<PAGE>

                                                                    Exhibit 4(g)

              GE Commercial Equipment Financing LLC, Series 2003-1
                                     Issuer

                                       and

                              JPMorgan Chase Bank,
                              as Indenture Trustee.

                              --------------------
                                    INDENTURE

                         Dated as of September 25, 2003

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

       $376,946,000 in aggregate principal amount of Notes, consisting of:

             $101,200,000 of One-Month LIBOR - 0.04% Class A-1 Notes
             $67,600,000 of One-Month LIBOR + 0.07% Class A-2 Notes
             $124,400,000 of One-Month LIBOR + 0.09% Class A-3 Notes
             $53,590,000 of One-Month LIBOR + 0.12% Class A-4 Notes
              $30,156,000 of One-Month LIBOR + 0.43% Class B Notes

<PAGE>

              GE COMMERCIAL Equipment Financing LLC, Series 2003-1

                  Reconciliation and Tie between this Indenture
                     dated as of September 25, 2003 and the
                             TIA of 1939, as amended

<TABLE>
<CAPTION>
     TIA Section                            Indenture Section
     -----------                            -----------------
<S>                                         <C>
      310(a)(1)                                    6.11
        (a)(2)                                     6.11
        (a)(3)                                   6.10(b)
        (a)(4)                                Not Applicable
         (b)                                       6.11
         (c)                                  Not Applicable
        311(a)                                     6.13
         (b)                                       6.13
        312(a)                                     7.1
         (b)                                      7.2(b)
         (c)                                      7.2(c)
        313(a)                                     6.14
        (b)(1)                                     6.14
        (b)(2)                                     6.14
         (c)                                 6.14; 7.3(a)(ii)
         (d)                                       6.14
        314(a)                                     7.3
         (b)                                     3.6; 8.7
        (c)(1)                                     8.6
        (c)(2)                                     8.6
        (c)(3)                                     8.6
         (d)                                       8.6
         (e)                                       11.1
         (f)                                  Not Applicable
        315(a)                                     6.1
         (b)                                       6.5
         (c)                                       6.1
         (d)                                       6.7
         (e)                                       5.10
316(a) (last sentence)                             2.12
      (a)(1)(A)                                    5.8
      (a)(1)(B)                                    5.9
        (a)(2)                                Not Applicable
      317(a)(1)                                    5.2
        (a)(2)                                     5.2
         (b)                                       6.16
        318(a)                                    11.19
         (c)                                      11.19
</TABLE>

<PAGE>
                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
ARTICLE I        DEFINITIONS AND INCORPORATION BY REFERENCE

    SECTION 1.1.          Definitions......................................................................     3
    SECTION 1.2.          Other Interpretive Matters.......................................................    23
    SECTION 1.3.          Incorporation by Reference of TIA................................................    24

ARTICLE II       THE NOTES

    SECTION 2.1.          Form.............................................................................    24
    SECTION 2.2.          Execution, Authentication and Delivery...........................................    25
    SECTION 2.3.          Temporary Notes..................................................................    25
    SECTION 2.4.          Registration; Registration of Transfer and Exchange..............................    26
    SECTION 2.5.          Mutilated, Destroyed, Lost or Stolen Notes.......................................    27
    SECTION 2.6.          Persons Deemed Owner.............................................................    28
    SECTION 2.7.          Payment of Principal and Interest; Defaulted Interest............................    28
    SECTION 2.8.          Cancellation.....................................................................    30
    SECTION 2.9.          Book-Entry Notes.................................................................    30
    SECTION 2.10.         Notices to Clearing Agency.......................................................    31
    SECTION 2.11.         Definitive Notes.................................................................    31
    SECTION 2.12.         Notes owned by the Issuer or its Affiliates......................................    32
    SECTION 2.13.         CUSIP Numbers....................................................................    32
    SECTION 2.14.         Perfection Representations and Warranties........................................    32
    SECTION 2.15.         Notes to Constitute Indebtedness.................................................    32
    SECTION 2.16.         Determination of LIBOR...........................................................    32

ARTICLE III      COVENANTS

    SECTION 3.1.          Payments.........................................................................    33
    SECTION 3.2.          Maintenance of Office or Agency..................................................    33
    SECTION 3.3.          Paying Agent's Obligations.......................................................    34
    SECTION 3.4.          Existence........................................................................    34
    SECTION 3.5.          Protection of the Collateral; Further Assurances.................................    34
    SECTION 3.6.          Opinions as to the Collateral....................................................    34
    SECTION 3.7.          Performance of Obligations; Servicing of Loans...................................    35
    SECTION 3.8.          Taxes............................................................................    37
    SECTION 3.9.          Annual Statement as to Compliance................................................    37
    SECTION 3.10.         Negative Covenants...............................................................    37
    SECTION 3.11.         Successor or Transferee..........................................................    39
    SECTION 3.12.         Notice of Events of Default......................................................    40
    SECTION 3.13.         Capital Contributions and Liquidity Account......................................    40
    SECTION 3.14.         Further Instruments and Acts.....................................................    41

ARTICLE IV       SATISFACTION AND DISCHARGE

    SECTION 4.1.          Satisfaction and Discharge of Indenture..........................................    41
    SECTION 4.2.          Application of Trust Funds.......................................................    42

ARTICLE V        REMEDIES

    SECTION 5.1.          Events of Default................................................................    42
</TABLE>

                                      -i-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)
<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
    SECTION 5.2.          Remedies.........................................................................    43
    SECTION 5.3.          [Reserved].......................................................................    46
    SECTION 5.4.          Unconditional Rights of Noteholders To Receive Principal and Interest............    46
    SECTION 5.5.          Restoration of Rights and Remedies...............................................    46
    SECTION 5.6.          Rights and Remedies Cumulative...................................................    46
    SECTION 5.7.          Delay or Omission Not a Waiver...................................................    46
    SECTION 5.8.          Control by Noteholders...........................................................    46
    SECTION 5.9.          Waiver of Past Defaults..........................................................    48
    SECTION 5.10.         Undertaking for Costs............................................................    48
    SECTION 5.11.         Waiver of Stay or Extension Laws.................................................    48
    SECTION 5.12.         Action on Notes..................................................................    48
    SECTION 5.13.         [Reserved].......................................................................    49
    SECTION 5.14.         Sale of Collateral...............................................................    49

ARTICLE VI       THE INDENTURE TRUSTEE

    SECTION 6.1.          Duties of the Indenture Trustee..................................................    51
    SECTION 6.2.          Rights of Indenture Trustee......................................................    52
    SECTION 6.3.          Individual Rights of the Indenture Trustee.......................................    54
    SECTION 6.4.          Funds Held in Trust..............................................................    54
    SECTION 6.5.          Notice of Defaults...............................................................    54
    SECTION 6.6.          [Reserved].......................................................................    54
    SECTION 6.7.          Compensation and Indemnity.......................................................    54
    SECTION 6.8.          Resignation and Removal; Appointment of Successor................................    55
    SECTION 6.9.          Successor Indenture Trustee by Merger............................................    56
    SECTION 6.10.         Appointment of Co-Trustee or Separate Trustee....................................    56
    SECTION 6.11.         Eligibility; Disqualification....................................................    57
    SECTION 6.12.         Acceptance by Indenture Trustee..................................................    59
    SECTION 6.13.         Preferential Collection of Claims Against the Issuer.............................    59
    SECTION 6.14.         Reports by Indenture Trustee to Noteholders......................................    59
    SECTION 6.15.         Representations and Warranties...................................................    59
    SECTION 6.16.         The Paying Agent.................................................................    60
    SECTION 6.17.         Repayment of Amounts Held by Paying Agent........................................    61
    SECTION 6.18.         Provisions of Swap Agreements....................................................    61

ARTICLE VII      NOTEHOLDERS' LISTS AND REPORTS

    SECTION 7.1.          Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders...........    62
    SECTION 7.2.          Preservation of Information; Communications to Noteholders.......................    62
    SECTION 7.3.          Reports by Issuer................................................................    62
    SECTION 7.4.          De-Listing of Definitive Notes...................................................    63

ARTICLE VIII     ACCOUNTS, DISBURSEMENTS AND RELEASES

    SECTION 8.1.          Collection of Amounts Due........................................................    63
</TABLE>

                                      -ii-

<PAGE>

                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                              PAGE
<S>                                                                                                           <C>
    SECTION 8.2.          Trust Accounts...................................................................    64
    SECTION 8.3.          Priority of Payments.............................................................    64
    SECTION 8.4.          Reports..........................................................................    69
    SECTION 8.5.          General Provisions Regarding Accounts............................................    69
    SECTION 8.6.          Release of Collateral............................................................    70
    SECTION 8.7.          Opinion of Counsel...............................................................    71

ARTICLE IX       SUPPLEMENTAL INDENTURES

    SECTION 9.1.          Supplemental Indentures Without Consent of Noteholders and Swap Counterparties...    71
    SECTION 9.2.          Supplemental Indentures With Consent of Noteholders..............................    72
    SECTION 9.3.          Execution of Supplemental Indentures.............................................    73
    SECTION 9.4.          Effect of Supplemental Indenture.................................................    73
    SECTION 9.5.          Reference in Notes to Supplemental Indentures....................................    74
    SECTION 9.6.          Conformity with Trust Indenture Act..............................................    74

ARTICLE X        REDEMPTION OF NOTES

    SECTION 10.1.         Redemption.......................................................................    74
    SECTION 10.2.         Form of Redemption Notice........................................................    74
    SECTION 10.3.         Notes Payable on Redemption Date.................................................    75

ARTICLE XI       MISCELLANEOUS

    SECTION 11.1.         Compliance Certificates and Opinions, etc........................................    75
    SECTION 11.2.         Form of Documents Delivered to Indenture Trustee.................................    77
    SECTION 11.3.         Acts of Noteholders..............................................................    78
    SECTION 11.4.         Notices, etc., to the Indenture Trustee, Issuer and Rating Agencies..............    79
    SECTION 11.5.         Notices to Noteholders; Waiver...................................................    79
    SECTION 11.6.         Alternate Payment and Notice Provisions..........................................    80
    SECTION 11.7.         Successors and Assigns...........................................................    80
    SECTION 11.8.         Severability.....................................................................    80
    SECTION 11.9.         Benefits of Indenture............................................................    80
    SECTION 11.10.        Legal Holidays...................................................................    80
    SECTION 11.11.        Governing Law....................................................................    80
    SECTION 11.12.        Counterparts.....................................................................    82
    SECTION 11.13.        Recording of Indenture...........................................................    82
    SECTION 11.14.        Trust Obligation.................................................................    82
    SECTION 11.15.        Communication by Noteholders with Other Noteholders..............................    82
    SECTION 11.16.        Inspection.......................................................................    82
    SECTION 11.17.        Agents of Issuer.................................................................    83
    SECTION 11.18.        Survival of Representations and Warranties.......................................    83
    SECTION 11.19.        Conflict with Trust Indenture Act................................................    83
    SECTION 11.20.        Subordination....................................................................    83
</TABLE>

                                     -iii-

<PAGE>

                                    EXHIBITS

<TABLE>
<S>              <C>
EXHIBIT A-1      Form of Class A Notes
EXHIBIT A-2      Form of Class B Notes
EXHIBIT B        Form of Section 3.9 Officers' Certificate
EXHIBIT C        Form of Noteholder's Statement Pursuant to Section 8.4

SCHEDULE 1       Perfection Representations, Warranties and Covenants
</TABLE>

                                      -iv-

<PAGE>

         INDENTURE, dated as of September 25, 2003, between GE Commercial
Equipment Financing LLC, Series 2003-1, a Delaware limited liability company
(the "Issuer"), and JPMorgan Chase Bank, a New York banking corporation, as
trustee and not in its individual capacity (the "Indenture Trustee").

         The Issuer has duly authorized the issuance of $376,946,000 in
aggregate principal amount of its Notes, consisting of $101,200,000 aggregate
principal amount of One-Month LIBOR - 0.04% Class A-1 Notes (the "Class A-1
Notes"), $67,600,000 aggregate principal amount of One-Month LIBOR + 0.07%,
Class A-2 Notes (the "Class A-2 Notes"), $124,400,000 aggregate principal amount
of One-Month LIBOR + 0.09% Class A-3 Notes (the "Class A-3 Notes") and
$53,590,000 aggregate principal amount of One-Month LIBOR + 0.12% Class A-4
Notes (the "Class A-4 Notes" and, together with the Class A-1 Notes, the Class
A-2 Notes, and the Class A-3 Notes, the "Class A Notes"), and $30,156,000
aggregate principal amount of One-Month LIBOR + 0.43% Class B Notes (the "Class
B Notes"); and together with the Class A Notes, the "Notes"), and to provide
therefor the Issuer has duly authorized the execution and delivery of this
Indenture. The Notes shall be entitled to payments of interest and principal as
set forth herein.

         All things necessary to make the Notes, when executed by the Issuer and
authenticated and delivered hereunder, the valid obligations of the Issuer, and
to make this Indenture a valid agreement of the Issuer, in accordance with its
terms, have been done.

         NOW, THEREFORE, THIS INDENTURE WITNESSETH:

         For and in consideration of the premises and the purchase of the Notes
by the holders thereof, it is mutually covenanted and agreed, for the benefit of
all Noteholders, as follows:

                                 GRANTING CLAUSE

         The Issuer, as security for the Issuer's obligations under the Notes
and this Indenture, hereby Grants to the Indenture Trustee at the Closing Date,
for the benefit of the Noteholders and the Swap Counterparties, a security
interest in all of the Issuer's right, title and interest in, to and under the
following, whether now existing or hereafter arising or acquired (collectively,
the "Collateral"):

                  (a)      the Loans, including the Loan Files, and all
         obligations of the Obligors thereunder, including all obligations of
         such Obligor with respect thereto due or to become due on or after the
         Cutoff Date;

                  (b)      the Related Security and Collections with respect
         thereto;

                  (c)      all property now or hereafter in the possession or
         custody of, or in transit to, the Issuer, the Servicer, any
         Sub-Servicer or the Seller relating to any of the foregoing;

                  (d)      all Records with respect to any of the foregoing;

                  (e)      the Sale Agreement;

<PAGE>

                  (f)      the Trust Accounts and all funds, Financial Assets,
         Investment Property or other property on deposit from time to time in
         or credited to the Trust Accounts, including all investments and
         Proceeds thereof and all income thereon;

                  (g)      the Purchase and Sale Agreement;

                  (h)      the Servicing Agreement;

                  (i)      the rights of the Issuer to receive capital
         contributions made pursuant to the Issuer Variable Funding Certificate
         pursuant to the Limited Liability Company Agreement;

                  (j)      all rights, title and interest of the Issuer in and
         to the Swap Agreements;

                  (k)      all General Intangibles relating to or arising out of
         any of the property described in the foregoing clauses (a) through (j);

                  (l)      all present and future claims, demands, causes and
         choses in action in respect of any or all of the property described in
         the foregoing clauses (a) through (k) and all payments on or under in
         respect of any or all of the foregoing, including all proceeds of the
         conversion, voluntary or involuntary, into cash or other liquid
         property, all cash proceeds, Accounts, Promissory Notes, drafts,
         acceptances, Chattel Paper, checks, Deposit Accounts, insurance
         proceeds, condemnation awards, rights to payment of any and every kind
         and other forms of obligations and receivables, instruments and other
         property that at any time constitute all or part of or are included in
         the Proceeds of any and all of the foregoing;

                  (m)      all Proceeds of the foregoing clauses (a) through
         (l); and

                  (n)      all other personal property of the Issuer, of
         whatever kind or nature and wherever located.

         Such Grant is made in trust to secure (x) first, the payment of
principal of and interest on, and any other amounts owing in respect of, the
Class A Notes, equally and ratably without prejudice, priority or distinction,
(y) second, the payment of principal of and interest on, and any other amounts
owing in respect of, the Class B Notes, equally and ratably without prejudice,
priority or distinction, and to secure compliance with this Indenture, and (z)
the Swap Counterparties, to the extent set forth herein.

         The Indenture Trustee, on behalf of the Noteholders, (1) acknowledges
such Grant, and (2) accepts the trusts under this Indenture in accordance with
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 Noteholders may be
adequately and effectively protected.

                                       2
<PAGE>

                                   ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.1. Definitions. Except as otherwise specified or as the
context may otherwise require, the following terms have the meanings set forth
below for all purposes of this Indenture.

         "Account" is defined in Section 9-102(a)(2) of the UCC.

         "Act" is defined in Section 11.3 of this Indenture.

         "Administration Agreement" means the Administration Agreement, dated as
of September 25, 2003 between the Administrator and the Issuer.

         "Administration Fee" means the fee payable to the Administrator
pursuant to Section 3 of the Administration Agreement.

         "Administrator" means General Electric Capital Corporation in its
capacity as administrator, a Delaware corporation, or any successor
Administrator under the Administration Agreement.

         "Affiliate" means, with respect to any Person, (a) each Person that,
directly or indirectly, owns or controls, whether beneficially, or as a trustee,
guardian or other fiduciary, five percent (5%) or more of the stock having
ordinary voting power in the election of directors of such Person, (b) each
Person that controls, is controlled by, or is under common control with such
Person, or (c) each of such Person's officers, directors, joint venturers and
partners. For the purposes of this definition, "control" of a Person means the
possession, directly or indirectly, of the power to direct or cause the
direction of its management or policies, whether through the ownership of voting
securities, by contract or otherwise.

         "Amounts Available for Distribution" means on each Payment Date all
funds received by the Issuer from whatever source after the payment of all
interest, principal and other debt payments made by the Issuer on such Payment
Date and any other obligations of the Issuer payable on such Payment Date.

         "Annual Percentage Rate" or "APR" of a Loan means, the interest rate or
annual rate of finance charges stated in, or if not explicitly stated, the
implicit finance charges used by the finance company to determine periodic
payments with respect to the related Loan.

         "Authorized Officer" means, with respect to any corporation, trust or
limited liability company, as appropriate, the Chairman or Vice-Chairman of the
Board, the President, any Vice President, the Secretary, the Treasurer, any
Assistant Secretary, any Assistant Treasurer, the Managing Member, and each
other officer, employee or member of such corporation, trust or limited
liability company, as appropriate, specifically or similar governing body of
such limited liability company or trust to sign agreements, instruments or other
documents on behalf of such corporation authorized in resolutions of the board
of directors of such corporation or similar governing body of such limited
liability company or trust, as appropriate.

                                       3
<PAGE>

         "Available Amounts" means

                           (i)      All payments made by or on behalf of the
                  Obligors (excluding any late fees, prepayment charges,
                  extension fees and other administrative fees or similar
                  charges allowed by applicable law with respect to the Loans
                  that constitute part of the servicing fees) received during
                  the related Collection Period;

                           (ii)     any Recoveries received during the related
                  Collection Period;

                           (iii)    all Swap Payments Incoming and all Swap
                  Termination Payments received pursuant to the Swap Agreements
                  with respect to such Payment Date;

                           (iv)     any proceeds from insurance policies
                  covering the Equipment or related Obligor received during the
                  related Collection Period;

                           (v)      Liquidation Proceeds received with respect
                  to the related Collection Period;

                           (vi)     the Purchase Amount of each Loan that became
                  a Purchased Loan during the related Collection Period (to the
                  extent deposited into the Collection Account);

                           (vii)    Investment Earnings for such Payment Date;

                           (viii)   Servicing Advances received during the
                  related Collection Period; and

                           (ix)     payments made by a lessee pursuant to its
                  obligation (if any) to pay the Termination Value pursuant to
                  the related Loan received during the related Collection
                  Period;

provided that Available Amounts shall not include all payments or proceeds
(including Liquidation Proceeds) of any Loans the Purchase Amount of which has
been included in the Available Amounts in a prior Collection Period.

         "Benefit Plan" is defined in Section 2.4(a) of this Indenture.

         "Book-Entry Notes" means a beneficial interest in the Notes of a
particular Class, ownership and transfers of which shall be made through book
entries by a Clearing Agency as described in Section 2.9 of this Indenture.

         "Business Day" means any day that is not a Saturday, a Sunday or a day
on which banks are required or permitted to be closed in the State of New York
or the State of Connecticut.

         "CEF Limited Liability Company Agreement" means the Second Amended and
Restated Limited Liability Company Agreement of CEF Equipment Holding, L.L.C.,
dated as of September 25, 2003, as the same may be amended or supplemented from
time to time.

                                       4
<PAGE>

         "CEF Variable Funding Certificate" means the Variable Funding
Certificate issued by CEF Equipment Holding, L.L.C. pursuant to the Series
2003-1 LLC Supplement.

         "CEF Variable Funding Certificateholder" means the registered holder of
a CEF Variable Funding Certificate.

         "Certificated Security" has the meaning assigned to such term in
Section 8-102 of Article 8 of the UCC.

         "Chattel Paper" is defined in Section 9-102(a)(11) of the UCC.

         "Class" means any class of Notes.

         "Class A Monthly Principal Payable Amount" means:

                  (a)      with respect to any Payment Date on or prior to the
         Payment Date on which the Outstanding Principal Balance of the Class
         A-1 Notes has been reduced to zero, the greater of;

                           (i)      the sum of:

                                    (x)      the sum of the aggregate scheduled
                           principal payments on the Loans received during the
                           related Collection Period; plus

                                    (y)      the amount, if any, of unscheduled
                           principal collections in excess of the unscheduled
                           principal collections necessary to reduce the
                           Outstanding Principal Balance of the Class B Notes to
                           the Class B Target Amount; and

                           (ii)     the excess of:

                                    (x)      the sum of (i) the Outstanding
                           Principal Balance of the Class A Notes and (ii) the
                           Overcollateralization Amount as of the time
                           immediately after the prior Payment Date; over

                                    (y)      the Class A Target Principal
                           Amount; and

                  (b)      with respect to any Payment Date thereafter, the
         lesser of

                           (i)      the excess of:

                                    (x)      the sum of (i) the Outstanding
                           Principal Balance of the Class A Notes and (ii) the
                           Overcollateralization Amount as of the time
                           immediately after the prior Payment Date; over

                                    (y)      the Class A Target Principal
                           Amount; and

                           (ii)     the Outstanding Principal Balance of the
                  Class A Notes;

                                       5
<PAGE>

                  (c)      on the applicable Maturity Date for each of the Class
         A Notes, the Class A Monthly Principal Payable Amount will be the
         amount necessary (after giving effect to the other amounts to be
         deposited in the Note Distribution Account on that Payment Date and
         allocable to principal) to reduce the Outstanding Principal Balance of
         the related Class A Notes to zero; in each case as of the end of the
         immediately preceding Collection Period.

         "Class A Noteholder" means any holder of record of a Class A Note.

         "Class A Notes" means the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes.

         "Class A Target Percentage" means,

                  (a) with respect to any Payment Date on or prior to the
         Payment Date on which the Outstanding Principal Balance of the Class A
         Notes has been reduced to zero, the quotient of

                           (i)      the sum of:

                                    (x)      the aggregate Outstanding Principal
                           Balance of the Class A Notes immediately after the
                           prior Payment Date; and

                                    (y)      the Overcollateralization Amount as
                           of such date; and

                           (ii)     the sum of:

                                    (x)      the aggregate Outstanding Principal
                           Balance of the Notes, immediately after the prior
                           Payment Date and

                                    (y)      the Overcollateralization Amount
                           immediately after the prior Payment Date; and

                  (b)      with respect to any Payment Date thereafter, zero.

         "Class A Target Principal Amount" means, with respect to any Payment
Date, the product of (i) the Class A Target Percentage and (ii) the Pool Balance
at the beginning of the calendar month in which such Payment Date occurred.

         "Class A-1 Interest Rate" means LIBOR minus 0.04% per annum, computed
on the basis of the actual number of days and a year of 360 days.

         "Class A-1 Maturity Date" means September 20, 2004 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-1 Notes" means the $101,200,000 aggregate principal amount of
Notes, Class A-1, issued pursuant to this Indenture.

                                       6
<PAGE>

         "Class A-2 Interest Rate" means LIBOR + 0.07% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-2 Maturity Date" means November 20, 2005 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-2 Notes" means the $67,600,000 aggregate principal amount of
Notes, Class A-2, issued pursuant to this Indenture.

         "Class A-3 Interest Rate" means LIBOR + 0.09% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-3 Maturity Date" means June 20, 2007 (or, if such day is not a
Business Day, the next succeeding Business Day thereafter).

