<PAGE>   1
                                                                     EXHIBIT 4.1

                                                                      OH&S Draft
                                                                        02/16/00



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



                ADVANTA EQUIPMENT RECEIVABLES SERIES 2000-__ LLC,

                                     Issuer




                      Class A-1 [____%] Asset Backed Notes
                      Class A-2 [____%] Asset Backed Notes
                      Class A-3 [____%] Asset Backed Notes
                      Class A-4 [____%] Asset Backed Notes
                       Class B [____%] Asset Backed Notes
                       Class C [____%] Asset Backed Notes
                           Class D Asset Backed Notes


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

                                    INDENTURE

                         Dated as of __________ __, 2000


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


                            -------------------------,

                                     Trustee




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

<PAGE>   2



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

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

<TABLE>
<CAPTION>
      Trust Indenture
        Act Section                                                                                   Indenture Section
      ---------------                                                                                 -----------------
<S>                                                                                                   <C>
      310(a)(1)...................................................................................           6.11
         (a)(2)...................................................................................           6.11
         (a)(3)...................................................................................           6.10
         (a)(4)...................................................................................      Not Applicable
         (b)......................................................................................        6.08(a)(1)
         (c)......................................................................................      Not Applicable
      311(a)......................................................................................           6.12
         (b)......................................................................................           6.12
      312(a)......................................................................................           7.01(a)
         (b)......................................................................................           7.02(b)
         (c)......................................................................................           7.02(c)
      313(a)......................................................................................           7.04
         (b)......................................................................................           7.04
         (c)......................................................................................           7.04
         (d)......................................................................................           7.04
      314(a)......................................................................................           3.09, 7.03(a)
         (b)......................................................................................           3.06
         (c)(1)...................................................................................           2.09, 8.04(b)
         (c)(2)...................................................................................           2.09, 8.04(b), 11.01(a)
         (c)(3)...................................................................................           2.09, 8.04(b), 11.01(a)
         (d)(1)...................................................................................           2.09, 8.04(b), 11.01(a)
         (d)(2)...................................................................................      Not Applicable
         (d)(3)...................................................................................      Not Applicable
         (e)......................................................................................          11.01(a)
      315(a)......................................................................................           6.01(b)
         (b)......................................................................................           6.05
         (c)......................................................................................           6.01(b)
         (d)......................................................................................           6.01(b)
         (d)(1)...................................................................................           6.01(b)
         (d)(2)...................................................................................           6.01(c)
         (d)(3)...................................................................................           6.01(c)
         (e)......................................................................................           5.13
      316(a)(1)(A)................................................................................           5.11
      316(a)(1)(B)................................................................................           5.12
      316(a)(2)...................................................................................      Not Applicable
      316(b)......................................................................................           5.07
      317(a)(1)...................................................................................           5.03
      317(a)(2)...................................................................................           5.03
      317(b)......................................................................................           5.03
      318(a)......................................................................................          11.07
</TABLE>


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


<PAGE>   3


                                TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                                            PAGE

<S>                                                                                                         <C>
GRANTING CLAUSE..............................................................................................3

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

Section 1.01.      (a)  Definitions..........................................................................4

Section 1.02.      Incorporation by Reference of Trust Indenture Act........................................12

Section 1.03.      Calculations of Interest.................................................................12

                                   ARTICLE II

                                   THE NOTES

Section 2.01.      Form.....................................................................................13

Section 2.02.      Execution, Authentication and Delivery...................................................13

Section 2.03.      Temporary Notes..........................................................................13

Section 2.04.      Registration; Registration of Transfer and Exchange......................................14

Section 2.05.      Mutilated, Destroyed, Lost or Stolen Notes...............................................15

Section 2.06.      Persons Deemed...........................................................................16

Section 2.07.      Interest Rates; Maturity Dates; Payment of Principal and Interest; Defaulted Interest....16

Section 2.08.      Cancellation.............................................................................18

Section 2.09.      Release of Collateral....................................................................18

Section 2.10.      Book-Entry Interests.....................................................................18

Section 2.11.      Notices to Clearing Agency...............................................................19

Section 2.12.      Definitive Notes.........................................................................19

                                  ARTICLE III

                                   COVENANTS

Section 3.01.      Payment of Principal and Interest........................................................21

Section 3.02.      Maintenance of Office or Agency..........................................................21

Section 3.03.      Money for Payments To Be Held in Trust...................................................21

Section 3.04.      Existence................................................................................22

Section 3.05.      Protection of Trust Estate...............................................................23
</TABLE>

                                       -i-

<PAGE>   4
                                TABLE OF CONTENTS
                                  (CONTINUED)

<TABLE>
<CAPTION>
                                                                                                           PAGE
<S>                                                                                                        <C>
Section 3.06.      Opinions as to Trust Estate..............................................................23

Section 3.07.      Performance of Obligations; Servicing of Contracts.......................................23

Section 3.08.      Negative Covenants.......................................................................25

Section 3.09.      Statements as to Compliance..............................................................26

Section 3.10.      Issuer May Consolidate, etc., Only on Certain Terms......................................26

Section 3.11.      Successor or Transferee..................................................................27

Section 3.12.      No Other Business........................................................................28

Section 3.13.      No Borrowing.............................................................................28

Section 3.14.      Servicer's Obligations...................................................................28

Section 3.15.      Guarantees, Loans, Advances and Other Liabilities........................................28

Section 3.16.      Capital Expenditures.....................................................................28

Section 3.17.      Notice of Events of Default..............................................................28

Section 3.18.      Further Instruments and Acts.............................................................28

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01.      Satisfaction and Discharge of Indenture..................................................29

Section 4.02.      Application of Trust Money...............................................................30

Section 4.03.      Repayment of Moneys Held by Paying Agent.................................................30

                                   ARTICLE V

                                    REMEDIES

Section 5.01.      Events of Default........................................................................31

Section 5.02.      Acceleration of Maturity; Rescission and Annulment.......................................32

Section 5.03.      Collection of Indebtedness and Suits for Enforcement

                   by Trustee...............................................................................32

Section 5.04.      Remedies; Priorities.....................................................................34

Section 5.05.      Optional Preservation of the Contracts...................................................36

Section 5.06.      Limitation of Suits......................................................................37

Section 5.07.      Unconditional Rights of Noteholders to Receive Principal and Interest....................37
</TABLE>

                                      -ii-
<PAGE>   5
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
Section 5.08.      Restoration of Rights and Remedies.......................................................37

Section 5.09.      Rights and Remedies Cumulative...........................................................38

Section 5.10.      Delay or Omission Not a Waiver...........................................................38

Section 5.11.      Control by Noteholders...................................................................38

Section 5.12.      Waiver of Past Default...................................................................38

Section 5.13.      Undertaking for Costs....................................................................39

Section 5.14.      Waiver of Stay or Extension Laws.........................................................39

Section 5.15.      Action on Notes..........................................................................39

Section 5.16.      Performance and Enforcement of Certain Obligations.......................................39

                                   ARTICLE VI

                                  THE TRUSTEE

Section 6.01.      Duties of Trustee........................................................................41

Section 6.02.      Rights of Trustee........................................................................42

Section 6.03.      Individual Rights of Trustee.............................................................42

Section 6.04.      Trustee's Disclaimer.....................................................................43

Section 6.05.      Notice of Defaults.......................................................................43

Section 6.06.      Reports by Trustee to Holders............................................................43

Section 6.07.      Compensation and Indemnity...............................................................43

Section 6.08.      Replacement of Trustee...................................................................44

Section 6.09.      Successor Trustee by Merger..............................................................45

Section 6.10.      Appointment of Co-Trustee or Separate Trustee............................................45

Section 6.11.      Eligibility; Disqualification............................................................46

Section 6.12.      Preferential Collection of Claims Against................................................46

                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

Section 7.01.      Issuer To Furnish Trustee Names and Addresses of Noteholders.............................47

Section 7.02.      Preservation of Information; Communications to Noteholders...............................47

Section 7.03.      Reports by Issuer........................................................................47
</TABLE>

                                     -iii-
<PAGE>   6
                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
Section 7.04.      Reports by Trustee.......................................................................48

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

Section 8.01.      Collection of Money......................................................................49

Section 8.02.      Collection and Reserve Accounts..........................................................49

Section 8.03.      General Provisions Regarding Accounts....................................................49

Section 8.04.      Release of Trust Estate..................................................................50

Section 8.05.      Opinion of Counsel.......................................................................50

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

Section 9.01.      Supplemental Indentures Without Consent of Noteholders...................................52

Section 9.02.      Supplemental Indentures with Consent of Noteholders......................................53

Section 9.03.      Execution of Supplemental Indentures.....................................................54

Section 9.04.      Effect of Supplemental Indenture.........................................................54

Section 9.05.      Conformity With Trust Indenture Act......................................................54

Section 9.06.      Reference in Notes to Supplemental Indentures............................................55

                                   ARTICLE X

                              REDEMPTION OF NOTES

Section 10.01.     Redemption...............................................................................56

Section 10.02.     Form of Redemption Notice................................................................56

Section 10.03.     Notes Payable on Redemption Date.........................................................57

                                   ARTICLE XI

                                 MISCELLANEOUS

Section 11.01.     Compliance Certificates and Opinions etc.................................................58

Section 11.02.     Form of Documents Delivered to Trustee...................................................59

Section 11.03.     Acts of Noteholders......................................................................60

Section 11.04.     Notices, etc. to Trustee, Issuer and Rating Agencies.....................................60
</TABLE>

                                      -iv-
<PAGE>   7

                                TABLE OF CONTENTS
                                  (CONTINUED)
<TABLE>
<CAPTION>
                                                                                                            PAGE
<S>                                                                                                         <C>
Section 11.05.     Notices to Noteholders; Waiver...........................................................61

Section 11.06.     Alternate Payment and Notice Provisions..................................................61

Section 11.07.     Conflict with Trust Indenture Act........................................................62

Section 11.08.     Effect of Headings and Table of Contents.................................................62

Section 11.09.     Successors and Assigns...................................................................62

Section 11.10.     Separability.............................................................................62

Section 11.11.     Benefits of Indenture....................................................................62

Section 11.12.     Legal Holidays...........................................................................62

Section 11.13.     GOVERNING LAW............................................................................62

Section 11.14.     Counterparts.............................................................................62

Section 11.15.     Recording of Indenture...................................................................63

Section 11.16.     Trust Obligation.........................................................................63

Section 11.17.     No Petition..............................................................................63

Section 11.18.     Inspection...............................................................................63

Section 11.19.     Restrictions on Transfer of Class D Notes................................................63

Section 11.20.     Tax Treatment............................................................................63
</TABLE>

                                      -v-

<PAGE>   8

                                    EXHIBITS

<TABLE>
<S>                                                                                                         <C>
EXHIBIT A - List of Contracts [Deemed Incorporated].........................................................A-1
EXHIBIT B - Form of Transfer and Servicing Agreement........................................................B-1
EXHIBIT C - Form of Depository Agreement....................................................................C-1
EXHIBIT D - Form of Note....................................................................................D-1
EXHIBIT E - Form of Class D Note Transferee Certificate.....................................................E-1
</TABLE>

                                       vi
<PAGE>   9

     This INDENTURE dated as of __________ __, 2000 is hereby executed by and
between ADVANTA EQUIPMENT RECEIVABLES SERIES 2000-__ LLC, a Nevada limited
liability company (the "Issuer") and _________________________, (the "Trustee").

     Each party agrees as follows for the benefit of the other party and for the
equal and ratable benefit of the Holders of the Issuer's Class A-1 [____%] Asset
Backed Notes, Class A-2 [____%] Asset Backed Notes, Class A-3 [____%] Asset
Backed Notes, Class A-4 [____%] Asset Backed Notes, Class B [____%] Asset Backed
Notes, Class C [____%] Asset Backed Notes and Class D Asset Backed Notes,
(collectively, the "Notes"):

                                 GRANTING CLAUSE

     The Issuer hereby Grants to the Trustee at the Closing Date, as Trustee for
the benefit of the Holders of the Notes, all of the Issuer's right, title and
interest, whether now owned or hereafter acquired, in, to and under all
accounts, money, chattel paper, securities, instruments, documents, deposit
accounts, certificates of deposit, letters of credit, advices of credit,
banker's acceptances, uncertificated securities, investment property, general
intangibles, contract rights, goods and other property consisting of, arising
from or relating to (a) the Contracts listed on the List of Contracts and all
obligations of the Obligors thereunder, including all monies (including accrued
interest but excluding Excluded Amounts) due or to become due thereon on or
after the Cut-off Date (provided that the Issuer has not received and this Grant
does not include any interest in the Residual Interests related to the
Contracts); (b) the Issuer's security interest in the Financed Equipment; (c)
any and all Collections and Related Security with respect to the Contracts; (d)
all balances, monies, securities, investment property, instruments and other
property received or held from time to time in the Collection Account and the
Reserve Account, and in all interest, dividends, earnings, income and other
distributions from time to time received, receivable or otherwise distributed to
or in respect thereto; (e) the Transfer and Servicing Agreement and the Issuer's
rights to enforce the provisions of, and to benefit from the representations,
warranties and covenants made in the Transfer and Servicing Agreement; and (f)
all present and future claims, demands, causes and chose 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 thereof (collectively, the
"Collateral").

