EXHIBIT 4.2




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                               MASTER INDENTURE



                                    between



                      DAIMLERCHRYSLER AUTO TRUST 200_-_,
                                   as Issuer



                                      and



                         ---------------------------,
                             as Indenture Trustee



                           Dated as of _______, 200_







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<TABLE>
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                               Table of Contents
                                                                                   Page
                                                                                   ----

                                   ARTICLE I
                  Definitions and Incorporation by Reference

        <S>             <C>                                                            <C>
        SECTION 1.02. Incorporation by Reference of Trust Indenture Act..................8
        SECTION 1.03. Rules of Construction..............................................8

                                  ARTICLE II
                                   The Notes


        SECTION 2.01. Form...............................................................9
        SECTION 2.02. Execution, Authentication and Delivery.............................9
        SECTION 2.03. Temporary Notes...................................................10
        SECTION 2.04. [Reserved]........................................................10
        SECTION 2.05. Registration; Registration of Transfer and Exchange...............10
        SECTION 2.06. Mutilated, Destroyed, Lost or Stolen Notes........................11
        SECTION 2.07. Persons Deemed Owner..............................................12
        SECTION 2.08. Payment of Principal and Interest; Defaulted Interest.............12
        SECTION 2.09. Cancellation......................................................13
        SECTION 2.10. Release of Collateral.............................................14
        SECTION 2.11. Book-Entry Notes..................................................14
        SECTION 2.12. Notices to Clearing Agency........................................15
        SECTION 2.13. Definitive Notes..................................................15
        SECTION 2.14. Tax Treatment.....................................................15
        SECTION 2.15. New Issuances.....................................................15


                                  ARTICLE III
                                   Covenants

        SECTION 3.01. Payment of Principal and Interest.................................18
        SECTION 3.02. Maintenance of Office or Agency...................................18
        SECTION 3.03. Money for Payments To Be Held in Trust............................18
        SECTION 3.04. Existence.........................................................20
        SECTION 3.05. Protection of Trust Estate........................................20
        SECTION 3.06. Opinions as to Trust Estate.......................................20
        SECTION 3.07. Performance of Obligations; Servicing of Receivables..............21
        SECTION 3.08. Negative Covenants................................................23
        SECTION 3.09. Annual Statement as to Compliance.................................23
        SECTION 3.10. Issuer May Consolidate, etc., Only on Certain Terms...............24
        SECTION 3.11. Successor or Transferee...........................................25
        SECTION 3.12. No Other Business.................................................26
        SECTION 3.13. No Borrowing......................................................26
        SECTION 3.14. Servicer's Obligations............................................26
        SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities.................26

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        SECTION 3.16. Capital Expenditures..............................................26
        SECTION 3.17. Removal of Administrator..........................................26
        SECTION 3.18. Restricted Payments...............................................26
        SECTION 3.19. Notice of Events of Default.......................................26
        SECTION 3.20. Further Instruments and Acts......................................27

                                  ARTICLE IV
                          Satisfaction and Discharge

        SECTION 4.01. Satisfaction and Discharge of Master Indenture....................27
        SECTION 4.02. Application of Trust Money........................................28
        SECTION 4.03. Repayment of Moneys Held by Paying Agent..........................28

                                   ARTICLE V
                                   Remedies

        SECTION 5.01. Events of Default.................................................28
        SECTION 5.02. Acceleration of Maturity; Rescission and Annulment................30
        SECTION 5.03. Collection of Indebtedness and Suits for Enforcement
                      by Indenture Trustee..............................................30
        SECTION 5.04. Remedies; Priorities..............................................32
        SECTION 5.05. Optional Preservation of the Receivables..........................33
        SECTION 5.06. Limitation of Suits...............................................33
        SECTION 5.07. Unconditional Rights of Noteholders To Receive Principal
                      and Interest......................................................34
        SECTION 5.08. Restoration of Rights and Remedies................................34
        SECTION 5.09. Rights and Remedies Cumulative....................................34
        SECTION 5.10. Delay or Omission Not a Waiver....................................35
        SECTION 5.11. Control by Noteholders............................................35
        SECTION 5.12. Waiver of Past Defaults...........................................35
        SECTION 5.13. Undertaking for Costs.............................................36
        SECTION 5.14. Waiver of Stay or Extension Laws..................................36
        SECTION 5.15. Action on Notes...................................................36
        SECTION 5.16. Performance and Enforcement of Certain Obligations................36

                                  ARTICLE VI
                             The Indenture Trustee

        SECTION 6.01. Duties of Indenture Trustee.......................................37
        SECTION 6.02. Rights of Indenture Trustee.......................................38
        SECTION 6.03. Individual Rights of Indenture Trustee............................39
        SECTION 6.04. Indenture Trustee's Disclaimer....................................39
        SECTION 6.05. Notice of Defaults................................................39
        SECTION 6.06. Reports by Indenture Trustee to Holders...........................39
        SECTION 6.07. Compensation and Indemnity........................................39
        SECTION 6.08. Replacement of Indenture Trustee..................................40

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        SECTION 6.09. Successor Indenture Trustee by Merger.............................41
        SECTION 6.10. Appointment of Co-Indenture Trustee or Separate
                      Indenture Trustee.................................................41
        SECTION 6.11. Eligibility; Disqualification.....................................42
        SECTION 6.12. Preferential Collection of Claims Against Issuer..................43
        SECTION 6.13. Pennsylvania Motor Vehicle Sales Finance Act Licenses.............43