         "Class A-3 Notes" means the $124,400,000 aggregate principal amount of
Notes, Class A-3, issued pursuant to this Indenture.

         "Class A-4 Interest Rate" means LIBOR + 0.12% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class A-4 Maturity Date" means November 20, 2011 (or, if such day is
not a Business Day, the next succeeding Business Day thereafter).

         "Class A-4 Notes" means the $53,590,000 aggregate principal amount of
Notes, Class A-4, issued pursuant to this Indenture.

         "Class B Floor" means, with respect to any Payment Date, an amount
equal to

                  (i)      6.167% of the Pool Balance as of the Cut-off Date,
         plus

                  (ii)     the Unfunded Loss Amount, if any, for such Payment
         Date, minus

                  (iii)    the Outstanding Unfunded Capital Commitment;

         provided, however, that in no event will the Class B Floor be greater
         than the Outstanding Principal Amount of the Class B Notes immediately
         prior to such Payment Date nor less than zero.

         "Class B Interest Rate" means LIBOR + 0.43% per annum computed on the
basis of the actual days and a year of 360 days.

         "Class B Maturity Date" means November 20, 2011 (or, if such day is not
a Business Day, the next succeeding Business Day thereafter).

                                       7
<PAGE>

         "Class B Monthly Principal Payable Amount" means:

                  (a)      with respect to any Payment Date on or prior to the
                           Payment Date on which the Outstanding Principal
                           Balance of the Class A-1 Notes has been reduced to
                           zero, the least of:

                           (i)      the excess, if any, of:

                                    (A) the Outstanding Principal Balance of the
                                        Class B Notes; over

                                    (B) the greater of:

                                             (1) the Class B Target Principal
                                                 Amount; and

                                             (2) the Class B Floor, if any;

                           (ii)     the Outstanding Principal Balance of the
                                    Class B Notes; and

                           (iii)    the amount, if any, of unscheduled principal
                                    collections on the Loans received during the
                                    related Collection Period

                  (b)      with respect to any Payment Date thereafter, the
                           lesser of:

                           (i)      the excess, if any, of:

                                    (A) the sum of:

                                             (1) the Outstanding Principal
                                                 Balance of the Class B Notes;
                                                 and

                                             (2) at any time after the
                                                 Outstanding Principal Balance
                                                 of the Class A Notes has been
                                                 reduced to zero, the
                                                 Overcollateralization Amount as
                                                 of the time immediately after
                                                 the prior Payment Date; over

                                    (B) the greater of:

                                             (1) the Class B Target Principal
                                                 Amount; and

                                             (2) the Class B Floor, if any; and

                           (ii)     the Outstanding Principal Balance of the
                                    Class B Notes; and

                  (c)      on the Maturity Date for the Class B Notes, the Class
                           B Monthly Principal Payable Amount will equal the
                           amount necessary (after giving effect to the other
                           amounts to be deposited in the Note Distribution
                           Account on that Payment Date and allocable to
                           principal) to reduce the Outstanding Principal
                           Balance of the Class B Notes to zero.

                                       8
<PAGE>

         "Class B Noteholder" means any holder of record of a Class B Note.

         "Class B Notes" means the $30,156,000 aggregate principal amount of
Notes, Class B, issued pursuant to the Indenture.

         "Class B Target Percentage" means, with respect to any Payment Date,
the quotient of

                  (a)      the sum of

                           (i)      the aggregate Outstanding Principal Balance
                  of the Class B Notes immediately after the prior Payment Date,
                  and

                           (ii)     after the Outstanding Principal Balance of
                  the Class A Notes have been reduced to zero, the
                  Overcollateralization Amount as of such date; and

                  (b)      the sum of:

                           (i)      the aggregate Outstanding Principal Balance
                  of the Notes immediately after the prior Payment Date; and

                           (ii)     the Overcollateralization Amount,
                  immediately after the prior Payment Date.

         "Class B Target Principal Amount" means, with respect to any Payment
Date, the product of (i) the Class B Target Percentage and (ii) the Pool Balance
at the beginning of the calendar month in which such Payment Date occurs.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Securities Exchange Act that has been
designated as the "Clearing Agency" for purposes of this Indenture.

         "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.

         "Closing Date" means September 25, 2003.

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

         "Collateral" is defined in the Granting Clause of this Indenture.

         "Collection Account" means the account designated as such, established
and owned by the Issuer and maintained in accordance with Section 8.2 of this
Indenture.

         "Collection Period" means, with respect to any Payment Date, the
calendar month preceding the month in which the Payment Date occurs (or, if for
the first Payment Date, the period from and including the day after the Cutoff
Date to and including the last day of the calendar month preceding the calendar
month in which the first Payment Date occurs).

                                       9
<PAGE>

         "Collections" means, with respect to any Payment Date all payments made
by or on behalf of the Obligors received during the related Collection Period,
any Recoveries received during the related Collection Period, any proceeds from
insurance policies covering the Equipment or related Obligor received during the
related Collection Period, Liquidation Proceeds received during the related
Collection Period, and payments made by a lessee pursuant to its obligation (if
any) to pay the Termination Value pursuant to the related Loan received during
the related Collection Period.

         "Commission" means the Securities and Exchange Commission.

         "Corporate Trust Office" means, with respect to the Indenture Trustee,
the principal office of the Indenture Trustee at which at any particular time
its corporate trust business shall be administered, which office at the date of
this Indenture is located at 4 New York Plaza, 6th Floor, New York, NY 10004,
Attention: Institutional Trust Services Structured Finance (facsimile no. (212)
623-5932); or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Seller).

         "Credit and Collection Policies" or "Credit and Collection Policy"
means, with respect to each type of Loan, the policies, practices and procedures
of the commercial equipment financing division of General Electric Capital
Corporation, as adopted by the Issuer for providing equipment financing,
including the policies and procedures for determining the creditworthiness of
Obligors and the extension of credit to Obligors, or relating to the maintenance
of such types of loans and collections on such types of loans, as such policies
and procedures, as applicable, may be amended from time to time.

         "Custody and Control Agreement" means an agreement that provides the
Indenture Trustee with a perfected security interest with respect to the
collateral described therein.

          "Cutoff Date" means August 2, 2003.

         "DB Swap Agreement" means the 1992 ISDA Master Agreement dated as of
September 25, 2003, including all schedules and confirmations thereto, between
the Issuer and the DB Swap Counterparty, as the same may be amended,
supplemented, renewed, extended or replaced from time to time.

         "DB Swap Counterparty" means Deutsche Bank AG, New York Branch, solely
in its capacity as a swap counterparty, and any successors and assigns.

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

         "Defaulted Loan" means a Loan with respect to which (i) the Servicer on
behalf of the Issuer has repossessed the Equipment securing such Loan and which
is not a Liquidated Loan or (ii) any portion of the Loan Value is deemed
uncollectible in accordance with the Credit and Collection Policy.

         "Definitive Notes" is defined in Section 2.9 of this Indenture.

                                       10
<PAGE>

         "Delinquent Loan" is defined in Annex A to the Servicing Agreement.

         "Deposit Account" is defined in Section 9-102(a)(29) of the UCC.

         "Determination Date" means, with respect to any Transfer Date, the
second Business Day prior to such Transfer Date.

         "Eligible Deposit Account" means: (a) a segregated deposit account
maintained with a depository institution or trust company whose short-term
unsecured debt obligations are rated at least A-1+ by S&P and P-1 by Moody's,
(b) a segregated account which is either (i) maintained in the corporate trust
department of the Indenture Trustee or (ii) maintained with a depository
institution or trust company whose long term unsecured debt obligations are
rated at least BBB- by S&P and Baa3 by Moody's, or (c) a segregated trust
account or similar account maintained with a federally or state chartered
depository institution whose long term unsecured debt obligations are rated at
least BBB- by S&P and Baa3 by Moody's subject to regulations regarding fiduciary
funds on deposit substantially similar to 12 C.F.R. Section 9.10(b) in effect on
the Closing Date.

         "Equipment" means any transportation equipment, industrial equipment,
furniture and fixtures, construction equipment, technology and
telecommunications equipment, maritime assets or other equipment, together with
all accessions thereto securing an Obligor's indebtedness under the respective
Loan.

         "Equipment Loan" means middle market equipment loans that consist of
loans and finance leases secured by new or used transportation equipment,
industrial equipment, furniture and fixtures, construction equipment, technology
and telecommunications equipment, maritime assets or other equipment made to
obligors in the United States of America and managed by the Commercial Equipment
Financing Division of GE Capital.

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

         "Event of Default" is defined in Section 5.1 of this Indenture.

         "Excess Spread Amount" means, with respect to any Payment Date, the
portion, if any, of Available Amounts for such Payment Date remaining after
giving effect to the payments made pursuant to clauses (i) through (viii) under
Section 8.3(a) of the Indenture with respect to any Payment Date prior to an
Event of Default.

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

         "Federal Book-Entry Regulations" means (a) the Federal regulations
listed on Appendix A to Operating Circular No. 7 issued by the Federal Reserve
Banks and (b) the Federal regulations published at 25 C.F.R. Part 350.

                                       11
<PAGE>

         "Financial Asset" has the meaning assigned thereto in Section 8-102 of
Article 8 of the UCC.

         "Fitch" means Fitch, Inc. and its successors and assigns.

         "GECS" means General Electric Capital Services, Inc. or any successors
or assigns thereto.

         "GECS Swap Agreement" means the 1992 ISDA Master Agreement dated as of
September 25, 2003, including all schedules and confirmations thereto, between
the Issuer and GECS, in its capacity as GECS Swap Counterparty, as the same may
be amended, supplemented, renewed, extended or replaced from time to time.

         "GECS Swap Counterparty" means GECS, solely in its capacity as a swap
counterparty, and any successors or assigns thereto.

         "General Intangibles" is defined in Section 9-102(a)(42) of the UCC.

         "Grant" means to create and grant a Lien pursuant to this Indenture,
and other forms of the verb "to Grant" shall have correlative meanings. A Grant
with respect to the Collateral or any other agreement or instrument shall
include a grant of a Lien upon all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the right, upon the
occurrence of a Default and declaration thereof by the party to whom such Grant
is made, to claim for, collect, receive and give receipt for principal and
interest payments in respect of the Collateral and all other amounts 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.

         "Indenture" means this Indenture, dated as of September 25, 2003,
between the Issuer and the Indenture Trustee, as the same may be amended and
supplemented from time to time.

         "Indenture Trustee" means JPMorgan Chase Bank, not in its individual
capacity but solely as Indenture Trustee under this Indenture, or any successor
Indenture Trustee under this Indenture.

         "Independent" means, with respect to any specified Person, any such
Person who (i) is in fact independent of any Seller, the Servicer, the Issuer,
or any Affiliate of any thereof, (ii) does not have any direct financial
interest, or any material indirect financial interest in any Seller, the
Servicer, the Issuer, or any Affiliate of any thereof and (iii) is not connected
with any Seller, the Servicer, the Issuer, or any Affiliate of any thereof, as
an officer, employee, promoter, underwriter, trustee, partner, director or
Person performing similar functions; provided, however, that a Person shall not
fail to be Independent of any Seller, the Servicer, the Issuer, or any Affiliate
of any thereof merely because such Person is the beneficial owner of 1% or less
of any class of securities issued by the Issuer, the Servicer, or any Affiliate
thereof, as the case may be.

                                       12
<PAGE>

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

         "Insolvency Event" means, with respect to a specified Person: (a) the
entry by a court having jurisdiction in the premises of (i) a decree or order
for relief in respect of such Person in an involuntary case or proceeding under
any applicable federal or state bankruptcy, insolvency, reorganization, or other
similar law or (ii) a decree or order adjudging such Person a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment, or composition of or in respect of such Person under
any applicable Federal or State law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator, or other similar official of such
Person or of any substantial part of its property, or ordering the winding up or
liquidation of its affairs, and the continuance of any such decree or order for
relief or any such other decree or order unstayed and in effect for a period of
60 consecutive days; or (b) the commencement by such Person of a voluntary case
or proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or of any other case or proceeding to be
adjudicated a bankrupt or insolvent, or the consent by it to the entry of a
decree or order for relief in respect of such Person in an involuntary case or
proceeding under any applicable federal or state bankruptcy, insolvency,
reorganization, or other similar law or to the commencement of any bankruptcy or
insolvency case or proceeding against it, or the filing by it of a petition or
answer or consent seeking reorganization or relief under any applicable federal
or state law, or the consent by it to the filing of such petition or to the
appointment of or taking possession by a custodian, receiver, liquidator,
assignee, trustee, sequestrator, or similar official of such Person or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or such Person's failure to pay its debts generally as
they become due, or the taking of corporate action by such Person in furtherance
of any such action.

         "Instruments" has the meaning assigned thereto in Section 9-102 of
Article 9 of the UCC.

         "Interest Accrual Period" means, with respect to any Payment Date (the
"current Payment Date") and any Class of Notes, the period from and including
the preceding Payment Date (or, in the case of the initial Payment Date from and
including the Closing Date) to but excluding the current Payment Date.

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

         "Investment Earnings" means, with respect to any Payment Date, the
interest and other investment earnings (net of losses and investment expenses)
on amounts on deposit in the Trust Accounts to be included as part of Available
Amounts pursuant to Section 8.5(a) of this Indenture.

                                       13
<PAGE>

         "Investment Property" is defined in Section 9-102(a)(49) of the UCC.

         "Issuer" means GE Commercial Equipment Financing LLC, Series 2003-1, a
Delaware limited liability company, until a successor replaces it and,
thereafter, means the successor and, for purposes of any provision contained in
this Indenture and required by the TIA, each other obligor on the Notes.

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

         "Issuer Variable Funding Certificate" means the Variable Funding
Certificate issued by the Issuer pursuant to the Limited Liability Company
Agreement of September 25, 2003.

         "Issuer Variable Funding Certificateholder" means the registered holder
of the Issuer Variable Funding Certificate.

         "LIBOR" is defined in Section 2.16.

         "LIBOR Business Day" means any day other than (i) a Saturday or a
Sunday or (ii) a day on which banking institutions in the city of London,
England are required to or authorized by law to be closed.

         "LIBOR Rate Adjustment Date" is defined in Section 2.16 of this
Indenture.

         "Lien" means a security interest (as such term is defined in Section
1-201 of Article 1 of the UCC), lien, charge, pledge, equity or encumbrance of
any kind, other than tax liens, mechanics' liens and any liens that attach to
the related Loan by operation of law as a result of any act or omission by the
related Obligor.

         "Limited Liability Company Agreement" means the Limited Liability
Company Agreement of the Issuer, dated as of September 25, 2003, as the same may
be amended or supplemented from time to time.

         "Liquidated Loan" means any Loan (i) liquidated through the sale or
other disposition of all or a portion of the related Equipment, (ii) that has
been charged off in its entirety in accordance with the Credit and Collection
Policy without realizing upon the Equipment or (iii) the due date of any
Scheduled Payment of which has been extended, at any time after the Cut-off
Date, for an aggregate period of 12 or more calendar months

         "Liquidation Proceeds" means, with respect to any Liquidated Loan, the
amounts collected in respect thereof from whatever source (including the
proceeds of insurance policies with respect to the related Equipment or Obligor)
during the Collection Period in which it became a Liquidated Loan, net of the
sum of any amounts expended in connection with such liquidation and any amounts
required by law to be remitted to the Obligor on such Liquidated Loan or any
creditor of such Obligor to the extent required by applicable law or agreement.

                                       14
<PAGE>

         "Liquidity Account" means the Liquidity Account established and owned
by the Issuer and maintained in accordance with Section 8.2 of this Indenture.

         "Liquidity Account Funding Event" is defined in Section 3.13 of this
Indenture.

         "Loan" means any agreement (including any invoice) pursuant to, or
under which, an Obligor shall be obligated to make payments with respect to any
Equipment Loan owned by the Issuer.

         "Loan Files" means the documents specified in Section 2.1 of the Sale
Agreement.

         "Loan Value" is defined in the Purchase and Sale Agreement.

         "Managing Member" means CEF Equipment Holding, L.L.C., a Delaware
limited liability company, or any successor Managing Member under the Limited
Liability Company Agreement.

         "Maturity Date" means (i) as to the Class A-1 Notes, the Class A-1
Maturity Date, (ii) as to the Class A-2 Notes, the Class A-2 Maturity Date,
(iii) as to the Class A-3 Notes, the Class A-3 Maturity Date, (iv) as to the
Class A-4 Notes, the Class A-4 Maturity Date and (v) as to the Class B Notes,
the Class B Maturity Date.

         "Monthly Interest Amount Payable" means, with respect to any Payment
Date (the "current Payment Date") and any Class of Notes, an amount equal to the
sum of (a) the aggregate amount of interest accrued on that Class of Notes at
the applicable Interest Rate from and including the preceding Payment Date (or,
in the case of the initial Payment Date from and including the Closing Date) to
but excluding the current Payment Date plus (b) the Monthly Interest Shortfall
for that Class of Notes and the current Payment Date.

         "Monthly Interest Shortfall" means, with respect to any Payment Date
(the "current Payment Date") and any Class of Notes, the excess of the Monthly
Interest Amount Payable for the preceding Payment Date over the amount in
respect of interest on that Class of Notes that was actually paid to the
Noteholder for that Class of Notes on such preceding Payment Date, plus interest
on such excess, to the extent permitted by law, at a rate per annum equal to the
Interest Rate on that Class of Notes, from such preceding Payment Date to but
excluding the current Payment Date.

         "Moody's" means Moody's Investors Service, Inc. or any successor
thereto.

                                       15
<PAGE>

         "Note Balance" means the aggregate Outstanding Principal Balance of the
Notes from time to time.

         "Note Depository Agreement" means the agreement among the Issuer, the
Indenture Trustee and The Depository Trust Company, as the initial Clearing
Agency, dated as of the Closing Date.

         "Note Distribution Account" means the account designated as such,
established and owned by the Issuer and maintained in accordance with Section
8.2(a) of this Indenture.

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

         "Note Pool Factor" means, as of the close of business on any Payment
Date with respect to any Class of Notes, the Outstanding Principal Balance of
that Class of Notes divided by the original Outstanding Principal Balance of
that Class of Notes (carried out to the seventh decimal place). The Note Pool
Factor for each Class will be 1.0000000 as of the Closing Date, and, thereafter,
will decline to reflect reductions in the Outstanding Principal Balance of the
Notes.

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4 of this Indenture.

         "Noteholder" means the person in whose name a Class A or Class B Note
is registered on the Note Register.

         "Notes" means the Class A Notes and the Class B Notes.

         "Obligor" means, as to each Loan, any Person who owes payments under
the Loan.

         "Officers' Certificate" means, as to any Person, a certificate signed
by an Authorized Officer of such Person.

         "Opinion of Counsel" means a written opinion of counsel (who may,
except as otherwise expressly provided in this Agreement, be an employee of or
counsel to the Issuer or an Affiliate of the Issuer), which counsel and opinion
shall be acceptable to the Indenture Trustee, or the Rating Agencies, as
applicable.

         "Other Assets" is defined in Section 11.20 of this Indenture.

         "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;

                                       16
<PAGE>

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

                  (iii)    Notes in exchange for or in lieu of other Notes that
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a bona fide purchaser; provided, that in determining
         whether the Noteholders of the requisite Outstanding Principal Balance
         of the Notes have given any request, demand, authorization, direction,
         notice, consent or waiver hereunder or under any Related Document,
         Notes owned by the Issuer or any Affiliate thereof shall be disregarded
         and deemed not to be Outstanding, except that, in determining whether
         the Indenture Trustee shall be protected in relying upon any such
         request, demand, authorization, direction, notice, consent or waiver,
         only Notes that a Responsible Officer of the Indenture Trustee actually
         knows to be so owned shall be so disregarded. Notes so owned that have
         been pledged in good faith may be regarded as Outstanding if the
         pledgee establishes to the satisfaction of the Indenture Trustee the
         pledgee's right so to act with respect to such Notes and that the
         pledgee is not the Issuer or any Affiliate thereof.

         "Outstanding Principal Balance" means the aggregate principal amount of
all Notes, or Class of Notes, as applicable, Outstanding at the date of
determination.

         "Outstanding Unfunded Capital Commitment" means, with respect to each
Variable Funding Certificateholder on a Payment Date, the Variable Funding
Capital Commitment of such Person reduced by the aggregate amount of capital
contributions made by such Person prior to such Payment Date. If on any Payment
Date the Outstanding Unfunded Capital Commitment is less than the Variable
Funding Capital Commitment, the Outstanding Unfunded Capital Commitment shall be
increased on such Payment Date to the extent of Amounts Available for
Distribution on such Payment Date, provided that in no event shall the
Outstanding Unfunded Capital Commitment after any such increase exceed the
Variable Funding Capital Commitment.

         "Overcollateralization Amount" means, with respect to the time
immediately following any Payment Date, the excess, if any, of (i) the Pool
Balance at the beginning of the calendar month in which such Payment Date occurs
over (ii) the aggregate Outstanding Principal Balance of the Class A Notes and
Class B Notes at such time.

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

         "Payment Date" means, with respect to each Collection Period, the 20th
day of the calendar month following the end of that Collection Period, or, if
such day is not a Business Day, the next Business Day, commencing on October 20,
2003.

                                       17
<PAGE>

         "Permitted Investments" means one or more of the following:

                  (a)      obligations of, or guaranteed as to the full and
         timely payment of principal and interest by, the United States or
         obligations of any agency or instrumentality thereof, when such
         obligations are backed by the full faith and credit of the United
         States;

                  (b)      repurchase agreements on obligations specified in
         clause (a); provided, that the short-term debt obligations of the party
         agreeing to repurchase are rated at least A-1+ by S&P and P-1 by
         Moody's;

                  (c)      federal funds, certificates of deposit, time deposits
         and bankers' acceptances (which shall each have an original maturity of
         not more than 90 days or, in the case of bankers' acceptances, shall in
         no event have an original maturity of more than 365 days) of any United
         States depository institution or trust company incorporated under the
         laws of the United States or any State thereof or of any United States
         branch or agency of a foreign commercial bank; provided that the
         short-term debt obligations of such depository institution or trust
         company are rated at least A-1+ by S&P and P-1 by Moody's;

                  (d)      commercial paper (having original maturities of not
         more than 30 days) which on the date of acquisition are rated at least
         A-1+ by S&P and P-1 by Moody's;

                  (e)      securities of money market funds rated at least A-1+
         by S&P and P-1 by Moody's; and

                  (f)      any other investment permitted by each of the Rating
         Agencies as set forth in writing delivered to the Indenture Trustee;
         provided, that investments described in clauses (e) and (f) shall be
         made only so long as making such investments will not require the
         Issuer to register as an investment company under the Investment
         Company Act of 1940, as amended.

         "Person" means any individual, sole proprietorship, partnership, joint
venture, unincorporated organization, trust, association, corporation (including
a business trust), limited liability company, institution, public benefit
corporation, joint stock company, or government or any agency or political
subdivision thereof, or any other entity of whatever nature.

         "Pool Balance" means, with respect to the beginning of any calendar
month, the sum of the aggregate Loan Values of the Loans at the opening of
business on the first day of such calendar month.

         "Precomputed Loan" means any Loan under which the portion of a payment
allocable to earned interest (which may be referred to in the related Loan as an
add-on finance charge) and the portion allocable to principal are determined
according to the sum of periodic balances, the sum of monthly payments or any
equivalent method or are monthly actuarial loans.

         "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 of this

                                       18
<PAGE>

Indenture 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.

         "Promissory Note" is defined in Section 9-102(a)(65) of the UCC.

         "Purchase Amount" means, as of the close of business on the last day of
a Collection Period, an amount equal to the Loan Value of the applicable Loan,
as of the first day of the immediately following Collection Period (or, with
respect to any applicable Loan that is a Liquidated Loan or Defaulted Loan, as
of the day immediately prior to such Loan becoming a Liquidated Loan or
Defaulted Loan less any Liquidation Proceeds actually received by the Issuer)
plus interest accrued and unpaid thereon as of such last day at a rate per annum
equal to the APR for such Loan.

         "Purchase and Sale Agreement" means the Purchase and Sale Agreement,
dated as of September 25, 2003, between the Purchaser and the Issuer, as the
same may be amended or supplemented from time to time.

