 6.8   Replacement of Trustee........................................40
SECTION 6.9   Successor Trustee by Merger...................................41
SECTION 6.10  Appointment of Co-Trustee or Separate Trustee.................41
SECTION 6.11  Eligibility; Disqualification.................................42
SECTION 6.12  Preferential Collection of Claims Against Issuer..............42

                                   ARTICLE VII

                         Noteholders' Lists and Reports

SECTION 7.1  Issuer To Furnish Trustee Names and Addresses of Noteholders...43
SECTION 7.2  Preservation of Information; Communications to Noteholders.....43
SECTION 7.3  Reports by Issuer..............................................43
SECTION 7.4  Reports by Trustee.............................................44

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

SECTION 8.1  Collection of Money............................................44
SECTION 8.2  Trust Accounts.................................................44
SECTION 8.3  General Provisions Regarding Accounts..........................45
SECTION 8.4  Release of Trust Estate........................................46
SECTION 8.5  Opinion of Counsel.............................................47

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.1  Supplemental Indentures without Consent of Noteholders.........47
SECTION 9.2  Supplemental Indentures with Consent of Noteholders............48
SECTION 9.3  Execution of Supplemental Indentures...........................50
SECTION 9.4  Effect of Supplemental Indenture...............................50
SECTION 9.5  Conformity with Trust Indenture Act............................50
SECTION 9.6  Reference in notes to Supplemental Indentures..................50

                                    ARTICLE X

                               Redemption of Notes

SECTION 10.1  Redemption....................................................51
SECTION 10.2  Form of Redemption Notice.....................................51
SECTION 10.3  Notes Payable on Redemption Date..............................52

                                   ARTICLE XI

                                  Miscellaneous

SECTION 11.1  Compliance Certificates and Opinions, etc.....................52
SECTION 11.2  Form of Documents Delivered to Trustee........................54
SECTION 11.3  Acts of Noteholders...........................................55
SECTION 11.4  Notices, etc., to Trustee, Issuer and Rating Agencies.........55
SECTION 11.5  Notices to Noteholders; Waiver................................56
SECTION 11.6  Alternate Payment and Notice Provisions.......................56
SECTION 11.7  Conflict with Trust Indenture Act.............................57
SECTION 11.8  Effect of Headings and Table of Contents......................57
SECTION 11.9  Successors and Assigns........................................57
SECTION 11.10  Separability.................................................57
SECTION 11.11  Benefits of Indenture........................................57
SECTION 11.12  Legal Holidays...............................................57
SECTION 11.13  Governing Law................................................57
SECTION 11.14  Counterparts.................................................58
SECTION 11.15  Recording of Indenture.......................................58
SECTION 11.16  Trust Obligation.............................................58
SECTION 11.17  No Petition..................................................58
SECTION 11.18  Inspection...................................................58

Testimonium, Signatures and Seals

Exhibit A          Schedule of Receivables
Exhibit B          Form of Sale and Servicing Agreement
Exhibit C          Form of Note Depository Agreement
Exhibit D          Form of Class A-1 Note
Exhibit E          Form of Class A-2 Note
Exhibit F          Form of Class A-3 Note
Exhibit G          Form of Class A-4 Note
Exhibit H          Form of Class A-5 Note
Exhibit I          Form of Class B Note


<PAGE>


                                            INDENTURE dated as of
                           [____________], between [____________________], a
                           Delaware business trust (the "Issuer"), and
                           [____________________], a national banking
                           association, as trustee and not in its individual
                           capacity (the "Trustee").

               Each party agrees as follows for the benefit of the other party
and for the benefit of the Holders of the Issuer's Class A-1 [_____]% Asset
Backed Notes (the "Class A-1 Notes"), Class A-2 [_____]% Asset Backed Notes (the
"Class A-2 Notes"), Class A-3 [_____]% Asset Backed Notes (the "Class A-3
Notes"), Class A-4 [_____]% Asset Backed Notes (the "Class A-4 Notes"), Class
A-5 [_____]% Asset Backed Notes (the "Class A-5 Notes" and, together with the
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, the
"Class A Notes") and Class B [_____]% Asset Backed Notes (the "Class B Notes"
and, together with the Class A Notes, the "Notes"):


                                 GRANTING CLAUSE

               The Issuer hereby Grants to the Trustee at the Closing Date, as
Trustee for the benefit of the Holders of the Notes, a security interest in and
to all of the Issuer's right, title and interest in and to (a) the Receivables,
and all moneys received thereon (other than any proceeds from any Dealer
commission), on or after the Cutoff Date and, with respect to Receivables which
are Actuarial Receivables, all monies received thereon prior to the Cutoff Date
that are due on or after the Cutoff Date; (b) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables and any other
interest of the Issuer in the Financed Vehicles; (c) any proceeds with respect
to claims or any physical damage, repossession, loss, skip, credit life and
credit accident, vendor's single interest and health insurance policies or
certificates relating to the Financed Vehicles or the Obligors; (d) any refunds
for the costs of extended service contracts with respect to Financed Vehicles,
refunds of unearned premiums with respect to credit life and credit accident and
health insurance policies covering Financed Vehicles or Obligors; (e) any
proceeds with respect to any Receivable repurchased by a Dealer, pursuant to a
Dealer Agreement, as a result of a breach of representation or warranty in the
related Dealer Agreement or a default by an Obligor resulting in the
repossession of the Financed Vehicle under such Dealer Agreement; (f) all funds
on deposit from time to time in the Trust Accounts, including the Reserve
Account Initial Deposit, and in all investments and proceeds thereof (including
all income thereon); (g) the Sale and Servicing Agreement and the Loan Purchase
Agreement; and (h) the proceeds of any and all of the foregoing (collectively,
the "Collateral").

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

               The Trustee, as Trustee on behalf of the Holders of the Notes,
acknowledges such Grant, accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties required
in this Indenture to the best of its ability to the end that the interests of
the Holders of the Notes may be adequately and effectively protected.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

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

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

               "AUTHORIZED OFFICER" means, with respect to the Issuer and the
Servicer, any officer or agent acting under a power of attorney of the Owner
Trustee or the Servicer, as applicable, who is authorized to act for the Owner
Trustee or the Servicer, as applicable, in matters relating to the Issuer and
who is identified on the list of Authorized Officers delivered by each of the
Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter).

               "BASIC DOCUMENTS" means the Certificate of Trust, the Trust
Agreement, the Sale and Servicing Agreement, the Loan Purchase Agreement, the
Note Depository Agreement and other documents and certificates delivered in
connection therewith.

               "BOOK ENTRY NOTES" means a beneficial interest in the Notes,
ownership and transfers of which shall be made through book entries by a
Clearing Agency as described in Section 2.10.

               "BUSINESS DAY" means any day other than a Saturday, a Sunday or a
day on which banking institutions or trust companies in the City of New York,
Wilmington, Delaware or Chicago, Illinois are authorized or obligated by law,
regulation or executive order to remain closed.

               "CERTIFICATE OF TRUST" means the certificate of trust of the
Issuer substantially in the form of Exhibit B to the Trust Agreement.

               "CLASS A NOTE" means a Class A-1 Note, Class A-2 Note, Class A-3
Note, Class A-4 Note and Class A-5 Note.

               "CLASS A-1 NOTES" means the Class A-1 [_____]% Asset Backed
Notes, substantially in the form of Exhibit D.

               "CLASS A-1 INTEREST RATE" means [_____]% per annum (computed on
the basis of the actual number of days elapsed in a 360-day year).

               "CLASS A-2 NOTES" means the Class A-2 [_____]% Asset Backed
Notes, substantially in the form of Exhibit E.

               "CLASS A-2 INTEREST RATE" means [_____]% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

               "CLASS A-3 NOTES" means the Class A-3 [_____]% Asset Backed
Notes, substantially in the form of Exhibit F.

               "CLASS A-3 INTEREST RATE" means [_____]% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

               "CLASS A-4 NOTES" means the Class A-4 [_____]% Asset Backed
Notes, substantially in the form of Exhibit G.

               "CLASS A-4 INTEREST RATE" means [_____]% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

               "CLASS A-5 NOTES" means the Class A-5 [_____]% Asset Backed
Notes, substantially in the form of Exhibit H.

               "CLASS A-5 INTEREST RATE" means [_____]% per annum (computed on
the basis of a 360-day year of twelve 30-day months).

               "CLASS B NOTES" means the Class B [_____]% Asset Backed Notes,
substantially in the form of Exhibit I.

               "CLASS B INTEREST RATE" means [_____]% per annum (computed on the
basis of a 360-day year of twelve 30-day months).

               "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act.

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

               "CODE" means the Internal Revenue Code of 1986, as amended from
time to time, and Treasury Regulations promulgated thereunder.

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

               "CORPORATE TRUST OFFICE" means the principal office of the
Trustee at which at any particular time its corporate trust business shall be
principally administered which office at date of the execution of this Agreement
is located at [_________________________], Attention: Corporate Trust
(Telephone: [(___) ___-____]; Facsimile: [(___) ___-____] or at such other
address as the Trustee may designate from time to time by notice to the
Noteholders, the Servicer and the Issuer, or the principal corporate trust
office of any successor Trustee (the address of which the successor Trustee will
notify the Noteholders and the Issuer).

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

               "DEFINITIVE NOTES" has the meaning specified in Section 2.10.

               "EVENT OF DEFAULT" has the meaning specified in Section 5.1.

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

               "EXECUTIVE OFFICER" means, with respect to any corporation, the
President, Executive Vice President, any Vice President, the Secretary or the
Treasurer of such corporation; and with respect to any partnership, any general
partner thereof.

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

               "HOLDER" or "NOTEHOLDER" means the Person in whose name a Note is
registered on the Note Register.

