<PAGE>

                                                                     EXHIBIT 4.1

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






              CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE TRUST,

                                      Trust

                                       and

                      U.S. BANK TRUST NATIONAL ASSOCIATION,

                  Indenture Trustee and Securities Intermediary

                                       and

                               CONSECO BANK, INC.

                                    Servicer

                                    FORM OF

                                MASTER INDENTURE

                             Dated as of May 1, 2001







--------------------------------------------------------------------------------
<PAGE>

                                    ARTICLE I

                                   DEFINITIONS

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<CAPTION>

<S>               <C>                                                                         <C>
Section 1.01      Definitions..................................................................3

Section 1.02.     Other Definitional Provisions...............................................15

                                   ARTICLE II

                                    THE NOTES

Section 2.01.     Form Generally..............................................................16

Section 2.02.     Denominations...............................................................17

Section 2.03.     Execution, Authentication and Delivery......................................17

Section 2.04.     Authenticating Agent........................................................18

Section 2.05.     Registration of and Limitations on Transfer and Exchange of Notes...........18

Section 2.06.     Mutilated, Destroyed, Lost or Stolen Notes..................................20

Section 2.07.     Persons Deemed Owners.......................................................21

Section 2.08.     Appointment and Duties of Paying Agent......................................21

Section 2.09.     Access to List of Noteholders' Names and Addresses..........................21

Section 2.10.     Cancellation................................................................22

Section 2.11.     Release of Collateral.......................................................22

Section 2.12.     New Issuances...............................................................22

Section 2.13.     Book-Entry Notes............................................................24

Section 2.14.     Notices to Clearing Agency or Foreign Clearing Agency.......................25

Section 2.15.     Definitive Notes............................................................25

Section 2.16.     Global Note; Euro-Note Exchange Date........................................25

Section 2.17.     Meetings of Noteholders.....................................................26

Section 2.18.     Uncertificated Classes......................................................26

                                   ARTICLE III

                     REPRESENTATIONS AND COVENANTS OF TRUST

Section 3.01.     Payment of Principal and Interest...........................................26

Section 3.02.     Maintenance of Office or Agency.............................................26

Section 3.03.     Money for Note Payments to Be Held in Trust.................................27

Section 3.04.     Existence...................................................................28

Section 3.05.     Protection of Trust.........................................................28

Section 3.06.     Opinions as to Collateral...................................................29

Section 3.07.     Performance of Obligations; Servicing of Receivables........................30
</TABLE>

                                       i
<PAGE>

                          TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>

<S>               <C>                                                                         <C>
Section 3.08.     Negative Covenants..........................................................31

Section 3.09.     Statements as to Compliance.................................................32

Section 3.10.     Trust May Consolidate, Etc., Only on Certain Terms..........................32

Section 3.11.     Successor Substituted.......................................................33

Section 3.12.     No Other Business...........................................................34

Section 3.13.     No Borrowing................................................................34

Section 3.14.     Servicer's Obligations......................................................34

Section 3.15.     Guarantees, Loans, Advances and Other Liabilities...........................34

Section 3.16.     Capital Expenditures........................................................34

Section 3.17.     Removal of Administrator....................................................34

Section 3.18.     Restricted Payments.........................................................34

Section 3.19.     Notice of Events of Default.................................................35

Section 3.20.     Further Instruments and Acts................................................35

Section 3.21.     Tax Treatment...............................................................35

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01.     Satisfaction and Discharge of this Indenture................................35

Section 4.02.     Application of Trust Money..................................................36

                                    ARTICLE V

                   AMORTIZATION EVENTS, DEFAULTS AND REMEDIES

Section 5.01.     Amortization Events.........................................................37

Section 5.02.     Events of Default...........................................................37

Section 5.03.     Acceleration of Maturity; Rescission and Annulment..........................38

Section 5.04.     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee...39

Section 5.05.     Remedies; Priorities........................................................41

Section 5.06.     Optional Preservation of the Collateral.....................................42

Section 5.07.     Limitation on Suits.........................................................43

Section 5.08.     Unconditional Rights of Noteholders to Receive Principal and Interest.......44

Section 5.09.     Restoration of Rights and Remedies..........................................44

Section 5.10.     Rights and Remedies Cumulative..............................................44

Section 5.11.     Delay or Omission Not Waiver................................................44

Section 5.12.     Control By Noteholders......................................................44
</TABLE>

                                       ii
<PAGE>

                          TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>

<S>               <C>                                                                         <C>
Section 5.13.     Waiver of Past Defaults.....................................................45

Section 5.14.     Undertaking for Costs.......................................................45

Section 5.15.     Waiver of Stay or Extension Laws............................................45

Section 5.16.     Sale of Receivables.........................................................46

Section 5.17.     Action on Notes.............................................................46

Section 5.18.     Indenture Trustee May Enforce Claims Without Possession of Notes............46

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01.     Duties of the Indenture Trustee.............................................46

Section 6.02.     Notice of Amortization Event, Reinvestment Event or Event of Default........48

Section 6.03.     Rights of Indenture Trustee.................................................48

Section 6.04.     Not Responsible for Recitals or Issuance of Notes...........................49

Section 6.05.     May Hold Notes..............................................................50

Section 6.06.     Money Held in Trust.........................................................50

Section 6.07.     Compensation, Reimbursement and Indemnification.............................50

Section 6.08.     Replacement of Indenture Trustee............................................50

Section 6.09.     Successor Indenture Trustee by Merger.......................................51

Section 6.10.     Appointment of Co-Indenture Trustee or Separate Indenture Trustee...........52

Section 6.11.     Eligibility; Disqualification...............................................53

Section 6.12.     Preferential Collection of Claims Against...................................53

Section 6.13.     Tax Returns.................................................................53

Section 6.14.     Representations and Covenants of the Indenture Trustee......................53

Section 6.15.     Custody of the Collateral...................................................54

                                   ARTICLE VII

                        NOTEHOLDERS' LIST AND REPORTS BY

                           INDENTURE TRUSTEE AND TRUST

Section 7.01.     Trust to Furnish Indenture Trustee Names and Addresses of Noteholders.......55

Section 7.02.     Preservation of Information; Communications to Noteholders..................55

Section 7.03.     Reports by Trust............................................................55

Section 7.04.     Reports by Indenture Trustee................................................56
</TABLE>

                                      iii
<PAGE>

                          TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>

                                  ARTICLE VIII

                    ALLOCATION AND APPLICATION OF COLLECTIONS

<S>               <C>                                                                         <C>
Section 8.01.     Collection of Money.........................................................56

Section 8.02.     Rights of Noteholders.......................................................56

Section 8.03.     Establishment of Collection Account and Special Funding Account.............56

Section 8.04.     Collections and Allocations.................................................59

Section 8.05.     Shared Principal Collections and Shared Transferor Principal Collections....60

Section 8.06.     Additional Withdrawals from the Collection Account..........................61

Section 8.07.     Allocation of Collateral to Pools...........................................61

Section 8.08a     Reallocation Groups.........................................................61

Section 8.08b     Shared Enhancement Groups...................................................61

Section 8.08c     Excess Finance Charge Sharing Groups........................................62

Section 8.09.     Release of Collateral.......................................................62

Section 8.10.     Opinion of Counsel..........................................................63

                                   ARTICLE IX

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

                                    ARTICLE X

                             SUPPLEMENTAL INDENTURES

Section 10.01.    Supplemental Indentures Without Consent of Noteholders......................63

Section 10.02.    Supplemental Indentures with Consent of Noteholders.........................65

Section 10.03.    Execution of Supplemental Indentures........................................66

Section 10.04.    Effect of Supplemental Indenture............................................66

Section 10.05.    Conformity with Trust Indenture Act.........................................66

Section 10.06.    Reference in Notes to Supplemental Indentures...............................66

                                   ARTICLE XI

                                   TERMINATION

Section 11.01.    Termination of Trust........................................................67

Section 11.02.    Final Distribution..........................................................67

Section 11.03.    Defeasance..................................................................68
</TABLE>

                                       iv
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                          TABLE OF CONTENTS (cont'd.)

<TABLE>
<CAPTION>

                                   ARTICLE XII

                                  MISCELLANEOUS

<S>               <C>                                                                         <C>
Section 12.01.    Compliance Certificates and Opinions etc....................................69

Section 12.02.    Form of Documents Delivered to Indenture Trustee............................70

Section 12.03.    Acts of Noteholders.........................................................71

Section 12.04.    Notices, Etc. to Indenture Trustee and Trust................................72

Section 12.05.    Notices to Noteholders; Waiver..............................................72

Section 12.06.    Alternate Payment and Notice Provisions.....................................73

Section 12.07.    Conflict with Trust Indenture Act...........................................73

Section 12.08.    Effect of Headings and Table of Contents....................................73

Section 12.09.    Successors and Assigns......................................................73

Section 12.10.    Separability................................................................73

Section 12.11.    Benefits of Indenture.......................................................73

section 12.12     GOVERNING LAW...............................................................73

Section 12.13.    Counterparts................................................................73

Section 12.14.    Trust Obligation............................................................74

Section 12.15.    No Petition.................................................................74

Section 12.16     Limitation of Liability.....................................................74
</TABLE>

                                       v
<PAGE>

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

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                      ACT OF 1939 AND INDENTURE PROVISIONS*

Trust Indenture
  Act Section                                    Indenture Section
---------------                                  -----------------
   310(a)(1).................................            6.11
      (a)(2).................................            6.11
      (a)(3).................................            6.10
      (a)(4).................................       Not Applicable
      (a)(5).................................            6.11
      (b)....................................            6.08, 6.11
      (c)....................................       Not Applicable
   311(a)....................................            6.12
      (b)....................................            6.12
      (c)....................................       Not Applicable
   312(a)....................................            7.01, 7.02(a)
      (b)....................................            7.02(b)
      (c)....................................            7.02(c)
   313(a)....................................            7.04
      (b)....................................            7.04
      (c)....................................            7.03, 7.04
      (d)....................................            7.04
   314(a)....................................            3.09, 7.03(a)
      (b)....................................            3.06
      (c)(1).................................            2.11, 8.09(c), 12.01(a)
      (c)(2).................................            2.11, 8.09(c), 12.01(a)
      (c)(3).................................            2.11, 8.09(c), 12.01(a)
      (d)(1).................................            2.11, 8.09(c), 12.01(b)
      (d)(2).................................       Not Applicable
      (d)(3).................................       Not Applicable
      (e)....................................           12.01(a)
   315(a)....................................            6.01(b)
      (b)....................................            6.02
      (c)....................................            6.01(c)
      (d)....................................            6.01(d)
      (d)(1).................................            6.01(d)
      (d)(2).................................            6.01(d)
      (d)(3).................................            6.01(d)
      (e)....................................            5.14
   316(a)(1)(A)..............................            5.12
   316(a)(1)(B)..............................            5.13
   316(a)(2).................................       Not Applicable
   316(b)....................................            5.08
   317(a)(1).................................            5.04(a)
   317(a)(2).................................            5.04(d)
   317(b)....................................            3.03, 5.04(a)
   318(a)....................................           12.07


-------------------
*This reconciliation and tie shall not, for any purpose, be deemed to be part of
 the within indenture.
<PAGE>

                  This MASTER INDENTURE, dated as of May 1, 2001 (herein, as
amended, modified or supplemented from time to time as permitted hereby, called
the "Master Indenture"), among CONSECO PRIVATE LABEL CREDIT CARD MASTER NOTE
TRUST, a business trust organized under the laws of Delaware (herein, together
with its permitted successors and assigns, called the "Trust" or the "Trust"),
U.S. BANK TRUST NATIONAL ASSOCIATION, a national banking association, as
indenture trustee (herein, together with its successors in the trusts hereunder,
called the "Indenture Trustee") and securities intermediary and CONSECO BANK,
INC., a Utah industrial loan corporation, as Servicer (the "Servicer"). This
Indenture may be supplemented at any time and from time to time by an Indenture
Supplement in accordance with Article X hereof (an "Indenture Supplement", and
any Indenture Supplement together with this Indenture and amendments hereof
collectively referred to as the "Indenture"). If a conflict exists between the
terms and provisions of this Master Indenture and any Indenture Supplement, the
terms and provisions of the Indenture Supplement shall be controlling with
respect to the related Series.

                              PRELIMINARY STATEMENT

                  The Trust has duly authorized the execution and delivery of
this Indenture to provide for the issuance of its asset backed notes (the
"Notes") as provided in this Indenture. All covenants and agreements made by the
Trust herein are for the benefit and security of the Noteholders. The Trust is
entering into this Indenture, and the Indenture Trustee is accepting the trusts
created hereby, for good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged.

                  Simultaneously with the delivery of this Indenture, the Trust
is entering into the Transfer and Servicing Agreement with Conseco Bank, Inc., a
Utah industrial loan corporation and Conseco Finance Credit Card Funding Corp.,
a Minnesota corporation, as Transferors (in such capacity, each a " Transferor"
and collectively, together with any additional transferors, the "Transferors"),
and Conseco Bank, Inc., as Servicer (in such capacity, the "Servicer"), pursuant
to which (a) the Transferors will convey to the Trust all of their right, title
and interest in, to and under the Receivables and (b) the Servicer will agree to
service the Receivables and make collections thereon on behalf of the
Noteholders.

                                GRANTING CLAUSES

To secure the due and punctual payment by the Trust of the principal of (and
premium, if any) and interest on the Notes, amounts due to Series Enhancers
under the Series Enhancements as provided in the Indenture Supplements and all
other amounts due and payable under this Master Indenture or any Indenture
Supplement or under any Series Enhancement (collectively, the "Secured
Obligations") when and as the same shall become due and payable, whether on
demand for payment or on a Payment Date, Expected Principal Payment Date or a
Redemption Date, at the Stated Maturity Date or by declaration of acceleration,
call for redemption or otherwise, according to the terms of this Master
Indenture, the applicable Indenture Supplement and the Notes or the Series
Enhancements, the Trust hereby Grants to the Indenture Trustee, for the benefit
of the Holders of the Notes and to the extent and as provided for in the
relevant Indenture Supplements, the Series Enhancers, all of the Trust's right,
title and interest, whether now owned or hereafter acquired, in, to and under
the following:

                  (i) in the case of Receivables existing or arising in the
         Initial Accounts (including Transferred Accounts and Related Accounts
         related to such Initial Accounts), the Receivables existing at the
         close of business on the Initial Cut-Off Date, and thereafter created
         from time to time in the Initial Accounts (including Transferred
         Accounts and Related Accounts included in such Initial Accounts) until
         the termination of the Trust,
<PAGE>

                  (ii) in the case of Receivables existing or arising in
         Additional Accounts (including Transferred Accounts and Related
         Accounts related to such Additional Accounts), the Receivables existing
         at the close of business on the applicable Addition Cut-Off Date and
         thereafter created from time to time until the termination of the
         Trust,

                  (iii) the Recoveries allocable to the Trust including any
         amount realized as a result of the foreclosure or other enforcement of
         any Related Security;

                  (iv) all rights, title and interest in and to any Merchant
         Termination Payments;

                  (v) all rights to payment and amounts due or to become due
         with respect to all of the foregoing;

                  (vi) all money, instruments, investment property and other
         property (together with all earnings, dividends, distributions, income,
         issues, and profits relating thereto) distributed or distributable in
         respect of the Receivables pursuant to the terms of the Transfer and
         Servicing Agreement, this Indenture and each Indenture Supplement;

                  (vii) all Eligible Investments and all money, investment
         property, instruments and other property on deposit from time to time
         in, credited to or related to the Collection Account, the Series
         Accounts and the Special Funding Account (including any subaccounts of
         such account), (together with all earnings, dividends, distributions,
         income, issues and profits relating thereto);

                  (viii) any property conveyed to the Trust pursuant to any
         Participation Interest Supplement;

                  (ix) all Series Enhancements;

                  (x) all rights, remedies, powers, privileges and claims of the
         Trust under or with respect to the Transfer and Servicing Agreement and
         the Receivables Purchase Agreements (whether arising pursuant to the
         terms of the Transfer and Servicing Agreement and the Receivables
         Purchase Agreements or otherwise available to the Trust at law or in
         equity), including, without limitation, the rights of the Trust to
         enforce the Transfer and Servicing Agreement and the Receivables
         Purchase Agreements, and to give or withhold any and all consents,
         requests, notices, directions, approvals, extensions or waivers under
         or with respect to the Transfer and Servicing Agreement and the
         Receivables Purchase Agreements to the same extent as the Trust could
         but for the assignment and security interest granted to the Indenture
         Trustee for the benefit of the Noteholders and, to the extent and as
         provided for in the relevant Indenture Supplements, the Series
         Enhancers;

                  (xi) all rights, remedies, powers, privileges and claims of
         the Trust under or with respect to any of the Merchant Agreements,
         including, without limitation, the rights of the Trust to enforce the
         Merchant Agreement for purposes of collecting any Merchant Termination
         Payments; and

                  (xii) all accounts, money, chattel paper, investment property,
         instruments, documents, deposit accounts, certificates of deposit,
         letters of credit, advices of credit, general intangibles and goods
         consisting of, arising from or relating to any of the foregoing.

                                       2
<PAGE>

                  Such property, together with all present and future claims,
demands, causes and choses in action in respect of any or all of the foregoing
and all payments on or under and all proceeds of every kind and nature
whatsoever in respect of any or all of the foregoing, including all proceeds,
products, rents, receipts or profits of the conversion, voluntary or
involuntary, into cash or other property, all cash and non-cash proceeds, and
other property consisting of, arising from or relating to all or any part of any
of the foregoing or any proceeds (including "proceeds" as defined in the UCC)
thereof, but in each case excluding the interest in the assets of the Trust
represented by the Transferors' Interest and the amounts distributable with
respect thereto, shall constitute the "Collateral."

                  Such Grants are made in trust to secure the Notes equally and
ratably without prejudice, priority or distinction, except as expressly provided
in this Indenture and the Indenture Supplements, between any Note and any other
Notes, and to secure the other Secured Obligations; provided, that unless and to
the extent provided for in an Indenture Supplement for any Series, the security
interest granted above in the Series Accounts and Series Enhancement for a
particular Series shall be to secure the Notes for such Series only and, to the
extent provided in the Indenture Supplement for such Series, the Series
Enhancers.

                  The Indenture Trustee as Indenture Trustee on behalf of the
Noteholders acknowledges such Grants, accepts the trusts hereunder in accordance
with the provisions hereof and agrees to perform the duties herein required to
the end that the interests of the Noteholders may be adequately and effectively
protected.

                                LIMITED RECOURSE

                  The obligation of the Trust to make payments of principal of
(and premium, if any) and interest on the Notes and to make payments to the
Series Enhancers under the Series Enhancements is limited by recourse only to
the Trust Estate and only to the extent proceeds and distributions on the Trust
Estate are allocated for their benefit under the terms of this Indenture, the
Indenture Supplements and the Series Enhancements.

                                   ARTICLE I

                                   DEFINITIONS

                  Section 1.01. Definitions.

                  Whenever used in this Indenture, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms.

                  "Accumulation Period" shall mean, with respect to any Series,
or any Class within a Series, a period following the Revolving Period or, as
defined with respect to a Series or Class in the related Indenture Supplement, a
Redemption Period, during which Collections of Principal Receivables are
accumulated in an account for the benefit of the Noteholders of such Series or
Class within such Series, which shall be the controlled accumulation period, the
early accumulation period, the optional accumulation period, the partial
accumulation period or other accumulation period, in each case as defined with
respect to such Series in the related Indenture Supplement.

                                       3
<PAGE>

                  "Act" shall have the meaning specified in subsection 12.03(a).

                  "Adjusted Pool Principal Balance" shall, with respect to any
Series, have the meaning specified in the applicable Indenture Supplement.

                  "Administration Agreement" shall mean the Administration
Agreement, dated as of May 1, 2001 between the Trust and the Administrator, as
the same may be amended, supplemented or otherwise modified from time to time.

                  "Administrator" shall mean Conseco Bank, Inc., or its
permitted successors and assigns, or any successor Administrator under the
Administration Agreement.

                  "Adverse Effect" shall have the meaning specified in the
Transfer and Servicing Agreement.

                  "Aggregate Investor Percentage" shall mean, with respect to
Principal Receivables, Finance Charge Receivables and Defaulted Receivables
relating to a particular Pool, as the case may be, as of any date of
determination, the sum of such Investor Percentages (as such term is defined in
the related Indenture Supplements) of all Series of Notes relating to such Pool
issued and outstanding on such date of determination; provided, however, that
the Aggregate Investor Percentage shall not exceed 100%.

                  "Allocation Amount" shall mean, with respect to any Series and
for any date, an amount equal to the allocation amount or adjusted allocation
amount, as applicable, specified in the related Indenture Supplement.

                  "Amortization Event" shall mean, with respect to any Series, a
Trust Amortization Event or a Series Amortization Event.

                  "Amortization Period" shall mean, with respect to any Series,
or any Class within a Series, a period following the Revolving Period during
which Collections of Principal Receivables are distributed to Noteholders, which
shall be the controlled amortization period, the rapid amortization period, the
optional amortization period, the partial amortization period or other
amortization period, in each case as defined with respect to such Series in the
related Indenture Supplement.

                  "Applicants" shall have the meaning specified in Section 2.09.

                  "Authorized Officer" shall mean:

                  (a) with respect to the Trust, any officer of the Owner
         Trustee who is authorized to act for the Owner Trustee in matters
         relating to the Trust and who is identified on the list of Authorized
         Officers, containing the specimen signature of each such Person,
         delivered by the Owner Trustee to the Indenture Trustee on the Closing
         Date (as such list may be modified or supplemented from time to time
         thereafter) and any officer of the Administrator who is authorized to
         act for the Administrator in matters relating to the Trust and to be
         acted upon by the Administrator pursuant to the Administration
         Agreement and who is identified on the list of Authorized Officers
         (containing the specimen signatures of such officers) delivered by the
         Administrator to the Indenture Trustee on the Closing Date (as such
         list may be modified or supplemented from time to time thereafter).

                  (b) with respect to a Transferor, any officer of such
         Transferor who is authorized to act for the Transferor in matters
         relating to the Transferor and who is identified on the list of

                                       4
<PAGE>

         Authorized Officers, containing the specimen signature of each such
         Person, delivered by such Transferor to the Indenture Trustee on the
         Closing Date (as such list may be modified or supplemented from time to
         time thereafter)

                  (c) with respect to the Servicer, any officer of the Servicer
         who is authorized to act for the Servicer in matters relating to the
         Servicer and who is identified on the list of Authorized Officers,
         containing the specimen signature of each such Person, delivered by the
         Servicer to the Indenture Trustee on the Closing Date (as such list may
         be modified or supplemented from time to time thereafter)

                  "Bank" shall mean, collectively, Conseco Bank, Inc. and Green
Tree Retail Services Bank, Inc., and their successors and permitted assigns.