         "Purchased Loan" means a Loan repurchased as of the close of business
on the last day of a Collection Period by GE Capital pursuant to the Sale
Agreement and repurchased as of such time by CEF Equipment Holding, L.L.C.
pursuant to the Purchase and Sale Agreement.

         "Purchaser" means CEF Equipment Holding, L.L.C., a Delaware limited
liability company, in its capacity as the purchaser, and its successors and
assigns.

         "Rating Agency" means each of Fitch, Moody's and S&P. If any of such
organizations or its successor is no longer in existence, the Issuer shall
designate a nationally recognized statistical rating organization or other
comparable Person as a substitute Rating Agency, notice of which designation
shall be given to the Indenture Trustee and the Servicer.

         "Rating Agency Condition" means, with respect to any action, that (i)
each Rating Agency (other than Moody's) shall have been given prior notice
thereof and that each of the Rating Agencies (other than Moody's) shall have
notified the Issuer and the Indenture Trustee in writing that such action will
not result in a reduction or withdrawal of the then current rating of any Class
of the Notes and (ii) Moody's shall have been given at least 10 Business Days'
prior notice thereof and shall have not notified the Issuer and the Indenture
Trustee that such action will result in a reduction or withdrawal of the then
current rating of any Class of the Notes.

         "Reallocated Principal" means, with respect to any Payment Date, an
amount equal to the excess of

                  (a)      the Total Principal Payment Amount, over

                  (b)      the sum of the Class A Monthly Principal Payable
         Amount and the Class B Monthly Principal Payable Amount.

                                       19
<PAGE>

         "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the Business Day preceding such Payment Date or
Redemption Date, or, if Definitive Notes are issued, the close of business on
the last day of the calendar month preceding the month of such Payment Date,
whether or not such day is a Business Day, or if Definitive Notes were not
outstanding on such date, the date of issuance of the Definitive Notes.

         "Records" means all documents, books, records and other information
(including computer programs, tapes, disks, data processing software and related
property and rights) prepared and maintained by the Issuer with respect to the
Loans and the Obligors thereunder.

         "Recoveries" means, with respect to any Liquidated Loan, monies
collected in respect thereof, from whatever source (other than from the sale or
other disposition of the Equipment), after such Loan became a Liquidated Loan.

         "Redemption Date" means the Payment Date specified by the Issuer
pursuant to Section 10.1 of this Indenture, as applicable.

         "Redemption Price" means the unpaid principal amount of the Notes
redeemed, plus accrued and unpaid interest thereon at the applicable interest
rate to but excluding the Redemption Date.

         "Related Collection Period Loan Value" means, with respect to any
Payment Date, an amount equal to the Available Amounts for the related
Collection Period.

         "Related Documents" means the Sale Agreement, the Purchase and Sale
Agreement, the Servicing Agreement, the Indenture, the Limited Liability Company
Agreement, the CEF Limited Liability Company Agreement, the Variable Funding
Certificates, the Administration Agreement, the Note Depository Agreement, the
Swap Agreements and all other agreements, instruments, and documents and
including all other pledges, powers of attorney, consents, assignments,
contracts, notices, and all other written matter whether heretofore, now or
hereafter executed by or on behalf of any Person, or any employee of any Person,
and delivered in connection with any of the foregoing. Any reference in the
foregoing documents to a Related Document shall include all Annexes, Exhibits
and Schedules thereto, and all amendments, restatements, supplements or other
modifications thereto, and shall refer to such Related Document as the same may
be in effect at any and all times such reference becomes operative.

         "Related Security" means with respect to any Loan: (a) any interest
(including security interests), if any, in the related Equipment; (b) all
guarantees, insurance or other agreements or arrangements of any kind from time
to time supporting or securing payment of such Loan (including rights (if any)
to receive proceeds on insurance policies covering the Obligors); and (c) all
Records relating to such Loan.

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

                                       20
<PAGE>

         "S&P" means Standard & Poor's Ratings Services, a division of The
McGraw-Hill Companies, Inc., or any successor thereto.

         "Sale Agreement" means the Sale Agreement, dated as of September 25,
2003, between the Seller and Purchaser, as the same may be amended or
supplemented from time to time.

         "Scheduled Payment" on a Loan means that portion of the payment
required to be made by the Obligor during any Collection Period sufficient to
amortize the loan balance under (x) in the case of a Precomputed Loan, the
actuarial method or (y) in the case of a Simple Interest Loan, the simple
interest method, in each case, over the term of the Loan and to provide interest
at the APR; provided that Termination Values shall also constitute Scheduled
Payments.

         "Securities Account" has the meaning assigned thereto in Section
8-501(a) of Article 8 of the UCC.

         "Securities Exchange Act" means the provisions of the Securities
Exchange Act of 1934 15 U.S.C. Sections 78a et seq., as amended, and any
regulations promulgated thereunder.

         "Securities Intermediary" is defined in Section 8-102 of Article 8 of
the UCC.

         "Seller" means General Electric Capital Corporation, a Delaware
corporation in its capacity as the seller, its successors and assigns.

         "Series 2003-1 LLC Supplement" means the Series 2003-1 LLC Supplement
dated September 25, 2003, to the Amended and Restated Limited Liability Company
Agreement of CEF Equipment Holding L.L.C.

         "Servicer" means Seller, as the Servicer under the Servicing Agreement,
as the case may be, or any other Person designated as a Successor Servicer under
such agreement.

         "Servicer Default" means an event specified in Section 5.1 of the
Servicing Agreement.

         "Servicing Advance" is defined in Annex A to the Servicing Agreement.

         "Servicing Agreement" means the Servicing Agreement, dated as of
September 25, 2003, between the Issuer and the Servicer, as the same may be
amended or supplemented from time to time.

         "Servicing Fee" is defined in Annex A to the Servicing Agreement.

         "Simple Interest Loan" means any Loan under which the portion of a
payment allocable to interest and the portion allocable to principal is
determined by allocating a fixed level payment between principal and interest,
such that such payment is allocated first to the accrued and unpaid interest at
the Annual Percentage Rate for such Loan on the unpaid principal balance and the
remainder of such payment is allocable to principal.

                                       21
<PAGE>

         "Specified Liquidity Account Balance" as of any date means an amount
equal to the lesser of (x) $13,193,123 and (y) the Outstanding Principal
Balances of the Class A-4 and Class B Notes as of such date.

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

         "Successor Servicer" is defined in Section 6.2 of the Servicing
Agreement.

         "Swap Agreements" means the DB Swap Agreement and the GECS Swap
Agreement.

         "Swap Counterparties" means the GECS Swap Counterparty and the DB Swap
Counterparty.

         "Swap Event of Default" means a "Swap Event of Default" or similar term
as provided in the applicable Swap Agreement.

         "Swap Payments Incoming" means on any Payment Date the net amount, if
any, then payable by a Swap Counterparty to the Issuer, excluding any Swap
Termination Payments.

         "Swap Payments Outgoing" means on any payment Date the net amount, if
any, then payable by the Issuer to the applicable Swap Counterparty, excluding
any applicable Swap Termination Payments.

         "Swap Termination Event" means a "Swap Termination Event" or similar
term as provided in the applicable Swap Agreement.

         "Swap Termination Payment" means any termination payment payable by the
Issuer to the applicable Swap Counterparty or by the applicable Swap
Counterparty to the Issuer under the applicable Swap Agreement.

         "Termination Value" means the "Termination Value" (if any) payable by a
lessee pursuant to the applicable Loan.

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

         "Total Principal Payment Amount" means, with respect to any Payment
Date, the sum of the Class A Monthly Principal Payable Amount plus the Class B
Monthly Principal Payable Amount (without giving effect to the Class B Floor)
for such Payment Date.

         "Transfer Date" means the Business Day preceding the twentieth day of
each calendar month.

         "Treasury Regulations" means regulations, including proposed or
temporary regulations, promulgated under the Code. References to specific
provisions of proposed or temporary regulations shall include analogous
provisions of final Treasury Regulations or other successor Treasury
Regulations.

                                       22
<PAGE>

         "Trust Account Property" means the Trust Accounts, all amounts,
Financial Assets, Investment Property and other investments or other property
held from time to time in or credited to any Trust Account and all Proceeds of
the foregoing.

         "Trust Accounts" has the meaning assigned thereto in Section 8.2(a) of
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.

         "Unfunded Loss Amount" means, with respect to any Payment Date, the
excess, if any, of

                  (a)      the excess, if any, of

                           (i)      the Note Balance (prior to giving effect to
                  the payment of principal on the Notes on such Payment Date)
                  over

                           (ii)     the lesser of

                                    (1)      the Total Principal Payment Amount,
                           and

                                    (2)      (A) the Related Collection Period
                           Loan Value remaining after the payment of amounts
                           owing to the Servicer, the Indenture Trustee, the
                           Administrator and the Swap Counterparties and the
                           payment of all interest due on the Notes on such
                           Payment Date, plus

                                             (B) the amount of any capital
                                    contribution made pursuant to the Variable
                                    Funding Certificates used for the payment of
                                    principal in respect of Notes on such
                                    Payment Date; over

                  (b)      the Pool Balance as of the end of the preceding
         calendar month.

         "Unscheduled Principal Payments" means, for any Payment Date, the
aggregate amount of unscheduled principal payments on the Loans received during
the related Collection Period.

         "Variable Funding Capital Commitment" as of any date means an amount
equal to the lesser of (x) $13,193,123 and (y) the sum of the Outstanding
Principal Balances of the Class A-4 and Class B Notes as of such date.

         "Variable Funding Certificates" means either the Issuer Variable
Funding Certificate, the CEF Variable Funding Certificate or both, as
applicable.

         "Variable Funding Certificateholder" means the registered holder of the
applicable Variable Funding Certificate.

         SECTION 1.2. Other Interpretive Matters. All terms defined directly or
by incorporation in this Indenture shall have the defined meanings when used in
any document delivered pursuant thereto unless otherwise defined therein. For
purposes of this Indenture, unless the context otherwise requires: (a)
accounting terms not otherwise defined herein and accounting terms

                                       23
<PAGE>

partly defined herein to the extent not defined, shall have the respective
meanings given to them under generally accepted accounting principles; and
unless otherwise provided, references to any month, quarter or year refer to a
fiscal month, quarter or year as determined in accordance with the fiscal
calendar of GECS; (b) unless defined in this Indenture or the context otherwise
requires, capitalized terms used in this Indenture which are defined in the UCC
shall have the meaning given such term in the UCC; (c) references to any amount
as on deposit or outstanding on any particular date means such amount at the
close of business on such day; (d) the words "hereof," "herein" and "hereunder"
and words of similar import refer to this Indenture as a whole and not to any
particular provision of this Indenture; (e) references to any Section, Schedule
or Exhibit are references to Sections, Schedules and Exhibits in or to this
Indenture, and references to any paragraph, subsection, clause or other
subdivision within any Section or definition refer to such paragraph,
subsection, clause or other subdivision of such Section or definition; (f) the
term "including" means "including without limitation"; (g) references to any law
or regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (h) references to any agreement refer
to that agreement as from time to time amended, restated or supplemented or as
the terms of such agreement are waived or modified in accordance with its terms;
(i) references to any Person include that Person's successors and assigns; and
(j) headings are for purposes of reference only and shall not otherwise affect
the meaning or interpretation of any provision hereof.

         SECTION 1.3. Incorporation by Reference of TIA. 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 terms, where used in the TIA,
shall have the following meanings for the purposes hereof:

         "indenture securities" means the Notes.

         "indenture security holder" means a Noteholder.

         "indenture to be qualified" means this Indenture.

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

         "obligor" on the indenture securities means the Issuer.

         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.

                                   ARTICLE II
                                    THE NOTES

         SECTION 2.1. Form. The Notes shall consist of $101,200,000 principal
amount of Class A-1 Notes, $67,600,000 principal amount of Class A-2 Notes,
$124,400,000 principal amount of Class A-3 Notes, $53,590,000 principal amount
of Class A-4 Notes and $30,156,000 principal amount of Class B Notes and the
forms thereof and the Indenture Trustee's certificate of authentication, shall
be in substantially the forms set forth in Exhibits A-1 and A-2 respectively,
with such appropriate insertions, omissions, substitutions and other variations
as are

                                       24
<PAGE>

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 Exhibits A-1 and A-2 are part of the terms of this
Indenture.

         The aggregate principal amount of Notes which may be authenticated and
delivered under this Indenture is limited to $376,946,000 of Notes, except for
Notes authenticated and delivered upon registration of transfer of, or in
exchange for, or in lieu of, other Notes pursuant to Sections 2.4, 2.5 or 9.5.
The Notes shall be issuable only in registered form and only in minimum
denominations of at least $1,000; provided that the foregoing shall not restrict
or prevent the transfer in accordance with Section 2.4 of any Note having an
Outstanding Principal Balance of other than an integral multiple of $1,000, or
the issuance of a single Note of each Class, with a denomination less than
$1,000.

         SECTION 2.2. Execution, Authentication and Delivery. (a) 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.

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

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

         (c)      The Notes may from time to time be executed by the Issuer and
delivered to the Indenture Trustee for authentication together with an Issuer
Request to the Indenture Trustee directing the authentication and delivery of
such Notes and thereupon the same shall be authenticated and delivered by the
Indenture Trustee in accordance with such Issuer Request.

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

                                       25
<PAGE>

         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 Noteholder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like principal amount of Definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects be
entitled to the same benefits under this Indenture as if they were Definitive
Notes.

         SECTION 2.4. Registration; Registration of Transfer and Exchange. (a)
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Issuer shall
provide for the registration of Notes and the registration of transfers of
Notes. The Issuer hereby appoints the Indenture Trustee as the initial "Note
Registrar" for the purpose of registering Notes and transfers of Notes as herein
provided. Upon any resignation of any Note Registrar, the Issuer shall promptly
appoint a successor or, if it is unable to make such an appointment, assume the
duties of the Note Registrar.

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

         The Indenture Trustee shall not register the transfer of any Note
(other than the transfer of a Note to the nominee of the Clearing Agency) unless
the transferee has executed and delivered to the Indenture Trustee a
certification to the effect that either (i) the transferee is not (A) an
employee benefit plan (as defined in Section 3(3) of ERISA) that is subject to
the provisions of Title I of ERISA or (b) a plan (as defined in Section
4975(e)(1) of the Code) that is subject to Section 4975 of the Code (each of the
foregoing, a "Benefit Plan"), and is not acting on behalf of or investing the
assets of a Benefit Plan, or (ii) the transferee's acquisition and continued
holding of the Note will not give rise to a nonexempt prohibited transaction
under Section 406(a) of ERISA or Section 4975 of the Code. Each transferee of a
Book-Entry Note shall be deemed to make one of the foregoing representations.

         (b)      Subject to Section 2.4(a), 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(a)(1) of the UCC
are met, the Issuer shall execute, the Indenture Trustee shall authenticate and
the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes in any authorized
denominations of a like aggregate principal amount. At the option of the
Noteholder, Notes may be exchanged for other new Notes of the same Class in any
authorized denominations of 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(a)(1) of the UCC
are met, the Issuer shall execute, the Indenture Trustee shall authenticate and
the Noteholder shall

                                       26
<PAGE>

obtain from the Indenture Trustee, the Notes that the Noteholder making the
exchange is entitled to receive. The Indenture Trustee shall make a notation on
any such new Note of the amount of principal, if any, that has been paid on such
Note.

         (c)      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.

         (d)      Every Note presented or surrendered for registration of
transfer or exchange shall (if so required by the Issuer or the Indenture
Trustee) be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Issuer and the Indenture Trustee duly
executed by, the Noteholder thereof or such Noteholder'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 the Securities Transfer Agent's 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 Securities Exchange Act.

         (d)      No service charge shall be made to a Noteholder for any
registration of transfer or exchange of Notes, but the Issuer or the Indenture
Trustee will 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
9.5.

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. (a) If: (i)
any mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Indenture Trustee such security
or indemnity as may be required by the Indenture Trustee and the Issuer to hold
the Indenture Trustee and the Issuer, respectively, harmless, then, in the
absence of notice to the Issuer, the Note Registrar or the Indenture Trustee
that such Note has been acquired by a bona fide purchaser, and provided that the
requirements of Section 8-405 of the UCC are met, the Issuer shall execute, and
upon its request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of the same Class and principal amount and bearing a number not
contemporaneously outstanding; 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 Indenture Trustee shall be entitled to recover such replacement Note (or
such payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
(or payment made) 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

                                       27
<PAGE>

loss, damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

         (c)      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.

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

         SECTION 2.6. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and any
agent of the Issuer or the Indenture Trustee may treat the Person in whose name
any Note is registered (as of the day of determination) as the 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 Indenture Trustee nor any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

         SECTION 2.7. Payment of Principal and Interest; Defaulted Interest. (a)
Any installment of interest or principal, if any, payable on any Note that is
punctually paid or duly provided for by the Issuer on the applicable Payment
Date shall be paid to the Person in whose name such Note (or one or more
Predecessor Notes) is registered on the Record Date by check mailed first-class,
postage prepaid, to such Person's address as it appears on the Note Register on
such Record Date. However, unless Definitive Notes have been issued, 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. Notwithstanding the above, the final installment of principal
payable with respect to such Note (and except for the Redemption Price for any
Note called for redemption pursuant to Section 10.1) shall be payable as
provided in clause (b)(ii). The funds represented by any such checks returned
undelivered shall be held in accordance with Section 6.16.

         (b)      (i) The principal of each Note shall be payable in
installments on each Payment Date in an amount equal to the Class A Monthly
Principal Payable Amount or Class B Monthly Principal Payable Amount, as the
case may be, for such Payment Date and otherwise as provided in Section 8.3.

                                       28
<PAGE>

                  (i)      Notwithstanding the foregoing, the entire Outstanding
         Principal Balance shall be due and payable on: (A) the date on which an
         Event of Default shall have occurred and be continuing if the Indenture
         Trustee or the Noteholders representing not less than a majority of the
         Outstanding Principal Balance of the Notes have declared the Notes to
         be immediately due and payable in the manner provided in Section 5.2,
         and (B) if any Notes remain Outstanding, the Maturity Date.

                  (ii)     Except as otherwise provided in Section 5.2, no part
         of the principal of any Note shall be paid prior to the Payment Date on
         which such principal is due in accordance with the preceding provisions
         of this Section, except that the Issuer may redeem the Notes in their
         entirety in accordance with Section 10.1.

                  (iii)    The Indenture Trustee shall notify the Person in
         whose name a Note is registered at the close of business on the Record
         Date preceding the Payment Date on which the Issuer expects that the
         final installment of principal of and interest on such Note will be
         paid. Such notice shall be mailed no later than five days prior to such
         final Payment Date and shall specify that such final installment will
         be payable only upon presentation and surrender of such Note and shall
         specify the place where such Note may be presented and surrendered for
         payment of such installment.

                  (iv)     All reductions in the principal amount of a Note
         effected by payments of installments of principal made on any Payment
         Date shall be binding upon all holders of such Note and of any Note
         issued upon the registration of transfer thereof or in exchange
         therefore or in lieu thereof, whether or not such payment is noted on
         such Note. All payments on the Notes shall be made without any
         requirement of presentment but each holder of any Note shall be deemed
         to agree, by its acceptance of the same, to surrender such Note at the
         Corporate Trust Office against payment of the final installment of
         principal of such Note.

         (c)      (i) For each Payment Date, the interest due and payable with
respect to the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes and the Class B Notes will be the interest that has accrued on the
respective Notes since the last Payment Date or, in the case of the first
Payment Date, since the Closing Date, at the Class A-1 Interest Rate, Class A-2
Interest Rate, Class A-3 Interest Rate, Class A-4 Interest Rate and the Class B
Interest Rate, respectively, applied to the then Outstanding Principal Balances
of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
the Class B Notes, respectively, on the preceding Payment Date subject to
Section 3.1. With respect to the Class A Notes and the Class B Notes, the
interest will be calculated on the basis of the actual number of days in the
applicable Interest Accrual Period and a 360 day year.

                  (ii)     If the Issuer defaults in a payment of interest on
         the Notes, the Issuer shall pay, in any lawful manner, defaulted
         interest (plus interest on such defaulted interest to the extent
         lawful) at the applicable interest rate from the Payment Date for which
         such payment is in default. The Issuer shall pay such

                                       29
<PAGE>

         defaulted interest on a subsequent special payment date declared by the
         Issuer to the Persons who are Noteholders on a subsequent special
         record date, which special record date shall be at least five Business
         Days prior to the special payment date. At least 15 days before any
         such special record date, the Issuer shall mail to each Noteholder a
         notice that states the special record date, the special payment date
         and the amount of defaulted interest to be paid.

         (d)      All payments made with respect to any Note shall be made 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 and shall be applied
first to the interest then due and payable on such Notes and then to the
principal thereof.

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

         SECTION 2.9. Book-Entry Notes. Each of the Class A Notes and the Class
B Notes, upon original issuance, will be issued in the form of typewritten Notes
representing the Book-Entry Notes, to be delivered to The Depository Trust
Company (the initial Clearing Agency), or its custodian, by, or on behalf of,
the Issuer. Each of the Class A Notes and the Class B Notes shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of The
Depository Trust Company as the initial Clearing Agency, and no Class A Note
Owner or Class B Note Owner will receive a Definitive Note representing such
Note Owner's interest in such Note, except as provided in Section 2.11. Unless
and until definitive, fully registered Notes (the "Definitive Notes")
representing the Class A Notes or the Class B Notes have been issued to the
applicable Note Owners:

                           (i)      the Issuer, the Note Registrar and the
                  Indenture Trustee, and their officers, directors, employees
                  and agents may deal with the Clearing Agency for all purposes
                  (including the payment of principal of and interest on the
                  Class A Notes and the Class B Notes) as the sole Noteholder
                  and shall have no obligations to the Note Owners;

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

                           (iii)    the rights of the respective Note Owners
                  shall be exercised only through the Clearing Agency and the
                  Clearing Agency Participants and shall be

                                       30
<PAGE>

                  limited to those established by law and agreements between
                  such respective 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 2.11, the Issuer intends that the Clearing
                  Agency will make book-entry transfers among the Clearing
                  Agency Participants and receive and transmit payments of
                  principal of and interest on the related Class A Notes and
                  Class B Notes, as the case may be, to such Clearing Agency
                  Participants (and neither the Indenture Trustee nor the Note
                  Registrar shall have any liability therefor); and

                           (iv)     whenever this Indenture requires or permits
                  actions to be taken based upon instructions, directions, or
                  the consent of Noteholders evidencing a specified percentage
                  of the Outstanding Principal Balance of the Notes (or a Class
                  of 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
                  (or Class of Notes) and has delivered such instructions to the
                  Indenture Trustee.

         SECTION 2.10. Notices to Clearing Agency. Whenever a notice or other
communication to the Class A Noteholders or Class B Noteholders is required
under this Indenture, unless and until Definitive Notes have been issued to the
related Note Owners, the Indenture Trustee shall give all such notices and
communications to the Clearing Agency.

         SECTION 2.11. Definitive Notes. (a) If: (i) the Issuer advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities under the Note Depository
Agreement with respect to the Notes, and the Issuer is unable to locate a
qualified successor, (ii) circumstances change so that the book-entry system
through the Clearing Agency is less advantageous due to economic or
administrative burden or the use of the book-entry system becomes unlawful with
respect to the Notes and the Issuer notifies the Indenture Trustee in writing
that because of the change in circumstances the Issuer is terminating the
book-entry system with respect to the Notes or (iii) after the occurrence of an
Event of Default, Note Owners representing beneficial interests aggregating at
least a majority of the Outstanding Principal Balance of the Notes advise the
Clearing Agency in writing that the continuation of a book-entry system through
the Clearing Agency is no longer in the best interests of the Note Owners, then
the Clearing Agency has undertaken to notify all Note Owners and the Indenture
Trustee of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration and transfer instructions from
the Clearing Agency for registration, the Issuer shall execute, and the
Indenture Trustee shall authenticate, the Definitive Notes in accordance with
the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, all references herein
to obligations imposed upon or to be performed by the Clearing Agency shall be
deemed to be imposed upon and performed by the Issuer, to the extent

                                       31
<PAGE>

applicable with respect to such Definitive Notes, and the Issuer shall recognize
the holders of the relevant Definitive Notes as Noteholders hereunder.