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

               "INDEPENDENT" means, when used with respect to any specified
Person, that the person (a) is in fact independent of the Issuer, any other
obligor upon the Notes, the Depositor and any Affiliate of any of the foregoing
persons, (b) does not have any direct financial interest or any material
indirect financial interest in the Issuer, any such other obligor, the Depositor
or any Affiliate of any of the foregoing Persons and (c) is not connected with
the Issuer, any such other obligor, the Depositor or any Affiliate of any of the
foregoing Persons as an officer, employee, promoter, underwriter, trustee,
partner, director or Person performing similar functions.

               "INDEPENDENT CERTIFICATE" means a certificate or opinion to be
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

               "INTEREST RATE" means, with respect to the (i) Class A-1 Notes,
the Class A-1 Interest Rate, (ii) Class A-2 Notes, the Class A-2 Interest Rate,
(iii) Class A-3 Notes, the Class A-3 Interest Rate, (iv) Class A-4 Notes, the
Class A-4 Interest Rate, (v) Class A-5 Notes, the Class A-5 Interest Rate and
(vi) Class B Notes, the Class B Interest Rate.

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

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

               "NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3
Note, a Class A-4 Note, a Class A-5 Note or a Class B Note.

               "NOTE DEPOSITORY AGREEMENT" means the agreement among the Issuer,
the Trustee, the Servicer and The Depository Trust Company, as the initial
Clearing Agency, dated one Business Day prior to Closing Date, substantially in
the form of Exhibit C.

               "NOTE OWNER" means, with respect to a Book-Entry Note, the person
who is the owner of such Book-Entry Note, as reflected on the books of the
Clearing Agency, or on the books of a Person maintaining an account with such
Clearing Agency (directly as a Clearing Agency Participant or as an indirect
participant, in each case in accordance with the rules of such Clearing Agency).

               "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in Section 2.4.

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

               "OPINION OF COUNSEL" means one or more written opinions of
counsel who may, except as otherwise expressly provided in this Indenture, be
employees of or counsel to the Issuer and who shall be satisfactory to the
Trustee, and which opinion or opinions shall be addressed to the Trustee as
Trustee, shall comply with any applicable requirements of Section 11.1, and
shall be in form and substance satisfactory to the Trustee.

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

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

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

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

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

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

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

               "PAYMENT DATE" means a Distribution Date.

               "PREDECESSOR NOTE" means, with respect to any particular Note,
every previous Note evidencing all or a portion of the same debt as that
evidenced by such particular Note; and, for the purpose of this definition, any
Note authenticated and delivered under Section 2.5 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

               "RECORD DATE" means, with respect to a Distribution Date or
Redemption Date the day immediately preceding the related Distribution Date or
Redemption Date or, in the event Definitive Securities have been issued, the
last day of the month immediately preceding the month in which such Distribution
Date occurs.

               "REDEMPTION DATE" means (a) in the case of a redemption of the
Notes pursuant to Section 10.1(a) or a payment to Noteholders pursuant to
Section 10.1(b), the Distribution Date specified by the Servicer or the Issuer
pursuant to Section 10.1(a) or (b) as applicable.

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

               "RESPONSIBLE OFFICER" means, with respect to the Trustee, any
officer within the Corporate Trust Office of the Trustee, including any Vice
President, Assistant Vice President, Assistant Treasurer, Assistant Secretary,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

               "SALE AND SERVICING AGREEMENT" means the Sale and Servicing
Agreement dated as of [____________________], among the Issuer, the Depositor,
the Sponsor and the Servicer, substantially in the form of Exhibit B as the same
may be amended or supplemented from time to time.

               "SCHEDULE OF RECEIVABLES" means the listing of the Receivables
set forth in Exhibit A (which Exhibit may be in the form of microfiche).

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

               "SUCCESSOR SERVICER" has the meaning specified in Section 3.7(e).

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

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

               "TRUSTEE" means [____________________], a national banking
association, not in its individual capacity but as trustee under this Indenture,
or any successor trustee under this Indenture.

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

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

                                                             SECTION OF SALE AND
     TERM                                                   SERVICING AGREEMENT

Certificateholders.........................................        Section 1.1
Closing Date ..............................................        Section 1.1
Collection Account.........................................        Section 1.1
Collection Period..........................................        Section 1.1
Contract...................................................        Section 1.1
Depositor..................................................        Section 1.1
Depository Agreement.......................................        Section 1.1
Distribution Date..........................................        Section 1.1
Eligible Deposit Account...................................        Section 1.1
Eligible Investments.......................................        Section 1.1
Final Scheduled Distribution Date..........................        Section 1.1
Final Scheduled Maturity Date..............................        Section 1.1
Financed Vehicle...........................................        Section 1.1
Initial Pool Balance.......................................        Section 1.1
Note Distribution Account..................................        Section 1.1
Noteholders' Distributable Amount..........................        Section 1.1
Noteholders' Percentage....................................        Section 1.1
Obligor....................................................        Section 1.1
Owner Trustee..............................................        Section 1.1
Person.....................................................        Section 1.1
Pool Balance...............................................        Section 1.1
Purchased Receivable.......................................        Section 1.1
Rating Agency .............................................        Section 1.1
Rating Agency Condition....................................        Section 1.1
Receivable.................................................        Section 1.1
Reserve Account............................................        Section 1.1
Servicer...................................................        Section 1.1
Servicer Default...........................................        Section 1.1
Specified Reserve Account Balance..........................        Section 1.1
Total Distribution Amount .................................        Section 1.1
Trust Accounts.............................................        Section 1.1
Trust Agreement............................................        Section 1.1

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

               SECTION 1.2 INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

               "Commission" means the Securities and Exchange Commission.

               "indenture securities" means the Notes.

               "indenture security holder" means a Noteholder.

               "indenture to be qualified" means this Indenture.

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

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

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

               SECTION 1.3 RULES OF CONSTRUCTION. Unless the context otherwise
requires:

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

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

               (iii) "or" is not exclusive;

               (iv) "including" means including without limitation; and

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


                                   ARTICLE II

                                    THE NOTES

               SECTION 2.1 FORM. The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class A-5 Notes and the Class B Notes,
in each case together with the Trustee's certificate of authentication, shall be
in substantially the forms set forth in Exhibits D, E, F, G, H and I,
respectively, with such appropriate insertions, omissions, substitutions and
other variations as are required or permitted by this Indenture and may have
such letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

               The Definitive Notes shall be typewritten, printed, lithographed
or engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such Notes,
as evidenced by their execution of such Notes.

               Each Note shall be dated the date of its authentication. The
terms of the Notes set forth in Exhibit D, E, F, G, H or I are part of the terms
of this Indenture.

               SECTION 2.2 EXECUTION, AUTHENTICATION AND DELIVERY. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

               The Trustee shall upon Issuer Order authenticate and deliver
Class A-1 Notes for original issue in an aggregate principal amount of
$[____________], Class A-2 Notes for original issue in the aggregate principal
amount of $[____________], Class A-3 Notes for original issue in the aggregate
principal amount of $[____________], Class A-4 Notes for original issue in the
aggregate principal amount of $[____________], Class A-5 Notes for original
issue in the aggregate principal amount of $[____________] and Class B Notes for
original issue in the aggregate principal amount of $[____________]. The
aggregate principal amount of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes,
Class A-4 Notes, Class A-5 Notes and Class B Notes outstanding at any time may
not exceed such amounts except as provided in Section 2.5.

               Each Note shall be dated the date of its authentication. The
Class A Notes shall be issuable as registered Notes in the minimum denomination
of $1,000 and in integral multiples of $1,000 in excess thereof, the Class B
Notes shall be issuable as registered Notes in the minimum denomination of
$25,000 and in integral multiples of $1,000 in excess thereof (except for one
Note of each class which may be issued in a denomination other than an integral
multiple of $1,000).

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

               SECTION 2.3 TEMPORARY NOTES. Pending the preparation of
Definitive Notes, the Issuer may execute, and upon receipt of an Issuer Order
the Trustee shall authenticate and deliver, temporary Notes which are printed,
lithographed, typewritten, mimeographed or otherwise produced, of the tenor of
the Definitive Notes in lieu of which they are issued and with such variations
not inconsistent with the terms of this Indenture as the officers executing such
Notes may determine, as evidenced by their execution of such Notes.

               If temporary Notes are issued, the Issuer will cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the temporary Notes at the office or agency of the Issuer to
be maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of Definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Definitive Notes.

               SECTION 2.4 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Trustee shall be "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. The Note Registrar may resign
as such only upon written notice delivered to an Authorized Officer of the
Issuer, and upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.

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

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

               At the option of the Holder, Notes may be exchanged for other
Notes in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, if the requirements
of Section 8-401(1) of the UCC are met the Issuer shall execute and upon its
request the Trustee shall authenticate and the Noteholder shall obtain from the
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.

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

               Every Note presented or surrendered for registration of transfer
or exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("Stamp") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as the Trustee may
require.

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

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

               SECTION 2.5 MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i)
any mutilated Note is surrendered to the Trustee, or the Trustee receives
evidence to its satisfaction of the destruction, loss or theft of any Note, and
(ii) there is delivered to the Trustee such security or indemnity as may be
required by it to hold the Issuer and the Trustee harmless, then, in the absence
of notice to the Issuer, the Note Registrar or the Trustee that such Note has
been acquired by a bona fide purchaser, and provided that the requirements of
Section 8-405 of the UCC are met, the Issuer shall execute and upon its request
the Trustee shall authenticate and deliver, in exchange for or in lieu of any
such mutilated, destroyed, lost or stolen Note, a replacement Note; PROVIDED,
HOWEVER, that if any such destroyed, lost or stolen Note, but not a mutilated
Note, shall have become or within seven days shall be due and payable, or shall
have been called for redemption, instead of issuing a replacement Note, the
Issuer may pay such destroyed, lost or stolen Note when so due or payable or
upon the Redemption Date without surrender thereof. If, after the delivery of
such replacement Note or payment of a destroyed, lost or stolen Note pursuant to
the proviso to the preceding sentence, a bona fide purchaser of the original
Note in lieu of which such replacement Note was issued presents for payment such
original Note, the Issuer and the Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Trustee in connection therewith.

