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                                                                     EXHIBIT 4.1

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                                     [     ]

                        Class A-1 ___% Asset Backed Notes

                        Class A-2 ___% Asset Backed Notes

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                                FORM OF INDENTURE

                        Dated as of ____________, 200[ ]

                            [______________________]

                              as Indenture Trustee



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        INDENTURE dated as of _____________, 200[_], between [ ], a
__________________ [common law trust] [limited liability company] ("Issuer"),
and _____________________________________________, a __________________, solely
as trustee and not in its individual capacity ("Indenture Trustee").

        Each party agrees as follows for the benefit of the other party and for
the equal and ratable benefit of the Holders of Issuer's Class A-1 ______% Asset
Backed Notes (the "Class A-1 Notes"), and Class A-2 ______% Asset Backed Notes
(the "Class A-2 Notes" and, together with the Class A-1 Notes, the "Notes"):

                                 GRANTING CLAUSE

        Issuer hereby Grants to Indenture Trustee at the Closing Date, as
Indenture Trustee for the benefit of the Holders of the Notes, all of Issuer's
right, title and interest in and to (a) the Receivables, and all moneys received
thereon [on or] after the Cutoff Date; (b) the security interests in the
Financed Vehicles granted by Obligors pursuant to the Receivables and any other
interest of Issuer in the Financed Vehicles and any other property that shall
secure the Receivables; (c) any proceeds with respect to (i) any Receivable
repurchased by a Dealer, pursuant to a Dealer Agreement, as a result of a breach
of a representation or warranty in the related Dealer Agreement, (ii) a default
by an Obligor resulting in the repossession of the Financed Vehicle, or (iii)
any Dealer Recourse under Dealer Agreements; (d) any proceeds with respect to
the Receivables from claims on any Insurance Policies covering Financed Vehicles
or Obligors or from claims under any lender's single interest insurance policy
naming the Transferor as an insured; (e) rebates of premiums and other amounts
relating to any Insurance Policies and rebates of other items, such as extended
warranties financed under the Receivables, in each case, to the extent Servicer
would, in accordance with its customary practices, apply such amounts to the
Principal Balance of the related Receivable; (f) any instrument or document
relating to the Receivables; (g) all the Seller's rights under the Purchase
Agreements, including the right of the Seller to cause the Transferor to
repurchase Receivables from the Seller; (h) the security interests in the
Receivables and other assets granted by the Transferor to the Issuer under the
Security Agreement and all rights of the Issuer thereunder; (i) all funds on
deposit from time to time in the Trust Accounts and in all investments and
proceeds thereof (including the Reserve Account Property but excluding all
investment income thereon); (j) the Issuer's rights under the Sale and Servicing
Agreement; and (k) all present and future claims, demands, causes and choses in
action in respect of any or all of the foregoing and all payments on or under
and all proceeds of every kind and nature whatsoever in respect of any or all of
the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and receivables, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing (collectively, the "Collateral").

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


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

ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE.

        SECTION 1.1 Definitions. Capitalized terms are used in this Indenture as
defined in Appendix X to the Sale and Servicing Agreement dated as of _________,
200[ ], among BAS Securitization LLC, as Seller, the Indenture Trustee, the
Issuer and [__________________], as Servicer.

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

        "Commission" means the Securities and Exchange Commission.

        "indenture securities" means the Notes.

        "indenture security holder" means a Noteholder.

        "indenture to be qualified" means this Indenture.

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

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

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

        SECTION 1.3 Other Interpretive Provisions. All terms defined in this
Indenture shall have the defined meanings when used in any certificate or other
document delivered pursuant hereto unless otherwise defined therein. For
purposes of this Indenture and all such certificates and other documents, unless
the context otherwise requires: (a) accounting terms not otherwise defined in
this Indenture, and accounting terms partly defined in this Indenture to the
extent not defined, shall have the respective meanings given to them under
generally accepted accounting principles; (b) the words "hereof," "herein" and
"hereunder" and words of similar import refer to this Indenture as a whole and
not to any particular provision of this Indenture; (c) references to any
Article, Section, Schedule or Exhibit are references to Articles, Sections,
Schedules and Exhibits in or to this Indenture and references to any paragraph,
subsection, clause or other subdivision within any Section or definition refer
to such paragraph, subsection, clause or other subdivision of such Section or
definition; (d) the term "including" means "including without limitation"; (e)
except as otherwise expressly provided herein, references to any law or


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regulation refer to that law or regulation as amended from time to time and
include any successor law or regulation; (f) references to any Person include
that Person's successors and assigns; and (g) headings are for purposes of
reference only and shall not otherwise affect the meaning or interpretation of
any provision hereof.

ARTICLE II THE NOTES.

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

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

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

        SECTION 2.2 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of 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 Issuer shall bind Issuer, notwithstanding
that such individuals or any of them have ceased to hold such offices prior to
the authentication and delivery of such Notes or did not hold such offices at
the date of such Notes.

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

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

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


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

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

        SECTION 2.4 Registration of Transfer and Exchange. Issuer shall cause to
be kept a register (the "Note Register") in which, subject to such reasonable
regulations as it may prescribe, Issuer shall provide for the registration of
Notes and the registration of transfers of Notes. Indenture Trustee shall
initially be the note registrar (the "Note Registrar") for the purpose of
registering Notes and transfers of Notes as herein provided. Upon any
resignation of any Note Registrar, Issuer shall promptly appoint a successor or,
if it elects not to make such an appointment, assume the duties of Note
Registrar.

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

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

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


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

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

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

        The preceding provisions of this Section 2.4 notwithstanding, Issuer
shall not be required to make and Note Registrar need not register transfers or
exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.

        SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to Indenture Trustee, or Indenture Trustee
receives evidence to its satisfaction of the destruction, loss or theft of any
Note, and (ii) there is delivered to Indenture Trustee such security or
indemnity as may be required by it to hold Issuer and Indenture Trustee
harmless, then, in the absence of notice to Issuer, Note Registrar or Indenture
Trustee that such Note has been acquired by a bona fide purchaser, and provided
that the requirements of Section 8-405 of the UCC are met, Issuer shall execute
and upon its written request Indenture Trustee shall authenticate and deliver,
in exchange for or in lieu of any such mutilated, destroyed, lost or stolen
Note, a replacement Note; provided 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, Issuer may upon delivery of the security or indemnity herein
required pay such destroyed, lost or stolen Note when so due or payable or upon
the Redemption Date without surrender thereof. If, after the delivery of such
replacement Note or payment of a destroyed, lost or stolen Note pursuant to the
proviso to the preceding sentence, a bona fide purchaser of the original Note in
lieu of which such replacement Note was issued presents for payment such
original Note, Issuer and Indenture Trustee shall be entitled to recover such
replacement Note (or such payment) from the Person to whom it was delivered or
any Person taking such replacement Note from such Person to whom such
replacement Note was delivered or any assignee of such Person, except a bona
fide purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
Issuer or Indenture Trustee in connection therewith.


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

        Every replacement Note issued pursuant to this Section 2.5 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

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

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

        (b) The principal of each Note shall be payable on each Distribution
Date as provided in the forms of the Class A-1 Note and the Class A-2 Note, set
forth in Exhibits D and E, respectively. Notwithstanding the foregoing, the
entire unpaid principal amount of the Notes shall be due and payable, if not
previously paid, on the date on which an Event of Default shall have occurred
and be continuing, if Indenture Trustee or the Holders of the Notes representing
[not less than a majority] of the Outstanding Amount of the Notes have declared
the Notes to be immediately due and payable in the manner provided in Section
5.2 and, in such event, all


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principal payments on each class of Notes shall be made pro rata to the
Noteholders of such class entitled thereto. Indenture Trustee shall notify the
Person in whose name a Note is registered at the close of business on the Record
Date preceding the Distribution Date on which Issuer expects that the final
installment of principal of and interest on such Note will be paid. Such notice
shall be mailed or transmitted by facsimile prior to such final Distribution
Date and shall specify that such final installment will be payable only upon
presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices
in connection with redemptions of Notes shall be mailed to Noteholders as
provided in Section 10.2.

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

        SECTION 2.9 Release of Collateral. Subject to Section 11.1, Indenture
Trustee shall release property from the lien of this Indenture only upon receipt
of an Issuer Request accompanied by an Officer's Certificate, an Opinion of
Counsel and Independent Certificates in accordance with TIA ss.ss. 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates. If
the Commission shall issue an exemptive order under TIA Section 304(d) modifying
Owner Trustee's obligations under TIA Sections 314(c) and 314(d)(1), subject to
Section 11.1 and the terms of the Basic Documents, Indenture Trustee shall
release property from the lien of this Indenture in accordance with the
conditions and procedures set forth in such exemptive order.