         (a)      Definitive Notes will not be eligible for clearing or
settlement through DTC, Euroclear or Clearstream.

         SECTION 2.12. Notes owned by the Issuer or its Affiliates. In
determining whether the Noteholders of the required Outstanding Principal
Balance of the Notes have concurred in any direction, waiver or consent, Notes
owned by the Issuer or an Affiliate of the Issuer shall be considered as though
not Outstanding, except that for the purposes of determining whether the
Indenture Trustee shall be protected in relying on any such direction, waiver or
consent, only Notes which a Responsible Officer actually knows are so owned
shall be so disregarded.

         SECTION 2.13. CUSIP Numbers. The Issuer in issuing the Notes may use
"CUSIP" numbers (if then generally in use), and, if so, the Indenture Trustee
shall indicate the "CUSIP" numbers of the Notes in notices of redemption and
related materials as a convenience to Noteholders; provided that any such notice
may state that no representation is made as to the correctness of such numbers
either as printed on the Notes or as contained in any notice of redemption and
related materials.

         SECTION 2.14. Perfection Representations and Warranties. The parties
hereto agree that the representations, warranties and covenants set forth in
Schedule 1 shall be a part of this Indenture for all purposes.

         SECTION 2.15. Notes to Constitute Indebtedness. The parties hereto
agree that it is their mutual intent that, for all applicable tax purposes, the
Notes will constitute indebtedness. Further, each party hereto and each
Noteholder (by accepting and holding a Note) hereby covenants to every other
party hereto and to every other Noteholder to treat the Notes as indebtedness
for all applicable tax purposes in all tax filings, reports and returns and
otherwise, and further covenants that neither it nor any of its Affiliates will
take, or participate in the taking of or permit to be taken, any action that is
inconsistent with the treatment of the Notes as indebtedness for tax purposes.
All successors and assignees of the parties hereto shall be bound by the
provisions hereof.

         SECTION 2.16. Determination of LIBOR.

         LIBOR ("LIBOR") applicable to the calculation of the Interest Rates for
the Class A Notes and the Class B Notes for any Interest Accrual Period shall be
determined on each LIBOR Rate Adjustment Date as follows:

         For any Interest Accrual Period, the rate, as obtained by the Indenture
Trustee, one-month United States dollar deposits which appears on the Telerate
Screen Page 3750 as of 11:00 A.M., London, England time, on the second LIBOR
Business Day prior to the first day of such Interest Accrual Period (a "LIBOR
Rate Adjustment Date"). "Telerate Screen Page 3750" means the display designated
as page 3750 on the Telerate Service (or such other page as may replace page
3750 on that service for the purpose of displaying London interbank offered
rates of major banks). With respect to a LIBOR Rate Adjustment Date on which no
rate appears on Telerate Page 3750, LIBOR for the applicable Interest Accrual
Period will be the rate calculated by the

                                       32
<PAGE>

Indenture Trustee as the arithmetic mean of at least two quotations obtained by
the Indenture Trustee after requesting the principal London offices of each of
four major reference banks in the London interbank market, which may include the
Indenture Trustee and its affiliates, as selected by the Indenture Trustee, to
provide the Indenture Trustee with its offered quotation for deposits in U.S.
dollars for a one-month period, commencing on the second London Banking Day
immediately following the applicable Interest Accrual Period, to prime banks in
the London interbank market at approximately 11:00 a.m., London time, on such
LIBOR Rate Adjustment Date and in a principal amount that is representative for
a single transaction in U.S. dollars in that market at that time. If at least
two such quotations are provided, LIBOR determined on the applicable LIBOR Rate
Adjustment Date will be the arithmetic mean of the quotations. If fewer than two
quotations referred to in clause (a) above are provided, LIBOR determined on the
applicable LIBOR Rate Adjustment Date will be the rate calculated by the
Indenture Trustee as the arithmetic mean of the rates quoted at approximately
11:00 a.m. in New York on the applicable LIBOR Rate Adjustment Date by three
major banks, which may include the Indenture Trustee and its affiliates, in New
York, selected by the Indenture Trustee for loans in U.S. dollars to leading
European banks, having a maturity of one-month and in a principal amount that is
representative for a single transaction in U.S. dollars in that market at that
time. If the banks so selected by the Indenture Trustee are not quoting as
provided above, LIBOR for the applicable LIBOR Rate Adjustment Date will be
LIBOR in effect on the applicable LIBOR Rate Adjustment Date.

         The establishment of LIBOR by the Indenture Trustee on any LIBOR Rate
Adjustment Date and the Indenture Trustee's subsequent calculation of the Class
A-1 Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the
Class A-4 Interest Rate and the Class B Interest Rate applicable to the relevant
Interest Accrual Period, in the absence of manifest error, shall be final and
binding.

         Promptly following each LIBOR Rate Adjustment Date, the Indenture
Trustee shall supply the Issuer with the results of its determination of LIBOR
on such date.

                                  ARTICLE III
                                   COVENANTS

         SECTION 3.1. Payments. The Issuer will duly and punctually pay the
principal of and interest, if any, on the Notes in accordance with the terms of
the Notes and this Indenture and shall not withdraw funds from the Note
Distribution Account except as set forth in Section 8.3. In addition, the Issuer
will duly and punctually pay to the applicable Swap Counterparty, any Swap
Payments Outgoing and Swap Termination Payments when due in the priorities set
forth in Section 8.3 of this Indenture.

         SECTION 3.2. Maintenance of Office or Agency. (a) The Issuer will
maintain at the Corporate Trust Office an office or agency where Notes may be
surrendered for registration of transfer or exchange, and where notices and
demands to or upon the Issuer in respect of the Notes and this Indenture may be
served. The Issuer hereby initially appoints the Indenture Trustee to serve as
its agent for the foregoing purposes.

                                       33
<PAGE>

         (b)      The chief executive office of the Issuer at which the Issuer
maintains its records with respect to the Loans, its interests in the Equipment,
and the transactions contemplated hereby, is currently located in Danbury,
Connecticut. The Issuer will not change the location of such offices without
giving the Indenture Trustee at least 30 days prior written notice thereof.

         SECTION 3.3. Paying Agent's Obligations. The Issuer will cause each
Paying Agent to comply with the obligations of the Paying Agent set forth in
Section 6.16.

         SECTION 3.4. Existence. (a) The Issuer will keep in full effect its
existence, rights and franchises as a limited liability company under the laws
of the jurisdiction of its organization.

         (b)      The Issuer shall at all times observe and comply in all
material respects with (i) all laws applicable to it, and (ii) all requisite and
appropriate organizational and other formalities in the management of its
business and affairs and the conduct of the transactions contemplated hereby.

         SECTION 3.5. Protection of the Collateral; Further Assurances. The
Issuer will from time to time execute and deliver and file, as applicable, all
such supplements and amendments hereto and all such writings of further
assurance and other writings, and will take such other action necessary or
advisable to:

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

                           (ii)     maintain or preserve the Lien (and the same
                  priority thereof) of this Indenture or carry out more
                  effectively the purposes hereof;

                           (iii)    perfect, publish notice of or protect the
                  validity of any Grant made or to be made by this Indenture and
                  perfect the Lien contemplated hereby in favor of the Indenture
                  Trustee in all property included in the Collateral;

                           (iv)     enforce or cause the Servicer to enforce any
                  of the Collateral; or

                           (v)      preserve and defend against the claims of
                  all Persons and parties, (a) title to the Collateral
                  (including the right to receive all payments due or to become
                  due with respect to the Loans) and the interests in the
                  property included in the Collateral and (b) the rights of the
                  Indenture Trustee and the Noteholders with respect to such
                  Collateral (including the right to receive all payments due or
                  to become due with respect to the Loans) and interests with
                  respect to the property included in the Collateral.

         SECTION 3.6. Opinions as to the Collateral. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
are necessary to perfect and make effective the Lien created by this Indenture
and reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such Lien effective.

                                       34
<PAGE>

         (b)      On or before April 1 in each calendar year, the Issuer shall
furnish to the Indenture Trustee an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents, and with respect to the
execution and filing of any financing statements and continuation statements, as
is necessary to maintain the Lien 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 maintain such Lien. 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 of this Indenture
until April 1 in the following calendar year.

         SECTION 3.7. Performance of Obligations; Servicing of Loans. (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 material
covenants or obligations under any instrument or agreement included in the
Collateral or that would result in the amendment, hypothecation, subordination,
termination or discharge of, or impair the validity or effectiveness of, any
such instrument or agreement, except as expressly provided in this Indenture,
the Servicing Agreement, Swap Agreements or such other instrument or agreement.

         (b)      The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Related
Documents and in the instruments and agreements included in the Collateral,
including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by this Indenture and the Servicing
Agreement in accordance with and within the time periods provided for herein and
therein.

         (c)      The Issuer hereby covenants and agrees that it will enforce
the obligations of the Servicer under the Servicing Agreement and if a Servicer
Default shall arise from the failure of the Servicer to perform any of its
duties or obligations under the Servicing Agreement with respect to the Loans,
the Issuer shall take all reasonable steps available to it to remedy such
failure.

         (d)      The Issuer hereby covenants and agrees that: (i) it shall
promptly exercise its rights to terminate the Servicer pursuant to Section 5.1
of the Servicing Agreement upon the occurrence of a Servicer Default set forth
in clause (a) of such section and (ii) prior to exercising its rights to
terminate the Servicer pursuant to Section 5.1 of the Servicing Agreement upon
the occurrence of a Servicer Default set forth in clause (b) of such section,
obtain the consent of the Noteholders representing a majority of the Outstanding
Principal Balance of the Notes. Within thirty (30) days after the giving of
notice of termination to the Servicer of the Servicer's rights and powers
pursuant to Section 6.2 of the Servicing Agreement, the Issuer shall appoint a
successor servicer (the "Successor Servicer"), such appointment to be reflected
by a written assumption in a form acceptable to the Indenture Trustee. In the
event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the previous Servicer ceases to act as Servicer,
the Indenture Trustee without further action shall automatically be appointed
the Successor Servicer. The Indenture 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

                                       35
<PAGE>

duties and obligations, such release not to be effective until the date a
Successor 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 Servicing Agreement. Any
Successor Servicer other than the Indenture 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 receivables and (ii) enter into a
servicing agreement with the Issuer having substantially the same provisions as
the provisions of the Servicing Agreement applicable to the Servicer. If the
Indenture Trustee shall succeed to the previous Servicer's duties as servicer of
the Loans as provided herein, it shall do so in its individual capacity and not
in its capacity as Indenture Trustee and, accordingly, the provisions of Article
VI shall be inapplicable to the Indenture Trustee in its duties as the Successor
Servicer and the servicing of the Loans. In case the Indenture Trustee shall
become the Successor Servicer under the Servicing Agreement, the Indenture
Trustee shall be entitled to appoint as Servicer any one of its Affiliates;
provided, that it shall be fully liable for the actions and omissions of such
Affiliate in its capacity as Successor Servicer.

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

         (f)      The Issuer agrees that it will not, without the prior written
consent of the Indenture Trustee or the Noteholders of at least a majority of
the Outstanding Principal Balance, amend, modify, waive, supplement, terminate
or surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise in accordance with the Credit and Collection Policies) or the Related
Documents, or waive timely performance or observance by the Purchaser under the
Purchase and Sale Agreement, the Seller under the Sale Agreement or the Servicer
under the Servicing Agreement; provided, that, no such amendment or waiver
shall: (i) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, deposits required to be made to the Trust Accounts and
payments that are required to be made from the Trust Accounts for the benefit of
the Noteholders, or (ii) reduce the aforesaid percentage of the Notes that are
required to consent to any such amendment, in either case without the consent of
the Noteholders of all the Outstanding Notes. If any such amendment,
modification, supplement or waiver shall be so consented to by the Indenture
Trustee or such Noteholders, the Issuer agrees, promptly following a request by
the Indenture Trustee to do so, to execute and deliver, in its own name and at
its own expense, such agreements, instruments, consents and other documents as
the Indenture Trustee may deem necessary or appropriate in the circumstances.

         (g)      Promptly following a request from the Indenture Trustee to do
so and at the Issuer's expense, the Issuer shall take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Servicer of its obligations to the Issuer under or in
connection with the Servicing Agreement or by the Purchaser of its obligations
to the Issuer under or in connection with the Purchase and Sale 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 Servicing Agreement (or under or in connection with the Purchase and
Sale Agreement) to the extent and in the manner directed by

                                       36
<PAGE>

the Indenture Trustee, including the transmission of notices of default on the
part of the Servicer or the Purchaser thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Servicer or the Purchaser of each of their obligations under the Servicing
Agreement or the Purchase and Sale Agreement.

         SECTION 3.8. Taxes. The Issuer shall pay all taxes when due and payable
or levied against its assets, properties or income, including any property that
is part of the Collateral.

         SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver
to the Indenture Trustee, on or before March 15 after the end of each fiscal
year of the Issuer (commencing with the fiscal year 2004), an Officers'
Certificate, substantially in the form of Exhibit B, stating 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 Officers' supervision; and

                           (ii)     to the best of such Authorized Officers'
                  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 Officers and the nature and status
                  thereof.

         SECTION 3.10. Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

         (a)      sell, transfer, exchange or otherwise dispose of any of the
properties or assets of the Issuer, including those included in the Collateral,
except as expressly permitted by this Indenture or Section 6.2 of the Sale
Agreement;

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

         (c)      engage in any business or activity other than in connection
with, or relating to the financing, purchasing, owning, selling and managing
ownership of, the Loans and the interests in the property constituting the
Collateral, the issuance of the Notes, and the specific transactions
contemplated by the Related Documents and activities incidental thereto;

         (d)      issue, incur, assume, or allow to remain outstanding any
indebtedness, or guaranty any indebtedness or otherwise become liable, directly
or indirectly for any Indebtedness of any Person, other than the Notes or Swap
Agreements, except as contemplated by this Indenture and the other Related
Documents;

         (e)      seek dissolution or liquidation in whole or in part or
reorganization of its business or affairs;

                                       37
<PAGE>

         (f)      (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 (other than the
Lien of this Indenture) to be created on or extend to or otherwise arise upon or
burden the Collateral or any part thereof or any interest therein or the
proceeds thereof or (C) permit the Lien of this Indenture not to constitute a
valid first priority (other than with respect to any tax lien, mechanics' lien
or other lien not considered a Lien) "security interest" (as such term is
defined in Section 1-201 of Article 1 of the UCC) in the Collateral;

         (g)      make any loan or advance to any Affiliate of the Issuer or to
any other Person;

         (h)      make any expenditure (by long-term or operating lease or
otherwise) for capital assets (either realty or personalty);

         (i)      remove the Managing Member without cause unless the Rating
Agency Condition shall have been satisfied in connection with such removal;

         (j)      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, with respect to any ownership or equity
interest or security in or of the Issuer, (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security,
(iii) set aside or otherwise segregate any amounts for any such purpose or (iv)
make payments to or distributions from the Collection Account, in each case,
except in accordance with this Indenture and the Related Documents;

         (k)      convey or transfer any of its properties or assets, including
those included in the Collateral, to any Person, unless (i) the Person that
acquires such property or assets shall: (A) expressly agree by means of such
supplemental indenture that all right, title and interest so conveyed or
transferred shall be subject and subordinate to the rights of Noteholders and
(B) expressly agree by means of such supplemental indenture that such Person (or
if a group of Persons, then one specified Person) shall make all filings with
the Commission (and any other appropriate Person) required by the Securities
Exchange Act in connection with the Notes and (ii) the conditions in clause (l)
below have been satisfied;

         (l)      consolidate or merge with or into any other Person or convey
or transfer any of its properties or assets, including those included in the
Collateral, to any Person unless:

                           (i)      such Person shall be a United States citizen
                  or a Person organized and existing under the laws of the
                  United States of America or any State,

                           (ii)     such Person shall expressly assume, by an
                  indenture supplemental hereto, executed and delivered to the
                  Indenture Trustee, in form satisfactory to the Indenture
                  Trustee, the due and 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,

                                       38
<PAGE>

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

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

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

                           (vi)     any action that is necessary to maintain the
                  Lien created by this Indenture and the same priority thereof
                  shall have been taken; and

                           (vii)    the Issuer shall have delivered to the
                  Indenture Trustee an Officers' Certificate and an Opinion of
                  Counsel each stating that such consolidation or merger or such
                  conveyance or transfer, as the case may be, and such
                  supplemental indenture comply with this Article and that all
                  conditions precedent herein provided for relating to such
                  transaction have been complied with (including any filing
                  required by the Securities Exchange Act);

         (m)      demand a capital contribution from the Issuer Variable Funding
Certificateholder unless requested to do so by the Indenture Trustee pursuant to
Section 3.13 of this Indenture; and

         (n)      consent or acquiesce in any transfer, in whole or in part, of
any of the rights or obligations, of the holder of a Variable Funding
Certificate in respect thereof to any Person unless:

                           (i)      the Rating Agency Condition shall have been
                  satisfied with respect to such transfer; and

                           (ii)     Noteholders evidencing not less than a
                  majority of the Outstanding Principal Balance of the Notes, by
                  Act of such Noteholders, shall have consented to such
                  transfer.

         SECTION 3.11. Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(l), 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 and have
every obligation 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(k), the Issuer will be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Indenture Trustee stating that the Issuer is to be so
released.

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<PAGE>

         SECTION 3.12. Notice of Events of Default. (a) The Issuer shall give
the Indenture Trustee and the Rating Agencies prompt written notice of each
Event of Default hereunder, each default on the part of the Servicer of its
obligations under the Servicing Agreement (and, in the case of a Servicer
Default, shall specify in such notice the action, if any, the Issuer is taking
with respect to such default) each default on the part of the Purchaser of its
obligations under the Purchase and Sale Agreement and the occurrence of each
Swap Event of Default and Swap Termination Event.

         (b)      The Issuer shall deliver to the Indenture Trustee, within five
days after the Issuer obtains actual knowledge thereof, written notice in the
form of an Officers' Certificate of any event that, with the giving of notice or
the lapse of time or both, would become an Event of Default under clause (iii)
of the definition thereof, its status and what action the Issuer is taking or
proposes to take with respect thereto.

         SECTION 3.13. Capital Contributions and Liquidity Account. (a) Upon
request of the Indenture Trustee, (x) on the Business Day preceding each Payment
Date with respect to which Available Amounts are insufficient to pay the amounts
required to be paid pursuant to clauses (i) through (vii) of Section 8.3(a)
prior to an Event of Default and the acceleration of the Notes and (y) following
the occurrence of an Event of Default and acceleration of the Notes, to the
extent Available Amounts are insufficient to pay amounts required to be paid
pursuant to clauses (i) through (vii) of Section 8.3(d), the Issuer shall demand
that the Issuer Variable Funding Certificateholder make a capital contribution
to the Issuer in an amount equal to the lesser of (i) the amount of such
shortfall and (ii) the Outstanding Unfunded Capital Commitment for such Person.
The Issuer shall immediately upon receipt thereof deposit in the Note
Distribution Account all amounts contributed to the Issuer pursuant to the
preceding sentence. In addition, if GECS' (1) short-term debt rating is
withdrawn or downgraded below A-1 (or in the absence of a short-term debt
rating, its long-term unsecured senior debt rating is withdrawn or downgraded
below A+) by S&P or (2)(a) long-term unsecured shelf rating is withdrawn or
downgraded by Moody's below Aa3 if GECS has only a long-term Moody's debt rating
or (b) long-term unsecured shelf rating or short-term debt rating is withdrawn
or downgraded by Moody's below A1 or P-1 respectively if GECS has both a
long-term debt rating and a short-term debt rating (or, in either case, such
lower ratings as may be permitted by Moody's and S&P) or if either Variable
Funding Certificateholder fails to make any requested capital contribution
pursuant to its Variable Funding Certificate (a "Liquidity Account Funding
Event") the Issuer shall demand the Issuer Variable Funding Certificateholder to
contribute to the Issuer the entire amount of the Outstanding Unfunded Capital
Commitment. Simultaneously with any of the foregoing demands made by the Issuer,
in accordance with Section 4.2 of the Purchase and Sale Agreement, the Issuer
shall demand that the Issuer Variable Funding Certificateholder demand from the
CEF Variable Funding Certificateholder an equal contribution from the CEF
Variable Funding Certificateholder under the CEF Variable Funding Certificate.
The Issuer shall immediately upon receipt deposit in the Liquidity Account any
amounts contributed to the Issuer pursuant to the preceding sentence.

         (b)      Following the occurrence of a Liquidity Account Funding Event,
upon request of the Indenture Trustee, on any Business Day preceding each
Payment Date with respect to which Available Amounts are insufficient to pay the
amounts required to be paid pursuant to clauses (i) through (vii) of Section
8.3(a) in accordance with the Indenture on such Payment Date prior to

                                       40
<PAGE>
 an Event of Default and the acceleration of the Notes and clauses (i) through
(vii) of Section 8.3(d) at any time after an Event of Default and the
acceleration of the Notes, the Issuer shall cause the amount of any such
insufficiency, up to the amount then on deposit in the Liquidity Account, to be
withdrawn from the Liquidity Account and deposited in the Note Distribution
Account on the related Transfer Date.

         SECTION 3.14. Further Instruments and Acts. Upon request of the
Indenture 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. (a) This
Indenture shall cease to be of further effect 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) Section 3.2, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under Section 6.7) and the obligations of the
Indenture Trustee under Sections 4.2 and 6.4) and (vi) the rights of Noteholders
and Swap Counterparties as beneficiaries hereof with respect to the property so
deposited with the Indenture Trustee payable to all or any of them, and the
Indenture Trustee, on demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when (A) all Notes theretofore authenticated and
delivered to Noteholders (other than (x) Notes that have been destroyed, lost or
stolen and that have been replaced or paid as provided in Section 2.5 and (y)
Notes in respect of which funds have theretofore been deposited in trust or
segregated and held in trust by the Issuer as provided in Section 6.16(i)) have
been delivered to the Indenture Trustee for cancellation and (B) the Issuer has
paid or caused to be paid or provided for (to the satisfaction of the Person
entitled thereto) all other sums due and payable with respect to the Swap
Agreements; provided that the Issuer has delivered to the Indenture Trustee an
Officers' Certificate and an Opinion of Counsel, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

         (b)      Notwithstanding the satisfaction and discharge of this
Indenture, the obligations of the Issuer to the Indenture Trustee under Section
6.7, and if funds shall have been deposited with the Indenture Trustee pursuant
to Section 4.1(a)(A)(y), the obligations of the Indenture Trustee under Sections
4.2 and 6.17 (in its capacity as Paying Agent) shall survive.

         (c)      The Indenture Trustee shall provide prompt written notice to
each Rating Agency of any satisfaction and discharge of this Indenture pursuant
to this Article IV.

         SECTION 4.2. Application of Trust Funds. All funds deposited with the
Indenture Trustee pursuant to Section 4.1 shall be held in trust and (a) applied
by it, in accordance with the provisions of the Notes and this Indenture, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Noteholders of the particular Notes for the payment or
redemption of which such funds have been deposited with the Indenture Trustee,
of all sums due and to become due thereon for principal and interest or (b)
applied by it in

                                       41
<PAGE>

accordance with the provisions of this Indenture to the payment, either directly
or through any Paying Agent, as the Indenture Trustee may determine, to the Swap
Counterparties any Swap Payments Outgoing or Swap Termination Payments due; but
such funds need not be segregated from other funds except to the extent required
herein or as required by law.

                                   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;

                           (ii)     default in the payment of the principal of
                  any Note at the Maturity Date;

                           (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
                  (or for such longer period, not in excess of 90 days, as may
                  be reasonably necessary to remedy such default if the Issuer
                  delivers an Officer's Certificate to the Indenture Trustee to
                  the effect that the Issuer has commenced, or will promptly
                  commence and diligently pursue, all reasonable efforts to
                  remedy such default and such default can be remedied in 90
                  days or less) after there shall have been given, by registered
                  or certified mail, to the Issuer by the Indenture Trustee or
                  to the Issuer and the Indenture Trustee by the Noteholders of
                  at least 25% of the Outstanding Principal Balance 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)     any Insolvency Event shall occur with
                  respect to the Issuer.