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

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

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

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

               SECTION 2.7 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED
INTEREST. (a) The Notes shall accrue interest as provided in the forms of the
Class A-1 Note, the Class A-2 Note, the Class A-3 Note, the Class A-4 Note, the
Class A-5 Note and the Class B Note, set forth in Exhibits D, E, F, G, H and I,
respectively, and such interest shall be payable on each Distribution Date as
specified therein. Any installment of interest or principal, if any, payable on
any Note which is punctually paid or duly provided for by the Issuer on the
applicable Distribution Date shall be paid to the Person in whose name such Note
(or one or more Predecessor Notes) is registered on the Record Date, by check
mailed first-class, postage prepaid, to such Person's address as it appears on
the Note Register on such Record Date, except that, unless Definitive Notes have
been issued pursuant to Section 2.12, with respect to Notes registered on the
Record Date in the name of the nominee of the Clearing Agency (initially, such
nominee to be Cede & Co.), payment will be made by wire transfer in immediately
available funds to the account designated by such nominee and except for the
final installment of principal payable with respect to such Note on a
Distribution Date or on the Final Scheduled Distribution Date (and except for
the Redemption Price for any Note called for redemption pursuant to Section
10.1(a)) which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.

               (b) The principal of each Note shall be payable in installments
on each Distribution Date as provided in the forms of the Class A-1 Note, the
Class A-2 Note, the Class A-3 Note, the Class A-4 Note, the Class A-5 Note and
the Class B Note, set forth in Exhibits D, E, F, G, H and I, respectively.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable, if not previously paid, on the date on which an Event
of Default shall have occurred and be continuing, if the Trustee or the Holders
of the Class A Notes if Outstanding or the Class B Notes if the Class A Notes
are no longer Outstanding Notes representing not less than 66 2/3% of the
Outstanding Amount of the Class A Notes if Outstanding or the Class B Notes if
the Class A Notes are no longer Outstanding Notes have declared the Notes to be
immediately due and payable in the manner provided in Section 5.2. All principal
payments on each class of the Notes shall be made pro rata to the Noteholders of
such class entitled thereto. The Trustee shall notify the Person in whose name a
Note is registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

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

               SECTION 2.8 CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Trustee, be delivered to the Trustee and shall be promptly
canceled by the Trustee. The Issuer may at any time deliver to the Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Trustee. No Notes shall be
authenticated in lieu of or in exchange for any Notes canceled as provided in
this Section, except as expressly permitted by this Indenture. All canceled
Notes may be held or disposed of by the 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 that such Issuer
Order is timely and the Notes have not been previously disposed of by the
Trustee.

               SECTION 2.9 RELEASE OF COLLATERAL. Subject to Section 11.1, the
Trustee shall release property from the lien of this Indenture only upon receipt
of an Issuer Request accompanied by an Officer's Certificate, an Opinion of
Counsel and Independent Certificates in accordance with TIA ss. 314(c) and
314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates.

          SECTION 2.10 BOOK-ENTRY NOTES. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to [ ] as agent for The Depository Trust Company, the initial
Clearing Agency, by, or on behalf of, the Issuer. Such Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner will receive a Definitive Note
representing such Note Owner's interest in such Note, except as provided in
Section 2.12. Unless and until definitive, fully registered Notes (the
"Definitive Notes") have been issued to Note Owners pursuant to Section 2.12:

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

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

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

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

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

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

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

               SECTION 2.13 RESERVED.


                                   ARTICLE III

                                    COVENANTS

               SECTION 3.1 PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will
duly and punctually pay the principal of and interest on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.2(c), the Issuer will cause to be distributed all amounts
on deposit in the Note Distribution Account on a Distribution Date deposited
therein pursuant to the Sale and Servicing Agreement (i) for the benefit of the
Class A-l Notes, to Class A-1 Noteholders, (ii) for the benefit of the Class A-2
Notes, to Class A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes,
to Class A-3 Noteholders, (iv) for the benefit of the Class A-4 Notes, to Class
A-4 Noteholders, (v) for the benefit of the Class A-5 Notes, to Class A-5
Noteholders and (vi) for the benefit of the Class B Notes, to Class B
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

               SECTION 3.2 MAINTENANCE OF OFFICE OR AGENCY. The Issuer will
maintain in the Borough of Manhattan, The City of New York, an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Trustee to
serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the 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 Trustee with the
address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, and the Issuer hereby appoints the Trustee as its
agent to receive all such surrenders, notices and demands.

               SECTION 3.3 MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided
in Sections 8.2(a) and (b), all payments of amounts due and payable with respect
to any Notes that are to be made from amounts withdrawn from the Collection
Account and the Note Distribution Account pursuant to Section 8.2(c) shall be
made on behalf of the Issuer by the Trustee or by another Paying Agent, and no
amounts so withdrawn from the Collection Account and the Note Distribution
Account for payments of Notes shall be paid over to the Issuer except as
provided in this Section.

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

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

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

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

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

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

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

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

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

               SECTION 3.4 EXISTENCE. Except as otherwise permitted by the
provisions of Section 3.10, the Issuer will keep in full effect its existence,
rights and franchises as a business trust under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

               SECTION 3.5 PROTECTION OF TRUST ESTATE. The Issuer will from time
to time prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

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

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

                    (iii) enforce any of the Collateral; or

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

The Issuer hereby designates the Trustee its agent and attorney- in-fact to
execute any financing statement, continuation statement or other instrument
required to be executed pursuant to this Section; it being understood that the
Trustee has no duty to determine whether any filing or recording is necessary
hereunder.

               SECTION 3.6 OPINIONS AS TO TRUST ESTATE. (a) On the Closing Date,
the Issuer shall furnish to the 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) Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Cutoff Date, the Issuer shall furnish to the 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 are necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to
maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until April 30 in the following calendar
year.

               SECTION 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES.
(a) The Issuer will not take any action and will use its best efforts not to
permit any action to be taken by others that would release any Person from any
of such Person's material covenants or obligations under any instrument or
agreement included in the Trust 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
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents 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 Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer. Initially, the Issuer has
contracted with the Servicer to assist the Issuer in performing its duties under
this Indenture.

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

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

               (e) As promptly as possible after the giving of notice of
termination to the Servicer of the Servicer's rights and powers pursuant to
Section 8.1 of the Sale and Servicing Agreement, the Issuer shall appoint a
successor servicer (the "Successor Servicer"), and such Successor Servicer shall
accept its appointment by a written assumption in a form acceptable to the
Trustee. In the event that a Successor Servicer has not been appointed and
accepted its appointment at the time when the Servicer ceases to act as
Servicer, the Trustee without further action shall automatically be appointed
the Successor Servicer in accordance with Section 8.2 of the Sale and Servicing
Agreement. The Trustee may resign as the Servicer by giving written notice of
such resignation to the Issuer and in such event will be released from such
duties and obligations, such release not to be effective until the date a new
servicer enters into a servicing agreement with the Issuer as provided below.
Upon delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the Successor Servicer under the Sale and Servicing Agreement. Any
Successor Servicer other than the Trustee shall (i) be an established financial
institution having a net worth of not less than $50,000,000 and whose regular
business includes the servicing of Contracts and (ii) enter into a servicing
agreement with the Issuer having substantially the same provisions as the
provisions of the Sale and Servicing Agreement applicable to the Servicer. If
within 30 days after the delivery of the notice referred to above, the Issuer
shall not have obtained such a new servicer, the Trustee may appoint, or may
petition a court of competent jurisdiction to appoint, a Successor Servicer. In
connection with any such appointment, the Trustee may make such arrangements for
the compensation of such successor as it and such successor shall agree, subject
to the limitations set forth below and in the Sale and Servicing Agreement, and
in accordance with Section 8.2 of the Sale and Servicing Agreement, the Issuer
shall enter into an agreement with such successor for the servicing of the
Receivables (such agreement to be in form and substance satisfactory to the
Trustee). If the Trustee shall succeed to the Servicer's duties as servicer of
the Receivables as provided herein, it shall do so in its individual capacity
and not in its capacity as Trustee and, accordingly, the provisions of Article
VI hereof shall be inapplicable to the Trustee in its duties as the successor to
the Servicer and the servicing of the Receivables. In case the Trustee shall
become successor to the Servicer under the Sale and Servicing Agreement, the
Trustee shall be entitled to appoint as Servicer any one of its Affiliates, or
delegate any of its responsibilities as Servicer to agents, subject to the terms
of the Sale and Servicing Agreement, provided that such appointment or
delegation shall not affect or alter in any way the liability of the Trustee as
a successor for the performance of the duties and obligations of the Servicer in
accordance with the terms hereof.

               (f) Upon an Authorized Officer of the Issuer acquiring actual
knowledge of any termination of the Servicer's rights and powers pursuant to the
Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee. As
soon as a Successor Servicer (other than the Trustee) is appointed, the Issuer
shall notify the Trustee of such appointment, specifying in such notice the name
and address of such Successor Servicer.