                  "Bearer Notes" shall have the meaning specified in Section
2.01.

                  "Beneficial Owner" shall mean, 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 Foreign Clearing Agency, or on the books of a
Person maintaining an account with such Clearing Agency or Foreign Clearing
Agency (directly as a Clearing Agency Participant or as an Indirect Participant,
in accordance with the rules of such Clearing Agency or Foreign Clearing
Agency).

                  "Book-Entry Notes" shall mean beneficial interests in the
Notes, ownership and transfers of which shall be made through book entries by a
Clearing Agency or Foreign Clearing Agency as described in Section 2.13.

                  "Class" shall mean, with respect to any Series, any one of the
classes of Notes of that Series.

                  "Clearing Agency" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Securities Exchange Act of
1934, as amended, and serving as clearing agency for a Series or Class of
Book-Entry Notes.

                  "Clearing Agency Participant" shall mean 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.

                  "Clearstream" shall mean Clearstream Banking, societe anonyme,
a professional depository incorporated under the laws of Luxembourg, and its
successors.

                  "Closing Date" shall mean, with respect to any Series, the
closing date specified in the related Indenture Supplement.

                  "Code" shall mean the Internal Revenue Code of 1986, as
amended.

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

                  "Collection Account" shall have the meaning specified in
Section 8.03.

                  "Commission" shall mean the Securities and Exchange Commission
and its successors in interest.

                                       5
<PAGE>

                  "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, which office at date of the execution of this Agreement
is located at 180 East Fifth Street, Saint Paul, Minnesota 55101, Attention:
Corporate Trust Administration (facsimile no. (651) 244-0089) or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Transferors, 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 Transferors).

                  "Coupon" shall have the meaning specified in Section 2.01.

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

                  "Defeasance" shall have the meaning specified in subsection
11.03(a).

                  "Defeased Series" shall have the meaning specified in
subsection 11.03(a).

                  "Definitive Notes" shall mean Notes in definitive, fully
registered form.

                  "Deposit Date" shall mean each day on which the Servicer
deposits Collections in the Collection Account.

                  "Determination Date" shall mean, unless otherwise specified in
the Indenture Supplement for a particular Series, the earlier of the third
Business Day and the fifth calendar day (or if the fifth calendar day is not a
Business Day, then the preceding Business Day) preceding the fifteenth day of
each calendar month.

                  "Dollars," "$" or "U.S. $" shall mean United States dollars.

                  "DTC" shall mean The Depository Trust Company.

                  "Eligible Deposit Account" shall mean either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee for
funds deposited in such account, so long as any of the unsecured, unguaranteed
senior debt securities of such depository institution shall have a credit rating
from each Rating Agency in one of its generic credit rating categories that
signifies investment grade.

                  "Eligible Institution" shall mean any depository institution
(which may be the Owner Trustee or the Indenture Trustee) organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or any domestic branch of a foreign bank), which
depository institution at all times (a) is a member of the FDIC and (b) has (i)
a long-term unsecured debt rating acceptable to the Rating Agency or (ii) a
certificate of deposit rating acceptable to the Rating Agency. Notwithstanding
the previous sentence any institution the appointment of which satisfies the
Rating Agency Condition shall be considered an Eligible Institution. If so
qualified, the Servicer may be considered an Eligible Institution for the
purposes of this definition.

                  "Eligible Investments" shall mean instruments, investment
property or other property with respect to any of the following:

                                       6
<PAGE>

                  (a) direct obligations of, or obligations fully guaranteed as
         to timely payment by, the United States of America;

                  (b) demand deposits, time deposits or certificates of deposit
         (having original maturities of no more than 365 days) of depository
         institutions or trust companies incorporated under the laws of the
         United States of America or any state thereof, including the District
         of Columbia (or domestic branches of foreign banks) and subject to
         supervision and examination by federal or state banking or depository
         institution authorities; provided that at the time of the Trust's
         investment or contractual commitment to invest therein, the short-term
         debt rating of such depository institution or trust company shall be in
         the highest rating category of Standard & Poor's and Moody's;

                  (c) commercial paper (having original or remaining maturities
         of no more than 30 days) having, at the time of the Trust's investment
         or contractual commitment to invest therein, a rating in the highest
         rating category of Standard & Poor's and Moody's;

                  (d) demand deposits, time deposits and certificates of deposit
         which are fully insured by the FDIC having, at the time of the Trust's
         investment therein, a rating in the highest rating category of Standard
         & Poor's and Moody's;

                  (e) bankers' acceptances (having original maturities of no
         more than 365 days) issued by any depository institution or trust
         company referred to in clause (b) above;

                  (f) money market funds having, at the time of the Trust's
         investment therein, a rating in the highest rating category of the
         Standard & Poor's and Moody's (including funds for which the Indenture
         Trustee or any of its Affiliates is investment manager or advisor);

                  (g) time deposits (having maturities not later than the
         succeeding Payment Date) other than as referred to in clause (d) above,
         with a Person the commercial paper of which has a credit rating
         satisfactory to Standard & Poor's and Moody's; or

                  (h) any other investment of a type or rating that satisfies
         the Rating Agency Condition.

                  "Enhancement Agreement" shall mean any agreement, instrument
or document governing the terms of any Series Enhancement or pursuant to which
any Series Enhancement is issued or outstanding.

                  "Euroclear Operator" shall mean Euroclear Bank S.A./N.V., as
operator of the Euroclear System or its successor as operator of such system or
any system that is a successor to such system.

                  "Event of Default" shall have the meaning specified in Section
5.02.

                  "Excess Finance Charge Collections" shall have the meaning
specified in Section 8.08c.

                  "Excess Finance Charge Sharing Group" shall mean all Excess
Finance Charge Sharing Series that have the same Excess Finance Charge Sharing
Group designation.

                  "Excess Finance Charge Sharing Series" shall mean a Series
that, pursuant to the Indenture Supplement therefor, is entitled to receive
certain excess Collections of Finance Charge

                                       7
<PAGE>

Receivables from other Series in the same Excess Finance Charge Sharing Group,
as more specifically set forth in such Indenture Supplement.

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

                  "Expected Principal Payment Date" shall mean, with respect to
any Series, the date or dates specified in the related Indenture Supplement.

                  "Finance Charge Shortfalls" shall have the meaning specified
in Section 8.08c.

                  "Foreclosure Remedy" shall have the meaning specified in
Sections 5.05(a)(iii) and (iv).

                  "Foreign Clearing Agency" shall mean Clearstream and the
Euroclear Operator.

                  "Global Note" shall have the meaning specified in Section
2.16.

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

                  "Group" shall mean, with respect to any Series, a group or
groups of Series (including any Reallocation Group, Excess Finance Charge
Sharing Group, Principal Sharing Group, Shared Enhancement Group or any other
Group established by an Indenture Supplement) in which the Indenture Supplement
for each such Series specifies such Series is to be included for the purpose of
sharing certain collections of Finance Charge Receivables and/or Principal
Receivables. A particular Series may be included in more than one Group if the
Indenture Supplement for such Series so provides.

                  "Indenture" shall mean this Master Indenture, dated as of May
1, 2001, among the Trust, the Servicer and the Indenture Trustee, as the same
may be amended, supplemented or otherwise modified from time to time and
including, with respect to any Series or Class, the related Indenture
Supplement.

                  "Indenture Supplement" shall mean, with respect to any Series,
a supplement to the Indenture, executed and delivered in connection with the
original issuance of the Notes of such Series pursuant to Section 10.01, and an
amendment to the Indenture executed pursuant to Sections 10.01 or 10.02, and, in
either case, including all amendments thereof and supplements thereto.

                  "Indenture Trustee" shall mean U.S. Bank Trust National
Association, a national banking association, in its capacity as trustee under
the Indenture, its successors in interest and any successor indenture trustee
under the Indenture.

                  "Independent" shall mean, when used with respect to any
specified Person, that the Person (a) is in fact independent of the Trust, any
other obligor upon the Notes, the Transferors and any Affiliate of any of the
foregoing Persons, (b) does not have any direct financial interest or any
material

                                       8
<PAGE>

indirect financial interest in the Trust, any such other obligor, the
Transferors or any Affiliate of any of the foregoing Persons and (c) is not
connected with the Trust, any such other obligor, the Transferors or any
Affiliate of any of the foregoing Persons as an officer, employee, promoter,
underwriter, trustee, partner, director or person performing similar functions.

                  "Independent Certificate" shall mean 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 12.01, made
by an Independent appraiser or other expert appointed by an Issuer Order, and
such opinion or certificate shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

                  "Indirect Participant" shall mean other Persons such as
securities brokers and dealers, banks and trust companies that clear or maintain
a custodial relationship with a participant of DTC, either directly or
indirectly.

                  "Invested Amount" shall mean, with respect to any Series and
for any date, an amount equal to the invested amount, unless the term "adjusted
invested amount" is applicable to such Series, specified in the related
Indenture Supplement.

                  "Investment Company Act" shall mean the Investment Company Act
of 1940, as amended.

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

                  "Merchant Agreement" shall have the meaning specified in the
Transfer and Servicing Agreement.

                  "Merchant Termination Payment" shall have the meaning
specified in the Transfer and Servicing Agreement.

                  "Monthly Period" shall mean, with respect to each Payment
Date, unless otherwise provided in an Indenture Supplement, the period from and
including the first day of the preceding calendar month to and including the
last day of such calendar month.

                  "New Issuance" shall have the meaning specified in Section
2.12.

                  "Note Interest Rate" shall mean, as of any particular date of
determination and with respect to any Series or Class, the interest rate as of
such date specified therefor in the related Indenture Supplement.

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

                  "Note Register" shall have the meaning specified in Section
2.05.

                  "Noteholder" or "Holder" shall mean the Person in whose name a
Note is registered on the Note Register and, if applicable, the holder of any
Bearer Note, Global Note, or Coupon, as the case

                                       9
<PAGE>

may be, or such other Person deemed to be a "Noteholder" or "Holder" in any
related Indenture Supplement.

                  "Notes" shall mean all Series of Notes issued by the Trust
pursuant to the Indenture and the applicable Indenture Supplement.

                  "Officer's Certificate" shall mean, unless otherwise specified
in this Agreement, a certificate delivered to the Indenture Trustee signed by
any Authorized Officer of the Trust, a Transferor, or Servicer, as applicable,
under the circumstances described in, and otherwise complying with, the
applicable requirements of Section 12.01.

                  "Opinion of Counsel" shall mean a written opinion of counsel,
who may be counsel for, or an employee of, the Person providing the opinion and
who shall be reasonably acceptable to the Indenture Trustee; provided, that a
Tax Opinion shall be an opinion of nationally recognized tax counsel.

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

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

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

                  (c) Notes deemed to be satisfied and discharged pursuant to
         Sections 4.01 or 11.03; and

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

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder, Notes owned by the Trust, any other obligor
upon the Notes, a Transferor, the Servicer or any Affiliate of any of the
foregoing Persons shall be disregarded and deemed not to be Outstanding, except
that, in determining whether the Indenture Trustee shall be protected in relying
upon any such request, demand, authorization, direction, notice, consent or
waiver, only Notes that a Responsible Officer of the Indenture Trustee 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 Trust, any other obligor
upon the Notes, a Transferor, the Servicer or any Affiliate of any of the
foregoing Persons. In making any such determination, the Indenture Trustee may
rely on the representations of the pledgee and shall not be required to
undertake any independent investigation.

                  "Outstanding Amount" means the aggregate principal amount of
all Notes Outstanding at the date of determination.

                                       10
<PAGE>

                  "Owner Trustee" shall mean Wilmington Trust Company, a
Delaware banking corporation, not in its individual capacity but solely in its
capacity as owner trustee under the Trust Agreement, its successors in interest
and any successor owner trustee under the Trust Agreement.

                  "Paired Series" shall mean (a) each Series which has been
paired with another Series (which Series may or may not be prefunded or
partially prefunded), such that the reduction of the Invested Amount or Adjusted
Invested Amount of such Series results in the increase of the Invested Amount of
such other Series, as described in the related Indenture Supplements, and (b)
such other Series.

                  "Paying Agent" shall mean any paying agent appointed pursuant
to Section 2.08 that meets the eligibility standards for the Indenture Trustee
specified in Section 6.11 and shall initially be the Indenture Trustee;
provided, that if the Indenture Supplement for a Series so provides, a different
or additional Paying Agent may be appointed with respect to such Series.

                  "Payment Date" shall mean, with respect to any Series, the
date specified in the applicable Indenture Supplement.

                  "Permitted Assignee" shall mean any Person who, if it were to
purchase Receivables (or interests therein) in connection with a sale thereof
pursuant to Section 5.05 would not cause the Trust to be taxable as a publicly
traded partnership for federal income tax purposes.

                  "Pool" shall mean the pool of Receivables having the same pool
designation as listed on the Schedule, and as to which the Series that relate to
such Pool (as designated in the Indenture Supplement for such Series) primarily
look to for support in respect of payments, proceeds, Recoveries and
Collections; and specifically shall mean, (a) with respect to any Receivables
conveyed to the Trust pursuant to Section 2.01 of the Transfer and Servicing
Agreement listed from time to time on Schedule 1, Pool One, and (b) with respect
to any other Receivables conveyed to the Trust pursuant to Section 2.09 of the
Transfer and Servicing Agreement, the Pool as specified by the Transferors in
the notice delivered pursuant to Section 2.09(c)(i) of the Transfer and
Servicing Agreement, with respect to such Receivables shall be reflected in an
appropriate related schedule which shall be created or amended to reflect the
current composition of such Pool.

                  "Principal Sharing Group" shall mean all Principal Sharing
Series that have the same Principal Sharing Group designation.

                  "Principal Sharing Series" shall mean a Series that, pursuant
to the Indenture Supplement therefor, is entitled to receive Shared Principal
Collections within a specified Principal Sharing Group from other Series in the
same Principal Sharing Group, as more specifically set forth in such Indenture
Supplement.

                  "Principal Shortfalls" shall have the meaning specified in
Section 8.05.

                  "Principal Terms" shall mean, with respect to any Series, (a)
the name or designation; (b) the initial principal amount (or method for
calculating such amount) and the Invested Amount; (c) the Note Interest Rate for
each Class of Notes of such Series (or method for the determination thereof);
(d) the payment date or dates and the date or dates from which interest shall
accrue; (e) the Payment Date; (f) the method for allocating Collections to
Noteholders; (g) the designation of any Series Accounts and the terms governing
the operation of any such Series Accounts; (h) the Servicing Fee; (i) the Trust
and terms of any form of Series Enhancements with respect thereto; (j) the terms
on which the Notes of such Series may be exchanged for Notes of another Series,
repurchased by the Transferors or remarketed to other investors; (k) the Series
Final Maturity Date; (l) the number of Classes of Notes of such Series and,

                                       11
<PAGE>

if more than one Class, the rights and priorities of each such Class; (m) the
extent to which the Notes of such Series will be issuable in temporary or
permanent global form (and, in such case, the depositary for such global note or
notes, the terms and conditions, if any, upon which such global note may be
exchanged, in whole or in part, for Definitive Notes, and the manner in which
any interest payable on a temporary or global note will be paid); (n) whether
the Notes of such Series may be issued in bearer form and any limitations
imposed thereon; (o) the priority of such Series with respect to any other
Series; (p) its Pool designation; (q) whether such Series will be part of a
Reallocation Group and, if so, its Reallocation Group designation; (r) whether
such Series will be a Principal Sharing Series and, if so, its Principal Sharing
Group designation; (s) whether such Series is entitled to share Shared
Transferor Principal Collections; (t) whether such Series will be an Excess
Finance Charge Sharing Series, and, if so, its Excess Finance Charge Sharing
Group designation; (u) whether such Series or subseries within such Series will
be part of a Shared Enhancement Group and, if so, its Shared Enhancement Group
designation; (v) whether such Series will or may be a Paired Series and the
Series with which it will be paired; and (w) any other terms of such Series.

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

                  "Qualified Account" shall mean either (a) a segregated account
with an Eligible Institution, (b) a segregated trust account with the corporate
trust department of a depository institution organized under the laws of the
United States or any one of states thereof, including the District of Columbia
(or any domestic branch of a foreign bank), and acting as a trustee for funds
deposited in such account, so long as any of the unsecured, unguaranteed senior
debt securities of such depository institution shall have a credit rating from
each Rating Agency in one of its generic credit rating categories that signifies
investment grade.

                  "Rating Agency" shall mean, with respect to any outstanding
Series or Class, each rating agency, if any, as specified in the applicable
Indenture Supplement, selected by the Transferors to rate the Notes of such
Series or Class.

                  "Rating Agency Condition" shall mean, with respect to any
action, that each Rating Agency shall have notified the Transferors, the
Servicer and the Indenture Trustee in writing that such action will not result
in a reduction or withdrawal of the then existing rating of any outstanding
Series or Class with respect to which it is a Rating Agency or, with respect to
any outstanding Series or Class not rated by any Rating Agency, the written
consent of such Series or Class as specified in the Indenture Supplement for
such Series.

                  "Reallocation Group" shall mean a group of one or more Series
as specified in the related Indenture Supplement, if any, with respect to which
reallocation of certain Collections of Finance Charge Receivables and other
similar amounts are to be made among such Series, where applicable, for certain
specified purposes as specified in the Agreement or any related Indenture
Supplement, including, to the extent so specified, pooling amounts available to
all Series in the particular Reallocation Group prior to any application for
individual Series requirements and sharing such amounts among such Series on the
basis of the relative requirements for each such Series.

                  "Record Date" shall mean, with respect to any Payment Date,
the last day of the calendar month immediately preceding such Payment Date
unless otherwise specified for a Series in the related Indenture Supplement.

                  "Redemption Date" shall mean, with respect to any Series, the
date or dates specified in the related Indenture Supplement.

                                       12
<PAGE>

                  "Registered Notes" shall have the meaning specified in Section
2.01.

                  "Registrar" shall have the meaning specified in Section 2.05.

                  "Reinvestment Event" shall mean, if applicable with respect to
any Series, any Reinvestment Event specified in the related Indenture
Supplement.

                  "Required Transferor Amount" shall mean, with respect to any
date and the related Pool, the product of the Required Transferor Percentage for
such Pool and the aggregate Invested Amounts (as defined in the related
Indenture Supplement) of all Series which relate to such Pool.

                  "Required Transferor Percentage" shall, with respect to any
Series, have the meaning set forth in the related Indenture Supplement.

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

                  "Revolving Period" shall have, with respect to each Series,
the period specified in the related Indenture Supplement.

                  "Securities Act" shall mean the Securities Act of 1933, as
amended.

                  "Securities Intermediary" shall mean U.S. Bank Trust National
Association, in its capacity as securities intermediary pursuant to Section
6.15, its successors in interest and any successor securities intermediary.

                   "Series" shall mean any series or subseries of Notes issued
pursuant to this Agreement and the related Indenture Supplement.

                  "Series Account" shall mean any deposit, trust, securities
escrow or similar account maintained for the benefit of the Noteholders of any
Series or Class or any Series Enhancer, as specified in any Indenture
Supplement.

                  "Series Amortization Event" shall have, with respect to any
Series, the meaning specified pursuant to the related Indenture Supplement.

                  "Series Enhancement" shall mean the rights and benefits
provided to the Trust or the Noteholders of any Series or Class pursuant to any
subordination, collateral interest, insurance policy, cash collateral guaranty
or account, swap arrangements, interest rate cap agreement, cross-currency swap
agreement, letter of credit, surety bond, spread account, reserve account,
guaranteed rate agreement, tax protection agreement or other similar
arrangement. Series Enhancement will also refer to any agreements, instruments
or documents governing the terms of the enhancements mentioned in the previous
sentence or under which they are issued, where the context makes sense. The
subordination of any Series or Class to another Series or Class shall be deemed
to be a Series Enhancement.

                                       13
<PAGE>

                  "Series Enhancer" shall mean the Person or Persons providing
any Series Enhancement, other than (except to the extent otherwise provided with
respect to any Series in the Indenture Supplement for such Series) the
Noteholders of any Series or Class which is subordinated to another Series or
Class.

                  "Series Final Maturity Date" shall mean, with respect to any
Series, the final maturity date for such Series specified in the related
Indenture Supplement.

                  "Series Issuance Date" shall mean, with respect to any Series,
the date on which the Notes of such Series are to be originally issued in
accordance with Section 2.12 and the related Indenture Supplement.

                  "Servicer" shall have the meaning specified in the Transfer
and Servicing Agreement.

                  "Shared Enhancement Group" shall mean a group of one or more
Series as specified in the related Indenture Supplement, if any, with respect to
which credit enhancement, including subordination of a particular Class or
Classes or Series, and collections are shared among such Series.

                  "Shared Principal Collections" shall have the meaning
specified in Section 8.05(a).

                  "Shared Transferor Principal Collections" shall have the
meaning set forth in Section 8.05(b).

                  "Special Funding Account" shall have the meaning set forth in
Section 8.03.

                  "Special Funding Amount" shall mean the amount on deposit in a
Special Funding Account.

                  "Stated Maturity Date" shall mean, for any Series or Class of
Notes or any installment of principal for such Series or Class, the date
specified in the Indenture Supplement for such Series or Class as the fixed date
on which the principal of such Series or Class or such installment of principal
is required to be paid; provided that a date on which principal is scheduled or
expected to be paid, but is not required to be paid, is not a Stated Maturity
Date.

                  "Tax Opinion" shall mean, with respect to any action, an
Opinion of Counsel to the effect that, for federal income tax purposes, (a) such
action will not adversely affect the tax characterization as debt of the Notes
of any outstanding Series or Class that were characterized as debt at the time
of their issuance, (b) such action will not cause the Trust to be deemed to be
an association (or publicly traded partnership) taxable as a corporation and (c)
such action will not cause or constitute an event in which gain or loss would be
recognized by any Noteholder.

                  "Transaction Documents" shall mean, with respect to any Series
of Notes, the Certificate of Trust, the Trust Agreement, the Receivables
Purchase Agreements, the Transfer and Servicing Agreement, this Indenture, the
related Indenture Supplement, the Administration Agreement and such other
documents and certificates delivered in connection therewith.