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

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

        (b) Note Registrar and 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


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the Notes and the giving of instructions or directions hereunder) as the sole
Holder of the Notes, and shall have no obligation to the Note Owners;

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

        (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 received
instructions to such effect from Note Owners and/or Clearing Agency Participants
or Persons acting through Clearing Agency Participants owning or representing,
respectively, such required percentage of the beneficial interest in the Notes
and has delivered such instructions to Indenture Trustee.

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

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


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        SECTION 2.13 Authenticating Agents. (a) The Indenture Trustee may
appoint one or more Persons (each, an "Authenticating Agent") with power to act
on its behalf and subject to its direction in the authentication of Notes in
connection with issuance, transfers and exchanges under Sections 2.2, 2.3, 2.4
and 2.5, as fully to all intents and purposes as though each such Authenticating
Agent had been expressly authorized by those Sections to authenticate such
Notes. For all purposes of this Indenture, the authentication of Notes by an
Authenticating Agent pursuant to this Section 2.13 shall be deemed to be the
authentication of Notes "by the Indenture Trustee."

        (b) Any corporation into which any Authenticating Agent may be merged or
converted or with which it may be consolidated, or any corporation resulting
from any merger, consolidation or conversion to which any Authenticating Agent
shall be a party, or any corporation succeeding to all or substantially all of
the corporate trust business of any Authenticating Agent, shall be the successor
of such Authenticating Agent hereunder, without the execution or filing of any
further act on the part of the parties hereto or such Authenticating Agent or
such successor corporation.

        (c) Any Authenticating Agent may at any time resign by giving written
notice of resignation to Indenture Trustee and Owner Trustee. Indenture Trustee
may at any time terminate the agency of any Authenticating Agent by giving
written notice of termination to such Authenticating Agent and Owner Trustee.
Upon receiving such notice of resignation or upon such a termination, Indenture
Trustee may appoint a successor Authenticating Agent and shall give written
notice of any such appointment to Owner Trustee.

        (d) The Administrator agrees to pay to each Authenticating Agent from
time to time reasonable compensation for its services. The provisions of
Sections [2.8 and 6.4] shall be applicable to any Authenticating Agent.

        SECTION 2.14 Tax Treatment. Issuer has entered into this Indenture, and
the Notes shall be issued, with the intention that, for federal, state and local
income and franchise tax purposes, the Notes shall qualify as indebtedness of
Issuer secured by the Trust Estate. Issuer, by entering into this Indenture, and
each Noteholder, by its acceptance of a Note (and each Note Owner by its
acceptance of an interest in the applicable Book-Entry Note), agree to treat the
Notes for federal, state and local income and franchise tax purposes as
indebtedness of Issuer.

ARTICLE III COVENANTS.

        SECTION 3.1 Payment of Principal and Interest. Issuer will duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. Without limiting the foregoing, subject
to Section 8.2(c), Issuer will cause to be distributed all amounts on deposit in
the Note Distribution Account on a Distribution Date deposited therein pursuant
to the Sale and Servicing Agreement (i) in the Class A-1 Noteholders' Interest
Distributable Amount, to Class A-1 Noteholders and (ii) in the Class A-2
Noteholders' Interest Distributable Amount, to Class A-2 Noteholders. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by Issuer
to such Noteholder for all purposes of this Indenture.


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        SECTION 3.2 Maintenance of Office or Agency. Issuer will maintain in
[Charlotte, North Carolina], an office or agency where Notes may be surrendered
for registration of transfer or exchange, and where notices and demands to or
upon Issuer in respect of the Notes and this Indenture may be served. Issuer
hereby initially appoints Indenture Trustee to serve as its agent for the
foregoing purposes. Issuer will give prompt written notice to Indenture Trustee
of the location, and of any change in the location, of any such office or
agency. If at any time Issuer shall fail to maintain any such office or agency
or shall fail to furnish Indenture Trustee with the address thereof, such
surrenders, notices and demands may be made or served at the Corporate Trust
Office, and Issuer hereby appoints Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

        SECTION 3.3 Money for Payments To Be Held in Trust. As provided in
Section 8.2, all payments of amounts due and payable with respect to any Notes
that are to be made from amounts withdrawn from the Collection Account and the
Note Distribution Account pursuant to Section 8.2(c) shall be made on behalf of
Issuer by Indenture Trustee or by another Paying Agent, and no amounts so
withdrawn from the Collection Account and the Note Distribution Account for
payments of Notes shall be paid over to Issuer except as provided in this
Section 3.3.

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

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

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

                (ii) give Indenture Trustee notice of any default by 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 Indenture Trustee, forthwith pay to
        Indenture Trustee all sums so held in trust by such Paying Agent;

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


                                       10

<PAGE>

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

        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 Indenture Trustee all sums held in trust by such
Paying Agent, such sums to be held by Indenture Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such a
payment by any Paying Agent to Indenture Trustee, such Paying Agent shall be
released from all further liability with respect to such money.

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

        SECTION 3.4 Existence. Except as otherwise permitted by the provisions
of Section 3.10, Issuer will keep in full effect its existence, rights and
franchises as a _________ under the laws of the State of _________ (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 Issuer
will keep in full effect its existence, rights and franchises under the laws of
such other jurisdiction) and will obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Notes, the Collateral and each other instrument or agreement included in the
Trust Estate.

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


                                       11

<PAGE>

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

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

        (c) enforce any of the Collateral; and

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

        Issuer hereby designates Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required by Issuer pursuant to this Section 3.5.

        SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, Issuer
shall furnish to 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) Within 120 days after the beginning of each calendar year, beginning
with the first calendar year beginning more than three months after the Cutoff
Date, Issuer shall furnish to 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 re-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 maintain the lien and security interest created
by this Indenture and reciting the details of such action or stating that in the
opinion of such counsel no such action is necessary to maintain such lien and
security interest. Such Opinion of Counsel shall also describe the recording,
filing, re-recording and re-filing 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 January 30 in the following calendar year.

        SECTION 3.7 Performance of Obligations; Servicing of Receivables. (a)
Issuer will not take any action and will use its best efforts not to permit any
action to be taken by others that would release any Person from any of such
Person's material covenants or obligations under any instrument or agreement
included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.


                                       12

<PAGE>

        (b) 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 Indenture Trustee in an Officer's Certificate of Issuer shall be
deemed to be action taken by Issuer. Initially, Issuer has contracted with
Servicer and the Administrator to assist Issuer in performing its duties under
this Indenture.

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

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

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


                                       13

<PAGE>

Indenture Trustee shall succeed to Servicer's duties as servicer of the
Receivables as provided herein, it shall do so in its individual capacity and
not in its capacity as Indenture Trustee and, accordingly, the provisions of
Article VI shall be inapplicable to Indenture Trustee in its duties as the
successor to Servicer and the servicing of the Receivables. In case Indenture
Trustee shall become successor to Servicer under the Sale and Servicing
Agreement, Indenture Trustee shall be entitled to appoint as Servicer any one of
its Affiliates, or delegate any of its responsibilities as Servicer to agents,
subject to the terms of the Sale and Servicing Agreement, provided that such
appointment or delegation shall not affect or alter in any way the liability of
Indenture Trustee as a successor for the performance of the duties and
obligations of Servicer in accordance with the terms hereof.

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

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

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

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

        (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 assert any claim against any 25 present or
former Noteholders by reason of the payment of the taxes levied or assessed upon
any part of the Trust Estate;


                                       14

<PAGE>

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

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

        SECTION 3.9 Annual Statement as to Compliance. Issuer will deliver to
Indenture Trustee, within 120 days after the end of each fiscal year of Issuer
(commencing 120 days after the fiscal year ended _________, 200_), and otherwise
in compliance with the requirements of TIA Section 314(a)(4) an Officer's
Certificate stating, as to the Authorized Officer signing such Officer's
Certificate, that:

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

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

        SECTION 3.10 Issuer May Consolidate, Etc., Only on Certain Terms. (a)
Issuer shall not consolidate or merge with or into any other Person, unless:

                (i) the Person (if other than 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 Indenture Trustee, in form satisfactory to Indenture
        Trustee, the due and punctual payment of the principal of and interest
        on all Notes and the performance or observance of every agreement and
        covenant of this Indenture on the part of Issuer to be performed or
        observed, all as provided herein;

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

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

                (iv) Issuer shall have received an Opinion of Counsel (and shall
        have delivered copies thereof to Indenture Trustee) to the effect that
        such transaction


                                       15

<PAGE>

        will not have any material adverse tax consequence to the Trust, any
        Noteholder or any Certificateholder;

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

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

        (b) Except as expressly contemplated by the Basic Documents, Issuer
shall not convey or transfer all or substantially all of its properties or
assets, including those included in the Trust Estate, to any Person, unless:

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

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

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

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

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


                                       16

<PAGE>

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

        SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than Issuer) shall succeed to,
and be substituted for, and may exercise every right and power of, Issuer under
this Indenture with the same effect as if such Person had been named as Issuer
herein.