         SECTION 5.2. Remedies. (a) If an Event of Default should occur and be
continuing, the Indenture Trustee may, and, at the direction (which direction
shall be in writing) of the Noteholders, pursuant to Section 5.8 or, in the case
of clause (viii) below, at the direction (which

                                       42
<PAGE>

direction shall be in writing) of not less than 66-2/3% of the Outstanding
Principal Balance of the Notes, the Indenture Trustee shall (subject to Section
6.2(v)), do one or more of the following:

                           (i)      declare all the Notes to be immediately due
                  and payable, by a notice in writing to the Issuer, and upon
                  any such declaration the Outstanding Principal Balance,
                  together with accrued and unpaid interest thereon through the
                  date of acceleration, shall become immediately due and
                  payable;

                           (ii)     in the case of an Event of Default described
                  in Section 5.1(i) or (ii), demand the Issuer to pay to the
                  Indenture Trustee, for the benefit of the Noteholders, the
                  whole amount then due and payable on the Notes for principal
                  and interest, with interest upon the overdue principal at the
                  applicable interest rate, and, to the extent payment at such
                  rate of interest shall be legally enforceable, upon overdue
                  installments of interest, at the applicable interest rate, and
                  in addition thereto such further amount as shall be sufficient
                  to cover the costs and expenses of collection, including the
                  reasonable compensation, expenses, disbursements and advances
                  of the Indenture Trustee and its agents and counsel;

                           (iii)    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 amounts
                  adjudged due;

                           (iv)     institute Proceedings from time to time for
                  the complete or partial foreclosure of this Indenture with
                  respect to the Collateral;

                           (v)      exercise any remedies of a secured party
                  under the UCC as in effect in the State of New York and take
                  any other appropriate action to protect and enforce the rights
                  and remedies of the Indenture Trustee, the Swap Counterparties
                  and the Noteholders;

                           (vi)     subject to Section 5.14, sell the
                  Collateral, 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;

                           (vii)    make demand upon the Issuer, by written
                  notice, that the Issuer deliver to the Indenture Trustee all
                  Loan Files (in which event the Issuer covenants to make demand
                  upon the Servicer to so deliver such Loan Files); and

                           (viii)   exercise all rights, remedies, powers,
                  privileges and claims of the Issuer against the Servicer or
                  the Purchaser under or in connection with the Servicing
                  Agreement and the Purchase and Sale Agreement, including the
                  right or power to terminate or to take any action to compel or
                  secure performance or observance by the Servicer or the
                  Purchaser of each of their obligations to the Issuer
                  thereunder and to give any consent, request, notice,
                  direction, approval, extension or waiver under the Servicing
                  Agreement or the Purchase and Sale Agreement, and any right of
                  the Issuer to take such action shall be suspended.

                                       43

<PAGE>

         (b)      At any time after a declaration of acceleration of maturity
has been made and before a judgment or decree for payment of the amount due has
been obtained by the Indenture Trustee as hereinafter in this Article V
provided, the Noteholders of Notes representing not less than a majority of the
Outstanding Principal Balance, by written notice to the Issuer and the Indenture
Trustee, may rescind and annul such declaration and its consequences if:

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

                           (A)      all payments of principal of and interest on
                  all Notes including any payments payable to each Swap
                  Counterparty under the Swap Agreements 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 Indenture
                  Trustee hereunder and the reasonable compensation, expenses,
                  disbursements and advances of the Indenture Trustee and its
                  agents and counsel; and

                           (ii)      all Events of Default, other than the
                  nonpayment of the principal of the Notes that has become due
                  solely by such acceleration, have been cured or waived as
                  provided in Section 5.9.

         No such rescission shall affect any subsequent Event of Default or
impair any right consequent thereto.

         (c)      In case there shall be pending, relative to the Issuer or any
Person having or claiming an ownership interest in the Collateral, 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, 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 Person, or in case of any other comparable
judicial Proceedings relative to the Issuer, or to the creditors or property of
the Issuer, the Indenture Trustee (irrespective of whether the principal of any
Notes shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made any
demand pursuant to this Section) shall be entitled and empowered to, and, at the
direction (which direction shall be in writing) of the Noteholders pursuant to
Section 5.8 by intervention in such proceedings or otherwise:

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

                                       44

<PAGE>

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

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

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

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

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

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

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

         SECTION 5.2. [Reserved].

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<PAGE>

         SECTION 5.4. Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, each
Noteholder 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 Noteholder.

         SECTION 5.5. Restoration of Rights and Remedies. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such Proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture Trustee and the Noteholders shall, subject to any determination in
such Proceeding, be restored severally and respectively to their former
positions hereunder, and thereafter all rights and remedies of the Indenture
Trustee and the Noteholders shall continue as though no such Proceeding had been
instituted.

         SECTION 5.6. Rights and Remedies Cumulative. Except as otherwise
provided with respect to the replacement or payment of mutilated, destroyed,
lost, or stolen Notes in Section 2.5(d), no right or remedy herein conferred
upon or reserved to the Indenture Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

         SECTION 5.7. Delay or Omission Not a Waiver. No delay or omission of
the Indenture Trustee or any Noteholder 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 or by law to the Indenture
Trustee or to the Noteholders may be exercised from time to time, and as often
as may be deemed expedient, by the Indenture Trustee or by the Noteholders, as
the case may be.

         SECTION 5.8. Control by Noteholders. (a) Except as otherwise expressly
provided in this Indenture, the Noteholders of not less than a majority of the
Outstanding Principal Balance of the Notes shall have the right to (i) direct
the time, method and place of conducting any Proceeding for any remedy available
to the Indenture Trustee with respect to the Notes, (ii) accelerate the Notes
pursuant to Section 5.2 after an Event of Default or (iii) exercise any trust or
power conferred on the Indenture Trustee; provided, that such direction shall
not be in conflict with any rule of law or with this Indenture; provided,
further, that, subject to Section 6.1, the Indenture Trustee need not take any
action that it determines might involve it in liability on the part of the
Indenture Trustee for which the Indenture Trustee is not indemnified to its
satisfaction or might materially adversely affect the rights of any
Noteholder(s) not consenting to such action. The Indenture Trustee may take any
other action deemed proper by the Indenture Trustee that is not inconsistent
with such direction.

                                       46

<PAGE>

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

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

                           (ii)     the Noteholder(s) of not less than 66-2/3%
                  of the Outstanding Principal Balance of the Notes have made
                  written request to the Indenture Trustee to institute such
                  Proceeding in respect of such Event of Default in its own name
                  as Indenture Trustee hereunder;

                           (iii)    such Noteholder(s) have offered to the
                  Indenture Trustee indemnity reasonably acceptable to the
                  Indenture Trustee against the costs, expenses and liabilities
                  to be incurred in complying with such request;

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

                           (v)      so long as any of the Notes remain
                  Outstanding, no direction by other Noteholders inconsistent
                  with such written request has been given to the Indenture
                  Trustee during such 60-day period by the Noteholders of
                  66-2/3% of the Outstanding Principal Balance of the Notes;

                           (vi)     with respect to any bankruptcy
                  reorganization, arrangement, insolvency or liquidation
                  proceedings, or similar proceedings under any United States
                  Federal or State bankruptcy or similar law, the Noteholders
                  representing not less than 66-2/3% of the Outstanding
                  Principal Balance of each Class of Notes that remains
                  Outstanding has consented thereto in writing; provided that
                  the foregoing shall not in anyway limit the Noteholder's
                  rights to pursue any other creditor rights or remedies that
                  the Noteholders may have for claims against the Issuer;

it being understood and intended that no one or more Noteholder(s) 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
Noteholder or to obtain or to seek to obtain priority or preference over any
other Noteholder(s) or to enforce any right under this Indenture, except in the
manner herein provided and for the equal and ratable benefit of all the other
Noteholders. Nothing in this Section shall be construed as limiting the rights
of otherwise qualified Noteholders to petition a court for the removal of an
Indenture Trustee pursuant to Section 6.8 hereof.

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

                                       47

<PAGE>

         SECTION 5.9. Waiver of Past Defaults. Prior to the time a judgment or
decree for payment of amounts due has been obtained as described in Section 5.2,
the Noteholders of not less than a majority of the Outstanding Principal Balance
of the Notes 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 that cannot be modified or
amended without the consent of each Noteholder. In the case of any such waiver,
the Issuer, the Indenture Trustee and the Noteholders shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or Event of 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 impair any right consequent thereto.

         SECTION 5.10. Undertaking for Costs. All parties to this Indenture
agree (and each Noteholder by such Noteholder's acceptance thereof shall be
deemed to have agreed) that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit, and that such court may in its
discretion assess reasonable costs, including reasonable attorney's fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to: (a) any suit instituted by the
Indenture Trustee, (b) any suit instituted by any Noteholder(s) holding in the
aggregate more than 10% of the Outstanding Principal Balance 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 5.11. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantage of any such law, and covenants that it
will not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but will suffer and permit the execution of every such
power as though no such law had been enacted.

         SECTION 5.12. Action on Notes. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the Lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer. Any funds or other property collected by
the Indenture Trustee shall be applied in accordance with Section 8.3(d).

                                       48

<PAGE>

         SECTION 5.13. [Reserved]

         SECTION 5.14. Sale of Collateral. (a) The power to effect any sale of
any portion of the Collateral described pursuant to Section 5.2 shall not be
exhausted by any one or more sales as to any portion of the Collateral remaining
unsold, but shall continue unimpaired until the entire Collateral shall have
been sold or all amounts due under this Indenture have been paid in full. The
Indenture Trustee may from time to time, upon directions in accordance with
Section 5.8, postpone any public sale by public announcement made at the time
and place of such sale. For any public sale of the Collateral, the Indenture
Trustee shall have provided each Noteholder with notice of such sale at least
two weeks in advance of such sale which notice shall specify the date, time and
location of such sale.

         (b)      To the extent permitted by applicable law, the Indenture
Trustee shall not in any private sale sell to a third party the Collateral, or
any portion thereof unless,

                           (i)      the holders of not less than 66-2/3% of the
                  then Outstanding Principal Balance of the Notes consent to or
                  direct the Indenture Trustee in writing to make such sale; or

                           (ii)     the proceeds of such sale would be not less
                  than the sum of all amounts due under this Indenture.

         (c)      In connection with a sale of all or any portion of the
Collateral:

                           (i)      any one or more Noteholders may bid for and
                  purchase the property offered for sale, and upon compliance
                  with the terms of sale may hold, retain, and possess and
                  dispose of such property, without further accountability, and
                  any Noteholder may, in paying the purchase price therefore,
                  deliver in lieu of cash any Outstanding Notes or claims for
                  interest thereon for credit in the amount that shall, upon
                  distribution of the net proceeds of such sale, be payable
                  thereon, and the Notes, in case the amounts so payable thereon
                  shall be less than the amount due thereon, shall be returned
                  to the Noteholders after being appropriately stamped to show
                  such partial payment;

                           (ii)     the Indenture Trustee is hereby irrevocably
                  appointed the agent and attorney-in-fact of the Issuer to
                  transfer and convey any portion of the Collateral in
                  connection with a sale thereof, and to take all action
                  necessary to effect such sale;

                           (iii)    the Indenture Trustee shall execute and
                  deliver an appropriate instrument of conveyance transferring,
                  without representation, warranty or recourse, any portion of
                  the Collateral in connection with a sale thereof;

                           (iv)     no purchaser or transferee at such a sale
                  shall be bound to ascertain the Indenture Trustee's authority,
                  inquire into the satisfaction of any conditions precedent or
                  see to the application of any funds; and

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                           (v)      the Indenture Trustee may not sell or
                  otherwise liquidate the Collateral following an Event of
                  Default, other than an Event of Default described in Sections
                  5.1(i) or (ii), unless the applicable conditions in this
                  Section 5.14 are met and: (A) all the Noteholders direct in
                  writing a sale or liquidation of the Collateral, (B)(i) the
                  Indenture Trustee determines, based on a certification of the
                  Issuer, that the anticipated proceeds of such sale or
                  liquidation (after deducting the reasonable expenses of such
                  sale or liquidation), based on a certificate of the Issuer,
                  would be sufficient to discharge in full all amounts due and
                  unpaid upon such Notes and other amounts payable pursuant to
                  Sections 8.3(d) and (ii) the Noteholders acting unanimously do
                  not direct in writing the Indenture Trustee to the contrary
                  within fifteen days of receipt of notice of such determination
                  by the Indenture Trustee or (C) the Indenture Trustee
                  determines that the Collateral 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 Indenture Trustee
                  obtains the consent of Noteholders of 66-2/3% of the
                  Outstanding Principal Balance of the Notes. In determining
                  whether to sell or hold the Collateral, the Indenture Trustee
                  may obtain and rely upon an opinion of any Independent
                  investment banking or accounting firm of national reputation
                  in the United States as to the feasibility of such proposed
                  action and as to the sufficiency of the Collateral to
                  discharge in full all amounts then due and unpaid upon the
                  Notes for principal and interest.

         (d)      The method, manner, time, place and terms of any sale of all
or any portion of the Collateral shall be commercially reasonable.

         (e)      The provisions of this Section shall not be construed to
restrict the ability of the Indenture Trustee to exercise any rights and powers
against the Issuer or the Collateral that are vested in the Indenture Trustee by
this Indenture, including, without limitation, the power of the Indenture
Trustee to proceed against the collateral subject to the lien of this Indenture
and to institute judicial proceedings for the collection of any deficiency
remaining thereafter.

         (f)      The purchase price received by the Indenture Trustee in
respect of any sale made in accordance with this Section shall be deemed
conclusive and binding on the parties hereto and the Noteholders and the
proceeds of such sale shall be applied in accordance with Section 8.3(d).

                                   ARTICLE II
                              THE INDENTURE TRUSTEE

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

         (b)      Except during the continuance of an Event of Default actually
known to a Responsible Officer:

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<PAGE>

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

                           (ii)     in the absence of bad faith on its part, the
                  Indenture Trustee may conclusively rely, as to the truth of
                  the statements and the correctness of the opinions expressed
                  therein, upon certificates or opinions furnished to the
                  Indenture Trustee and conforming to the requirements of this
                  Indenture; provided, however, in the case of any such
                  certificates or opinions that by any provision hereof are
                  specifically required to be furnished to the Indenture
                  Trustee, the Indenture Trustee shall examine the certificates
                  and opinions to determine whether or not they conform to the
                  requirements of this Indenture.

         (c)      No provision of this Indenture shall be construed to relieve
the Indenture Trustee from liability for its own grossly negligent action, its
own grossly negligent failure to act, or its own willful misconduct, except
that:

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

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

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

                           (iv)     the Indenture Trustee shall not be charged
                  with knowledge of an Event of Default or Servicer Default
                  unless a Responsible Officer obtains actual knowledge of such
                  event or the Indenture Trustee receives written notice of such
                  event from the Issuer or Note Owners owning Notes aggregating
                  not less than 10% of the Outstanding Principal Balance of the
                  Notes; and

                           (v)      the Indenture Trustee shall have no duty to
                  monitor the performance of the Issuer or its agents, nor shall
                  it have any liability in connection with malfeasance or
                  nonfeasance by the Issuer. The Indenture Trustee shall have no
                  liability in connection with compliance of the Issuer or its
                  agents with statutory or regulatory requirements related to
                  the Loans. The Indenture Trustee shall not make or be deemed
                  to have made any representations or warranties with respect to
                  the Loans or the validity or sufficiency of any assignment of
                  the Loans to the Collateral or the Indenture Trustee.

         (d)      Every provision of this Indenture that in any way relates to
the Indenture Trustee is subject to clauses (a), (b), (c) and (g) of this
Section 6.1.

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

                                       51

<PAGE>

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

         (g)      Whether or not therein expressly so provided, every provision
of this Indenture relating to the conduct or affecting the liability of or
affording protection to the Indenture Trustee shall be subject to this Section
and the TIA.

         (h)      The Indenture Trustee:

                           (i)      shall at all times be a "participant" (as
                  such term is defined in the Federal Book-Entry Regulations) in
                  the Federal Reserve System;

                           (ii)     shall, to the extent that any of the Trust
                  Accounts is a Securities Account, comply with all of the
                  obligations of a Securities Intermediary under Article 8 of
                  the UCC with respect thereto; and

                           (iii)    agrees that each item of property including
                  cash received by it for deposit in or credit to a Trust
                  Account, and each investment made by it pursuant to Section
                  8.5 shall constitute and be treated by it as a Financial
                  Asset.

         (i)      No person other than the Indenture Trustee as provided herein
and the Custodian as approved in the Custody and Control Agreement, shall have
"control" (as such term is defined in Section 8-106 of Article 8 of the UCC and
Section 9-401 of Article 9 of the UCC) of any of the Trust Accounts.

         SECTION 6.2. Rights of Indenture Trustee. (a) Subject to the provisions
of Section 6.1:

                           (i)      the Indenture Trustee may conclusively rely
                  and shall be fully protected in acting or refraining from
                  acting upon any resolution, certificate, statement,
                  instrument, opinion, report, notice, request, direction,
                  consent, order, note, debenture, other evidence of
                  indebtedness or other paper or document believed by it to be
                  genuine and to have been signed or presented by the proper
                  party or parties (and the Indenture Trustee need not
                  investigate any fact or matter stated in the document);

                           (ii)     any request or direction or action of the
                  Issuer mentioned herein shall be sufficiently evidenced by an
                  Issuer Order;

                           (iii)    whenever in the administration of this
                  Indenture the Indenture Trustee shall deem it desirable that a
                  matter be proved or established prior to taking, suffering or
                  omitting any action hereunder, the Indenture Trustee (unless
                  other evidence be herein specifically prescribed) may, in the
                  absence of bad faith on its part, conclusively rely upon an
                  Officers' Certificate;

                                       52
<PAGE>

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

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

                           (vi)     the Indenture Trustee shall not be bound to
                  make any investigation into the facts or matters stated in any
                  resolution, certificate, statement, instrument, opinion,
                  report, notice, request, direction, consent, order, note,
                  debenture, other evidence of indebtedness, or other paper or
                  document, but the Indenture Trustee, in its discretion, may
                  make such further inquiry or investigation into such facts or
                  matters as it may see fit, and, if the Indenture Trustee shall
                  determine to make such further inquiry or investigation, it
                  shall be entitled to examine the books, records and premises
                  of the Issuer, personally or by agent or attorney;

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

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

                           (ix)     the Indenture Trustee shall not be required
                  to give any bond or surety in respect of the performance of
                  its powers and duties hereunder;

                           (x)      the Indenture Trustee shall not be bound to
                  ascertain or inquire as to the performance or observance of
                  any covenants, conditions or agreements on the part of the
                  Issuer;

                           (xi)     the permissive rights of the Indenture
                  Trustee to do things enumerated in this Indenture shall not be
                  construed as a duty and the Indenture Trustee shall not be
                  answerable for other than its gross negligence or willful
                  default; and

                           (xii)    in the event that the Indenture Trustee is
                  also acting as Paying Agent or Note Registrar hereunder, the
                  rights and protections afforded to the

                                       53
<PAGE>

                  Indenture Trustee pursuant to this Article VI shall also be
                  afforded to such Paying Agent or Note Registrar.

         (b)      The recitals contained herein and in the Notes, except the
Indenture Trustee's certificates of authentication, shall be taken as the
statements of the Issuer, and the Indenture Trustee assumes no responsibility
for their correctness. The Indenture Trustee makes no representations as to the
validity or sufficiency of this Indenture or of the Notes, except to the extent
provided by the Indenture Trustee's certificate of authentication on the Notes.
The Indenture Trustee shall not be accountable for the use or application by the
Issuer of the proceeds of the Notes.

         SECTION 6.3. Individual Rights of the Indenture Trustee. The Indenture
Trustee shall not, in its individual capacity, but may in a fiduciary capacity,
become the owner of Notes or otherwise extend credit to the Issuer. The
Indenture Trustee may otherwise deal with the Issuer or its Affiliates with the
same rights it would have if it were not the Indenture Trustee. Any Paying
Agent, Note Registrar, co-registrar or co-paying agent may do the same with like
rights. However, the Indenture Trustee must comply with Sections 6.11 and 6.13.

         SECTION 6.4. Funds Held in Trust. Funds and investments and other
property held by the Indenture Trustee shall be segregated and held in one or
more Trust Accounts held with the Indenture Trustee hereunder.

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

         SECTION 6.6. [Reserved]

         SECTION 6.7. Compensation and Indemnity. The Issuer shall pay to the
Indenture Trustee from time to time reasonable compensation for its services
hereunder as the Issuer and the Indenture Trustee may agree in writing (which
compensation shall not be limited by any law on compensation of a trustee of an
express trust). The Issuer shall reimburse the Indenture Trustee upon its
request, for all reasonable out-of-pocket expenses incurred or made by it,
including costs of collection, in addition to the compensation for its services.
Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall indemnify the Indenture Trustee and
its officers, directors, employees and agents and hold them harmless against any
and all loss, liability or expense (including attorneys' fees and disbursements)
incurred by them in connection with the administration of this trust and the
performance of its duties hereunder, including the costs and expenses of
defending themselves against any claim or liability in connection with the
exercise or performance of their duties hereunder. The Indenture Trustee shall
notify the Issuer with a copy to the Servicer, promptly of any claim for which
it may seek indemnity. Failure by the Indenture Trustee to so notify the Issuer
shall not relieve the

                                       54
<PAGE>

Issuer of its obligations hereunder. The Issuer shall defend the claim and the
Indenture Trustee may have separate counsel and the Issuer shall, or shall cause
the Servicer to, pay the fees and expenses of such counsel. The Issuer need not
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Indenture Trustee through the Indenture Trustee's own willful
misconduct, negligence or bad faith.

         The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Indenture. When the Indenture
Trustee incurs expenses after the occurrence of a Default specified in Section
5.1(iv), 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. Resignation and Removal; Appointment of Successor. No
resignation or removal of the Indenture Trustee and no appointment of a
successor Indenture Trustee shall become effective until the acceptance of
appointment by the successor Indenture Trustee pursuant to this Section. The
Indenture Trustee may resign at any time by so notifying the Issuer in writing.
The Noteholders of not less than 66-2/3% of the Outstanding Principal Balance of
the Notes may remove the Indenture Trustee by so notifying the Indenture Trustee
in writing and may appoint a successor Indenture Trustee. The Issuer shall
remove the Indenture Trustee if:

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

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

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

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

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

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

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Noteholders of not less than a majority of
the Outstanding Principal Balance of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

                                       55
<PAGE>

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

         Notwithstanding the replacement of the Indenture Trustee pursuant to
this Section, the Issuer's obligations under Section 6.7 shall continue for the
benefit of the retiring Indenture Trustee. The retiring Indenture Trustee shall
have no liability for any act or omission by any successor Trustee.

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

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

         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 Collateral may at the time be located, the Indenture Trustee shall have
the power and may execute and deliver all instruments to appoint one or more
Person(s) to act as co-trustee(s), or separate trustee(s) for the benefit of the
Noteholders, and to vest in such Person(s), in such capacity all rights
hereunder with respect to the Collateral, or any part thereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee may consider necessary or desirable. No
co-trustee or separate trustee hereunder shall be required to meet the terms of
eligibility as a successor trustee under Section 6.11 and no notice to
Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8.

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

                           (i)      all rights, powers, duties and obligations
                  conferred or imposed upon the Indenture Trustee shall be
                  conferred or imposed upon and exercised or performed by the
                  Indenture Trustee and such separate trustee or co-trustee
                  jointly (it being understood that such separate trustee or
                  co-trustee is not authorized to act separately without the
                  Indenture Trustee joining in such act), except to the extent

                                       56
<PAGE>

                  that under any law of any jurisdiction in which any particular
                  act(s) are to be performed, the Indenture Trustee shall be
                  incompetent or unqualified to perform such act(s), in which
                  event such rights, powers, duties and obligations (including
                  the holding of rights with respect to the Collateral or any
                  portion thereof in any such jurisdiction) shall be exercised
                  and performed singly by such separate trustee or co-trustee,
                  but solely at the direction of the Indenture Trustee;

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

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

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

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

         (e)      The Indenture Trustee shall have no obligation to determine
whether a co-trustee or separate trustee is legally required in any jurisdiction
in which any part of the Collateral may be located.