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

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

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

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

                    (iii) (A) 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, (B) permit any lien,
               charge, excise, claim, security interest, mortgage or other
               encumbrance (other than the lien of this Indenture) to be created
               on or extend to or otherwise arise upon or burden the Trust
               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, in each case on a
               Financed Vehicle and arising solely as a result of an action or
               omission of the related Obligor) or (C) permit the lien of this
               Indenture not to constitute a valid first priority (other than
               with respect to any such tax, mechanics' or other lien) security
               interest in the Trust Estate.

               SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Trustee, within 120 days after the end of each fiscal year of the
Issuer (commencing with the fiscal year [_____]), and otherwise in compliance
with the requirements of TIA Section 314(a)(4) an Officer's Certificate stating,
as to the Authorized Officer signing such Officer's Certificate, that

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

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

               SECTION 3.10 ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.
(a) The Issuer shall not consolidate or merge with or into any other Person,
unless

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

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

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

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

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

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

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

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

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

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

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

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

                    (vi) the Issuer shall have delivered to the Trustee an
               Officers' Certificate and an Opinion of Counsel each stating that
               such conveyance or transfer and such supplemental indenture
               comply with this Article III and that all conditions precedent
               herein provided for relating to such transaction have been
               complied with (including 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), [____________________]
will be released from every covenant and agreement of this Indenture to be
observed or performed on the part of the Issuer with respect to the Notes
immediately upon the delivery of written notice to the Trustee stating that
[____________________] is to be so released.

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

               SECTION 3.13 NO BORROWING. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

               SECTION 3.14 SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.8 of the Sale and
Servicing Agreement.

               SECTION 3.15 GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES.
Except as contemplated by the Sale and Servicing Agreement or this Indenture,
the Issuer shall not make any loan or advance or credit to, or guarantee
(directly or indirectly or by an instrument having the effect of assuring
another's payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

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

               SECTION 3.17 [Reserved]

               SECTION 3.18 RESTRICTED PAYMENTS. The Issuer shall not, directly
or indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
PROVIDED, HOWEVER, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Owner Trustee, the Trustee and the Certificateholders as
permitted by, and to the extent funds are available for such purpose under, the
Sale and Servicing Agreement or Trust Agreement. The Issuer will not, directly
or indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the Basic Documents.

               SECTION 3.19 NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to
give the Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each default on the part of the Servicer or the Depositor
of its obligations under the Sale and Servicing Agreement of which an Authorized
Officer of the Issuer acquires actual knowledge.

               SECTION 3.20 FURTHER INSTRUMENTS AND ACTS. Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

                                   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 and 3.13, (v) the rights, obligations and immunities
of the Trustee hereunder (including the rights of the Trustee under Section 6.7
and the obligations of the Trustee under Section 4.2) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when

               (A) either

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

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

                         (i) have become due and payable,

                         (ii) will become due and payable at the Final Scheduled
                    Distribution Date within one year, or

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

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

               (C) the Issuer has delivered to the Trustee an Officer's
          Certificate, an Opinion of Counsel and (if required by the TIA or the
          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 moneys deposited with
the Trustee pursuant to Section 4.1 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Trustee may
determine, to the Holders of the particular Notes for the payment or redemption
of which such moneys have been deposited with the Trustee, of all sums due and
to become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

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

               SECTION 4.4 NOTICE. Upon the satisfaction and discharge of this
Indenture with respect to the Notes, the Trustee shall notify each Rating Agency
of such satisfaction and discharge.


                                    ARTICLE V

                                    REMEDIES

               SECTION 5.1 EVENTS OF DEFAULT. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                    (i) default in the payment of any interest on any Note when
               the same becomes due and payable, and such default shall continue
               for a period of five days; or

                    (ii) default in the payment of the principal of or any
               installment of the principal of any Note when the same becomes
               due and payable; or

                    (iii) default in the observance or performance of any
               covenant or agreement of the Issuer made in this Indenture (other
               than a covenant or agreement, a default in the observance or
               performance of which is elsewhere in this Section specifically
               dealt with), or any representation or warranty of the Issuer made
               in this Indenture or in any certificate or other writing
               delivered pursuant hereto or in connection herewith proving to
               have been incorrect in any material respect as of the time when
               the same shall have been made, and such default shall continue or
               not be cured, or the circumstance or condition in respect of
               which such misrepresentation or warranty was incorrect shall not
               have been eliminated or otherwise cured, for a period of 30 days
               after there shall have been given, by registered or certified
               mail, to the Issuer by the Trustee or to the Issuer and the
               Trustee by the Holders of at least 25% of the Outstanding Amount
               of the Notes, a written notice specifying such default or
               incorrect representation or warranty and requiring it to be
               remedied and stating that such notice is a "Notice of Default"
               hereunder; or

                    (iv) the filing of a decree or order for relief by a court
               having jurisdiction in the premises in respect of the Issuer or
               any substantial part of the Trust Estate in an involuntary case
               under any applicable Federal or state bankruptcy, insolvency or
               other similar law now or hereafter in effect, or appointing a
               receiver, liquidator, assignee, custodian, trustee, sequestrator
               or similar official of the Issuer or for any substantial part of
               the Trust Estate, or ordering the winding-up or liquidation of
               the Issuer's affairs, and such decree or order shall remain
               unstayed and in effect for a period of 30 consecutive days; or

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

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

               SECTION 5.2 ACCELERATION OF MATURITY; RESCISSION AND ANNULMENT.
If an Event of Default should occur and be continuing, then and in every such
case the Trustee or the Holders of Class A Notes if Class A Notes are
Outstanding or Class B Notes, if the Class A Notes are no longer Outstanding
representing not less than 66 2/3% of the Outstanding Amount of such Class A
Notes or Class B Notes, as applicable, may declare all the Notes to be
immediately due and payable, by a notice in writing to the Issuer (and to the
Trustee if given by Noteholders), 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.

               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 Trustee as hereinafter in this Article V provided, the
Holders of Notes representing 66 2/3% of the Outstanding Amount of the Notes, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

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

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

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

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

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

               SECTION 5.3 COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
BY TRUSTEE. (a) The Issuer covenants that if (i) default is made in the payment
of any interest on any Note when the same becomes due and payable, and such
default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, the Issuer will, upon demand of the Trustee,
pay to it, for the benefit of the Holders of the Notes, the whole amount then
due and payable on such Notes for principal and interest, with interest upon the
overdue principal, and, to the extent payment at such rate of interest shall be
legally enforceable, upon overdue installments of interest, at the rate borne by
the 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 Trustee and its agents
and counsel.

               (b) In case the Issuer shall fail forthwith to pay such amounts
upon such demand, the 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 moneys adjudged or decreed to be
payable.

               (c) If an Event of Default occurs and is continuing, the 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 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 Trustee by this Indenture or by law. (d) In case there shall be pending,
relative to the Issuer or any other obligor upon the Notes or any Person having
or claiming an ownership interest in the Trust Estate, proceedings under Title
11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or other similar law, or in case a receiver, assignee or
trustee in bankruptcy or reorganization, liquidator, sequestrator or similar
official shall have been appointed for or taken possession of the Issuer or its
property or such other obligor or Person, or in case of any other comparable
judicial proceedings relative to the Issuer or other obligor upon the Notes, or
to the creditors or property of the Issuer or such other obligor, the 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 Trustee shall have made any demand pursuant to the provisions of this
Section, shall be entitled and empowered, by intervention in such proceedings or
otherwise:

                    (i) to file and prove a claim or claims for the whole amount
               of principal and interest owing and unpaid in respect of the
               Notes and to file such other papers or documents as may be
               necessary or advisable in order to have the claims of the Trustee
               (including any claim for reasonable compensation to the 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 Trustee and
               each predecessor Trustee, except as a result of negligence, bad
               faith or willful misconduct) 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 moneys or other property
               payable or deliverable on any such claims and to distribute all
               amounts received with respect to the claims of the Noteholders
               and of the 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 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 Trustee, and, in the event that the Trustee shall consent to the
making of payments directly to such Noteholders, to pay to the Trustee such
amounts as shall be sufficient to cover reasonable compensation to the Trustee,
each predecessor Trustee and their respective agents, attorneys and counsel, and
all other expenses and liabilities incurred, and all advances made, by the
Trustee and each predecessor Trustee except as a result of negligence or bad
faith.

               (e) Nothing herein contained shall be deemed to authorize the
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 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 Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
the 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 Trustee, each predecessor Trustee and their respective
agents and attorneys, shall be for the ratable benefit, as provided herein, of
the Holders of the Notes.

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

               SECTION 5.4 REMEDIES; PRIORITIES. (a) If an Event of Default
shall have occurred and be continuing, the Trustee may do one or more of the
following (subject to Section 5.5):

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

                    (ii) institute proceedings from time to time for the
               complete or partial foreclosure of this Indenture with respect to
               the Trust 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 Trustee and the Holders of the Notes;
               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;

         PROVIDED, HOWEVER, that the Trustee may not sell or other-wise
         liquidate the Trust Estate following an Event of Default, other than an
         Event of Default described in Section 5.1(i) or (ii), unless (A) the
         Holders of 100% of the Outstanding Amount of the Notes consent thereto,
         (B) the proceeds of such sale or liquidation distributable to the
         Noteholders are sufficient to discharge in full all amounts then due
         and unpaid upon such Notes for principal and interest or (C) the
         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 they would have become due if the Notes had not been declared
         due and payable, and the Trustee obtains the consent of Holders of
         66-2/3% of the Outstanding Amount of the Notes. In determining such
         sufficiency or insufficiency with respect to clause (B) and (C), the
         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 Trustee collects any money or property pursuant to
this Article V, it shall pay out such money or property (and other amounts
including amounts held on deposit in the Reserve Account) held as Collateral for
the benefit of the Noteholders in the following order:

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

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

               THIRD: to Class A Noteholders for amounts due and unpaid on the
          Class A Notes for principal, ratably, without preference or priority
          of any kind, according to the amounts due and payable on the Notes for
          principal until the Outstanding Amount of each class of Class A Notes
          is reduced to zero;

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

               FIFTH: to Class B Noteholders for amounts due and unpaid on the
          Class B Notes for principal, ratably, without preference or priority
          of any kind, according to the amounts due and payable on the Notes for
          principal until the Outstanding Amount of the Class B Notes is reduced
          to zero;

               SIXTH: to the Issuer for distribution to the Certificateholders.