                  "Transfer Agent" shall have the meaning specified in Section
2.05.

                  "Transfer and Servicing Agreement" shall mean the Transfer and
Servicing Agreement, dated as of May 1, 2001, among the Transferors, the
Servicer and the Trust, as the same may be amended, supplemented or otherwise
modified from time to time.

                                       14
<PAGE>

                  "Transfer Date" shall mean with respect to each Payment Date,
the Business Day immediately preceding such Payment Date.

                   "Transferor Amount" shall mean with respect to any Pool, on
any date of determination an amount equal to the difference between (a) the sum
of (i) the total amount of Principal Receivables at the end of the day
immediately prior to such date of determination plus (ii) the related Special
Funding Amount at the end of the day immediately prior to such date of
determination minus (b) the aggregated Series Adjusted Invested Amounts of all
Series of Notes related to such Pool issued and outstanding on such date of
determination.

                  "Transferor Percentage" shall mean, on any date of
determination, when used with respect to Principal Receivables, Finance Charge
Receivables and Defaulted Receivables in a Pool, a percentage equal to 100%
minus the Aggregate Investor Percentage for Series related to such Pool with
respect to such category of Receivables, minus, where applicable, the percentage
interest of certain credit enhancement providers, as specified in the related
Indenture Supplement.

                  "Transferors" shall have the meaning specified in the Transfer
and Servicing Agreement.

                  "Transferors' Interest" shall mean the beneficial ownership
interest in the Trust which initially shall be held in its entirety by the
Transferors.

                  "Trust" shall mean the Conseco Private Label Credit Card
Master Note Trust.

                  "Trust Agreement" shall mean the Trust Agreement relating to
the Trust, dated as of May __, 2001, between the Transferors and the Owner
Trustee, as the same may be amended, supplemented or otherwise modified from
time to time.

                  "Trust Amortization Event" shall have, with respect to each
Series, the meaning specified in Section 5.01.

                  "Trust Indenture Act" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended.

                  "Trustee Officer" shall mean, with respect to the Indenture
Trustee any officer assigned to the Corporate Trust Office, including any
managing director, vice president, assistant vice president, assistant
treasurer, assistant secretary or any other officer of the Indenture Trustee
customarily performing functions similar to those performed by any of the above
designated officers and having direct responsibility for the administration of
the applicable Transaction Documents, 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.

                  "UCC" shall have the meaning specified in the Transfer and
Servicing Agreement.

                  Section 1.02. Other Definitional Provisions.

                  (a) With respect to any Series, all terms used herein and not
         otherwise defined herein shall have meanings ascribed to them in the
         Trust Agreement, the Transfer and Servicing Agreement or the related
         Indenture Supplement, as applicable.

                  (b) All terms defined in this Indenture shall have the defined
         meanings when used in any certificate or other document made or
         delivered pursuant hereto unless otherwise defined therein.

                                       15
<PAGE>

                  (c) As used in this Indenture and in any certificate or other
         document made or delivered pursuant hereto or thereto, accounting terms
         not defined in this Indenture or in any such certificate or other
         document, and accounting terms partly defined in this Indenture or in
         any such certificate or other document to the extent not defined, shall
         have the respective meanings given to them under generally accepted
         accounting principles or regulatory accounting principles, as
         applicable and as in effect on the date of this Indenture. To the
         extent that the definitions of accounting terms in this Indenture or in
         any such certificate or other document are inconsistent with the
         meanings of such terms under generally accepted accounting principles
         or regulatory accounting principles in the United States, the
         definitions contained in this Indenture or in any such certificate or
         other document shall control.

                  (d) Any reference to each Rating Agency shall only apply to
         any specific rating agency if such rating agency is then rating any
         outstanding Series.

                  (e) Unless otherwise specified, references to any amount as on
         deposit or outstanding on any particular date shall mean such amount at
         the close of business on such day.

                  (f) The words "hereof," "herein" and "hereunder" and words of
         similar import when used in this Indenture shall refer to this
         Indenture as a whole and not to any particular provision of this
         Indenture; references to any subsection, Section, Schedule or Exhibit
         are references to subsections, Sections, Schedules and Exhibits in or
         to this Indenture unless otherwise specified; and the term "including"
         means "including without limitation."

                  (g) Whenever this Indenture refers to a provision of the TIA,
         the provision is incorporated by reference in and made a part of this
         Indenture. The following TIA terms used in this Indenture have the
         following meanings:

                  "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 Trust and any
other obligor on the Notes.

                  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 2.01. Form Generally.

                  Any Notes of any Series or Class of Notes shall be issued in
fully registered form without interest coupons (the "Registered Notes") unless
the applicable Indenture Supplement provides that such

                                       16
<PAGE>

Notes be issued in bearer form (the "Bearer Notes") with attached interest
coupons (collectively, the "Coupons"). The Registered Notes or Bearer Notes, as
the case may be, shall be substantially in the form of the exhibits with respect
thereto attached to the applicable Indenture Supplement with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture or such Indenture Supplement, 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 such 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 terms of any
Notes set forth in an exhibit to the related Indenture Supplement are part of
the terms of this Indenture, as applicable.

                  The Notes shall be typewritten, word processed, printed,
lithographed or engraved or produced by any combination of these methods, all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes. If specified in any Indenture Supplement, the Notes of any Series
or Class shall be issued upon initial issuance as one or more notes evidencing
the aggregate original principal amount of such Series or Class as described in
Section 2.10.

                  Each Note will be dated the Closing Date and each Definitive
Note will be dated as of the date of its authentication.

                  Section 2.02. Denominations.

                  Except as otherwise specified in the related Indenture
Supplement and the Notes, each class of Notes of each Series shall be issued in
fully registered form in minimum amounts of $1,000 and in integral multiples of
$1,000 in excess thereof (except that one Note of each Class may be issued in a
different amount, so long as such amount exceeds the applicable minimum
denomination for such Class).

                  Section 2.03. Execution, Authentication and Delivery.

                  Each Note shall be executed by manual or facsimile signature
on behalf of the Trust by an Authorized Officer.

                  Notes bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Trust shall not be rendered invalid, notwithstanding the
fact that such individual ceased to be so authorized prior to the authentication
and delivery of such Notes or does not hold such office at the date of issuance
of such Notes.

                  At any time and from time to time after the execution and
delivery of this Indenture, the Trust may deliver Notes executed by the Trust to
the Indenture Trustee for authentication and delivery, and the Indenture Trustee
shall authenticate and deliver such Notes as provided in this Indenture or the
related Indenture Supplement and not otherwise.

                  No Note shall be entitled to any benefit under this Indenture
or the applicable Indenture Supplement 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 or in the related Indenture
Supplement executed by or on behalf of the Indenture Trustee by the manual
signature of a duly authorized signatory, and such certificate upon any Note
shall be conclusive evidence, and the only evidence, that such Note has been
duly authenticated and delivered hereunder.

                                       17
<PAGE>

                  Section 2.04. Authenticating Agent.

                  (a) The Indenture Trustee may appoint one or more
         authenticating agents with respect to the Notes which shall be
         authorized to act on behalf of the Indenture Trustee in authenticating
         the Notes in connection with the issuance, delivery, registration of
         transfer, exchange or repayment of the Notes. Whenever reference is
         made in this Indenture to the authentication of Notes by the Indenture
         Trustee or the Indenture Trustee's certificate of authentication, such
         reference shall be deemed to include authentication on behalf of the
         Indenture Trustee by an authenticating agent and a certificate of
         authentication executed on behalf of the Indenture Trustee by an
         authenticating agent. Each authenticating agent must be acceptable to
         the Trust and the Servicer.

                  (b) Any institution succeeding to the corporate agency
         business of an authenticating agent shall continue to be an
         authenticating agent without the execution or filing of any power or
         any further act on the part of the Indenture Trustee or such
         authenticating agent.

                  (c) An authenticating agent may at any time resign by giving
         written notice of resignation to the Indenture Trustee, the Trust and
         the Servicer. The Indenture Trustee may at any time terminate the
         agency of an authenticating agent by giving notice of termination to
         such authenticating agent and to the Trust and the Servicer. Upon
         receiving such a notice of resignation or upon such a termination, or
         in case at any time an authenticating agent shall cease to be
         acceptable to the Indenture Trustee or the Trust and the Servicer, the
         Indenture Trustee may promptly appoint a successor authenticating
         agent. Any successor authenticating agent upon acceptance of its
         appointment hereunder shall become vested with all the rights, powers
         and duties of its predecessor hereunder, with like effect as if
         originally named as an authenticating agent. No successor
         authenticating agent shall be appointed unless acceptable to the Trust
         and the Servicer.

                  (d) The Trust agrees to pay to each authenticating agent from
         time to time reasonable compensation for its services under this
         Section.

                  (e) The provisions of Sections 6.01 and 6.04 shall be
         applicable to any authenticating agent.

                  (f) Pursuant to an appointment made under this Section, the
         Notes may have endorsed thereon, in lieu of or in addition to the
         Indenture Trustee's certificate of authentication, an alternative
         certificate of authentication in substantially the following form:

                  "This is one of the Notes described in the within-mentioned
Indenture.

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

                                              ----------------------------------
                                                   as Authenticating Agent
                                                  for the Indenture Trustee

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

                  Section 2.05. Registration of and Limitations on Transfer and
Exchange of Notes.

                  The Trust shall cause to be kept a register (the "Note
Register") in which the Trust shall provide for the registration of Notes and
the registration of transfers of Notes. The Indenture Trustee

                                       18
<PAGE>

initially shall be the transfer agent and registrar (in such capacity, the
"Transfer Agent" and "Registrar") for the purpose of registering Notes and
transfers of Notes as herein provided. Upon any resignation of any Transfer
Agent and Registrar, the Trust shall promptly appoint a successor or, if it
elects not to make such an appointment, assume the duties of Transfer Agent and
Registrar.

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

                  Upon surrender for registration of transfer of any Note at the
office or agency of the Transfer Agent and Registrar, to be maintained as
provided in Section 3.02, if the requirements of Section 8-401(a) of the UCC are
met, the Trust shall execute, and upon receipt of such surrendered Note the
Indenture Trustee shall authenticate and deliver to the Noteholder, in the name
of the designated transferee or transferees, one or more new Notes (of the same
Series and Class) in any authorized denominations of like aggregate principal
amount.

                  At the option of a Noteholder, Notes may be exchanged for
other Notes (of the same Series and Class) in any authorized denominations and
of like aggregate principal amount, upon surrender of such Notes to be exchanged
at the office or agency of the Transfer Agent and Registrar. Whenever any Notes
are so surrendered for exchange, if the requirements of Section 8-401(a) of the
UCC are met, the Trust shall execute, and upon receipt of such surrendered Note
the Indenture Trustee shall authenticate and deliver to the Noteholder, the
Notes which the Noteholder making the exchange is entitled to receive.

                  All Notes issued upon any registration of transfer or exchange
of Notes shall evidence the same obligations, evidence the same debt, and be
entitled to the same rights and privileges under this Indenture, as the Notes
surrendered upon such registration of transfer or exchange.

                  Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in a form satisfactory to the Indenture Trustee duly
executed by, the Noteholder thereof or his attorney-in-fact duly authorized in
writing, and by such other documents as the Indenture Trustee may reasonably
require.

                  The registration of transfer of any Note shall be subject to
the additional requirements, if any, set forth in the related Indenture
Supplement.

                  No service charge shall be made for any registration of
transfer or exchange of Notes, but the Trust and Registrar may require payment
of a sum sufficient to cover any tax or other governmental charge that may be
imposed in connection with any registration of transfer or exchange of such
Notes.

                  All Notes surrendered for registration of transfer and
exchange shall be cancelled by the Trust and delivered to the Indenture Trustee
for subsequent destruction without liability on the part of either. The
Indenture Trustee shall destroy the Global Note upon its exchange in full for
Definitive Notes and shall deliver a certificate of destruction to the Trust.
Such certificate shall also state that a certificate or certificates of each
Foreign Clearing Agency to the effect referred to in Section 2.16 was received
with respect to each portion of the Global Note exchanged for Definitive Notes.

                                       19
<PAGE>

                  The preceding provisions of this section notwithstanding, the
Trust shall not be required to make, and the Registrar need not register
transfers or exchanges of Notes for a period of 20 days preceding the due date
for any payment with respect to the Note.

                  If and so long as any Series of Notes are listed on a stock
exchange and such exchange shall so require, the Indenture Trustee shall appoint
a co-transfer agent and co-registrar in accordance with the rules of such
exchange. Any reference in this Agreement to the Transfer Agent and Registrar
shall include any co-transfer agent and co-registrar unless the context
otherwise requires. The Indenture Trustee will enter into any appropriate agency
agreement with any co-transfer agent and co-registrar not a party to this
Indenture, which will implement the provisions of this Indenture that relate to
such agent.

                  Section 2.06. Mutilated, Destroyed, Lost or Stolen Notes.

                  If (a) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its reasonable
satisfaction of the destruction, loss or theft of any Note, and (b) there is
delivered to the Indenture Trustee such security or indemnity as may be required
by it to hold the Trust, the Noteholders and the Indenture Trustee harmless,
then, in the absence of notice to the Trust, the Transfer Agent and Registrar or
the Indenture Trustee that such Note has been acquired by a bona fide purchaser,
the Trust shall execute, and 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 like tenor (including the same date of
issuance) and principal amount, bearing a number not contemporaneously
outstanding; provided, however, that if any such mutilated, destroyed, lost or
stolen Note shall have become or within seven days shall be due and payable, or
shall have been selected or called for redemption, instead of issuing a
replacement Note, the Trust may pay such Note without surrender thereof, except
that any mutilated Note shall be surrendered. 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 Trust and the Indenture Trustee shall be entitled to recover
such replacement Note (or such payment) from the Person to whom it was delivered
or any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Trust or the Indenture Trustee in connection therewith.

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

                  Every replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
complete and indefeasible evidence of an obligation of the Trust, as if
originally issued, whether or not the mutilated, destroyed, lost or stolen Note
shall be found at any time, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.

                                       20
<PAGE>

                  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 2.07. Persons Deemed Owners.

                  The Indenture Trustee, the Paying Agent, the Transfer Agent,
the Registrar, each Transferor, the Trust and any agent of any of them may (a)
prior to due presentation of a Registered Note for registration of transfer,
treat the Person in whose name any Registered Note is registered as the owner of
such Registered Note for the purpose of receiving payments pursuant to the terms
of the applicable Indenture Supplement and for all other purposes whatsoever,
and (b) treat the bearer of a Bearer Note or Coupon as the owner of such Bearer
Note or Coupon for the purpose of receiving payments pursuant to the terms of
the applicable Indenture Supplement and for all other purposes whatsoever; and,
in any such case, none of the Indenture Trustee, the Paying Agent, the Transfer
Agent, the Registrar, any Transferor, the Trust nor any agent of any of them
shall be affected by any notice to the contrary.

                  Section 2.08. Appointment and Duties of Paying Agent.

                  (a) The Paying Agent shall make payments to Noteholders from
         the Collection Account or applicable Series Account pursuant to the
         provisions of the applicable Indenture Supplement and shall report the
         amounts of such payments to the Trust. Any Paying Agent shall have the
         revocable power to withdraw funds from the Collection Account or
         applicable Series Account for the purpose of making the payments
         referred to above. The Trust may revoke such power and remove the
         Paying Agent if the Trust determines in its sole discretion that the
         Paying Agent shall have failed to perform its obligations under this
         Indenture in any material respect. The Trust reserves the right at any
         time to vary or terminate the appointment of a Paying Agent for the
         Notes, and to appoint additional or other Paying Agents, provided that
         it will at all times maintain the Indenture Trustee as a Paying Agent.
         In the event that any Paying Agent shall resign, the Trust shall
         appoint a successor to act as Paying Agent. The Trust shall cause each
         successor or additional Paying Agent to execute and deliver to the
         Trust and the Indenture Trustee an instrument as described in
         subsection (b) below. Any reference in this Indenture to the Paying
         Agent shall include any co-paying agent unless the context requires
         otherwise.

                  The Indenture Trustee will enter into any appropriate agency
agreement with any co-paying agent not a party to this Indenture, which will
implement the provisions of this Indenture that relate to such agent.

                  Notice of all changes in the identity or specified office of a
Paying Agent will be delivered promptly to the Noteholders by the Indenture
Trustee.

                  (b) The Indenture Trustee shall cause the Paying Agent (other
         than itself) to execute and deliver to the Indenture Trustee an
         instrument in which such Paying Agent shall agree with the Indenture
         Trustee that such Paying Agent will hold all sums, if any, held by it
         for payment to the Noteholders in trust for the benefit of the
         Noteholders entitled thereto until such sums shall be paid to such
         Noteholders and shall agree, and if the Indenture Trustee is the Paying
         Agent it hereby agrees, that it shall comply with all requirements of
         the Code regarding the withholding by the Indenture Trustee of payments
         in respect of federal income taxes due from the Beneficial Owners.

                  Section 2.09. Access to List of Noteholders' Names and
Addresses.

                  (a) The Trust will furnish or cause to be furnished to the
         Indenture Trustee, the Servicer, any Noteholder or the Paying Agent,
         within five Business Days after receipt by the Trust of a

                                       21
<PAGE>

         written request therefor from the Indenture Trustee, the Servicer, such
         Noteholder or the Paying Agent, respectively, a list of the names and
         addresses of the Noteholders. Unless otherwise provided in the related
         Indenture Supplement, holders of 10% of the Outstanding Amount of the
         Notes of any Series (the "Applicants") may apply in writing to the
         Indenture Trustee, and if such application states that the Applicants
         desire to communicate with other Noteholders of any Series with respect
         to their rights under this Agreement or under the Notes and is
         accompanied by a copy of the communication which such Applicants
         propose to transmit, then the Indenture Trustee, after having been
         adequately indemnified by such Applicants for its costs and expenses,
         shall afford or shall cause the Transfer Agent and Registrar to afford
         such Applicants access during normal business hours to the most recent
         list of Noteholders held by the Indenture Trustee and shall give the
         Servicer notice that such request has been made, within five Business
         Days after the receipt of such application. Such list shall be as of a
         date no more than 45 days prior to the date of receipt of such
         Applicants' request.

                  (b) Every Noteholder, by receiving and holding a Note, agrees
         that none of the Trust, the Indenture Trustee, the Transfer Agent and
         Registrar and the Servicer nor any of their respective agents and
         employees shall be held accountable by reason of the disclosure of any
         such information as to the names and addresses of the Noteholders
         hereunder, regardless of the sources from which such information was
         derived.

                  Section 2.10. Cancellation.

                  All Notes surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly
cancelled by it. The Trust may at any time deliver to the Indenture Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Trust may have acquired in any lawful manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Indenture Trustee shall be destroyed unless the Trust shall
direct by a timely order that they be returned to it.

                  Section 2.11. Release of Collateral.

                  Subject to Section 12.01, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA ss.ss.314(c) and 314(d) or an Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA does
not require any such Independent Certificates.

                  Section 2.12. New Issuances.

                  (a) Pursuant to one or more Indenture Supplements, the
         Transferors may from time to time direct the Trust to issue and the
         Indenture Trustee to authenticate one or more new Series of Notes (each
         such issuance a "New Issuance"). The Notes of all outstanding Series
         shall be equally and ratably entitled as provided herein to the
         benefits of this Indenture without preference, priority or distinction,
         all in accordance with the terms and provisions of this Indenture and
         the applicable Indenture Supplement except, with respect to any Series
         or Class, as provided in the related Indenture Supplement. Interest on
         the Notes of all outstanding Series shall be paid on the dates
         specified in or pursuant to the Indenture Supplement relating to such
         outstanding Series. Principal of the Notes of each outstanding Series
         shall be paid as specified in or pursuant to the Indenture Supplement
         relating to such outstanding Series.

                                       22
<PAGE>

                  (b) On or before the Series Issuance Date relating to any new
         Series, the parties hereto will execute and deliver an Indenture
         Supplement which will specify the Principal Terms of such Series. The
         terms of such Indenture Supplement may modify or amend the terms of
         this Indenture solely as applied to such new Series. The obligation of
         the Indenture Trustee to authenticate and deliver the Notes of any
         Series (other than the first Series issued hereunder) is subject to the
         satisfaction of the following conditions:

                           (i) on or before the fifth day immediately preceding
                  the Series Issuance Date the Transferors shall have given the
                  Indenture Trustee, the Owner Trustee, the Servicer and each
                  Rating Agency notice (unless such notice requirement is
                  otherwise waived) of such issuance and the Series Issuance
                  Date;

                           (ii) the Transferors shall have delivered to the
                  Indenture Trustee any related Indenture Supplement, in a form
                  satisfactory to the Indenture Trustee executed by each party
                  hereto (other than the Indenture Trustee) and specifying the
                  relevant Principal Terms;

                           (iii) the Transferors shall have delivered to the
                  Indenture Trustee any related Enhancement Agreement executed
                  by each of the parties thereto, other than the Indenture
                  Trustee;

                           (iv) if any Notes are then outstanding and a rating
                  is then maintained on any of such Notes, the Rating Agency
                  Condition shall have been satisfied with respect to such
                  issuance;

                           (v) the Transferors shall have delivered to the Trust
                  and to the Indenture Trustee an Officer's Certificate, dated
                  the Series Issuance Date to the effect that each Transferor
                  reasonably believes that such issuance will not, based on the
                  facts known to the officer or officers signing the certificate
                  at the time of such certification, have an Adverse Effect;

                           (vi) the Transferors shall have delivered to the
                  Indenture Trustee (with a copy to each Rating Agency) a Tax
                  Opinion, dated the Series Issuance Date with respect to such
                  issuance; and

                           (vii) the aggregate amount of Principal Receivables
                  in the related Pool shall be greater than the Required Minimum
                  Principal Balance as of the Series Issuance Date and after
                  giving effect to such issuance.

         Any Note held by the Transferors at any time after the date of its
         initial issuance may be transferred or exchanged only upon the delivery
         to the Indenture Trustee of a Tax Opinion dated as of the date of such
         transfer or exchange, as the case may be, with respect to such transfer
         or exchange.

                  (c) Any Indenture Supplement providing for the issuance of
         subseries of Notes within the Series subject to such Indenture
         Supplement may specify conditions, in addition to the conditions
         applicable to each such subseries as a Series hereunder, for issuance
         of such subseries, which conditions shall be consistent with the
         conditions for issuance of the related Series.

