WORLD OMNI MASTER OWNER TRUST

                               Asset-Backed Notes

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




                         AMENDED AND RESTATED INDENTURE

                        Dated as of _______________, 2000

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



                          HARRIS TRUST AND SAVINGS BANK

                                Indenture Trustee




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<TABLE>
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                              CROSS-REFERENCE TABLE

             TIA                                                                         Indenture

           Section                                                                        Section
           -------                                                                        -------
<S>                                                                                <C>
         310      (a)(1)       ..................................................  6.11
                  (a)(2)       ..................................................  6.11
                  (a)(3)       ..................................................  6.10
                  (a)(4)       ..................................................  6.14
                  (b)          ..................................................  6.11
                  (c)          ..................................................  N.A.
         311      (a)          ..................................................  6.12
                  (b)          ..................................................  6.12
                  (c)          ..................................................  N.A.
         312      (a)          ..................................................  7.1, 7.2
                  (b)          ..................................................  7.2
                  (c)          ..................................................  7.2
         313      (a)          ..................................................  7.4(a), 7.4(b)
                  (b)(1)       ..................................................  7.4(a)
                  (b)(2)       ..................................................  7.4(a)
                  (c)          ..................................................  7.4(a)
                  (d)          ..................................................  7.4(a)
         314      (a)          ..................................................  7.3(a), 3.9
                  (b)          ..................................................  3.6
                  (c)(1)       ..................................................  2.1, 2.9, 4.1, 11.1(a)
                  (c)(2)       ..................................................  2.1, 2.9, 4.1, 11.1(a)
                  (c)(3)       ..................................................  2.9, 4.1, 11.1(a)
                  (d)          ..................................................  2.9, 11.1(b)
                  (e)          ..................................................  11.1(a)
                  (f)          ..................................................  11.1(a)
         315      (a)          ..................................................  6.1(b)
                  (b)          ..................................................  6.5
                  (c)          ..................................................  6.1(a)
                  (d)          ..................................................  6.2, 6.1(c)
                  (e)          ..................................................  5.13
         316      (a) last
                  sentence     ..................................................  1.1
                  (a)(1)(A)    ..................................................  5.11
                  (a)(1)(B)    ..................................................  5.12
                  (a)(2)       ..................................................  Omitted
         316      (b), (c)     ..................................................  5.7
         317      (a)(1)       ..................................................  5.3(b)
                  (a)(2)       ..................................................  5.3(d)
                  (b)          ..................................................  3.3
         318      (a)          ..................................................  11.7
 N.A. means Not Applicable.
 Note:   This cross reference table shall not, for any purpose, be deemed to be part of this Indenture.
</TABLE>

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<TABLE>
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                                TABLE OF CONTENTS

                                                                                                               Page
<S>                                                                                                            <C>

ARTICLE I

         DEFINITIONS AND INCORPORATION BY REFERENCE
          1.1     Definitions...................................................................................-2-
          1.2     Incorporation by Reference of Trust Indenture Act.............................................-2-

ARTICLE II
         THE NOTES

          2.1     Issuance of Notes; Execution, Authentication and Delivery.....................................-3-
          2.2     Form of Notes and Indenture Trustee's Certificate of Authentication...........................-5-
          2.3     Temporary Notes...............................................................................-6-
          2.4     Registration; Registration of Transfer and Exchange of Notes..................................-6-
          2.5     Mutilated, Destroyed, Lost or Stolen Notes....................................................-7-
          2.6     Persons Deemed Noteholders....................................................................-8-
          2.7     Payment of Principal and Interest.............................................................-9-
          2.8     Cancellation of Notes........................................................................-10-
          2.9     Release of Collateral........................................................................-10-
          2.10    Book-Entry Notes.............................................................................-10-
          2.11    Notices to Clearing Agency...................................................................-11-
          2.12    Definitive Notes.............................................................................-11-
          2.13    Transferor as Noteholder.....................................................................-11-
          2.14    Tax Treatment................................................................................-12-
          2.15    Special Terms Applicable to Subsequent Transfers of Certain Notes............................-12-

ARTICLE III

         COVENANTS

          3.1     Payment of Principal and Interest............................................................-13-
          3.2     Maintenance of Agency Office.................................................................-13-
          3.3     Money for Payments To Be Held in Trust.......................................................-13-
          3.4     Existence....................................................................................-15-
          3.5     Protection of Trust Estate; Acknowledgment of Pledge.........................................-15-
          3.6     Opinions as to Trust Estate..................................................................-16-
          3.7     Performance of Obligations; Servicing of Receivables.........................................-16-
          3.8     Negative Covenants...........................................................................-17-
          3.9     Annual Statement as to Compliance............................................................-18-
          3.10    Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets..........................-18-
          3.11    Successor or Transferee......................................................................-20-
          3.12    No Other Business............................................................................-20-




                                       -i-


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          3.13    No Borrowing.................................................................................-21-
          3.14    Guarantees, Loans, Advances and Other Liabilities............................................-21-
          3.15    Servicer's Obligations.......................................................................-21-
          3.16    Capital Expenditures.........................................................................-21-
          3.17    Removal of Administrator.....................................................................-21-
          3.18    Restricted Payments..........................................................................-21-
          3.19    Notice of Events of Default..................................................................-22-
          3.20    Further Instruments and Acts.................................................................-22-
          3.21    Indenture Trustee's Assignment of Interests in Certain Receivables...........................-22-
          3.22    Representations and Warranties by the Issuer to the Indenture Trustee........................-22-

ARTICLE IV

         SATISFACTION AND DISCHARGE
          4.1     Satisfaction and Discharge of Indenture......................................................-23-
          4.2     Application of Trust Money...................................................................-24-
          4.3     Repayment of Monies Held by Paying Agent.....................................................-24-
          4.4     Duration of Position of Indenture Trustee....................................................-24-

ARTICLE V
         DEFAULT AND REMEDIES
          5.1     Events of Default............................................................................-25-
          5.2     Acceleration of Maturity; Rescission and Annulment...........................................-26-
          5.3     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee....................-26-
          5.4     Remedies; Priorities.........................................................................-29-
          5.5     Optional Preservation of the Trust Estate....................................................-30-
          5.6     Limitation of Suits..........................................................................-31-
          5.7     Unconditional Rights of Noteholders To Receive Principal and Interest........................-31-
          5.8     Restoration of Rights and Remedies...........................................................-32-
          5.9     Rights and Remedies Cumulative...............................................................-32-
          5.10    Delay or Omission Not a Waiver...............................................................-32-
          5.11    Control by Noteholders.......................................................................-32-
          5.12    Waiver of Past Defaults......................................................................-33-
          5.13    Undertaking for Costs........................................................................-33-
          5.14    Waiver of Stay or Extension Laws.............................................................-33-
          5.15    Action on Notes..............................................................................-34-
          5.16    Performance and Enforcement of Certain Obligations...........................................-34-
          5.17    Early Amortization Events....................................................................-35-
          5.18    Investment Event.............................................................................-36-

ARTICLE VI
         THE INDENTURE TRUSTEE
          6.1     Duties of Indenture Trustee..................................................................-37-




                                      -ii-


<PAGE>



          6.2     Rights of Indenture Trustee..................................................................-38-
          6.3     Indenture Trustee May Own Notes..............................................................-39-
          6.4     Indenture Trustee's Disclaimer...............................................................-39-
          6.5     Notice of Defaults...........................................................................-39-
          6.6     Reports by Indenture Trustee to Holders......................................................-40-
          6.7     Compensation; Indemnity......................................................................-40-
          6.8     Replacement of Indenture Trustee.............................................................-41-
          6.9     Merger or Consolidation of Indenture Trustee.................................................-42-
          6.10    Appointment of Co-Indenture Trustee or Separate Indenture Trustee............................-42-
          6.11    Eligibility; Disqualification................................................................-43-
          6.12    Preferential Collection of Claims Against Issuer.............................................-44-
          6.13    Representations and Warranties of Indenture Trustee..........................................-44-
          6.14    Indenture Trustee May Enforce Claims Without Possession of Notes.............................-45-
          6.15    Suit for Enforcement.........................................................................-45-
          6.16    Rights of Noteholders to Direct Indenture Trustee............................................-45-

ARTICLE VII

         NOTEHOLDERS' LISTS AND REPORTS
          7.1     Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.......................-46-
          7.2     Preservation of Information, Communications to Noteholders...................................-46-
          7.3     Reports by Issuer............................................................................-46-
          7.4     Reports by Indenture Trustee.................................................................-47-

ARTICLE VIII

         ACCOUNTS, DISBURSEMENTS AND RELEASES
          8.1     Collection of Money..........................................................................-48-
          8.2     Trust Accounts; Allocations; Payments........................................................-48-
          8.3     General Provisions Regarding Trust Accounts..................................................-49-
          8.4     Release of Trust Estate......................................................................-50-
          8.5     Opinion of Counsel...........................................................................-50-

ARTICLE IX

         SUPPLEMENTAL INDENTURES
          9.1     Supplemental Indentures Without Consent of Noteholders.......................................-51-
          9.2     Supplemental Indentures With Consent of Noteholders..........................................-52-
          9.3     Execution of Supplemental Indentures.........................................................-53-
          9.4     Effect of Supplemental Indenture.............................................................-54-
          9.5     Conformity with Trust Indenture Act..........................................................-54-
          9.6     Reference in Notes to Supplemental Indentures................................................-54-

ARTICLE X
         REDEMPTION OF NOTES




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<PAGE>



          10.1    Redemption...................................................................................-54-
          10.2    Form of Redemption Notice....................................................................-55-
          10.3    Notes Payable on Redemption Date.............................................................-56-

ARTICLE XI

         MISCELLANEOUS

          11.1    Compliance Certificates and Opinions, etc....................................................-56-
          11.2    Form of Documents Delivered to Indenture Trustee.............................................-58-
          11.3    Acts of Noteholders..........................................................................-58-
          11.4    Notices, etc., to Indenture Trustee, Issuer and Rating Agencies..............................-59-
          11.5    Notices to Noteholders; Waiver...............................................................-60-
          11.6    Alternate Payment and Notice Provisions......................................................-60-
          11.7    Conflict with Trust Indenture Act............................................................-60-
          11.8    Effect of Headings and Table of Contents.....................................................-61-
          11.9    Successors and Assigns.......................................................................-61-
          11.10  Separability..................................................................................-61-
          11.11  Benefits of Indenture.........................................................................-61-
          11.12  Legal Holidays................................................................................-61-
          11.13  GOVERNING LAW.................................................................................-62-
          11.14  Counterparts..................................................................................-62-
          11.15  Recording of Indenture........................................................................-62-
          11.16  No Recourse...................................................................................-62-
          11.17  No Petition...................................................................................-63-
          11.18  Inspection....................................................................................-63-
          11.19  No Substantive Review of Compliance Documents.................................................-64-
          11.20  Amendment of Basic Documents..................................................................-64-
          11.21  Effect of Amendment and Restatement...........................................................-64-

         EXHIBIT A                  Form of Transfer Certificate
         EXHIBIT B                  Form of Undertaking Letter
         EXHIBIT C                  Form of Indenture Trustee Certificate

         Schedule 2                 Collection Accounts

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<PAGE>



                  AMENDED AND RESTATED INDENTURE, dated as of _______________,
 2000, between WORLD OMNI MASTER OWNER TRUST, a Delaware business trust (the
 "Issuer" or the "Trust"), and Harris Trust and Savings Bank, an Illinois
 banking corporation, as indenture trustee (as indenture trustee and not in its
 individual capacity the "Indenture Trustee").