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

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

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

        SECTION 3.14 Servicer's Obligations. Issuer shall cause Servicer to
comply with the Sale and Servicing Agreement, including Sections 4.9, 4.10 and
4.11 thereof.

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

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

        SECTION 3.17 Restricted Payments. 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 Owner Trustee or any owner of a beneficial interest in Issuer or
otherwise with respect to any ownership or equity interest or security in or of
Issuer or to Servicer or Administrator, (b) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(c) set aside or otherwise segregate any amounts for any such purpose; provided
that Issuer may make, or cause to be made, (i) distributions to Servicer,
Administrator, Owner Trustee, Indenture Trustee and the


                                       17

<PAGE>

Certificateholders as permitted by, and to the extent funds are available for
such purpose under, the Sale and Servicing Agreement or Trust Agreement and (ii)
distributions to the Indenture Trustee pursuant to Section 2(e) of the
Administration Agreement. Issuer will not, directly or indirectly, make payments
to or distributions from the Collection Account except in accordance with this
Indenture and the Basic Documents.

        SECTION 3.18 Notice of Events of Default. Issuer agrees to give
Indenture Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each Event of Servicing Termination or default on the part
of Servicer or Seller of its obligations under the Sale and Servicing Agreement.

        SECTION 3.19 Further Instruments and Acts. Upon request of Indenture
Trustee, Issuer will execute and deliver such further instruments and do such
further acts as may be reasonably necessary or proper to carry out more
effectively the purpose of this Indenture.

        SECTION 3.20 Removal of Administrator. For so long as any Notes are
Outstanding, the Issuer shall not remove the Administrator without cause unless
the Rating Agency Condition shall have been satisfied in connection therewith.

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 (a)
rights of registration of transfer and exchange, (b) substitution of mutilated,
destroyed, lost or stolen Notes, (c) rights of Noteholders to receive payments
of principal thereof and interest thereon, (d) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12, 3.13 and 3.18, (e) the rights, obligations and immunities of
Indenture Trustee hereunder (including the rights of Indenture Trustee under
Section 6.7 and the obligations of Indenture Trustee under Section 4.2) and (f)
the rights of Noteholders as beneficiaries hereof with respect to the property
so deposited with Indenture Trustee payable to all or any of them, and Indenture
Trustee, on demand of and at the expense of Issuer, shall execute proper
instruments acknowledging satisfaction and discharge of this Indenture with
respect to the Notes, when:

                (i) either

                (A) all Notes theretofore authenticated and delivered (other
        than (1) Notes that have been destroyed, lost or stolen and that have
        been replaced or paid as provided in Section 2.5 and (2) Notes for which
        payment money has theretofore been deposited in trust or segregated and
        held in trust by Issuer and thereafter repaid to Issuer or discharged
        from such trust, as provided in Section 3.3) have been delivered to
        Indenture Trustee for cancellation; or

                (B) all Notes not theretofore delivered to Indenture Trustee for
        cancellation

                        (1) have become due and payable,

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


                                       18

<PAGE>

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

        and Issuer, in the case of clauses (1), (2) or (3), has irrevocably
        deposited or caused to be irrevocably deposited with Indenture Trustee
        cash or direct obligations of or obligations guaranteed by the United
        States of America (which will mature prior to the date such amounts are
        payable), in trust for such purpose, in an amount sufficient to pay and
        discharge the entire indebtedness on such Notes not theretofore
        delivered to Indenture Trustee for cancellation when due to the Final
        Scheduled Distribution Date or Redemption Date (if Notes shall have been
        called for redemption pursuant to Section 10.1(a)), as the case may be;

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

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

        SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than Indenture Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
Issuer, be paid to 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 moneys.

ARTICLE V REMEDIES.

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


                                       19

<PAGE>

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

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

        (c) default in the observance or performance of any material covenant or
agreement of Issuer made in this Indenture (other than a covenant or agreement,
a default in the observance or performance of which is elsewhere in this Section
5.1 specifically dealt with), or any representation or warranty of Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 30 days (or for such longer
period, not in excess of 90 days, as may be reasonably necessary to remedy such
default; provided that such default is capable of remedy within 90 days or less
and Servicer on behalf of owner Trustee delivers an Officer's Certificate to
Indenture Trustee to the effect that Issuer has commenced, or will promptly
commence and diligently pursue, all reasonable efforts to remedy such default)
after there shall have been given, by registered or certified mail, to Issuer by
Indenture Trustee or to Issuer and Indenture Trustee by the Holders [of at least
25%] of the Outstanding Amount of the Notes, a written notice specifying such
default or incorrect representation or warranty and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder;

        (d) the filing of a decree or order for relief by a court having
jurisdiction in the premises in respect of Issuer or any substantial part of the
Trust Estate in an involuntary case under any applicable Federal or state
bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of Issuer or for any substantial part of the Trust Estate, or
ordering the winding-up or liquidation of Issuer's affairs, and such decree or
order shall remain unstayed and in effect for a period of 60 consecutive days;
or

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

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


                                       20

<PAGE>

        SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case
Indenture Trustee or the Holders of Notes representing [not less than a
majority] of the Outstanding Amount of the Notes may declare all the Notes to be
immediately due and payable, by a notice in writing to Issuer (and to Indenture
Trustee if given by Noteholders), and upon any such declaration the unpaid
principal amount of such Notes, together with accrued and unpaid interest
thereon through the date of acceleration, shall become immediately due and
payable.

        At any time after such declaration of acceleration of maturity has been
made and before a judgment or decree for payment of the money due has been
obtained by Indenture Trustee as hereinafter in this Article V provided, the
Holders of Notes representing [a majority of] the Outstanding Amount of the
Notes, by written notice to Issuer and Indenture Trustee, may rescind and annul
such declaration and its consequences if:

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

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

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

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

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

        SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in the
payment of the principal of or any installment of the principal of any Note when
the same becomes due and payable, then, Issuer will, upon demand of Indenture
Trustee, pay to it, for the benefit of the Holders of the Notes, the whole
amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at
the rate specified in Section 2.7 and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of Indenture
Trustee and its agents and counsel.

        (b) In case Issuer shall fail forthwith to pay such amounts upon such
demand, 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 Issuer or other obligor upon such


                                       21

<PAGE>

Notes and collect in the manner provided by law out of the property of Issuer or
other obligor upon such Notes, wherever situated, the moneys adjudged or decreed
to be payable.

        (c) If an Event of Default occurs and is continuing, 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 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 Indenture Trustee by this Indenture or by law.

        (d) In case there shall be pending, relative to Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, proceedings under Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of Issuer or its property or such other obligor or Person, or
in case of any other comparable judicial proceedings relative to Issuer or other
obligor upon the Notes, or to the creditors or property of Issuer or such other
obligor, 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 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 may be necessary or advisable in
        order to have the claims of Indenture Trustee (including any claim for
        reasonable compensation to Indenture Trustee and each predecessor
        Indenture Trustee, and their respective agents, attorneys and counsel,
        and for reimbursement of all expenses and liabilities incurred, and all
        advances made, by Indenture Trustee and each predecessor Indenture
        Trustee, except as a result of negligence, bad faith or willful
        misconduct) and of the Noteholders allowed in such proceedings;

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

                (iii) to collect and receive any moneys or other property
        payable or deliverable on any such claims and to distribute all amounts
        received with respect to the claims of the Noteholders and of 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
        Indenture Trustee or the Holders of Notes allowed in any judicial
        proceedings relative to Issuer, its creditors and its property;


                                       22

<PAGE>

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 Indenture Trustee, and, in the event that Indenture Trustee shall
consent to the making of payments directly to such Noteholders, to pay to
Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to Indenture Trustee, each predecessor Indenture Trustee and their
respective agents, attorneys and counsel, and all other expenses and liabilities
incurred, and all advances made, by Indenture Trustee and each predecessor
Indenture Trustee except as a result of negligence or bad faith.

        (e) Nothing herein contained shall be deemed to authorize 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 Indenture Trustee to vote in respect of the claim of any Noteholder in
any such proceeding except, as aforesaid, to vote for the election of a trustee
in bankruptcy or similar person.

        (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
proceedings relative thereto, and any such action or proceedings instituted by
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 Indenture Trustee, each predecessor Indenture
Trustee and their respective agents and attorneys, shall be for the ratable
benefit of the Holders of the Notes.