                                  ARTICLE VII
                        Noteholders' Lists and Reports

        SECTION 7.01. Issuer To Furnish Indenture Trustee Names and
                      Addresses of Noteholders..........................................43
        SECTION 7.02. Preservation of Information; Communications to
                      Noteholders.......................................................43
        SECTION 7.03. Reports by Issuer.................................................43
        SECTION 7.04. Reports by Indenture Trustee......................................44

                                 ARTICLE VIII
                     Accounts, Disbursements and Releases

        SECTION 8.01. Collection of Money...............................................44
        SECTION 8.02. Deposit Account...................................................45
        SECTION 8.03. General Provisions Regarding Accounts.............................45
        SECTION 8.04. Release of Trust Estate...........................................46
        SECTION 8.05. Opinion of Counsel................................................46

                                  ARTICLE IX
                            Supplemental Indentures

        SECTION 9.01. Supplemental Indentures Without Consent of Noteholders............47
        SECTION 9.02. Supplemental Indentures with Consent of Noteholders...............48
        SECTION 9.03. Execution of Supplemental Indentures..............................50
        SECTION 9.04. Effect of Supplemental Indenture..................................50
        SECTION 9.05. Conformity with Trust Indenture Act...............................50
        SECTION 9.06. Reference in Notes to Supplemental Indentures.....................50

                                   ARTICLE X
                              Redemption of Notes

        SECTION 10.01.Redemption........................................................50
        SECTION 10.02.Form of Redemption Notice.........................................51
        SECTION 10.03.Notes Payable on Redemption Date..................................51

                                  ARTICLE XI
                                 Miscellaneous

        SECTION 11.01.Compliance Certificates and Opinions, etc.........................51

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        SECTION 11.02.Form of Documents Delivered to Indenture Trustee..................53
        SECTION 11.03.Acts of Noteholders...............................................54
        SECTION 11.04.Notices, etc., to Indenture Trustee, Issuer and Rating
                      Agencies..........................................................55
        SECTION 11.05.Notices to Noteholders; Waiver....................................55
        SECTION 11.06.Alternate Payment and Notice Provisions...........................56
        SECTION 11.07.Conflict with Trust Indenture Act.................................56
        SECTION 11.08.Effect of Headings and Table of Contents..........................56
        SECTION 11.09.Successors and Assigns............................................56
        SECTION 11.10.Separability......................................................56
        SECTION 11.11.Benefits of Master Indenture......................................56
        SECTION 11.12.Legal Holidays....................................................57
        SECTION 11.13.GOVERNING LAW.....................................................57
        SECTION 11.14.Counterparts......................................................57
        SECTION 11.15.Recording of Master Indenture.....................................57
        SECTION 11.16.Trust Obligation..................................................57
        SECTION 11.17.No Petition.......................................................57
        SECTION 11.18.Inspection........................................................58


        EXHIBIT A     Form of Note Depository Agreement................................A-1
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        MASTER INDENTURE dated as of _______, 200_, between DAIMLERCHRYSLER
AUTO TRUST 200_-_, a Delaware business trust (the "Issuer"), and
___________________________, a national banking association, as trustee and
not in its individual capacity (the "Indenture Trustee"). From time to time
the Issuer may issue a Series of Notes pursuant to this Master Indenture and
an Indenture Supplement. If a conflict exists between the provisions of this
Master Indenture and any Indenture Supplement, the provisions of the Indenture
Supplement shall be controlling for the related Series.

                                  ARTICLE I

                  Definitions and Incorporation by Reference

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

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

        "Administration Agreement" means the Administration Agreement dated as
of _______, 200_, among the Administrator, the Issuer and the Indenture
Trustee.


        "Administrator" means DaimlerChrysler Services North America LLC, a
Michigan limited liability company, or any successor Administrator under the
Administration Agreement.


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

        "Authorized Officer" means, with respect to the Issuer, any officer of
the Owner Trustee who is authorized to act for the Owner Trustee in matters
relating to the Issuer and who is identified on the list of Authorized
Officers delivered by the Owner Trustee to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter) and, so long as the Administration Agreement is in effect, any
Vice President or more senior officer of the Administrator who is authorized
to act for the Administrator in matters relating to the Issuer and to be acted
upon by the Administrator pursuant to the Administration Agreement and who is
identified on the list of Authorized Officers delivered by the Administrator
to the Indenture Trustee on the Closing Date (as such list may be modified or
supplemented from time to time thereafter).

        "Basic Documents" means the Certificate of Trust, the Trust Agreement,
the Sale and Servicing Agreement, the Purchase Agreement, the Administration
Agreement, the Note Depository Agreement and other documents and certificates
delivered in connection therewith.

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        "Book-Entry Notes" means a beneficial interest in the Class A-1 Notes,
Class A-2 Notes, Class A-3 Notes and Class A-4 Notes, ownership and transfers
of which shall be made through book entries by a Clearing Agency as described
in Section 2.11.

        "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in The City of New York are
authorized or obligated by law, regulation or executive order to remain
closed.

        "Certificate of Trust" means the certificate of trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement.

        "Class" means any class of notes within a Series or class of
certificates of the Issuer in respect of such Series.

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

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

        "Closing Date" means _______, 200_.

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

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

        "Company" means Premier Receivables L.L.C., a Michigan limited
liability company, any successor in interest and any transferee of the Rights
(as defined in the Purchase Agreement) that becomes such transferee in
accordance with Section 5.06 of the Purchase Agreement.