                                    RECITALS

                  WHEREAS, the Issuer and the Indenture Trustee are parties to
 the Indenture, dated as of November 22, 1999 (the "Original Indenture").

                  WHEREAS, the Issuer and the Indenture Trustee desire to amend
 and restate the Original Indenture.

                  IN WITNESS WHEREOF, each party agrees to follow for the
 benefit of the other party and for the equal and ratable benefit of the Holders
 of the Notes and (only to the extent expressly provided herein) the
 Certificateholders:

                                 GRANTING CLAUSE

                  The Issuer hereby confirms its grant of a security interest
 in, transfer, assignment and conveyance to the Indenture Trustee on the Closing
 Date, as trustee for the benefit of the Noteholders and (only to the extent
 expressly provided herein) the Certificateholders, all of the Issuer's right,
 title and interest in, to and under (a) all Receivables, all Collateral
 Security with respect thereto, all monies due or to become due thereon
 (including all interest thereon accruing after October 31, 1999, whether paid
 or payable) and all amounts received with respect thereto and all proceeds
 thereof (including "proceeds" as defined in Section 9-306 of the UCC) and
 Recoveries, existing in Accounts on the Initial Cut-Off Date, generated in the
 Accounts after the Initial Cut-Off Date and Receivables existing in or
 generated in any Accounts added to the Trust on any Addition Date; (b) the
 Trust Sale and Servicing Agreement (including the rights of WODFI LLC (the
 "Transferor") under the Receivables Purchase Agreement assigned to the Issuer
 pursuant to the Trust Sale and Servicing Agreement); (c) all Collections; (d)
 all funds on deposit in the Trust Accounts; (e) any Enhancement issued for a
 Series or class of Notes; (f) a security interest in the Vehicles; and (g) any
 proceeds of the foregoing (collectively, the "Collateral").

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

                  The foregoing grant included and will continue to include all
 rights, powers and options (but none of the obligations, if any) of the Issuer
 under any agreement or instrument included in the Collateral,



                                       -1-


<PAGE>



 including the immediate and continuing right to claim for, collect, receive and
 give receipt for principal and interest payments in respect of the Receivables
 included in the Collateral and all other monies payable under the Collateral,
 to give and receive notices and other communications, to make waivers or other
 agreements, to exercise all rights and options, to bring Proceedings in the
 name of the Issuer or otherwise and generally to do and receive anything that
 the Issuer is or may be entitled to do or receive under or with respect to the
 Collateral.

                  The Indenture Trustee, as trustee on behalf of the
 Noteholders, and (only to the extent expressly provided herein) the
 Certificateholders, acknowledges such grant and accepts the trusts under this
 Indenture in accordance with the provisions of this Indenture.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

                  SECTION 1.1 Definitions. Certain capitalized terms used in
 this Indenture shall have the respective meanings assigned them in Part I of
 Appendix A to the Trust Sale and Servicing Agreement dated as of November 22,
 1999 as amended and restated on __________, 2000 (the "Trust Sale and Servicing
 Agreement") among World Omni Financial Corp. ("World Omni"), WODFI LLC (the
 "Transferor"), and Chase Manhattan Bank Delaware (the "Owner Trustee"). All
 references herein to "this Indenture" are to this Indenture as it may be
 amended, supplemented or modified from time to time, and all references herein
 to Articles, Sections, subsections and exhibits are to Articles, Sections,
 subsections and exhibits of this Indenture unless otherwise specified. All
 terms defined in this Indenture shall have the defined meanings when used in
 any certificate, notice, Note or other document made or delivered pursuant
 hereto unless otherwise defined therein. The rules of construction set forth in
 Part II of Appendix A to the Trust Sale and Servicing Agreement shall be
 applicable to this Indenture.

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

                  "Commission" means the Securities and Exchange Commission.

                  "indenture securities" means the Notes.

                  "indenture trustee" means the Indenture Trustee.

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





                                       -2-


<PAGE>



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

                                   ARTICLE II

                                    THE NOTES

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

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

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

                  (c) Prior to or concurrently with the delivery of any Note to
 the Indenture Trustee for authentication, the parties hereto shall execute and
 deliver a Series Supplement which will specify the principal terms of such new
 Series. The terms of such Series Supplement may modify or amend the terms of
 this Indenture solely as applied to such new Series of Notes.

                           (i)      The Series Supplement shall set forth, in
          addition to all other requirements of such certificate:

                           (A)      the name or designation of the particular
          Series (which shall distinguish such Series from all other Series);

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

                           (C)      the method for allocating principal and
          interest to the Noteholders;





                                       -3-


<PAGE>



                           (D) the rate or rates (or the method for determining
          its rate) at which the Notes of such Series shall bear interest, if
          any, or the initial interest rate and the method for determining
          subsequent interest rates;

                           (E) the terms on which the Notes may be exchanged for
          Notes of another Series, be subject to repurchase, optional redemption
          or mandatory redemption by the Transferor or be remarketed by any
          remarketing agent;

                           (F) the date on which the Notes will begin their
          Accumulation Period or Controlled Amortization Period;

                           (G) the percentage used to calculate monthly
          Servicing Fees;

                           (H) the issuer and terms of any Enhancement for
          that Series or the level of subordination provided by the
          Certificateholder's Interest;

                           (I) the Final Maturity Date for that Series; and

                           (J) any other terms permitted by this Indenture.

                           (ii) The obligation of the Indenture Trustee to
          authenticate the Notes of such new Series and to execute and deliver
          the related Series Supplement is subject to the delivery to the
          Indenture Trustee of the following:

                           (A) on or before the fifth Business Day immediately
          preceding the Series Issuance Date, the Transferor shall have given
          the Indenture Trustee, the Owner Trustee, the Servicer, each Rating
          Agency, any Agent and any Enhancement Provider written notice of such
          issuance and the Series Issuance Date;

                           (B) a Series Supplement in form satisfactory to the
          Indenture Trustee, executed by each party hereto other than the
          Indenture Trustee;

                           (C) the related Enhancement Agreement and any
          related agreement, executed by each party hereto other than the
          Indenture Trustee;

                           (D) an Opinion of Counsel to the effect that, (i) for
          federal income tax purposes, the issuance of the Notes will not
          adversely affect the characterization of the Notes of any outstanding
          Series or class of Notes, as debt, nor will the issuance cause a
          taxable event for any Noteholder, (ii) the issuance of a new Series of
          Notes will be characterized as debt and (iii) the Trust will not be an
          association or publicly traded partnership taxable as a corporation;



                                       -4-


<PAGE>



                           (E) confirmation from the Rating Agencies that the
          issuance will not result in a reduction or withdrawal of the rating of
          any outstanding Series or class of Notes.

                  (d) Prior to or concurrently with each new issuance, the
 Transferor shall have represented and warranted that the issuance shall not, in
 the reasonable belief of the Transferor, cause an Early Amortization Event or
 Investment Event to occur for any outstanding Series or class of Notes.

                  (e) Upon execution and delivery of a Series Supplement and
 Opinion of Counsel to the Indenture Trustee, the Indenture Trustee shall
 thereupon authenticate and deliver the related Notes to or upon the written
 order of the Issuer, signed by any Authorized Officer.

                  SECTION 2.2  Form of Notes and Indenture Trustee's Certificate
                               of Authentication.
                               -------------------------------------------------

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

                  (b) The Indenture Trustee's certificate of authentication
shall be substantially in the following form:

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                             Harris Trust and Savings Bank, not in its
                             individual capacity but solely as Indenture Trustee

                             By:       ______________________________
                             Name:
                             Title:

                             Dated:    ______________________________





                                       -5-


<PAGE>



                  (c) Each Note shall be dated the date of its authentication.
 Unless otherwise provided in the related Series Supplement, each Note shall be
 issuable as a registered Note in the minimum denomination of $1,000 and in
 integral multiples thereof.

                  SECTION 2.3 Temporary Notes.
                              ---------------

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

                  (b) If Temporary Notes are issued, the Issuer shall cause
 Definitive 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 Agency Office of
 the Issuer to be maintained as provided in Section 3.2, without charge to the
 Noteholder. Upon surrender for cancellation of any one or more Temporary Notes,
 the Issuer shall execute and the Indenture Trustee shall authenticate and
 deliver in exchange therefor a like principal amount of Definitive Notes of
 authorized denominations. Until so delivered in exchange, the Temporary Notes
 shall in all respects be entitled to the same benefits under this Indenture as
 Definitive Notes.

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

                  (a) The Issuer shall cause to be kept the Note Register,
 comprising separate registers for each Series and class of Notes, in which,
 subject to such reasonable regulations as the Issuer may prescribe, the Issuer
 shall provide for the registration of the Notes and the registration of
 transfers and exchanges of the Notes (the "Note Register"). The Indenture
 Trustee shall initially be the Note Registrar for the purpose of registering
 the Notes and transfers of the Notes as herein provided. Upon any resignation
 of any Note Registrar, the Issuer shall promptly appoint a successor Note
 Registrar or, if it elects not to make such an appointment, assume the duties
 of the Note Registrar.

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

                  (c) Upon surrender for registration of transfer of any Note at
 the Corporate Trust Office of the Indenture Trustee or the Agency Office of the
 Issuer (and following the delivery, in the former



                                       -6-


<PAGE>



 case, of such Notes to the Issuer by the Indenture Trustee), the Issuer shall
 execute, the Indenture Trustee shall authenticate and the Noteholder shall
 obtain from the Indenture Trustee, in the name of the designated transferee or
 transferees, one or more new Notes of the same Series in any authorized
 denominations of a like aggregate principal amount.

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

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

                  (f) Every Note presented or surrendered for registration of
 transfer or exchange shall be duly endorsed by, or be accompanied by a written
 instrument of transfer in form satisfactory to the Indenture Trustee and the
 Note Registrar, duly executed by the Holder thereof or such Holder's attorney
 duly authorized in writing, with such signature guaranteed by a commercial bank
 or trust company.