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

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

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

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

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

                (iv) sell the Trust Estate or any portion thereof or rights or
        interest therein, at one or more public or private sales called and
        conducted in any manner permitted by law;


                                       23

<PAGE>

provided that Indenture Trustee may not sell or otherwise liquidate the Trust
Estate following an Event of Default, other than an Event of Default described
in Section 5.1(a) or (b), unless (A) the Holders of [100%] of the Outstanding
Amount of the Notes and Certificates consent thereto, (B) the proceeds of such
sale or liquidation distributable to the Noteholders and Certificateholders are
sufficient to discharge in full all amounts then due and unpaid upon such Notes
and Certificates for principal and interest or (C) Indenture Trustee determines
that the Trust Estate will not continue to provide sufficient funds for the
payment of principal of and interest on the Notes as they would have become due
if the Notes had not been declared due and payable, and Indenture Trustee
obtains the consent of Holders of [66-2/3%] of the Outstanding Amount of the
Notes. In determining such sufficiency or insufficiency with respect to clause
(B) and (C), 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.

        (b) If Indenture Trustee collects any money or property pursuant to this
Article V, it shall pay out such money or property (and other amounts including
amounts held on deposit in the Reserve Account) held as Collateral for the
benefit of the Noteholders in the following order:

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

                SECOND: to Servicer for due and unpaid Servicing Fees;

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

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

                FIFTH: to Issuer for distribution to the Certificateholders.

        Indenture Trustee may fix a record date and payment date for any payment
to Noteholders pursuant to this Section 5.4. At least 15 days before such record
date, Issuer shall mail to each Noteholder and Indenture Trustee a notice that
states the record date, the payment date and the amount to be paid.

        SECTION 5.5 Optional Preservation of the Receivables. If the Notes have
been declared to be due and payable under Section 5.2 following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled, Indenture Trustee may, but need not, elect to maintain possession of
the Trust Estate. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and Indenture Trustee shall take such desire into account
when determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, 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.


                                       24

<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 has previously given written notice to Indenture Trustee
of a continuing Event of Default;

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

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

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

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

        In the event 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 Outstanding Amount of the Notes,
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, if any, on such Note on or after the
respective due dates thereof expressed in such Note or this Indenture (or, in
the case of redemption, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

        SECTION 5.8 Restoration of Rights and Remedies. If 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 Indenture Trustee or to such
Noteholder, then and in every such case Issuer, Indenture Trustee and the
Noteholders shall, subject to any determination in such Proceeding, be restored
severally and respectively to their former positions hereunder, and thereafter
all rights


                                       25

<PAGE>

and remedies of 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 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
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 Indenture Trustee or to the Noteholders may be exercised from time to time,
and as often as may be deemed expedient, by Indenture Trustee or by the
Noteholders, as the case may be.

        SECTION 5.11 Control by Noteholders. The Holders of a majority of the
Outstanding Amount of the Notes shall have the right to direct the time, method
and place of conducting any proceeding for any remedy available to Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
Indenture Trustee; provided 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
Indenture Trustee to sell or liquidate the Trust Estate shall be by the Holders
of Notes representing [not less than 100%] of the Outstanding Amount of the
Notes;

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

        (d) Indenture Trustee may take any other action deemed proper by
Indenture Trustee that is not inconsistent with such direction; and

        (e) such direction shall be in writing;

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

        SECTION 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes of [not less than a majority] of the Outstanding Amount of the
Notes may waive any past Default or Event of Default and its consequences except
a Default (a) in payment of principal of or interest on any of


                                       26

<PAGE>

the Notes or (b) in respect of a covenant or provision hereof which cannot be
modified or amended without the consent of the Holder of each Note. In the case
of any such waiver, Issuer, Indenture Trustee and the Holders of the Notes shall
be restored to their former positions and rights hereunder, respectively; but no
such waiver shall extend to any subsequent or other Default or impair any right
consequent thereto.

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

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

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

        SECTION 5.15 Action on Notes. 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 Indenture Trustee or the Noteholders shall be impaired by the recovery of any
judgment by Indenture Trustee against 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 Issuer.

        SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from Indenture Trustee to do so and at
Administrator's expense, Issuer agrees to take all such lawful action as
Indenture Trustee may request to compel or secure the performance and observance
by Servicer, of its obligations to Issuer under or in connection with


                                       27

<PAGE>

the Sale and Servicing Agreement or by the Transferor of its obligations under
or in connection with each Purchase Agreement, in each case, in accordance with
the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to Issuer under or in connection with the Sale and
Servicing Agreement and each Purchase Agreement, as the case may be, to the
extent and in the manner directed by Indenture Trustee, including the
transmission of notices of default on the part of Servicer or the Transferor
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by Servicer of its obligations under the Sale
and Servicing Agreement or by the Transferor of its obligations under or in
connection with each Purchase Agreement.

        (b) If an Event of Default has occurred and is continuing, 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 Amount of the Notes shall, exercise all rights,
remedies, powers, privileges and claims of Issuer against Servicer under or in
connection with the Sale and Servicing Agreement, or against the Transferor
under the applicable Purchase Agreement, including the right or power to take
any action to compel or secure performance or observance by Servicer or the
Transferor of each of their obligations to Issuer thereunder and to give any
consent, request, notice, direction, approval, extension or waiver under the
Sale and Servicing Agreement or any Purchase Agreement, as applicable, and any
right of Issuer to take such action shall be suspended.

ARTICLE VI 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 Indenture Trustee
has actual knowledge, Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture and use the same degree of care and skill in
their exercise as a prudent person would exercise or use under the circumstances
in the conduct of such person's own affairs.

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

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

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

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

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


                                       28
<PAGE>
                (ii) Indenture Trustee shall not be liable for any error of
        judgment made in good faith by a Responsible Officer unless it is proved
        that Indenture Trustee was negligent in ascertaining the pertinent
        facts; and

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

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

        (f) No provision of this Indenture shall require 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 repayment
of such funds or indemnity satisfactory to it against such risk or liability is
not assured to it.

        (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to Indenture Trustee shall be
subject to the provisions of this Section 6.1 and to the provisions of the TIA.

        (h) Indenture Trustee shall take all actions required to be taken by the
Indenture Trustee under the Sale and Servicing Agreement.

        SECTION 6.2 Rights of Indenture Trustee. (a) Indenture Trustee may
conclusively rely on any document believed by it to be genuine and to have been
signed or presented by the proper person. Indenture Trustee need not investigate
any fact or matter stated in such document.

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

        (c) 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 Indenture Trustee shall not be
responsible for any misconduct or negligence on the part of, or for the
supervision of, Special Purpose Entity, the Servicer, or any other such agent,
attorney, custodian or nominee appointed with due care by it hereunder.
Indenture Trustee shall have no duty to monitor the performance of Issuer.

        (d) 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, that Indenture Trustee's conduct does not constitute
willful misconduct, negligence or bad faith.


                                       29

<PAGE>

        (e) 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.

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

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

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

        SECTION 6.6 Reports by Indenture Trustee to Holders. Indenture Trustee
shall deliver to each Noteholder such information as may be reasonably required
to enable such Holder to prepare its Federal and state income tax returns.

        SECTION 6.7 Compensation and Indemnity. The compensation and
reimbursement of expenses of Indenture Trustee shall be governed by the
Administration Agreement. In addition, Issuer shall reimburse any expenses
incurred by the Indenture Trustee in pursuing remedies pursuant to Section 5.4.
Issuer has caused Administrator to agree to indemnify Indenture Trustee and its
officers, directors, employees and agents against any and all loss, liability or
expense (including attorneys' fees and expenses) incurred by it in connection
with the acceptance or the administration of this trust and the performance of
its duties hereunder. Neither Issuer nor Administrator need reimburse any
expense or indemnify against any loss, liability or expense incurred by
Indenture Trustee through Indenture Trustee's own willful misconduct, negligence
or bad faith or to the extent arising from the breach by the Indenture Trustee
of any of its representations and warranties and covenants set forth herein.

        Issuer's payment obligations to Indenture Trustee pursuant to this
Section 6.7 and the Administration Agreement referenced in the preceding
paragraph shall survive the discharge of this Indenture subject to a
satisfaction of the Rating Agency Condition. When Indenture Trustee incurs
expenses after the occurrence of a Default specified in Section 5.1(d) or (e)
with respect to


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<PAGE>

Issuer, the expenses are intended to constitute expenses of administration under
Title 11 of the United States Code or any other applicable Federal or state
bankruptcy, insolvency or similar law.

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

        (a) Indenture Trustee fails to comply with Section 6.11;

        (b) Indenture Trustee is adjudged a bankrupt or insolvent;

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

        (d) Indenture Trustee otherwise becomes incapable of acting.

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

        A successor Indenture Trustee shall deliver a written acceptance of its
appointment to the retiring Indenture Trustee and to 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 Indenture Trustee under this Indenture subject to satisfaction of the Rating
Agency Condition. The successor Indenture Trustee shall mail a notice of its
succession to Noteholders. The retiring Indenture Trustee shall promptly
transfer all property held by it as Indenture Trustee to the successor Indenture
Trustee.