         SECTION 6.11. Eligibility; Disqualification. The Indenture Trustee
shall at all times satisfy the requirements of TIA Section 310(a) and Section
26(a)(1) of the Investment Company Act of 1940, as amended. There shall at all
times be an Indenture Trustee hereunder which shall (a) be a corporation
organized and doing business under the laws of the United States of America, any
state thereof or the District of Columbia, authorized under such laws to
exercise corporate trust powers; (b) have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition; (c) be subject to supervision or examination by federal or state
authority; and (d) at the time of appointment, shall have a long term senior,
unsecured debt rating of "Baa3" or better by Moody's (or, if not rated by
Moody's, a comparable rating by another statistical rating agency). The
Indenture Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9);

                                       57
<PAGE>

provided, however, that there shall be excluded from the operation of TIA
Section 310(b)(1) any indenture(s) under which other securities of the Issuer
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

         If such corporation publishes reports of condition at least annually,
pursuant to law or to the requirements of said supervising or examining
authority, then for the purposes of this Section, the combined capital and
surplus of such corporation shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published. If at
any time the Indenture Trustee shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

         This Indenture shall always have a Trustee who satisfies the
requirements of Section 310(a)(1) of the TIA. The Trustee is subject to the
provisions of Section 310(b) of the TIA regarding disqualification of a trustee
upon acquiring any conflicting interest.

         If a default occurs under this Indenture, and the Indenture Trustee is
deemed to have a conflicting interest as a result of acting as trustee for both
the Class A Notes and the Class B Notes, a successor Indenture Trustee shall be
appointed for one or both of such Classes, so that there will be separate
Indenture Trustees for the Class A Notes and the Class B Notes. No such event
shall alter the voting rights of the Class A Noteholders or Class B Noteholders
under this Indenture or any other Related Document. However, so long as any
amounts remain unpaid with respect to the Class A Notes, only the Indenture
Trustee for the Class A Noteholders will have the right to exercise remedies
under this Indenture (but subject to the express provisions of Section 5.2 and
to the right of the Class B Noteholders to receive their share of any proceeds
of enforcement). Upon repayment of the Class A Notes in full, all rights to
exercise remedies under this Indenture will transfer to the Indenture Trustee
for the Class B Notes.

         In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any Class of Notes, the Issuer, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Class of Notes
shall execute and deliver an indenture supplemental hereto wherein the successor
Indenture Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, the successor Indenture Trustee all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of the Class
to which the appointment of such successor Indenture Trustee relates, (ii) if
the retiring Indenture Trustee is not retiring with respect to all Classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of each Class as to which the
retiring Indenture Trustee is not retiring shall continue to be vested in the
retiring Indenture Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee,
it being understood that nothing herein or in such supplemental indenture shall
constitute such Indenture Trustees co-trustees of the same trust and that each
such Indenture Trustee shall be trustee of a trust or trusts hereunder separate
and apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such supplemental
indenture the resignation or removal of the retiring Indenture Trustee shall
become effective to the extent provided therein.

                                       58
<PAGE>

         SECTION 6.12. Acceptance by Indenture Trustee. The Indenture Trustee
hereby acknowledges the grant of a Lien on the Collateral and the receipt of a
Lien on the assets constituting the Collateral granted by the Issuer hereunder
and declares that the Indenture Trustee, through a custodian, will hold such
Lien on the Collateral granted by the Issuer in trust, for the use and benefit
of all Noteholders subject to the terms and provisions hereof.

         SECTION 6.13. Preferential Collection of Claims Against the Issuer. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to TIA Section 311(a) to the extent indicated.

         SECTION 6.14. Reports by Indenture Trustee to Noteholders. To the
extent required by the TIA, within 60 days after each October 20 (beginning in
2004), following the date of this Indenture, the Indenture Trustee shall mail to
the Noteholders a brief report dated as of such reporting date that complies
with TIA Section 313(a), if such a report is required pursuant to TIA Section
313(a). The Indenture Trustee also shall comply with TIA Section 313(b). The
Indenture Trustee shall also transmit by mail all reports as required by TIA
Section 313(c).

         A copy of each such report required under TIA Section 313 shall, at the
time of such transmission to Noteholders be filed with the Commission and with
each stock exchange or other market system on which the Notes are listed. The
Issuer shall notify the Indenture Trustee in writing if the Notes become listed
on any stock exchange or market trading system.

         SECTION 6.15. Representations and Warranties. The Indenture Trustee
hereby represents that:

                  (a) the Indenture Trustee is duly organized and validly
         existing as a New York banking corporation in good standing under the
         laws of New York with power and authority to own its properties and to
         conduct its business as such properties are currently owned and such
         business is presently conducted;

                  (b) the Indenture Trustee has the power and authority to
         execute and deliver this Indenture and to carry out its terms; and the
         execution, delivery and performance of this Indenture have been duly
         authorized by the Indenture Trustee by all necessary corporate action;

                  (c) the consummation of the transactions contemplated by this
         Indenture and the fulfillment of the terms hereof do not conflict with,
         result in any breach of any of the terms and provisions of, or
         constitute (with or without notice or lapse of time) a default under
         the articles of incorporation or bylaws of the Indenture Trustee or to
         the best of the Indenture Trustee's knowledge, any material agreement
         or other instrument to which the Indenture Trustee is a party or by
         which it is bound; and

                  (d) to the best of the Indenture Trustee's knowledge, there
         are no proceedings or investigations pending or threatened before any
         court, regulatory body, administrative agency or other governmental
         instrumentality having jurisdiction over the Indenture Trustee or its
         properties: (i) asserting the invalidity of this Indenture, (ii)
         seeking to prevent the consummation of any of the transactions
         contemplated by this Indenture or

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         (iii) seeking any determination or ruling that might materially and
         adversely affect the performance by the Indenture Trustee of its
         obligations under, or the validity or enforceability of, this
         Indenture.

         SECTION 6.16. The Paying Agent. The Issuer hereby appoints the
Indenture Trustee as the initial Paying Agent. All payments of amounts due and
payable with respect to any Notes that are to be made from amounts withdrawn
from the Note Distribution Account pursuant to Section 8.3(b), (c) or (d) or
from the Collection Account pursuant to Section 8.3(a) shall be made on behalf
of the Issuer by the Paying Agent.

         The Paying Agent hereby agrees that subject to the provisions of this
Section, it shall:

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

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

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

                           (iv)     immediately resign as a Paying Agent and
                  forthwith pay to the Indenture Trustee any 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; and

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

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

         Subject to applicable laws with respect to escheat of funds, any
amounts held by the Indenture Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and be paid to the Issuer on Issuer Request; and the related
Noteholder 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

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the Indenture Trustee or such Paying Agent with respect to such trust funds
shall thereupon cease; provided, however, that the Indenture Trustee or such
Paying Agent, before being required to make any such repayment, shall at the
expense and direction of the Issuer cause to be published once, in a newspaper
published in the English language, customarily published on each Business Day
and of general circulation in The City of New York, notice that such funds
remain 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 funds then remaining will be repaid to the Issuer. The Indenture Trustee
shall also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including mailing notice of such
repayment to Noteholders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in amounts due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Noteholder).

         Each Paying Agent (other than the initial Paying Agent) shall be
appointed by Issuer Order with written notice thereof to the Indenture Trustee.
Any Paying Agent appointed by the Issuer shall be a Person who would be eligible
to be Indenture Trustee hereunder as provided in Section 6.11. The Issuer shall
not appoint any Paying Agent (other than the Indenture Trustee) which is not, at
the time of such appointment, a depository institution or trust company,
including the Indenture Trustee, that (a) is incorporated under the laws of the
United States of America or any State thereof, (b) is subject to supervision and
examination by federal or state banking authorities and (c) has outstanding
unsecured commercial paper or other short-term unsecured debt obligations that
are rated "A-1+" by S&P or "Prime-1" by Moody's (or its equivalent).

         SECTION 6.17. Repayment of Amounts Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all funds then held by any Paying Agent other than the Indenture Trustee under
this Indenture with respect to such Notes shall, upon demand of the Issuer, be
paid to the Indenture Trustee to be held and applied according to Section 4.1,
and thereupon such Paying Agent shall be released from all further liability
with respect to such funds.

         SECTION 6.18. Provisions of Swap Agreements. The Issuer has entered
into the Swap Agreements with each of the Swap Counterparties, in a form
satisfactory to the Rating Agencies. The Issuer may, from time to time, enter
into one or more replacement Swap Agreements in the event that any Swap
Agreement is terminated prior to its scheduled expiration pursuant to a Swap
Event of Default or a Swap Termination Event.

         Upon the occurrence of (i) any Swap Event of Default arising from any
action taken, or failure to act, by a Swap Counterparty, or (ii) any Swap
Termination Event (except as described in the following sentence) with respect
to which the Swap Counterparty is an Affected Party (as defined in the
applicable Swap Agreement), the Indenture Trustee may and will, at the direction

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of the holders of at least 51% of the Outstanding Principal Balance of the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4 Notes and
Class B Notes, acting together as a single Class, direct the Issuer to designate
an Early Termination Date (as defined in the applicable Swap Agreement) with
respect to the applicable Swap Agreement and the Issuer shall upon such
direction designate an Early Termination Date. If a Swap Termination Event
occurs (i) as a result of the insolvency or bankruptcy of the Issuer or any Swap
Counterparty or (ii) because the Issuer or any Swap Counterparty becomes subject
to registration as an "investment company" under the Investment Company Act of
1940, the Indenture Trustee will direct the Issuer to designate an Early
Termination Date and the Issuer shall upon such direction designate an Early
Termination Date pursuant to the related Swap Agreement.

         No Swap Counterparty shall have any voting rights or rights to exercise
any remedies under this Indenture until after the Outstanding Principal Balance
of the Notes has been reduced to zero and the Noteholders have been paid all
mounts owed to them under this Indenture. After the Outstanding Principal
Balance of the Notes has been reduced to zero and the Noteholders have been paid
all amount owed to them under this Indenture, each Swap Counterparty shall have
all of the rights and obligations, including all voting rights, of the
Noteholders set forth in this Indenture. Such voting rights shall be exercisable
at any time by each Swap Counterparty based upon the relative notional amount
outstanding under each Swap Agreement at such time.

                                  ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

         SECTION 7.1. Issuer To Furnish Indenture Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Indenture
Trustee: (a) not more than five days after the earlier of: (i) each Record Date
and (ii) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date, and (b) at such other times as the Indenture
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 Indenture Trustee is the Note Registrar, no such list shall be
required to be furnished.

         SECTION 7.2. Preservation of Information; Communications to
Noteholders. (a) The Indenture Trustee shall preserve, in as current a form as
is reasonably practicable, the names and addresses of the Noteholders contained
in the most recent list furnished to the Indenture Trustee as provided in
Section 7.1 and the names and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in Section 7.1 upon receipt of a new list so
furnished.

         (b)      Three or more Noteholders, or one or more Noteholder(s)
evidencing at least 25% of the Outstanding Principal Balance of the Notes, may
communicate pursuant to TIA Section 312(b) with other Noteholders with respect
to their rights under this Indenture or under the Notes.

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

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         SECTION 7.3. Reports by Issuer. (a) The Issuer shall:

                  (i)      file with the Indenture Trustee, within 15 days after
         the Issuer is required to file the same with the Commission, 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) that the
         Issuer may be required to file with the Commission pursuant to Section
         13 or 15(d) of the Securities Exchange Act or, if the Issuer is not
         required to file with the Commission information, documents or reports
         pursuant to either Section 13 or Section 15(d) of the Securities
         Exchange Act, then the Issuer will file with the Indenture Trustee and
         with the Commission, in accordance with rules and regulations
         prescribed by the Commission, such of the supplementary and period
         information, documents and reports required pursuant to securities
         exchange as may be prescribed in such rules and regulations;

                  (ii)     file with the Commission, in accordance with the
         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 (with a copy of any such filings being delivered promptly to
         the Indenture Trustee); and supply to the Indenture Trustee (and the
         Indenture Trustee shall transmit by mail to all Noteholders described
         in TIA Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the Issuer pursuant to clauses (i) and
         (ii) as may be required by the rules and regulations prescribed from
         time to time by the Commission.

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

         SECTION 7.4. De-Listing of Definitive Notes. If as of the beginning of
any fiscal year for the Issuer (other than fiscal year 2003), the Definitive
Notes are held (directly or, in the case of Book Entry Notes held through the
Clearing Agency) by less than 300 Noteholders and/or Clearing Agency
participants having accounts with the Clearing Agency, the Issuer shall, in
accordance with the Exchange Act and the rules and regulations promulgated
thereunder, timely file a Form 15 with respect to the Issuer suspending all
reporting requirements under the Securities Exchange Act.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.1. Collection of Amounts Due. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all sums and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such amounts received by it as provided in this
Indenture. Amounts properly withdrawn by the Issuer pursuant to Section 8.3 of
this Indenture shall be deemed released from the Collateral and the security
interest therein granted to the Indenture

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Trustee, and the Issuer shall in no event thereafter be required to refund any
such withdrawn amounts. To the extent there are uninvested amounts deposited in
any of the Trust Accounts (as defined below), the Issuer shall invest all such
amounts in Permitted Investments selected by the Issuer that mature no later
than the immediately succeeding Transfer Date preceding the following Payment
Date.

         SECTION 8.2. Trust Accounts. (a) On or prior to the Closing Date, the
Issuer covenants to have established and shall thereafter maintain the following
accounts with the Indenture Trustee (the "Trust Accounts"), which accounts shall
be Eligible Deposit Accounts:

                           (i)      Collection Account;

                           (ii)     Note Distribution Account; and

                           (iii)    Liquidity Account.

         (b)      If any Trust Account is a Securities Account, such Trust
Account will be maintained in accordance with the Custody and Control Agreement.

         (c)      If any Trust Account is a Deposit Account: (i) If, at any
time, any such Trust Account ceases to be an Eligible Deposit Account, the
Issuer shall within 10 Business Days (or such longer period, not to exceed 30
calendar days, as to which each Rating Agency may consent) establish a new Trust
Account as an Eligible Deposit Account and shall transfer any cash and/or any
investments held in the no-longer Eligible Deposit Account to such new Trust
Account; and

                           (ii)     the Issuer and Indenture Trustee agree, as
                  security for the Issuer's obligations under this Indenture,
                  that:

                           (A)      any Trust Account Property that constitutes,
                  or is held through or in, a Deposit Account shall be, or shall
                  be held through or in, an Eligible Deposit Account
                  continuously identified in the deposit bank's books and
                  records as subject to a security interest of the Indenture
                  Trustee and, except as maybe expressly provided herein to the
                  contrary, in order to perfect the security interest of the
                  Indenture Trustee in accordance with Section 9.104 of the UCC,
                  the Indenture Trustee shall have the power to direct
                  disposition of the funds in such Deposit Account without
                  further consent by the Issuer; provided, however, that prior
                  to delivery by the Indenture Trustee to the Issuer of notice
                  otherwise, the Issuer shall have the right to direct the
                  disposition of funds in such Deposit Account; provided,
                  further that the Indenture Trustee agrees that it will not
                  deliver such notice or exercise its power to direct
                  disposition of the funds in such Deposit Account until an
                  Event of Default has occurred; and

                           (B)      all Permitted Investments and other
                  investments shall be held by the Custodian in accordance with
                  the Custody and Control Agreement and shall be subject to the
                  Indenture Trustee's security interest in such Trust Property.

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         SECTION 8.3. Priority of Payments. (a) On each Payment Date prior to an
Event of Default and acceleration of the Notes, from Available Amounts and other
amounts on deposit in the Collection Account, payments shall be made in the
following order of priority:

                           (i)      to the Indenture Trustee, amounts payable to
                  the Indenture Trustee pursuant to Section 6.7 of the Indenture
                  for the related Collection Period, provided that, except after
                  the occurrence and during the continuance of an Event of
                  Default, the aggregate amounts payable other than in respect
                  of fees shall not exceed $75,000 during any calendar year;

                           (ii)     to the Administrator, the Administration Fee
                  and all unpaid Administration Fees from prior Collection
                  Periods in accordance with the Administration Agreement;

                           (iii)    to the applicable Swap Counterparty any Swap
                  Payments Outgoing in accordance with the applicable Swap
                  Agreement;

                           (iv)     to pay with the same priority and ratably in
                  proportion to the Outstanding Principal Balance of the Class A
                  Notes and the amount of any Swap Termination Payment due and
                  payable by the Issuer to the applicable Swap Counterparty:

                                    (1)      to the Note Distribution Account,
                           the Monthly Interest Amount Payable on the Class A
                           Notes; and

                                    (2)      to the applicable Swap
                           Counterparty, any Swap Termination Payments payable
                           to the applicable Swap Counterparty upon the
                           termination of the applicable Swap Agreement;
                           provided that if any amounts allocable to the Class A
                           Notes are not needed to pay interest due on such
                           Class A Notes as of such Payment Date, such amounts
                           will be applied to pay the portion, if any, of any
                           Swap Termination Payment remaining unpaid;

                           (v)      to the Note Distribution Account, the
                  Monthly Interest Amount Payable on the Class B Notes;

                           (vi)     to the Note Distribution Account, the Class
                  A Monthly Principal Payable Amount;

                           (vii)    to the Note Distribution Account, the Class
                  B Monthly Principal Payable Amount;

                           (viii)   to the Note Distribution Account, any
                  Reallocated Principal;

                           (ix)     to the Note Distribution Account, 50% of the
                  Excess Spread Amount, if any; and

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<PAGE>

                           (x)      to the Liquidity Account the amount, if any,
                  necessary to cause the balance on deposit in the Liquidity
                  Account to equal the Specified Liquidity Account Balance;

                           (xi)     to the Indenture Trustee, any amounts
                  payable to the Indenture Trustee pursuant to Section 6.7 of
                  the Indenture to the extent not previously reimbursed; and

                           (xii)    to the Issuer, the remaining balance, if
                  any.

         (b)      On each Payment Date prior to an Event of Default and
acceleration of the Notes, funds on deposit in the Note Distribution Account
shall be paid in the following order of priority:

                           (i)      to the Class A-1 Noteholders, Class A-2
                  Noteholders, Class A-3 Noteholders, and the Class A-4
                  Noteholders, an amount equal to the Monthly Interest Amount
                  Payable in respect of the Class A-1 Notes, Class A-2 Notes,
                  Class A-3 Notes, and Class A-4 Notes for the Interest Accrual
                  Period immediately preceding such Payment Date, together with
                  any such amounts that accrued in respect of prior Interest
                  Accrual Periods for which no payment was previously made;
                  provided, that if the Available Amounts remaining to be paid
                  pursuant to this clause are less than the full amount required
                  to be so paid, such remaining Available Amounts shall be
                  allocable to the Holders of the Class A-1 Notes, Class A-2
                  Notes, Class A-3 Notes and the Class A-4 Notes pro rata based
                  upon the aggregate amount of interest due to each class;

                           (ii)     to the Class B Noteholders, the Monthly
                  Interest Amount Payable in respect of the Class B Notes;
                  provided, that if the Available Amounts remaining to be paid
                  pursuant to this clause are less than the full amount required
                  to be so paid, such remaining Available Amounts shall be paid
                  to the Holders of Class B Notes pro rata based on their
                  respective entitlement pursuant to this clause;

                           (iii)    to the Class A-1 Noteholders, the Class A
                  Monthly Principal Payable Amount;

                           (iv)     to the Class B Noteholders, the Class B
                  Monthly Principal Payable Amount; and

                           (v)      to the Class A-1 Noteholders, the
                  Reallocated Principal and 50% of the Excess Spread Amount, if
                  any, until the Outstanding Principal Balance of the Class A-1
                  Notes has been reduced to zero.

         (c)      On any Payment Date prior to an Event of Default and
acceleration of the Notes after the Outstanding Principal Balance of the Class
A-1 Notes has been reduced to zero, notwithstanding clauses (iii) through (v) of
Section 8.3(b), payments in respect of principal on the Notes will be paid by
transferring funds on deposit in the Note Distribution Account in the following
order of priority:

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                  (A)      To the Class A Noteholders, the Class A Monthly
         Principal Payable Amount in the following order of priority:

                           (i)      to the Class A-2 Noteholders, until the
                  Outstanding Principal Balance of the Class A-2 Notes has been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders, until the
                  Outstanding Principal Balance of the Class A-3 Notes has been
                  reduced to zero; and

                           (iii)    to the Class A-4 Noteholders, until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero.

                  (B)      To the Class B Noteholders, the Class B Monthly
         Principal Payable Amount;

                  (C)      Any Reallocated Principal will be paid in the
         following order of priority:

                           (i)      to the Class A-2 Noteholders until the
                  Outstanding Principal Balance of the Class A-2 Notes have been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders until the
                  Outstanding Principal Balance of the Class A-3 Notes have been
                  reduced to zero; and

                           (iii)    to the Class A-4 Noteholders until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero.

                  (D)      50% of the Excess Spread Amount will be paid in the
         following order of priority:

                           (i)      to the Class A-2 Noteholders until the
                  Outstanding Principal Balance of the Class A-2 Notes has been
                  reduced to zero;

                           (ii)     to the Class A-3 Noteholders until the
                  Outstanding Principal Balance of the Class A-3 Notes has been
                  reduced to zero;

                           (iii)    to the Class A-4 Noteholders until the
                  Outstanding Principal Balance of the Class A-4 Notes has been
                  reduced to zero; and

                           (iv)     to the Class B Noteholders.

         (d)      Following an Event of Default and acceleration of the Notes,
after the payment to the Servicer of any accrued and unpaid servicing fees and
reimbursement of any Servicing Advances, any capital contributions made to the
Issuer under the Issuer Variable Funding Certificate and Available Amounts will
be applied in the following order of priority, at the date or dates fixed by the
Indenture Trustee and, in case of the distribution of the entire amount due on
account of principal or interest, upon presentation of the Notes and surrender
thereof:

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                           (i)      to pay the Indenture Trustee, for all
                  amounts due under Section 6.7;

                           (ii)     to pay the Administrator, all accrued and
                  unpaid Administration Fees;

                           (iii)    to pay the applicable Swap Counterparty any
                  Swap Payments Outgoing;

                           (iv)     to pay with the same priority and ratably in
                  proportion to the Outstanding Principal Balance of the Class A
                  Notes and the amount of any Swap Termination Payment due and
                  payable by the Issuer to the applicable Swap Counterparty:

                                    (A)      the Monthly Interest Amount Payable
                           on each class of Class A Notes during the prior
                           Interest Accrual Period, plus any amount of interest
                           on the Class A Notes that was not paid when due (and,
                           to the extent permitted by law, any interest on that
                           unpaid amount); and

                                    (B)      any Swap Termination Payments
                           payable to the applicable Swap Counterparty due under
                           the applicable Swap Agreement; provided that if any
                           amounts allocable to the Class A Notes are not needed
                           to pay interest due on such Class A Notes as of such
                           payment date, such amounts will be applied to pay the
                           portion, if any, of any Swap Termination Payment
                           remaining unpaid;

                           (v)      to the Class A Noteholders pro rata in
                  respect of principal until the Class A Noteholders are paid in
                  full; and

                           (vi)     to pay the Monthly Interest Amount Payable
                  on the Class B Notes during the prior interest period, plus
                  any amount of interest on the Class B Notes that was not paid
                  when due (and, to the extent permitted by law, any interest on
                  that unpaid amount)

                           (vii)    to the Class B Noteholders in respect of
                  principal until the Class B Noteholders are paid in full;

                           (viii)   to the Issuer the remaining balance, if any.

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

         (f)      All Class A Notes issued under this Indenture shall be in all
respects equally and ratably entitled to the benefits hereof without preference,
priority or distinction on account of the

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actual time or times of authentication and delivery, all in accordance with the
terms and provisions of this Indenture. Payments of principal and interest on
the Class A Notes shall be made in accordance with the priorities set forth in
this Section 8.3.

         (g)      All Class B Notes issued under this Indenture shall be in all
respects equally and ratably entitled to the benefits hereof without preference,
priority or distinction on account of the actual time or times of authentication
and delivery, all in accordance with the terms and provisions of this Indenture.
Payments of principal and interest on the Class B Notes shall be made pro rata
among all Outstanding Class B Notes, without preference or priority of any kind.