     The foregoing Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts owing in respect of, the Notes and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture. This Indenture shall be deemed to be and hereby is a security
agreement within the meaning of Article 8 of the UCC as in effect in the States
of New York, Utah and Nevada.

     The Trustee, as Trustee on behalf of the Holders of the Notes, acknowledges
such Grant, accepts the trusts under this Indenture in accordance with the
provisions of this Indenture and agrees to perform its duties as expressly set
forth in this Indenture.

                                       3
<PAGE>   10

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.01. (a) Definitions. Except as otherwise specified herein or as
the context may otherwise require, the following terms have the respective
meanings set forth below for all purposes of this Indenture.

     "Act" has the meaning specified in Section 11.03(a).

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

     "Authorized Officer" means any manager of the Issuer or any officer of the
Managing Member who is authorized to act for the Issuer in matters relating to
the Issuer and who is identified on the list of Authorized Officers, containing
the specimen signature of each such Person, delivered to the Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

     "Basic Documents" means this Indenture, the Transfer and Servicing
Agreement, the Underwriting Agreement and other documents and certificates
delivered in connection therewith.

     "Book-Entry Interest" means a beneficial interest in the Notes or any Class
of Notes ownership and transfers of which shall be made through book entries by
a Clearing Agency as described in Section 2.10.

     "Business Day" means any day other than a Saturday, a Sunday or a day on
which banking institutions or trust companies in the City of New York and Salt
Lake City, Utah, and in such other location as the Corporate Trust Office may be
located are authorized or obligated by law, regulation or executive order to
remain closed.

     "Class A Monthly Principal Payment Amount" has the meaning specified in the
Transfer and Servicing Agreement.

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

     "Class A-1 Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class A-1 [____%] Asset Backed Note.

     "Class A-1 Note Interest Rate" means [____%] per annum.

     "Class A-1 Note Owner" means, with respect to a Book-Entry Interest, the
Person who is the owner of such Book-Entry Interest, as reflected on the books
of the Clearing Agency, or on

                                       4
<PAGE>   11

the books of a Person maintaining an account with such Clearing Agency (directly
as a Clearing Agency Participant or as an indirect participant, in each case in
accordance with the rules of such Clearing Agency).

     "Class A-1 Noteholder" means any Holder of a Class A-1 Note.

     "Class A-2 Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class A-2 [___%] Asset Backed Note.

     "Class A-2 Note Interest Rate" means [____%] per annum.

     "Class A-2 Note Owner" means, with respect to a Book-Entry Interest, the
Person who is the owner of such Book-Entry Interest, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

     "Class A-2 Noteholder" means any Holder of a Class A-2 Note.

     "Class A-3 Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class A-3 [___%] Asset Backed Note.

     "Class A-3 Note Interest Rate" means [____%] per annum.

     "Class A-3 Note Owner" means, with respect to a Book-Entry Interest, the
Person who is the owner of such Book-Entry Interest, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

     "Class A-3 Noteholder" means any Holder of a Class A-3 Note.

     "Class A-4 Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class A-4 [___%] Asset Backed Note.

     "Class A-4 Note Interest Rate" means [____%] per annum.

     "Class A-4 Note Owner" means, with respect to a Book-Entry Interest, the
Person who is the owner of such Book-Entry Interest, as reflected on the books
of the Clearing Agency, or on the books of a Person maintaining an account with
such Clearing Agency (directly as a Clearing Agency Participant or as an
indirect participant, in each case in accordance with the rules of such Clearing
Agency).

     "Class A-4 Noteholder" means any Holder of a Class A-4 Note.

     "Class B Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class B [___%] Asset Backed Note.

                                       5
<PAGE>   12

     "Class B Note Interest Rate" means [____%] per annum.

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

     "Class B Noteholder" means any Holder of a Class B Note.

     "Class B Noteholders' Principal Payment Amount" with respect to any Payment
Date has the meaning specified in the Transfer and Servicing Agreement.

     "Class C Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class C [___%] Asset Backed Note.

     "Class C Note Interest Rate" means [____%] per annum.

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

     "Class C Noteholder" means any Holder of a Class C Note.

     "Class C Noteholders' Principal Payment Amount" with respect to any Payment
Date has the meaning specified in the Transfer and Servicing Agreement.

     "Class D Note" means any Note, substantially in the form of Exhibit D,
designated therein as a Class D Asset Backed Note.

     "Class D Noteholder" means the Holder of any Class D Note.

     "Class D Noteholders' Principal Payment Amount" with respect to any Payment
Date has the meaning specified in the Transfer and Servicing Agreement.

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

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

     "Closing Date" means ___________ __, 2000.

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

                                       6
<PAGE>   13

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

     "Collection Account" means the account by that name established by the
Servicer pursuant to the Transfer and Servicing Agreement and held by the
Trustee.

     "Collections" has the meaning specified in the Transfer and Servicing
Agreement.

     "Contract" means any lease agreement or other contract or agreement pledged
to the Trustee on the Closing Date and identified on the List of Contracts.

     "Corporate Trust Office" means the principal office of the 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
_____________________ Attention: _____________________.

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

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

     "Depository Agreement" means the agreement among the Issuer, the Trustee
and The Depository Trust Company, as the initial Clearing Agency, dated as of
the Closing Date, substantially in the form of Exhibit C.

     "Payment Date" means the 15th day of each calendar month, or, if any such
date is not a Business Day, the next succeeding Business Day, commencing
__________ __, 2000.

     "Event of Default" has the meaning specified in Section 5.01.

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

     "Executive Officer" means, with respect to any corporation, the Chief
Executive Officer, Chief Operating Officer, Chief Financial Officer, President,
Executive Vice President, any Vice President, the Secretary, Assistant
Secretary, the Treasurer or Assistant Treasurer of such corporation; with
respect to any partnership, any general partner thereof and with respect to any
limited liability company the officers described in the Limited Liability
Company Agreement and each Executive Officer of the Managing Member.

     "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

                                       7
<PAGE>   14

anything that the Granting party is or may be entitled to do or receive
thereunder or with respect thereto.

     "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note Register.

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

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

     "Independent Certificate" means a certificate or opinion to be delivered to
the Trustee under the circumstances described in, and otherwise complying with,
the applicable requirements of Section 11.01, 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.

     "Investor Note Owners" means, collectively, the Class A-1 Note Owners, the
Class A-2 Note Owners, the Class A-3 Note Owners, the Class A-4 Note Owners, the
Class B Note Owners and the Class C Note Owners.

     "Investor Notes" means all Notes except the Class D Notes.

     "Issuer" means Advanta Equipment Receivables Series 2000-__ LLC or any
successor thereto and, for purposes of any provision contained herein and
required by the TIA, each other obligor on the Notes.

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

     "List of Contracts" means a printed or electronic list of Contracts,
certified by an Authorized Officer and attached hereto as Exhibit A.

     "Maturity Date" for each Class of Notes means the date specified in Section
2.07 of this Indenture.

     "Note Interest Rate" means the per annum interest rate borne by a Note.

     "Note Register" and "Note Registrar" have the respective meanings specified
in Section 2.04.

     "Notes" means, collectively, the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes, the Class C Notes and
the Class D Notes.

                                       8
<PAGE>   15

     "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Trustee.

     "Opinion of Counsel" means one or more written opinions of counsel who may,
except as otherwise expressly provided in this Indenture, be employees of or
counsel to the Issuer, the Transferor or any Affiliate thereof and who shall be
satisfactory to the Trustee, and which opinion or opinions shall be addressed to
the Trustee as Trustee, shall comply with any applicable requirements of Section
11.01, and shall be in form and substance reasonably satisfactory to the
Trustee.

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

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

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

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

provided that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned by
the Issuer, any other obligor upon the Notes, the Transferor or any Affiliate of
any of the foregoing Persons shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Trustee shall be protected
in relying upon any such request, demand, authorization, direction, notice,
consent or waiver, only Notes that the Trustee actually knows to be so owned
shall be so disregarded; provided, however, that at anytime following an Event
of Default, in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Class D Notes
shall be disregarded and deemed not to be Outstanding. Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Trustee the pledgee's right so to act
with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes, the Transferor or any Affiliate of any of the foregoing
Persons. In making any such determination, the 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, or
a class of Notes, as applicable, Outstanding at the date of determination.

                                       9
<PAGE>   16

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

     "Person" means any individual, corporation, estate, partnership, limited
liability company, joint venture, association, joint stock company, business
trust, trust (including any beneficiary thereof), unincorporated organization or
government or any agency or political subdivision thereof.

     "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.05 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

     "Rating Agency" means _______________ and _______________. If no such
organization or successor is any longer in existence, "Rating Agency" shall be a
nationally recognized statistical rating organization or other comparable Person
designated by the Issuer, notice of which designation shall be given to the
Trustee and the Servicer.

     "Rating Agency Condition" means, with respect to any action, that each
Rating Agency shall have notified the Transferor, the Servicer and the Issuer in
writing that such action will not result in a reduction or withdrawal of the
then current rating of any Class of the Notes.

     "Record Date" means, with respect to a Payment Date or Redemption Date, (i)
if the Notes are held in book-entry form, the close of business on the calendar
day (whether or not such day is a Business Day) immediately preceding such
Payment Date or Redemption Date or (ii) if the Notes are held in definitive
form, the last calendar day (whether or not such day is a Business Day) of the
month preceding the month in which such Payment Date or Redemption Date occurs.

     "Redemption Date" means the Payment Date specified by the Servicer or the
Issuer pursuant to Section 10.01, as applicable.

     "Redemption Price" means in the case of a redemption of the Notes pursuant
to Section 10.01, an amount equal to the principal amount of the Notes redeemed
plus accrued and unpaid interest thereon at the related Note Interest Rate to
but excluding the Redemption Date.

     "Registered Holder" means the Person in whose name a Note is registered in
the Note Register on the applicable Record Date.

     "Related Security" as defined in the Transfer and Servicing Agreement.

                                       10
<PAGE>   17

     "Reserve Account" means the account or accounts by that name established by
the Servicer under Section __ of the Transfer and Servicing Agreement held by
the Trustee pursuant to Section 8.02(a).

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

     "Servicer" means Advanta Bank Corp. and any successors thereto.

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

     "Successor Servicer" has the meaning specified in Section 3.07(e).

     "Transfer and Servicing Agreement" means the Transfer and Servicing
Agreement dated as of ______ __, 2000, among the Issuer and the Transferor, in
its capacity as Transferor and as Servicer.

     "Transferor" means Advanta Bank Corp. and any successor thereto.

     "Trust Estate" means the Collateral and all money, instruments, documents,
securities, contract rights, general intangibles and other property that are
subject or intended to be subject to the lien and security interest of this
Indenture for the benefit of the Noteholders (including, without limitation, all
property and interests Granted to the Trustee), including all proceeds thereof.

     "Trustee" means ___________, a __________ [banking corporation] as Trustee
under this Indenture, or any successor Trustee under this Indenture.

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

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

     (b) Other Definitional Provisions. (1) Capitalized terms used herein and
not otherwise defined have the meanings assigned to them in the Transfer and
Servicing Agreement.

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

          (3) As used in this Agreement and in any certificate or other document
made or delivered pursuant hereto or thereto, accounting terms not defined in
this Agreement or in any

                                       11
<PAGE>   18

such certificate or other document, and accounting terms partly defined in this
Agreement 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. To the extent that the definitions of accounting
terms in this Agreement or in any such certificate or other document are
inconsistent with the meanings of such terms under generally accepted accounting
principles, the definitions contained in this Agreement or in any such
certificate or other document shall control.

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

          (5) The definitions contained in this Agreement 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.

     Section 1.02. Incorporation by Reference of Trust Indenture Act. Whenever
this Indenture refers to a provision of the TIA, the provision is incorporated
by reference in and made a part of this Indenture. The following TIA terms used
in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "indenture securities" means the Notes.

     "indenture security holder" means a Noteholder.

     "indenture to be qualified" means this Indenture.

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

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

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

     Section 1.03. Calculations of Interest. [Interest on the Class A-1 notes
will be calculated on the basis of actual days and a 360-day year. Interest on
the Class A-2 notes, Class A-3 notes, Class A-4 notes, Class B notes, Class C
notes and Class D notes will be calculated on the basis of a year of 360 days
and twelve 30-day months.]