                  (d) Upon satisfaction of the above conditions, pursuant to
         Section 2.03, the Owner Trustee, on behalf of the Trust, shall execute
         and the Indenture Trustee shall authenticate and deliver the Notes of
         such Series as provided in this Indenture and the applicable Indenture
         Supplement. Notwithstanding the provisions of this Section, prior to
         the execution of any Indenture Supplement, the Indenture Trustee shall
         be entitled to receive and rely upon an Opinion of Counsel stating that
         the execution of such Indenture Supplement is authorized or permitted
         by this Indenture and any Indenture Supplement related to any
         outstanding Series. The Indenture Trustee may, but shall not be
         obligated to,

                                       23
<PAGE>

         enter into any such Indenture Supplement which adversely affects the
         Indenture Trustee's own rights, duties or immunities under this
         Indenture.

                  (e) The Trust may direct the Indenture Trustee to deposit the
         net proceeds from any New Issuance in the Special Funding Account with
         respect to the related Pool. The Trust may also specify that on any
         Transfer Date the proceeds from the sale of any new Series which is a
         Principal Sharing Series may be withdrawn from the Special Funding
         Account for the related Pool and treated as Shared Principal
         Collections with respect to the same Principal Sharing Group.

                  Section 2.13. Book-Entry Notes.

                  Unless otherwise specified in any related Indenture Supplement
for any Series or Class, the Notes, upon original issuance, shall be issued in
the form of one or more Notes representing the Book-Entry Notes to be delivered
to the Clearing Agency or Foreign Clearing Agency, by or on behalf of such
Series.

                  The Notes shall, unless otherwise provided in the related
Indenture Supplement, initially be registered on the Note Register in the name
of the Clearing Agency or Foreign Clearing Agency or its nominee, and no
beneficial owner will receive a definitive note representing such beneficial
owner's interest in the Notes, except as provided in Section 2.15.

                  Unless and until Definitive Notes are issued under the limited
circumstances described in Section 2.15, no Beneficial Owner shall be entitled
to receive a Definitive Note representing such Beneficial Owner's interest in
such Note. Unless and until Definitive Notes have been issued to the Beneficial
Owners pursuant to Section 2.15:

                  (a) the provisions of this Section shall be in full force and
         effect with respect to each such Series;

                  (b) the Trust, the Transferors and the Indenture Trustee shall
         be entitled to deal with the Clearing Agency or Foreign Clearing Agency
         and the Clearing Agency Participants for all purposes of this Indenture
         (including the payment of principal of and interest on the Notes) as
         the authorized representatives of the Beneficial Owners;

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

                  (d) the rights of Beneficial Owners of each such Series shall
         be exercised only through the Clearing Agency or Foreign Clearing
         Agency and the applicable Clearing Agency Participants and shall be
         limited to those established by law and agreements between such
         Beneficial Owners and the Clearing Agency or Foreign Clearing Agency
         and/or the Clearing Agency Participants. Pursuant to the depository
         agreement applicable to a Series, unless and until Definitive Notes of
         such Series are issued pursuant to Section 2.15, the initial Clearing
         Agency shall make book-entry transfers among the Clearing Agency
         Participants and receive and transmit distributions of principal and
         interest on the Notes to such Clearing Agency Participants; and

                  (e) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of the Holders of Notes
         evidencing a specified percentage of the Outstanding Amount of the
         Notes, the Clearing Agency or Foreign Clearing Agency shall be deemed
         to represent such percentage only to the extent that they have received
         instructions to such effect from the Beneficial Owners and/or Clearing
         Agency Participants owning or

                                       24
<PAGE>

         representing, respectively, such required percentage of the beneficial
         interest in the Notes and has delivered such instructions to the
         Indenture Trustee.

                  Section 2.14. Notices to Clearing Agency or Foreign Clearing
Agency.

                  Whenever a notice or other communication to the Noteholders is
required under this Indenture, unless and until Definitive Notes shall have been
issued to Beneficial Owners pursuant to Section 2.15, the Indenture Trustee
shall give all such notices and communications specified herein to be given to
Noteholders to the Clearing Agency or Foreign Clearing Agency, as applicable,
and shall have no obligation to the Beneficial Owners.

                  Section 2.15. Definitive Notes.

                  If Book-Entry Notes have been issued with respect to any
Series or Class and (i) (a) the Administrator advises the Indenture Trustee in
writing that the Clearing Agency or Foreign Clearing Agency is no longer willing
or able to properly discharge its responsibilities as Clearing Agency or Foreign
Clearing Agency with respect to the Book-Entry Notes of a given Class and (b)
the Administrator is unable to locate and reach an agreement on satisfactory
terms with a qualified successor, (ii) the Administrator, at its option, advises
the Indenture Trustee in writing that it elects to terminate the book-entry
system through the Clearing Agency or Foreign Clearing Agency with respect to
such Class or (iii) after the occurrence of a Servicer Default or an Event of
Default, Beneficial Owners aggregating a majority of the Outstanding Amount of
the Notes of such Class advise the Indenture Trustee and the applicable Clearing
Agency or Foreign Clearing Agency through the applicable Clearing Agency
Participants in writing that the continuation of a book-entry system is no
longer in the best interests of the Beneficial Owners of such Class, the
Indenture Trustee shall notify all Beneficial Owners of such Class of the
occurrence of such event and of the availability of Definitive Notes to
Beneficial Owners of such Class requesting the same. Upon surrender to the
Indenture Trustee of the Notes of such Class, accompanied by registration
instructions from the applicable Clearing Agency, the Trust shall execute and
the Indenture Trustee shall authenticate Definitive Notes of such Class and
shall recognize the registered holders of such Definitive Notes as Noteholders
under this Indenture. Neither the Trust nor the Indenture Trustee shall be
liable for any delay in delivery of such instructions, and the Trust and the
Indenture Trustee may conclusively rely on, and shall be protected in relying
on, such instructions. Upon the issuance of Definitive Notes of such Series, all
references herein to obligations imposed upon or to be performed by the
applicable Clearing Agency or Foreign Clearing Agency shall be deemed to be
imposed upon and performed by the Indenture Trustee, to the extent applicable
with respect to such Definitive Notes, and the Indenture Trustee shall recognize
the registered holders of the Definitive Notes of such Series as Noteholders of
such Series hereunder. Definitive Notes will be transferable and exchangeable at
the offices of the Transfer Agent and Registrar.

                  Section 2.16. Global Note; Euro-Note Exchange Date.

                  If specified in the related Indenture Supplement for any
Series or Class, the Notes for such Series or Class will initially be issued in
the form of a single temporary global note (the "Global Note") in bearer form,
without interest coupons, in the denomination of the entire aggregate principal
amount of such Series or Class and substantially in the form attached to the
related Indenture Supplement. Unless otherwise specified in the related
Indenture Supplement, the provisions of this Section shall apply to such Global
Note. The Global Note will be authenticated by the Indenture Trustee upon the
same conditions, in substantially the same manner and with the same effect as
the Definitive Notes. The Global Note may be exchanged in the manner described
in the related Indenture Supplement for Registered Notes or Bearer Notes in
definitive form. Except as otherwise specifically provided in the Indenture

                                       25
<PAGE>

Supplement, any Notes that are issued in bearer form shall be issued in
accordance with the requirements of Code section 163(f)(2).

                  Section 2.17. Meetings of Noteholders.

                  To the extent provided by the Indenture Supplement for any
Series issued in whole or in part in Bearer Notes, the Servicer or the Indenture
Trustee may at any time call a meeting of the Noteholders of such Series, to be
held at such time and at such place as the Servicer or the Indenture Trustee, as
the case may be, shall determine, for the purpose of approving a modification of
or amendment to, or obtaining a waiver of, any covenant or condition set forth
in this Agreement with respect to such Series or in the Notes of such Series,
subject to Article X.

                  Section 2.18. Uncertificated Classes.

                  Notwithstanding anything to the contrary contained in this
Article II or in Article XI, unless otherwise specified in any Indenture
Supplement, any provisions contained in this Article II and in Article XI
relating to the registration, form, execution, authentication, delivery,
presentation, cancellation and surrender of Notes shall not be applicable to any
uncertificated Notes, provided, however, that, except as otherwise specifically
provided in the Indenture Supplement, any such uncertificated Notes shall be
issued in "registered form" within the meaning of Code section 163(f)(1).

                                  ARTICLE III

                     REPRESENTATIONS AND COVENANTS OF TRUST

                  Section 3.01. Payment of Principal and Interest.

                  (a) The Trust will duly and punctually pay principal and
         premium, if any, and interest in accordance with the terms of the Notes
         as specified in the relevant Indenture Supplement.

                  (b) The Noteholders of a Series as of the Record Date in
         respect of a Payment Date shall be entitled to the interest accrued and
         payable and principal and premium, if any, payable on such Payment Date
         as specified in the related Indenture Supplement. All payment
         obligations under a Note are discharged to the extent such payments are
         made to the Noteholder of record.

                  Section 3.02. Maintenance of Office or Agency.

                  The Trust will maintain an office or agency where Notes may be
presented or surrendered for payment, where Notes may be surrendered for
registration of transfer or exchange and where notices and demands to or upon
the Trust in respect of the Notes and this Indenture may be served. The Trust
hereby initially appoints U.S. Bank Trust National Association, currently
located at 180 East Fifth Street, Saint Paul, Minnesota 55101, Attention:
Corporate Trust Administration (facsimile no. (651) 244-0089), to serve as its
agent for the foregoing purposes. The Trust will give prompt written notice to
the Indenture Trustee and the Noteholders of the location, and of any change in
the location, of any such office or agency. If at any time the Trust shall fail
to maintain any such office or agency or shall fail to furnish the Indenture
Trustee with the address thereof, such presentations, surrenders, notices and
demands may be made or served at the Corporate Trust Office, and the Trust
hereby appoints the Indenture Trustee at its Corporate Trust Office as its agent
to receive all such presentations, surrenders, notices and demands.

                                       26
<PAGE>

                  Section 3.03. Money for Note Payments to Be Held in Trust.

                  As specified in Section 8.03 herein and in the related
Indenture Supplement, all payments of amounts due and payable with respect to
the Notes which are to be made from amounts withdrawn from the Collection
Account and the Special Funding Account shall be made on behalf of the Trust by
the Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from
the Collection Account or the Special Funding Account shall be paid over to or
at the direction of the Trust except as provided in this Section and in the
related Indenture Supplement.

                  On or before each Payment Date, in accordance with Section
8.04 the Trust shall deposit or cause to be deposited in the Series Account,
specified in the related Indenture Supplement, of each outstanding Series an
aggregate sum sufficient to pay the amounts then becoming due under the Notes of
such outstanding Series, such sum to be held in trust for the benefit of the
Persons entitled thereto, and (unless the Paying Agent is the Indenture Trustee)
shall promptly notify the Indenture Trustee in writing of its action or failure
so to act.

                  Whenever the Trust shall have a Paying Agent in addition to
the Indenture Trustee, it will, on or before the Business Day next preceding
each Payment Date, direct the Indenture Trustee to deposit with such Paying
Agent on or before such Payment Date an aggregate sum sufficient to pay the
amounts then becoming due, such sum to be (i) held in trust for the benefit of
Persons entitled thereto and (ii) invested, pursuant to an Issuer Order, by the
Paying Agent in an Eligible Investment in accordance with the terms of the
related Indenture Supplement. For all investments made by a Paying Agent under
this Section, such Paying Agent shall be entitled to all of the rights and
obligations of the Indenture Trustee under the related Indenture Supplement,
such rights and obligations being incorporated in this paragraph by this
reference.

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

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

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

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

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

                                       27
<PAGE>

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

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

                  Subject to applicable laws with respect to escheat of funds,
and after such notice required with respect to Notes not surrendered for
cancellation pursuant to Section 11.02(b) is given, any money held by the
Indenture Trustee or any Paying Agent in trust for the payment of any amount due
with respect to any Note remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust, and the Indenture
Trustee or such Paying Agent, as the case may be, shall give prompt notice of
such occurrence to the Trust and shall release such money to the Trust on Issuer
Order; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Trust (and then only to the extent of the amounts so
paid to the Trust) for payment thereof, and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Indenture Trustee or such Paying Agent,
before being required to make any such repayment, shall at the direction of the
Trust cause to be published once, in a newspaper published in the English
language, customarily published on each Business Day and of general circulation
in The City of New York, notice that such money remains unclaimed and that,
after a date specified therein, which shall not be less than thirty (30) days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to the Trust. The cost of any such notice or
publication shall be paid out of funds in the Collection Account or any Series
Account held for the benefit of the Noteholders. The Indenture Trustee shall
also adopt and employ, at the expense of the Trust, any other reasonable means
of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

                  Section 3.04. Existence.

                  The Trust will keep in full effect its existence, rights and
franchises as a statutory trust under the laws of the State of Delaware (unless
it becomes, or any successor Trust hereunder is or becomes, organized under the
laws of any other state or of the United States of America, in which case the
Trust will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other related instrument or agreement.

                  Section 3.05. Protection of Trust.

                  The Trust will from time to time take all actions necessary,
including without limitation preparing, or causing to be prepared executing and
delivering all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and other
instruments, and will take such other action necessary or advisable to:

                                       28
<PAGE>

                  (a) Grant more effectively all or any portion of the
         Collateral as security for the Notes;

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

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

                  (d) enforce any of the Collateral; or

                  (e) preserve and defend title to the Collateral securing the
         Notes and the rights therein of the Indenture Trustee, the Noteholders
         and Series Enhancers (if any) secured thereby against the claims of all
         Persons and parties.

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

                  The Trust shall pay or cause to be paid any taxes levied on
all or any part of Receivables securing the Notes.

                  Section 3.06. Opinions as to Collateral.

                  (a) On each Series Issuance Date relating to any new Series of
         Notes, the Trust shall furnish to the Indenture Trustee an Opinion of
         Counsel either stating that, in the opinion of such counsel, such
         action has been taken to perfect the lien and security interest of this
         Indenture, including without limitation 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
         so necessary and reciting the details of such action, or stating that,
         in the opinion of such counsel, no such action is necessary to maintain
         the perfection of such lien and security interest.

                  (b) On or before March 31 in each calendar year, beginning in
         2002, the Trust shall furnish to the Indenture Trustee an Opinion of
         Counsel either stating that, in the opinion of such counsel, such
         action has been taken to perfect the lien and security interest of this
         Indenture, including without limitation 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 so necessary and reciting the details of
         such action or stating that in the opinion of such counsel no such
         action is necessary to maintain the perfection of such lien and
         security interest. Such Opinion of Counsel shall also describe the
         recording, filing, re-recording and refiling of this Indenture, any
         indentures supplemental hereto and any other requisite documents and
         the execution and filing of any financing statements and continuation
         statements that will, in the opinion of such counsel, be required to
         maintain the perfection of the lien and security interest of this
         Indenture until March 31 in the following calendar year.

                                       29
<PAGE>

                  Section 3.07. Performance of Obligations; Servicing of
Receivables.

                  (a) The Trust will not take any action and will use its best
         efforts not to permit any action to be taken by others that would
         release any Person from any of such Person's material covenants or
         obligations under any instrument or agreement included in the
         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 Transfer and Servicing Agreement or
         such other instrument or agreement.

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

                  (c) The Trust will punctually perform and observe all of its
         obligations and agreements contained in this Indenture, the other
         Transaction Documents and in the instruments and agreements relating to
         the Collateral, including but not limited to filing or causing to be
         filed all UCC financing statements and continuation statements required
         to be filed by the terms of this Indenture and the Transfer and
         Servicing Agreement in accordance with and within the time periods
         provided for herein and therein. Except as otherwise expressly provided
         herein or therein, the Trust shall not waive, amend, modify, supplement
         or terminate any Transaction Document or any provision thereof without
         the consent of the Holders of a majority of the Outstanding Amount of
         the Notes of each adversely affected Series.

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

                  (e) On and after the receipt by the Servicer of a Termination
         Notice pursuant to Section 7.01 of the Transfer and Servicing
         Agreement, the Servicer shall continue to perform all servicing
         functions under the Transfer and Servicing Agreement until the date
         specified in the Termination Notice or otherwise specified by the
         Indenture Trustee or until a date mutually agreed upon by the Servicer
         and the Indenture Trustee. As promptly as possible after the giving of
         a Termination Notice to the Servicer, the Indenture Trustee shall
         appoint a Successor Servicer, and such Successor Servicer shall accept
         its appointment 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 Servicer
         ceases to act as Servicer, the Indenture Trustee without further action
         shall automatically be appointed the Successor Servicer. The Indenture
         Trustee may delegate any of its servicing obligations to an Affiliate
         or agent in accordance with subsection 3.01(b) and Section 5.07 of the
         Transfer and Servicing Agreement. Notwithstanding the foregoing, the
         Indenture Trustee shall, if it is legally unable so to act, petition at
         the expense of the Servicer a court of competent jurisdiction to
         appoint any established institution qualifying as an Eligible Servicer
         as the Successor Servicer hereunder. The Indenture Trustee shall give
         prompt notice to each Rating Agency and each Series Enhancer upon the
         appointment of a Successor Servicer. Upon its appointment, the
         Successor Servicer shall be the successor in all respects to the
         Servicer with respect to servicing functions under the Transfer and
         Servicing Agreement and shall be subject to all the responsibilities,
         duties and liabilities relating thereto placed on the Servicer by the
         terms and provisions thereof, and all references in this Indenture to
         the Servicer shall be deemed to refer to the Successor Servicer. In
         connection with any Termination Notice, the Indenture Trustee will
         review any bids which it obtains from Eligible Servicers and shall be
         permitted to appoint any Eligible Servicer submitting such a

                                       30
<PAGE>

         bid as a Successor Servicer for servicing compensation, subject to the
         limitations set forth in Section 7.02 of the Transfer and Servicing
         Agreement.

                  (f) Without derogating from the absolute nature of the
         assignment granted to the Indenture Trustee under this Indenture or the
         rights of the Indenture Trustee hereunder, the Trust agrees (i) that it
         will not, without (A) the prior written consent of the Indenture
         Trustee and a majority in Outstanding Amount of the Notes and (B)
         satisfaction of the Rating Agency Condition, 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 provided in the
         Transfer and Servicing Agreement) or the Transaction Documents (except
         to the extent otherwise provided in the Transaction Documents), or
         waive timely performance or observance by the Servicer or the
         Transferors under the Transfer and Servicing Agreement; and (ii) that
         any such amendment shall not (A) increase or reduce in any manner the
         amount of, or accelerate or delay the timing of, collections of
         payments on the Receivables or payments that are required to be made
         for the benefit of the Noteholders or (B) reduce the aforesaid
         percentage of the Notes that is required to consent to any such
         amendment, without the consent of the Holders of all the Outstanding
         Notes. If any such amendment, modification, supplement or waiver shall
         be so consented to by the Indenture Trustee and such Noteholders, the
         Trust 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.

                  Section 3.08. Negative Covenants.

                  So long as any Notes are Outstanding, the Trust will not:

                  (a) sell, transfer, exchange, pledge or otherwise dispose of
         any part of the Collateral except as expressly permitted by this
         Indenture and any Indenture Supplement, the Trust Agreement or the
         Transfer and Servicing Agreement;

                  (b) claim any credit on, or make any deduction from, the
         principal and 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 any taxes levied or assessed
         upon any part of the Collateral;

                  (c) incur, assume or guarantee any direct or contingent
         indebtedness other than as contemplated by the Transaction Documents;

                  (d) (i) permit the validity or effectiveness of this Indenture
         to be impaired, or permit the lien of this Indenture to be amended,
         hypothecated, subordinated, terminated or discharged, or permit any
         Person to be released from any covenants or obligations with respect to
         the Notes under this Indenture except as may be expressly permitted
         hereby, (ii) permit any Lien, charge, excise, claim, security interest,
         mortgage or other encumbrance (other than the lien of this Indenture)
         to be created on or extend to or otherwise arise upon or burden the
         Collateral or any part thereof or any interest therein or the proceeds
         thereof or (iii) permit the lien of this Indenture not to constitute a
         valid first priority security interest in the Collateral; or

                                       31
<PAGE>

                  (e) voluntarily dissolve or liquidate in whole or in part.

                  Section 3.09. Statements as to Compliance.

                  The Trust will deliver to the Indenture Trustee, within 120
days after the end of each fiscal year of the Trust (commencing within 120 days
after the end of the fiscal year 2001), an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that

                  (a) a review of the activities of the Trust during the
         12-month period ending at the end of such fiscal year and of
         performance under this Indenture has been made under such Authorized
         Officer's supervision, and

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

                  Section 3.10. Trust May Consolidate, Etc., Only on Certain
Terms.

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

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

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

                           (3) the Trust shall have delivered to the Indenture
                  Trustee an Officer's Certificate and an Opinion of Counsel
                  each stating that (i) such consolidation or merger and such
                  supplemental indenture comply with this Section, (ii) all
                  conditions precedent in this Section relating to such
                  transaction have been complied with (including any filing
                  required by the Exchange Act), and (iii) such supplemental
                  indenture is duly authorized, executed and delivered and is
                  valid, binding and enforceable against such person;

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

                           (5) the Trust shall have received a Tax Opinion dated
                  the date of such consolidation or merger (and shall have
                  delivered copies thereof to the Indenture Trustee); and

                           (6) any action that is necessary to maintain the lien
                  and security interest created by this Indenture shall have
                  been taken.

                  (b) Except as specifically provided for in the Transaction
         Documents, the Trust shall not convey or transfer any of its properties
         or assets, including those included in the Collateral, substantially as
         an entirety to any Person, unless:

                                       32
<PAGE>

                           (1) the Person that acquires by conveyance or
                  transfer the properties and assets of the Trust the conveyance
                  or transfer of which is hereby restricted shall (A) be a
                  United States citizen or a Person organized and existing under
                  the laws of the United States of America or any state, or the
                  District of Columbia, (B) 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 Trust to be
                  performed or observed, all as provided herein, (C) expressly
                  agree by means of such supplemental indenture that all right,
                  title and interest so conveyed or transferred shall be subject
                  and subordinate to the rights of Holders of the Notes, (D)
                  unless otherwise provided in such supplemental indenture,
                  expressly agree to indemnify, defend and hold harmless the
                  Trust against and from any loss, liability or expense arising
                  under or related to this Indenture and the Notes and (E)
                  expressly agree by means of such supplemental indenture that
                  such Person (or if a group of Persons, then one specified
                  Person) shall make all filings with the Commission (and any
                  other appropriate Person) required by the Exchange Act in
                  connection with the Notes;

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

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

                           (4) the Trust shall have received a Tax Opinion dated
                  the date of such consolidation or merger (and shall have
                  delivered copies thereof to the Indenture Trustee);

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

                           (6) the Trust shall have delivered to the Indenture
                  Trustee an Officer's Certificate and an Opinion of Counsel
                  each stating that (i) such conveyance or transfer and such
                  supplemental indenture comply with this Section, (ii) that all
                  conditions precedent in this Section relating to such
                  transaction have been complied with (including any filing
                  required by the Exchange Act) and (iii) such supplemental
                  indenture is duly authorized, executed and delivered and is
                  valid, binding and enforceable against such person.