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

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

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

        Notwithstanding the resignation or removal of Indenture Trustee pursuant
to this Section 6.8, Issuer's and Administrator's obligations under Section 6.7
shall continue for the benefit of the retiring Indenture Trustee.


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<PAGE>

        Indenture Trustee shall not be liable for the acts or omissions of any
successor Indenture Trustee.

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

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

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

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

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


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<PAGE>

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

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

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

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

        SECTION 6.11 Eligibility; Disqualification. Indenture Trustee shall at
all times satisfy the requirements of TIA ss. 310(a). Indenture Trustee shall
have a combined capital and surplus of at least $50,000,000 as set forth in its
most recent published annual report of condition and shall have a long term debt
rating of investment grade or better by the Rating Agencies or shall otherwise
be acceptable to the Rating Agencies. Indenture Trustee shall comply with TIA
ss. 310(b), including the optional provision permitted by the second sentence of
TIA ss. 310(b)(9); provided that there shall be excluded from the operation of
TIA ss. 310(b)(1) any indenture or indentures under which other securities of
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. Indenture
Trustee shall comply with TIA ss. 311(a), excluding any creditor relationship
listed in TIA ss. 311(b). An Indenture Trustee who has resigned or been removed
shall be subject to TIA ss. 311(a) to the extent indicated.

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.

        SECTION 7.1 Issuer to Furnish Indenture Trustee Names and Addresses of
Noteholders. Issuer will furnish or cause to be furnished to Indenture Trustee
(a) not more than five days after the earlier of (i) each Record Date and (ii)
three months after the last Record Date, a list, in such form as Indenture
Trustee may reasonably require, of the names and addresses of the Holders as of
such Record Date, (b) at such other times as Indenture Trustee may request in
writing, within 30 days after receipt by Issuer of any such request, a list of
similar form and content as of a date


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<PAGE>

not more than 10 days prior to the time such list is furnished; provided that so
long as (x) Indenture Trustee is Note Registrar, or (y) the Notes are Book-Entry
Notes, no such list shall be required to be furnished.

        SECTION 7.2 Preservation of Information; Communication to Noteholders.
(a) Indenture Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of the Holders contained in the most recent
list furnished to Indenture Trustee as provided in Section 7.1 and the names and
addresses of Holders received by Indenture Trustee in its capacity as Note
Registrar. 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. Upon receipt by the Indenture Trustee of any request by three or more
Noteholders or by one or more Holders of Notes evidencing not less than 25% of
the Outstanding Amount of Notes to receive a copy of the current list of
Noteholders (whether or not made pursuant to TIA ss. 312(b)), the Indenture
Trustee shall promptly notify the Administrator thereof by providing to the
Administrator a copy of such request and a copy of the list of Noteholders
produced in response thereto.

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

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

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

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

                (iii) supply to Indenture Trustee (and 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 Issuer pursuant to clauses (i) and (ii) of this Section 7.3 (a) as
        may be required by rules and regulations prescribed from time to time by
        the Commission.

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

        SECTION 7.4 Reports by Indenture Trustee. If required by TIA ss. 313(a),
within 60 days after each [ ], beginning with [ ], 200_, Indenture Trustee shall
mail to


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<PAGE>

each Noteholder as required by TIA ss. 313 (c) a brief report dated as of such
date that complies with TIA ss. 313(a). Indenture Trustee also shall comply with
TIA ss. 313(b)(1). A copy of each report at the time of its mailing to
Noteholders shall be filed by Indenture Trustee with the Commission and each
stock exchange, if any, on which the Notes are listed. Issuer shall notify
Indenture Trustee if and when the Notes are listed on any stock exchange.

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES.

        SECTION 8.1 Collection of Money. Except as otherwise expressly provided
herein, 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
Indenture Trustee pursuant to this Indenture. Indenture Trustee shall apply all
such money received by it as provided in this Indenture. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or performance under any agreement or instrument that is part of the
Trust Estate, 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 a Default or Event of Default under this Indenture and any right
to proceed thereafter as provided in Article V.

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

        (b) On or before each Distribution Date, the Total Distribution Amount
with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.2 of the Sale and Servicing
Agreement. On or before each Distribution Date, the Noteholders' Distributable
Amount with respect to the preceding Collection Period will be transferred from
the Collection Account and/or the Reserve Account to the Note Distribution
Account as provided in Sections 5.1 and 5.5 of the Sale and Servicing Agreement.

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

                (i) payment of accrued and unpaid interest on the Notes (A) in
        the Class A-1 Noteholders' Interest Distributable Amount, to the Class
        A-1 Noteholders, and (B) in the Class A-2 Noteholders' Interest
        Distributable Amount, to the Class A-2 Noteholders; provided that if
        there are not sufficient funds in the Note Distribution Account to pay
        the entire amount of accrued and unpaid interest then due on the Notes
        for the related Distribution Date, the amount in the Note Distribution
        Account shall be applied to the payment of such interest on each class
        of the Notes pro rata on the basis of the total amount of such interest
        due on such class of Notes for such Distribution Date;


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<PAGE>

                (ii) payment of principal to the Holders of the Class A-1 Notes
        until the Outstanding Amount of the Class A-1 Notes is reduced to zero;
        provided that if there are not sufficient funds in the Note Distribution
        Account to pay in full the principal amount of the outstanding Class A-1
        Notes, the amounts in the Note Distribution Account shall be applied to
        the payment of principal on the Class A-1 Notes on a pro rata basis; and

                (iii) payment of principal to the Holders of the Class A-2 Notes
        until the Outstanding Amount of the Class A-2 Notes is reduced to zero;
        provided that if there are not sufficient funds in the Note Distribution
        Account to pay in full the principal amount of the outstanding Class A-2
        Notes, the amounts in the Note Distribution Account shall be applied to
        the payment of principal on the Class A-2 Notes on a pro rata basis.

        SECTION 8.3 General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by Indenture Trustee upon Issuer Order, subject to
the provisions of Section 5.1(b) of the Sale and Servicing Agreement. In
accordance with Section 5.1(b) of the Sale and Servicing Agreement, on each
Distribution Date, all interest and other investment income (net of losses and
investment expenses) on funds on deposit in the Trust Accounts shall be
distributed to the Seller by the Indenture Trustee. Issuer will not direct
Indenture Trustee to make any investment of any funds or to sell any investment
held in any of the Trust Accounts unless the security interest Granted and
perfected in such account will continue to be perfected in such investment or
the proceeds of such sale, in either case without any further action by any
Person, and, in connection with any direction to Indenture Trustee to make any
such investment or sale, if requested by Indenture Trustee, Issuer shall deliver
to Indenture Trustee an Opinion of Counsel, acceptable to Indenture Trustee, to
such effect.

        (b) Subject to Section 6.1(c), 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 Indenture Trustee's failure to make payments on such
Eligible Investments issued by Indenture Trustee, in its commercial capacity as
principal obligor and not as trustee, in accordance with their terms.

        (c) If (i) Issuer shall have failed to give investment directions for
any funds on deposit in the Trust Accounts to Indenture Trustee by 11:00 a.m.
Eastern Time (or such other time as may be agreed by Issuer and Indenture
Trustee) on any Business Day; (ii) a Default or Event of Default shall have
occurred and be continuing with respect to the Notes but the Notes shall not
have been declared due and payable pursuant to Section 5.2, or (iii) such Notes
shall have been declared due and payable following an Event of Default and
amounts collected or receivable from the Trust Estate are being applied in
accordance with Section 5.5 as if there had not been such a declaration; then,
Indenture Trustee shall, to the fullest extent practicable, invest and reinvest
funds in the Trust Accounts in one or more Eligible Investments. Indenture
Trustee shall not be liable for losses in respect of such investments in
Eligible Investments that comply with the requirements of the Basic Documents.


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<PAGE>

        SECTION 8.4 Release of Trust Estate. (a) Subject to the payment of its
fees and expenses pursuant to Section 6.7, 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 Indenture Trustee's
interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by Indenture Trustee as provided in this Article VIII shall
be bound to ascertain Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

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

        Each Noteholder or Note Owner, by its acceptance of a Note or, in the
case of a Note Owner, a beneficial interest in a Note, acknowledges that from
time to time the Indenture Trustee shall release the lien of this Indenture on
any Receivable to be sold to (i) Seller in accordance with Section 3.3 of the
Sale and Servicing Agreement and (ii) to Servicer in accordance with Section 4.7
of the Sale and Servicing Agreement.