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

               SECTION 5.5 OPTIONAL PRESERVATION OF THE RECEIVABLES. 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 Trustee may, but need not, elect to 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 Trustee shall take such desire
into account when determining whether or not to maintain possession of the Trust
Estate. In determining whether to maintain possession of the Trust Estate, the
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:

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

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

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

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

                    (v) no direction inconsistent with such written request has
               been given to the 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 or to enforce any right under this Indenture, except in the
manner herein provided.

               In the event the 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 Trustee in its sole discretion may determine what action, if any, shall be
taken, notwithstanding any other provisions of this Indenture.

               SECTION 5.7 UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST. Notwithstanding any other provisions in this Indenture,
the Holder of any Note shall have the right, which is absolute and
unconditional, to receive payment of the principal of and interest, if any, on
such Note on or after the respective due dates thereof expressed in such Note or
in this Indenture (or, in the case of redemption, on or after the Redemption
Date) and to institute suit for the enforcement of any such payment, and such
right shall not be impaired without the consent of such Holder.

               SECTION 5.8 RESTORATION OF RIGHTS AND REMEDIES. If the 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 Trustee or to such
Noteholder, then and in every such case the Issuer, the Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights and remedies of the 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 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 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 Trustee or to the Noteholders may be exercised from time to time, and as
often as may be deemed expedient, by the 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 have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Notes or exercising any trust or power conferred on
the Trustee; PROVIDED that

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

                    (ii) subject to the express terms of Section 5.4, any
               direction to the 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;

                    (iii) if the conditions set forth in Section 5.5 have been
               satisfied and the Trustee elects to retain the Trust Estate
               pursuant to such Section, then any direction to the 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 (iv) the Trustee may take any
               other action deemed proper by the Trustee that is not
               inconsistent with such direction;

PROVIDED, HOWEVER, that, subject to Section 6.1, the Trustee need not take any
action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.

               SECTION 5.12 WAIVER OF PAST DEFAULTS. Prior to the declaration of
the acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Class A Notes, if any Class A Notes are outstanding or Class B Notes
if the Class A Notes are no longer outstanding of not less than 66 2/3% of the
Outstanding Amount of the Class A Notes or Class B Notes, as applicable may
waive any past Default or Event of Default and its consequences except a Default
(a) in payment of principal of or interest on any of the Notes or (b) in respect
of a covenant or provision hereof which cannot be modified or amended without
the consent of the Holder of each Note. In the case of any such waiver, the
Issuer, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

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

               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 suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by any Noteholder,
or group of Noteholders, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the payment of principal of or interest on any Note on or
after the respective due dates expressed in such Note and in this Indenture (or,
in the case of redemption, on or after the Redemption Date).

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

               SECTION 5.15 ACTION ON NOTES. The 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 Trustee or the Noteholders shall be impaired by the recovery of any
judgment by the 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.

               SECTION 5.16 PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.
(a) Promptly following a written request from the Trustee to do so and at the
Servicer's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by the
Depositor, the Sponsor and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Trustee, including the transmission of notices of default
on the part of the Depositor or the Servicer thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Depositor or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

               (b) If an Event of Default has occurred and is continuing, the
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 Depositor or the
Servicer under or in connection with the Sale and Servicing Agreement, including
the right or power to take any action to compel or secure performance or
observance by the Depositor or the Servicer of each of their obligations to the
Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the
Issuer to take such action shall be suspended.


                                   ARTICLE VI

                                   THE TRUSTEE

               SECTION 6.1 DUTIES OF TRUSTEE. (a) If an Event of Default has
occurred and is continuing, the Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

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

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

                         (ii) in the absence of bad faith on its part, the
                    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
                    Trustee and conforming to the requirements of this
                    Indenture; however, the Trustee shall examine the
                    certificates and opinions to determine whether or not they
                    conform to the requirements of this Indenture.

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

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

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

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

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

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

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

               SECTION 6.2 RIGHTS OF TRUSTEE. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

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

               (c) The 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 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 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 Trustee's conduct does not
constitute willful misconduct, negligence or bad faith.

               (e) The Trustee may consult with counsel of its selection, 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.

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

               SECTION 6.4 TRUSTEE'S DISCLAIMER. The 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 Trustee's certificate of
authentication.

               SECTION 6.5 NOTICE OF DEFAULTS; NOTICE OF EVENT OF DEFAULT. (a)
If a Default occurs and is continuing and if it is either actually known or
written notice of the existence thereof has been delivered to a Responsible
Officer of the Trustee, the Trustee shall mail to each Noteholder and the Owner
Trustee notice of the Default within 90 days after such knowledge or notice
occurs. Except in the case of a Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the 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.

               (b) Within 5 Business Days of an Event of Default, the Trustee
shall deliver notice thereof to the Rating Agencies.

               SECTION 6.6 REPORTS BY TRUSTEE TO HOLDERS. The Trustee shall
deliver to each Noteholder such information as may be reasonably required to
enable such Holder to prepare its Federal and state income tax returns.

               SECTION 6.7 COMPENSATION AND INDEMNITY. The Issuer shall or shall
cause the Servicer to pay to the Trustee from time to time compensation for its
services in accordance with a separate agreement between the Servicer and the
Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall or shall cause
the Servicer to reimburse the 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 Trustee's agents,
counsel, accountants and experts. The Issuer shall or shall cause the Servicer
to indemnify the Trustee and its officers, directors, employees and agents
against any and all loss, liability or expense (including attorneys' fees and
expenses) incurred by it in connection with the acceptance or the administration
of this trust and the performance of its duties hereunder. The Trustee shall
notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer and the Servicer shall
not relieve the Issuer of its obligations hereunder or the Servicer of its
obligations under Article X of the Sale and Servicing Agreement. The Issuer
shall or shall cause the Servicer to defend the claim and the Trustee may have
separate counsel and the Issuer shall or shall cause the Servicer to pay the
fees and expenses of such counsel. Neither the Issuer nor the Servicer need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct, negligence
or bad faith.

               The Issuer's payment obligations to the Trustee pursuant to this
Section shall survive the discharge of this Indenture and the resignation or
removal of the Trustee subject to a satisfaction of the Rating Agency Condition.
When the Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or similar law.

               SECTION 6.8 REPLACEMENT OF TRUSTEE. The Trustee may resign at any
time by so notifying the Issuer. The Holders of a majority in Outstanding Amount
of the Notes may remove the Trustee by so notifying the Trustee and may appoint
a successor Trustee. The Issuer shall remove the Trustee if:

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

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

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

                    (iv) the Trustee otherwise becomes incapable of acting.

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

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

               If a successor Trustee does not take office within 60 days after
the retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or
the Holders of a majority in Outstanding Amount of the Notes may petition any
court of competent jurisdiction for the appointment of a successor Trustee.

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

               Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to Section 6.8 and payment of all fees and expenses owed to the
outgoing Trustee.

Notwithstanding the replacement of the Trustee pursuant to this Section, the
Issuer's and the Servicer's obligations under Section 6.7 shall continue for the
benefit of the retiring Trustee.

               SECTION 6.9 SUCCESSOR TRUSTEE BY MERGER. If the Trustee
consolidates with, merges or converts into, or transfers all or substantially
all its corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. The Trustee shall provide the Rating
Agencies with prior written notice of any such transaction.

               In case at the time such successor or successors by merger,
conversion or consolidation to the 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 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 Trustee may authenticate such Notes either
in the name of any predecessor hereunder or in the name of the successor to the
Trustee; and in all such cases such certificates shall have the full force which
it is anywhere in the Notes or in this Indenture provided that the certificate
of the Trustee shall have.

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

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

                    (i) all rights, powers, duties and obligations conferred or
               imposed upon the Trustee shall be conferred or imposed upon and
               exercised or performed by the 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 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 Trustee shall be incompetent or
               unqualified to perform such act or acts, in which event such
               rights, powers, duties and obligations (including the holding of
               title to the Trust or any portion thereof in any such
               jurisdiction) shall be exercised and performed singly by such
               separate trustee or co-trustee, but solely at the direction of
               the Trustee;

                    (ii) no trustee hereunder shall be personally liable by
               reason of any act or omission of any other trustee hereunder,
               including acts or omissions of predecessor or successor trustees;
               and

                    (iii) the 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 Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as if given to each of them. Every instrument
appointing any separate trustee or co-trustee shall refer to this Agreement and
the conditions of this Article VI. Each separate trustee and co-trustee, upon
its acceptance of the trusts conferred, shall be vested with the estates or
property specified in its instrument of appointment, either jointly with the
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 Trustee. Every such instrument shall be filed with the Trustee.

               (d) Any separate trustee or co-trustee may at any time constitute
the Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Agreement 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 invest in and be exercised by the
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

               SECTION 6.11 ELIGIBILITY; DISQUALIFICATION. The Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it shall have a long term debt
rating of BBB- by Standard & Poor's and Baa3 by Moody's or better by the Rating
Agencies. The Trustee shall comply with TIA ss. 310 (b), including the optional
provision permitted by the second sentence of TIA ss. 310(b)(9); 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 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.