                  Section 3.11. Successor Substituted.

                  Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Trust substantially as an entirety
in accordance with Section 3.10 hereof, the Person formed by or surviving such
consolidation or merger (if other than the Trust) or the Person to which such
conveyance or transfer is made shall succeed to, and be substituted for, and may
exercise every right and power of, the Trust under this Indenture with the same
effect as if such Person had been named as the Trust herein. In the event of any
such conveyance or transfer, the Person named as the Trust in the first
paragraph of this Indenture or any successor which shall theretofore have become
such in the manner prescribed in this Section shall be released from its
obligations under this Indenture as issued immediately upon the effectiveness of
such conveyance or transfer, provided that the Trust shall not be released from
any obligations or liabilities to the Indenture Trustee or the Noteholders
arising prior to such effectiveness.

                                       33
<PAGE>

                  Section 3.12. No Other Business.

                  The Trust shall not engage in any business other than the
purposes and powers set forth in Section 2.03 of the Trust Agreement and all
activities incidental thereto.

                  Section 3.13. No Borrowing.

                  The Trust shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness except as
contemplated by the Transaction Documents and the Notes.

                  Section 3.14. Servicer's Obligations.

                  The Trust shall cause the Servicer to comply with all of its
obligations under the Transaction Documents.

                  Section 3.15. Guarantees, Loans, Advances and Other
Liabilities.

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

                  Section 3.16. Capital Expenditures.

                  The Trust shall not make any expenditure (by long-term or
operating lease or otherwise) for capital assets (either realty or personalty).

                  Section 3.17. Removal of Administrator.

                  So long as any Notes are outstanding, the Trust shall not
remove the Administrator without cause unless the Rating Agency Condition shall
have been satisfied in connection with such removal.

                  Section 3.18. Restricted Payments.

                  The Trust shall not, directly or indirectly, (a) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Trust or otherwise with
respect to any ownership or equity interest or security in or of the Trust or to
the Servicer, (b) redeem, purchase, retire or otherwise acquire for value any
such ownership or equity interest or security or (c) set aside or otherwise
segregate any amounts for any such purpose; provided, however, that the Trust
may make, or cause to be made, (i) distributions as contemplated by, and to the
extent funds are available for such purpose under, the Transfer and Servicing
Agreement or the Trust Agreement and (ii) payments to the Indenture Trustee
pursuant to Section 6.07 hereof. The Trust will not, directly or indirectly,
make payments to or distributions from the Collection Account except in
accordance with the Transaction Documents.

                                       34
<PAGE>

                  Section 3.19. Notice of Events of Default.

                  The Trust agrees to give the Indenture Trustee and the Rating
Agencies prompt written notice of each Event of Default hereunder and,
immediately after obtaining knowledge of any of the following occurrences,
written notice of each default on the part of the Servicer or the Transferors of
their obligations under the Transfer and Servicing Agreement and each default on
the part of a party with respect to its obligations under a Receivables Purchase
Agreement.

                  Section 3.20. Further Instruments and Acts.

                  Upon request of the Indenture Trustee, the Trust will execute
and deliver such further instruments and do such further acts as may be
reasonably necessary or proper to carry out more effectively the purpose of this
Indenture.

                  Section 3.21. Tax Treatment.

                  Unless otherwise specified in the applicable Indenture
Supplement with respect to a particular Series, the Trust has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income and franchise tax purposes, (i) the Notes will qualify as
indebtedness secured by the Receivables and (ii) the Trust shall not be treated
as an association or publicly traded partnership taxable as a corporation. The
Trust, by entering into this Indenture, and each Noteholder, by the acceptance
of any such Note (and each beneficial owner of a Note, by it's acceptance of an
interest in the applicable Note), agree to treat such Notes for federal, state
and local income and franchise tax purposes as indebtedness of the Trust. Each
Holder of such Note agrees that it will cause any beneficial owner of such Note
acquiring an interest in a Note through it to comply with this Indenture as to
treatment of indebtedness under applicable tax law, as described in this Section
3.21. The parties hereto agree that they shall not cause or permit the making,
as applicable, of any election under Treasury Regulation Section 301.7701-3
whereby the Trust or any portion thereof would be treated as a corporation for
federal income tax purposes and, except as required by Section 6.13 of this
Indenture, shall not file tax returns or obtain any federal employer
identification number for the Trust, but shall treat the Trust as a security
device or disregarded entity for federal income tax purposes. The provisions of
this Indenture shall be construed in furtherance of the foregoing intended tax
treatment.

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

                  Section 4.01. Satisfaction and Discharge of this Indenture.

                  This Indenture shall cease to be of further effect with
respect to the Notes of any Series except as to (a) rights of registration of
transfer and exchange, (b) substitution of mutilated, destroyed, lost or stolen
Notes, (c) the rights of Noteholders to receive payments of principal thereof
and interest thereon, (d) Sections 3.03, 3.07, 3.08, 3.11, 3.12 and 12.16, (e)
the rights and immunities of the Indenture Trustee hereunder, including the
rights of the Indenture Trustee under Section 6.07, and the obligations of the
Indenture Trustee under Section 4.02, and (f) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee and payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Trust, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to such
Notes when:

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                  (i) either

                           (A) all Notes of such Series theretofore
                  authenticated and delivered (other than (1) Notes which have
                  been destroyed, lost or stolen and which have been replaced,
                  or paid as provided in Section 2.06, and (2) Notes for whose
                  full payment money has theretofore been deposited in trust or
                  segregated and held in trust by the Indenture Trustee and
                  thereafter repaid to the Trust or discharged from such trust,
                  as provided in Section 3.03) have been delivered to the
                  Indenture Trustee for cancellation; or

                           (B) all Notes of such Series not theretofore
                  delivered to the Indenture Trustee for cancellation:

                                    (1) have become due and payable;

                                    (2) will become due and payable at the
                           Stated Maturity Date for such Class or Series of
                           Notes; or

                                    (3) are to be called for redemption within
                           one year under arrangements satisfactory to the
                           Indenture Trustee for the giving of notice of
                           redemption by the Indenture Trustee in the name, and
                           at the expense, of the Trust;

                  and the Trust, in the case of (1), (2) or (3) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Indenture Trustee cash or direct obligations of or
                  obligations guaranteed by the United States of America (which
                  will mature prior to the date such amounts are payable), in
                  trust for such purpose, in an amount sufficient to pay and
                  discharge the entire indebtedness on such Notes not
                  theretofore delivered to the Indenture Trustee for
                  cancellation when due at the expected principal Payment Date
                  for such Class or Series of Notes or the Redemption Date (if
                  Notes shall have been called for redemption pursuant to the
                  related Indenture Supplement), as the case may be;

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

                  (iii) the Trust has delivered to the Indenture Trustee an
         Officer's Certificate, an Opinion of Counsel and (if required by the
         TIA or the Indenture Trustee) an Independent Certificate from a firm of
         certified public accountants, each meeting the applicable requirements
         of Section 12.01(a) and each stating that all conditions precedent
         herein provided for relating to the satisfaction and discharge of this
         Indenture have been complied with.

                  Section 4.02. Application of Trust Money.

                  All monies deposited with the Indenture Trustee pursuant to
Section 4.01 hereof shall be held in trust and applied by it, in accordance with
the provisions of the Notes, this Indenture and the applicable Indenture
Supplement, to make payments, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Noteholders and for the payment in
respect of which such monies have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest; but such
monies need not be segregated from other funds except to the extent required
herein or in the Transfer and Servicing Agreement or required by law.

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                                   ARTICLE V

                   AMORTIZATION EVENTS, DEFAULTS AND REMEDIES

                  Section 5.01. Amortization Events.

                  If any one of the following events (each, a "Trust
Amortization Event") shall occur:

                  (a) the occurrence of an Insolvency Event as defined in
         Section 6.01 of the Transfer and Servicing Agreement relating to one or
         more of the following entities: the Trust, one or more of the
         Transferors, one or more of the Account Owners or Conseco Finance;
         provided that an Insolvency Event with respect to any one or more of
         the entities listed shall not cause an Amortization Event if the Rating
         Agency Condition has been satisfied with respect to the removal of that
         entity or those entities from the list of entities whose insolvency
         will result in an Amortization Event;

                  (b) a Transfer Restriction Event shall occur; or

                  (c) the Trust shall become subject to regulation by the
         Securities and Exchange Commission as an "investment company" within
         the meaning of the Investment Company Act;

then an Amortization Event with respect to all Series of Notes shall occur
without any notice or other action on the part of the Indenture Trustee or the
Noteholders immediately upon the occurrence of such event.

                  Upon the occurrence of an Amortization Event, an Amortization
Period or, if so specified in the related Indenture Supplement, an Accumulation
Period shall commence and payment on the Notes of each Series will be made in
accordance with the terms of the related Indenture Supplement.

                  Section 5.02. Events of Default.

                  An "Event of Default" with respect to any Outstanding Note of
any Series 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):

                  (a) default in the payment of principal of any Note of that
         Series when the same becomes due and payable; or

                  (b) default in the payment of any interest on any Note of that
         Series when the same becomes due and payable, and such default shall
         continue for a period of 35 days; or

                  (c) the commencement of an action seeking a decree or order
         for relief by a court having jurisdiction in the premises in respect of
         the Trust in an involuntary case under any applicable federal or state
         bankruptcy, insolvency or other similar law now or hereafter in effect,
         or the appointment of a receiver, conservator, liquidator, assignee,
         custodian, trustee, sequestrator or similar official for the Trust or
         the winding-up or liquidation of the Trust's affairs, and such decree,
         order, appointment or other relief shall have been entered or granted
         or such action shall remain unstayed and in effect for a period of 60
         consecutive days; or

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<PAGE>

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

                  (e) default in the observance or performance of any covenant
         or agreement of the Trust made in this Indenture (other than a
         covenant, or agreement, a default in the observance or performance of
         which is elsewhere in this Section specifically dealt with), and such
         default shall continue or not be cured for a period of 60 days after
         there shall have been given, by registered or certified mail, to the
         Trust by the Indenture Trustee or to the Trust and the Indenture
         Trustee by the Holders of at least 25% of the Outstanding Amount of the
         Notes of any affected Series, a written notice specifying such default
         and requiring it to be remedied and stating that such notice is a
         "Notice of Default" hereunder.

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

                  Section 5.03. Acceleration of Maturity; Rescission and
Annulment.

                  (a) If an Event of Default described in paragraph (a), (b) or
         (e) of Section 5.02 should occur and be continuing for a Series, then
         and in every such case, the Indenture Trustee or the Holders of Notes
         representing not less than a majority of the outstanding principal
         amount of that Series may declare all the Notes of that Series to be
         immediately due and payable, by a notice in writing to the Trust (and
         to the Indenture Trustee if declared by Noteholders), and upon any such
         declaration the unpaid principal amount of the Notes, together with
         accrued or accreted and unpaid interest thereon through the date of
         acceleration, shall become immediately due and payable.

                  (b) If an Event of Default described in paragraph (c) or (d)
         of Section 5.02 should occur and be continuing, then the unpaid
         principal of the Notes, together with the accrued or accreted and
         unpaid interest thereon through the date of acceleration, shall
         automatically become, and shall be considered to be declared, due and
         payable.

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

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

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

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<PAGE>

                                    (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 outside
                           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 5.13.

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

                  Section 5.04. Collection of Indebtedness and Suits for
Enforcement by Indenture Trustee.

                  (a) The Trust covenants that if (i) default is made in the
         payment of any interest on any Note when the same becomes due and
         payable, and such default continues for a period of 35 days following
         the date on which such interest became due and payable, or (ii) default
         is made in the payment of principal of any Note, if and to the extent
         not previously paid, when the same becomes due and payable, the Trust
         will, upon demand of the Indenture Trustee, pay to it, for the benefit
         of the Holders of the Notes of the affected Series, the whole amount
         then due and payable on such Notes for principal and interest, with
         interest upon the overdue principal, and, to the extent payment at such
         rate of interest shall be legally enforceable, interest upon overdue
         installments of interest, at the applicable Note Interest Rate borne by
         the Notes of such Series, and in addition thereto will pay such further
         amount as shall be sufficient to cover the costs and expenses of
         collection, including the reasonable compensation, expenses,
         disbursements and advances of the Indenture Trustee and its agents and
         counsel.

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

                  (c) If an Event of Default occurs and is continuing, the
         Indenture Trustee may, as more particularly provided in Section 5.05,
         in its discretion, proceed to protect and enforce its rights and the
         rights of the Noteholders of the affected Series, by such appropriate
         Proceedings as the Indenture Trustee shall deem most effective to
         protect and enforce any such rights, whether for the specific
         enforcement of any covenant or agreement in this Indenture or in aid of
         the exercise of any power granted herein, or to enforce any other
         proper remedy or legal or equitable right vested in the Indenture
         Trustee by this Indenture or by law.

                  (d) In case there shall be pending, relative to the Trust or
         any other obligor upon the Notes of the affected Series, 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, conservator, assignee or trustee in bankruptcy or
         reorganization, liquidator, sequestrator, custodian or similar official
         shall have been appointed for or taken possession of the Trust or its
         property or such other obligor or Person, or in case of any other
         comparable judicial Proceedings relative to the Trust or other obligor
         upon the Notes of such Series, or to the creditors or property of the
         Trust or such other obligor, the Indenture Trustee, irrespective of
         whether the principal of any Notes shall then be due and payable as
         therein expressed or by declaration or otherwise and irrespective of
         whether the Indenture Trustee shall have made any demand pursuant to
         the

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<PAGE>

         provisions of this Section 5.04, shall be entitled and empowered, by
         intervention in such Proceedings or otherwise:

                           (i) to file and prove a claim or claims for the whole
                  amount of principal and interest owing and unpaid in respect
                  of the Notes of such Series 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 of such Series allowed in such Proceedings;

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

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

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

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

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

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

                  (g) In any Proceedings brought by the Indenture Trustee (and
         also any Proceedings involving the interpretation of any provision of
         this Indenture to which the Indenture Trustee shall be a

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<PAGE>

         party), the Indenture Trustee shall be held to represent all the
         Holders of the Notes of the affected Series, and it shall not be
         necessary to make any such Noteholder a party to any such Proceedings.

                  Section 5.05. Remedies; Priorities.

                  (a) If an Event of Default shall have occurred and be
         continuing for any Series, and the Notes of such Series have been
         accelerated as provided in subsection 5.03(a) or subsection 5.03(b),
         the Indenture Trustee shall (subject to Sections 5.06 and 12.16) do one
         or more of the following:

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

                           (ii) sell all or a portion of the Trust's interest in
                  the Principal Receivables, in an amount not to exceed the
                  Allocation Amount for the accelerated Series, and the related
                  Finance Charge Receivables, as shall constitute a part of the
                  Collateral (or rights of interest therein), at one or more
                  public or private sales called and conducted in any manner
                  permitted by law; and

                           (iii) subject to the last paragraph of this Section
                  5.05(a), take any other appropriate action to protect and
                  enforce the rights and remedies of the Indenture Trustee or
                  the Noteholders of the accelerated Series hereunder;

         provided, however, that the Indenture Trustee may not exercise the
         remedy in subparagraph (ii) above unless (A) the Holders of 100% of the
         outstanding principal amount of the Notes of the accelerated Series
         consent thereto, (B) the Indenture Trustee determines that the proceeds
         of such sale distributable to the Noteholders of the affected Series
         are sufficient to discharge in full all amounts then due and unpaid
         upon such Notes for principal and interest or (C) the Indenture Trustee
         determines that the Trust Estate may 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 the Holders
         of not less than 66 2/3% of the outstanding principal amount of the
         Notes of each Class of such affected Series. In determining such
         sufficiency or insufficiency with respect to clauses (B) and (C), the
         Indenture Trustee may, but need not, obtain and rely upon an opinion of
         an Independent investment banking or accounting firm of national
         reputation as to the feasibility of such proposed action and as to the
         sufficiency of the Trust Estate for such purpose.

                  The remedies provided in this Section 5.05(a) are the
         exclusive remedies provided to the Noteholders for an Event of Default,
         and each of the Noteholders (by their acceptance of their respective
         interest in the Notes) and the Indenture Trustee hereby expressly waive
         any other remedy that may be available under the applicable UCC.

                  (b) If the Indenture Trustee collects any money or property
         pursuant to this Article V following the acceleration of the maturities
         of the Notes of the affected Series pursuant to Section 5.03 (so long
         as such declaration shall not have been rescinded or annulled), it
         shall pay out the money or property in the following order:

                           FIRST: to the Indenture Trustee for amounts due
                  pursuant to Section 6.07;

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<PAGE>

                           SECOND: if Conseco Bank or an Affiliate of Conseco
                  Bank is no longer the Servicer, to the Servicer for amounts
                  due and unpaid to such Servicer with respect to the Servicing
                  Fee;

                           THIRD: to Holders of the Notes of such Series for
                  amounts due and unpaid on such Notes for interest, ratably,
                  without preference or priority of any kind (except to the
                  extent different priorities are established for different
                  classes within a Series in the applicable Indenture
                  Supplement), according to the amounts due and payable on such
                  Notes for interest;

                           FOURTH: to Holders of the Notes of such Series for
                  amounts due and unpaid on such Notes for principal, ratably,
                  without preference or priority of any kind (except to the
                  extent different priorities are established for different
                  classes within a Series in the applicable Indenture
                  Supplement), according to the amounts due and payable on such
                  Notes for principal;

                           FIFTH: to any Series Enhancer for such Series for
                  amounts due and unpaid to such Series Enhancer under the
                  Series Enhancement, in respect of which or for the benefit of
                  which such money has been collected, according to the terms of
                  the Series Enhancement;

                           SIXTH: to the Servicer for amounts due and unpaid to
                  such Servicer with respect to the Servicing Fee and then to
                  the Administrator for amounts due and unpaid to the
                  Administrator with respect to the Administration Fee;

                           SEVENTH: to the Owner Trustee for distribution
                  pursuant to the Trust Agreement.

                  (c) The Indenture Trustee may, upon notification to the Trust,
         fix a record date and payment date for any payment to Noteholders of
         the affected Series pursuant to this Section. At least fifteen (15)
         days before such record date, the Indenture Trustee shall mail or send
         by facsimile to each such Noteholder a notice that states the record
         date, the payment date and the amount to be paid.

                  (d) In addition to the application of money or property
         referred to in subsection 5.05(b) for an accelerated Series, amounts
         then held in the Collection Account, Special Funding Account or any
         Series Accounts for such Series and any amounts available under the
         Series Enhancement for such Series shall be used to make payments to
         the Holders of the Notes of such Series and the Series Enhancer for
         such Series in accordance with the terms of this Indenture, the related
         Indenture Supplement and the Series Enhancement for such Series.
         Following the sale of the Collateral (or portion thereof) for a Series
         and the application of the proceeds of such sale to such Series and the
         application of the amounts then held in the Collection Account, the
         Special Funding Account and any Series Accounts for such Series as are
         allocated to such Series and any amounts available under the Series
         Enhancement for such Series, such Series shall no longer be entitled to
         any allocation of Collections or other property constituting the
         Collateral under this Indenture, and the Notes of such Series shall no
         longer be Outstanding.

                  Section 5.06. Optional Preservation of the Collateral. If the
Notes of any Series have been declared to be due and payable under Section 5.03
following an Event of Default and such declaration and its consequences have not
been rescinded and annulled, and the Indenture Trustee has not received
direction from the Noteholders pursuant to Section 5.12, the Indenture Trustee
may, but need not, elect to maintain possession of the portion of the Collateral
allocated to such Notes. It is the desire of the parties hereto and the
Noteholders that there be at all times sufficient funds for the payment of
principal of and interest on the Notes, and the Indenture Trustee shall take
such desire into account when determining whether or not to maintain possession
of the Collateral allocated to such Notes. In determining whether to maintain
possession of the Collateral, the Indenture Trustee may, but need not, obtain
and rely upon an opinion of an Independent investment banking or accounting firm
of national

                                       42
<PAGE>

reputation as to the feasibility of such proposed action and as to the
sufficiency of the Collateral for such purpose.

                  Section 5.07. Limitation on Suits.

                  No Noteholder shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

                  (a) the Holders of not less than 25% of the aggregate
         outstanding principal amount of all Series (or, with respect to any
         such action, suit or proceeding that does not relate to all Series,
         Holders of not less than 25% of the aggregate outstanding principal
         amount of all Series to which such action or proceeding relates) have
         made written request to the Indenture Trustee to institute such
         proceeding in its own name as Indenture Trustee;

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

                  (c) such Noteholder or Noteholders has offered to the
         Indenture Trustee reasonable indemnity against the costs, expenses and
         liabilities to be incurred in compliance with such request;

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

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

it being understood and intended that no one or more Noteholders of the affected
Series shall have any right in any manner whatsoever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Noteholders of such Series or to obtain or to seek to obtain
priority or preference over any other Noteholders of such Series or to enforce
any right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all the Noteholders of such Series.

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

                                       43
<PAGE>

                  Section 5.08. Unconditional Rights of Noteholders to Receive
Principal and Interest.

                  Notwithstanding any other provision in this Indenture, each
Noteholder shall have the right which is absolute and unconditional to receive
payment of the principal of and premium, if any, and interest in respect of such
Note as such principal and interest becomes due and payable 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 5.09. 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, or has been determined adversely
to the Indenture Trustee or to such Noteholder, then and in every such case the
Trust, the Indenture Trustee and the Noteholder shall, subject to any
determination in such Proceeding, be restored severally and respectively to
their former positions hereunder, and thereafter all rights and remedies of the
Indenture Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.

                  Section 5.10. Rights and Remedies Cumulative.

                  Except as provided in Section 5.05, no right, remedy, power or
privilege herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right, remedy, power or
privilege, and every right, remedy, power or privilege shall, to the extent
permitted by law, be cumulative and in addition to every other right, remedy,
power or privilege given hereunder or now or hereafter existing at law or in
equity or otherwise. The assertion or exercise of any right or remedy shall not
preclude any other further assertion or the exercise of any other appropriate
right or remedy.