        SECTION 8.5 Opinion of Counsel. Indenture Trustee shall receive at least
seven days' notice when requested by Issuer to take any action pursuant to
Section 8.4(a), accompanied by copies of any instruments involved, and Indenture
Trustee may also require as a condition to such action, an Opinion of Counsel,
in form and substance satisfactory to Indenture Trustee, stating the legal
effect of any such action, outlining the steps required to complete the same,
and concluding that all conditions precedent to the taking of such action have
been complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided 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
Indenture Trustee in connection with any such action.

ARTICLE IX SUPPLEMENTAL INDENTURES.

        SECTION 9.1 Supplemental Indentures Without Consent of Noteholders. (a)
Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies by Issuer, as evidenced to Indenture Trustee, Issuer and
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 Indenture Trustee, for any of
the following purposes:


                                       37

<PAGE>

                (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 confer unto Indenture Trustee any property subject or required to be
        subjected to the lien of this Indenture, or to subject to the lien of
        this Indenture additional property;

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

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

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

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

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

                (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;

                (viii) (A) to add, modify or eliminate such provisions of the
        Indenture as may be necessary or advisable in order to enable all or a
        portion of Issuer to qualify as, and to permit an election to be made to
        cause all or a portion of Issuer to be treated as, a "financial asset
        securitization investment trust" as described in the provisions of the
        "Small Business Job Protection Act of 1996," or to enable all or a
        portion of the Issuer to qualify and an election to be made for similar
        treatment under such comparable subsequent federal income tax provisions
        as may ultimately be enacted into law, and (B) in connection with any
        such election, to modify or eliminate existing provisions set forth in
        this Indenture relating to the intended federal income tax treatment of
        the Notes or Certificates and Issuer in the absence of the election; it
        being a condition to any such amendment that each Rating Agency will
        have notified the Indenture Trustee in writing that the amendment will
        not result in a reduction or withdrawal of the rating of any outstanding
        Notes or Certificates with respect to which it is a Rating Agency; and



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<PAGE>

                (ix) to add, modify or eliminate such provisions as may be
        necessary or advisable in order to enable (a) the transfer to Issuer of
        all or any portion of the Receivables to be derecognized under GAAP by
        Seller to Issuer, (b) Issuer to avoid becoming a member of Seller's
        consolidated group under GAAP or (c) the Seller, the Transferor or any
        of their Affiliates to otherwise comply with or obtain more favorable
        treatment under any law or regulation or any accounting rule or
        principle; it being a condition to any such amendment that each Rating
        Agency will have notified the Indenture Trustee in writing that the
        amendment will not result in a reduction or withdrawal of the rating of
        any outstanding Notes or Certificates with respect to which it is a
        Rating Agency.

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

        SECTION 9.2 Supplemental Indentures with Consents of Noteholders. Issuer
and Indenture Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Holders of [not less
than a majority] of the Outstanding Amount of the Notes, by Act of such Holders
delivered to Issuer and Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

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

                (ii) reduce the percentage of the Outstanding Amount of the
        Notes, the consent of the Holders of which is required for any such
        supplemental indenture,


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<PAGE>

        or the consent of the Holders of which is required for any waiver of
        compliance with certain provisions of this Indenture or certain defaults
        hereunder and their consequences provided for in this Indenture;

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

                (iv) reduce the percentage of the Outstanding Amount of the
        Notes required to direct Indenture Trustee to direct Issuer to sell or
        liquidate the Trust Estate pursuant to Section 5.4;

                (v) modify any provision of this Section 9.2 except to increase
        any percentage specified herein or to provide that certain additional
        provisions of this Indenture or the Basic Documents cannot be modified
        or waived without the consent of the Holder of each Outstanding Note
        affected thereby;

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

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

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

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

        Promptly after the execution by Issuer and Indenture Trustee of any
supplemental indenture pursuant to this Section 9.2, Indenture Trustee shall
mail to the Holders of the Notes to which such amendment or supplemental
indenture relates a notice setting forth in general terms the substance of such
supplemental indenture. Any failure of 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, Indenture Trustee shall be entitled


                                       40

<PAGE>

to receive, and subject to Sections 6.1 and 6.2, shall be fully protected in
relying upon, an Opinion of Counsel stating that the execution of such
supplemental indenture is authorized or permitted by this Indenture. Indenture
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects 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
Indenture Trustee, Issuer and the Holders of the Notes shall thereafter be
determined, exercised and enforced hereunder subject in all respects to such
modifications and amendments, and all the terms and conditions of any such
supplemental indenture shall be and be deemed to be part of the terms and
conditions of this Indenture for any and all purposes.

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

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

ARTICLE X REDEMPTION OF NOTES.

        SECTION 10.1 Redemption. (a) The Class A-2 Notes are subject to
redemption in whole, but not in part, at the direction of Seller or Servicer
pursuant to Section 9.1(a) of the Sale and Servicing Agreement, on any
Distribution Date on which Seller or Servicer exercises its option to purchase
the Trust Estate pursuant to said Section 9.1(a), for a purchase price equal to
the Redemption Price; provided that Issuer has available funds sufficient to pay
the Redemption Price. Servicer or Issuer shall furnish the Rating Agencies
notice of such redemption. If the Class A-2 Notes are to be redeemed pursuant to
this Section 10.1(a), Servicer or Issuer shall furnish notice of such election
to Indenture Trustee not later than 25 days prior to the Redemption Date and
Issuer shall deposit with Indenture Trustee in the Note Distribution Account the
Redemption Price of the Class A-2 Notes to be redeemed whereupon all such Class
A-2 Notes shall be due and payable on the Redemption Date upon the furnishing of
a notice complying with Section 10.2 to each Holder of the Class A-2 Notes.

        (b) If the assets of Issuer are sold pursuant to the Trust Agreement,
all amounts on deposit in the Note Distribution Account shall be paid to the
Noteholders up to the Outstanding Amount of the Notes and all accrued and unpaid
interest thereon. If amounts are to be paid to Noteholders pursuant to this
Section 10.1(b), Servicer or Issuer shall, to the extent practicable,


                                       41

<PAGE>

furnish notice of such event to Indenture Trustee not later than 25 days prior
to the Redemption Date whereupon all such amounts shall be payable on the
Redemption Date.

        SECTION 10.2 Form of Redemption Notice. (a) Notice of redemption under
Section 10.1(a) shall be given by Indenture Trustee by facsimile or by
first-class mail, postage prepaid, transmitted or mailed prior to the applicable
Redemption Date to each Holder of Class A-2 Notes, as of the close of business
on the Record Date preceding the applicable Redemption Date, at such Holder's
address appearing in the Note Register.

        All notices of redemption shall state:

                (i) the Redemption Date;

                (ii) the Redemption Price;

                (iii) that the Record Date otherwise applicable to such
        Redemption Date is not applicable and that payments shall be made only
        upon presentation and surrender of such Class A-2 Notes and the place
        where such Class A-2 Notes are to be surrendered for payment of the
        Redemption Price (which shall be the office or agency of Issuer to be
        maintained as provided in Section 3.2); and

                (iv) that interest on the Class A-2 Notes shall cease to accrue
        on the Redemption Date.

        Notice of redemption of the Class A-2 Notes shall be given by Indenture
Trustee in the name and at the expense of Issuer. Failure to give notice of
redemption, or any defect therein, to any Holder of any Class A-2 Note shall not
impair or affect the validity of the redemption of any other Class A-2 Note.

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

        SECTION 10.3 Notes Payable on Redemption Date. The Class A-2 Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), on the Redemption Date
become due and payable at the Redemption Price and (unless Issuer shall default
in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.

ARTICLE XI MISCELLANEOUS.

        SECTION 11.1 Compliance Certificates and Opinions, etc. (a) Upon any
application or request by Issuer to Indenture Trustee to take any action under
any provision of this Indenture, Issuer shall furnish to Indenture Trustee (i)
an Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable


                                       42

<PAGE>

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 opinion of each such signatory,
        such signatory has made such examination or investigation as is
        necessary to enable such signatory to express an informed opinion as to
        whether or not such covenant or condition has been complied with; and

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

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

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

                (iii) Other than with respect to the release of any Purchased
        Receivables or Defaulted Receivables, whenever any property or
        securities are to be released from the lien of this Indenture, Issuer
        shall also furnish to 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


                                       43

<PAGE>

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

                (v) Notwithstanding Section 2.9 or any other provision of this
        Section 11.1, Issuer may (A) collect, liquidate, sell or otherwise
        dispose of Receivables as and to the extent permitted or required by the
        Basic Documents and (B) make cash payments out of the Trust Accounts as
        and to the extent permitted or required by the Basic Documents.

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

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

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


                                       44


<PAGE>

        Whenever in this Indenture, in connection with any application or
certificate or report to Indenture Trustee, it is provided that Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of 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 Issuer to have such application granted or to the sufficiency of
such certificate or report. The foregoing shall not, however, be construed to
affect Indenture Trustee's right to rely upon the truth and accuracy of any
statement or opinion contained in any such document as provided in Article VI.