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

               SECTION 7.1 ISSUER TO FURNISH TRUSTEE NAMES AND ADDRESSES OF
NOTEHOLDERS. The Issuer will furnish or cause to be furnished to the Trustee (a)
not more than five days after the earlier of (i) each Record Date and (ii) three
months after the last Record Date, a list, in such form as the Trustee may
reasonably require, of the names and addresses of the Holders as of such Record
Date, (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; PROVIDED, HOWEVER, that so long as the 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 Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Trustee as provided in Section 7.1 and the
names and addresses of Holders received by the Trustee in its capacity as Note
Registrar. The 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 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 Trustee, within 15 days after the Issuer
                         is required to file the same with the Commission,
                         copies of the annual reports and of the information,
                         documents and other reports (or copies of such portions
                         of any of the foregoing as the Commission may from time
                         to time by rules and regulations prescribe) which the
                         Issuer may be required to file with the Commission
                         pursuant to Section 13 or 15(d) of the Exchange Act;

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

                    (iii) supply to the Trustee (and the 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.

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

               SECTION 7.4 REPORTS BY TRUSTEE. If required by TIA ss. 313(a),
within 60 days after each September 1, beginning with September 1, [_____], the
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 Trustee also
shall comply with TIA ss. 313(b).

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


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

               SECTION 8.1 COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the 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 Trustee pursuant to this Indenture. The Trustee shall apply
all such money received by it as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Trust Estate, the Trustee may take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate proceedings. Any such action shall be without prejudice to any right
to claim a Default or Event of Default under this Indenture and any right to
proceed thereafter as provided in Article V.

               SECTION 8.2 TRUST ACCOUNTS. (a) On or prior to the Closing Date,
the Issuer shall cause the Servicer to establish and maintain, in the name of
the Trustee, for the benefit of the Noteholders and the Certificateholders, the
Trust Accounts as provided in Section 5.1 of the Sale and Servicing Agreement.

               (b) On or before each Distribution Date, the Total Distribution
Amount with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.2 of the Sale and Servicing
Agreement. On or before each Distribution Date, the Class A Noteholders'
Distributable Amount and the Class B Noteholders' Distributable Amount with
respect to the preceding Collection Period will be transferred from the
Collection Account and/or the Reserve Account to the Note Distribution Account
as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement.

               (c) On each Distribution Date and Redemption Date, the Trustee
shall distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.4(b)):

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

                    (ii) accrued and unpaid interest on the Class B Notes;
               PROVIDED that if there are not sufficient funds in the Note
               Distribution Account to pay the entire amount of accrued and
               unpaid interest then due on the Class B Notes after the
               distribution pursuant to clause (i) above, the amount in the Note
               Distribution Account shall be applied to the payment of such
               interest on the Class B Notes pro rata on the basis of the total
               such interest due on the Class B Notes;

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

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

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

                    (vi) to the Holders of the Class A-4 Notes until the
               Outstanding Amount of the Class A-4 Notes is reduced to zero;

                    (vi) to the Holders of the Class A-5 Notes until the
               Outstanding Amount of the Class A-5 Notes is reduced to zero; and

                    (vii) to the Holders of the Class B Notes until the
               Outstanding Amount of the Class B Notes is reduced to zero

               Notwithstanding the foregoing, if an Event of Default exists, no
amounts shall be paid to Class B Noteholders until the accrued and unpaid
interest on the Class A Notes and Outstanding Amount of each class of Class A
Notes has been reduced to zero.

               SECTION 8.3 GENERAL PROVISIONS REGARDING ACCOUNTS. (a) So long as
no Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Trustee upon Issuer Order, subject to the
provisions of Section 5.1(b) of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in the Trust Accounts (other
than the Payahead Account) shall be deposited (or caused to be deposited) by the
Trustee in the Collection Account, and any loss resulting from such investments
shall be charged to such account. All income or other gain from investments of
monies deposited in the Payahead Account shall be released by the Trustee to the
Depositor, net of any loss resulting from such investments charged to the
Payahead Account. The Issuer will not direct the Trustee to make any investment
of any funds or to sell any investment held in any of the Trust Accounts unless
the security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Trustee to make any such investment or sale, if requested by the Trustee,
the Issuer shall deliver to the Trustee an Opinion of Counsel, acceptable to the
Trustee, to such effect.

               (b) [Reserved]

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

               (d) If (i) the Issuer shall have failed to give investment
directions for any funds on deposit in the Trust Accounts to the Trustee by
11:00 a.m. Eastern Time (or such other time as may be agreed by the Issuer and
Trustee) on any Business Day; or (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or, (iii) if such
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 Trustee shall, to the fullest extent practicable, invest and reinvest funds
in the Trust Accounts in one or more investments under clause (a) of the
definition of Eligible Investments.

               SECTION 8.4 RELEASE OF TRUST ESTATE. (a) Subject to Article VI
hereunder, the 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 Trustee's interest in the same, in a manner and under
circumstances that are not inconsistent with the provisions of this Indenture.
No party relying upon an instrument executed by the Trustee as provided in this
Article VIII shall be bound to ascertain the Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
moneys.

               (b) The Trustee shall, at such time as there are no Notes
outstanding and all sums due the Trustee pursuant to Section 6.7 have been paid,
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 Trust Accounts. The Trustee
shall release property from the lien of this Indenture pursuant to this Section
8.4(b) only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and (if required by the TIA) Independent
Certificates in accordance with TIA ss. 314(c) and 314(d)(1) meeting the
applicable requirements of Section 11.1.

               SECTION 8.5 OPINION OF COUNSEL. The 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 Trustee shall also require as a condition to such action, an Opinion of
Counsel, in form and substance satisfactory to the Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; PROVIDED, HOWEVER, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the Trust
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 Trustee 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 by the Issuer, as evidenced to the Trustee, the
Issuer and the 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 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 Trustee any property subject
               or required to be subjected to the lien of this Indenture, or to
               subject to the lien of this Indenture additional property;

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

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

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

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

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

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

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

               (b) The Issuer and the Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee,
enter into an indenture or indentures supplemental hereto for the purpose of
adding any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
Holders of the Notes under this Indenture; PROVIDED, HOWEVER, that such action
shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interests of any Noteholder; PROVIDED, FURTHER, that any
amendment within the scope of Section 9.2 (i)-(vii) shall be deemed to
materially and adversely affect the interests of the Noteholders, as evidenced
by an Officer's Certificate of the Servicer delivered to the Trustee.

               SECTION 9.2 SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
The Issuer and the 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, of all classes of
Notes that would be adversely affected thereby or the related class or classes
that would be adversely affected thereby, by Act of such Holders delivered to
the Issuer and the Trustee, enter into an indenture or indentures supplemental
hereto for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; PROVIDED,
HOWEVER, that no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby:

                    (i) change the date of payment of any installment of
               principal of or interest on any Note, or reduce the principal
               amount thereof, the interest rate thereon or the Redemption Price
               with respect thereto, change the provision of this Indenture
               relating to the application of collections on, or the proceeds of
               the sale of, the Trust Estate to payment of principal of or
               interest on the Notes, or change any place of payment where, or
               the coin or currency in which, any Note or the interest thereon
               is payable, 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 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 Trustee to direct the Issuer to sell
               or liquidate the Trust Estate pursuant to Section 5.4;

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

                    (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 Distribution Date
               (including the calculation of any of the individual components of
               such calculation) or to affect the rights of the Holders of Notes
               to the benefit of any provisions for the mandatory redemption of
               the Notes contained herein; or

                    (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 or in the Basic Documents, terminate the lien
               of this Indenture on any property at any time subject hereto or
               deprive the Holder of any Note of the security provided by the
               lien of this Indenture.

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

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

               Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Holders of the Notes to which such amendment or supplemental indenture relates a
notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the 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 Trustee shall be entitled to receive, and subject to
Sections 6.1 and 6.2, shall be fully protected in relying upon, an Opinion of
Counsel stating that the execution of such supplemental indenture is authorized
or permitted by this Indenture. The Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise. The
Trustee shall provide copies of each such supplemental indenture to each of the
Rating Agencies.

               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 Trustee, the Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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


                                    ARTICLE X

                               REDEMPTION OF NOTES

               SECTION 10.1 REDEMPTION. (a) The Notes are subject to redemption
in whole, but not in part, (i) at the direction of the Depositor pursuant to
Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on
which the Depositor exercises its option to purchase the Trust Estate pursuant
to said Section 9.1(a) and (ii) upon the mandatory sale of the Receivables
pursuant to Section 9.2 of the Sale and Servicing Agreement. The purchase price
for the Notes shall be equal to the Redemption Price; PROVIDED, HOWEVER, that
the Issuer has available funds sufficient to pay the Redemption Price. The
Servicer shall furnish the Rating Agencies notice of such redemption. If the
Notes are to be redeemed pursuant to this Section 10.1(a) (i) or (ii), the
Servicer shall furnish notice to the Trustee not later than 25 days prior to the
Redemption Date and the Issuer shall deposit with the Trustee in the Note
Distribution Account, on or before the Redemption Date, the Redemption Price of
the Notes to be redeemed whereupon all such Notes shall be due and payable on
the Redemption Date upon the furnishing of a notice complying with Section 10.2
to each Holder of the Notes.

               (b) In the event that the assets of the Trust are sold pursuant
to Section 9.2 of the Trust Agreement, all amounts on deposit in the Note
Distribution Account shall be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon. If amounts are
to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer shall,
to the extent practicable, furnish notice of such event to the Trustee not later
than 25 days prior to the Redemption Date whereupon all such amounts shall be
payable on the Redemption Date.

               SECTION 10.2 FORM OF REDEMPTION NOTICE. (a) Notice of redemption
under Section 10.1(a) shall be given by the Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed not less than five days
in the case of Section 10.1(a)(i) and Section 10.1(a)(ii) prior to the
applicable Redemption Date to each Holder of Notes, as of the close of business
on the Record Date preceding the applicable Redemption Date, at such Holder's
address appearing in the Note Register.