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

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

                  (i) Neither the Indenture Trustee nor the Note Registrar shall
 have any responsibility to monitor or restrict the transfer of beneficial
 ownership in any Note an interest in which is transferable through the
 facilities of the Depository.

                  SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.
                              ------------------------------------------

                  (a) If (i) any mutilated Note is surrendered to the Indenture
 Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
 destruction, loss or theft of any Note, and (ii) there is delivered to the
 Indenture Trustee such security or indemnity as may be required by it to hold
 the Issuer



                                       -7-


<PAGE>



 and the Indenture Trustee harmless, then, in the absence of notice to the
 Issuer, the Note Registrar or the Indenture Trustee that such Note has been
 acquired by a bona fide purchaser, the Issuer shall execute and upon the
 Issuer's written request the Indenture Trustee shall authenticate and deliver,
 in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
 Note, a replacement Note of a like Series and class and aggregate principal
 amount; provided, however, that if any such destroyed, lost or stolen Note, but
 not a mutilated Note, shall have become or within seven days shall be due and
 payable, or shall have been called for redemption, instead of issuing a
 replacement Note, the Issuer may make payment to the Holder of such destroyed,
 lost or stolen Note when so due or payable or upon the Redemption Date, if
 applicable, without surrender thereof.

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

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

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

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

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



                                       -8-


<PAGE>




                  SECTION 2.7 Payment of Principal and Interest.
                              ---------------------------------

                  (a) Interest on each Series of Notes shall accrue and be
 payable as provided in the applicable Series Supplement. Unless otherwise
 provided in the applicable Series Supplement, any installment of interest
 payable on any Note shall be punctually paid or duly provided for with funds
 set aside in the Collection Account, on the applicable Payment Date and shall
 be paid to the Person in whose name such Note (or one or more Predecessor
 Notes) is registered on the applicable Record Date, by check mailed
 first-class, postage prepaid to such Person's address as it appears on the Note
 Register on such Record Date; provided, however, that, with respect to
 Book-Entry Notes registered on the applicable Record Date in the name of the
 Note Depository for which Definitive Notes have not been issued pursuant to
 Section 2.12, payment shall be made by wire transfer in immediately available
 funds to the account designated by such Holder.

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

                  (c) With respect to any Payment Date on which the final
 installment of principal and interest on a Series of Notes is to be paid, the
 Indenture Trustee shall notify each Noteholder of such Series of Notes as of
 the Record Date for such Payment Date of the fact that the final installment of
 principal of and interest on such Note is to be paid on such Payment Date. With
 respect to Book-Entry Notes for which Definitive Notes have not been issued,
 such notice shall be sent on the Business Day prior to such Payment Date by
 facsimile, and with respect to Definitive Notes, such notice shall be sent not
 later than three Business Days after such Record Date in accordance with
 Section 11.5(a), and, in each case, shall specify that such final installment
 shall 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. The Indenture Trustee shall not be liable for any failure
 to provide notice to the Noteholders as required pursuant to this Section
 2.7(c) to the extent it has not received notice of such expected final



                                       -9-


<PAGE>



 Payment Date from the Issuer not later than two Business Days after the Record
 Date. Notices in connection with redemptions of Notes shall be mailed to
 Noteholders as provided in Section 10.2.

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

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

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

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

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

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

                  (d) the rights of the Note Owners shall be exercised only
 through the Clearing Agency and shall be limited to those established by law
 and agreements between such Note Owners and the



                                      -10-


<PAGE>



 Clearing Agency and/or the Clearing Agency Participants, and unless and until
 Definitive Notes are issued pursuant to Section 2.12, the initial Clearing
 Agency shall make book-entry transfers between the Clearing Agency Participants
 and receive and transmit payments of principal of and interest on such Notes to
 such Clearing Agency Participants, pursuant to the Note Depository Agreement;
 and

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

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

                  SECTION 2.12 Definitive Notes. If for any Notes issued as
 Book-Entry Notes (i) the Administrator advises the Indenture Trustee in writing
 that the Clearing Agency is no longer willing or able to properly discharge its
 responsibilities with respect to such Notes and the Issuer is unable to locate
 a qualified successor; (ii) the Administrator, at its option, advises the
 Indenture Trustee in writing that it elects to terminate the book-entry system
 through the Clearing Agency; or (iii) after the occurrence of an Event of
 Default or a Servicing Default, Note Owners representing beneficial interests
 aggregating at least a majority of the Outstanding Amount of such Notes advise
 the Clearing Agency in writing that the continuation of a book-entry system
 through the Clearing Agency is no longer in the best interests of such Note
 Owners, then the Clearing Agency shall notify all Note Owners and the Indenture
 Trustee in writing of the occurrence of any such event and of the availability
 of Definitive Notes to such Note Owners requesting the same. Upon surrender to
 the Indenture Trustee of the typewritten Note or Notes representing such
 Book-Entry Notes by the Clearing Agency, accompanied by registration
 instructions, the Issuer shall execute and the Indenture Trustee shall
 authenticate the related Definitive Notes in accordance with the instructions
 of the Clearing Agency. None of the Issuer, the Note Registrar or the Indenture
 Trustee shall be liable for any delay in delivery of such instructions and may
 conclusively rely on, and shall be fully protected in relying on, such
 instructions. Upon the issuance of such Definitive Notes, the Indenture Trustee
 shall recognize the Holders of such Definitive Notes as Noteholders. The
 Indenture Trustee shall not be liable if the Administrator or the Indenture
 Trustee is unable to locate a qualified successor Depository (or Clearing
 Agency).

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



                                      -11-


<PAGE>




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

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

                  (a) The Notes may not have been registered under the
 Securities Act, or the securities laws of any other jurisdiction. Consequently,
 such Notes (the "Unregistered Notes") are not transferable other than pursuant
 to an exemption from the registration requirements of the Securities Act and
 satisfaction of certain other provisions specified herein or in the related
 Series Supplement. Unless otherwise provided in the related Series Supplement,
 no sale, pledge or other transfer of any Unregistered Note (or interest
 therein) after the date thereof may be made by any Person unless either such
 sale, pledge or other transfer is (i) otherwise made in a transaction exempt
 from the registration requirements of the Securities Act, in which case (A) the
 Indenture Trustee shall require that both the prospective transferor and the
 prospective transferee certify to the Indenture Trustee and the Transferor in
 writing the facts surrounding such transfer, which certification shall be in
 form and substance satisfactory to the Indenture Trustee and the Transferor,
 and (B) the Indenture Trustee shall require a written opinion of counsel (which
 shall not be at the expense of the Transferor, the Servicer or the Indenture
 Trustee) satisfactory to the Transferor and the Indenture Trustee to the effect
 that such transfer will not violate the Securities Act or (ii) satisfies the
 restrictions on transfer set forth in the applicable Series Supplement. Neither
 the Transferor nor the Indenture Trustee shall be obligated to register any
 Unregistered Notes under the Securities Act, qualify any Unregistered Notes
 under the securities laws of any state or provide registration rights to any
 purchaser or holder thereof.

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

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

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




                                      -12-


<PAGE>





                                   ARTICLE III

                                    COVENANTS

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

                  SECTION 3.2 Maintenance of Agency Office. As long as any of
 the Notes remains outstanding, the Issuer shall maintain in the Borough of
 Manhattan, the City of New York, an office (the "Agency Office"), being an
 office or agency where Notes may be surrendered to the Issuer for registration
 of transfer or exchange, and where notices and demands to or upon the Issuer in
 respect of the Notes and this Indenture may be served. The Issuer hereby
 initially appoints the Indenture Trustee to serve as its agent for the
 foregoing purposes, which address is 88 Pine Street, 19th Floor, New York, New
 York 10005. If the Indenture Trustee is not the agent, the Issuer shall give
 prompt written notice to the Indenture Trustee of the location, and of any
 change in the location, of any such office or agency. If at any time the Issuer
 shall fail to maintain any such office or agency or shall fail to furnish the
 Indenture Trustee with the address thereof, such surrenders, notices and
 demands may be made or served at the Corporate Trust Office of the Indenture
 Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to
 receive all such surrenders, notices and demands.

                  SECTION 3.3 Money for Payments To Be Held in Trust.
                              --------------------------------------

                  (a) All payments of amounts due and payable with respect to
 any Notes that are to be made from amounts withdrawn from the Collection
 Account or the applicable Principal Funding Account shall be made on behalf of
 the Issuer by the Indenture Trustee or by another Paying Agent, and no amounts
 so withdrawn from the Collection Account or such Principal Funding Account for
 payments of Notes shall be paid over to the Issuer except as provided in this
 Section 3.3.

                  (b) On or before each date on which payments are to be made or
 the Redemption Date (if applicable), the Issuer shall deposit or cause to be
 deposited in the applicable Principal Funding Account aggregate sums sufficient
 to pay the amounts then becoming due with respect to the Notes, such sums to be
 held in trust for the benefit of the Persons entitled thereto and (unless the
 Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
 Trustee in writing of its action or failure to so act.

                  (c) The Issuer shall cause each Paying Agent other than the
 Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
 in which such Paying Agent shall agree with the



                                      -13-


<PAGE>



 Indenture Trustee (and if the Indenture Trustee acts as Paying Agent, it hereby
 so agrees), subject to the provisions of this Section 3.3, that such Paying
 Agent shall:

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

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

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

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

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

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

                  (e) Subject to applicable laws with respect to escheat of
 funds, any money held by the Indenture Trustee or any Paying Agent in trust for
 the payment of any amount due with respect to any Note and remaining unclaimed
 for one year after such amount has become due and payable shall be discharged
 from such trust and be paid by the Indenture Trustee to the Issuer upon receipt
 of an Issuer Request; and the Holder of such Note shall thereafter, as an
 unsecured general creditor, look only to the Issuer for payment thereof (but
 only to the extent of the amounts so paid to the Issuer), and all liability of
 the Indenture Trustee or such Paying Agent with respect to such trust money
 shall thereupon cease; provided, however, that the Indenture Trustee or such
 Paying Agent, before being required to make any such payment, may at the
 expense of the Issuer cause to be published once, in a newspaper published in
 the English language, customarily published on each Business Day and of general
 circulation in the City of New York, notice that such money remains unclaimed
 and that, after a date specified therein, which shall



                                      -14-


<PAGE>



 not be less than 30 days from the date of such publication, any unclaimed
 balance of such money then remaining shall be paid to the Issuer. The Indenture
 Trustee may also adopt and employ, at the expense of the Issuer, any other
 reasonable means of notification of such repayment (including, but not limited
 to, mailing notice of such repayment to Holders whose Notes have been called
 but have not been surrendered for redemption or whose right to or interest in
 monies due and payable but not claimed is determinable from the records of the
 Indenture Trustee or of any Paying Agent, at the last address of record for
 each such Holder).