                                       12
<PAGE>   19

                                   ARTICLE II

                                   THE NOTES

     Section 2.01. Form. The Notes of each Class, together with the Trustee's
certificate of authentication, shall be in substantially the forms set forth in
Exhibit D, with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture and may have such
letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may, consistently herewith, be determined by the
officers executing such Notes, as evidenced by their execution of the Notes. Any
portion of the text of any Note may be set forth on the reverse thereof, with an
appropriate reference thereto on the face of the Note.

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

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

     Section 2.02. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

     The Trustee shall, upon written order of the Transferor, authenticate and
deliver Notes for original issue in an aggregate principal amount of
$___________. The aggregate principal amount of Notes outstanding at any time
may not exceed such amount except as provided in Section 2.05. The Trustee shall
be entitled to conclusively rely upon such written order as authority to so
authenticate and deliver the Notes without further inquiry of any Person.

     Each Note shall be dated the date of its authentication. The Notes shall be
issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples thereof provided, however, that a single Note of any Class
may be issued in a denomination of less than $1,000.

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

     Section 2.03. Temporary Notes. Pending the preparation of definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order the Trustee shall
authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or

                                       13
<PAGE>   20

otherwise produced, of the tenor of the definitive Notes in lieu of which they
are issued and with such variations not inconsistent with the terms of this
Indenture as the officers executing such Notes may determine, as evidenced by
their execution of such Notes.

     If temporary Notes are issued, the Issuer will cause definitive Notes to be
prepared without unreasonable delay. After the preparation of definitive Notes,
the temporary Notes shall be exchangeable for definitive Notes upon surrender of
the temporary Notes at the office or agency of the Issuer to be maintained as
provided in Section 3.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute, and
the Trustee shall authenticate and deliver in exchange therefor, a like
principal amount of definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as definitive Notes.

     Section 2.04. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Trustee shall be the initial "Note Registrar" for the purpose of registering
Notes and transfers of Notes as herein provided. Upon any resignation of any
Note Registrar, the Issuer shall promptly appoint a successor or, if it elects
not to make such an appointment, assume the duties of Note Registrar.

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

     Upon surrender for registration of transfer of any Note at the office or
agency of the Issuer to be maintained as provided in Section 3.02, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute,
and upon receipt of such surrendered Note the Trustee shall authenticate and the
Noteholder shall obtain from the Trustee, in the name of the designated
transferee or transferees, one or more new Notes of the same Class in any
authorized denominations, of a like aggregate principal amount.

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

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

                                       14
<PAGE>   21

     Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee (or with respect to Class D Notes,
in the form of Exhibit E) duly executed by, the Holder thereof or such Holder's
attorney duly authorized in writing, with such signature guaranteed by a
commercial bank or trust company located, or having a correspondent located, in
The City of New York or the city in which the Corporate Trust Office is located,
or by a member firm of a national securities exchange, and such other documents
as the Trustee may require.

     No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.03 or 9.06 not involving any transfer.

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

     Section 2.05. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Trustee, or the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, and (ii)
there is delivered to the Trustee such security or indemnity as may be required
by it to hold the Issuer and the Trustee harmless, then, in the absence of
written notice to the Issuer, the Note Registrar or the Trustee that such Note
has been acquired by a bona fide purchaser, and provided that the requirements
of Section 8-405 of the UCC are met, the Issuer shall execute and upon its
written request the Trustee shall authenticate and deliver, in exchange for or
in lieu of any such mutilated, destroyed, lost or stolen Note, a replacement
Note of the same class; provided, however, that if any such destroyed, lost or
stolen Note, but not a mutilated Note, shall have become or within twenty days
shall be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the Issuer
and the Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a bona fide-purchaser, and shall be entitled
to recover upon the security or indemnity provided therefor to the extent of any
loss, damage, cost or expense incurred by the Issuer or the Trustee in
connection therewith.

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

     Except as set forth in the first paragraph of this Section 2.05, every
replacement Note issued pursuant to this Section in replacement of any
mutilated, destroyed, lost or stolen Note

                                       15
<PAGE>   22

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

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

     Section 2.06. Persons Deemed. Prior to due presentment for registration of
transfer of any Note, the Issuer, the Trustee and any agent of the Issuer or the
Trustee may treat the Person in whose name any Note is registered (as of the day
of determination) as the owner of such Note for the purpose of receiving
payments of principal of and interest, if any, on such Note and for all other
purposes whatsoever, whether or not such Note be overdue, and neither the
Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be affected
by notice to the contrary.

     Section 2.07. Interest Rates; Maturity Dates; Payment of Principal and
Interest; Defaulted Interest. (a) The Investor Notes shall bear interest from
and including the Closing Date to but excluding the date on which the final
principal payment is made at the following rates:

     --   The Class A-1 Notes shall bear interest at the Class A-1 Note Interest
          Rate;

     --   The Class A-2 Notes shall bear interest at the Class A-2 Note Interest
          Rate;

     --   The Class A-3 Notes shall bear interest at the Class A-3 Note Interest
          Rate;

     --   The Class A-4 Notes shall bear interest at the Class A-4 Note Interest
          Rate;

     --   The Class B Notes shall bear interest at the Class B Note Interest
          Rate; and

     --   The Class C Notes shall bear interest at the Class C Note Interest
          Rate.

     The Class D Notes shall initially not bear interest.

     Principal of the Notes shall be payable on each Payment Date as provided in
the flow of funds set forth in Section ___ of the Transfer and Servicing
Agreement. To the extent not paid prior to such date, the Notes of each class
shall be due and payable on the following dates and such dates shall be the
"Maturity Date" for the respective Class:

                                       16
<PAGE>   23

                    Class                                       Maturity Date
                    -----                                       -------------

                  Class A-1                                   __________________

                  Class A-2                                   __________________

                  Class A-3                                   __________________

                  Class A-4                                   __________________

                  Class B                                     __________________

                  Class C                                     __________________

                  Class D                                     __________________

     Any installment of interest or principal, if any, or any other amount,
payable on any Note which is punctually paid or duly provided for by the Issuer
on the applicable Payment Date shall be paid to the Person in whose name such
Note (or one or more Predecessor Notes) is registered on the Record Date, by
check mailed first-class, postage prepaid to such Person's address as it appears
on the Note Register on such Record Date, (i) except that with respect to Notes
registered on the Record Date in the name of the nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee, (ii) except that with respect to [Class D Notes] registered in the name
of the Transferor, payment will be made by wire transfer in immediately
available funds to the account designated by the Transferor and (iii) except for
(A) the final installment of principal payable with respect to such Note on a
Payment Date and (B) the Redemption Price for any Note called for redemption
pursuant to Section 10.01, in each case which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.03.

     (b) The entire unpaid principal amount of the Notes shall be due and
payable, if not previously paid, on the date on which an Event of Default shall
have occurred and be continuing and the Notes have become due and payable in the
manner provided in Section 5.02. All principal payments on each class of Notes
shall be made pro rata to the Noteholders of such Class entitled thereto. Upon
written notice to the Trustee by the Issuer, the Trustee shall notify the Person
in whose name a Note is registered at the close of business on the second Record
Date preceding the Payment Date on which the Issuer expects that the final
installment of principal of and interest on such Note will be paid. Such notice
shall be mailed no later than thirty days prior to such final Payment Date and
shall specify that such final installment will be payable only upon presentation
and surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.02.

     (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the applicable Note Interest Rate in any lawful manner.
The Issuer may pay such defaulted interest to the persons who are Noteholders on
a subsequent special record date, which date shall be fixed or

                                       17
<PAGE>   24

caused to be fixed by the Issuer and shall be at least five Business Days prior
to the payment date. The Issuer shall fix or cause to be fixed any such payment
date, and, at least 15 days before any such special record date, the Issuer
shall mail to each Noteholder a notice that states the special record date, the
payment date and the amount of defaulted interest to be paid.

     Section 2.08. Cancellation. All Notes surrendered for payment, registration
of transfer, exchange or redemption shall, if surrendered to any Person other
than the Trustee, be delivered to the Trustee and shall, following its receipt
thereof, be promptly cancelled by the Trustee. The Issuer may at any time
deliver to the Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall, following its receipt thereof, be promptly
cancelled by the 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 may be held or
disposed of by the Trustee in accordance with its standard retention or disposal
policy as in effect at the time unless the Issuer shall direct by an Issuer
Order that they be destroyed or returned to it; provided that such Issuer Order
is timely and the Notes have not been previously disposed of by the Trustee.

     Section 2.09. Release of Collateral. Subject to Section 11.01, the Trustee
shall release property from the lien of this Indenture only upon receipt of an
Issuer Request accompanied by an Officer's Certificate, an Opinion of Counsel
and Independent Certificates in accordance with TIAss.ss.314(c) and 314 (d)(1)
or an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.

     Section 2.10. Book-Entry Interests. The Investor Notes, upon original
issuance, will be issued in the form of a typewritten, word processing system
produced or printed Note or Notes representing the Book-Entry Interests, to be
delivered to The Depository Trust Company, the initial Clearing Agency, by, or
on behalf of, the Issuer. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing Agency,
and no Class A-1 Note Owner, Class A-2 Note Owner, Class A-3 Note Owner, Class
A-4 Note Owner, Class B Note Owner or Class C Note Owner will receive a
Definitive Note representing such Class A-1 Note Owner, Class A-2 Note Owner,
Class A-3 Note Owner, Class A-4 Note, Class B Note Owner or Class C Note Owner's
interest in such Note, except as provided in Section 2.12. Unless and until
definitive, fully registered Notes (the "Definitive Notes") have been issued to
Class A-1 Note Owner, Class A-2 Note Owner, Class A-3 Note Owner, Class A-4 Note
Owner, Class B Note Owner or Class C Note Owners pursuant to Section 2.12:

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

          (ii) the Note Registrar and the Trustee shall be entitled to deal with
     the Clearing Agency for all purposes of this Indenture (including the
     payment of principal of and interest on the Investor Notes and the giving
     of instructions or directions hereunder) as the sole holder of the Investor
     Notes, and shall have no obligation to the Class A-1 Note Owners, Class A-2
     Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note
     Owners or Class C Note Owners;

                                       18
<PAGE>   25

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

          (iv) the rights of Class A-1 Note Owners, Class A-2 Note Owners, Class
     A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners or Class C Note
     Owners shall be exercised only through the Clearing Agency and shall be
     limited to those established by law and agreements between such Class A-1
     Note Owners, Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note
     Owners, Class B Note Owners or Class C Note Owners and the Clearing Agency
     and/or the Clearing Agency Participants pursuant to the Depository
     Agreement. Unless and until Definitive Notes are issued pursuant to Section
     2.12, the initial Clearing Agency will make book-entry transfers among the
     Clearing Agency Participants and receive and transmit payments of principal
     of and interest on the Notes to such Clearing Agency Participants; and

           (v) whenever this Indenture requires or permits actions to be taken
     based upon instructions or directions of Holders of Notes evidencing a
     specified percentage of the Outstanding Amount of the Notes, the Clearing
     Agency shall be deemed to represent such percentage only to the extent that
     it has received instructions to such effect from Class A-1 Note Owners,
     Class A-2 Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class
     B Note Owners or Class C Note Owners and/or Clearing Agency Participants
     owning or representing, respectively, such required percentage of the
     beneficial interest in the Notes and has delivered such instructions to the
     Trustee.

     Section 2.11. Notices to Clearing Agency. Whenever a notice or other
communication to the Holders of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes, the Class B Notes or the Class C Notes is
required under this Indenture, unless and until Definitive Notes shall have been
issued to Class A-1 Note Owners, Class A-2 Note Owners, Class A-3 Note Owners,
Class A-4 Note Owners, Class B Note Owners or Class C Note Owners pursuant to
Section 2.12, the Trustee shall give all such notices and communications
specified herein to be given to Holders of the Investor Notes to the Clearing
Agency, and shall have no obligation to the Class A-1 Note Owners, Class A-2
Note Owners, Class A-3 Note Owners, Class A-4 Note Owners, Class B Note Owners
or Class C Note Owners.

     Section 2.12. Definitive Notes. (a) The Class D Notes shall be issued in
definitive, fully-registered form and (b) if (i) the Issuer advises the Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Investor Notes and the Issuer
is unable to locate a qualified successor, or (ii) the Issuer at its option
advises the Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency, or (iii) after the occurrence of an Event of
Default or a Servicer Default, Investor Note Owners representing beneficial
interests aggregating a majority of the Outstanding Amount of the Investor Notes
advise the Clearing Agency in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Investor Note Owners then the Clearing Agency shall notify all Investor Note
Owners and the Trustee of the occurrence of any such event and of the
availability of Definitive Notes to the Investor Note Owners. Upon surrender to
the Trustee of the Note or Notes representing the Book-Entry Interests by the
Clearing Agency, accompanied by registration instructions, the Issuer shall
execute and the Trustee shall authenticate the Definitive Notes in accordance
with the

                                       19
<PAGE>   26

instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Trustee shall be liable for any delay in delivery of such instructions and
may conclusively rely on, and shall be protected in relying on, such
instructions. Upon the issuance of Definitive Notes to Investor Note Owners, the
Trustee shall recognize the Holders of such Definitive Notes as Noteholders.