               All notices of redemption shall state:

                    (i) the Redemption Date;

                    (ii) the Redemption Price;

                    (iii) that the Record Date otherwise applicable to such
               Redemption Date is not applicable and that payments shall be made
               only upon presentation and surrender of such Notes and the place
               where such Notes are to be surrendered for payment of the
               Redemption Price (which shall be the office or agency of the
               Issuer to be maintained as provided in Section 3.2); and

                    (iv) that interest on the Notes shall cease to accrue on the
               Redemption Date.

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

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

               SECTION 10.3 NOTES PAYABLE ON REDEMPTION DATE. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


                                   ARTICLE XI

                                  MISCELLANEOUS

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

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

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

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

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

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

               (b) (i) Prior to the deposit of any Collateral or other property
or securities with the Trustee that is to be made the basis for the release of
any property or securities subject to the lien of this Indenture, the Issuer
shall, in addition to any obligation imposed in Section 11.1(a) or elsewhere in
this Indenture, furnish to the 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 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
               Trustee an Officer's Certificate certifying or stating the
               opinion of any signer thereof as to the matters described in
               clause (i) above, the Issuer shall also deliver to the 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 (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
               Officer's Certificate is less than $25,000 or less than one
               percent of the Outstanding Amount of the Notes.

                    (iii) Other than with respect to the release of any
               Purchased Receivables or Liquidated Receivables, whenever any
               property or securities are to be released from the lien of this
               Indenture, the Issuer shall also furnish to the 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
               Trustee an Officer's Certificate certifying or stating the
               opinion of any signer thereof as to the matters described in
               clause (iii) above, the Issuer shall also furnish to the 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 Purchased Receivables and 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 (iii) above and this clause
               (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
               $25,000 or less than one percent of the then Outstanding Amount
               of the Notes.

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

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

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

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

               Whenever in this Indenture, in connection with any application or
certificate or report to the 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 Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.

               SECTION 11.3 ACTS OF NOTEHOLDERS. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
such Noteholders in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such
instrument or instruments are delivered to the 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 Trustee and the Issuer, if made in the manner
provided in this Section.

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

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

               (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the Holder
of every Note issued upon the registration thereof or in exchange therefor or in
lieu thereof, in respect of anything done, omitted or suffered to be done by the
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 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 Trustee by any Noteholder or by the Issuer shall be
sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to the Trustee at its Corporate
Trust Office, or

               (b) The Issuer by the Trustee or by any Noteholder shall be in
writing and sufficient for every purpose hereunder if personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested and shall be deemed to have been duly given upon receipt to the Issuer
addressed to: [____________________], in care of the Owner Trustee, Attention:
Corporate Trust Administration at the address of the Owner Trustee's Corporate
Trust Office set forth in the Trust Agreement or at any other address previously
furnished in writing to the Trustee by Issuer. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Trustee.

               Notices required to be given to the Rating Agencies by the
Issuer, the Trustee or the Owner Trustee shall be in writing, personally
delivered, delivered by overnight courier or mailed certified mail, return
receipt requested to (i) in the case of Moody's, at the following address:
Moody's Investors Service, Inc., 99 Church Street, New York, New York 10004,
Attention: ABS Monitoring Department and (ii) in the case of S&P, at the
following address: Standard & Poor's Ratings Group, 55 Water Street, New York,
New York 10041, Attention of Asset Backed Surveillance Department; or as to each
of the foregoing, at such other address as shall be designated by written notice
to the other parties.

               SECTION 11.5 NOTICES TO NOTEHOLDERS; WAIVER. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner here
in provided shall conclusively be presumed to have been duly given.

               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 Trustee
but such filing shall not be a condition precedent to the validity of any action
taken in reliance upon such a waiver.

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

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

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

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

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

               SECTION 11.8 EFFECT OF HEADINGS AND TABLE OF CONTENTS. The
Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

               SECTION 11.9 SUCCESSORS AND ASSIGNS. All covenants and agreements
in this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Trustee in this
Indenture shall bind its successors.

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

               SECTION 11.11 BENEFITS OF INDENTURE. Nothing in this Indenture or
in the Notes, express or implied, shall give to any Person, other than the
parties hereto and their successors hereunder, and the Noteholders, and any
other party secured hereunder, and any other person with an Ownership interest
in any part of the Trust Estate, any benefit or any legal or equitable right,
remedy or claim under this Indenture.

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

               SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, 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 Trustee or any other counsel reasonably
acceptable to the 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 Trustee under this
Indenture.

               SECTION 11.16 TRUST OBLIGATION. No recourse may be taken,
directly or indirectly, with respect to the obligations of the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee on the Notes or under
this Indenture or any certificate or other writing delivered in connection
herewith or therewith, against (i) the Depositor, the Servicer, the Trustee or
the Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Depositor, the Servicer, the Trustee or the
Owner Trustee in its individual capacity, any holder of a beneficial interest in
the Issuer, the Depositor, the Servicer, the Owner Trustee or the Trustee or of
any successor or assign of the Depositor, the Servicer, the Trustee or the Owner
Trustee in its individual capacity, except as any such Person may have expressly
agreed (it being understood that the Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this Indenture, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Article VI, VII and VIII of the Trust Agreement.

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

               SECTION 11.18 INSPECTION. The Issuer agrees that, on reasonable
prior notice, it will permit any representative of the 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 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 Trustee may reasonably determine that such disclosure is consistent
with its Obligations hereunder.

                      [THIS SPACE LEFT INTENTIONALLY BLANK]


<PAGE>


               IN WITNESS WHEREOF, the Issuer and the 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:


                                    [------------------------------],
                                     not in its individual capacity
                                     but solely as Trustee,


                                    By:_____________________________
                                       Name:
                                       Title:

<PAGE>

                       [Form of Class A-1 Note]                       EXHIBIT D

REGISTERED                                                   $

No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                      CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>


                        [------------------------------]

                         CLASS A-1__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-l Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[____________] Distribution Date (the "Class A-1 Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class A-1 Note at the rate per annum shown above on each Distribution Date
commencing in [____________] until the principal of this Class A-1 Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date). Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from [_______________]. Interest will be computed on
the basis the actual number of days in a 360-day year. Such principal of and
interest on this Class A-1 Note shall be paid in the manner specified on the
reverse hereof.

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

               Reference is made to the further provisions of this Class A-1
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-1 Note.

               Unless the certificate of authentication hereon has been executed
by the Trustee whose name appears below by manual signature, this Class A-1 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


<PAGE>


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

Date:                                      [______________________________],

                                         By:  [______________________________],
                                              not in its individual
                                              capacity but solely as Owner
                                              Trustee under the Trust
                                              Agreement,

                                        By:_______________________
                                           Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the Class A-1 __% Asset Backed Notes of
[__________________] designated above and referred to in the within-mentioned
Indenture.

Date:                                       [______________________________],
                                             not in its individual capacity
                                             but solely as Trustee,

                                         By:  _________________________
                                             Authorized Signatory


<PAGE>


                                [REVERSE OF NOTE]


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

               The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

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

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class A-1 Notes and the Redemption Date, if any,
pursuant to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class A
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-1 Notes shall be made pro rata to the Class A-1 Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-1 Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________3
                                                     Signature Guaranteed:

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

<PAGE>




                                                                      EXHIBIT E

                            [Form of Class A-2 Note]

REGISTERED                                                         $


No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                      CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>




                        [------------------------------]

                         CLASS A-2__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-2 Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[____________] Distribution Date (the "Class A-2 Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class A-2 Note at the rate per annum shown above on each Distribution Date
commencing in [____________] until the principal of this Class A-2 Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date). Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from [_______________]. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class A-2 Note shall be paid in the manner specified on the
reverse hereof.

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

               Reference is made to the further provisions of this Class A-2
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-2 Note.

               Unless the certificate of authentication hereon has been executed
by the Trustee whose name appears below by manual signature, this Class A-2 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


<PAGE>


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

Date:                                    [______________________________],

                                By:      [______________________________], not
                                         in its individual capacity but solely
                                         as Owner Trustee under the Trust
                                         Agreement,

                                        By:_______________________
                                           Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the Class A-2 __% Asset Backed Notes of
[____________________] designated above and referred to in the within-mentioned
Indenture.

Date:                                      [______________________________],
                                            not in its individual capacity
                                            but solely as Trustee,

                                        By:  _________________________
                                             Authorized Signatory


<PAGE>


                                [REVERSE OF NOTE]


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

               The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

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

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class A-2 Notes and the Redemption Date, if any,
pursuant to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class A
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-2 Notes shall be made pro rata to the Class A-2 Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-2 Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________4
                                            Signature Guaranteed:

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

<PAGE>

                                                                     EXHIBIT F

                            [Form of Class A-3 Note]



REGISTERED                                                          $


No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                      CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>




                        [------------------------------]

                         CLASS A-3__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-3 Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[_______________] Distribution Date (the "Class A-3 Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class A-3 Note at the rate per annum shown above on each Distribution Date
commencing in [_______________] until the principal of this Class A-3 Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date). Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from [_______________]. Interest will be
computed on the basis of a 360-day year of twelve 30 day months. Such principal
of and interest on this Class A-3 Note shall be paid in the manner specified on
the reverse hereof.

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

               Reference is made to the further provisions of this Class A-3
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-3 Note.

               Unless the certificate of authentication hereon has been executed
by the Trustee whose name appears below by manual signature, this Class A-3 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


<PAGE>


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

Date:                                      [______________________________],

                                 By:      [____________________], not in its
                                          individual capacity but solely as
                                          Owner Trustee under the
                                          Trust Agreement,

                                          By:_______________________
                                             Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the Class A-3 __% Asset Backed Notes of [2-*]
designated above and referred to in the within-mentioned Indenture.