        "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of execution of this Agreement is
located at ________________________________, Attention: Corporate Trust
Services Division, or at such other address as the Indenture Trustee may
designate from time to time by notice to the Noteholders and the Issuer, or
the principal corporate trust office of any successor Indenture Trustee at the
address designated by such successor Indenture Trustee by notice to the
Noteholders and the Issuer.

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

        "Definitive Notes" has the meaning specified in Section 2.11.

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

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

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

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

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

        "Indenture Supplement" means a supplement to this Master Indenture
specifying the principal terms of any additional Series.

        "Indenture Trustee" means ___________________________, a national
banking association, as Indenture Trustee under this Master Indenture, or any
successor Indenture Trustee under this Master Indenture.

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

        "Independent Certificate" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of Section 11.01, made
by an Independent appraiser or other expert appointed by an Issuer Order and
approved by the Indenture Trustee in the exercise of reasonable care, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Master Indenture and that the signer is Independent
within the meaning thereof.

        "Interest Accrual Period" with respect to any Payment Date and a
Series of the Notes, has the meaning assigned in the related Indenture
Supplement.

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        "Interest Rate" means, with respect to each Class of Notes, the
interest rate specified in the related Indenture Supplement.

        "Issuer" means DaimlerChrysler Auto Trust 200_-_ until a successor
replaces it and, thereafter, means the successor and, for purposes of any
provision contained herein and required by the TIA, each other obligor on the
Notes.

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

        "Majority in Interest" means, with respect to a Series a majority of
the Outstanding Amount of the Notes of that Series.

        "Notes" means the notes of all Series issued by the Issuer pursuant to
this Master Indenture and any applicable Indenture Supplement.

        "Note Depository Agreement" means, with respect to a Series, the
agreement among the Issuer, the Administrator, the Indenture Trustee and The
Depository Trust Company, as the initial Clearing Agency, substantially in the
form of Exhibit A.

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

        "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.05.

        "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any reference in this
Master Indenture to an Officer's Certificate shall be to an Officer's
Certificate of any Authorized Officer of the Issuer.

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

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

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

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

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

provided, that in determining whether the Holders of the requisite Outstanding
Amount of the Notes have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any Basic Document, Notes owned
by the Issuer, any other obligor upon the Notes, the Seller or any Affiliate
of any of the foregoing Persons shall be disregarded and deemed not to be
Outstanding, except that, in determining whether the Indenture Trustee shall
be protected in relying upon any such request, demand, authorization,
direction, notice, consent or waiver, only Notes that the Indenture Trustee
knows to be so owned shall be so disregarded. Notes so owned that have been
pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right
so to act with respect to such Notes and that the pledgee is not the Issuer,
any other obligor upon the Notes, the Seller or any Affiliate of any of the
foregoing Persons.

        "Outstanding Amount" means, with respect to a Series, the aggregate
principal amount of all Notes of that Series, or Class of Notes, as
applicable, Outstanding at the date of determination.

        "Overcollateralization Certificates" has the meaning assigned to such
term in the Trust Agreement.

        "Owner Trustee" means _______________________ , not in its individual
capacity but solely as Owner Trustee under the Trust Agreement, or any
successor Owner Trustee under the Trust Agreement.

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


        "Payment Date" has the meaning assigned to it in the Sale and
Servicing Agreement.

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


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        "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced
by such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.06 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

        "Purchase Agreement" means, with respect to a Series, the Purchase
Agreement between the Seller and the Company specified in the related
Indenture Supplement.


        "Rating Agency Condition" means, with respect to any action in respect
of a Series, that each Rating Agency shall have been given 10 days (or such
shorter period as is acceptable to each Rating Agency) prior notice thereof
and that each of the Rating Agencies shall have notified the Seller, the
Servicer, the Issuer and the Indenture Trustee in writing that such action
will not result in a reduction or withdrawal of the then current rating of the
Notes of that Series.

        "Rating Agency" means Moody's Investors Service ("Moody's") and
Standard & Poor's Ratings Services, a division of The McGraw-Hill Companies,
Inc. ("Standard & Poor's"). If no such organization or successor is any longer
in existence, "Rating Agency" shall be a nationally recognized statistical
rating organization or other comparable Person designated by the Issuer,
notice of which designation shall be given to the Indenture Trustee, the Owner
Trustee and the Servicer. Any notice required to be given to a Rating Agency
pursuant to this Agreement shall also be given to Fitch, although, Fitch shall
not be deemed to be a Rating Agency for any purposes of this Agreement.


        "Record Date" means, with respect to a Payment Date or Redemption
Date, the close of business on the day immediately preceding such Payment Date
or Redemption Date or, if Definitive Notes have been issued pursuant to
Section 2.13, the 15th day of the preceding month.

        "Redemption Date" means, in the case of a redemption of the Notes of a
Series pursuant to Section 10.01, the Payment Date specified by the Servicer
or the Issuer pursuant to Section 10.01.

        "Redemption Price" means in connection with a redemption of the Notes
of a Series pursuant to Section 10.01, an amount equal to the unpaid principal
amount of the Notes redeemed plus accrued and unpaid interest thereon at the
weighted average of the Interest Rates for each Class of Notes being so
redeemed to but excluding the Redemption Date.

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

        "Responsible Officer" means, with respect to the Indenture Trustee,
any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Assistant Treasurer,
Assistant Secretary or any other officer of the Indenture Trustee customarily
performing functions similar to those performed by any of the above designated

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officers and also, with respect to a particular matter, any other officer to
whom such matter is referred because of such officer's knowledge of and
familiarity with the particular subject.