                                       20
<PAGE>   27

                                  ARTICLE III

                                    COVENANTS

     Section 3.01. Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
the Issuer will cause amounts to be distributed from the Collection Account on
each Payment Date as provided in Section 8.02(c). Amounts properly withheld
under the Code by any Person from a payment to any Noteholder of interest and/or
principal and/or premium shall be considered as having been paid by the Issuer
to such Noteholder for all purposes of this Indenture.

     Section 3.02. Maintenance of Office or Agency. The Issuer will maintain in
the Borough of Manhattan, in the City of New York an office or agency where
Notes may be surrendered for registration of transfer or exchange, and where
notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby initially appoints the Trustee to
serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the Trustee of the location, and of any change in the
location, of any such office or agency. If at any time the Issuer shall fail to
maintain any such office or agency or shall fail to furnish the Trustee with the
address thereof, such surrenders, notices and demands may be made or served at
the Corporate Trust Office, the Trustee shall be entitled to conclusively rely
upon, and the Issuer hereby appoints the Trustee as its agent to receive, all
such surrenders, notices and demands.

     Section 3.03. Money for Payments To Be Held in Trust. As provided in
Section 8.02, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account shall be
made on behalf of the Issuer by the Trustee or by another Paying Agent, and no
amounts so withdrawn from the Collection Account for payments of Notes shall be
paid over to the Issuer except as provided in Section 8.02 of this Indenture.

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

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

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

                                       21
<PAGE>   28

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

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

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

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

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

     Section 3.04. Existence. The Issuer will keep in full effect its existence,
rights and franchises as a limited liability company under the laws of the State
of Nevada (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other State or of the United States of America,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall

                                       22
<PAGE>   29

be necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Trust Estate.

     Section 3.05. Protection of Trust Estate. The Issuer will from time to time
take all actions necessary (other than taking possession of the original
Contracts and other than perfecting any security interest which it or the
Transferor may have in Financed Equipment with an original cost of $25,000 or
less), including without limitation preparing, executing, delivering and filing
all such supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
if applicable, and will take such other action necessary or advisable to:

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

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

         (iii) enforce any of the Collateral; or

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

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

     Section 3.06. Opinions as to Trust Estate. On the Closing Date, the Issuer
shall furnish to the Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken 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.

     Section 3.07. Performance of Obligations; Servicing of Contracts. (a) The
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person's material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
expressly provided in this Indenture, the Transfer and Servicing Agreement or
such other instrument or agreement.

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

                                       23
<PAGE>   30

     (c) The Issuer will punctually perform and observe all of its obligations
and agreements contained in this Indenture, the Basic Documents and in the
instruments and agreements included in the Trust Estate, including but not
limited to 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; provided that no provision of this
Indenture or the Transfer and Servicing Agreement shall be deemed to require the
filing of any financing statement to perfect any security interest the Issuer or
the transfer may have in any Financed Equipment with an original cost of $25,000
or less. Except as otherwise expressly provided therein, the Issuer shall not
waive, amend, modify, supplement or terminate any Basic Document or any
provision thereof without the written consent of the Trustee or the Holders of a
majority of the Outstanding Amount of the Investor Notes; provided that the
written consent of the Trustee shall be required for any amendment which
increases the obligations of the Servicer.

     (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default under the Transfer and Servicing Agreement, the Issuer shall promptly
notify the Trustee in writing and the Rating Agencies thereof, and shall specify
in such notice the action, if any, the Issuer is taking 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 Contracts, the Issuer shall take all reasonable
steps available to it to remedy such failure.

     (e) As promptly as possible after the giving of notice of termination to
the Servicer of the Servicer's rights and powers pursuant to [Section 8.01] of
the Transfer and Servicing Agreement, the Issuer shall appoint a successor
servicer (the "Successor Servicer"), and such Successor Servicer shall accept
its appointment by a written assumption in a form acceptable to the Trustee. In
the event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the Servicer ceases to act as Servicer, the Trustee
without further action shall automatically be appointed the Successor Servicer.
The Trustee may resign as the Servicer by giving written notice of such
resignation to the Issuer and in such event will be released from such duties
and obligations, such release not to be effective until the date a new servicer
enters into a servicing agreement with the Issuer as provided below. Upon
delivery of any such notice to the Issuer, the Issuer shall obtain a new
servicer as the Successor Servicer under the Transfer and Servicing Agreement.
Any Successor Servicer other than the Trustee shall (i) be a corporation having
a net worth of not less than $20,000,000 and whose regular business includes the
servicing of equipment receivables and (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
the Transfer and Servicing Agreement applicable to the Servicer. If within 30
days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a new servicer, the Trustee may appoint, or may petition a
court of competent jurisdiction to appoint, a Successor Servicer. In connection
with any such appointment, the Trustee may make such arrangements for the
compensation of such successor as it and such successor shall agree, subject to
the limitations set forth below and in the Transfer and Servicing Agreement, and
in accordance with Section [8.02] of the Transfer and Servicing Agreement, the
Issuer shall enter into an agreement with such successor for the servicing of
the Contracts (such agreement to be in form and substance reasonably
satisfactory to the Trustee). Notwithstanding anything else herein to the
contrary, in no event shall the Trustee be liable for any servicing fee or for
any differential in the amount of

                                       24
<PAGE>   31

the servicer fee paid hereunder and the amount necessary to induce any successor
Servicer to act as Successor Servicer under this Agreement and the transactions
set forth or provided for herein. If the Trustee shall succeed to the Servicer's
duties as servicer of the Contracts as provided herein, it shall do so in its
individual capacity and not in its capacity as Trustee and, accordingly, the
provisions of Article VI hereof shall be inapplicable to the Trustee in its
duties as the successor to the Servicer and the servicing of the Contracts. In
case the Trustee shall become a successor to the Servicer under the Transfer and
Servicing Agreement, the Trustee shall be entitled to appoint any one of its
Affiliates to carry out its functions as Servicer (pending appointment of a
Successor Servicer), provided that it shall be fully liable for the actions and
omissions of such Affiliate in such capacity as Successor Servicer.

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

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

     Section 3.08. Negative Covenants. So long as any Notes are Outstanding, the
Issuer shall not:

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

          (ii) claim any credit on, or make any deduction from the principal or
     interest payable in respect of, the Notes (other than amounts properly
     withheld from such payments under the Code or applicable state law) or
     assert any claim against any present

                                       25
<PAGE>   32

     or former Noteholder by reason of the payment of the taxes levied or
     assessed upon any part of the Trust Estate;

         (iii) dissolve or liquidate in whole or in part; or

          (iv) (A) permit the validity or effectiveness of this Indenture to be
     impaired, or permit the lien of this Indenture to be amended, hypothecated,
     subordinated, terminated or discharged, or permit any Person to be released
     from any covenants or obligations with respect to the Notes under this
     Indenture except as may be expressly permitted hereby, (B) permit any lien,
     charge, excise, claim, security interest, mortgage or other encumbrance
     (other than the lien of this Indenture) to be created on or extend to or
     otherwise arise upon or burden the Trust Estate or any part thereof or any
     interest therein or the proceeds thereof (other than tax liens, mechanics'
     liens and other liens on a Financed Equipment arising solely as a result of
     an action or omission of the related Obligor) or (C) permit the lien of
     this Indenture not to constitute a valid first priority perfected security
     interest in the Trust Estate (other than with respect to any such tax,
     mechanics' or other lien).

     Section 3.09. Statements as to Compliance. The Issuer will deliver to the
Trustee or cause the Servicer to deliver to the Trustee within 90 days after the
end of each fiscal year of the Issuer the Officer's Certificate described in
Section 4.10 of the Transfer and Servicing Agreement.

     Section 3.10. Issuer May Consolidate, etc., Only on Certain Terms. The
Issuer shall not consolidate or merge with or into any other Person, unless

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

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

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

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

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

                                       26
<PAGE>   33

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

     (b) The Issuer shall not convey all or substantially all of its properties
     or assets to any Person, unless

           (i) the Person that acquires by conveyance or transfer the properties
     and assets of the Issuer shall be a United States citizen or a Person
     organized and existing under the laws of the United States of America or
     any State, expressly assumes, by an indenture supplemental hereto, executed
     and delivered to the Trustee the due and punctual payment of the principal
     of and interest on all Notes and the performance or observance of every
     agreement and covenant of this Indenture on the part of the Issuer to be
     performed or observed, all as provided herein, expressly agrees 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, unless otherwise provided in such supplemental indenture, unless
     expressly agreed in such supplemental indenture, expressly agrees to
     indemnify, defend and hold harmless the Issuer against and from any loss,
     liability or expense arising under or related to this Indenture and the
     Notes and expressly agrees 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;

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

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

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

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

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

     Section 3.11. Successor or Transferee. Upon any consolidation or merger of
the Issuer in accordance with Section 3.10(a), the Person formed by or surviving
such consolidation or merger (if other than the Issuer) shall succeed to, and be
substituted for, and may exercise

                                       27
<PAGE>   34

every right and power of, the Issuer under this Indenture with the same effect
as if such Person had been named as the Issuer herein.

     Upon a conveyance or transfer of all the assets and properties of the
Issuer pursuant to Section 3.10(b), Advanta Equipment Receivables Series
2000-___ LLC will be released from every covenant and agreement of this
Indenture to be observed or performed on the part of the Issuer with respect to
the Notes immediately upon the delivery to the Trustee of the Officer's
Certificate and Opinion of Counsel specified in Section 3.10(b)(vi) stating that
Advanta Equipment Receivables Series 2000-___ LLC is to be so released.

     Section 3.12. No Other Business. The Issuer shall not engage in any
business other than the purposes set forth in the Basic Documents including this
Indenture.

     Section 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except as expressly provided for pursuant to the terms of the Basic
Documents and the Notes.

     Section 3.14. Servicer's Obligations. The Issuer shall cause the Servicer
to comply with all of its obligations under the Basic Documents.

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

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

     Section 3.17. Notice of Events of Default. The Issuer agrees to give the
Trustee and the Rating Agencies prompt written notice of each Event of Default
hereunder and written notice of each default on the part of the Servicer or the
Transferor of its obligations under the Transfer and Servicing Agreement
immediately after obtaining knowledge of any such default.

     Section 3.18. Further Instruments and Acts. Upon request of the Trustee,
the Issuer will execute and deliver such further instruments and do such further
acts as may be reasonably necessary or proper to carry out more effectively the
purpose of this Indenture.

                                       28
<PAGE>   35

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     Section 4.01. Satisfaction and Discharge of Indenture. This Indenture shall
cease to be of further effect with respect to the Notes (except as to rights of
registration of transfer and exchange, substitution of mutilated, destroyed,
lost or stolen Notes, rights of Noteholders to receive payments of principal
thereof and interest thereon, Sections 3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and
3.13, the rights, obligations and immunities of the Trustee hereunder (including
the rights of the Trustee under Section 6.07 and the obligations of the Trustee
under Section 4.02) and (vi) the rights of Noteholders as beneficiaries hereof
with respect to the property so deposited with the Trustee payable to all or any
of them for a period of one year after clauses (A), (B) and (C) below have
occurred), and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Notes, when

     (A)  either

          (1) all Notes theretofore authenticated and delivered (other than (i)
Notes that have been destroyed, lost or stolen and that have been replaced or
paid as provided in Section 2.05 and (ii) Notes for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in Section 3.03) have been delivered to the Trustee for cancellation;
or

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

                (i) have become due and payable;

               (ii) [will become due and payable at (A) the Maturity Date with
          respect to the Class A-1 Notes, (B) the Maturity Date with respect to
          the Class A-2 Notes, (C) the Maturity Date with respect to the Class
          A-3 Notes, (D) the Maturity Date with respect to the Class A-4 Notes,
          (E) the Maturity Date with respect to the Class B Notes, (F) the
          Maturity Date with respect to the Class C Notes and (G) the Maturity
          Date with respect to the Class D Notes]; or

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

     and the Issuer, in the case of (i), (ii) or (iii) above, has irrevocably
     deposited or caused to be irrevocably deposited with the Trustee cash or
     direct obligations of or obligations guaranteed by the United States of
     America (which will mature prior to the date such amounts are payable), in
     trust for such purpose, in an amount sufficient to pay and discharge the
     entire indebtedness on such Notes not theretofore delivered to the Trustee
     for cancellation when due to the Maturity Date for the Class A-1 Notes, the
     Maturity Date for the Class A-2 Notes, the Maturity Date for the Class A-4
     Notes, the Maturity Date for the Class B Notes, the Maturity Date for the
     Class C Notes and the Maturity

                                       29
<PAGE>   36

     Date for the Class D Notes or the Redemption Date (if Notes shall have been
     called for redemption pursuant to Section 10.01), as the case may be;

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

     (C)  the Issuer has delivered to the Trustee an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA or the Trustee) an Independent
Certificate from a firm of certified public accountants, each meeting the
applicable requirements of Section 11.01(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 moneys deposited with the
Trustee pursuant to Section 4.01 hereof shall be held in trust and applied by
it, in accordance with the provisions of the Notes, the Transfer and Servicing
Agreement or this Indenture, to the payment, either directly or through any
Paying Agent, as the Trustee may determine, to the Holders of the particular
Notes for the payment or redemption of which such moneys have been deposited
with the Trustee, of all sums due and to become due thereon for principal and
interest; provided such moneys need not be segregated from other funds except to
the extent required herein or in the Transfer and Servicing Agreement or
required by law.