         SECTION 8.4. Reports. On each Determination Date, the Issuer shall, or
shall cause the Servicer to, provide to the Indenture Trustee (with a copy to
the Rating Agencies), for the Indenture Trustee to forward to each Noteholder of
record, a statement substantially in the form of Exhibit C setting forth at
least the following information as to each Class of the Notes to the extent
applicable:

                           (i)      the Class A Monthly Principal Payable Amount
                  and the Class B Monthly Principal Payable Amount;

                           (ii)     the Monthly Interest Amount Payable for each
                  Class of Notes;

                           (iii)    the Pool Balance as of the opening of
                  business on the first day of the Collection Period in which
                  such Determination Date occurs;

                           (iv)     the aggregate Outstanding Principal Balance
                  and the Note Pool Factor for each Class of Notes after giving
                  effect to payments allocated to principal reported under
                  clause (i) above;

                           (v)      the amount of the Servicing Fee paid to the
                  Servicer with respect to the preceding Collection Period;

                           (vi)     the amount of the Administration Fee paid to
                  the Administrator in respect of the preceding Collection
                  Period;

                           (vii)    the aggregate outstanding principal balance
                  of any Loans that become Liquidated Loans for such Collection
                  Period;

                           (viii)   the portion of the outstanding principal
                  balance written off in respect of Loans that became Defaulted
                  Loans; and

                           (ix)     the aggregate Purchase Amounts for Loans, if
                  any, that were repurchased or purchased in such Collection
                  Period.

         Each amount set forth pursuant to clauses (i), (ii), (iii), (v) and
(vi) shall be expressed as a dollar amount per $1,000 of original principal
balance of such Note.

         In addition, the Issuer shall, or shall cause, a copy of (i) the
Servicer's certificate referred to in Section 2.7, (ii) the Officer's
Certificate referred to in Section 2.8(a) or 2.8(b) and (iii) the

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report of certified public accountants referred to in Section 2.9, in each case,
of the Servicing Agreement to be sent to the Rating Agencies and the Indenture
Trustee. A copy of such Servicer's certificate, such Officer's Certificate and
such report may be obtained by any Noteholder by a request in writing to the
Issuer addressed to the Corporate Trust Office.

         SECTION 8.5. General Provisions Regarding Accounts. (a) Funds on
deposit in the Trust Accounts shall be invested or reinvested by the Issuer in
Permitted Investments selected by the Issuer. All Investment Earnings on funds
on deposit in the Trust Accounts shall be deemed to constitute a portion of the
Available Amounts. Other than as permitted by the Rating Agencies, funds on
deposit in the Trust Accounts shall be invested in Permitted Investments that
will mature so that such funds will be available at the close of business on the
Transfer Date preceding the following Payment Date; provided, however, that
funds on deposit in Trust Accounts may be invested in Permitted Investments of
the entity serving as Indenture Trustee that may mature so that such funds will
be available on the date prior to the Payment Date. Funds deposited in a Trust
Account on the Transfer Date that precedes a Payment Date upon the maturity of
any Permitted Investments are not required to be invested overnight.

         (b)      The Issuer shall ensure that, in connection with any
investment of any funds or any sale of any investment held in any of the Trust
Accounts, the Lien granted to the Indenture Trustee and perfected in such Trust
Account will continue to be perfected in such investment or the proceeds of such
sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver or cause to be delivered to the Indenture Trustee an Opinion of Counsel
to such effect.

         (c)      The Indenture Trustee shall not in any way be held liable by
reason of any insufficiency in any of the Trust Accounts resulting from any loss
on any Permitted Investment included therein, except for losses attributable to
the Indenture Trustee's failure to make payments on such Permitted Investments
issued by the Indenture Trustee, in its commercial capacity as principal obligor
and not as trustee, in accordance with their terms. The Indenture Trustee shall
have no liability in respect of losses incurred as a result of the liquidation
of any Permitted Investment prior to its stated maturity.

         (d)      (i) If 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, (ii) if the Notes shall
have been declared due and payable following an Event of Default, but amounts
collected or receivable from the Collateral are being applied in accordance with
Section 8.3(d) as if there had not been such a declaration; then the Issuer
shall, to the fullest extent practicable, invest and reinvest funds in the Trust
Accounts in the Permitted Investments identified in clause (d) of the definition
of Permitted Investments.

         SECTION 8.6. Release of Collateral. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Indenture Trustee may, and when
required by this Indenture shall, execute instruments to release property from
the Lien of this Indenture, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as

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provided in this Article shall be bound to ascertain the Indenture Trustee's
authority, inquire into the satisfaction of any conditions precedent or see to
the application of any funds.

         (b)      The Indenture Trustee shall, at such time as there are no
Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
6.7 have been paid, release any remaining portion of the Collateral that secured
the Notes and Swap Agreements from the Lien of this Indenture.

         (c)      The Indenture Trustee shall release property from the Lien of
this Indenture pursuant to this Section only upon receipt of an Issuer Request
requesting such release accompanied by an Officers' Certificate, an Opinion of
Counsel and (if required by the TIA) Independent Certificates in accordance with
TIA Sections 314(c) and 314(d)(1) meeting the applicable requirements of Section
11.1.

         SECTION 8.7. Opinion of Counsel. The Indenture Trustee shall receive at
least seven days' notice when requested by the Issuer to take any action
pursuant to Section 8.6(a), accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require, as a condition to such action, an
Opinion of Counsel 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 this Indenture; provided, however,
that such Opinion of Counsel shall not be required to express an opinion as to
the fair value of the Collateral. Counsel rendering any such opinion may rely,
without independent investigation, on the accuracy and validity of any
certificate or other instrument delivered to the Indenture Trustee in connection
with any such action.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

         SECTION 9.1. Supplemental Indentures Without Consent of Noteholders and
Swap Counterparties. Without the consent of the Noteholders and Swap
Counterparties but with prior written notice to the Rating Agencies, the Issuer
and the Indenture Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto
(which shall conform to the TIA as in force at the date of the execution
thereof), in form satisfactory to the Indenture Trustee, for any of the
following purposes:

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

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

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

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         (d)      to mortgage or pledge any property to or with the Indenture
Trustee;

         (e)      to replace the Variable Funding Certificates with another form
of credit enhancement; provided, the Rating Agency Condition is satisfied;

         (f)      to cure any ambiguity, to correct or supplement any provision
herein or in any supplemental indenture that 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 materially
adversely affect the interests of the Noteholders or the Swap Counterparties;

         (g)      to evidence and provide for the acceptance of the appointment
hereunder by a successor or additional trustee with respect to the Notes or any
class thereof 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

         (h)      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.

         SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, may, with
prior written notice to the Rating Agencies and with the consent of the
Noteholders evidencing not less than a majority of the Outstanding Principal
Balance of the Notes, by Act of such Noteholders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to or changing in any manner or eliminating
any of the provisions of this Indenture or of modifying in any manner the rights
of the Noteholders under this Indenture; provided, however, that no such
supplemental indenture shall, as evidenced by an Officer's Certificate of the
Issuer delivered to the Indenture Trustee, adversely affect in any material
respect the interests of a Swap Counterparty, without the consent of such Swap
Counterparty affected thereby; and, provided further, that no such supplemental
indenture shall, as evidenced by an Officer's Certificate of the Issuer
delivered to the Indenture Trustee, adversely affect in any material respect the
interests of a Noteholder, without the consent of such Noteholder affected
thereby:

         (a)      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 provisions
of this Indenture relating to the application of collections on, or the proceeds
of the sale of, the Collateral to the 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

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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 or after the respective due dates thereof (or, in the case of
redemption, on or after the Redemption Date);

         (b)      reduce the percentage of the Outstanding Principal Balance,
the consent of the Noteholders of which is required for any such supplemental
indenture, or the consent of the Noteholders 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;

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

         (d)      reduce the percentage of the Outstanding Principal Balance
required to direct the Indenture Trustee to direct the Issuer to sell or
liquidate the Collateral pursuant to Section 5.2;

         (e)      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 Related Documents cannot be modified or waived without the
consent of the Noteholder of each Outstanding Note affected thereby;

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

         (g)      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
Collateral or, except as otherwise permitted or contemplated herein, terminate
the Lien of this Indenture on any property at any time subject hereto or deprive
any Noteholder of the security provided by the Lien of this Indenture.

         It shall not be necessary for any Act of the 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. The
manner of obtaining such consents (and any other consents of Noteholders
provided for in this Indenture or in any other Related Document) and of
evidencing the authorization of the execution thereof by Noteholders shall be
subject to such reasonable requirements as the Indenture Trustee may provide.

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

         SECTION 9.3. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Indenture Trustee shall be entitled to receive, and,
subject to Sections 6.1 and 6.2, shall be fully protected in relying upon,

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an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

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

         SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if required by the Indenture Trustee shall,
bear a notation in form approved by the Indenture Trustee as to any matter
provided for in such supplemental indenture. If the Issuer or the Indenture
Trustee shall so determine, new Notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental indenture may
be prepared and executed by the Issuer and authenticated and delivered by the
Indenture Trustee in exchange for Outstanding Notes.

         SECTION 9.6. Conformity with Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the TIA as then in effect so
long as this Indenture shall then be qualified under the TIA.

                                   ARTICLE X
                               REDEMPTION OF NOTES

         SECTION 10.1. Redemption. The Notes are subject to redemption in whole,
but not in part, on or after any Payment Date on which the aggregate Pool
Balance (calculated as of the end of the related Collection Period) first
becomes less than 10% of the Pool Balance as of the Cut-off Date and for a
purchase price equal to the Redemption Price; provided, however, that the Issuer
has available funds sufficient to pay the Redemption Price following the
exercise by the Purchaser of the clean up call set forth in Section 6.1 of the
Purchase and Sale Agreement. The Issuer shall furnish the Rating Agencies notice
of such redemption. If such Notes are to be redeemed pursuant to this Section,
the Issuer shall furnish notice of such election to the Indenture Trustee not
later than 25 days prior to the Redemption Date and the Issuer shall deposit in
the Note Distribution Account the Redemption Price of the Notes to be redeemed.

         SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Issuer by first-class mail, postage prepaid,
mailed not less than five days prior to the applicable Redemption Date to each
Noteholder, as of the close of business on the

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Record Date preceding the applicable Redemption Date, at such Noteholder's
address appearing in the Note Register.

         All notices of redemption shall state:

                           (i)      the Redemption Date;

                           (ii)     the Redemption Price;

                           (iii)    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)     the CUSIP numbers of the Notes being
                  redeemed.

         Failure to give notice of redemption, or any defect therein, to any
Noteholder shall not impair or affect the validity of the redemption of any
other Note.

         SECTION 10.3. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption pursuant to this
Article, become due and payable on the Redemption Date 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
written application or request (or oral application with prompt written or
telecopied confirmation) by the Issuer to the Indenture Trustee to take any
action under this Indenture, other than any request that (i) the Indenture
Trustee authenticate the Notes specified in such request, or (ii) the Indenture
Trustee pay amounts due and payable to the Issuer hereunder to the Issuer's
assignee specified in such request, the Issuer shall furnish to the Indenture
Trustee: (1) an Officers' Certificate stating that all conditions precedent, if
any, provided for in this Indenture relating to the proposed action have been
complied with, (2) an Opinion of Counsel stating that in the opinion of such
counsel all such conditions precedent, if any, have been complied with and (3)
(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 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:

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

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                  (x)      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;

                  (y)      a statement that, in the opinion of each such
         signatory, such signatory has made (or has caused to be 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

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

                           (ii)     Whenever the Issuer is required to furnish
                  to the Indenture Trustee an Officers' Certificate described in
                  clause (i), the Issuer shall also deliver to the Indenture
                  Trustee an Independent Certificate as to the same matters if
                  the fair value to the Issuer of the Collateral or other
                  property or securities to be so deposited and of all other
                  such Collateral or other property or securities released from
                  the Lien of this Indenture since the commencement of the
                  then-current fiscal year of the Issuer, as set forth in the
                  certificates required by clause (i) and this clause (ii),
                  equals 10% or more of the Outstanding Principal Balance of the
                  Notes, but such certificate need not be furnished with respect
                  to any Collateral or other property or securities so deposited
                  if the fair value thereof to the Issuer as set forth in the
                  related Officers' Certificate is less than $1,000,000 or less
                  than one percent of the then Outstanding Principal Balance of
                  the Notes.

                           (iii)    Other than with respect to property as
                  contemplated by clause (v), whenever any Collateral or other
                  property or securities are to be released from the Lien of
                  this Indenture, the Issuer shall also furnish to the Indenture
                  Trustee an Officers' Certificate certifying or stating the
                  opinion of each person signing such certificate as to the fair
                  value (within 90 days of such release) of the Collateral or
                  other property or securities proposed to be released and
                  stating that in the opinion of such person the proposed
                  release will not impair the security under this Indenture in
                  contravention of the provisions hereof.

                           (iv)     Whenever the Issuer is required to furnish
                  to the Indenture Trustee an Officers' Certificate described in
                  clause (iii), the Issuer shall also deliver to the Indenture
                  Trustee an Independent Certificate as to the same matters if
                  the fair value to the Issuer of the Collateral or other
                  property or securities and of all other such Collateral or
                  other property, other than property as contemplated by

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<PAGE>

                  clause (v), or securities released from the Lien of this
                  Indenture since the commencement of the then-current fiscal
                  year of the Issuer, as set forth in the certificates required
                  by clause (iii) and this clause (iv), equals 10% or more of
                  the Outstanding Principal Balance of the Notes, but such
                  certificate need not be furnished in the case of any release
                  of Collateral or other property or securities if the fair
                  value thereof to the Issuer as set forth in the related
                  Officers' Certificate is less than $1,000,000 or less than one
                  percent of the then Outstanding Principal Balance of the
                  Notes.

                           (v)      Notwithstanding Section 2.9 or any other
                  provision of this Section, the Issuer may, without compliance
                  with the requirements of the other provisions of this Section:
                  (A) collect, liquidate, sell or otherwise dispose of Loans and
                  Equipment as and to the extent permitted or required by the
                  Related Documents and (B) make cash payments out of the Trust
                  Accounts as and to the extent permitted or required by the
                  Related Documents so long as the Issuer shall deliver to the
                  Indenture Trustee every six months, commencing March 15, 2004,
                  an Officers' Certificate of the Issuer stating that all such
                  dispositions of Collateral that occurred since the execution
                  of the previous such Officers' Certificate (or for the first
                  such Officers' Certificate, since the Closing Date) were in
                  the ordinary course of the Issuer's business and that the
                  proceeds thereof were applied in accordance with the Related
                  Documents.

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

         Any certificate or opinion of an Authorized Officer of the Issuer may
be based, insofar as it relates to legal matters, upon a certificate or opinion
of, or representations by, counsel, unless such officer knows, or in the
exercise of reasonable care should know, that the certificate, opinion or
representations with respect to the matters upon which his certificate or
opinion is based is/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 Seller, the Servicer, the Purchaser, the Issuer or the Administrator,
Managing Member, stating that the information with respect to such factual
matters is in the possession of the Seller, the Servicer, the Purchaser, the
Issuer or the Administrator, Managing Member, as applicable, unless such
Authorized Officer or counsel knows, or in the exercise of reasonable care
should know, that the certificate, opinion or representations with respect to
such matters is/are erroneous. Any Opinion of Counsel may be based on the
written opinion of other counsel, in which event such Opinion of Counsel shall
be accompanied by a copy of such other counsel's opinion and shall include a
statement to the effect that such counsel believes that such counsel and the
Indenture Trustee may reasonably rely upon the opinion of such other counsel.

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<PAGE>

         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.

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

         SECTION 11.3. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholders may be embodied in and
evidenced by one or more instrument(s) 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(s) are delivered to the Indenture Trustee, and, where it is
hereby expressly required, to the Issuer. Such instrument(s) (and the action
embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Noteholders signing such instrument(s). Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section. At any time the Notes of any Class are maintained on Book-Entry
Notes, any reference in this Indenture to an Act of Noteholders or a Noteholder
or Noteholders representing a specified portion of the Outstanding Principal
Balance of the Notes or such Class of Notes shall be deemed to refer to an Act
of Note Owners or a Note Owner or Note Owners holding such specified portion of
the Outstanding Principal Balance of the Notes or Class, as the case may be.

         (b)      The fact and date of the execution by any Person of any such
instrument or writing may be proved by the affidavit of a witness of such
execution or by a certificate of a notary public or other officer authorized by
law to take acknowledgments of deeds, certifying that the individual signing
such instrument or writing acknowledged to him the execution thereof. Where such
execution is by a signer acting in a capacity other than his individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his authority. The fact and date of the execution of any such instrument or
writing, or the authority of the Person executing the same, may also be proved
in any other manner which the Indenture Trustee deems sufficient.

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

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<PAGE>

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

         (e)      By accepting the Notes issued pursuant to this Indenture, each
Noteholder irrevocably appoints the Indenture Trustee hereunder as the special
attorney-in-fact for such Noteholder vested with full power on behalf of such
Noteholder to effect and enforce the rights of such Noteholder and the revisions
pursuant hereto for the benefit of such Noteholder; provided that nothing
contained in this Section shall be deemed to confer upon the Indenture Trustee
any duty or power to vote on behalf of the Noteholders with respect to any
matter on which the Noteholders have a right to vote pursuant to the terms of
this Indenture.

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

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

         (b)      the Issuer by the Indenture Trustee or by any Noteholder,
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class, postage prepaid, to the Issuer addressed to: GE Commercial
Equipment Financing LLC, Series 2003-1, in care of General Electric Capital
Corporation, 44 Old Ridgebury Road, Danbury, CT 06810, Attention: Capital
Markets Operations, and to GECC, as Administrator, 44 Old Ridgebury Road,
Danbury, CT 06810, Attention: General Counsel, or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer or the
Administrator. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee.

         Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Trustee shall be in writing, personally delivered or
mailed by certified mail, return receipt requested, to their respective
addresses set forth in Section 8.1 of the Servicing Agreement.

         SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event or the mailing of any report to
Noteholders, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and mailed, first-class, postage prepaid or
certified mail return receipt requested, or sent by private courier or confirmed
telecopy to each Noteholder affected by such event or to whom such report is
required to be mailed, at its 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 or the mailing of such report. In any case where
notice or report to Noteholders is given by mail, neither the failure to mail
such notice or report nor any defect in any notice or report so mailed to any
particular Noteholder shall affect the sufficiency of such notice or report with
respect to other Noteholders,

                                       79

<PAGE>

and any notice that is mailed in the manner herein 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 Indenture
Trustee but such filing shall not be a condition precedent to the validity of
any action taken in reliance upon such a waiver.

         In case by reason of the suspension of regular mail service or by
reason of any other cause it shall be impracticable to mail or send notice to
Noteholders, in accordance with Section 11.5, of any event or any report to
Noteholders when such notice or report is required to be delivered pursuant to
any provision of this Indenture, then such notification or delivery as shall be
made with the approval of the Trustee shall constitute a sufficient notification
for every purpose hereunder.

         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 Noteholder providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such
Noteholder, that is different from the methods provided for in this Indenture or
the Notes for such payments or notices. The Issuer will furnish to the Indenture
Trustee a copy of each such agreement and the Indenture Trustee will cause
payments to be made and notices to be given in accordance with such agreements.

         SECTION 11.7. Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-trustees and agents of the
Indenture Trustee, whether so expressed or not.

         SECTION 11.8. Severability. Any provision of this Indenture or the
Notes that is prohibited or unenforceable in any jurisdiction shall, as to such
jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions hereof or of the
Notes, as applicable, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         SECTION 11.9. Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, the Noteholders, the Swap Counterparties,
any other party secured hereunder and any other Person with an ownership
interest in any part of the Collateral, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

         SECTION 11.10. 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 Business Day

                                       80

<PAGE>

with the same force and effect as if made on the date on which nominally due,
and no interest shall accrue for the period from and after any such nominal
date.

         SECTION 11.11. Governing Law. (a) THIS AGREEMENT AND THE OBLIGATIONS
ARISING HEREUNDER SHALL IN ALL RESPECTS, INCLUDING ALL MATTERS OF CONSTRUCTION,
VALIDITY AND PERFORMANCE, BE GOVERNED BY, AND CONSTRUED AND ENFORCED IN
ACCORDANCE WITH, THE INTERNAL LAWS OF THE STATE OF NEW YORK (INCLUDING SECTION
5-1401(1) OF THE GENERAL OBLIGATIONS LAW, BUT WITHOUT REGARD TO ANY OTHER
CONFLICT OF LAW PROVISIONS THEREOF) AND ANY APPLICABLE LAWS OF THE UNITED STATES
OF AMERICA. THIS INDENTURE IS SUBJECT TO THE TRUST INDENTURE ACT OF 1939, AS
AMENDED, AND SHALL BE GOVERNED THEREBY AND CONSTRUED IN ACCORDANCE THEREWITH.

         (b)      EACH PARTY HERETO HEREBY CONSENTS AND AGREES THAT THE STATE OR
FEDERAL COURTS LOCATED IN THE BOROUGH OF MANHATTAN IN NEW YORK CITY SHALL HAVE
EXCLUSIVE JURISDICTION TO HEAR AND DETERMINE ANY CLAIMS OR DISPUTES BETWEEN THEM
PERTAINING TO THIS AGREEMENT OR TO ANY MATTER ARISING OUT OF OR RELATING TO THIS
AGREEMENT; PROVIDED, THAT EACH PARTY HERETO ACKNOWLEDGES THAT ANY APPEALS FROM
THOSE COURTS MAY HAVE TO BE HEARD BY A COURT LOCATED OUTSIDE OF THE BOROUGH OF
MANHATTAN IN NEW YORK CITY; PROVIDED, FURTHER, THAT NOTHING IN THIS AGREEMENT
SHALL BE DEEMED OR OPERATE TO PRECLUDE THE LENDER FROM BRINGING SUIT OR TAKING
OTHER LEGAL ACTION IN ANY OTHER JURISDICTION TO REALIZE ON THE BORROWER
COLLATERAL OR ANY OTHER SECURITY FOR THE BORROWER SECURED OBLIGATIONS, OR TO
ENFORCE A JUDGMENT OR OTHER COURT ORDER IN FAVOR OF THE LENDER. EACH PARTY
HERETO SUBMITS AND CONSENTS IN ADVANCE TO SUCH JURISDICTION IN ANY ACTION OR
SUIT COMMENCED IN ANY SUCH COURT, AND EACH PARTY HERETO HEREBY WAIVES ANY
OBJECTION THAT SUCH PARTY MAY HAVE BASED UPON LACK OF PERSONAL JURISDICTION,
IMPROPER VENUE OR FORUM NON CONVENIENS AND HEREBY CONSENTS TO THE GRANTING OF
SUCH LEGAL OR EQUITABLE RELIEF AS IS DEEMED APPROPRIATE BY SUCH COURT. EACH
PARTY HERETO HEREBY WAIVES PERSONAL SERVICE OF THE SUMMONS, COMPLAINT AND OTHER
PROCESS ISSUED IN ANY SUCH ACTION OR SUIT AND AGREES THAT SERVICE OF SUCH
SUMMONS, COMPLAINT AND OTHER PROCESS MAY BE MADE BY REGISTERED OR CERTIFIED MAIL
ADDRESSED TO SUCH PARTY AT ITS ADDRESS DETERMINED IN ACCORDANCE WITH SECTION
11.4 AND THAT SERVICE SO MADE SHALL BE DEEMED COMPLETED UPON THE EARLIER OF SUCH
PARTY'S ACTUAL RECEIPT THEREOF OR THREE DAYS AFTER DEPOSIT IN THE UNITED STATES
MAIL, PROPER POSTAGE PREPAID. NOTHING IN THIS SECTION SHALL AFFECT THE RIGHT OF
ANY PARTY HERETO TO SERVE LEGAL PROCESS IN ANY OTHER MANNER PERMITTED BY LAW.