        "Sale and Servicing Agreement" means, with respect to a Series, the
Sale and Servicing Agreement between the Issuer and DaimlerChrysler Services
North America LLC, as Seller and Servicer, specified in the related Indenture
Supplement.


        "Schedule of Receivables" means the list of the Standard Receivables
and the Fixed Value Receivables set forth in Schedule A (which Schedule may be
in the form of microfiche).

        "Securities Act" means the Securities Act of 1933, as amended.


        "Seller" means DaimlerChrysler Services North America LLC, in its
capacity as seller under the Sale and Servicing Agreement, and its successor
in interest.


        "Series" means any series of Notes issued pursuant to this Master
Indenture and the related Indenture Supplement.

        "Series Account" for any Series has the meaning set forth in the
related Indenture Supplement.

        "Series Termination Date" means, for any Series, the date specified in
the related Indenture Supplement.


        "Servicer" means DaimlerChrysler Services North America LLC, in its
capacity as servicer under the Sale and Servicing Agreement, and any Successor
Servicer thereunder.


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

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

        "Telerate Page 3750" means the page so designated on the Dow Jones
Telerate Service or such other page as may replace that page on that service,
or such other service as may be nominated as the information vendor, for the
purpose of displaying London interbank offered rates of major banks.

        "Trust Certificates" has the meaning assigned to such term in the
Trust Agreement.

        "Trust Estate" means, with respect to a Series, all money,
instruments, rights and other property that are subject or intended to be
subject to the lien and security interest of the related Indenture Supplement
for the benefit of the Noteholders of that Series (including, without
limitation, all property and interests Granted to the Indenture Trustee in
respect of such Series), including all proceeds thereof.

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

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

        (b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used but not otherwise defined herein
have the respective meanings set forth in the Sale and Servicing Agreement for
all purposes of this Master Indenture.

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

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

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

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

        SECTION 1.03. Rules of Construction. Unless the context otherwise
requires:

                (i) a term has the meaning assigned to it;

                (ii) an accounting term not otherwise defined has the meaning
        assigned to it in accordance with generally accepted accounting
        principles as in effect from time to time;

                (iii) "or" is not exclusive;

                (iv) "including" means including without limitation;

                (v) words in the singular include the plural and words in the
        plural include the singular; and

                (vi) any agreement, instrument or statute defined or referred
        to herein or in any instrument or certificate delivered in connection
        herewith means such agreement, instrument or statute as from time to
        time amended, modified or supplemented and includes (in the case of
        agreements or instruments) references to all attachments thereto

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        and instruments incorporated therein; references to a Person are also
        to its permitted successors and assigns.

                                  ARTICLE II

                                   The Notes

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

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

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

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

        The Indenture Trustee shall, upon Issuer Order, authenticate and
deliver each Class of Notes issued pursuant to an Indenture Supplement. The
aggregate principal amount of each Class of Notes outstanding at any time may
not exceed such respective amounts of such Classes specified in the related
Indenture Supplement except as provided in Section 2.06.

        Each Note shall be dated the date of its authentication. Except as
otherwise specified in the related Indenture Supplement, the Notes shall be
issuable as registered Notes in the minimum denomination of $1,000 and in
integral multiples thereof.

        No Note shall be entitled to any benefit under this Master Indenture
or its Indenture Supplement or be valid or obligatory for any purpose, unless
there appears on such Note a certificate of authentication substantially in
the form provided for in that Indenture Supplement executed by the 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.

                                      9
<PAGE>

        SECTION 2.03. Temporary Notes. Pending the preparation of definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the
Indenture Trustee shall authenticate and deliver, temporary Notes that 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 Master Indenture as the
officers executing such Notes may determine, as evidenced by their execution
of such Notes.

        If temporary Notes are issued, the Issuer shall cause definitive Notes
to be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes upon
surrender of the temporary Notes at the office or agency of the Issuer to be
maintained as provided in Section 3.02, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer
shall execute, and the 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 Master Indenture as definitive
Notes.

        SECTION 2.04. [Reserved].

        SECTION 2.05. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which the
Issuer shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee initially shall be the "Note
Registrar" for the purpose of registering Notes and transfers of Notes as
herein provided. Upon any resignation of any Note Registrar, the Issuer shall
promptly appoint a successor or, if it elects not to make such an appointment,
assume the duties of Note Registrar.

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

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

        At the option of the Holder, Notes may be exchanged for other Notes of
the same Series and Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, if the
requirements of Section 8-401(a) of the UCC are met the Issuer shall

                                      10
<PAGE>

execute, and the Indenture Trustee shall authenticate and the Noteholder shall
obtain from the Indenture Trustee, the Notes which the Noteholder making the
exchange is entitled to receive.

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

        Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument
of transfer in form satisfactory to the Indenture Trustee 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 the Note Registrar, which requirements include membership or
participation in the Securities Transfer Agent's Medallion Program ("STAMP")
or such other "signature guarantee program" as may be determined by the Note
Registrar in addition to, or in substitution for, STAMP, all in accordance
with the Exchange Act.