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

                  SECTION 3.5 Protection of Trust Estate; Acknowledgment of
                              Pledge.
                              ----------------------------------------------

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

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

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

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

                  (d) preserve and defend title to the Trust Estate and the
 rights of the Indenture Trustee and the Noteholders in such Trust Estate
 against the claims of all Persons and parties, and the Issuer hereby designates
 the Indenture Trustee its agent and attorney-in-fact to execute any financing
 statement, continuation statement or other instrument required pursuant to this
 Section 3.5. In addition, the Issuer



                                      -15-


<PAGE>



 shall deliver to the Indenture Trustee all documents constituting "instruments"
 (as defined in the UCC as in effect in the applicable jurisdiction) as shall
 have been delivered to it by the Transferor pursuant to the terms of the Trust
 Sale and Servicing Agreement relating to the Trust Estate with such
 endorsements attached as the Indenture Trustee may reasonably require.

                  SECTION 3.6 Opinions as to Trust Estate.
                              ---------------------------

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

                  (b) On or before April 30 in each calendar year, beginning
 April 30, 2000, the Issuer shall furnish to the Indenture Trustee an Opinion of
 Counsel either stating that, in the opinion of such counsel, such action has
 been taken with respect to the recording, filing, re-recording and refiling of
 this Indenture, any indentures supplemental hereto and any other requisite
 documents and with respect to the execution and filing of any financing
 statements and continuation statements as is necessary to maintain the lien and
 security interest created by this Indenture and reciting the details of such
 action or stating that in the opinion of such counsel no such action is
 necessary to maintain the lien and security interest created by this Indenture.
 Such Opinion of Counsel shall also describe the recording, filing, re-recording
 and refiling of this Indenture, any indentures supplemental hereto and any
 other requisite documents and the execution and filing of any financing
 statements and continuation statements that will, in the opinion of such
 counsel, be required to maintain the lien and security interest of this
 Indenture until April 30 in the following calendar year.

                  SECTION 3.7 Performance of Obligations; Servicing of
                              Receivables.
                              ----------------------------------------

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

                  (b) The Issuer may contract with other Persons to assist it in
 performing its duties under this Indenture, and any performance of such duties
 by a Person identified to the Indenture Trustee herein or in the Basic
 Documents or an Officers' Certificate of the Issuer shall be deemed to be
 action taken by the Issuer. The Indenture Trustee shall not be responsible for
 the action or inaction of the



                                      -16-


<PAGE>



 Servicer or the Administrator. Initially, the Issuer has contracted with the
 Servicer and the Administrator to assist the Issuer in performing its duties
 under this Indenture.

                  (c) The Issuer shall punctually perform and observe all of its
 obligations and agreements contained in this Indenture, the Basic Documents and
 in the instruments and agreements included in the Trust Estate, including but
 not limited to filing or causing to be filed all Uniform Commercial Code
 financing statements and continuation statements required to be filed under the
 terms of this Indenture, the Trust Sale and Servicing Agreement and the
 Receivables Purchase Agreement in accordance with and within the time periods
 provided for herein and therein. Except as otherwise expressly provided
 therein, the Issuer shall not waive, amend, modify, supplement or terminate any
 Basic Document or any provision thereof without the consent of the Indenture
 Trustee.

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

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

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

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

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

                  (d) either (i) permit the validity or effectiveness of this
 Indenture to be impaired, or permit the lien of this Indenture to be amended,
 hypothecated, subordinated, terminated or discharged, or permit any Person to
 be released from any covenants or obligations with respect to the Notes under
 this



                                      -17-


<PAGE>



 Indenture except as may be expressly permitted hereby, (ii) permit any lien,
 charge, excise, claim, security interest, mortgage or other encumbrance (other
 than the lien of this Indenture) to be created on or extend to or otherwise
 arise upon or burden the Trust Estate or any part thereof or any interest
 therein or the proceeds thereof (other than tax liens, mechanics' liens and
 other liens that arise by operation of law or as otherwise contemplated by the
 Basic Documents) or (iii) permit the lien of this Indenture not to constitute a
 valid first priority security interest in the Trust Estate (other than with
 respect to any such tax, mechanics' or other lien); provided, however, that
 nothing in this Section 3.8(d) shall prohibit a Lien in favor of World Omni
 subject to the provisions of Article VII of the Receivables Purchase Agreement.

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer
 shall deliver to the Indenture Trustee, on or before April 30 of each year,
 beginning April 30, 2000, an Officer's Certificate signed by an Authorized
 Officer of the Issuer, dated as of December 31 of such year, stating that:

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

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

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

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

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

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

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



                                      -18-


<PAGE>



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

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

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

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

                           (vi)the Issuer has received a Tax Opinion regarding
          the merger or consolidation.

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

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

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

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

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

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



                                      -19-


<PAGE>




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

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

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

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

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

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

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

                  SECTION 3.11 Successor or Transferee.
                               -----------------------

                  (a) Upon any consolidation or merger of the Issuer in
 accordance with Section 3.10(a), the Person formed by or surviving such
 consolidation or merger (if other than the Issuer) shall succeed to, and be
 substituted for, and may exercise every right and power of, the Issuer under
 this Indenture with the same effect as if such Person had been named as the
 Issuer herein.

                  (b) Upon a conveyance or transfer of all the assets and
 properties of the Issuer pursuant to Section 3.10(b), the Issuer shall be
 released from every covenant and agreement of this Indenture to be observed or
 performed on the part of the Issuer with respect to the Notes immediately upon
 the delivery of written notice to the Indenture Trustee from the Person
 acquiring such assets and properties stating that the Issuer is to be so
 released.

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



                                      -20-


<PAGE>




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

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

                  SECTION 3.15 Servicer's Obligations. The Issuer shall use its
 best efforts to cause the Servicer to comply with its obligations under
 Sections 3.4, 3.5 and 3.6 of the Trust Sale and Servicing Agreement.

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

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

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

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

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

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





                                      -21-


<PAGE>



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

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

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

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

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

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



                                      -22-


<PAGE>



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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

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

                  (a)      either:

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

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

                           (A) have become due and payable,

                           (B) will be due and payable on their respective
          stated final maturity dates within one year, or

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



                                      -23-


<PAGE>



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

                  (b) the Issuer has paid or caused to be paid or performed all
 amounts and obligations which the Issuer may owe to or on behalf of the
 Indenture Trustee for the benefit of the Noteholders under this Indenture or
 the Notes; and

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

                  SECTION 4.2 Application of Trust Money. All monies deposited
 with the Indenture Trustee pursuant to Section 4.1 shall be held in trust and
 applied by it, in accordance with the provisions of the Notes and this
 Indenture and the applicable provisions of the Trust Sale and Servicing
 Agreement, to the payment, either directly or through any Paying Agent, as the
 Indenture Trustee may determine, to the Holders of the particular Notes for the
 payment or redemption of which such monies have been deposited with the
 Indenture Trustee, of all sums due and to become due thereon for principal and
 interest; but such monies need not be segregated from other funds except to the
 extent required herein or in the Trust Sale and Servicing Agreement or by
 applicable law.

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

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



                                      -24-


<PAGE>



                                    ARTICLE V

                              DEFAULT AND REMEDIES

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

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

                  (b) except as set forth in Section 5.1(c), failure to pay any
 installment of the principal of any Note as and when the same becomes due and
 payable, and such default continues unremedied for a period of 5 days after
 there shall have been given, by registered or certified mail, written notice
 thereof to the Servicer by the Indenture Trustee or to the Servicer and the
 Indenture Trustee by the Holders of not less than 25% of the outstanding Notes,
 a written notice specifying such default and demanding that it be remedied and
 stating that such notice is a "Notice of Default" hereunder; or

                  (c)      failure to pay in full the unpaid principal balance
 attributable to any Series of Notes on or prior to the Final Maturity Date for
 such Series or class; or

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

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

                  (f) the commencement by the Issuer of a voluntary case under
 the Bankruptcy Code; or the filing of a petition or answer or consent by the
 Issuer seeking reorganization, arrangement,




                                      -25-


<PAGE>



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

                  (g)any other event designated as such in a Series Supplement.

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

                  SECTION 5.2 Acceleration of Maturity; Rescission and Annulment
                              --------------------------------------------------

                  (a) If an Event of Default with respect to any Series of Notes
 should occur and be continuing, then and in every such case, unless the
 principal amount of the Notes shall have already become due and payable, either
 the Indenture Trustee or the Holders of Notes representing not less than a
 majority of the principal amount of the then outstanding Controlling Class for
 that Series of Notes may declare the principal of those Notes to be immediately
 due and payable, by a notice in writing to the Issuer (and to the Indenture
 Trustee if given by the Noteholders) setting forth the Event or Events of
 Default, and upon any such declaration the unpaid principal amount of such
 Notes, together with accrued and unpaid interest thereon through the date of
 acceleration, shall become immediately due and payable. Such declaration will
 constitute an Early Amortization Event for that Series and may be rescinded as
 set forth in Section 5.2(b).

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

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



                                      -26-


<PAGE>



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

                  (b) The Indenture Trustee, following the occurrence of an
 Event of Default, shall have full right, power and authority to take, or defer
 from taking, any and all acts with respect to the administration, maintenance
 or disposition of the collateral, including the exercise of any remedies
 specified in Sections 5.3 and 5.4.

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

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

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

                           (i) to file and prove a claim or claims for the whole
          amount of principal and interest owing and unpaid in respect of the
          Notes and to file such other papers or documents as


                                      -27-


<PAGE>



          may be necessary or advisable in order to have the claims of the
          Indenture Trustee (including any claim for reasonable compensation to
          the Indenture Trustee and each predecessor trustee, and their
          respective agents, attorneys and counsel, and for reimbursement of all
          expenses and liabilities incurred, and all advances made, by the
          Indenture Trustee and each predecessor trustee, except as a result of
          negligence or bad faith) and of the Noteholders allowed in such
          Proceedings;

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

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

                           (iv) to file such proofs of claim and other papers or
          documents as may be necessary or advisable in order to have the claims
          of the Indenture Trustee or the Holders of Notes allowed in any
          judicial proceedings relative to the Issuer, its creditors and its
          property; and any trustee, receiver, liquidator, custodian or other
          similar official in any such Proceeding is hereby authorized by each
          of such Noteholders to make payments to the Indenture Trustee, and, if
          the Indenture Trustee shall consent to the making of payments directly
          to such Noteholders, to pay to the Indenture Trustee such amounts as
          shall be sufficient to cover reasonable compensation to the Indenture
          Trustee, each predecessor trustee and their respective agents,
          attorneys and counsel, and all other expenses and liabilities
          incurred, and all advances made, by the Indenture Trustee and each
          predecessor trustee except as a result of negligence or bad faith.

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

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

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



                                      -28-


<PAGE>



 party), the Indenture Trustee shall be held to represent all the Noteholders,
 and it shall not be necessary to make any Noteholder a party to any such
 Proceedings.