         (c)      BECAUSE DISPUTES ARISING IN CONNECTION WITH COMPLEX FINANCIAL
TRANSACTIONS ARE MOST QUICKLY AND ECONOMICALLY

                                       81

<PAGE>

RESOLVED BY AN EXPERIENCED AND EXPERT PERSON AND THE PARTIES WISH APPLICABLE
STATE AND FEDERAL LAWS TO APPLY (RATHER THAN ARBITRATION RULES), THE PARTIES
DESIRE THAT THEIR DISPUTES BE RESOLVED BY A JUDGE APPLYING SUCH APPLICABLE LAWS.
THEREFORE, TO ACHIEVE THE BEST COMBINATION OF THE BENEFITS OF THE JUDICIAL
SYSTEM AND OF ARBITRATION, THE PARTIES HERETO WAIVE ALL RIGHT TO TRIAL BY JURY
IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT TO RESOLVE ANY DISPUTE, WHETHER
SOUNDING IN CONTRACT, TORT OR OTHERWISE, ARISING OUT OF, CONNECTED WITH, RELATED
TO, OR INCIDENTAL TO THE RELATIONSHIP ESTABLISHED AMONG THEM IN CONNECTION WITH
THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

         SECTION 11.12. Counterparts. This Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         SECTION 11.13. Recording of Indenture. If this Indenture is subject to
recording in any public recording offices, such recording is to be effected by
the Issuer and, at its expense, accompanied by an Opinion of Counsel (which may
be counsel to the Indenture Trustee or any other counsel reasonably acceptable
to the Indenture Trustee) to the effect that such recording is necessary either
for the protection of the Noteholders or any other Person secured hereunder or
for the enforcement of any right or remedy granted to the Indenture Trustee
under this Indenture.

         SECTION 11.14. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Swap
Counterparties, Managing Member or the Indenture Trustee on the Notes, the Swap
Agreements, or under this Indenture or any certificate or other writing
delivered in connection herewith or therewith, against: (i) the Indenture
Trustee or Managing Member in their individual capacities, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
officer, director, employee or agent of: (a) the Indenture Trustee or Managing
Member in their individual capacities, (b) any owner of a beneficial interest in
the Issuer, Managing Member or the Indenture Trustee or (c) of any successor or
assign of the Indenture Trustee or Managing Member in their individual
capacities, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and Managing Member have no such
obligations in their individual capacities) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

         SECTION 11.15. Communication by Noteholders with Other Noteholders.
Noteholders may communicate, pursuant to TIA Section 312(b), with other
Noteholders with respect to their rights under this Indenture or the Notes. The
Issuer, the Indenture Trustee, the Note Registrar and all other parties shall be
entitled to rely on and shall have the protection of TIA Section 312(c).

         SECTION 11.16. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies

                                       82

<PAGE>

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 for the purpose of reviewing or evaluating the financial condition or
affairs of the Issuer or the performance or compliance with the covenants and
undertakings of the Issuer under this Indenture, the Purchase and Sale Agreement
or any of the other documents referred to herein or therein. The Indenture
Trustee shall and shall cause its representatives to hold in confidence all such
information; provided, however, that the foregoing shall not be construed to
prohibit: (i) disclosure of any and all information that is or becomes publicly
known, or information obtained by the Indenture Trustee from sources other than
the Issuer or its agents, (ii) disclosure of any and all information: (A) if
required to do so by any applicable statute, law, rule or regulation, (B) to any
government agency or regulatory or self-regulatory body having or claiming
authority to regulate or oversee any aspects of the Indenture Trustee's business
or that of its Affiliates, (C) pursuant to any subpoena, civil investigative
demand or similar demand or request of any court, regulatory authority,
arbitrator or arbitration to which the Indenture Trustee or an Affiliate or any
officer, director, employee or shareholder thereof is subject, (D) in any
preliminary or final offering circular or prospectus, registration statement or
contract or other document pertaining to the transactions contemplated by this
Indenture and approved in advance by the Issuer or (E) to any Affiliate,
independent or internal auditor, agent, employee or attorney of the Indenture
Trustee having a need to know the same; provided, that the Indenture Trustee
advises such recipient of the confidential nature of the information being
disclosed and such recipient agrees to keep such information confidential, (iii)
any other disclosure authorized by the Issuer or (iv) disclosure to the other
parties to the transactions contemplated by the Related Documents.

         SECTION 11.17. Agents of Issuer. The Indenture Trustee hereby
acknowledges that it has been advised that any agent of the Issuer may act on
behalf of the Issuer hereunder for purposes of all consents, amendments, waivers
and other actions permitted or required to be taken, delivered or performed by
the Issuer, and the Indenture Trustee agrees that any such action taken by an
agent on behalf of the Issuer shall satisfy the Issuer's obligations hereunder.

         SECTION 11.18. Survival of Representations and Warranties. The
representations, warranties and certificate of the Issuer made in this Indenture
or in any certificate or other writing delivered by the Issuer pursuant hereto
shall survive the authentication and delivery of the Notes hereunder.

         SECTION 11.19. 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 the TIA, such required provision
shall control.

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

         SECTION 11.20. Subordination. The Issuer and each Noteholder by
accepting a Note acknowledge and agree that such Note represents indebtedness of
the Issuer and does not represent an interest in any assets (other than the
Collateral) of the Purchaser (including by virtue

                                       83

<PAGE>

of any deficiency claim in respect of obligations not paid or otherwise
satisfied from the Collateral and proceeds thereof). In furtherance of and not
in derogation of the foregoing, to the extent the Purchaser enters into other
securitization transactions, the Issuer as well as each Noteholder by accepting
a Note acknowledge and agree that it shall have no right, title or interest in
or to any assets (or interests therein) (other than the Collateral) conveyed or
purported to be conveyed by the Purchaser to another securitization vehicle or
other Person or Persons in connection therewith (whether by way of a sale,
capital contribution or by virtue of the granting of a lien) ("Other Assets").
To the extent that, notwithstanding the agreements and provisions contained in
the preceding sentences of this subsection, the Issuer or any Noteholder either
(i) asserts an interest or claim to, or benefit from, Other Assets, whether
asserted against or through the Purchaser or any other Person owned by the
Purchaser, or (ii) is deemed to have any such interest, claim or benefit in or
from Other Assets, whether by operation of law, legal process, pursuant to
applicable provisions of insolvency laws or otherwise (including by virtue of
Section 1111(b) of the Federal Bankruptcy Code or any successor provision having
similar effect under the Bankruptcy Code), and whether deemed asserted against
or through the Purchaser or any other Person owned by the Purchaser, then the
Issuer and each Noteholder by accepting a Note further acknowledges and agrees
that any such interest, claim or benefit in or from Other Assets is and shall be
expressly subordinated to the indefeasible payment in full of all obligations
and liabilities of the Purchaser which, under the terms of the relevant
documents relating to the securitization of such Other Assets, are entitled to
be paid from, entitled to the benefits of, or otherwise secured by such Other
Assets (whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distribution or application
under applicable law, including insolvency laws, and whether asserted against
the Purchaser or any other Person owned by the Purchaser), including, the
payment of post-petition interest on such other obligations and liabilities.
This subordination agreement shall be deemed a subordination agreement within
the meaning of Section 510(a) of the Bankruptcy Code. Each Noteholder further
acknowledges and agrees that no adequate remedy at law exists for a breach of
this Section 11.20 and the terms of this Section 11.20 may be enforced by an
action for specific performance.

                                       84

<PAGE>

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

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       BY:  CEF EQUIPMENT HOLDING, L.L.C.,
                                       its Managing Member

                                       By:___________________________________
                                       Name:
                                       Title:

                                       JPMORGAN CHASE BANK,
                                       not in its individual capacity but solely
                                       as Indenture Trustee

                                       By:___________________________________
                                          Name:
                                          Title:

<PAGE>

                                                                     EXHIBIT A-1
                                                                    to Indenture

                            FORM OF CLASS A [ ] NOTES

REGISTERED                                                      $____________(1)

No. R-___                                           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.

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                           [___]% CLASS A [____] NOTES

         GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1, a limited
liability company duly organized and existing under the laws of the State of
Delaware (including any successor, the "Issuer"), for value received, hereby
promises to pay to CEDE & CO., or registered assigns, the principal sum of
_________________________ DOLLARS ($___________), partially payable on each
Payment Date in an amount equal to the Class A Monthly Principal Payable Amount;
provided, however, that the entire unpaid principal amount of this Note shall be
due and payable on the earlier of the [___________] Payment Date and the
Redemption Date, if any, pursuant to Section 10.1 of the Indenture. The Issuer
will pay interest on this Note at the rate per annum shown above, on each
Payment Date until the principal of this Note is paid or made available for
payment, on the principal amount of this Note outstanding on the preceding
Payment Date (after giving effect to all payments of principal made on the
preceding Payment Date), subject to certain limitations contained in Section 3.1
of the Indenture. Interest on this Note will accrue for each Payment Date from
the most recent Payment Date on which interest has been paid to but excluding
the then current Payment Date or, if no interest has yet been paid, from the
date hereof. Interest will be computed on the basis of the actual number

__________________

1        Denominations of $[____] and in greater whole-dollar denominations in
         excess thereof.

                                      A-1-1

<PAGE>

of days in the Interest Accrual Period and a 360 day year. Such principal of and
interest on this Note shall be paid in the manner specified in the Indenture.

         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 Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

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

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  [____________]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By:___________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                      A-1-2

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  [____________]

         [___________________], not in its individual capacity but solely as
Indenture Trustee.

By:_____________________________
   Authorized Signatory

                                      A-1-3

<PAGE>

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [____]% Class A [____] Notes (herein called the "Class A
[____] Notes" or the "Notes"), all issued under an Indenture dated as of
[____________] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and [___________________], not in its
individual capacity but solely as trustee (the "Indenture Trustee", which term
includes any successor Indenture Trustee under the Indenture), to which
Indenture and all indentures supplemental thereto reference is hereby made for a
statement of the respective rights and obligations thereunder of the Issuer, the
Indenture Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in this Indenture shall have the meanings assigned to them in
or pursuant to this Indenture.

         The Class A Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in this Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against: (i)
the Indenture Trustee or the Managing Member in their individual capacities,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of: (a) the Indenture
Trustee or the Managing Member in their individual capacities, (b) any holder of
a beneficial interest in the Issuer, the Managing Member or the Indenture
Trustee or of (c) any successor or assign of the Indenture Trustee or the
Managing Member in their individual capacities, except as any such Person may
have expressly agreed 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.

         It is the intent of the Issuer, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and
to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         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.

                                      A-1-4

<PAGE>

         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 Related Documents, neither [___________________], in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, 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 Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Noteholder by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein,
each agrees that, except as expressly provided in the Related Documents, in the
case of an Event of Default under the Indenture, the Noteholder and Note Owner
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.

                                      A-1-5

<PAGE>

                                   ASSIGNMENT

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

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

                         (name and address of assignee)

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

Dated:  _____________                         _______________________________ */

         Signature Guaranteed:

         ________________________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.

_________________________

*/       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.

                                      A-1-6

<PAGE>

                                                                     EXHIBIT A-2
                                                                    to Indenture

                              FORM OF CLASS B NOTES

REGISTERED                                                      $______________2

No. R-___                                           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.

              GE COMMERCIAL EQUIPMENT FINANCING LLC, SERIES 2003-1

                              [___]% CLASS B NOTES

         GE COMMERCIAL EQUIPMENT FINANCING LLC, Series 2003-1, a limited
liability company [business trust] duly organized and existing under the laws of
the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _________________________ DOLLARS ($___________), partially
payable on each Payment Date in an amount equal to the Class B Monthly Principal
Payable Amount for the Class B Notes; provided, however, that the entire unpaid
principal amount of this Note shall be due and payable on the earlier of the
[____________] Payment Date and the Redemption Date, if any, pursuant to Section
10.1 of the Indenture. The Issuer will pay interest on this Note at the rate per
annum shown above, on each Payment Date until the principal of this Note is paid
or made available for payment, on the principal amount of this Note outstanding
on the preceding Payment Date (after giving effect to all payments of principal
made on the preceding Payment Date), subject to certain limitations contained in
Section 3.1 of the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding the

__________________

2        Denominations of $[_____] and in greater whole-dollar denominations in
         excess thereof.

                                      A-2-1

<PAGE>

then current Payment Date or, if no interest has yet been paid, from the date
hereof. Interest will be computed on the basis of the actual number of days in
the Interest Accrual Period and a 360 day year. Such principal of and interest
on this Note shall be paid in the manner specified in the Indenture.

         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 Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

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

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by its Authorized Officer.

Dated:  [____________]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By:___________________________________
                                          Name:______________________________
                                          Title:_____________________________

                                      A-2-2

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:  [____________]

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

                                    By:_________________________________________
                                       Authorized Signatory

                                      A-2-3

<PAGE>

                                [REVERSE OF NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its [___]% Class B Notes (herein called the "B Notes" or the
"Notes"), all issued under an Indenture dated as of [____________] (such
Indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [___________________], not in its individual capacity but
solely as trustee (the "Indenture Trustee", which term includes any successor
Indenture Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are not otherwise defined herein and that are defined in the
Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         Class B Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture and are
subordinated to the Class A Notes to the extent provided in the Indenture.

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

         Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note Owner, a beneficial interest in the Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer or the Indenture Trustee on the Notes or under the Indenture or
any certificate or other writing delivered in connection therewith, against: (i)
the Indenture Trustee or the Managing Member in their individual capacities,
(ii) any owner of a beneficial interest in the Issuer or (iii) any partner,
owner, beneficiary, agent, officer, director or employee of: (a) the Indenture
Trustee or the Managing Member in their individual capacities, (b) any holder of
a beneficial interest in the Issuer, the Managing Member or the Indenture
Trustee or of (c) any successor or assign of the Indenture Trustee or the
Managing Member in their individual capacities, except as any such Person may
have expressly agreed 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.

         It is the intent of the Issuer, the Servicer, the Noteholders and the
Note Owners that, for purposes of Federal and State income tax and any other tax
measured in whole or in part by income, the Notes will qualify as indebtedness
of the Issuer. Each Noteholder or Note Owner, by acceptance of a Note, or, in
the case of a Note Owner, a beneficial interest in a Note, agrees to treat, and
to take no action inconsistent with the treatment of, the Notes for such tax
purposes as indebtedness of the Issuer.

         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.

                                      A-2-4

<PAGE>

         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 Related Documents, neither [___________________], in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees, 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 Indenture Trustee for the sole purposes of binding the interests of the
Indenture Trustee in the assets of the Issuer. The Noteholder, by the acceptance
hereof, and each Note Owner by the acceptance of a beneficial interest herein,
each agrees that, except as expressly provided in the Related Documents, in the
case of an Event of Default under the Indenture, the Noteholder and Note Owner
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.

                                      A-2-5

<PAGE>

                                   ASSIGNMENT

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

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

                         (name and address of assignee)

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

Dated: _____________                          _______________________________ */
       Signature Guaranteed:

       ________________________________________

         Signatures must be guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar, which requirements include
membership or participation in STAMP or such other "signature guarantee program"
as may be determined by the Note Registrar in addition to, or in substitution
for, STAMP, all in accordance with the Securities Exchange Act of 1934, as
amended.

______________________

*/       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.

                                      A-2-6

<PAGE>

                                                                       EXHIBIT B
                                                                    to Indenture

                    FORM OF SECTION 3.9 OFFICERS' CERTIFICATE

____________,                                                              _____

[_________________]
[______________________]
[______________________]

Attention:  [___________________]

         Pursuant to Section 3.9 of the Indenture, dated as of [__________] (the
"Indenture"), between GE COMMERCIAL EQUIPMENT FINANCING, LLC, Series 2003-1 (the
"Issuer") and JPMORGAN CHASE BANK, as Indenture Trustee, the undersigned hereby
certify that:

                           (i)      a review of the activities of the Issuer
                  during the previous fiscal year and of performance under the
                  Indenture has been made under the supervision of the
                  undersigned; and

                           (ii)     to the best knowledge of the undersigned,
                  based on such review, the Issuer has complied with all
                  conditions and covenants under the Indenture throughout such
                  year. [or, if there has been a default in the compliance of
                  any such condition or covenant, this certificate is to specify
                  each such default known to the undersigned and the nature and
                  status thereof]

                                       GE COMMERCIAL EQUIPMENT FINANCING
                                       LLC, SERIES 2003-1

                                       By: CEF Equipment Holding, L.L.C.
                                       its Managing Member

                                       By: _____________________________________
                                           Name:________________________________
                                           Title:_______________________________

                                       B-1

<PAGE>

                                                                       EXHIBIT C
                                                                    to Indenture

             Form of Noteholder's Statement Pursuant to Section 8.4

Payment Date:

AMOUNT OF PRINCIPAL BEING PAID ON NOTES:

Class A-1 Notes:           ($_______ per $1,000 original principal amount)

Class A-2 Notes:           ($_______ per $1,000 original principal amount)

Class A-3 Notes:           ($_______ per $1,000 original principal amount)

Class A-4 Notes:           ($_______ per $1,000 original principal amount)

Class B Notes:             ($_______ per $1,000 original principal amount)

AMOUNT OF INTEREST BEING PAID IN NOTES:

Class A-1 Notes:           ($_______ per $1,000 original principal amount)

Class A-2 Notes:           ($_______ per $1,000 original principal amount)

Class A-3 Notes:           ($_______ per $1,000 original principal amount)

Class A-4 Notes:           ($_______ per $1,000 original principal amount)

Class B Notes:             ($_______ per $1,000 original principal amount)

POOL BALANCE AT END OF THE PRECEDING COLLECTION PERIOD:

AFTER GIVING EFFECT TO DISTRIBUTIONS ON THIS PAYMENT DATE:

         (2)      Outstanding Principal Balance of Class A-1 Notes:

         (3)      Outstanding Principal Balance of Class A-2 Notes:

         (4)      Outstanding Principal Balance of Class A-3 Notes:

                                       C-1

<PAGE>

         (5)      Outstanding Principal Balance of Class A-4 Notes:

         (6)      Outstanding Principal Balance of Class B Notes:

         (7)      Class A-1 Note Pool Factor:

         (8)      Class A-2 Note Pool Factor:

         (9)      Class A-3 Note Pool Factor:

         (10)     Class A-4 Note Pool Factor:

         (11)     Class B Note Pool Factor:

(ii)     Amount of Servicing Fee:           ($_______ per $1,000 original
                                            principal amount)

(iii)    Amount of Servicer Advances:       ($_______ per $1,000 original
                                            principal amount)

(iv)     Amount of Administration Fee:      ($_______ per $1,000 original
                                            principal amount)

(v)      Aggregate amount of outstanding principal balance of Loans that become
         Liquidated Loans for the Collection Period:

(vi)     Aggregate amount of the portion of the outstanding principal balance of
         Loans written off in respect of Loans that became Defaulted Loans for
         such Collection Period:

(vii)    Aggregate Purchase Amounts for the Collection Period:

(x)      [______________________]

Attention: [________________________]

                                       C-2

<PAGE>

                                   SCHEDULE 1
                                  to Indenture

              PERFECTION REPRESENTATIONS, WARRANTIES AND COVENANTS

In addition to the representations, warranties and covenants contained in the
Indenture, to induce the Indenture Trustee to enter into the Indenture, the
Issuer hereby represents, warrants, and covenants to Indenture Trustee on behalf
of the Noteholders as to itself as follows, on the Closing Date:

                                     General

         1.       The Indenture creates a valid and continuing security interest
(as defined in the applicable UCC) in the Collateral in favor of the Indenture
Trustee, which security interest is prior to all other Liens, and is enforceable
as such as against creditors of and purchasers from the Issuer.

         2.       The Loans constitute "accounts," "general intangibles,"
"instruments," or "tangible chattel paper," within the meaning of the UCC as in
effect in the State of New York.

         3.       The Issuer has taken all steps necessary to perfect its
security interest against the Purchaser in the property securing the Loans that
constitute chattel paper.

                                    Creation

         4.       The Issuer owns and has good and marketable title to the Loans
free and clear of any Lien, claim or encumbrance of any Person, excepting only
liens for taxes, assessments or similar governmental charges or levies incurred
in the ordinary course of business that are not yet due and payable or as to
which any applicable grace period shall not have expired, or that are being
contested in good faith by proper proceedings and for which adequate reserves
have been established, but only so long as foreclosure with respect to such a
lien is not imminent and the use and value of the property to which the Lien
attaches is not impaired during the pendency of such proceeding.

                                   Perfection

         5.       The Issuer has caused or will have caused, within ten days
after the effective date of the Indenture, the filing of all appropriate
financing statements in the proper filing office in the appropriate
jurisdictions under applicable law in order to perfect the sale of the Loans
from Purchaser to the Issuer, and the security interest in the Loans granted to
the Indenture Trustee hereunder and all financing statements referred to in this
paragraph contain a statement that: "A purchase of or security interest in any
collateral described in this financing statement will violate the rights of the
Indenture Trustee.".

         6.       With respect to Loans that constitute an instrument or
tangible chattel paper, either:

<PAGE>

                  (a)      Such instruments or tangible chattel paper are in the
         possession of a custodian and the Indenture Trustee has received a
         written acknowledgment from the custodian that the custodian is holding
         such instruments or tangible chattel paper to effect the Indenture
         Trustee's security interest therein; or

                  (b)      A custodian received possession of such instruments
         or tangible chattel paper after the Indenture Trustee received a
         written acknowledgment from such custodian that such custodian is
         acting to effect the Indenture Trustee's security interest therein.

         7.       With respect to the Trust Accounts and all subaccounts that
constitute deposit accounts the Issuer has delivered to the Indenture Trustee a
fully executed agreement pursuant to which the bank maintaining the deposit
accounts has agreed to comply with all instructions originated by the Indenture
Trustee directing disposition of the funds in the Trust Accounts without further
consent by the Issuer.

                                    Priority

         8.       Other than the transfer of the Loans to the Issuer under the
Purchase and Sale Agreement and the security interest granted to the Indenture
Trustee pursuant to the Indenture, neither the Issuer nor the Purchaser has
pledged, assigned, sold, granted a security interest in, or otherwise conveyed
any of the Loans or the Trust Accounts or any subaccount thereof. Neither the
Issuer nor the Purchaser has authorized the filing of, or is aware of any
financing statements against the Issuer or the Purchaser that include a
description of collateral covering the Loans or the Trust Accounts or any
subaccount thereof other than any financing statement relating to the security
interest granted to the Indenture Trustee hereunder or that has been terminated.

         9.       Survival of Perfection Representations. Notwithstanding any
other provision of the Indenture or any other Related Document, the Perfection
Representations contained in this Schedule shall be continuing, and remain in
full force and effect until such time as all Notes under the Indenture have been
finally and fully paid and performed.

         10.      No Waiver. The parties to the Indenture: (i) shall not,
without obtaining a confirmation of the then-current rating of the Notes, waive
any of the Perfection Representations; (ii) shall provide the Ratings Agencies
with prompt written notice of any breach of the Perfection Representations, and
(iii) shall not, without obtaining a confirmation of the then-current rating of
the Notes (as determined after any adjustment or withdrawal of the ratings
following notice of such breach) waive a breach of any of the Perfection
Representations.

         11.      Issuer to Maintain Perfection and Priority. The Issuer
covenants that, in order to evidence the interests of the Issuer and the
Indenture Trustee under this Agreement, the Issuer shall or shall cause the
Servicer to, take such action, or execute and deliver such instruments (other
than effecting a Filing (as defined below), unless such Filing is effected in
accordance with this paragraph) as may be necessary or advisable (including,
without limitation, such actions as are requested by the Indenture Trustee) to
maintain and perfect, as a first priority interest, the Indenture Trustee's
security interest in the Collateral. The Issuer shall cause the Servicer to,
from time to time and within the time limits established by law, prepare and
present to the Indenture Trustee for the Indenture Trustee to authorize (based
in reliance on the Opinion

                                   Schedule 1

                                        2

<PAGE>

of Counsel hereinafter provided for) the Servicer to file all financing
statements, amendments, continuations, initial financing statements in lieu of a
continuation statement, terminations, partial terminations, releases or partial
releases, or any other filings necessary or advisable to continue, maintain and
perfect the Indenture Trustee's security interest in the Collateral as a
first-priority interest (each a "Filing"). The Issuer shall cause the Servicer
to, present each such Filing to the Indenture Trustee together with (x) an
Opinion of Counsel to the effect that such Filing is (i) consistent with grant
of the security interest to the Indenture Trustee pursuant to the Granting
Clause of this Indenture, (ii) satisfies all requirements and conditions to such
Filing in this Indenture and (iii) satisfies the requirements for a Filing of
such type under the Uniform Commercial Code in the applicable jurisdiction (or
if the Uniform Commercial Code does not apply, the applicable statute governing
the perfection of security interests), and (y) a form of authorization for the
Issuer's signature authorizing the Servicer to effect such Filing under the
Uniform Commercial Code without the signature of the Issuer where allowed by
applicable law.

                                   Schedule 1

                                        3