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

        The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register
transfers or exchanges of Notes 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 2.06. Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by it to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, and provided that the requirements of Sections 8-405 and
8-406 of the UCC are met, the Issuer shall execute, and upon its request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu
of any such mutilated, destroyed, lost or stolen Note, a replacement Note of
the same Class; provided, however, that if any such destroyed, lost or stolen
Note, but not a mutilated Note, shall have become or within seven days shall
be due and payable, or shall have been called for redemption, instead of
issuing a replacement Note, the Issuer may pay such destroyed, lost or stolen
Note when so due or payable or upon the Redemption Date without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a bona fide purchaser of the original Note in lieu of which such
replacement Note was issued presents for payment such original Note, the
Issuer and the Indenture Trustee shall be entitled to recover such replacement
Note (or such payment) from the Person to whom it was delivered or any Person
taking such replacement Note

                                      11
<PAGE>

from such Person to whom such replacement Note was delivered or any assignee
of such Person, except a bona fide purchaser, and shall be entitled to recover
upon the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

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

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

        SECTION 2.07. Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee and
any agent of the Issuer or the Indenture Trustee may treat the Person in whose
name any Note is registered (as of the day of determination) as the owner of
such Note for the purpose of receiving payments of principal of and interest,
if any, on such Note pursuant to the terms of the applicable Indenture
Supplement and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee or any agent of the
Issuer or the Indenture Trustee shall be affected by notice to the contrary.

        SECTION 2.08. Payment of Principal and Interest; Defaulted Interest.
(a) Each Class of Notes shall accrue interest at its related Interest Rate,
and such interest shall be payable on each Payment Date, subject to Section
3.01. Interest on each Class of Notes will be calculated on the basis of a
360-day year consisting of twelve 30 day months. Interest on the Class A-1
Notes will be calculated on the basis specified in the related Indenture
Supplement. The Issuer will pay interest on each Class of Notes at the related
Interest Rate on each Payment Date on the principal amount of such Class of
Notes outstanding on the preceding Payment Date (after giving effect to all
payments of principal made on the preceding Payment Date), subject to certain
limitations contained in the last sentence of Section 3.01. Any installment of
interest or principal payable on a Note that is punctually paid or duly
provided for by the Issuer on the applicable Payment Date shall be paid to the
Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date by check mailed first-class postage prepaid to
such Person's address as it appears on the Note Register on such Record Date,
except that, unless Definitive Notes have been issued pursuant to Section
2.13, 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

                                      12
<PAGE>

to such Note on a Payment Date or on the applicable class final scheduled
Payment Date (and except for the Redemption Price for any Note called for
redemption pursuant to Section 10.01) which shall be payable as provided
below. The funds represented by any such checks returned undelivered shall be
held in accordance with Section 3.03.

        (b) The principal of each Note shall be payable in installments on
each Payment Date as provided in the forms of the Notes set forth in the
related Indenture Supplement. 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 in respect of a Series, if the Indenture Trustee or Holders of the
Notes of that Series representing not less than a majority of the Outstanding
Amount of the Notes of that Series have declared the Notes of that Series to
be immediately due and payable in the manner provided in Section 5.02. All
principal payments on each Class of Notes shall be made pro rata to the
Noteholders of such Class entitled thereto. The Indenture Trustee shall notify
the Person in whose name a Note is registered at the close of business on the
Record Date preceding the Payment Date on which the Issuer expects that the
final installment of principal of and interest on such Note will be paid. Such
notice shall be mailed or transmitted by facsimile prior to such final Payment
Date and shall specify that such final installment will be payable only upon
presentation and surrender of such Note and shall specify the place where such
Note may be presented and surrendered for payment of such installment. Notices
in connection with redemptions of Notes shall be mailed to Noteholders as
provided in Section 10.02.

        (c) If the Issuer defaults in a payment of interest on any Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest
to the extent lawful) at the applicable Interest Rate in any lawful manner.
The Issuer may pay such defaulted interest to the persons who are Holders of
those Notes on a subsequent special record date, which date shall be at least
five Business Days prior to the payment date. The Issuer shall fix or cause to
be fixed any such special record date and payment date, and, at least 15 days
before any such special record date, the Issuer shall mail to the Holders of
those Notes a notice that states the special record date, the payment date and
the amount of defaulted interest to be paid.

        SECTION 2.09. Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture Trustee
and shall be promptly cancelled by the Indenture Trustee. The Issuer may at
any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Master Indenture. All cancelled Notes
may be held or disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the
Issuer shall direct by an Issuer Order that they be returned to it; provided,
that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.

        SECTION 2.10. Release of Collateral. Subject to Section 11.01 and the
terms of the Basic Documents, the Indenture Trustee shall release property
from the lien of this Master

                                      13
<PAGE>

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.

        SECTION 2.11. Book-Entry Notes. Unless otherwise provided in any
related Indenture Supplement, the Notes of a Series, upon original issuance,
will be issued in the form of typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company, the initial Clearing
Agency, by, or on behalf of, the Issuer. The Book-Entry Notes of each Series
shall be registered initially on the Note Register in the name of Cede & Co.,
the nominee of the initial Clearing Agency, and no Owner thereof will receive
a definitive Note representing such Note Owner's interest in such Note, except
as provided in Section 2.13. Unless and until definitive, fully registered
Notes (the "Definitive Notes") have been issued to such Note Owners pursuant
to Section 2.13:

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

                (ii) the Note Registrar and the Indenture Trustee shall be
        entitled to deal with the Clearing Agency for all purposes of this
        Master Indenture (including the payment of principal of and interest
        on 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;

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

                (iv) 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 pursuant to the Note Depository
        Agreement. Unless and until Definitive Notes are issued pursuant to
        Section 2.13, the initial Clearing Agency will make book-entry
        transfers among the Clearing Agency Participants and receive and
        transmit payments of principal of and interest on the Notes to such
        Clearing Agency Participants; and

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

        SECTION 2.12. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Master Indenture,
unless and until

                                      14
<PAGE>

Definitive Notes shall have been issued to such Note Owners pursuant to
Section 2.13, the 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 such Note Owners.