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

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

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

        (b) Issuer by Indenture Trustee or by any Noteholder shall be sufficient
for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed
to have been duly given upon receipt to Issuer


                                       45

<PAGE>

addressed to: [_________________________], in care of [_______________________],
with a copy to Administrator at [_________________________], Attention:
___________________, or at any other address previously furnished in writing to
Indenture Trustee by Issuer or Administrator. Issuer shall promptly transmit any
notice received by it from the Noteholders to Indenture Trustee.

        Notices required to be given to the Rating Agencies by Issuer, Indenture
Trustee or Owner Trustee shall be in writing, personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested to (i) in
the case of Moody's, at the following address: Moody's Investors Service, Inc.,
99 Church Street, New York, New York 10007, (ii) in the case of S&P, at the
following address: Standard & Poor's Ratings Services, 25 Broadway (15th Floor),
New York, New York 10004, Attention of Asset Backed Surveillance Department; and
(iii) in the case of Fitch, at the following address: Fitch, Inc., One State
Street Plaza, New York, New York 10004 or as to each of the foregoing, at such
other address as shall be designated by written notice to the other parties.

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

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

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

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

        SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, Issuer may
enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by 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, provided that such methods are reasonable and


                                       46

<PAGE>

consented to by Indenture Trustee (which consent shall not be unreasonably
withheld). Issuer will furnish to the trustee a copy of each such agreement and
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.

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

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

        SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

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

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

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

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

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

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


                                       47

<PAGE>

        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 Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to Indenture Trustee or any other counsel reasonably
acceptable to 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 Indenture
Trustee under this Indenture.

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

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

        SECTION 11.18 Inspection. Issuer agrees that, on reasonable prior
notice, it will permit any representative of Indenture Trustee, during Issuer's
normal business hours, to examine all the books of account, records, reports,
and other papers of Issuer, to make copies and extracts therefrom, to cause such
books to be audited by Independent certified public accountants, and to discuss
Issuer's affairs, finances and accounts with Issuer's officers, employees, and
independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. 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 Indenture
Trustee may reasonably determine that such disclosure is consistent with its
obligations hereunder.


                                       48
<PAGE>

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

                                         [                                     ]


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


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


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


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


                                       49


<PAGE>

                                                                       EXHIBIT A


                             SCHEDULE OF RECEIVABLES

                     Delivered on Disk to Indenture Trustee















                                       A

<PAGE>

                                                                       EXHIBIT B


                      FORM OF SALE AND SERVICING AGREEMENT

















                                       B


<PAGE>

                                                                       EXHIBIT C


                        FORM OF NOTE DEPOSITORY AGREEMENT


















                                       C


<PAGE>

                                                                       EXHIBIT D


                                FORM OF A-1 NOTES

REGISTERED                                                 $______(1)  No. R-___
CUSIP NO. ___________

        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

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

                           [_________________________]
                       ____% CLASS A-1 ASSET BACKED NOTES

        [_________________________], a trust organized and existing under the
laws of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of _____________ DOLLARS ($________), partially payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is the initial principal amount of this Note and
the denominator of which is the aggregate initial principal amount of the Class
A-1 Notes (the "Fraction") by (ii) the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-1 Notes pursuant
to Section 3.1 of the Indenture; provided that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Final
Scheduled Distribution Date for the Class A-1 Notes and the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. The Issuer will pay interest on
this Note on each Distribution Date until the principal of this Note is paid or
made available for payment, in an amount equal to the product of the Class A-1
Noteholders' Interest Distributable Amount for the related Distribution Date
multiplied by the Fraction subject to certain limitations contained in Section
3.1 and Section 8.2 of the Indenture. Such principal of and interest on this
Note shall be paid in the manner specified in the Indenture.

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



-----------
(1)  Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                      D-1

<PAGE>

interest due and payable on this Note as provided above and then to the unpaid
principal of this Note.

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

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

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

Dated:  _______________, 200__

                                        [_________________________]

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

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


                                      D-2

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:               , 200[ ]
      --------------

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

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


                                      D-3

<PAGE>

                                [REVERSE OF NOTE]

        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its ___% Class A-1 Asset Backed Notes (herein called the "A-1
Notes" or the "Notes"), all issued under an Indenture dated as of _________,
200[__] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and ___________, not in its individual capacity
but solely as trustee (the "Indenture Trustee"), which term includes any
successor Indenture Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

        The Notes and the Class A-2 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

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

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

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

        Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note owner, a beneficial interest in a Note, covenants and agrees that they
will not at any time institute against Transferor, Seller or Issuer, or join in
any institution against Transferor, Seller or Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other


                                      D-4

<PAGE>

proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

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

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

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


                                      D-5

<PAGE>

                                   ASSIGNMENT

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

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

unto ___________________________________________________________________________

________________________________________________________________________________
                         (name and address of assignee)

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

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

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



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


                                      D-6

<PAGE>

                                                                       EXHIBIT E

                                FORM OF A-2 NOTES

REGISTERED                                            $____________(2) No. R-___
CUSIP NO. ______________

        Unless this Note is presented by an authorized representative of The
Depository Trust Company, a New York corporation ("DTC"), to the Issuer or its
agent for registration of transfer, exchange or payment, and any Note issued is
registered in the name of Cede & Co. or in such other name as is requested by an
authorized representative of DTC (and any payment is made to Cede & Co. or to
such other entity as is requested by an authorized representative of DTC), ANY
TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON
IS WRONGFUL inasmuch as the registered owner hereof, Cede & Co., has an interest
herein.

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

                            [_______________________]
                       _____% CLASS A-2 ASSET BACKED NOTES

        [_________________________], a trust organized and existing under the
laws of the State of Delaware (including any successor, the "Issuer"), for value
received, hereby promises to pay to CEDE & CO., or registered assigns, the
principal sum of ______________ DOLLARS ($_________), partially payable on each
Distribution Date in an amount equal to the result obtained by multiplying (i) a
fraction the numerator of which is the initial principal amount of this Note and
the denominator of which is the aggregate initial principal amount of the Class
A-2 Notes (the "Fraction") by (ii) the aggregate amount, if any, payable from
the Note Distribution Account in respect of principal on the A-2 Notes pursuant
to Section 3.1 of the Indenture; provided that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of the Final
Scheduled Distribution Date for the Class A-2 Notes and the Redemption Date, if
any, pursuant to Section 10.1 of the Indenture. No payments of principal of the
A-2 Notes will be made until the principal of the A-1 Notes has been paid in
full. The Issuer will pay interest on this Note on each Distribution Date until
the principal of this Note is paid or made available for payment in an amount
equal to the product of the Class A-2 Noteholders, Interest distributable Amount
for the related Transfer Date multiplied by the Fraction, subject to certain
limitations contained in Section 3.1 and Section 8.2 of the Indenture. Such
principal of and interest on this Note shall be paid in the manner specified in
the Indenture.

        The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and


------------
(2) Denominations of $1,000 and integral multiples of $1,000 in excess thereof.


                                      E-1

<PAGE>

private debts. All payments made by the Issuer with respect to this Note shall
be applied first to interest due and payable on this Note as provided above and
then to the unpaid principal of this Note.

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

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

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

Dated: ____________________ , 200[ ]


                                       [________________________]


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

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



                                      E-2

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated: ______________________, 200___


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

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


                                      E-3

<PAGE>

                                [REVERSE OF NOTE]

        This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its _____% Class A-2 Asset Backed Notes (herein called the "A-2
Notes" or the "Notes"), all issued under an Indenture dated as of _____________,
200[_] (such Indenture, as supplemented or amended, is herein called the
"Indenture"), between the Issuer and __________________, not in its individual
capacity but solely as trustee (the "Indenture Trustee"), which term includes
any successor Indenture Trustee under the Indenture, to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of the
respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Notes are subject to all terms of the
Indenture. All terms used in this Note that are not otherwise defined herein and
that are defined in the Indenture shall have the meanings assigned to them in or
pursuant to the Indenture.

        The Notes and the Class A-1 Notes are and will be equally and ratably
secured by the collateral pledged as security therefor as provided in the
Indenture.

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

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

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

        Each Noteholder or Note Owner, by acceptance of a Note, or, in the case
of a Note owner, a beneficial interest in a Note, covenants and agrees that they
will not at any time institute against Transferor, Seller or Issuer, or join in
any institution against Transferor, Seller or Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other


                                      E-4

<PAGE>

proceedings under any United States Federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the Basic Documents.