                  SECTION 5.4 Remedies; Priorities.
                              --------------------

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

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

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

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

                           (iv) sell the portions of the related Trust Estate
          allocated to that Series, or any portion thereof or rights or interest
          therein, at one or more public or private sales called and conducted
          in any manner permitted by law or elect to have the Issuer maintain
          possession of the Trust Estate, including the Receivables included
          therein, and continue to apply Collections on such Receivables as if
          there had been no declaration of acceleration (although the Early
          Amortization Period commenced by that declaration shall continue
          unless the declaration is rescinded); provided, however, that the
          Indenture Trustee may not sell or otherwise liquidate an interest in
          the Trust Estate following an Event of Default and acceleration of the
          Notes, unless (A) the Holders of all of the outstanding Notes of the
          affected Series consent thereto, (B) the proceeds of such sale or
          liquidation distributable to the Securityholders are sufficient to
          discharge in full the principal of and the accrued interest on the
          Notes of the affected Series as of the date of such sale or
          liquidation or (C) (i) there has been an Event of Default under
          Section 5.1(a), (b) or (c) or otherwise arising from a failure to make
          a required payment of principal on any Notes, (ii) the Indenture
          Trustee determines that the Trust Estate is reasonably unlikely to
          provide sufficient funds for the payment of principal of and interest
          on the Notes as and when they would have become due if the Notes had
          not been declared due and payable and (iii) the Indenture Trustee
          obtains the consent of Holders of a majority of the aggregate
          outstanding principal amount of the Controlling Class of such Series
          of Notes. In determining such sufficiency or insufficiency with
          respect to clauses (B) and (C), the Indenture Trustee may, but need
          not, obtain and rely upon an opinion of an Independent investment
          banking or accounting firm of national reputation as to the
          feasibility of such proposed action and as to the sufficiency of the
          Trust Estate for such purpose.



                                      -29-


<PAGE>




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

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

                           SECOND: to the Collection Account for distribution
          pursuant to Section 4.3(d) of the Trust Sale and Servicing Agreement,
          with such amounts being deemed to be Principal Collections and
          Non-Principal Collections in the same proportion as (x) the
          outstanding principal balance of the Notes bears to (y) the sum of the
          accrued and unpaid interest on the Notes and other fees and expenses
          payable in connection therewith under the applicable Series Supplement
          (and, if any Series of Notes has Enhancements, the amount unpaid under
          such Enhancements). Repayment in full of the accrued interest on and
          unpaid principal balance of the Notes of that Series will be made
          prior to any further distribution on the subordinated portion of the
          Certificates.

                  (c) Notwithstanding the foregoing, if an Event of Default
 shall have occurred and be continuing and the Notes of any Series shall have
 been accelerated under Section 5.2(a) and the Final Maturity Date for such
 Series of Note shall have occurred, on the first Payment Date thereafter, the
 Indenture Trustee will sell or cause to be sold on such Payment Date such
 Principal Receivables (or interests therein) in the amount and manner described
 in the related Series Supplement; provided, however, that in no event shall the
 amount of Principal Receivables sold exceed the Series Allocation Percentage
 for that Series (for the Collection Period in which such Payment Date occurs)
 of Principal Receivables on such Payment Date. The proceeds from such sale,
 shall be immediately deposited into the applicable Principal Funding Account or
 such other Trust Account as shall be specified in the related Series Supplement
 and shall be allocated and distributed to the Noteholders of such Series in
 accordance with the terms of the related Series Supplement.

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



                                      -30-


<PAGE>



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

                  (a)      such Holder's Note is in the Controlling Class;

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

                  (c) the Holders of not less than 25% in aggregate principal
 amount of the outstanding Notes of the Controlling Class have made written
 request to the Indenture Trustee to institute such Proceeding in respect of
 such Event of Default in its own name as Indenture Trustee hereunder;

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

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

                  (f) no direction inconsistent with such written request has
 been given to the Indenture Trustee during such 60-day period by the Holders of
 a majority of the Outstanding Amount of the Notes; it being understood and
 intended that no one or more Holders of Notes shall have any right in any
 manner whatever by virtue of, or by availing of, any provision of this
 Indenture to affect, disturb or prejudice the rights of any other Holders of
 Notes or to obtain or to seek to obtain priority or preference over any other
 Holders of Notes or to enforce any right under this Indenture, except in the
 manner herein provided and for the equal, ratable and common benefit of all
 holders of Notes. For the protection and enforcement of the provisions of this
 Section 5.6, each and every Noteholder shall be entitled to such relief as can
 be given either at law or in equity.

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

                  SECTION 5.7 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 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, if applicable, on or after the
 Redemption Date) and to institute suit for the enforcement of any such payment,
 and such right shall not be impaired without the consent of such Holder.



                                      -31-


<PAGE>



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

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

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

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

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

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

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

                  (d) the Indenture Trustee may take any other action deemed
 proper by the Indenture Trustee that is not inconsistent with such direction;
 provided, however, that, subject to Section 6.1, the



                                      -32-


<PAGE>



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

                  SECTION 5.12 Waiver of Past Defaults.
                               -----------------------

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

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

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

                  (a) any Proceeding instituted by the Indenture Trustee;

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

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

                  SECTION 5.14 Waiver of Stay or Extension Laws. The Issuer
 covenants (to the extent that it may lawfully do so) that it shall not at any
 time insist upon, or plead or in any manner whatsoever,



                                      -33-


<PAGE>



 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 adversely affect the
 covenants or the performance of this Indenture. The Issuer (to the extent that
 it may lawfully do so) hereby expressly waives all benefit or advantage of any
 such law, and covenants that it shall not hinder, delay or impede the execution
 of any power herein granted to the Indenture Trustee, but shall suffer and
 permit the execution of every such power as though no such law had been
 enacted.

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

                  SECTION 5.16 Performance and Enforcement of Certain
                               Obligations.
                               --------------------------------------

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

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

                  (c) Promptly following a request from the Indenture Trustee to
 do so and at the Administrator's expense, the Issuer agrees to take all such
 lawful action as the Indenture Trustee may request to compel or secure the
 performance and observance by World Omni and the Servicer of each



                                      -34-


<PAGE>



 of their obligations to the Transferor under or in connection with the
 Receivables Purchase 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 Receivables Purchase Agreement to
 the extent and in the manner directed by the Indenture Trustee, including the
 transmission of notices of default on the part of the Transferor thereunder and
 the institution of legal or administrative actions or proceedings to compel or
 secure performance by World Omni and the Servicer of each of their obligations
 under the Receivables Purchase Agreement.

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

                  SECTION 5.17 Early Amortization Events. An Early Amortization
 Event for any Series of Notes shall be any of the events so defined in the
 Series Supplement relating to a Series of Notes, as well as the following
 events:

                  (a) a failure by the Transferor to convey Receivables in
 Additional Accounts to the Trust within 15 Business Days after the day on which
 it is required to convey such Accounts;

                  (b) the Transferor or the Servicer shall file a petition
 commencing a voluntary case under any chapter of the federal bankruptcy laws;
 or the Transferor or the Servicer shall file a petition or answer or consent
 seeking reorganization, arrangement, adjustment, or composition under any other
 similar applicable federal law, or shall consent to the filing of any such
 petition, answer, or consent; or the Transferor or the Servicer shall appoint,
 or consent to the appointment of, a custodian, receiver, liquidator, trustee,
 assignee, sequestrator or other similar official in bankruptcy or insolvency of
 it or of any substantial part of its property; or the Transferor or the
 Servicer shall make an assignment for the benefit of creditors, or shall admit
 in writing its inability to pay its debts generally as they become due;

                  (c) any order for relief against the Transferor or the
 Servicer shall have been entered by a court having jurisdiction in the premises
 under any chapter of the federal bankruptcy laws, and such order shall have
 continued undischarged or unstayed for a period of 60 days; or a decree or
 order by a court having jurisdiction in the premises shall have been entered
 approving as properly filed a petition seeking reorganization, arrangement,
 adjustment, or composition of the Transferor or the Servicer under any other
 similar applicable federal law, and such decree or order shall have continued
 undischarged or unstayed for a period of 120 days; or a decree or order of a
 court having jurisdiction in the premises for the appointment of a custodian,
 receiver, liquidator, trustee, assignee, sequestrator, or other similar
 official



                                      -35-


<PAGE>



 in bankruptcy or insolvency of the Transferor or the Servicer or of any
 substantial part of its property or for the winding up or liquidation of its
 affairs, shall have been entered, and such decree or order shall have remained
 in force undischarged or unstayed for a period of 120 days;

                  (d) World Omni or Toyota shall file a petition commencing a
 voluntary case under any chapter of the federal bankruptcy laws; or World Omni
 or Toyota shall file a petition or answer or consent seeking reorganization,
 arrangement, adjustment, or composition under any other similar applicable
 federal law, or shall consent to the filing of any such petition, answer, or
 consent; or World Omni or Toyota shall appoint, or consent to the appointment
 of, a custodian, receiver, liquidator, trustee, assignee, sequestrator or other
 similar official in bankruptcy or insolvency of it or of any substantial part
 of its property; or World Omni or Toyota shall make an assignment for the
 benefit of creditors, or shall admit in writing its inability to pay its debts
 generally as they become due;

                  (e) any order for relief against World Omni or Toyota shall
 have been entered by a court having jurisdiction in the premises under any
 chapter of the federal bankruptcy laws, and such order shall have continued
 undischarged or unstayed for a period of sixty (60) days; or a decree or order
 by a court having jurisdiction in the premises shall have been entered
 approving as properly filed a petition seeking reorganization, arrangement,
 adjustment, or composition of World Omni or Toyota under any other similar
 applicable state or federal law, and such decree or order shall have continued
 undischarged or unstayed for a period of one hundred and twenty (120) days; or
 a decree or order of a court having jurisdiction in the premises for the
 appointment of a custodian, receiver, liquidator, trustee, assignee,
 sequestrator, or other similar official in bankruptcy or insolvency of World
 Omni or Toyota or of any substantial part of its property, or for the winding
 up or liquidation of its affairs, shall have been entered, and such decree or
 order shall have remained in force undischarged or unstayed for a period of one
 hundred and twenty (120) days; or

                  (f)      the Trust or the Transferor shall become an
 "investment company" within the meaning of the Investment Company Act.

          Immediately upon the occurrence of any event described above or in the
 related Series Supplement for a Series of Notes, subject to applicable law, and
 after the applicable grace period, if any, an amortization event (an "Early
 Amortization Event") shall occur without any notice or other action on the part
 of any party, as set forth in the Series Supplement and solely with respect to
 the affected Series.

                  SECTION 5.18 Investment Event. An Investment Event for any
 Series of Notes shall be any of the events so defined in the Series Supplement
 relating to the Series of Notes.