        SECTION 2.13. Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Book-Entry
Notes of a Series and the Administrator is unable to locate a qualified
successor, (ii) the Administrator at its option advises the Indenture Trustee
in writing that, for such Series, it elects to terminate the book-entry system
through the Clearing Agency or (iii) after the occurrence of an Event of
Default or a Servicer Default, Owners of the Book-Entry Notes representing
beneficial interests aggregating at least a majority of the Outstanding Amount
of such Notes advise the Clearing Agency in writing that the continuation of a
book-entry system through the Clearing Agency is no longer in the best
interests of such Note Owners, then the Clearing Agency shall notify all Note
Owners of that Series and the Indenture Trustee of the occurrence of any such
event and of the availability of Definitive Notes to Note Owners requesting
the same. Upon surrender to the Indenture Trustee of the typewritten Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Indenture Trustee
shall authenticate the Definitive Notes of that Series in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying
on, such instructions. Upon the issuance of Definitive Notes of that Series,
the Indenture Trustee shall recognize the Holders of the Definitive Notes as
Noteholders of that Series.

        SECTION 2.14. Tax Treatment. The Issuer has entered into this Master
Indenture, and the Notes will be issued, with the intention that, for all
purposes including federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness secured by the
Trust Estate. The Issuer, by entering into this Master 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 all purposes including federal, state and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

        SECTION 2.15. New Issuances.

        (a) Pursuant to one or more Indenture Supplements, the Issuer may
direct the Indenture Trustee, on behalf of the Issuer, to authenticate and
deliver one or more new Series of Notes. The Notes of all outstanding Series
shall be equally and ratably entitled to the benefits of this Master Indenture
without preference, priority, or distinction under the terms of this Master
Indenture and the applicable Indenture Supplement except, with respect to any
Series or Class, as provided in that Indenture Supplement and except that the
Notes of a Series shall be secured only by the Collateral granted in the
related Indenture Supplement. Principal and interest on the Notes of all
outstanding Series shall be paid as specified in the related Indenture
Supplements.

        (b) On or before the issuance date of any new Series of Notes, the
Issuer and the Indenture Trustee shall execute and deliver an Indenture
Supplement that will specify the principal terms of that Series. The terms of
that Indenture Supplement may modify or amend the

                                      15
<PAGE>

terms of this Indenture solely as applied to that new Series. Other than any
Series issued pursuant to an Indenture Supplement dated as of the date hereof,
the obligation of the Indenture Trustee to authenticate and deliver the Notes
of any Series and to execute and deliver the related Indenture Supplement is
subject to the satisfaction of the following conditions:

                (i) on or before the ___ Business Day immediately preceding
        the issuance date of the new Series, the Issuer shall have given the
        Indenture Trustee, any provider of credit enhancement (which does not
        include holders of subordinate securities), and the Servicer (if the
        Servicer is not the Seller or an Affiliate) written notice of the
        issuance of that Series and the issuance date thereof. That notice
        shall state the designation of that Series (and any Classes within
        that Series) and (A) its initial principal amount, (B) the interest
        rates of each Class of Notes in that Series (or the method of
        calculating the rates), and (C) if applicable, the provider of any
        credit enhancement for that Series or for any Classes in that Series;

                (ii) the Issuer shall have executed and delivered to the
        Indenture Trustee the related Indenture Supplement, in a form
        satisfactory to the Indenture Trustee and specifying the principal
        terms of the Notes of the new Series;

                (iii) the Issuer shall have delivered to the Indenture Trustee
        (A) notice of the form of any Credit Enhancement and (B) any related
        Credit Enhancement Agreement executed by the Issuer and the provider
        of the Credit Enhancement;

                (iv) each Rating Agency shall have delivered written
        confirmation to the Issuer, the Servicer, and the Indenture Trustee
        that the issuance of the new Series of Notes will satisfy the Rating
        Agency Condition;

                (v) the issuance of the new Series will not result in the
        occurrence of an Event of Default for any Series, and the Issuer shall
        have delivered to the Indenture Trustee an officer's certificate of
        the Issuer dated the issuance date of the new Series (upon which the
        Indenture Trustee may conclusively rely) to the effect that the Issuer
        reasonably believes that that issuance will not result in the
        occurrence of an Event of Default; and

                (vi) the Issuer shall have delivered to the Indenture Trustee
        an Opinion of Counsel to the effect that the issuance of the new
        Series (A) either has been registered under the Securities Act or need
        not be so registered, (B) will not result in the requirement that any
        outstanding Series not registered under the Securities Act be so
        registered, and (C) will not result in the Issuer being required to be
        registered as an investment company under the Investment Company Act
        of 1940.

        (c) Upon satisfaction of the conditions to issuance, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver the Notes of
the new Series as provided in this Indenture and the applicable Indenture
Supplement. Notwithstanding the provisions of this Section, prior to the
execution of any Indenture Supplement, the Indenture Trustee shall be entitled
to receive and rely upon an Opinion of Counsel stating that the execution of
that Indenture Supplement is authorized or permitted by this Indenture and any
Indenture Supplement

                                      16
<PAGE>

relating to any then outstanding Series. The Indenture Trustee may, but shall
not be obligated to, enter into any Indenture Supplement that adversely
affects the Indenture Trustee's own rights, duties, or immunities under this
Indenture.