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

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

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


                                       E-5


<PAGE>

                                   ASSIGNMENT

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


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




                                    (name and address of assignee)

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

Dated: _______________________              __________________________________*/

                                            Signature Guaranteed:



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

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


                                      E-6

<PAGE>


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                      Page
                                                                                      ----
<S>                   <C>                                                             <C>
ARTICLE I    DEFINITIONS AND INCORPORATION BY REFERENCE.................................2

        SECTION 1.1   Definitions.......................................................2
        SECTION 1.2   Incorporation by Reference of Trust Indenture Act.................2
        SECTION 1.3   Other Interpretive Provisions.....................................2

ARTICLE II   THE NOTES..................................................................3

        SECTION 2.1   Form..............................................................3
        SECTION 2.2   Execution, Authentication and Delivery............................3
        SECTION 2.3   Temporary Notes...................................................4
        SECTION 2.4   Registration of Transfer and Exchange.............................4
        SECTION 2.5   Mutilated, Destroyed, Lost or Stolen Notes........................5
        SECTION 2.6   Persons Deemed Owner..............................................6
        SECTION 2.7   Payment of Principal and Interest.................................6
        SECTION 2.8   Cancellation......................................................7
        SECTION 2.9   Release of Collateral.............................................7
        SECTION 2.10  Book-Entry Notes..................................................7
        SECTION 2.11  Notices to Clearing Agency........................................8
        SECTION 2.12  Definitive Notes..................................................8
        SECTION 2.13  Authenticating Agents.............................................9
        SECTION 2.14  Tax Treatment.....................................................9

ARTICLE III  COVENANTS.................................................................10

        SECTION 3.1   Payment of Principal and Interest................................10
        SECTION 3.2   Maintenance of Office or Agency..................................10
        SECTION 3.3   Money for Payments To Be Held in Trust...........................10
        SECTION 3.4   Existence........................................................12
        SECTION 3.5   Protection of Trust Estate.......................................12
        SECTION 3.6   Opinions as to Trust Estate......................................12
        SECTION 3.7   Performance of Obligations; Servicing of Receivables.............13
        SECTION 3.8   Negative Consents................................................15
        SECTION 3.9   Annual Statement as to Compliance................................15
        SECTION 3.10  Issuer May Consolidate, Etc., Only on Certain Terms..............16
        SECTION 3.11  Successor or Transferee..........................................17
        SECTION 3.12  No Other Business................................................17
        SECTION 3.13  No Borrowing.....................................................18
        SECTION 3.14  Servicer's Obligations...........................................18
        SECTION 3.15  Guarantees, Loans, Advances and Other Liabilities................18
        SECTION 3.16  Capital Expenditures.............................................18
        SECTION 3.17  Restricted Payments..............................................18
        SECTION 3.18  Notice of Events of Default......................................18
        SECTION 3.19  Further Instruments and Acts.....................................18
</TABLE>


                                      -i-


<PAGE>

<TABLE>
<S>                   <C>                                                             <C>
        SECTION 3.20  Removal of Administrator.........................................19

ARTICLE IV   SATISFACTION AND DISCHARGE................................................19

        SECTION 4.1   Satisfaction and Discharge of Indenture..........................19
        SECTION 4.2   Application of Trust Money.......................................20
        SECTION 4.3   Repayment of Moneys Held by Paying Agent.........................20

ARTICLE V    REMEDIES..................................................................20

        SECTION 5.1   Events of Default................................................20
        SECTION 5.2   Acceleration of Maturity; Rescission and Annulment...............21
        SECTION 5.3   Collection of Indebtedness and Suits for Enforcement by
                      Indenture Trustee................................................22
        SECTION 5.4   Remedies; Priorities.............................................24
        SECTION 5.5   Optional Preservation of the Receivables.........................25
        SECTION 5.6   Limitation of Suits..............................................25
        SECTION 5.7   Unconditional Rights of Noteholders To Receive Principal and
                      Interest.........................................................26
        SECTION 5.8   Restoration of Rights and Remedies...............................26
        SECTION 5.9   Rights and Remedies Cumulative...................................26
        SECTION 5.10  Delay or Omission Not a Waiver...................................27
        SECTION 5.11  Control by Noteholders...........................................27
        SECTION 5.12  Waiver of Past Defaults..........................................27
        SECTION 5.13  Undertaking for Costs............................................28
        SECTION 5.14  Waiver of Stay or Extension Laws.................................28
        SECTION 5.15  Action on Notes..................................................28
        SECTION 5.16  Performance and Enforcement of Certain Obligations...............28

ARTICLE VI   INDENTURE TRUSTEE.........................................................29

        SECTION 6.1   Duties of Indenture Trustee......................................29
        SECTION 6.2   Rights of Indenture Trustee......................................30
        SECTION 6.3   Individual Rights of Indenture Trustee...........................31
        SECTION 6.4   Indenture Trustee's Disclaimer...................................31
        SECTION 6.5   Notice of Defaults...............................................31
        SECTION 6.6   Reports by Indenture Trustee to Holders..........................31
        SECTION 6.7   Compensation and Indemnity.......................................31
        SECTION 6.8   Replacement of Indenture Trustee.................................32
        SECTION 6.9   Successor Indenture Trustee by Merger............................33
        SECTION 6.10  Appointment of Co-Indenture Trustee or Separate Indenture
                      Trustee..........................................................33
        SECTION 6.11  Eligibility; Disqualification....................................34
        SECTION 6.12  Preferential Collection of Claims Against Issuer.................35
</TABLE>


                                      -ii-

<PAGE>

<TABLE>
<S>                   <C>                                                             <C>

ARTICLE VII  NOTEHOLDERS' LISTS AND REPORTS............................................35

        SECTION 7.1   Issuer to Furnish Indenture Trustee Names and Addresses of
                      Noteholders......................................................35
        SECTION 7.2   Preservation of Information; Communication to Noteholders........35
        SECTION 7.3   Reports by Issuer................................................35
        SECTION 7.4   Reports by Indenture Trustee.....................................36

ARTICLE VIII ACCOUNTS, DISBURSEMENTS AND RELEASES......................................36

        SECTION 8.1   Collection of Money..............................................36
        SECTION 8.2   Trust Accounts...................................................36
        SECTION 8.3   General Provisions Regarding Accounts............................37
        SECTION 8.4   Release of Trust Estate..........................................38
        SECTION 8.5   Opinion of Counsel...............................................39

ARTICLE IX   SUPPLEMENTAL INDENTURES...................................................39

        SECTION 9.1   Supplemental Indentures Without Consent of Noteholders...........39
        SECTION 9.2   Supplemental Indentures with Consents of Noteholders.............41
        SECTION 9.3   Execution of Supplemental Indentures.............................42
        SECTION 9.4   Effect of Supplemental Indenture.................................42
        SECTION 9.5   Conformity With Trust Indenture Act..............................42
        SECTION 9.6   Reference in Notes to Supplemental Indentures....................43

ARTICLE X    REDEMPTION OF NOTES.......................................................43

        SECTION 10.1  Redemption.......................................................43
        SECTION 10.2  Form of Redemption Notice........................................43
        SECTION 10.3  Notes Payable on Redemption Date.................................44

ARTICLE XI   MISCELLANEOUS.............................................................44

        SECTION 11.1  Compliance Certificates and Opinions, etc........................44
        SECTION 11.2  Form of Documents Delivered to Indenture Trustee.................46
        SECTION 11.3  Acts of Noteholders..............................................47
        SECTION 11.4  Notices, etc., to Indenture Trustee, Issuer and Rating
                      Agencies.........................................................47
        SECTION 11.5  Notices to Noteholders; Waiver...................................48
        SECTION 11.6  Alternate Payment and Notice Provisions..........................48
        SECTION 11.7  Conflict with Trust Indenture Act................................48
        SECTION 11.8  Effect of Headings and Table of Contents.........................49
        SECTION 11.9  Successors and Assigns...........................................49
        SECTION 11.10 Separability.....................................................49
        SECTION 11.11 Benefits of Indenture............................................49
        SECTION 11.12 Legal Holidays...................................................49
        SECTION 11.13 GOVERNING LAW....................................................49
        SECTION 11.14 Counterparts.....................................................49
        SECTION 11.15 Recording of Indenture...........................................50

</TABLE>


                                     -iii-

<PAGE>

<TABLE>
<S>                   <C>                                                             <C>
        SECTION 11.16 Trust Obligation.................................................50
        SECTION 11.17 No Petition......................................................50
        SECTION 11.18 Inspection.......................................................50
</TABLE>

Exhibit A  Schedule of Receivables
Exhibit B  Form of Sale and Servicing Agreement
Exhibit C  Form of Note Depository Agreement
Exhibit D  Form of Class A-1 Note
Exhibit E  Form of Class A-2 Note



                                      -iv-

<PAGE>

                            CROSS REFERENCE TABLE(1)

TIA                                                                    Indenture
Section                                                                  Section






----------------
(1)  Note: This Cross Reference Table shall not, for any purpose, be deemed
     to be part of this Indenture.
(2)  N.A. means Not Applicable