     Section 4.03. Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Trustee under the provisions
of this Indenture with respect to such Notes shall, upon demand of the Issuer,
be paid to the Trustee to be held and applied according to Section 3.03, and
thereupon such Paying Agent shall be released from all further liability with
respect to such moneys.

                                       30
<PAGE>   37

                                   ARTICLE V

                                    REMEDIES

     Section 5.01. Events of Default. "Event of Default", wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

          (ii) default in the payment of the full amount of principal of any
     Class on or before the Maturity Date for such Class; or

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

          (iv) the filing of a decree or order for relief by a court having
     jurisdiction in the premises in respect of the Issuer or the Transferor or
     any substantial part of the Trust Estate in an involuntary case under any
     applicable federal or state bankruptcy, insolvency or other similar law now
     or hereafter in effect, or appointing a receiver, liquidator, assignee,
     custodian, trustee, sequestrator or similar official for the Issuer or for
     any substantial part of the Trust Estate, or ordering the winding-up or
     liquidation of the Issuer's affairs, and such decree or order shall remain
     unstayed and in effect for a period of 90 consecutive days; or


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


                                       31
<PAGE>   38

     such debts become due, or the taking of action by the Issuer in furtherance
     of any of the foregoing.

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


     Section 5.02. Acceleration of Maturity; Rescission and Annulment. If an
Event of Default described in Section 5.01(iv) or Section 5.01(v) occurs, then
the Notes shall without any action on the part of the Trustee or any Noteholder
automatically become due and payable. If any other Event of Default should occur
and be continuing, then and in every such case the Trustee may, or if directed
by the Holders of Notes representing not less than a majority of the Outstanding
Amount of the Investor Notes, shall declare all the Notes to be immediately due
and payable, by a notice in writing to the Issuer (and to the Trustee if
declared by Noteholders), and upon any such declaration the unpaid principal
amount of the Notes, together with accrued and unpaid interest thereon through
the date of acceleration, shall become immediately due and payable.


     At any time after the Notes have been accelerated, but before a judgment or
decree for payment of the money due has been obtained by the Trustee as
hereinafter in this Article V provided, the Holders of Notes representing not
less than a majority of the Outstanding Amount of the Investor Notes, by written
notice to the Issuer and the Trustee, may rescind and annul such declaration and
its consequences if:

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

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

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

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

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

     Section 5.03. Collection of Indebtedness and Suits for Enforcement by
Trustee. The Issuer covenants that if (i) default is made in the payment of any
interest on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of any Class of Notes on the Maturity Date of such Class when the
same becomes due and payable, the Issuer will, upon demand of the Trustee, pay
to it, for the benefit of the Holders of the Notes, the whole amount then due
and payable on such Notes for principal and interest, with interest upon the
overdue principal, and, to

                                       32
<PAGE>   39

the extent payment at such rate of interest shall be legally enforceable, upon
overdue installments of interest, at the applicable Note Interest Rate borne by
the respective Classes of Notes, 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 Trustee and its agents and counsel.

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

     (b) If an Event of Default occurs and is continuing, the Trustee may, as
more particularly provided in Section 5.04, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate Proceedings as the Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Trustee by this Indenture or by law.

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

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

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

                                       33
<PAGE>   40

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

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

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

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

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

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

     Section 5.04. Remedies; Priorities. (a) If an Event of Default shall have
occurred and be continuing, the Trustee may do one or more of the following
(subject to Section 5.05):

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

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

                                       34
<PAGE>   41

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

          (iv) in the event that all the Notes have been declared due and
     payable pursuant to Section 5.02, sell the Trust Estate or any portion
     thereof or rights or interest therein, at one or more public or private
     sales called and conducted in any manner permitted by law;


provided, however, that the Trustee may not sell or otherwise liquidate the
Trust Estate following an Event of Default, other than an Event of Default
described in Section 5.01(i) or (ii) unless (A) the Holders of 100% of the
Outstanding Amount of the Notes consent thereto, (B) the Trustee determines that
the proceeds of such sale or liquidation distributable to the Noteholders are
sufficient to discharge in full all amounts then due and unpaid upon such Notes
for principal and interest or (C) the Trustee determines that the Trust Estate
will not continue to provide sufficient funds for the payment of principal of
and interest on the Notes as they would have become due if the Notes had not
been declared due and payable, and the Trustee obtains the consent of Holders of
at least 66-2/3% of the Outstanding Amount of the Investor Notes. In determining
such sufficiency or insufficiency with respect to clause (B) and (C), the
Trustee may, but need not, obtain and rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.


     (b) If the Trustee collects any money or property pursuant to this Article
V following the acceleration of the maturities of the Notes pursuant to Section
5.02 (so long as such declaration shall not have been rescinded or annulled), it
shall pay out the money or property (other than the Excluded Amounts, unpaid
Servicing Fees, which may be retained by the Servicer free and clear of the lien
of this Indenture) in the following order:

          FIRST: to the Trustee for any and all amounts due and owing pursuant
     to Section 6.07;

          SECOND: to Holders of the Class A-1 Notes, Class A-2 Notes, Class A-3
     Notes and Class A-4 Notes for amounts due and unpaid on the for interest,
     ratably among Class A Notes, without preference or priority of any kind,
     according to the amounts due and payable on the Class A Notes for interest;

          THIRD: to Holders of the Class A-1 Notes for amounts due and unpaid on
     the Class A-1 Notes for principal, ratably, without preference or priority
     of any kind, according to the amounts due and payable on the Class A-1
     Notes for principal;

          FOURTH: to Holders of the Class A-2 Notes for amounts due and unpaid
     on the Class A-2 Notes for principal, ratably, without preference or
     priority of any kind, according to the amounts due and payable on the Class
     A-2 Notes for principal;

                                       35
<PAGE>   42

          FIFTH: to Holders of the Class A-3 Notes for amounts due and unpaid on
     the Class A-3 Notes for principal, ratably, without preference or priority
     of any kind, according to the amounts due and payable on the Class A-3
     Notes for principal;

          SIXTH: to Holders of the Class A-4 Notes for amounts due and unpaid on
     the Class A-4 Notes for principal, ratably, without preference or priority
     of any kind, according to the amounts due and payable on the Class A-4
     Notes for principal;

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

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

          NINTH: to Holders of the Class C Notes for amounts due and unpaid on
     the Class C Notes for interest, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class C notes for
     interest;

          TENTH: to Holders of the Class C Notes for amounts due and unpaid on
     the Class C Notes for principal, ratably, without preference or priority of
     any kind, according to the amounts due and payable on the Class C Notes for
     principal;

          ELEVENTH: to Holders of the Class D Notes for amounts due and unpaid
     on the Class D Notes for principal, ratably, without preference or priority
     of any kind, according to the amounts due and payable on the Class D Notes
     for principal; and

          FINALLY: to the Issuer for distribution.

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

     Section 5.05. Optional Preservation of the Contracts. If the Notes have
been declared to be due and payable under Section 5.02 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, the Trustee may, but need not, elect to maintain possession of the
Trust Estate. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and the Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

                                       36
<PAGE>   43

     Section 5.06. Limitation of Suits. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

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

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

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

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

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

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

     Section 5.07. Unconditional Rights of Noteholders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest, if any, on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

     Section 5.08. Restoration of Rights and Remedies. If the Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Trustee or to such Noteholder,
then and in every such case the Issuer, the Trustee and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.

                                       37
<PAGE>   44

     Section 5.09. Rights and Remedies Cumulative. No right or remedy herein
conferred upon or reserved to the Trustee or to the Noteholders is intended to
be exclusive of any other right or remedy, and every right and remedy shall, to
the extent permitted by law, be cumulative and in addition to every other right
and remedy given hereunder or now or hereafter existing at law or in equity or
otherwise. The assertion or employment of any right or remedy hereunder, or
otherwise, shall not prevent the concurrent assertion or employment of any other
appropriate right or remedy.

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

     Section 5.11. Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Investor Notes shall have the right to direct the
time, method and place of conducting any Proceeding for any remedy available to
the Trustee with respect to the Notes or exercising any trust or power conferred
on the Trustee; provided that

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


          (ii) subject to the express terms of Section 5.04, any direction to
     the Trustee to sell or liquidate the Trust Estate shall be by the Holders
     of Notes representing not less than 75% of the Outstanding Amount of the
     Notes;



         (iii) if the conditions set forth in Section 5.05 have been satisfied
     and the Trustee elects to retain the Trust Estate pursuant to such Section,
     then any direction to the Trustee by Holders of Notes representing less
     than 75% of the Outstanding Amount of the Notes to sell or liquidate the
     Trust Estate shall be of no force and effect; and


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

provided, however, that, subject to Section 6.01, the Trustee need not take any
action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.

     Section 5.12. Waiver of Past Default. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes of not less than a majority of the Outstanding Amount of the
Investor Notes may waive any past Default or Event of Default and its
consequences except a Default (a) in payment of principal of or interest on any
of the Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note. In the case
of any such waiver, the Issuer, the Trustee and the Holders of the Notes shall
be restored to their former positions and rights hereunder, respectively;
provided that no such waiver shall extend to any subsequent or other Default or
impair any right consequent thereto.

                                       38
<PAGE>   45

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

     Section 5.13. Undertaking for Costs. All parties to this Indenture agree,
and each Holder of any Note by such Holder's acceptance thereof shall be deemed
to have agreed, that any court may in its discretion require, in any suit for
the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; provided that the provisions of this Section shall not
apply to (a) any suit instituted by the Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders, in each case holding in the aggregate more
than 10% of the Outstanding Amount of the Investor Notes or (c) any suit
instituted by any Noteholder for the enforcement of the payment of principal of
or interest on any Note on or after the respective due dates expressed in such
Note and in this Indenture (or, in the case of redemption, on or after the
Redemption Date).

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

     Section 5.15. Action on Notes. The Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer. Any money or property collected by the Trustee shall be applied in
accordance with Section 5.04(b).

     Section 5.16. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Trustee to do so and at the Transferor's
expense, the Issuer agrees to take all such lawful action as the Trustee may
request to compel or secure the performance and observance by the Transferor, in
its capacity as Transferor and as Servicer of its obligations to the Issuer
under or in connection with the Transfer and Servicing Agreement in accordance
with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Transfer and Servicing Agreement to the extent and in the manner directed by the
Trustee, including the transmission of notices of default on the part of the
Transferor or in its capacity as Servicer thereunder and the

                                       39
<PAGE>   46

institution of legal or administrative actions or proceedings to compel or
secure performance by the Transferor of its obligations under the Transfer and
Servicing Agreement, both in its capacity as Transferor and as Servicer.

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

                                       40
<PAGE>   47
                                   ARTICLE VI

                                   THE TRUSTEE

     Section 6.01. Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

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

         (i) the Trustee undertakes to perform such duties and only such duties
     as are specifically set forth in this Indenture and no implied covenants or
     obligations (including, without limitation, to exercise any discretionary
     powers granted by this Indenture) shall be read into this Indenture against
     the Trustee; and

         (ii) in the absence of bad faith on its part, the Trustee may
     conclusively rely, as to the truth of the statements and the correctness of
     the opinions expressed therein, upon certificates or opinions furnished to
     the Trustee pursuant to the requirements of this Indenture; provided,
     however, the Trustee shall examine the certificates and opinions to
     determine whether or not they conform on their face to the requirements of
     this Indenture.

     The Trustee shall not be required to determine, confirm or recalculate the
information contained in the Servicer's Certificate delivered to it pursuant to
the Transfer and Servicing Agreement.