                                      17
<PAGE>

                                 ARTICLE III

                                  Covenants

        SECTION 3.01. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest, if any, on the Notes of each
Series in accordance with the terms of the Notes, this Master Indenture and
any relevant Indenture Supplement. Without limiting the foregoing, subject to
and in accordance with Section 8.02(c), the Issuer will cause to be
distributed all amounts on deposit in the Deposit Account of a Series and
allocated for distribution to the Noteholders of that Series on a Payment Date
pursuant to the Sale and Servicing Agreement for that Series and as specified
in the related Indenture Supplement. 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 the Issuer to such Noteholder for
all purposes of this Master Indenture and the related Indenture Supplement.

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

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

        On or before the Business Day preceding each Payment Date and
Redemption Date, the Issuer shall allocate or cause to be allocated in the
Deposit Account for each outstanding Series for distribution to the
Noteholders of that Series an aggregate sum sufficient to pay the amounts then
becoming due under the Notes of such outstanding Series, such sum to be held
in trust for the benefit of the Persons entitled thereto, and (unless the
Paying Agent is the Indenture Trustee) shall promptly notify the Indenture
Trustee of its action or failure so to act.

                                      18
<PAGE>

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

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

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

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

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

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

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

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

                                      19
<PAGE>

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

        SECTION 3.04. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or of the United States
of America, in which case the Issuer 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 Master Indenture, the Notes, the Collateral and each
other instrument or agreement included in the Trust Estate.

        SECTION 3.05. Protection of Trust Estate. The Issuer will from time to
time 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:

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

                (ii) perfect, publish notice of or protect the validity of any
        Grant made or to be made by each Indenture Supplement;

                (iii) enforce any of the Collateral; or

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

The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument required to be executed pursuant to this Section 3.05.

        SECTION 3.06. Opinions as to Trust Estate. (a) On the Closing Date,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording and filing of this Master 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 each Indenture Supplement 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.

                                      20
<PAGE>

        (b) On or before March 31, in each calendar year, beginning in 200_,
the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel either
stating that, in the opinion of such counsel, such action has been taken with
respect to the recording, filing, re-recording and refiling of this Master
Indenture, any indentures supplemental hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien
and security interest created by each Indenture Supplement 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
refiling of this Master 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 each
Indenture Supplement until March 31 in the following calendar year.

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

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

        (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Master Indenture, each Indenture
Supplement, the Basic Documents and in the instruments and agreements included
in each Trust Estate, including but not limited to filing or causing to be
filed all UCC financing statements and continuation statements required to be
filed by the terms of this Master Indenture, each Indenture Supplement and
each Sale and Servicing Agreement in accordance with and within the time
periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Basic Document or any provision thereof without the consent of
the Indenture Trustee or the Holders of a Majority in Interest of each Series
adversely affected in any material respect.

        (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default under a Sale and Servicing Agreement, the Issuer shall promptly notify
the Indenture Trustee and the Rating Agencies thereof, and shall specify in
such notice the action, if any, the Issuer is taking with respect to such
default. If a Servicer Default shall arise from the failure of the Servicer to

                                      21
<PAGE>

perform any of its duties or obligations under a Sale and Servicing Agreement
with respect to the Receivables, the Issuer shall take all reasonable steps
available to it to remedy such failure.

        (e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.01
of a Sale and Servicing Agreement, the Issuer shall appoint a successor
servicer (the "Successor Servicer") under that Sale and Servicing Agreement,
and such Successor Servicer shall accept its appointment under that Sale and
Servicing Agreement by a written assumption in a form acceptable to the
Indenture Trustee. In the event that a Successor Servicer has not been
appointed and accepted its appointment at the time when the Servicer ceases to
act as Servicer under a Sale and Servicing Agreement, the Indenture Trustee
without further action shall automatically be appointed the Successor Servicer
under a Sale and Servicing Agreement. The Indenture Trustee may resign as the
Servicer by giving written notice of such resignation to the Issuer and in
such event will be released from such duties and obligations, such release not
to be effective until the date a new servicer enters into a servicing
agreement with the Issuer as provided below. Upon delivery of any such notice
to the Issuer, the Issuer shall obtain a new servicer as the Successor
Servicer under such Sale and Servicing Agreement. Any Successor Servicer other
than the Indenture Trustee shall (i) be an established financial institution
having a net worth of not less than $100,000,000 and whose regular business
includes the servicing of Contracts and (ii) enter into a servicing agreement
with the Issuer having substantially the same provisions as the provisions of
such Sale and Servicing Agreement applicable to the Servicer. If within 30
days after the delivery of the notice referred to above, the Issuer shall not
have obtained such a new servicer under that Sale and Servicing Agreement, the
Indenture Trustee may appoint, or may petition a court of competent
jurisdiction to appoint, a Successor Servicer under that Sale and Servicing
Agreement. In connection with any such appointment, the 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 such
Sale and Servicing Agreement, and in accordance with Section 8.02 of such Sale
and Servicing Agreement, the 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 the Indenture Trustee). If the Indenture Trustee
shall succeed to the Servicer's duties as servicer of the Receivables under
that Sale and Servicing Agreement 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 hereof shall be inapplicable to the
Indenture Trustee in its duties as the successor to the Servicer and the
servicing of the Receivables under that Sale and Servicing Agreement. In case
the Indenture Trustee shall become successor to the Servicer under a Sale and
Servicing Agreement, the Indenture Trustee shall be entitled to appoint as
Servicer any one of its affiliates, provided that it shall be fully liable for
the actions and omissions of such affiliate in such capacity as Successor
Servicer.