                                      -36-


<PAGE>



                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

                  SECTION 6.1 Duties of Indenture Trustee.
                              ---------------------------

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

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

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

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

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

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


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

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

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



                                      -37-


<PAGE>




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

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

                  (g) The Indenture Trustee shall have no discretionary duties
 other than performing those ministerial acts set forth above necessary to
 accomplish the purpose of the Trust as set forth in this Indenture.

                  (h) Every provision of this Indenture relating to the
 Indenture Trustee shall be subject to the provisions of this Section 6.1 and,
 if the Indenture is or is required to be qualified under this TIA, to the
 provisions of the TIA.

                  SECTION 6.2 Rights of Indenture Trustee.
                              ---------------------------

                  (a) The Indenture Trustee may conclusively rely and shall be
 fully protected in acting or refraining from acting on any document believed by
 it to be genuine and to have been signed or presented by the proper Person. The
 Indenture Trustee shall not be bound to make any investigation into any fact or
 matter stated in any resolution, certificate, statement, instrument, opinion,
 report, notice, request, consent, order, approval, bond or other paper or
 document.

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

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

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



                                      -38-


<PAGE>



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

                  (f) The Indenture Trustee shall not be under any obligation to
 take any action that is discretionary under the provisions of this Indenture.

                  (g) The Indenture Trustee shall not be charged with knowledge
 of any default or event of default unless either (i) a Responsible Officer of
 the Indenture Trustee shall have actual knowledge or (ii) the Indenture Trustee
 shall have received written notice thereof from the Issuer or a Holder.

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

                  (i) Except as otherwise explicitly set forth in this
 Indenture, the Indenture Trustee shall have no duty or obligation, implied or
 otherwise, to (i) attend any meetings of the Issuer's management or membership,
 (ii) inspect the accounts or books and records of the Issuer, (iii) otherwise
 insure that the Noteholders remain informed about the business of the Issuer or
 (iv) furnish to the Noteholders any information from the Issuer by the
 Indenture Trustee.

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

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

                  SECTION 6.5 Notice of Defaults. If a Default occurs and is
 continuing and if it is actually known to a Responsible Officer of the
 Indenture Trustee, the Indenture Trustee shall mail to each Noteholder notice
 of the Default within 60 days after obtaining actual knowledge of the
 occurrence thereof. Except in the case of a Default in payment of principal of
 or interest on any Note, the Indenture Trustee



                                      -39-


<PAGE>



 may withhold the notice if and so long as a committee of its Responsible
 Officers in good faith determines that withholding the notice is in the
 interests of Noteholders.

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

                  SECTION 6.7 Compensation; Indemnity.
                              -----------------------

                  (a) The Issuer shall pay, out of funds which are otherwise to
 be distributed to the Certificateholders or to be deposited in the Certificate
 Distribution Account, or shall cause the Servicer pursuant to any Series
 Supplement and Section 3.2 of the Trust Sale and Servicing Agreement to pay to
 the Indenture Trustee from time to time such compensation for its services as
 shall be agreed upon in writing. The Indenture Trustee's compensation shall not
 be limited by any law on compensation of a trustee of an express trust. The
 Issuer shall or shall cause the Servicer pursuant to any Series Supplement and
 Section 3.2 of the Trust Sale and Servicing Agreement to reimburse, out of
 funds which are otherwise to be distributed to the Certificateholders or to be
 deposited in the Certificate Distribution Account, the Indenture Trustee for
 all reasonable out-of-pocket expenses incurred or made by it, including costs
 of collection, in addition to the compensation for its services. Such expenses
 shall include the reasonable compensation and expenses, disbursements and
 advances of the Indenture Trustee's agents, counsel, accountants and experts.
 The Issuer shall or shall cause the Servicer pursuant to the Trust Sale and
 Servicing Agreement to indemnify, out of funds which are otherwise to be
 distributed to the Certificateholders or to be deposited in the Certificate
 Distribution Account, against any and all loss, liability or expense (including
 attorneys' fees and expenses) incurred by the Indenture Trustee in accordance
 with Section 6.4 of the Trust Sale and Servicing Agreement. The Indenture
 Trustee shall notify the Servicer promptly of any claim for which it may seek
 indemnity. Failure by the Indenture Trustee to so notify the Issuer shall not
 relieve the Issuer or the Servicer of its obligations hereunder. The Issuer
 shall defend or cause the Servicer to defend any such claim, and the Indenture
 Trustee may have separate counsel and the Issuer shall pay, out of funds which
 are otherwise to be distributed to the Certificateholders or to be deposited in
 the Certificate Distribution Account, or shall cause the Servicer to pay the
 fees and expenses of such counsel.

                  (b) The Issuer's obligation to cause the Servicer to honor the
 Issuer's obligations to the Indenture Trustee specified in Section 6.7(a) shall
 survive the discharge of this Indenture or the earlier resignation or removal
 of the Indenture Trustee. When the Indenture Trustee incurs expenses after the
 occurrence of a Default specified in Section 5.1(e) or (f) with respect to the
 Issuer, if the surviving entity has failed to honor such obligation the
 expenses are intended to constitute expenses of administration under any
 Insolvency Law or under Title 11 of the United States Code.



                                      -40-


<PAGE>



                  SECTION 6.8 Replacement of Indenture Trustee.
                              --------------------------------

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

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

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

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

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

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

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

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

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



                                      -41-


<PAGE>



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

                  SECTION 6.9 Merger or Consolidation of Indenture Trustee.
                              --------------------------------------------

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

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

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

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



                                      -42-


<PAGE>



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

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

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

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

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

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

                  SECTION 6.11 Eligibility; Disqualification. The Indenture
 Trustee shall at all times satisfy the requirements of TIA ss. 310(a) and
 Section 26(a) of the Investment Company Act. The Indenture Trustee shall have a
 combined capital and surplus, and an aggregate capital, surplus and undivided
 profits, of at least $50,000,000 as set forth in its most recent published
 annual report of condition



                                      -43-


<PAGE>



 and (unless waived by Moody's and Standard and Poor's) it shall have a long
 term unsecured debt rating of Baa3 or better by Moody's. The Indenture Trustee
 shall comply with TIA ss. 310(b); provided, however, that there shall be
 excluded from the operation of TIA ss. 310(b)(1) any indenture or indentures
 under which other securities of the Issuer are outstanding if the requirements
 for such exclusion set forth in TIA ss. 310(b)(1) are met.

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

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

                  (a) the Indenture Trustee is an Illinois banking corporation
 and satisfies the eligibility requirements set forth in Section 6.11;

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

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

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

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

                  (f) The Indenture Trustee certifies that (a) its principal
 place of business is outside the State of Florida, and it has no place of
 business or assets in the State of Florida; (b) its usual place of



                                      -44-


<PAGE>



 business where books and records pertaining to the Indenture will be kept is
 outside the State of Florida; (c) it has a division that is licensed to sell
 municipal bonds in the State of Florida, but it has no offices located in the
 State of Florida to sell the municipal bonds or provide banking and trustee
 services, and files no tax returns with the State of Florida; (d) it has
 employees employed within the State of Florida who provide services to an
 affiliate of the Indenture Trustee, but who in no event manage or control
 assets of the Indenture Trustee, and it does not engage in any material actions
 on behalf of the Indenture Trustee in the State of Florida; and (f) it is not
 organized under the laws of the State of Florida. The Indenture Trustee will
 certify the above by September 30 each year this Agreement is in effect by
 providing an Officer's Certificate in the form of Exhibit C attached hereto.
 Additionally, the Indenture Trustee certifies and agrees that it will promptly
 notify the Issuer if any of the above changes.

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

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

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



                                      -45-


<PAGE>



                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

                  SECTION 7.2 Preservation of Information, Communications to
                              Noteholders.
                              ----------------------------------------------

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

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

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

                  SECTION 7.3 Reports by Issuer.
                              -----------------

                  (a) The Issuer shall:

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

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



                                      -46-


<PAGE>




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

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

                  SECTION 7.4 Reports by Indenture Trustee.
                              ----------------------------

                  (a) If required by TIA ss. 313(a), within 60 days after each
 May 1, beginning with May 1, 2000, the Indenture Trustee shall mail to each
 Noteholder as required by TIA ss. 313(c) a brief report dated as of such date
 that complies with TIA ss. 313(a). If the Indenture is or is required to be
 qualified under the TIA, the Indenture Trustee also shall comply with TIA ss.
 313(b). A copy of any report delivered pursuant to this Section 7.4(a) shall,
 at the time of its mailing to Noteholders, be filed by the Indenture Trustee
 with the Commission, if required by applicable rules, and each stock exchange,
 if any, on which the Notes are listed. The Issuer shall notify the Indenture
 Trustee in writing if and when the Notes are listed on any stock exchange. The
 report contemplated by this Section 7.4(a) shall include the following
 information concerning the Indenture Trustee:

                           (i)   its eligibility and qualifications to continue
          as Indenture Trustee under this Indenture;

                           (ii)  any amounts advanced by the Indenture Trustee
          under this Indenture;

                           (iii) the amount, interest rate and maturity date of
          specified indebtedness owing by the Issuer to the Indenture Trustee in
          its individual capacity;

                           (iv)  the property and funds physically held by the
          Indenture Trustee as trustee; and

                           (v)   any action taken by the Indenture Trustee that
          materially affects the Notes and that has not been previously
          reported.

                  (b) On each Payment Date, the Indenture Trustee shall include
 with each payment to each Noteholder a copy of the statement for the Collection
 Period or Periods applicable to such Payment Date as required pursuant to
 Section 3.4 of the Trust Sale and Servicing Agreement provided, the Servicer
 has provided the Indenture Trustee with such information as required.



                                      -47-


<PAGE>



                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

                  SECTION 8.2 Trust Accounts; Allocations; Payments.
                              -------------------------------------

                  (a) On or prior to the Closing Date, the Issuer shall cause
 the Servicer to establish and maintain, in the name of the Indenture Trustee,
 for the benefit of the Noteholders, the Trust Accounts as provided in any
 Series Supplement and Section 4.2 of the Trust Sale and Servicing Agreement (or
 with respect to any Trust Account for any Series of Notes issued after the
 Closing Date, on or prior to the closing date with respect to such Series of
 Notes).

                  (b) Subject to and in accordance with Section 8.2(c),
 collections of Non-Principal Receivables and Principal Receivables, Defaulted
 Receivables and Miscellaneous Payments will be allocated to each Series from
 and after the related Series Cut-Off Date on the basis of the Series Allocable
 Non-Principal Collections, Series Allocable Principal Collections, Series
 Allocable Defaulted Amount and Series Allocable Miscellaneous Payments for such
 Series, respectively, and amounts so allocated to any Series will not, except
 as specified in the related Supplement, be available to the Noteholders of any
 other Series. Allocations thereof among the Series in any group and among the
 Classes in any Series and between the Noteholders and the Certificateholders
 shall be set forth in the related Supplement or Supplements.