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

         (i) this paragraph does not limit the effect of subsection 6.01(b);

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

         (iii) the Trustee shall not be liable with respect to any action it
     takes or omits to take in good faith in accordance with the direction of
     any requisite majority of Noteholders authorized to give direction to the
     Trustee pursuant to this Indenture.

     (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to subsections 6.01(a), (b) and (c);

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


                                       41


<PAGE>   48


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

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

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

     Section 6.02. Rights of Trustee. (a) The Trustee may conclusively rely on
any document believed by it to be genuine and to have been signed or presented
by the proper person. The Trustee need not investigate any fact or matter stated
in the document.

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

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

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

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

     (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent entitlement order, approval or other
paper or document.

     (g) The Trustee shall not be charged with knowledge of any Event of
Default unless either (1) a Responsible Officer of the Trustee shall have
actual knowledge or (2) the Trustee shall have received notice thereof from the
Issuer or a Holder.

     Section 6.03. Individual Rights of Trustee. The Trustee in its individual
or any other capacity may become the owner or pledgee of Notes and may otherwise
deal with the Issuer or its affiliates with the same rights it would have if it
were not Trustee. Any Paying Agent, Note



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<PAGE>   49


Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Trustee, in its capacity as Trustee, must comply with Sections
6.11 and 6.12.

     Section 6.04. Trustee's Disclaimer. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of the Trust
Estate, this Indenture or the Notes, it shall not be accountable for the
Issuer's use of the proceeds from the Notes, and it shall not be responsible for
any statement of the Issuer in the Indenture or in any document issued in
connection with the sale of the Notes or in the Notes other than the Trustee's
certificate of authentication.

     Section 6.05. Notice of Defaults. If a Default occurs and is continuing and
if it is actually known to a Responsible Officer of the Trustee, the Trustee
shall mail to each Noteholder notice of the Default within 90 days after it
occurs. Except in the case of a Default in payment of principal of or interest
on any Note (including payments pursuant to the mandatory redemption provisions
of such Note), the Trustee may withhold the notice if and so long as a committee
of its Responsible Officers in good faith determines that withholding the notice
is in the interests of Noteholders.

     Section 6.06. Reports by Trustee to Holders. The Trustee shall, to the
extent provided to it by the Servicer pursuant to Section 5.06 of the Transfer
and Servicing Agreement, deliver to each Noteholder upon written request and at
the expense of such Noteholder, such information as may be required to enable
such holder to prepare its federal and state income tax returns, which shall
include the information required to be distributed pursuant to the second to
last paragraph of Section 5.06 of the Transfer and Servicing Agreement. The
Trustee shall not be required to determine, confirm or recompute any such
information provided to it.

     Section 6.07. Compensation and Indemnity. The Issuer shall pay to the
Trustee from time to time reasonable compensation for its services. The
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee for all
reasonable out-of-pocket expenses incurred or made by it, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's agents, counsel, accountants and experts. The Issuer
shall indemnify and hold harmless the Trustee and its officers, directors,
employees and agents (retained by the Trustee in order to perform its duties
pursuant to this Indenture) against any and all loss, liability or expense
(including the fees of either in-house counsel or outside counsel, but not both)
incurred by it in connection with the administration of the Trust Estate and the
performance of its duties hereunder. The Trustee shall notify the Issuer
promptly of any claim for which it may seek indemnity. Failure by the Trustee to
so notify the Issuer shall not relieve the Issuer 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. The Issuer shall defend, any claim against the
Trustee, the Trustee may have separate counsel and if it does, the Issuer shall
pay the fees and expenses of such counsel. The Issuer need not reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad faith.


                                       43


<PAGE>   50


     The Issuer's payment obligations to the Trustee pursuant to this Section
shall survive the discharge of this Indenture or the earlier resignation or
removal of the Trustee. When the Trustee incurs expenses after the occurrence of
a Default specified in Section 5.01(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable federal or state bankruptcy,
insolvency or similar law.

     Notwithstanding anything herein to the contrary, the Trustee's right to
enforce any of the Issuer's payment obligations pursuant to this Section 6.07
shall be subject to the provisions of Section 11.17.

     Section 6.08. Replacement of Trustee. No resignation or removal of the
Trustee and no appointment of a successor Trustee shall become effective until
the acceptance of appointment by the successor Trustee pursuant to this Section
6.08. The Trustee may resign at any time by so notifying the Issuer. The Holders
of a majority in Outstanding Amount of the Notes may remove the Trustee by so
notifying the Trustee in writing and may appoint a successor Trustee. The Issuer
shall remove the Trustee if:

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

             (ii) the Trustee shall consent to the appointment of a conservator
     or receiver or liquidator in any insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings of or
     relating to the Trustee or all or substantially all of its property, or a
     decree or order of a court or agency or supervisory authority having
     jurisdiction in the premises for the appointment of a conservator or
     receiver or liquidator in any insolvency, readjustment of debt,
     marshalling of assets and liabilities or similar proceedings, or for the
     winding-up or liquidation of its affairs, shall have been entered against
     the Trustee; or the Trustee shall admit in writing its inability to pay
     its debts generally as they become due, file a petition to take advantage
     of any applicable insolvency or reorganization statute, make an assignment
     for the benefit of its creditors or voluntarily suspend payment of its
     obligations; or

             (iii) the Trustee otherwise becomes incapable of acting.

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

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

     If a successor Trustee does not take office within 45 days after the
retiring Trustee resigns or is removed, the retiring Trustee, the Issuer or the
Holders of not less than a majority in



                                       44


<PAGE>   51


Outstanding Amount of the Notes may petition any court of competent jurisdiction
for the appointment of a successor Trustee.

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

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

     Section 6.09. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation or banking
association without any further act shall be the successor Trustee provided that
such corporation or banking association shall be otherwise qualified and
eligible under Section 6.11.

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

     Section 6.10. Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction, the Trustee shall
have the power and may execute and deliver all instruments to appoint one or
more Persons reasonably acceptable to the Issuer to act as a co-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to the Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no notice
to Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.08 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 Trustee shall be conferred or imposed upon and exercised or
     performed by the Trustee and such separate trustee or co-trustee jointly
     (it being understood that such separate trustee or co-trustee is not
     authorized to act separately without the Trustee joining in such act),
     except to the extent that under any law of any jurisdiction in which any
     particular act or acts are to be performed the Trustee shall be incompetent
     or unqualified to perform such act or acts, in which event such rights,
     powers, duties and obligations shall be



                                       45


<PAGE>   52




     exercised and performed singly by such separate trustee or co-trustee, but
     solely at the direction of the Trustee;

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

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

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

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

     Section 6.11. Eligibility; Disqualification. The Trustee shall at all times
satisfy the requirements of TIA Section 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and have a long-term deposit rating
of at least A3 from Moody's or otherwise be acceptable to Moody's and a
long-term deposit rating of at least A- from S&P or otherwise be acceptable to
S&P. The Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA Section
310(b)(1) any indenture or indentures under which other securities of the issuer
are outstanding if the requirements for such exclusion set forth in TIA Section
310(b)(1) are met.

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


                                       46



<PAGE>   53



                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     Section 7.01. Issuer To Furnish Trustee Names and Addresses of Noteholders.
The Issuer will furnish or cause to be furnished to the Trustee (a) not more
than five days after the earlier of (i) each Record Date and (ii) three months
after the last Record Date, a list, in such form as the Trustee may reasonably
require, of the names and addresses of the Holders of Notes as of such Record
Date, (b) at such other times as the Trustee may request in writing, within 30
days after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, however, that so long as the Trustee is the Note Registrar,
no such list shall be required to be furnished.

     Section 7.02. Preservation of Information; Communications to Noteholders.
(a) The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders of Notes contained in the
most recent list furnished to the Trustee as provided in Section 7.01 and the
names and addresses of Holders of Notes received by the Trustee in its capacity
as Note Registrar. The Trustee may destroy any list furnished to it as provided
in such Section 7.01 upon receipt of a new list so furnished.

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

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

     Section 7.03. Reports by Issuer.  (a)  The Issuer shall:

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

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

         (iii) supply to the Trustee (and the Trustee shall transmit by mail to
     all Noteholders described in TIA Section 313(c)) such summaries of any
     information, documents and reports required to be filed by the Issuer
     pursuant to clauses (i) and (ii) of this Section 7.03(a) as may be required
     by rules and regulations prescribed from time to time by the Commission.


                                       47


<PAGE>   54


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

     Section 7.04. Reports by Trustee. If required by TIA Section 313(a), within
60 days after each March 31 beginning with March 31, 2000, the Trustee shall
mail to each Noteholder as required by TIA Section 313(c) a brief report dated
as of such date that complies with TIA Section 313(a). The Trustee also shall
comply with TIA Section 313(b).

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



                                       48



<PAGE>   55



                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

     Section 8.01. Collection of Money. Except as otherwise expressly provided
herein, the Trustee may demand payment or delivery of, and shall receive and
collect, directly and without intervention or assistance of any fiscal agent or
other intermediary, all money and other property payable to or receivable by
the Trustee pursuant to this Indenture. The Trustee shall apply all such money
received by it as provided in this Indenture. Except as otherwise expressly
provided in this Indenture, if any default occurs in the making of any payment
or performance under any agreement or instrument that is part of the Trust
Estate, the Trustee may take such action as may be appropriate to enforce such
payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any
right to claim a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

     Section 8.02. Collection and Reserve Accounts. On or prior to the Closing
Date, the Issuer shall cause the Servicer to establish and maintain, in the
name of the Trustee, for the benefit of the Noteholders the Collection Account
as provided in Section 5.01 of the Transfer and Servicing Agreement and for the
benefit of the Holders of the Investor Notes, the Reserve Account as provided
in Section 5.01 of the Transfer Servicing Agreement.

     On each Payment Date and Redemption Date, the Trustee shall distribute
from the Collection Account funds in the amounts, for the purpose and in the
priority set forth in Section 5.04 of the Transfer and Servicing Agreement.

     Section 8.03.  General Provisions Regarding Accounts.  (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Collection Account and Reserve Account shall be
invested in Eligible Investments and reinvested by the Trustee upon Issuer
Order, subject to the provisions of Section 5.01(b) of the Transfer and
Servicing Agreement (which Issuer Order may be upon direction of the Servicer).
All income or other gain from investments of moneys deposited in the Reserve
Account shall be deposited by the Trustee in the Collection Account, and any
loss resulting from such investments shall be charged to such account. The
Issuer will not direct the Trustee to make any investment of any funds or to
sell any investment held in any of the Reserve Account unless the security
interest granted and perfected in such account will continue to be perfected in
such investment or the proceeds of such sale.

     (b) Subject to Section 6.01(c), the Trustee shall not in any way be held
liable by reason of any insufficiency in the Collection Account and Reserve
Account resulting from any loss on any Eligible Investment included therein
pursuant to the terms of the Basic Documents except for losses attributable to
the Trustee's failure to make payments on such Eligible Investments issued by
the Trustee, in its commercial capacity as principal obligor and not as
trustee, in accordance with their terms. In no event shall the Trustee be
liable for the selection of Eligible Investments or for investment losses
incurred thereon (except in the case of gross negligence of the Trustee). The
Trustee shall have no liability in respect of losses incurred as a result of
the liquidation of any Eligible Investment prior to its stated maturity or the
failure of the



                                       49


<PAGE>   56


Issuer to provide timely written investment direction (except in the case of
gross negligence of the Trustee).

     (c) If (i) the Issuer shall have failed to give investment directions for
any funds on deposit in the Collection Account and Reserve Account to the
Trustee by 12:00 noon New York Time (or such other time as may be agreed in
writing by the Issuer and Trustee) on any Business Day; or (ii) a Default or
Event of Default shall have occurred and be continuing with respect to the
Notes but the Notes shall not have been declared due and payable pursuant to
Section 5.02, or, if such Notes shall have been declared due and payable
following an Event of Default and amounts collected or receivable from the
Trust Estate are being applied in accordance with Section 5.05; then the
Trustee shall, to the fullest extent practicable, invest and reinvest funds in
the Collection Account and Reserve Account in Eligible Investments of the same
type as the Trustee was most recently directed to invest such funds and
maturing prior to the succeeding Payment Date in accordance with Section 5.01
of the Transfer and Servicing Agreement.

     Section 8.04. Release of Trust Estate.  (a) Subject to the payment of its
fees and expenses pursuant to Section 6.07, the Trustee may, and when required
by the provisions of this Indenture shall, execute instruments to release
property from the lien of this Indenture, or convey the Trustee's interest in
the same, in a manner and under circumstances that are not inconsistent with
the provisions of this Indenture. No party relying upon an instrument executed
by the Trustee as provided in this Article VIII shall be bound to ascertain the
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

     (b) The Trustee shall, at such time as there are no Notes Outstanding and
all sums due the Trustee pursuant to Section 6.07 have been paid, release any
remaining portion of the Trust Estate that secured the Notes from the lien of
this Indenture and release to the Issuer or any other Person entitled thereto
any funds then on deposit in the Collection Account and Reserve Account. The
Trustee shall release property from the lien of this Indenture pursuant to this
Section 8.04(b) only upon receipt of an Issuer Request accompanied by an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA)
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1)
meeting the applicable requirements of Section 11.01.