                  Section 5.11. Delay or Omission Not Waiver.

                  No failure to exercise and no delay in exercising, on the part
of the Indenture Trustee or of any Noteholder or other Person, any right or
remedy occurring hereunder upon any Event of Default shall impair any such right
or remedy or constitute a waiver thereof of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article V 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 5.12. Control By Noteholders.

                  The Holders of a majority of the outstanding principal amount
of the Notes of any Series, if an Event of Default has occurred and is
continuing for such Series, shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes of such Series or exercising any trust or
power conferred on the Indenture Trustee with respect to the Notes of such
Series; provided, however, that subject to Section 6.01:

                  (a) the Indenture Trustee shall have the right to decline any
         such direction if the Indenture Trustee, after being advised by
         counsel, determines that the action so directed is in conflict with any
         rule of law or with this Indenture; and

                  (b) the Indenture Trustee shall have the right to decline any
         such direction if the Indenture Trustee in good faith shall, by a
         Responsible Officer of the Indenture Trustee,

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         determine that the Proceedings so directed would be illegal or involve
         the Indenture Trustee in personal liability or be unjustly prejudicial
         to the Noteholders not parties to such direction.

                  Section 5.13. Waiver of Past Defaults.

                  Prior to the declaration of the acceleration of the maturity
of the Notes of the affected Series as provided in Section 5.03, a majority of
the Outstanding Amount of Notes of such Series may, on behalf of all such
Noteholders waive in writing any past default with respect to such Notes and its
consequences, except a default:

                  (a) in the payment of the principal of, premium, if any, or
         interest in respect of any Note of such Series, or

                  (b) in respect of a covenant or provision hereof that under
         Section 10.02 hereof cannot be modified or amended without the consent
         of the Noteholder of each Outstanding Note affected.

                  Upon any such written waiver, such default shall cease to
exist, and any Event of Default arising therefrom shall be deemed to have been
cured, for every purpose of this Indenture; but no such waiver shall extend to
any subsequent or other default or Event of Default or impair any right
consequent thereon.

                  Section 5.14. Undertaking for Costs.

                  All parties to this Indenture agree, and each Noteholder by
its acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees, against any party litigant in such suit, having due regard to
the merits and good faith of the claims or defenses made by such party litigant;
but the provisions of this Section shall not apply to any suit instituted by the
Indenture Trustee, to any suit instituted by any Noteholder, or group of
Noteholders, (in compliance with Section 5.08 hereof), holding in the aggregate
more than 10% of the Outstanding Amount of the Notes of the affected Series, or
to any suit instituted by any Noteholder for the enforcement of the payment of
the principal or interest in respect of any Note on or after the Payment Date on
which any of such amounts was due (or, in the case of redemption, on or after
the applicable Redemption Date).

                  Section 5.15. Waiver of Stay or Extension Laws.

                  The Trust 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, which may adversely affect the
covenants or the performance of this Indenture; and the Trust (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.

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<PAGE>

                  Section 5.16. Sale of Receivables.

                  (a) The method, manner, time, place and terms of any sale of
         Receivables (or interest therein) pursuant to Section 5.05(a) shall be
         commercially reasonable. The Indenture Trustee may from time to time
         postpone any sale by public announcement made at the time and place of
         such sale. The Indenture Trustee hereby expressly waives its right to
         any amount fixed by law as compensation for any sale.

                  (b) The Indenture Trustee is hereby irrevocably appointed the
         agent and attorney-in-fact of the Trust in connection with any sale of
         Receivables pursuant to Section 5.05(a)(iii) and (iv). No purchaser or
         transferee at any such 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 monies.

                  (c) In its exercise of the Foreclosure Remedy pursuant to
         Section 5.05(a), the Indenture Trustee shall solicit bids from
         Permitted Assignees for the sale of Principal Receivables in an amount
         equal to the Invested Amount with respect to the affected Series of
         Notes at the time of sale and the related Finance Charge Receivables
         (or interests therein). The Transferors or any of their affiliates
         (other than Conseco Finance Corp. ) who are Permitted Assignees shall
         be entitled to participate in, and to receive from the Indenture
         Trustee a copy of each other bid submitted in connection with, such
         bidding process; provided that (a) at least one participant other than
         the Transferors and any of their affiliates must submit a bona fide
         offer, and (b) the Transferors and any of their affiliates are
         prohibited from bidding an amount which exceeds fair value for the
         transferred assets. The Indenture Trustee shall sell such Receivables
         (or interests therein) to the bidder with the highest cash purchase
         offer. The proceeds of any such sale shall be applied in accordance
         with Section 5.05(b).

                  Section 5.17. 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 or
obtaining of or application for 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 Trust or by the levy of any
execution under such judgment upon any portion of the Collateral or upon any of
the assets of the Trust. Any money or property collected by the Indenture
Trustee shall be applied as specified in the applicable Indenture Supplement.

                  Section 5.18. Indenture Trustee May Enforce Claims Without
         Possession of Notes.

                  All rights of action and claims under the Indenture or the
Notes may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as Indenture Trustee. Any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be
for the ratable benefit of the Noteholders and any other parties entitled
thereto pursuant to the applicable Indenture Supplement in respect of which such
judgment has been obtained.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

                  Section 6.01. Duties of the Indenture Trustee.

                                       46
<PAGE>

                  (a) If an Event of Default with respect to a Series of Notes
         has occurred (which has not been cured or waived) and a Responsible
         Officer of the Indenture Trustee shall have actual knowledge or written
         notice of such Event of Default, the Indenture Trustee shall, prior to
         the receipt of directions, if any, from the Holders of not less than
         50% of the outstanding principal amount of such Series, exercise the
         rights and powers vested in it by this Indenture and use the same
         degree of care and skill in their exercise as a prudent person would
         exercise or use under the circumstances in the conduct of such person's
         own affairs.

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

                           (i) the 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 or negligence 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, the Indenture Trustee, upon
                  receipt of any resolutions, certificates, statements,
                  opinions, reports, documents, orders or other instruments
                  furnished to the Indenture Trustee which are specifically
                  required to be furnished pursuant to any provision of this
                  Indenture or any Indenture Supplement, shall examine them to
                  determine whether they substantially conform to the
                  requirements of this Indenture or any Indenture Supplement.
                  The Indenture Trustee shall give prompt written notice to the
                  Noteholders and each Rating Agency of any material lack of
                  conformity of any such instrument to the applicable
                  requirements of this Indenture or any Indenture Supplement
                  discovered by the Indenture Trustee which would entitle a
                  majority of the Outstanding Amount of the Notes to take any
                  action pursuant to this Indenture or any Indenture Supplement.

                  (c) In case an Amortization Event or Reinvestment Event with
         respect to a Series of Notes has occurred and is continuing and a
         Responsible Officer shall have actual knowledge or written notice of
         such Amortization Event or Reinvestment Event, the Indenture Trustee
         shall, prior to the receipt of directions, if any, from a majority of
         the Outstanding Amount of the Notes, exercise such of 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.

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

                           (i) this subsection shall not be construed to limit
                  the effect of subsection (a) 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 shall be proven that the Indenture Trustee
                  was negligent in ascertaining the pertinent facts; and

                           (iii) the Indenture Trustee shall not be liable with
                  respect to any action taken, suffered or omitted to be taken
                  by it in good faith in accordance with this Indenture and/or
                  the direction of a majority of the Outstanding Amount of the
                  Notes of each outstanding Series of Notes relating to the
                  time, method and place of conducting any proceeding for any
                  remedy available to the Indenture Trustee, or for exercising
                  any trust or power conferred upon the

                                       47
<PAGE>

                  Indenture Trustee, under this Indenture. The Indenture Trustee
                  shall not be liable for any action taken, suffered or omitted
                  to be taken by it in good faith in accordance with the
                  direction of the Servicer, the Transferors or the Trust in
                  compliance with the terms of this Agreement.

                  (e) No provision of this Indenture shall require the Indenture
         Trustee to expend or risk its own funds or otherwise incur any
         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 for believing that repayment of such funds or
         adequate indemnity against such risk or liability is not reasonably
         assured to it.

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

                  (g) Except as expressly provided in this Indenture, the
         Indenture Trustee shall have no power to vary the Collateral,
         including, without limitation, by (i) accepting any substitute payment
         obligation for a Receivable initially transferred to the Trust under
         the Transfer and Servicing Agreement, (ii) adding any other investment,
         obligation or security to the Trust or (iii) withdrawing from the Trust
         any Receivable (except as otherwise provided in the Transfer and
         Servicing Agreement).

                  (h) The Indenture Trustee shall have no responsibility or
         liability for investment losses on Eligible Investments.

                  (i) The Indenture Trustee shall notify each Rating Agency (i)
         of any change in any rating of the Notes by any other Rating Agency of
         which a Responsible Officer of the Indenture Trustee has actual
         knowledge, and (ii) immediately of the occurrence of any actual or
         potential Event of Default or Amortization Event of which a Responsible
         Officer of the Indenture Trustee has actual knowledge or has actual
         notice from the Servicer and (iii) monthly that no Events of Default
         have occurred and are continuing.

                  (j) For all purposes under this Indenture, the Indenture
         Trustee shall not be deemed to have notice or knowledge of any Event of
         Default, Amortization Event or Servicer Default unless a Trustee
         Officer assigned to and working in the Corporate Trust Office of the
         Indenture Trustee has actual knowledge thereof or has received written
         notice thereof. For purposes of determining the Indenture Trustee's
         responsibility and liability hereunder, any reference to an Event of
         Default, Amortization Event or Servicer Default shall be construed to
         refer only to such event of which the Indenture Trustee is deemed to
         have notice as described in this Section.

                  Section 6.02. Notice of Amortization Event, Reinvestment Event
or Event of Default.

                  Upon the occurrence of any Amortization Event, Reinvestment
Event or Event of Default of which a Responsible Officer has actual knowledge or
has received notice thereof, the Indenture Trustee shall transmit by mail to all
Noteholders as their names and addresses appear on the Note Register and the
Rating Agencies, notice of such Amortization, Reinvestment Event or Event of
Default hereunder known to the Indenture Trustee within 30 days after it occurs
or within ten Business Days after it receives such notice or obtains actual
notice, if later.

                  Section 6.03. Rights of Indenture Trustee.

                  Except as otherwise provided in Section 6.01 hereof:

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<PAGE>

                  (a) the Indenture Trustee may conclusively rely and shall
         fully be protected in acting or refraining from acting upon any
         resolution, certificate, statement, instrument, opinion, report,
         notice, request, direction, consent, order, bond, note or other paper
         or document reasonably believed by it to be genuine and to have been
         signed or presented by the proper party or parties;

                  (b) 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,
         rely upon an Officer's Certificate of the Trust. The Trust shall
         provide a copy of such Officer's Certificate to the Noteholders at or
         prior to the time the Indenture Trustee receives such Officer's
         Certificate;

                  (c) as a condition to the taking, suffering or omitting of any
         action by it hereunder, the Indenture Trustee may consult with counsel
         and the advice of such counsel or any Opinion of Counsel shall be full
         and complete authorization and protection in respect of any action
         taken, suffered or omitted by it hereunder in good faith and in
         reliance thereon;

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

                  (e) the Indenture Trustee shall not be bound to make any
         investigation into the facts or matters stated in any resolution,
         certificate, statement, instrument, opinion, report, notice, request,
         direction, consent, order, bond, note 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 Trust and the Servicer, personally or by agent or
         attorney;

                  (f) 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 (i) any misconduct or negligence
         on the part of any agent, attorney, custodians or nominees appointed
         with due care by it hereunder or (ii) the supervision of such agents,
         attorneys, custodians or nominees after such appointment with due care;

                  (g) the Indenture Trustee shall not be liable for any actions
         taken, suffered or omitted by it in good faith and believed by it to be
         authorized or within the discretion or rights conferred upon the
         Indenture Trustee by this Indenture; and

                  (h) in the event that the Indenture Trustee is also acting as
         Paying Agent and Transfer Agent and Registrar, the rights and
         protections afforded to the Indenture Trustee pursuant to this Article
         VI shall also be afforded to such Paying Agent and Transfer Agent and
         Registrar.

                  Section 6.04. Not Responsible for Recitals or Issuance of
Notes.

                  The recitals contained herein and in the Notes, except the
certificate of authentication of the Indenture Trustee, shall be taken as the
statements of the Trust, and the Indenture Trustee assumes no responsibility for
their correctness. The Indenture Trustee makes no representation as to the
validity or

                                       49
<PAGE>

sufficiency of the Agreement, the Notes, or any related document. The Indenture
Trustee shall not be accountable for the use or application by the Trust of the
proceeds from the Notes.

                  Section 6.05. May Hold Notes.

                  The Indenture Trustee, any Paying Agent, Transfer Agent and
Registrar or any other agent of the Trust, in its individual or any other
capacity, may become the owner or pledgee of Notes and may otherwise deal with
the Trust with the same rights it would have if it were not Indenture Trustee,
Paying Agent, Transfer Agent and Registrar or such other agent.

                  Section 6.06. Money Held in Trust.

                  Money held by the Indenture Trustee in trust hereunder need
not be segregated from other funds held by the Indenture Trustee in trust
hereunder except to the extent required herein or required by law. The Indenture
Trustee shall be under no liability for interest on any money received by it
hereunder except as otherwise agreed upon in writing by the Indenture Trustee
and the Trust.

                  Section 6.07. Compensation, Reimbursement and Indemnification.

                  Pursuant to the Transfer and Servicing Agreement, the Trust
shall direct the Servicer to pay and the Servicer shall pay to the Indenture
Trustee from time to time reasonable compensation for its services. The
Indenture Trustee's compensation shall not be limited by any law on compensation
of a trustee of an express trust. Pursuant to the Transfer and Servicing
Agreement, the Servicer shall reimburse the Indenture Trustee for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Indenture Trustee's agents, counsel, accountants and experts. Pursuant to the
Transfer and Servicing Agreement, the Trust shall direct the Servicer to
indemnify and the Servicer shall indemnify the Indenture Trustee against any and
all loss, liability or expense (including the fees of either in-house counsel or
outside counsel (which the Indenture Trustee shall determine), but not both)
incurred by it in connection with the administration of this trust and the
performance of its duties hereunder. The Indenture Trustee shall notify the
Trust and the Servicer promptly of any claim for which it may seek indemnity.
Failure by the Indenture Trustee to so notify the Trust and the Servicer shall
not relieve the Trust or the Servicer of its obligations hereunder unless such
loss, liability or expense could have been avoided with such prompt notification
and then only to the extent of such loss, expense or liability which could have
been so avoided. Pursuant to the Transfer and Servicing Agreement, the Servicer
shall defend any claim against the Indenture Trustee, the Indenture Trustee may
have separate counsel and, if it does, the Servicer shall pay the fees and
expenses of such counsel. Neither the Trust nor the Servicer need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

                  The Servicer'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 5.02(c) or (d) with respect to the Trust, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

                  Section 6.08. Replacement of Indenture Trustee.

                  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

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<PAGE>

Trustee pursuant to this Section. The Indenture Trustee may resign at any time
by giving 30 days' written notice to the Trust. A majority of the Outstanding
Amount of the Notes may remove the Indenture Trustee by so notifying the
Indenture Trustee and may appoint a successor Indenture Trustee. The Trust 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 of the Indenture Trustee or of its property
         shall be appointed, or any public officer takes charge of the Indenture
         Trustee or its property or its affairs for the purpose of
         rehabilitation, conservation or liquidation; or

                  (iv) the Indenture Trustee otherwise becomes incapable of
         acting or legally unable to act.

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

                  A successor Indenture Trustee shall deliver a written
acceptance of its appointment to the retiring Indenture Trustee, the Trust and
to the Administrator. 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 Trust or the Holders of a majority of the Outstanding
Amount of the Notes may petition any court of competent jurisdiction for the
appointment of a successor Indenture Trustee.

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

                  Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Trust's obligations under Section 6.07 shall
continue for the benefit of the retiring Indenture Trustee.

                  Section 6.09. 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 or banking association without any further act shall
be the successor Indenture Trustee; provided, that such corporation or banking
association shall be otherwise qualified and eligible under Section 6.11. The
Indenture Trustee shall provide the Rating Agencies written notice of any such
transaction promptly after such transaction.

                  In case at the time such successor or successors by merger,
conversion, consolidation or transfer 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

                                       51
<PAGE>

certificate of authentication of any predecessor Indenture 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 in the name of the successor to the Indenture Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Notes or in this Indenture provided that the certificate of the Indenture
Trustee shall have.

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

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

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

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

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

                  (d) Any separate trustee or co-trustee may at any time
         constitute the Indenture Trustee, its agent or attorney-in-fact with
         full power and authority, to the extent not prohibited by law, to

                                       52
<PAGE>

         do any lawful act under or in respect of this Indenture on its behalf
         and in its name. If any separate trustee or co-trustee shall die,
         become incapable of acting, resign or be removed, all of its estates,
         properties, rights, remedies and trusts shall vest in and be exercised
         by the Indenture Trustee, to the extent permitted by law, without the
         appointment of a new or successor trustee.

                  Section 6.11. Eligibility; Disqualification.

                  The Indenture Trustee shall at all times satisfy the
requirements of TIA ss.310(a). The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and its long-term unsecured debt shall be
rated at least Baa3 by Moody's, BBB- by Standard & Poor's and BBB- by Fitch. The
Indenture Trustee shall comply with TIA ss.310(b), including the optional
provision permitted by the second sentence of TIA ss.310(b)(9); provided,
however, that there shall be excluded from the operation of TIA ss.310(b)(1) any
indenture or indentures under which other securities of the Trust are
outstanding if the requirements for such exclusion set forth in TIA ss.310(b)(1)
are met.

                  The Indenture Trustee (1) shall meet the requirements of
Section 26(a)(1) of the Investment Company Act, (2) shall not be an Affiliate of
the Trust, any Transferor, the Servicer, any Account Owner or the Administrator
and (3) shall not offer or provide credit or credit enhancement to the Trust. In
case at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in Section 6.08.

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

                  Section 6.13. Tax Returns.

                  In the event the Trust shall be required to file tax returns,
the Trust shall cause the Servicer to prepare or cause to be prepared such tax
returns and the Trust shall cause the Servicer to provide such tax returns to
the Owner Trustee for signature at least five days before such tax returns are
due to be filed. The Trust shall also cause the Servicer, in accordance with the
terms of each Indenture Supplement, to prepare or cause to be prepared all tax
information required by law to be distributed to Noteholders and shall deliver
such information to the Owner Trustee at least five days prior to the date it is
required by law to be distributed to Noteholders. The Owner Trustee, upon
request, will furnish the Servicer with all such information known to the Owner
Trustee as may be reasonably required in connection with the preparation of all
tax returns of the Trust, and shall, upon request, execute such returns. In no
event shall the Owner Trustee be liable for any liabilities, costs or expenses
of the Trust or any Noteholder arising under any tax law, including without
limitation, federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect
thereto arising from a failure to comply therewith).

                  Section 6.14. Representations and Covenants of the Indenture
Trustee.

                  The Indenture Trustee represents, warrants and covenants that:

                  (a) The Indenture Trustee is a national banking association
         duly organized and validly existing under the laws of the United States
         of America;

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                  (b) The Indenture Trustee has full power and authority to
         deliver and perform this Indenture and has taken all necessary action
         to authorize the execution, delivery and performance by it of this
         Indenture and other Transaction Documents to which it is a party; and

                  (c) Each of this Indenture and other Transaction Documents to
         which it is a party has been duly executed and delivered by the
         Indenture Trustee and constitutes its legal, valid and binding
         obligation in accordance with its terms.

                  Section 6.15. Custody of the Collateral.

                  The Indenture Trustee shall hold such of the Collateral as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of Minnesota. The
Indenture Trustee shall hold such of the Collateral as constitutes investment
property through the Securities Intermediary which Securities Intermediary shall
agree, and U.S. Bank Trust National Association as the initial Securities
Intermediary hereby does agree (and any successor Securities Intermediary before
being appointed as Securities Intermediary shall agree) with the Indenture
Trustee that (a) such investment property shall at all times be credited to a
securities account of the Indenture Trustee, (b) such Securities Intermediary
shall treat the Indenture Trustee as entitled to exercise the rights that
comprise each financial asset credited to such securities account, (c) all
property credited to such securities account shall be treated as financial
assets, (d) such Securities Intermediary shall comply with entitlement orders
originated by the Indenture Trustee without the further consent of any other
person or entity, (e) such Securities Intermediary will not agree with any
person or entity other than the Indenture Trustee to comply with entitlement
orders originated by such other person or entity, (f) such securities accounts
and the property credited thereto shall not be subject to any lien, security
interest, or right of set-off in favor of such Securities Intermediary or anyone
claiming through it (other than the Indenture Trustee), and (g) such agreement
(including this agreement by U.S. Bank Trust National Association as the initial
Securities Intermediary) shall be governed by the laws of the State of New York.
Terms used in this Section that are defined in the Minnesota UCC or the New York
UCC, as applicable, and not otherwise defined herein shall have the meaning set
forth in the Minnesota UCC or the New York UCC, as applicable. Except as
permitted by this Section 6.15, the Indenture Trustee shall not hold any part of
the Collateral through an agent or nominee.

                                  ARTICLE VII

          NOTEHOLDERS' LIST AND REPORTS BY INDENTURE TRUSTEE AND TRUST

                  Section 7.01. Trust to Furnish Indenture Trustee Names and
Addresses of Noteholders.

                  The Trust will furnish or cause to be furnished to the
Indenture Trustee (a) upon each transfer of a Note, a list, in such form as the
Indenture Trustee may reasonably require, of the names, addresses and taxpayer
identification numbers of the Noteholders as they appear on the Note Register as
of the most recent Record Date, and (b) at such other times, as the Indenture
Trustee may request in writing, within 10 days after receipt by the Trust 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 for so
long as the Indenture Trustee is the Transfer Agent and Registrar, no such list
should be required to be furnished.

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                  Section 7.02. Preservation of Information; Communications to
Noteholders.

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

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

                  (c) The Trust, the Indenture Trustee and the Transfer Agent
         and Registrar shall have the protection of TIA ss.312(c).

                  Section 7.03. Reports by Trust.

                  (a) The Trust shall:

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

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

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

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

                  Section 7.04. Reports by Indenture Trustee.