                  (c) For purposes of determining the Series Allocation
 Percentage for any Series in connection with the allocation of Non-Principal
 Receivables and Principal Receivables, Defaulted Receivables and Miscellaneous
 Payments for the specified Collection Period:

                           (i) unless the related Supplement shall provide
          otherwise, each Series upon issuance, shall be deemed to have been
          created and in existence as of the first day of the Collection Period
          in which the related Series Cut-Off Date falls and, as a result, shall
          be allocated (based on its Series Allocation Percentage) its allocable
          portion of Non-Principal Receivables and



                                      -48-


<PAGE>



          Principal Receivables, Defaulted Receivables and Miscellaneous
          Payments for such Collection Period; and

                           (ii) unless the related Series Supplement shall
          provide otherwise, with respect to any Series, if (x) as of the last
          day of any Collection Period the amounts on deposit in the Collection
          Account and the related Series Accounts are sufficient to pay in full
          the outstanding principal amount, accrued interest and all other
          amounts payable by the Trust (whether or not then due) with respect to
          any such Series of Notes on the Payment Date relating to such
          Collection Period (after giving effect to the allocations,
          distributions, withdrawals and deposits to be made on such related
          Payment Date) then (y) such Series shall be deemed to have been paid
          in full on such last day and, as a result, shall not be allocated any
          portion of Non-Principal Receivables and Principal Receivables,
          Defaulted Receivables and Miscellaneous Payments for any subsequent
          Collection Period. For purposes of making the determination in clause
          (x) above, on the date of any such determination it shall be assumed
          that any theretofore unpaid Adjustment Payments with respect to the
          immediately preceding Collection Period shall be allocated to such
          Series on the related Determination Date and shall be payable from
          amounts allocated to or available with respect to such Series on the
          related Payment Date.

                  (d) On or before the date any distribution is to be made by
 the Indenture Trustee, all amounts required to be disbursed by the Indenture
 Trustee will be deposited by the Indenture Trustee upon receipt into the
 applicable Principal Funding Account or such other Trust Account as shall be
 specified in the related Series Supplement. The Indenture Trustee shall (unless
 otherwise provided in any Series Supplement) allocate the amount deposited into
 such Principal Funding Account and such other Trust Accounts to the extent and
 at the times as provided in the related Series Supplement. The Indenture
 Trustee shall pay amounts to the Holders of such Series to the extent and at
 the times provided in the related Series Supplement.

                  (e) The Indenture Trustee shall allocate amounts deposited in
 a Principal Funding Account for payments of principal on the applicable Series
 of Notes, and pay amounts to the Holders thereof, to the extent and at the
 times provided in the related Series Supplements.

                  (f) Notwithstanding anything to the contrary herein, all
 investment earnings on funds on deposit in the Principal Funding Account, net
 of losses and investment expenses, shall constitute Investment Proceeds and be
 applied as described in the related Series Supplement.

                  (g) Notwithstanding any provision of this Indenture to the
 contrary, for so long as the Transferor is the sole Certificateholder and until
 the Indenture Trustee shall have received written notice from the Trust or the
 Transferor to the contrary, all amounts to be distributed by the Indenture
 Trustee to the Certificateholders or the Certificate Distribution Account shall
 be distributed to the Transferor to the account specified by the Transferor.

                  SECTION 8.3 General Provisions Regarding Trust Accounts.
                              -------------------------------------------




                                      -49-


<PAGE>




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

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

                  SECTION 8.4 Release of Trust Estate.
                              -----------------------

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

                  (b) The Indenture Trustee shall, at such time as there are no
 Notes Outstanding and all sums due to the Indenture Trustee pursuant to Section
 6.7 have been paid, notify the Issuer thereof in writing and upon receipt of an
 Issuer Request, release any remaining portion of the Trust Estate that secured
 the Notes from the lien of this Indenture and release to the Issuer or any
 other Person entitled thereto any funds then on deposit in the Collection
 Account, the Excess Funding Account and, except as otherwise specified in the
 related Series Supplement, any other Trust Account. The Indenture Trustee shall
 (i) release any remaining portion of the Trust Estate that secured the
 Certificates from the lien of this Indenture and (ii) release to the Issuer or
 any other Person entitled thereto any funds then on deposit in the Collection
 Account only at such time as (x) there are no Notes Outstanding and (y) all
 sums due to the Indenture Trustee pursuant to Section 6.7 have been paid.

                  SECTION 8.5 Opinion of Counsel. The Indenture Trustee shall
 receive at least seven days' notice when requested by the Issuer to take any
 action pursuant to this Section 8.4, accompanied by copies of any instruments
 involved, and the Indenture Trustee shall also require as a condition to such
 action, an Opinion of Counsel and an Officer's Certificate, in form and
 substance satisfactory to the



                                      -50-


<PAGE>



 Indenture Trustee, stating the legal effect of any such action, outlining the
 steps required to complete the same, and concluding that all conditions
 precedent to the taking of such action have been complied with and such action
 shall not materially and adversely impair the security for the Notes or the
 rights of the Noteholders in contravention of the provisions of this Indenture;
 provided, however, that such Opinion of Counsel shall not be required to
 express an opinion as to the fair value of the Trust Estate. Counsel rendering
 any such opinion may rely, without independent investigation, on the accuracy
 and validity of any certificate or other instrument delivered to the Indenture
 Trustee pursuant to the provisions of this Indenture in connection with any
 such action.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1 Supplemental Indentures Without Consent of
                              Noteholders.
                              ------------------------------------------

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

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

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

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

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

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

                           (vi)  to evidence and provide for the acceptance of
          the appointment hereunder by a successor trustee with respect to the
          Notes and the Indenture and to add to or change any




                                      -51-


<PAGE>



          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; and

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

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

                  SECTION 9.2 Supplemental Indentures With Consent of
                              Noteholders.
                              ---------------------------------------

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

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

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



                                      -52-


<PAGE>




                           (iii)    impair the right to institute suit for the
          enforcement of specified provisions of this Indenture regarding
          payment;

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

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

                           (vi) modify or alter the provisions of the Indenture
          regarding the voting of Notes held by the Issuer, the Transferor or
          any Affiliate of either of them; or

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

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

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

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

                  SECTION 9.3 Execution of Supplemental Indentures. In
 executing, or permitting the additional trusts created by any supplemental
 indenture permitted by this Article IX or the modifications thereby of the
 trusts created by this Indenture, the Indenture Trustee shall be entitled to
 receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
 relying upon, an Opinion of Counsel and an Officer's Certificate stating that
 the execution of such supplemental indenture is authorized or permitted by



                                      -53-


<PAGE>



 this Indenture and that all conditions precedent to the execution of any such
 amendment have been satisfied. The Indenture Trustee may, but shall not be
 obligated to, enter into any such supplemental indenture that affects the
 Indenture Trustee's own rights, duties, liabilities or immunities under this
 Indenture or otherwise.

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

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

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

                                    ARTICLE X

                               REDEMPTION OF NOTES

                  SECTION 10.1 Redemption.
                               ----------

                  (a) A Series of Notes shall be subject to redemption if and
 to the extent provided in the related Series Supplement.

                  (b) Each Series of Notes shall be subject to redemption as set
 forth in this Section 10.1(b). In the event of any breach of any of the
 representations and warranties set forth in Section 2.3 of the Trust Sale and
 Servicing Agreement shall have a material adverse effect on the Noteholders,
 then either the Indenture Trustee or the Holders of Notes evidencing not less
 than a majority in aggregate unpaid principal amount of the Controlling Class
 of each Series of Notes, by written notice to the Issuer and the Indenture
 Trustee may direct the Issuer to redeem all of the Notes then outstanding on
 the second Payment Date following the date of such notice (or such later date
 as may be specified in such notice); provided, however, that no such redemption
 shall be required to be made if on or prior to the earlier of the date the



                                      -54-


<PAGE>



 Redemption Notice is or is required to be sent to Noteholders, the
 representations and warranties set forth in Section 2.3 of the Trust Sale and
 Servicing Agreement are satisfied in all material respects and any material
 adverse effect on the Noteholders caused thereby shall have been cured. The
 Issuer shall promptly furnish a copy of such notice to the Transferor.

                  (c) The redemption price for any Notes shall be equal to the
 applicable Redemption Price set forth in the related Series Supplement. The
 Issuer shall only be required to redeem Notes if it has available funds
 sufficient to pay such amount. The Issuer shall furnish the Rating Agencies
 notice of any such redemption. If any Notes are to be redeemed pursuant to this
 Section 10.1(a), the Issuer shall furnish notice thereof to the Indenture
 Trustee not later than 10 days prior to the applicable Redemption Date and the
 Issuer shall deposit into the applicable Principal Funding Account, on or
 before the applicable Redemption Date, the aggregate Redemption Price of the
 Notes to be redeemed, whereupon all such Notes shall be due and payable on the
 Redemption Date.

                  SECTION 10.2 Form of Redemption Notice.
                               -------------------------

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

                  (b)      All notices of redemption shall state:

                           (i)   the applicable Redemption Date;

                           (ii)  the applicable Redemption Price;

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

                           (iv)  the CUSIP number, if applicable; and

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

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



                                      -55-


<PAGE>



                  SECTION 10.3 Notes Payable on Redemption Date.
                               --------------------------------

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

                                   ARTICLE XI

                                  MISCELLANEOUS

                  SECTION 11.1 Compliance Certificates and Opinions, etc.
                               ------------------------------------------

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

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

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

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

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

                  (b) (i) Prior to the deposit with the Indenture Trustee of any
 Collateral or other property or securities that is to be made the basis for the
 release of any property or securities subject to the lien of this Indenture,
 the Issuer shall, in addition to any obligation imposed in Section 11.1(a) or



                                      -56-


<PAGE>



 elsewhere in this Indenture, furnish to the Indenture Trustee an Officers'
 Certificate certifying or stating the opinion of each Person signing such
 certificate as to the fair value (within 90 days of such deposit) to the Issuer
 of the Collateral or other property or securities to be so deposited.

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

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

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

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



                                      -57-


<PAGE>




                  SECTION 11.2 Form of Documents Delivered to Indenture Trustee.
                               ------------------------------------------------

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

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

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

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

                  SECTION 11.3 Acts of Noteholders.
                               -------------------

                  (a) Any request, demand, authorization, direction, notice,
 consent, waiver or other action provided by this Indenture to be given or taken
 by Noteholders or a Series of Noteholders may be embodied in and evidenced by
 one or more instruments of substantially similar tenor signed by such
 Noteholders in person or by agents duly appointed in writing and shall be
 subject to Section 5.11 hereof; and except as herein otherwise expressly
 provided such action shall become effective when such instrument



                                      -58-


<PAGE>



 or instruments are delivered to the Indenture Trustee, and, where it is hereby
 expressly required, to the Issuer. Such instrument or instruments (and the
 action embodied therein and evidenced thereby) are herein sometimes referred to
 as the "Act" of the Noteholders signing such instrument or instruments. Proof
 of execution of any such instrument or of a writing appointing any such agent
 shall be sufficient for any purpose of this Indenture and (subject to Section
 6.1) conclusive in favor of the Indenture Trustee and the Issuer, if made in
 the manner provided in this Section 11.3.