     (c) Notwithstanding anything to the contrary in this Indenture or the
Transfer and Servicing Agreement, immediately prior to the release of any
portion of the Trust Estate or any funds on deposit in the Collection Account
and Reserve Account pursuant to this Indenture, the Trustee shall remit to the
Transferor for its own account any funds that, upon such release, would
otherwise be remitted to the Issuer.

     Section 8.05. Opinion of Counsel.  The Trustee shall receive at least
seven days' written notice when requested by the Issuer to take any action
pursuant to Section 8.04(a), accompanied by copies of any instruments involved,
and the Trustee shall also require, as a condition to such action, an Opinion
of Counsel, in form and substance reasonably satisfactory to the Trustee,
stating the legal effect of any such action, outlining the steps required to
complete the same, and concluding that all conditions precedent to the taking
of such action have been complied with and such action will not materially and
adversely impair the security for the Notes or the rights of the Noteholders in
contravention of the provisions of this Indenture; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair



                                       50


<PAGE>   57


value of the Trust Estate. The Trustee and counsel rendering any such opinion
may conclusively rely, without independent investigation, on the accuracy and
validity of any certificate or other instrument delivered to the Trustee in
connection with any such action.



                                       51
<PAGE>   58

                                   ARTICLE IX

                            SUPPLEMENTAL INDENTURES

     Section 9.01. Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies, the Issuer and the Trustee, when authorized by an Issuer Order,
at any time and from time to time, may enter into one or more indentures
supplemental hereto (which shall conform to the provisions of the TIA as in
force at the date of the execution thereof), in form reasonably satisfactory to
the Trustee, for any of the following purposes:

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

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

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

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

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

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

         (vii) to modify, eliminate or add to the provisions of this Indenture
     to such extent as shall be necessary, 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.

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



                                       52
<PAGE>   59


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

     Section 9.02. Supplemental Indentures with Consent of Noteholders. The
Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Holders of not less
than a majority of the Outstanding Amount of the Notes, by Act of such Holders
delivered to the Issuer and the Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:

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

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

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

         (iv) reduce the percentage of the Outstanding Amount of the Investor
     Notes required to direct the Trustee to direct the Issuer to sell or
     liquidate the Trust Estate pursuant to Section 5.04;

         (v) modify any provision of this Section 9.02 except to increase any
     percentage specified herein or to provide that certain additional
     provisions of this Indenture or the Basic Documents cannot be modified or
     waived without the consent of the Holder of each Outstanding Note affected
     thereby;



                                       53
<PAGE>   60

         (vi) modify any of the provisions of this Indenture in such manner as
     to affect the calculation of the amount of any payment of interest due on
     any Note on any Payment Date or the calculation of the amount of principal
     to be paid on any Payment Date or the amount to be paid to any Class on any
     Payment Date (including the calculation of any of the individual components
     of such calculations); or

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

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

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

     Section 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and subject to
Sections 6.01 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 Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

     Section 9.04. Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
Trustee, the Issuer and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

     Section 9.05. Conformity With Trust Indenture Act. Every amendment of this
Indenture and every supplemental indenture executed pursuant to this Article IX
shall conform to the requirements of the TIA as then in effect so long as this
Indenture shall then be qualified under the TIA.



                                       54
<PAGE>   61

     Section 9.06. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Trustee shall, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
Notes so modified as to conform, in the opinion of the Trustee and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Trustee in exchange for Outstanding
Notes.




                                       55
<PAGE>   62

                                   ARTICLE X

                               REDEMPTION OF NOTES

     Section 10.01. Redemption. (a) On any Payment Date following any
Calculation Date as of which the Aggregate Contract Principal Balance is less
than ten percent 10% of the Initial Aggregate Contract Principal Balance, the
Servicer shall have the option to cause the redemption of the Notes by
depositing with the Trustee the sum of (i) the Outstanding Amount (after giving
effect to the payment of any principal on such Payment Date) and (ii) the Class
A-1 Note Interest, Class A-2 Note Interest, Class A-3 Note Interest, Class A-4
Note Interest, Class B Note Interest and Class C Note Interest due on such
Payment Date. Upon receipt of such amounts and all amounts then owed to the
Trustee, the Trustee shall (x) make the final payment in full of the Outstanding
Amount and all accrued and unpaid interest to the Noteholders and (y) release
any remaining Trust Estate to the Issuer as determined by the Servicer and
delivered in writing to the Trustee 20 days prior to the Redemption Date.

     (b) The Class A-4 Notes may be redeemed ("Class A-4 Special Redemption") on
any Payment Date at the option of the Issuer at a price equal to the sum of (i)
the then Class A-4 Principal Balance, accrued and unpaid interest thereon and
(ii) the Class A-4 Special Redemption Premium as determined by the Servicer and
delivered in writing to the Trustee 20 days prior to the Redemption Date.

     The Class A-4 Special Redemption Premium will equal the excess, if any,
discounted as described below, of (i) the amount of interest that would accrue
on the aggregate outstanding principal balance of the Class A-4 Notes at the
Class A-4 Interest Rate during the period beginning on and including the Payment
Date on which such Class A-4 Special Redemption Premium is required to be paid
to the Class A-4 Noteholders to but excluding the Class A-4 Maturity Date, over
(ii) the amount of interest that would have accrued on the aggregate outstanding
Class A-4 Principal Balance over the same period at a per annum rate of interest
equal to the bond equivalent yield to maturity on the Determination Date
preceding such Payment Date of a United States Treasury security, which is
trading in the public securities market, maturing on a date closest to the date
equal to the remaining average life of the Class A-4 Notes minus 0.5%. Such
excess shall be discounted to the present value to such Payment Date at the
applicable yield described in clause (ii) above. For purposes of this paragraph
only, (i) the Class A-4 Principal Balance upon which interest will be deemed to
accrue, and (ii) the average weighted life of the Class A-4 Notes, shall be
determined based upon the amortization of the Aggregate Contract Principal
Balance remaining at such Payment Date at a rate of 6.0% conditional payment
rate and no losses.

     If the Class A-4 Notes are redeemed pursuant to a Class A-4 Special
Redemption, the Class A-4 Notes will be deemed to have been repurchased by the
Obligors. In such an event, the Obligors will be entitled to receive payments of
principal and interest on the Class A-4 Notes, and the Class A-4 Principal
Balance will thereafter continue to amortize as provided in this Series 1999-1
Supplement.

     Section 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Trustee by first-class mail, postage
prepaid, mailed not less than ten and not



                                       56
<PAGE>   63

more than 30 days prior to the applicable Redemption Date to each Holder of
Notes to be redeemed as of the close of business on the Record Date preceding
the applicable Redemption Date, at such Holder's address appearing in the Note
Register.

     All notices of redemption shall state:

         (i) the Redemption Date;

         (ii) the Redemption Price; and

         (iii) the place where such Notes are to be surrendered for payment of
     the Redemption Price (which shall be the office or agency of the Issuer to
     be maintained as provided in Section 3.02).

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

     Section 10.03. Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption as required by
Section 10.02 (in the case of redemption pursuant to Section 10.01), on the
Redemption Date become due and payable at the Redemption Price and (unless the
Issuer shall default in the payment of the Redemption Price) no interest shall
accrue on the Redemption Price for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Price.




                                       57
<PAGE>   64
                                   ARTICLE XI

                                  MISCELLANEOUS

     Section 11.01. Compliance Certificates and Opinions etc. (a) Upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Trustee (i) an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

     (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Trustee that is to be made the basis for the release of any
property or securities subject to the lien of this Indenture, the Issuer shall,
in addition to any obligation imposed in Section 11.01(a) or elsewhere in this
Indenture, furnish to the Trustee an Officer's Certificate certifying or stating
the opinion of each person signing such certificate as to the fair value (within
90 days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

         (ii) Whenever the Issuer is required to furnish to the Trustee an
     Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (i) above, the Issuer shall
     also deliver to the Trustee an Independent Certificate as to the same
     matters, if the fair value to the Issuer of the securities to be so
     deposited and of all other such securities made the basis of any such
     withdrawal or release since the commencement of the then-current fiscal
     year of the Issuer, as set forth in the certificates delivered pursuant to
     clause (i) above and this clause (ii), is 10% or



                                       58
<PAGE>   65

     more of the Outstanding Amount of the Notes, but such a certificate need
     not be furnished with respect to any securities so deposited if the fair
     value thereof to the Issuer as set forth in the related Officer's
     Certificate is less than $25,000 or less than one percent of the
     Outstanding Amount of the Notes.

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

         (iv) Whenever the Issuer is required to furnish to the Trustee an
     Officer's Certificate certifying or stating the opinion of any signer
     thereof as to the matters described in clause (iii) above, the Issuer shall
     also furnish to the Trustee an Independent Certificate as to the same
     matters if the fair value of the property or securities and of all other
     property, other than [Acquired Contracts] and [Liquidated Contracts], 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 2.09 or any other provision of this
     Section, the Issuer may (A) collect, liquidate, sell or otherwise dispose
     of Contracts and Financed Equipment as and to the extent permitted or
     required by the Basic Documents and (B) make cash payments out of the
     Collection Account and Reserve Account as and to the extent permitted or
     required by the Basic Documents.

     Section 11.02. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

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



                                       59
<PAGE>   66

Transferor, the Issuer, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to such matters are erroneous.

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

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

     Section 11.03. 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 agents duly appointed in writing; and except as herein otherwise expressly
provided such action shall become effective when such instrument or instruments
are delivered to the Trustee, and, where it is hereby expressly required, to the
Issuer. Such instrument or instruments (and the action embodied therein and
evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Trustee and the Issuer, if made in the manner provided in this
Section.

     (b) The fact and date of the execution by any person of any such instrument
or writing may be proved in any manner that the 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 of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything done, omitted or suffered to be done by the Trustee or
the Issuer in reliance thereon, whether or not notation of such action is made
upon such Note.

     Section 11.04. Notices, etc. to Trustee, Issuer and Rating Agencies. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other documents provided or permitted by this Indenture to be
made upon, given or furnished to or filed with:



                                       60
<PAGE>   67

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

     (b) the Issuer by the Trustee or by any Noteholder shall be sufficient for
every purpose hereunder if in writing and mailed, first-class, postage prepaid,
to the Issuer addressed to: Advanta Equipment Receivables Series 2000-___ LLC,
as Issuer _________________________________, Attention: _______________________.
The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Trustee.

     (c) the Rating Agencies by the Issuer or the Trustee shall be sufficient
for every purpose hereunder if in writing, personally delivered or mailed by
certified mail, return receipt requested to (i) in the case of
_________________, at the following address: _______________________ and (ii) in
the case of _____________________, at the following address:
_______________________, Attention of _____________________; or as to each of
the foregoing, at such other address as shall be designated by written notice to
the other parties.

     Section 11.05. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at such Noteholder's address as it appears on the Note Register, not
later than the latest date, and not earlier than the earliest date, prescribed
for the giving of such notice. In any case where notice to Noteholders is given
by mail, neither the failure to mail such notice nor any defect in any notice so
mailed to any particular Noteholder shall affect the sufficiency of such notice
with respect to other Noteholders, and any notice that is mailed in the manner
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 Trustee but such filing
shall not be a condition precedent to the validity of any action taken in
reliance upon such a waiver.

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

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

     Section 11.06. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary, to the extent
reasonably satisfactory to the Trustee, the Issuer may enter into any agreement
with any Holder of a Note providing for a method of payment, or notice by the
Trustee or any Paying Agent to such Holder,



                                       61
<PAGE>   68

that is different from the methods provided for in this Indenture for such
payments or notices. The Issuer will furnish to the Trustee a copy of each such
agreement and the Trustee will cause payments to be made and notices to be given
in accordance with such agreements.

     Section 11.07. 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 Sections 310 through 317 that impose duties on any
person (including the provisions automatically deemed included herein unless
expressly excluded by this Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     Section 11.08. 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 11.09. Successors and Assigns. All covenants and agreements in this
Indenture and the Notes by the Issuer shall bind its successors and assigns,
whether so expressed or not.

     All covenants and agreements of the Trustee in this Indenture shall bind
its successors, co-trustees and agents of the Trustee.

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

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

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

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

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




                                       62
<PAGE>   69

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

     Section 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Trustee or of any successor or assign of the Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee has 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.