                  If required by TIA ss.313(a), within 60 days after each March
31 beginning with March 31, 2002, the Indenture Trustee shall mail to each
Noteholder as required by TIA ss.313(c) a brief report dated as of such date
that complies with TIA ss.313(a). The Indenture Trustee also shall comply with
TIA ss.313(b).

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

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                                  ARTICLE VIII

                    ALLOCATION AND APPLICATION OF COLLECTIONS

                  Section 8.01. Collection of Money.

                  Except as otherwise expressly provided herein and in the
related Indenture Supplement, the Indenture Trustee may demand payment or
delivery of, and shall receive and collect, directly and without intervention or
assistance of any fiscal agent or other intermediary, all money and other
property payable to or receivable by the Indenture Trustee pursuant to this
Indenture. The Indenture Trustee shall hold all such money and property received
by it in trust for the Noteholders and shall apply it as provided in this
Indenture. Except as otherwise expressly provided in this Indenture, if any
default occurs in the making of any payment or performance under the Transfer
and Servicing Agreement or any other Transaction Document, the Indenture Trustee
may, and upon the request of the Holders of a majority of the Outstanding Amount
of the Notes shall, take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of appropriate
proceedings. Any such action shall be without prejudice to any right to claim an
Amortization Event, Reinvestment Event or a Default or Event of Default under
this Indenture and to proceed thereafter as provided in Article V hereof.

                  Section 8.02. Rights of Noteholders.

                  The Collateral shall secure the obligations of the Trust to
pay to the Holders of the Notes of each Series principal and interest and other
amounts payable pursuant to this Indenture and the related Indenture Supplement.
Except as specifically set forth in the Indenture Supplement with respect
thereto, the Notes of any Series or Class shall not have the right to payment
from any Series Account or Series Enhancement allocated for the benefit of any
other Series or Class.

                  Section 8.03. Establishment of Collection Account and Special
Funding Account.

                  The Servicer, for the benefit of the Noteholders, shall
establish and maintain for each Pool with the Indenture Trustee or its nominee
in the name of the Indenture Trustee, on behalf of the Trust, an Eligible
Deposit Account (including any subaccount thereof) bearing a designation clearly
indicating that the funds and other property credited thereto are held for the
benefit of the Noteholders relating to such Pool (the "Collection Account").
Where the Indenture or any Indenture Supplement employs the term "Collection
Account" such reference shall implicitly refer to the "Collection Account" of
the related Pool, unless explicitly otherwise provided. The Indenture Trustee
shall possess all right, title and interest in all monies, instruments,
investment property, documents, certificates of deposit and other property
credited from time to time to the Collection Account and in all proceeds,
earnings, income, revenue, dividends and distributions thereof for the benefit
of the Noteholders.

                  Each Collection Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders relating to
such Pool. Except as expressly provided in this Indenture and the Transfer and
Servicing Agreement, the Servicer agrees that it shall have no right of setoff
or banker's lien against, and no right to otherwise deduct from, any funds held
in the Collection Account for any amount owed to it by the Indenture Trustee,
the Trust, any Noteholder or any Series Enhancer. If, at any time, the
Collection Account ceases to be an Eligible Deposit Account, the Indenture
Trustee (or the Servicer on its behalf) 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 Collection Account meeting the conditions specified
above, transfer any monies, documents, instruments, investment property,
certificates of deposit and other property to such new Collection Account and
from the date such new Collection Account is established, it shall be the
"Collection Account." Pursuant to the

                                       56
<PAGE>

authority granted to the Servicer in subsection 3.01(b) of the Transfer and
Servicing Agreement, the Servicer shall have the power to instruct the Indenture
Trustee to make withdrawals and payments from the Collection Account for the
purposes of carrying out the Servicer's or the Indenture Trustee's duties
hereunder and under the Transfer and Servicing Agreement, as applicable. The
Servicer shall reduce deposits into the Collection Account payable by the Trust
on any Deposit Date to the extent the Trust is entitled to receive funds from
the Collection Account on such Deposit Date, but only to the extent such
reduction would not reduce the Transferor Amount to an amount less than the
Required Transferor Amount.

                  Funds on deposit in the Collection Account (other than
investment earnings and amounts deposited pursuant to Sections 2.06 or 7.01 of
the Transfer and Servicing Agreement or Section 11.02 of this Agreement) shall
at the written direction of the Servicer be invested by the Indenture Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Indenture Trustee for the benefit of the Noteholders
pursuant to Section 6.15. Investments of funds representing Collections
collected during any Monthly Period shall be invested in Eligible Investments
that will mature so that such funds will be available no later than the close of
business on each monthly Transfer Date following such Monthly Period in amounts
sufficient to the extent of such funds to make the required distributions on the
following Payment Date. No such Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Indenture Trustee may sell,
liquidate or dispose of any such Eligible Investment before its maturity, at the
written direction of the Servicer, if such sale, liquidation or disposal would
not result in a loss of all or part of the principal portion of such Eligible
Investment or if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment. Unless directed by the Servicer, funds deposited in
the Collection Account on a Transfer Date with respect to the immediately
succeeding Payment Date are not required to be invested overnight. On each
Payment Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Collection Account shall be
treated as Collections of Finance Charge Receivables of the related Pool with
respect to the last day of the related Monthly Period, except as otherwise
specified in any Indenture Supplement. The Indenture Trustee shall bear no
responsibility or liability for any losses resulting from investment or
reinvestment of any funds in accordance with this Section nor for the selection
of Eligible Investments in accordance with the provisions of this Indenture and
any Indenture Supplement.

                  The Servicer, for the benefit of the Noteholders with respect
to a particular Pool, shall establish and maintain with the Indenture Trustee or
its nominee in the name of the Indenture Trustee, on behalf of the Trust, an
Eligible Deposit Account (including any subaccounts thereof) bearing a
designation clearly indicating that the funds and other property credited
thereto are held for the benefit of the Noteholders relating to such Pool (the
"Special Funding Account"). The Indenture Trustee shall possess all right, title
and interest in all monies, instruments, investment property, documents,
certificates of deposit and other property credited from time to time to the
Special Funding Account and in all proceeds, dividends distributions, earnings,
income and revenue thereof for the benefit of the Noteholders. The Special
Funding Account with respect to a Pool shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders relating to
such Pool. Except as expressly provided in this Indenture and the Transfer and
Servicing Agreement, the Servicer shall have no right of setoff or banker's lien
against, and no right to otherwise deduct from, any funds and other property
held in the Special Funding Account for any amount owed to it by the Indenture
Trustee, the Trust, any Noteholder or any Series Enhancer. If, at any time, the
Special Funding Account ceases to be an Eligible Deposit Account, the Indenture
Trustee (or the Servicer on its behalf) 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 Special Funding Account meeting the conditions
specified above, transfer any monies, documents, instruments, investment
property, certificates of deposit and other property to such new Special Funding
Account and from the date such new Special Funding Account is established, it

                                       57
<PAGE>

shall be the "Special Funding Account." Where this Indenture or any Indenture
Supplement employs the term "Special Funding Account" such reference shall
implicitly refer to the "Special Funding Account" of the related Pool, unless
explicitly otherwise provided. Upon deposit of funds into the Special Funding
Account, the Servicer shall provide written notice of the allocation of any
funds deposited to the Special Funding Account to a particular Pool.

                  Funds on deposit in the Special Funding Account shall at the
written direction of the Servicer be invested by the Indenture Trustee in
Eligible Investments selected by the Servicer. All such Eligible Investments
shall be held by the Indenture Trustee for the benefit of the Noteholders
pursuant to Section 6.15. Funds on deposit in the Special Funding Account on any
date will be invested in Eligible Investments that will mature so that such
funds will be available no later than the close of business on the immediately
following Transfer Date. No such Eligible Investment shall be disposed of prior
to its maturity; provided, however, that the Indenture Trustee may sell,
liquidate or dispose of an Eligible Investment before its maturity, at the
written direction of the Servicer, if such sale, liquidation or disposal would
not result in a loss of all or part of the principal portion of such Eligible
Investment or if, prior to the maturity of such Eligible Investment, a default
occurs in the payment of principal, interest or any other amount with respect to
such Eligible Investment. Unless directed by the Servicer, funds deposited in
the Special Funding Account on a Transfer Date with respect to the immediately
succeeding Payment Date are not required to be invested overnight. On each
Payment Date, all interest and other investment earnings (net of losses and
investment expenses) on funds on deposit in the Special Funding Account shall be
treated as Collections of Finance Charge Receivables of the related Pool with
respect to the last day of the related Monthly Period except as otherwise
specified in the related Indenture Supplement. On each Business Day on which
funds are on deposit in the Special Funding Account and on which no Series with
respect to the related Pool is in an Accumulation Period or Amortization Period,
the Servicer shall determine the amount (if any) by which the Transferor Amount
with respect to such Pool exceeds the Required Transferor Amount with respect to
such Pool on such date and shall instruct the Indenture Trustee to withdraw any
such excess from the Special Funding Account and pay such amount to the holders
of the Transferors' Interest.

                  If an Accumulation Period or Amortization Period has commenced
and is continuing with respect to one or more outstanding Series with respect to
the related Pool, any funds on deposit in the Special Funding Account shall be
treated as Shared Principal Collections with respect to such Pool and shall be
allocated and distributed in accordance with Section 8.05 and the terms of each
Indenture Supplement.

                  If the Servicer determines at any time that by decreasing the
amount on deposit in the Special Funding Account, any Series relating to such
Pool then outstanding which is issued pursuant to an Indenture Supplement which
permits partial amortization as provided in this Section 8.03 may be prevented
from experiencing an Amortization Event based upon insufficiency of yield, the
Servicer shall on the next succeeding Payment Date instruct the Indenture
Trustee in writing to apply funds on deposit in the Special Funding Account as
"Partial Amortization SFA Amounts" to such Series (and if more than one such
Series, to each on a pro rata basis according to the Invested Amount of each
such Series) in an amount such that the Special Funding Account is reduced to an
amount which, based on the then current investment yield, would not cause a
yield insufficiency Amortization Event for any such Series then outstanding. In
addition, the Servicer shall instruct the Indenture Trustee in writing to apply
funds on deposit in the Special Funding Account to each such Series on such pro
rata basis as Partial Amortization SFA Amounts on any Payment Date to the extent
the Transferors so determine in written instructions provided to the Servicer on
or prior to the Determination Date preceding such Payment Date.

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<PAGE>

                  Section 8.04. Collections and Allocations.

                  (a) The Servicer will apply or will instruct the Indenture
         Trustee to apply all funds on deposit in the Collection Account as
         described in this Article VIII and in each Indenture Supplement. Except
         as otherwise provided below, the Servicer shall deposit Collections
         received with respect to a particular Pool into the Collection Account
         for such Pool as promptly as possible after the Date of Processing of
         such Collections, but in no event later than the second Business Day
         following the Date of Processing. Subject to the express terms of any
         Indenture Supplement, but notwithstanding anything else in this
         Indenture or the Transfer and Servicing Agreement to the contrary, for
         so long as any of the following conditions are satisfied: (i) Conseco
         Bank, Inc. remains the Servicer and maintains a commercial paper rating
         of not less than A-1 by Standard & Poor's and P-1 by Moody's, (ii)
         Conseco Bank, Inc. remains the Servicer, no Amortization Event,
         Reinvestment Event or Event of Default shall have occurred, Conseco
         Finance Corp., maintains a commercial paper rating of not less than A-1
         by Standard & Poor's and P-1 by Moody's, Conseco Bank, Inc. remains a
         wholly-owned subsidiary of Conseco Finance Corp. (directly or
         indirectly) and, in the event that there is any material change in the
         financing relationship between Conseco Bank, Inc. and Conseco Finance
         Corp., (A) Conseco Bank, Inc. shall have notified each Rating Agency
         and (B) the Rating Agency Condition shall be satisfied with respect to
         such material change, or (iii) any other arrangements are made such
         that the Rating Agency Condition is satisfied with respect thereto, and
         for five Business Days following any reduction of any such rating or
         change in ownership or the failure to meet any other condition, the
         Servicer need not make the daily deposits of Collections into the
         Collection Account as provided in the preceding sentence, but may make
         a single deposit in the Collection Account in immediately available
         funds not later than 1:00 p.m., New York City time, on the Transfer
         Date following the Monthly Period with respect to which such deposit
         relates.

                  (b) Collections of Finance Charge Receivables, Principal
         Receivables and Defaulted Receivables will be allocated to each Series
         of Notes and to the Trust for distribution to the holders of the
         Transferors' Interest (pursuant to the Trust Agreement) in accordance
         with this Article VIII and each Indenture Supplement, and amounts so
         allocated to any Series will not, except as specified in the related
         Indenture Supplement, be available to the Noteholders of any other
         Series. Allocations of the foregoing amounts between the Holders of the
         Notes and the Holders of the Transferors' Interest, among the Series
         and among the Classes in any Series, shall be set forth in the related
         Indenture Supplement or Indenture Supplements.

                  On each Determination Date, after the amounts of all
         allocations have been determined (i) with respect to all outstanding
         Series and (ii) as provided for in any applicable Indenture Supplement,
         the Servicer may, with the consent of each Transferor, allocate any
         excess Collections which would otherwise be payable to the Trust at the
         Transferors' direction to one or more of the outstanding Series subject
         to the following conditions:

                           (i) on or before the fifth Business Day immediately
                  preceding such allocation, the Servicer shall have given the
                  Indenture Trustee and each Rating Agency notice of such
                  allocation;

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

                           (iii) the Servicer shall have delivered to the
                  Indenture Trustee an Officer's Certificate, dated the date of
                  such allocation, to the effect that the Servicer reasonably
                  believes that such allocation will not have an Adverse Effect.

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                  Section 8.05. Shared Principal Collections and Shared
Transferor Principal Collections.

                  (a) On each Payment Date, (a) the Servicer shall allocate
         Shared Principal Collections (as described below) to each Principal
         Sharing Series within a particular Principal Sharing Group, pro rata,
         in proportion to the Principal Shortfalls, if any, with respect to each
         such Series and (b) the Servicer shall withdraw from the Collection
         Account and pay to the Trust for distribution to the holders of the
         Transferors' Interest in accordance with the Trust Agreement an amount
         equal to the excess, if any, of (x) the aggregate amount for all
         outstanding Series in such Principal Sharing Group of Collections of
         Principal Receivables which the related Indenture Supplements specify
         are to be treated as "Shared Principal Collections" (including the net
         proceeds from any New Issuance as provided in Section 2.12(e)) for such
         Payment Date over (y) the aggregate amount for all outstanding Series
         in such Principal Sharing Group which the related Indenture Supplements
         specify are "Principal Shortfalls" for such Series and for such Payment
         Date; provided, however, that if the Transferor Amount for the related
         Pool as of such Payment Date (determined after giving effect to the
         Principal Receivables or Participation Interests transferred to and in
         the Trust on such date) is less than the Required Transferor Amount,
         the Servicer will not distribute to the Trust for distribution to the
         holders of the Transferors' Interest in accordance with the Trust
         Agreement any such amounts that otherwise would be distributed to the
         Trust for distribution to the holders of the Transferors' Interest in
         accordance with the Trust Agreement, but shall deposit such funds in
         the Special Funding Account with respect to such Pool. The Trust may,
         at its option, instruct the Indenture Trustee to deposit Shared
         Principal Collections which are otherwise payable to the Trust for
         distribution to the holders of the Transferors' Interest in accordance
         with the Trust Agreement pursuant to the provisions set forth above
         into such Special Funding Account.

                  (b) The Servicer will determine the amount of Collections of
         Principal Receivables for any Monthly Period allocated to the Holders
         of the Transferors' Interest with respect to any Pool but not due to
         the Holder of any Supplemental Certificate or interest and other
         amounts payable to the Trust with respect to Collections of Principal
         Receivables with respect to such Pool, regardless of whether such
         Collections were initially allocated to the Transferors' Interest or
         any Series ("Shared Transferor Principal Collections"). The Servicer
         will allocate the Shared Transferor Principal Collections to cover any
         Principal Shortfalls for Series with respect to such Pool that have not
         been covered out of the Shared Principal Collections allocated to each
         such Series that has been designated in the applicable Indenture
         Supplement as being entitled to receive Shared Transferor Principal
         Collections, and the remaining Shared Transferor Principal Collections
         will be paid to the Trust to be distributed under the Trust Agreement.
         If Principal Shortfalls remaining after the application of Shared
         Principal Collections exceed related Shared Transferor Principal
         Collections for any Monthly Period, such Shared Transferor Principal
         Collections will be allocated pro rata among each such Series in
         accordance with the Indenture Supplement for such Series; provided,
         however, the sharing of Shared Transferor Principal Collections among
         Series will commence only upon the delivery by each Transferor to the
         Indenture Trustee of an Officer's Certificate to the affect that, in
         the reasonable judgment of such Transferor, the sharing of Shared
         Transferor Principal Collections would not have adverse regulatory
         implications with respect to such Transferor or any Affiliate thereof
         and such sharing will continue only until such time, if any, at which
         each Transferor shall deliver to the Indenture Trustee an Officer's
         Certificate to the effect that, in the reasonable belief of such
         Transferor, the continued sharing of Shared Transferor Principal
         Collections among Series would have adverse regulatory implications
         with respect to such Transferor or any Affiliate thereof. Following the
         delivery by each Transferor of such an Officer's Certificate to the
         Indenture Trustee, there will not be any further sharing of Shared
         Transferor Principal Collections among Series.

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                  Section 8.06. Additional Withdrawals from the Collection
Account.

                  On or before the Determination Date with respect to any
Monthly Period, the Servicer shall determine the amounts payable to each
Transferor with respect to such Monthly Period under the Transfer and Servicing
Agreement in respect of amounts credited to the Collection Account that were not
transferred to the Trust hereunder, and the Servicer shall withdraw such amounts
from the Collection Account and pay such amount to the appropriate Transferor.

                  Section 8.07. Allocation of Collateral to Pools.

                  To the extent so provided in the Indenture Supplement for any
Series or in an Indenture Supplement otherwise executed pursuant to Section
10.01, Receivables conveyed to the Trust pursuant to Section 2.01 of the
Transfer and Servicing Agreement and Receivables or Participation Interests
conveyed to the Trust pursuant to Section 2.09 of the Transfer and Servicing
Agreement and any assignment or any Participation Interest Supplement, and all
Collections received with respect thereto may be allocated or applied in whole
or in part to one or more Pools as may be provided in such Indenture Supplement,
provided, however, that any such allocation or application shall be effective
only upon satisfaction of the following conditions:

                           (i) on or before the fifth Business Day immediately
                  preceding such allocation, the Servicer shall have given the
                  Indenture Trustee and each Rating Agency written notice of
                  such allocation;

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

                           (iii) the Servicer shall have delivered to the
                  Indenture Trustee an Officer's Certificate, dated the date of
                  such allocation, to the effect that the Servicer reasonably
                  believes that such allocation will not have an Adverse Effect.

                  Any such Indenture Supplement may provide that (i) such
allocation to one or more particular Pools may terminate upon the occurrence of
certain events specified therein and (ii) that upon the occurrence of any such
event, such assets and any Collections with respect thereto, shall be
reallocated to other Pools or to all Series, all as shall be provided in such
Indenture Supplement.

                  Section 8.08a. Reallocation Groups. Collections of Finance
Charge Receivables and other amounts specified in the Indenture Supplement for
each Series in a Reallocation Group shall be reallocated to cover interest and
expenses related to each Series in such Group as specified in such Indenture
Supplement. The reallocation provisions of the Indenture Supplement for each
Series in the same Reallocation Group are required to be identical in all
material respects.

                  Section 8.08b. Shared Enhancement Groups. More than one Series
in a particular Shared Enhancement Group may share collections of Finance Charge
Receivables and certain other amounts and share in the same credit enhancement
as shall be specified in the Indenture Supplement for each Series in such Group,
or, if the sharing is between subseries in the same Series, as shall be
specified in the Indenture Supplement for the Series containing each such
subseries. Such sharing may take the form, among others, of Classes of Notes of
one or more Series in a particular Shared Enhancement Group issued from time to
time which are subordinate to other Classes issued at the same or at different
times in the same or in different Series in such Group.

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                  Section 8.08c. Excess Finance Charge Sharing Groups.

                  On each Payment Date, (a) the Servicer shall allocate Excess
Finance Charge Collections to each Excess Finance Charge Sharing Series in a
particular Excess Finance Charge Sharing Group pro rata, in proportion to the
Finance Charge Shortfalls, if any, with respect to each such Series and (b) the
Servicer shall withdraw from the Collection Account and pay to the Trust an
amount equal to the excess, if any, of (i) the aggregate amount for all such
outstanding Series of Collections of Finance Charge Receivables which the
related Indenture Supplements specify are to be treated as "Excess Finance
Charge Collections" for such Payment Date over (ii) the aggregate amount for all
outstanding Series in such group which the related Indenture Supplements specify
are "Finance Charge Shortfalls" for such Series and such Payment Date; provided,
however, that the sharing of Excess Finance Charge Collections among Series will
continue only until such time, if any, at which any Transferor shall deliver to
the Indenture Trustee an Officer's Certificate to the effect that, in the
reasonable belief of such Transferor, the continued sharing of Excess Finance
Charge and Administrative Collections among Series would have adverse regulatory
implications with respect to such Transferor. Following the delivery by a
Transferor of such an Officer's Certificate to the Indenture Trustee there will
not be any further sharing of Excess Finance Charge Collections among Series.

                  Section 8.09. Release of Collateral.

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

                  (b) The Indenture Trustee upon Issuer Order shall authorize
         the Servicer to execute in the name and on behalf of the Indenture
         Trustee instruments of satisfaction or cancellation, or of partial or
         full release or discharge, and other comparable instruments with
         respect to the Receivables (and the Indenture Trustee shall execute any
         such documents on request of the Servicer), subject to the obligations
         of the Servicer under the Transfer and Servicing Agreement.

                  (c) Upon Issuer Order, the Indenture Trustee shall, at such
         time as there are no Notes outstanding, release and transfer, without
         recourse, any remaining portion of the Collateral that secured the
         Notes (other than any cash held for the payment of the Notes pursuant
         to Section 4.02) that secured the Notes from the Lien of this Indenture
         and release to the Trust or any other Person entitled thereto any funds
         and other property then credited to the Collection Account, the Special
         Funding Account and any other account established pursuant to Section
         8.02 or an Indenture Supplement. The Indenture Trustee shall release
         property from the lien of this Indenture pursuant to this Section only
         upon receipt of an Issuer Order accompanied by an Officer's
         Certificate, an Opinion of Counsel and (if required by the TIA)
         Independent Certificates in accordance with TIA ss.ss.314(c) and
         314(d)(1) meeting the applicable requirements of Section 12.01.