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

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

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

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

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

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

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

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



                                      -59-


<PAGE>



                  SECTION 11.5 Notices to Noteholders; Waiver.
                               ------------------------------

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

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

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

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

                  SECTION 11.6 Alternate Payment and Notice Provisions.
                               ---------------------------------------

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

                  SECTION 11.7 Conflict with Trust Indenture Act.
                               ---------------------------------

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



                                      -60-


<PAGE>




                  (b) If this Indenture is or is required to be qualified under
 the TIA, the provisions of TIA ss.ss. 310 through 317 that impose duties on any
 Person (including the provisions automatically deemed included herein unless
 expressly excluded by this Indenture) are a part of and govern this Indenture,
 whether or not physically contained herein.

                  SECTION 11.8 Effect of Headings and Table of Contents.
                               ----------------------------------------

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

                  SECTION 11.9 Successors and Assigns.
                               ----------------------

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

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

                  SECTION 11.10  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, the Noteholders and the Note Owners and (only to the extent
 expressly provided herein) the Certificateholders and the Certificate Owners
 and any other party secured hereunder, and any other Person with an ownership
 interest in any part of the Trust Estate, any benefit or any legal or equitable
 right, remedy or claim under this Indenture.

                  SECTION 11.12 Legal Holidays.
                                ---------------

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



                                      -61-


<PAGE>



                  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 OR ANY OTHER JURISDICTION'S
 CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
 PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                  SECTION 11.14  Counterparts.
                                 ------------

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

                  SECTION 11.15 Recording of Indenture.
                                -----------------------

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

                  SECTION 11.16 No Recourse.
                                ------------

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

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

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

                           (iii)    any partner, owner, beneficiary, agent,
          officer, director or employee of the Indenture Trustee or the Owner
          Trustee in its individual capacity, any holder of a beneficial
          interest in the Issuer, the Owner Trustee or the Indenture Trustee or
          of any successor or assign of the Indenture Trustee or the Owner
          Trustee in its individual capacity, except as any such Person may have
          expressly agreed (it being understood that the Indenture Trustee and
          the Owner Trustee has no such obligation in its individual capacity)
          and except that any such partner, owner or beneficiary shall be fully
          liable, to the extent provided by applicable law, for any unpaid
          consideration for stock, unpaid capital contribution or failure to pay
          any installment or call owing to such entity. For




                                      -62-


<PAGE>



          all purposes of this Indenture, in the performance of any duties or
          obligations of the Issuer hereunder, the Owner Trustee shall be
          subject to, and entitled to the benefits of, the terms and provisions
          of Articles IV, V and VI of the Trust Agreement.

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

                  SECTION 11.17 No Petition.
                                ------------

                  The Indenture Trustee, by entering into this Indenture, and
 each Noteholder and Note Owner, by accepting a Note (or interest therein)
 issued hereunder, hereby covenant and agree that they shall not, prior to the
 date which is one year and one day after the termination of the Trust
 Agreement, acquiesce, petition or otherwise invoke or cause the Transferor or
 the Issuer to invoke the process of any court or government authority for the
 purpose of commencing or sustaining a case against the Transferor or the Issuer
 under any Insolvency Law or appointing a receiver, liquidator, assignee,
 trustee, custodian, sequestrator or other similar official of the Transferor or
 the Issuer or any substantial part of its property, or ordering the winding up
 or liquidation of the affairs of the Transferor or the Issuer.

                  SECTION 11.18  Inspection.
                                 ----------

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



                                      -63-


<PAGE>



                  SECTION 11.19  No Substantive Review of Compliance Documents.
                                 ---------------------------------------------

                  Other than as specifically set forth in this Indenture for
 notices which specifically contain information of which the Indenture Trustee
 is to have notice, any reports, information or other documents provided to the
 Indenture Trustee are for the purposes only of enabling the sending party to
 comply with its document delivery requirements hereunder and such party's
 receipt of any such information shall not, in and of itself, constitute
 constructive or actual notice to the Indenture Trustee of any information
 contained therein or determinable from any information contained therein,
 including the Issuer or the Servicer's compliance with any of its covenants,
 representations or warranties hereunder.

                  SECTION 11.20 Amendment of Basic Documents.
                                -----------------------------

                  The Issuer shall not amend, modify or grant any consent or
 waiver with respect to the provisions of any of the Basic Documents without the
 prior written consent of the Indenture Trustee, except where the Basic
 Documents do not require the consent of the Indenture Trustee for such
 amendment, modification, consent or waiver.

                  SECTION 11.21 Effect of Amendment and Restatement.
                                ------------------------------------

                  It is the intent of the parties hereto that this Indenture, as
 amended and restated as of __________, 2000, shall as of such date, replace in
 its entirety the Original Indenture; provided that, with respect to the period
 of time from November 22, 1999 through __________, 2000, the rights and
 obligations of the parties shall be governed by the Original Indenture;
 provided further, that the amendment and restatement of the Original Indenture
 shall not effect any of the grants, transfers or conveyances contemplated by
 the Original Indenture to have occurred prior to __________, 2000.

                                             *     *     *     *     *




                                      -64-


<PAGE>



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

                              WORLD OMNI MASTER OWNER TRUST


                              By:      Chase Manhattan Bank Delaware, not in its
                              individual capacity but solely as Owner Trustee

                              By:________________________________________
                                   Name:
                                   Title:


                              HARRIS TRUST AND SAVINGS BANK
                              as Indenture Trustee

                              By:________________________________________
                                   Name: E. Kay Liederman Van Dam
                                   Title:  Vice President

 Acknowledged and Accepted:

 WORLD OMNI FINANCIAL CORP.,
 Servicer

 By:_____________________________
 Name:    Eric M. Gebhard
 Title:   Assistant Secretary



                                      -65-


<PAGE>



                                                               EXHIBIT A

                          FORM OF TRANSFER CERTIFICATE

 WODFI LLC

 Corporation Trust Center
 1209 Orange Street
 Wilmington, Delaware  19801

 Harris Trust and Savings Bank
 311 West Monroe St. 12th Floor
 Chicago, Illinois 60606

 Attn:    Indenture Trustee Administration
          as Indenture Trustee for
          World Omni Master Owner Trust

 Ladies and Gentlemen:

                  In connection with the purchase of a Note subject to Section
 2.15 of the Amended and Restated Indenture dated as of __________, 2000 (the
 "Unregistered Note") of the World Omni Master Owner Trust, the undersigned
 buyer ("Buyer") hereby acknowledges, represents and agrees that:

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

                  (b) The Buyer understands that the Unregistered Note has not
 been registered under the Securities Act of 1933, as amended (the "Securities
 Act"), and may not be sold except as permitted in the following sentence. The
 Buyer agrees, on its own behalf and on behalf of any accounts for which it is
 acting as hereinafter stated, that such Unregistered Note may be resold,
 pledged or transferred only (i) to an [institutional] investor that is an
 "Accredited Investor" as defined in Rule 501(a)(1),(2),(3) or (7) (an
 "Institutional Accredited Investor") under the Securities Act acting for its
 own account (and not for the account of others) or as a fiduciary or agent for
 others (which others also are Institutional Accredited Investors unless the
 holder is a bank acting in its fiduciary capacity) that, if so requested by the
 Transferor or the Indenture Trustee, executes a certificate in the form hereof,
 (ii) [so long as such Unregistered Note is eligible for resale pursuant to Rule
 144A under the Securities Act ("Rule 144A"), to a person whom the Buyer
 reasonably believes after due inquiry to be a "qualified institutional buyer"
 (as defined in Rule 144A) acting for its own account (and not for the account
 of others) or as a fiduciary or agent for others (which others also are
 "qualified institutional buyers") that, if so requested by the Transferor or
 the Indenture Trustee, executes a certificate in the form



                                       A-1


<PAGE>



 hereof or (iii)] in a sale, pledge or other transfer made in a transaction
 otherwise exempt from the registration requirements of the Securities Act, in
 which case (A) the Indenture Trustee shall require that both the prospective
 transferor and the prospective transferee certify to the Indenture Trustee and
 the Transferor in writing the facts surrounding such transfer, which
 certification shall be in form and substance satisfactory to the Indenture
 Trustee and the Transferor, and (B) the Indenture Trustee shall require a
 written opinion of counsel (which will not be at the expense of the Transferor,
 the Servicer or the Indenture Trustee) satisfactory to the Transferor and the
 Indenture Trustee to the effect that such transfer will not violate the
 Securities Act, in each case in accordance with any applicable securities laws
 of any state of the United States. The Buyer will notify any purchaser of the
 Unregistered Note from it of the above resale restrictions, if then applicable.
 The Buyer further understands that in connection with any transfer of the
 Unregistered Note by it that the Transferor and the Indenture Trustee may
 request, and if so requested the Buyer will furnish, such certificates and
 other information as they may reasonably require to confirm that any such
 transfer complies with the foregoing restrictions.
<TABLE>
<CAPTION>

                                                    CHECK [ONE]

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

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

</TABLE>




                                       A-2


<PAGE>



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


                                    -------------------------------------------
                                    Print Name of Buyer

                                    By: _______________________________________

                                    Name: _____________________________________

                                    Title: ____________________________________

                                    Date: _____________________________________





                                       A-3


<PAGE>





                                                                EXHIBIT B

                               UNDERTAKING LETTER

 WODFI LLC

 Corporation Trust Center
 1209 Orange Street
 Wilmington, Delaware  19801

 Harris Trust and Savings Bank
 311 West Monroe St., 12th Floor

 Chicago, IL 60606
 Attn:   Indenture Trust Administration
         as Indenture Trustee for
         World Omni Master Owner Trust

 Ladies and Gentlemen:

                  In connection with our purchase of record or beneficial
 ownership of a Note subject to the provisions of Section 2.15 of the Amended
 and Restated Indenture dated as of __________, 2000 (the "Unregistered Note")
 of the World Omni Master Owner Trust, the undersigned purchaser, record owner
 or beneficial owner hereby acknowledges, represents and warrants that such
 purchaser, record owner or beneficial owner:

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



                                       B-1


<PAGE>



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


                                   -------------------------------------------
                                   Name of Note Owner

                                   By: _______________________________________

                                   Name: _____________________________________

                                   Title: ____________________________________

                                   Date: _____________________________________





                                       B-2