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

     Section 11.18. Inspection. The Issuer agrees that, on 5 days prior notice,
it will permit any representative of the Trustee, during the Issuer's normal
business hours, to examine all the books of account, records, reports, and other
papers of the Issuer, to make copies and extracts therefrom, to cause such books
to be audited by Independent certified public accountants, and to discuss the
Issuer's affairs, finances and accounts with the Issuer's officers, employees,
and Independent certified public accountants, all at such reasonable times and
as often as may be reasonably requested. The Trustee shall, and shall cause its
representatives, to hold in confidence all such information except to the extent
disclosure may be required by law (and all reasonable applications for
confidential treatment are unavailing) and except to the extent that the Trustee
may reasonably determine that such disclosure is consistent with its obligations
hereunder.

     Section 11.19. Restrictions on Transfer of Class D Notes. To the fullest
extent permitted by applicable law, the Class D Notes (or any interest therein)
may not be transferred by the initial Holder of the Class D Notes to any Person.

     Section 11.20. Tax Treatment. Each Class A-1 Noteholder, Class A-2
Noteholder, Class A-3 Noteholder, Class A-4 Noteholder, Class B Noteholder and
Class C Noteholder, by acceptance of their Note, and each holder of a beneficial
interest in a Class A-1 Note, Class A-2 Note, Class A-3 Note, Class A-4 Note,
Class B Note and Class C Note, by the acquisition of a



                                       63
<PAGE>   70

beneficial interest therein, agree to treat the Class A-1 Notes, Class A-2
Notes, Class A-3 Notes, Class A-4 Notes, Class B Notes and Class C Notes as
indebtedness of the Transferor for applicable federal, state, and local income
and franchise tax law and for purposes of any other tax imposed on or measured
by income.


                                       64
<PAGE>   71

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

                                    ADVANTA EQUIPMENT RECEIVABLES
                                      SERIES 2000-___ LLC

                                    By:
                                    Name:
                                    Title:

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

                                    By:
                                    Name:
                                    Title:




                                       65
<PAGE>   72




-----------------     )
                      ) ss.:
                      )

     BEFORE ME, the undersigned authority, a Notary Public in and for said
County and State, on this day personally appeared _________________ known to me
to be the person and officer whose name is subscribed to the foregoing
instrument and acknowledged to me that the same was the act of the said
_________________ banking corporation and that he executed the same as the
corporation for the purpose and consideration therein stated.

     GIVEN UNDER MY HAND AND SEAL OF OFFICE, this ____ day of _______________,
2000.

                                    ---------------------------------
                                    Notary Public


                                    [Seal]

My commission expires:


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





                                       66
<PAGE>   73
                                                                       EXHIBIT A

                                LIST OF CONTRACTS



                                      A-1
<PAGE>   74



                                                                       EXHIBIT B

                    FORM OF TRANSFER AND SERVICING AGREEMENT



                                      B-1
<PAGE>   75



                                                                       EXHIBIT C

                          FORM OF DEPOSITORY AGREEMENT



                                      C-1
<PAGE>   76



                                                                      EXHIBIT D

             FORM OF CLASS [A-1] [A-2] [A-3] [A-4] [B] [C] [D] NOTE

REGISTERED                                                  $_________________ *

No. ______

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                                           CUSIP  NO.___________

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

     [TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE CLASS D NOTES (OR
ANY INTEREST THEREIN) MAY NOT BE TRANSFERRED BY THE INITIAL HOLDER OF THE CLASS
D NOTES TO ANY PERSON.]***

     THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF COVENANTS AND AGREES THAT
IT WILL NOT AT ANY TIME INSTITUTE AGAINST THE TRANSFEROR, OR JOIN IN ANY
INSTITUTION AGAINST THE TRANSFEROR, OF, ANY BANKRUPTCY PROCEEDINGS UNDER ANY
UNITED STATES FEDERAL OR STATE BANKRUPTCY OR SIMILAR LAW IN CONNECTION WITH ANY
OBLIGATIONS RELATING TO THE NOTES OR THE INDENTURE.

--------


*    Denominations of $1,000 and integral multiples thereof; provided, however,
     that a single Note of any Class may be issued in a denomination of other
     than $1,000.


*    For Class A-1, Class A-2, Class A-3, Class A-4, Class B, Class C and Class
     D Notes only.

**   For Class D Note only.



                                       D-1
<PAGE>   77


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

     [THE HOLDER OF THIS CLASS [A-1, A-2, A-3, A-4, B or C] NOTE, BY ACCEPTANCE
OF THIS NOTE, AND EACH HOLDER OF A BENEFICIAL INTEREST IN THIS NOTE, BY THE
ACQUISITION OF A BENEFICIAL INTEREST THEREIN, AGREE TO TREAT THE CLASS [A-1,
A-2, A-3, A-4, B or C] NOTES AS INDEBTEDNESS OF ADVANTA EQUIPMENT RECEIVABLES
SERIES 2000-___ LLC FOR APPLICABLE FEDERAL, STATE, AND LOCAL INCOME AND
FRANCHISE TAX LAW AND FOR PURPOSES OF ANY OTHER TAX IMPOSED ON OR MEASURED BY
INCOME.]


                                       D-2


<PAGE>   78



               [ADVANTA EQUIPMENT RECEIVABLES SERIES 2000-___ LLC]
                                 [rate%] [rate%]
                 [CLASS A-1] [CLASS A-2] [CLASS A-3] [CLASS A-4]
                          [CLASS B] [CLASS C] [CLASS D]
                               ASSET BACKED NOTES

     [Advanta Equipment Receivables Series 2000-___ LLC], a limited liability
company organized and existing under the laws of the State of Nevada (herein
referred to as the "Issuer"), for value received, hereby promises to pay to
[__________], or registered assigns, the principal sum of [_________] DOLLARS
payable on each Payment Date in an amount equal to the result obtained by
multiplying (i) a fraction the numerator of which is $[INSERT INITIAL PRINCIPAL
AMOUNT OF NOTE] and the denominator of which is [$________ [for Class A-1
Notes]] [$__________ [for Class A-2 Notes]] [$__________ [for Class A-3 Notes]
[$__________ [for Class A-4 Notes] [$__________ [for Class B Notes] [$__________
[for Class C Notes] [$__________ [for Class D Notes] by (ii) the aggregate
amount, if any, payable from the Note Distribution Account in respect of
principal on the [Class A-1] [Class A-2] [Class A-3] [Class A-4] [Class B]
[Class C] [Class D] Notes pursuant to Section 8.02(c) of the Indenture;
provided, however, the entire unpaid principal amount of this Note shall be due
and payable on the earlier of the [[month] [2000] Payment Date for the Class
A-1] [[month] [2000] Payment Date for the Class A-2] [[month] [2000] Payment
Date for the Class A-3] [[month] [2000] Payment Date for the Class A-4] [[month]
[2000] Payment Date for the Class B] [[month] [2000] Payment Date for the Class
C] [[month] [2000] Payment Date for the Class D] Notes and the Redemption Date,
if any, pursuant to Section 10.01 of the Indenture. The Issuer will pay interest
on this Note at the [Class A-1] [Class A-2] [Class A-3] [Class A-4] [Class B]
[Class C] [Class D] Note Interest Rate on each Payment Date until the principal
of this Note is paid or made available for payment, on the principal amount of
this Note outstanding on the preceding Payment Date after giving effect to all
payments of principal made on such preceding Payment Date (or in the case of the
first Payment Date, on the initial principal amount of this Note). Interest on
this Note will accrue for each Payment Date from and including the most recent
Payment Date on which interest has been paid to but excluding such Payment Date
or, for the initial Payment Date from ______ __, 2000 to but excluding such
Payment Date. [Interest will be computed on the basis of a 360-day year of
twelve 30-day months.] Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

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

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

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


                                      D-3
<PAGE>   79



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

                                    ADVANTA EQUIPMENT RECEIVABLES
                                             SERIES 2000-___ LLC,

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


                                      D-4
<PAGE>   80



                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

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


                                      D-5
<PAGE>   81


                                [REVERSE OF NOTE]

     This Note is one of the [Class A-1] [Class A-2] [Class A-3] [Class A-4]
[Class B] [Class C] [Class D] Notes of a duly authorized issue of Notes of the
Issuer, designated as its [rate] [rate%] [Class A-1] [Class A-2] [Class A-3]
[Class A-4] [Class B] [Class C] [Class D] Asset Backed Notes (herein called the
"Notes"), all issued under an Indenture dated as of __________ __, 2000 (such
indenture, as supplemented or amended, is herein called the "Indenture"),
between the Issuer and [Trustee], as trustee (the "Trustee", which term includes
any successor Trustee under the Indenture), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Trustee and the
Holders of the Notes. The Notes are subject to all terms of the Indenture. All
terms used in this Note that are defined in the Indenture, as supplemented or
amended, shall have the meanings assigned to them in or pursuant to the
Indenture, as so supplemented or amended.

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

     Principal of the Notes will be payable on each Payment Date in an amount
described on the face hereof. "Payment Date" means the ____ day of each calendar
month, or, if any such date is not a Business Day, the next succeeding Business
Day, commencing __________ __, 2000.

     As described above, the entire unpaid principal amount of this Note shall
be due and payable on the earlier of the [[________ ____] Payment Date [for
Class A-1] [________ ____] Payment Date [for Class A-2] [________ ____] Payment
Date [for Class A-3] [________ ____] Payment Date [for Class A-4] [________
____] Payment Date [for Class B] [________ ____] Payment Date [for Class C]
[________ ____] Payment Date [for Class D] [________ ____]] and the Redemption
Date, if any, pursuant to Section 10.01 of the Indenture. Notwithstanding the
foregoing, the entire unpaid principal amount of the Notes shall be due and
payable on the date on which an Event of Default shall have occurred and be
continuing and the Trustee or the Holders of the Notes representing a majority
of the Outstanding Amount of the Notes have declared the Notes to be immediately
due and payable in the manner provided in Section 5.02 of the Indenture. All
principal payments on the Notes of a Class shall be made pro rata to the
Noteholders of such Class entitled thereto.

     Payments of interest on this Note due and payable on each Payment Date,
together with the installment of principal, if any, to the extent not in full
payment of this Note, shall be made by check mailed to the Person whose name
appears as the Registered Holder of this Note (or one or more Predecessor Notes)
on the Note Register as of the close of business on each Record Date, except
that with respect to Notes registered on the Record Date in the name of the
nominee of the Clearing Agency (initially, such nominee to be Cede & Co.),
payments will be made by wire transfer in immediately available funds to the
account designated by such nominee. Such checks shall be mailed to the Person
entitled thereto at the address of such Person as it appears on the Note
Register as of the applicable Record Date without requiring that this Note be
submitted for notation of payment. Any reduction in the principal amount of this
Note (or any one or more Predecessor Notes) effected by any payments made on any
Payment Date shall be



                                        1
<PAGE>   82

binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Trustee, in the name of and on behalf of
the Issuer, will notify the Person who was the Registered Holder hereof as of
the Record Date preceding such Payment Date by notice mailed within five days of
such Payment Date and the amount then due and payable shall be payable only upon
presentation and surrender of this Note at the Trustee's principal Corporate
Trust Office or at the office of the Trustee's agent appointed for such purposes
located in The City of New York.

     As provided in the Indenture, the Notes may be redeemed in whole, but not
in part, at the option of the Servicer, on any Payment Date on or after the date
on which the Pool Balance is less than or equal to ten percent of the Initial
Pool Balance.

     As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by a commercial bank or trust company
located, or having a correspondent located, in The City of New York or the city
in which the Corporate Trust Office is located, or a member firm of a national
securities exchange, and such other documents as the Trustee may require, and
thereupon one or more new Notes of authorized denominations and in the same
aggregate principal amount will be issued to the designated transferee or
transferees. No service charge will be charged for any registration of transfer
or exchange of this Note, but the transferor may be required to pay a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any such registration of transfer or exchange.

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

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


                                       2
<PAGE>   83

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

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

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

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

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

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

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

     Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither the Trustee in its individual capacity,
any owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture. The Holder of this Note by the acceptance hereof
agrees that, except as expressly



                                       3
<PAGE>   84

provided in the Basic Documents in the case of an Event of Default under the
Indenture, the Holder shall have no claim against any of the foregoing for any
deficiency, loss or claim therefrom; provided, however, that nothing contained
herein shall be taken to prevent recourse to, and enforcement against, the
assets of the Issuer for any and all liabilities, obligations and undertakings
contained in the Indenture or in this Note.




                                       4
<PAGE>   85

                                   ASSIGNMENT

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

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

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

----------------------------------------
(name and address of assignee)

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

Dated:                                                         *
      ------------------------       ---------------------------
                                     Signature                      Guaranteed:

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

                                       1
<PAGE>   86



                                                                       EXHIBIT E

                    [FORM OF CLASS D TRANSFEREE CERTIFICATE]


                                      E-1