                  (d) Notwithstanding anything to the contrary in this
         Indenture, the Transfer and Servicing Agreement and the Trust
         Agreement, immediately prior to the release of any portion of the
         Collateral or any funds on deposit in the Series Accounts pursuant to
         this Indenture, the Indenture Trustee shall remit to the Transferors
         (the amount distributed to each Transferor shall be determined based
         upon the Issuer Order delivered to the Indenture Trustee) for their
         respective accounts any funds that, upon such release, would otherwise
         be remitted to the Trust.

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                  Section 8.10. Opinion of Counsel.

                  The Indenture Trustee shall receive at least seven days'
notice when requested by the Trust to take any action pursuant to Section
8.09(a), accompanied by copies of any instruments involved, and the Indenture
Trustee shall also require, as a condition to such action, an Opinion of
Counsel, in form and substance reasonably satisfactory to the Indenture Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking of
such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Collateral. The Indenture Trustee and 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

                    DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS

                  Distributions shall be made to, and reports shall be provided
to, Noteholders as set forth in the Transfer and Servicing Agreement and the
applicable Indenture Supplement. The identity of the Noteholders with respect to
distributions and reports shall be determined according to the immediately
preceding Record Date.

                                   ARTICLE X

                             SUPPLEMENTAL INDENTURES

                  Section 10.01. Supplemental Indentures Without Consent of
Noteholders.

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

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

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

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

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

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

                           (vi) to modify, eliminate or add to the provisions of
                  this Indenture to such extent as shall be necessary, as
                  evidenced by an Opinion of Counsel, 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;

                           (vii) to provide for the issuance of one or more new
                  Series of Notes, in accordance with the provisions of Section
                  2.12 hereof; or

                           (viii) to provide for the termination of any interest
                  rate swap agreement or other form of credit enhancement in
                  accordance with the provisions of the related Indenture
                  Supplement;

         provided, however, the Trust and the Indenture Trustee, when authorized
         by an Issuer Order, at any time and from time to time, may enter into
         one or more indentures supplemental hereto (which shall conform to the
         provisions of the TIA as in force at the date of the execution
         thereof), in form satisfactory to the Indenture Trustee, without the
         consent of the Holders of any Notes but with prior notice to the Rating
         Agencies and provided that a final supplemental indenture signed by the
         parties thereto shall be delivered to each Rating Agency within 10 days
         of its execution in order to (A) 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, (B) to make any other provisions with respect
         to matters or questions arising under this Indenture or in any
         supplemental indenture and (C) qualify for sale treatment under
         generally accepted accounting principles; provided, that such action
         shall not have an Adverse Effect and, in the case of clause (C), the
         Transferors shall have delivered a Tax Opinion to the Indenture Trustee
         with respect to such supplemental indenture.

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

                  (b) The Trust, the Servicer, and the Indenture Trustee, when
         authorized by an Issuer Order, may, also without the consent of any
         Noteholders of any Series then Outstanding but with prior notice to the
         Rating Agencies and upon satisfaction of the Rating Agency Condition
         with respect to the Notes of all Series, enter into an indenture or
         indentures supplemental hereto for the purpose of adding any provisions
         to, or changing in any manner or eliminating any of the provisions of,
         this Indenture or of modifying in any manner the rights of the Holders
         of the Notes under this Indenture; provided, however, that (i) each
         Transferor shall have delivered to the Indenture Trustee an Officer's
         Certificate, dated the date of any such action, stating that such
         Transferor reasonably believes that such action will not have an
         Adverse Effect and (ii) a Tax Opinion shall have been delivered to the
         Indenture Trustee. Additionally, notwithstanding the preceding
         sentence, the Trust and the Indenture Trustee, when authorized by an
         Issuer Order, may, also without the consent of any Noteholders of any
         Series then Outstanding, enter into an indenture or indentures
         supplemental hereto to add, modify or eliminate such provisions as may
         be necessary or advisable in order to enable all or a portion of the
         Trust (i) to qualify as, and to permit an election to be made to cause
         the Trust to be treated as, a "financial asset securitization
         investment trust" as described in the provisions of Section 860L of the
         Code, and (ii) to avoid the imposition of state or local income or
         franchise taxes imposed on the Trust's property or its income;
         provided, however, that (i) each Transferor delivers to the Indenture
         Trustee and the Owner Trustee an Officer's Certificate to the

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         effect that the proposed amendments meet the requirements set forth in
         this subsection, (ii) each Rating Agency will have notified the
         Transferors, the Servicer, the Indenture Trustee and the Owner Trustee
         in writing that the amendment will not result in a reduction or
         withdrawal of the rating of any outstanding Series or Class as to which
         it is a Rating Agency and (iii) such amendment does not affect the
         rights, duties or obligations of the Indenture Trustee or the Owner
         Trustee hereunder without such trustee's consent. The amendments which
         the Transferors may make without the consent of Noteholders pursuant to
         the preceding sentence may include, without limitation, the addition of
         a sale of Receivables.

                  Section 10.02. Supplemental Indentures with Consent of
Noteholders.

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

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

                  (b) impair the right to institute suit for the enforcement of
         the provisions of this Indenture requiring the application of funds
         available therefor, as provided in Article V, to the payment of any
         such amount due on the Notes on or after the respective due dates
         thereof (or, in the case of redemption, on or after the Redemption
         Date);

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

                  (d) reduce the percentage of the Outstanding Amount of any
         Notes, the consent of the Holders of which is required to direct the
         Indenture Trustee to sell or liquidate the Collateral if the proceeds
         of such sale would be insufficient to pay the principal amount and
         accrued but unpaid interest on the outstanding Notes of such Series;

                  (e) decrease the percentage of the Outstanding Amount of the
         Notes required to amend the sections of this Indenture which specify
         the applicable percentage of the aggregate principal amount of the
         Notes of such Series necessary to amend the Indenture or any
         Transaction Documents which require such consent;

                  (f) modify or alter the provisions of this Indenture regarding
         the voting of Notes held by the Trust, any other Obligor on the Notes,
         a Transferor or any affiliate thereof; 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 for any Notes or, except as otherwise permitted or
         contemplated herein, terminate the lien of this Indenture on any such

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         Collateral at any time subject hereto or deprive the Holder of any Note
         of the security provided by the lien of this Indenture.

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

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

                  Promptly after the execution by the Trust and the Indenture
Trustee of any Supplement Indenture pursuant to this Section, the Indenture
Trustee shall mail to the Holders of the Notes to which such amendment or
supplemental indenture relates written 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 10.03. Execution of Supplemental Indentures.

                  In executing, or permitting the additional trusts created by,
any supplemental indenture permitted by this Article X or the modification
thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to Sections 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's own rights, duties,
liabilities or immunities under this Indenture or otherwise.

                  Section 10.04. Effect of Supplemental Indenture.

                  Upon the execution of any supplemental indenture under this
Article X, this Indenture shall be modified in accordance therewith, and such
supplemental indenture shall form a part of this Indenture for all purposes, and
every Holder of Notes theretofore or thereafter authenticated and delivered
hereunder shall be bound thereby.

                  Section 10.05. Conformity with Trust Indenture Act.

                  Every amendment of this Indenture and every supplemental
indenture executed pursuant to this Article X shall conform to the requirements
of the TIA as then in effect so long as this Indenture shall then be qualified
under the TIA.

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                  Section 10.06. Reference in Notes to Supplemental Indentures.

                  Notes authenticated and delivered after the execution of any
supplemental indenture pursuant to this Article X 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
Trust shall so determine, new Notes so modified as to conform, in the opinion of
the Indenture Trustee and the Trust, to any such supplemental indenture may be
prepared and executed by the Trust and authenticated and delivered by the
Indenture Trustee in exchange for the outstanding Notes.

                                   ARTICLE XI

                                   TERMINATION

                  Section 11.01. Termination of Trust.

                  The Trust and the respective obligations and responsibilities
of the Trust, the Servicer and the Indenture Trustee created under this
Indenture (other than the obligation of the Indenture Trustee to make payments
to Noteholders as hereinafter set forth) shall terminate, except with respect to
the duties described in subsection 11.02(b), on the date the Trust is dissolved
as provided in Section 8.01 of the Trust Agreement.

                  Section 11.02. Final Distribution.

                  (a) The Servicer shall give the Indenture Trustee at least 30
         days' prior notice of the Payment Date on which the Noteholders of any
         Series or Class may surrender their Notes for payment of the final
         distribution on and cancellation of such Notes (or, in the event of a
         final distribution resulting from the application of Section 2.06, 6.01
         or 7.01 of the Transfer and Servicing Agreement, notice of such Payment
         Date promptly after the Servicer has determined that a final
         distribution will occur, if such determination is made less than 30
         days prior to such Payment Date). Such notice shall be accompanied by
         an Officer's Certificate setting forth the information specified in
         Section 3.05 of the Transfer and Servicing Agreement covering the
         period during the then-current calendar year through the date of such
         notice. Not later than the fifth day of the month in which the final
         distribution in respect of such Series or Class is payable to
         Noteholders, the Indenture Trustee shall provide notice to Noteholders
         of such Series or Class specifying (i) the date upon which final
         payment of such Series or Class will be made upon presentation and
         surrender of Notes of such Series or Class at the office or offices
         therein designated, (ii) the amount of any such final payment and (iii)
         that the Record Date otherwise applicable to such payment date is not
         applicable, payments being made only upon presentation and surrender of
         such Notes at the office or offices therein specified (which, in the
         case of Bearer Notes, shall be outside the United States). The
         Indenture Trustee shall give such notice to the Transfer Agent and
         Registrar and the Paying Agent at the time such notice is given to
         Noteholders.

                  (b) Notwithstanding a final distribution to the Noteholders of
         any Series or Class (or the termination of the Trust), except as
         otherwise provided in this paragraph, all funds then on deposit in the
         Collection Account and any Series Account allocated to such Noteholders
         shall continue to be held in trust for the benefit of such Noteholders,
         and the Paying Agent or the Indenture Trustee shall pay such funds to
         such Noteholders upon surrender of their Notes, if certificated (and
         any excess shall be paid in accordance with the terms of any
         Enhancement Agreement). In the event that all such Noteholders shall
         not surrender their Notes for cancellation within six months after the
         date specified in the notice from the Indenture Trustee described in
         paragraph (a), the Indenture Trustee shall give a second notice to the
         remaining such Noteholders to surrender their Notes for cancellation
         and receive the final distribution with respect thereto (which
         surrender and payment, in the case of Bearer Notes, shall be outside
         the

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         United States). If within one year after the second notice all such
         Notes shall not have been surrendered for cancellation, the Indenture
         Trustee may take appropriate steps, or may appoint an agent to take
         appropriate steps, to contact the remaining such Noteholders concerning
         surrender of their Notes, and the cost thereof shall be paid out of the
         funds in the Collection Account or any Series Account held for the
         benefit of such Noteholders. The Indenture Trustee and the Paying Agent
         shall pay to the Transferors any monies held by them for the payment of
         principal or interest that remains unclaimed for two years. After
         payment to the Transferors, Noteholders entitled to the money must look
         to the Transferors for payment as general creditors unless an
         applicable abandoned property law designates another Person.

                  Section 11.03. Defeasance.

                  Notwithstanding anything to the contrary in this Indenture or
any Indenture Supplement:

                  (a) The Trust may at its option be discharged from its
         obligations hereunder with respect to any Series or all outstanding
         Series (each, a "Defeased Series") on the date the applicable
         conditions set forth in subsection 11.03(c) are satisfied (a
         "Defeasance"); provided, however, that the following rights,
         obligations, powers, duties and immunities shall survive with respect
         to each Defeased Series until otherwise terminated or discharged
         hereunder: (i) the rights of the Holders of Notes of the Defeased
         Series to receive, solely from the trust funds provided for in
         subsection 11.03(c), payments in respect of interest on and principal
         of such Notes when such payments are due; (ii) the Trust's obligations
         with respect to such Notes under Sections 2.05 and 2.06; (iii) the
         rights, powers, trusts, duties, and immunities of the Indenture
         Trustee, the Paying Agent and the Registrar hereunder; and (iv) this
         Section and Section 12.16.

                  (b) Subject to subsection 11.03(c), the Trust at its option
         may cause Collections allocated to each Defeased Series and available
         to purchase additional Receivables to be applied to purchase Eligible
         Investments rather than additional Receivables.

                  (c) The following shall be the conditions precedent to any
         Defeasance under subsection 11.03(a):

                           (i) the Trust irrevocably shall have deposited or
                  caused to be deposited with the Indenture Trustee (such
                  deposit to be made from other than the Transferors' or any
                  Affiliate of the Trust's funds), under the terms of an
                  irrevocable trust agreement in form and substance satisfactory
                  to the Indenture Trustee, as trust funds in trust for making
                  the payments described below, (A) Dollars (or for Notes
                  denominated in another currency, that currency) in an amount
                  equal to, or (B) Eligible Investments (or for Notes
                  denominated in a currency other than Dollars, the investments,
                  if any, specified in the related Indenture Supplement) which
                  through the scheduled payment of principal and interest in
                  respect thereof will provide, not later than the due date of
                  payment thereon, money in an amount equal to, or (C) a
                  combination thereof, in each case sufficient to pay and
                  discharge (without relying on income or gain from reinvestment
                  of such amount), and which shall be applied by the Indenture
                  Trustee to pay and discharge, all remaining scheduled interest
                  and principal payments on all outstanding Notes of each
                  Defeased Series on the dates scheduled for such payments in
                  this Indenture and the applicable Indenture Supplements and
                  all amounts owing to the Series Enhancers with respect to each
                  Defeased Series;

                           (ii) a statement from a firm of nationally recognized
                  independent public accountants (who may also render other
                  services to the Trust) to the effect that such deposit is
                  sufficient to pay the amounts specified in clause (i) above;

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                           (iii) prior to its first exercise of its right
                  pursuant to this Section with respect to a Defeased Series to
                  substitute money or Eligible Investments for Receivables, the
                  Trust shall have delivered to the Indenture Trustee an Opinion
                  of Counsel to the effect contemplated by clause (b) of the
                  definition in Section 1.01, of the term "Tax Opinion" (the
                  preparation and delivery of which shall not be at the expense
                  of the Indenture Trustee) with respect to such deposit and
                  termination of obligations, and an Opinion of Counsel to the
                  effect that such deposit and termination of obligations will
                  not result in the Trust being required to register as an
                  "investment company" within the meaning of the Investment
                  Company Act;

                           (iv) the Trust shall have delivered to the Indenture
                  Trustee an Officer's Certificate of each Transferor stating
                  that such Transferor reasonably believes that such deposit and
                  termination of obligations will not, based on the facts known
                  to such officer at the time of such certification, then cause
                  a Amortization Event with respect to any Series or any event
                  that, with the giving of notice or the lapse of time, would
                  result in the occurrence of a Amortization Event with respect
                  to any Series; and

                           (v) the Rating Agency Condition shall have been
                  satisfied and the Trust shall have delivered copies of such
                  written notice to the Servicer and the Indenture Trustee.

                                  ARTICLE XII

                                  MISCELLANEOUS

                  Section 12.01. Compliance Certificates and Opinions etc.

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

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

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

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

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

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

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                  (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 Trust shall, in addition to any obligation
         imposed in subsection 12.01(a) or elsewhere in this Indenture, furnish
         to the Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of each person signing such certificate as to the fair
         value (within 90 days of such deposit) to the Trust of the Collateral
         or other property or securities to be so deposited.

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

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

                           (iv) Whenever the Trust is required to furnish to the
                  Indenture Trustee an Officer's Certificate certifying or
                  stating the opinion of any signer thereof as to the matters
                  described in clause (iii) above, the Trust shall also furnish
                  to the Indenture Trustee (if required by the TIA) an
                  Independent Certificate as to the same matters if the fair
                  value of the property or securities and of all other property
                  or securities released from the lien of this Indenture since
                  the commencement of the then current calendar year, as set
                  forth in the certificates required by clause (iii) above and
                  this clause (iv), equals 10% or more of the Outstanding Amount
                  of the Notes, but such certificate need not be furnished in
                  the case of any release of property or securities if the fair
                  value thereof as set forth in the related Officer's
                  Certificate is less than $25,000 or less than one percent of
                  the then Outstanding Amount of the Notes.

                           (v) Notwithstanding Section 2.11 or any other
                  provision of this Section, the Trust may (A) collect,
                  liquidate, sell or otherwise dispose of Receivables as and to
                  the extent permitted or required by the Transaction Documents
                  and (B) make cash payments out of the Series Accounts as and
                  to the extent permitted or required by the Transaction
                  Documents.

                  Section 12.02. 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

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

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

                  Whenever in this Indenture, in connection with any application
or certificate or report to the Indenture Trustee, it is provided that the Trust
shall deliver any document as a condition of the granting of such application,
or as evidence of the Trust'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 Trust 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 12.03. Acts of Noteholders.

                  (a) Any request, demand, authorization, direction, notice,
         consent, waiver or other action provided by this Indenture to be given
         or taken by Noteholders may be embodied in and evidenced by one or more
         instruments of substantially similar tenor signed by such Noteholders
         in person or by agent duly appointed in writing and satisfying any
         requisite percentages as to minimum number or dollar value of
         outstanding principal amount represented by such Noteholders; and,
         except as herein otherwise expressly provided, such action shall become
         effective when such instrument or instruments are delivered to the
         Indenture Trustee, and, where it is hereby expressly required, to the
         Trust. Such instrument or instruments (and the action embodied therein
         and evidenced thereby) are herein sometimes referred to as the "Act" of
         the Noteholders signing such instrument or instruments. Proof of
         execution of any such instrument or of a writing appointing any such
         agent shall be sufficient for any purpose of this Indenture and
         conclusive in favor of the Indenture Trustee and the Trust, if made in
         the manner provided in this Section 12.03.

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

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

                  (d) Any request, demand, authorization, direction, notice,
         consent, waiver or other action by the Holder of any Notes shall bind
         the Holder (and any transferee thereof) of every Note issued upon the
         registration thereof in exchange therefor or in lieu thereof, in
         respect of anything done, omitted

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         or suffered to be done by the Indenture Trustee or the Trust in
         reliance thereon, whether or not notation of such action is made upon
         such Note.

                  Section 12.04. Notices, Etc. to Indenture Trustee and Trust.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or other documents provided or permitted
by the Agreement to be made upon, given or furnished to, or filed with:

                  (a) the Indenture Trustee by any Noteholder or by the Trust
         shall be sufficient for every purpose hereunder if made, given,
         furnished or filed in writing to a Trustee Officer, by facsimile
         transmission, electronic transmission, or by other means acceptable to
         the Indenture Trustee to or with the Indenture Trustee at its Corporate
         Trust Office; or

                  (b) the Trust by the Indenture Trustee or by any Noteholder
         shall be sufficient for every purpose hereunder if in writing and (i)
         mailed, first-class postage prepaid, to the Trust addressed to it at
         Conseco Private Label Credit Card Master Note Trust, Rodney Square
         North, 1100 North Market Street, Wilmington, Delaware 19890-0001 or at
         any other address previously furnished in writing to the Indenture
         Trustee by the Trust or (ii) delivered electronically to the address
         previously furnished in writing to the Indenture Trustee. A copy of
         each notice to the Trust shall be sent in writing and mailed,
         first-class postage prepaid, to Conseco Private Label Credit Card
         Master Note Trust, c/o Conseco Finance Corp., 1100 Landmark Towers, 345
         St. Peter Street, Saint Paul, Minnesota 55102, Attention: _________.

                  Section 12.05. Notices to Noteholders; Waiver.

                  Where the Indenture provides for notice to Noteholders of any
event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if in writing and (a) mailed by registered or certified mail
or first class postage prepaid or national overnight courier service or (b)
delivered electronically in a manner acceptable to the Servicer, the Owner
Trustee on behalf of the Trust and the Indenture Trustee, to each Noteholder
affected by such event, 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. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice, nor any defect in any notice
so mailed, to any particular Noteholder shall affect the sufficiency of such
notice with respect to other Noteholders, and any notice which 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 waiver.

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

                  Where this Indenture provides for notice to any Rating Agency,
failure to give such notice shall not affect any other rights or obligations
created hereunder and shall not under any circumstances constitute a Default, an
Event of Default, an Amortization Event or a Reinvestment Event.

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                  Section 12.06. Alternate Payment and Notice Provisions.

                  Notwithstanding any provision of this Indenture or any of the
Notes to the contrary, the Trust, with the consent of the Indenture Trustee, may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is different from the methods provided for in this Indenture for such
payments or notices. The Trust 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 12.07. Conflict with Trust Indenture Act.

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

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

                  Section 12.08. Effect of Headings and Table of Contents.

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

                  Section 12.09. Successors and Assigns.

                  All covenants and agreements in this Indenture by the Trust
shall bind its successors and assigns, whether so expressed or not.

                  Section 12.10. Separability.

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

                  Section 12.11. Benefits of Indenture.

                  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders, any benefit.

                  Section 12.12. Governing Law.

                  The Indenture and each Note shall be construed in accordance
with and governed by the laws of the State of New York applicable to agreements
made and to be performed therein.

                  Section 12.13. Counterparts.

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

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                  Section 12.14. Trust Obligation.

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

                  Section 12.15. No Petition.

                  The Indenture Trustee, by entering into this Indenture, and
each Noteholder, by accepting a Note, hereby covenant and agree that they will
not at any time institute against the Trust or the Transferors, or join in any
institution against the Trust or the Transferors, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law.

                  Section 12.16. Limitation of Liability. Notwithstanding any
other provision herein or elsewhere, this Indenture has been executed and
delivered by Wilmington Trust Company, not in its individual capacity, but
solely in its capacity as Owner Trustee of the Trust, in no event shall
Wilmington Trust Company in its individual capacity have any liability in
respect of the representations, warranties, or obligations of the Trust
hereunder or under any other document, as to all of which recourse shall be had
solely to the assets of the Trust, and for all purposes of this Indenture and
each other document, the Owner Trustee (as such or in its individual capacity)
shall be subject to, and entitled to the benefits of, the terms and provisions
of the Trust Agreement.

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


                                         CONSECO PRIVATE LABEL CREDIT CARD
                                         MASTER NOTE TRUST

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


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


                                         CONSECO BANK, INC.


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



                                         U.S. BANK TRUST NATIONAL ASSOCIATION,
                                         not in its individual capacity, but
                                         solely as Indenture Trustee and
                                         Securities Intermediary


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