Date:                                     [______________________________],
                                           not in its individual capacity
                                            but solely as Trustee,

                                        By:  _________________________
                                             Authorized Signatory

<PAGE>


                                [REVERSE OF NOTE]


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

               The Class A-31Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

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

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class A-3 Notes and the Redemption Date, if any,
pursuant to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class A
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-3 Notes shall be made pro rata to the Class A-3 Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-3 Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________5
                                            Signature Guaranteed:

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

<PAGE>


                                                                     EXHIBIT G

                            [Form of Class A-4 Note]

REGISTERED                                                     $


No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                      CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>


                        [------------------------------]

                         CLASS A-4__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-4 Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[_______________] Distribution Date (the "Class A-4 Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class A-4 Note at the rate per annum shown above on each Distribution Date
commencing in [_______________] until the principal of this Class A-4 Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date). Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from [_______________]. Interest will be
computed on the basis of a 360-day year of twelve 30 day months. Such principal
of and interest on this Class A-4 Note shall be paid in the manner specified on
the reverse hereof.

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

               Reference is made to the further provisions of this Class A-4
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-4 Note.

               Unless the certificate of authentication hereon has been executed
by the Trustee whose name appears below by manual signature, this Class A-4 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


<PAGE>


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

Date:                                     [______________________________],

                                 By:      [____________________], not in its
                                          individual capacity but solely as
                                          Owner Trustee under the Trust
                                          Agreement,

                                          By:_______________________
                                             Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


                  This is one of the Class A-4 __% Asset Backed Notes of
[____________________] designated above and referred to in the within-mentioned
Indenture.

Date:                                      [______________________________],
                                            not in its individual capacity
                                            but solely as Trustee,

                                       By:  _________________________
                                            Authorized Signatory

<PAGE>

                                [REVERSE OF NOTE]


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

               The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

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

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class A-4 Notes and the Redemption Date, if any,
pursuant to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class A
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-4 Notes shall be made pro rata to the Class A-4 Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-4 Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________6
                                            Signature Guaranteed:


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

<PAGE>

                                                                     EXHIBIT H

                            [Form of Class A-5 Note]

REGISTERED                                                         $


No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                     CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>




                        [------------------------------]

                         CLASS A-5__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class A-5 Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[_______________] Distribution Date (the "Class A-5 Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class A-5 Note at the rate per annum shown above on each Distribution Date
commencing in [_______________] until the principal of this Class A-5 Note is
paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Distribution Date (after giving effect to all
payments of principal made on the preceding Distribution Date). Interest on this
Note will accrue for each Distribution Date from the most recent Distribution
Date on which interest has been paid to but excluding such Distribution Date or,
if no interest has yet been paid, from [_______________]. Interest will be
computed on the basis of a 360-day year of twelve 30 day months. Such principal
of and interest on this Class A-5 Note shall be paid in the manner specified on
the reverse hereof.

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

               Reference is made to the further provisions of this Class A-5
Note set forth on the reverse hereof, which shall have the same effect as though
fully set forth on the face of this Class A-5 Note.

               Unless the certificate of authentication hereon has been executed
by the Trustee whose name appears below by manual signature, this Class A-5 Note
shall not be entitled to any benefit under the Indenture referred to on the
reverse hereof, or be valid or obligatory for any purpose.


<PAGE>


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

Date:                                       [______________________________],

                                   By:      [____________________], not in its
                                            individual capacity but solely as
                                            Owner Trustee under the Trust
                                            Agreement,

                                            By:_______________________
                                               Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the Class A-5 __% Asset Backed Notes of
[____________________] designated above and referred to in the within-mentioned
Indenture.

Date:                                         [______________________________],
                                               not in its individual capacity
                                               but solely as Trustee,

                                            By:  _________________________
                                                 Authorized Signatory


<PAGE>


                                [REVERSE OF NOTE]


               This Note is one of a duly authorized issue of Notes of the
Issuer, designated as its Class A-5 __% Asset Backed Notes (herein called the
"Class A-5 Notes"), all issued under an Indenture dated as of [_______________]
(such indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [____________________], as trustee (the "Trustee", which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Trustee and
the Holders of the Class A-5 Notes. The Class A-5 Notes are subject to all terms
of the Indenture. All terms used in this Class A-5 Note that are defined in the
Indenture, as supplemented or amended, shall have the meanings assigned to them
in or pursuant to the Indenture, as so supplemented or amended.

               The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

               Principal of the Class A-5 Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such date is not a Business
Day, the next succeeding Business Day, commencing [_______________].

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class A-5 Notes and the Redemption Date, if any,
pursuant to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class A
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class
A-5 Notes shall be made pro rata to the Class A-5 Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class A-5 Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________7
                                            Signature Guaranteed:

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


<PAGE>



                                                                    EXHIBIT I

                             [Form of Class B Note]


REGISTERED                                                      $


No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                      CUSIP NO. ______________

               [UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF
THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE ISSUER OR
ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY
AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO
SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.]

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

<PAGE>




                        [------------------------------]

                          CLASS B__% ASSET BACKED NOTES

               [____________________], a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [] DOLLARS payable on each Distribution Date in an amount
equal to the result obtained by multiplying (i) a fraction the numerator of
which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of which
is $___________ by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Class B Notes pursuant to
Section 3.1 of the Indenture; PROVIDED, HOWEVER, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[_______________] Distribution Date (the "Class B Note Final Scheduled
Distribution Date") and the Redemption Date, if any, pursuant to Section 10.1(a)
(i) or (ii) or Section 10.1(b) of the Indenture. The Issuer will pay interest on
this Class B Note at the rate per annum shown above on each Distribution Date
commencing in [_______________] until the principal of this Class B Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date). Interest on this Note will
accrue for each Distribution Date from the most recent Distribution Date on
which interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from [_______________]. Interest will be computed on
the basis of a 360-day year of twelve 30 day months. Such principal of and
interest on this Class B Note shall be paid in the manner specified on the
reverse hereof.

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

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

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


<PAGE>


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

Date:                                       [______________________________],

                                   By:      [____________________], not in
                                            its individual
                                            capacity but solely as Owner Trustee
                                            under the Trust Agreement,

                                           By:_______________________
                                              Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION


               This is one of the Class B __% Asset Backed Notes of
[____________________] designated above and referred to in the within-mentioned
Indenture.

Date:                                       [______________________________],
                                             not in its individual capacity
                                             but solely as Trustee,

                                         By:  _________________________
                                              Authorized Signatory


<PAGE>


                                [REVERSE OF NOTE]


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

               The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes,
the Class A-4 Notes and the Class A-5 Notes (together, the "Class A Notes") are
and will be equally and ratably secured by the collateral pledged as security
therefor as provided in the Indenture. The Class B Notes (and together with the
Class A Notes, the "Notes") are and will be equally and ratably secured by the
collateral pledged or security thereof as provided in the Indenture on a
subordinate basis.

               Principal of the Class B Notes will be payable on each
Distribution Date in an amount described on the face hereof. "Distribution Date"
means the fifteenth day of each month, or, if any such date is not a Business
Day, the next succeeding Business Day, commencing [_______________].

               As described above, the entire unpaid principal amount of this
Note shall be due and payable on the earlier of the Final Scheduled Distribution
Date with respect to the Class B Notes and the Redemption Date, if any, pursuant
to Section 10.1(a) (i) or (ii) or Section 10.1(b) of the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Trustee or the Holders of the Notes
representing not less than a majority of the Outstanding Amount of the Class B
Notes have declared the Notes to be immediately due and payable in the manner
provided in Section 5.2 of the Indenture. All principal payments on the Class B
Notes shall be made pro rata to the Class B Noteholders entitled thereto.

               Payments of interest on this Note due and payable on each
Distribution Date, together with the installment of principal, if any, to the
extent not in full payment of this Note, shall be made by check mailed to the
Person whose name appears as the Holder of this Note (or one or more Predecessor
Notes) on the Note Register as of the close of business on each Record Date,
except that with respect to Notes registered on the Record Date in the name of
the nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

               The Issuer shall pay interest on overdue installments of interest
at the Class B Interest Rate to the extent lawful.

               As provided in the Indenture, the Notes may be redeemed in whole,
but not in part, (i) at the option of the Servicer, on any Distribution Date on
or after the date on which the Pool Balance is less than 5% percent of the
Initial Pool Balance or (ii) if the Servicer has not exercised its rights in
clause (i) within 90 days after the last day of a Collection Period as of which
such right can first be exercised, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

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

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
no recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer, the Owner Trustee or the Trustee on the Notes or
under the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Depositor, the Servicer, the 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 Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the Owner Trustee or the Trustee or of any successor or
assign of the Depositor, the Servicer, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

               Each Noteholder or Note Owner, by acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note covenants and agrees that
by accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor or the Issuer, or join in any institution
against the Depositor or the Issuer of, any bankruptcy, reorganization,
arrangement, insolvency or liquidation proceedings, or other proceedings, under
any United States Federal or state bankruptcy or similar law in connection with
any obligations relating to the Notes, the Indenture or the Basic Documents.

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

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

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

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

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

               This Note and the Indenture shall be construed in accordance with
the laws of the State of New York, without reference to its conflict of law
provisions, and the obligations, rights and remedies of the parties hereunder
and thereunder shall be determined in accordance with such laws.

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

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


<PAGE>


                                   ASSIGNMENT


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

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

                         (name and address of assignee)

the within Note and all rights thereunder, and hereby irrevocably constitutes
and appoints _____________, attorney, to transfer said Note on the books kept
for registration thereof, with full power of substitution in the premises.

Dated:  ___________                         _______________________8
                                                     Signature Guaranteed:

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