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

                                      22
<PAGE>

        (g) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under each Indenture Supplement or the rights
of the Indenture Trustee hereunder or thereunder, the Issuer agrees (i) that
it will not, without the prior written consent of the Indenture Trustee or the
Holders of at least a Majority in Interest of each Series adversely affected
in any material respect, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Collateral (except to the extent
otherwise provided in the related Sale and Servicing Agreement) or the Basic
Documents, or waive timely performance or observance by the Servicer or the
Seller under a Sale and Servicing Agreement; and (ii) that any such amendment
shall not (A) increase or reduce in any manner the amount of, or accelerate or
delay the timing of, distributions that are required to be made for the
benefit of the Noteholders or (B) reduce the aforesaid percentage of the Notes
of a Series that is required to consent to any such amendment, without the
consent of the Holders of all the Outstanding Notes of that Series. If any
such amendment, modification, supplement or waiver shall be so consented to by
the Indenture Trustee or the Holders of a Majority in Interest of each Series
adversely affected in any material respect, the Issuer agrees, promptly
following a request by the Indenture Trustee to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee may deem necessary or appropriate
in the circumstances.

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

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

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

                (iii) (A) permit the validity or effectiveness of this Master
        Indenture or any Indenture Supplement to be impaired, or permit the
        lien of any Indenture Supplement 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 Master Indenture or any Indenture Supplement except as may
        be expressly permitted hereby or by the related Indenture Supplement,
        (B) permit any lien, charge, excise, claim, security interest,
        mortgage or other encumbrance (other than the lien of an Indenture
        Supplement) to be created on or extend to or otherwise arise upon or
        burden any 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 any of the
        Financed Vehicles and arising solely as a result of an action or
        omission of the

                                      23
<PAGE>

        related Obligor) or (C) permit the lien of any Indenture Supplement
        not to constitute a valid first priority (other than with respect to
        any such tax, mechanics' or other lien) security interest in the
        related Trust Estate.

        SECTION 3.09. Annual Statement as to Compliance. The Issuer will
deliver to the Indenture Trustee, within 120 days after the end of each fiscal
year of the Issuer (commencing with the fiscal year 200_) and with respect to
each Series Outstanding, an Officer's Certificate stating, as to the
Authorized Officer signing such Officer's Certificate, that:

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

                (ii) to the best of such Authorized Officer's knowledge, based
        on such review, the Issuer has complied with all conditions and
        covenants under this Master Indenture and the related Indenture
        Supplement throughout such year or, if there has been a default in its
        compliance with 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)
The Issuer shall not consolidate or merge with or into any other Person,
unless:

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

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

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

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

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

                (vi) the Issuer shall have delivered to the Indenture Trustee
        an Officer's Certificate and an Opinion of Counsel each stating that
        such consolidation or merger and

                                      24
<PAGE>

        such supplemental indenture comply with this Article III and that all
        conditions precedent herein provided for relating to such transaction
        have been complied with (including any filing required by the Exchange
        Act).

        (b) The Issuer shall not convey or transfer any of its properties or
assets, including those included in any Trust Estate, to any Person, unless:

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

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

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

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

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

                (vi) the Issuer shall have delivered to the 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 the Issuer in accordance with Section 3.10(a), the Person formed by
or surviving such consolidation

                                      25
<PAGE>

or merger (if other than the Issuer) shall succeed to, and be substituted for,
and may exercise every right and power of, the Issuer under this Master
Indenture and each Indenture Supplement with the same effect as if such Person
had been named as the Issuer herein.

        (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10(b), DaimlerChrysler Auto Trust 200_-_ will
be released from every covenant and agreement of this Master Indenture and
each Indenture Supplement to be observed or performed on the part of the
Issuer with respect to the Notes immediately upon the delivery of written
notice to the Indenture Trustee stating that DaimlerChrysler Auto Trust 200_-_
is to be so released.

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

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

        SECTION 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.09, 4.10, 4.11 and 5.07(b) and Article IX
of each Sale and Servicing Agreement.

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

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

        SECTION 3.17. Removal of Administrator. 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
with such removal.

        SECTION 3.18. Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or
security in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire
or otherwise acquire for value any such ownership or equity interest or
security or (iii) set aside or otherwise segregate any amounts for any such
purpose; provided, however, that the Issuer may make, or cause to be made, (x)
distributions as contemplated by, and to the extent funds are available for
such purpose under, any Sale and Servicing Agreement or the Trust Agreement
and (y) payments to the

                                      26
<PAGE>

Indenture Trustee pursuant to Section 1(a)(ii) of the Administration
Agreement. The Issuer will not, directly or indirectly, make payments to or
distributions from any Deposit Account except in accordance with this Master
Indenture, the related Indenture Supplement and the Basic Documents.

        SECTION 3.19. Notice of Events of Default. The Issuer shall give the
Indenture Trustee and the Rating Agencies prompt written notice of each Event
of Default hereunder, each default on the part of the Servicer or the Seller
of its obligations under any Sale and Servicing Agreement and each default on
the part of the Company or the Seller of its obligations under any Purchase
Agreement.

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

                                  ARTICLE IV

                          Satisfaction and Discharge

        SECTION 4.01. Satisfaction and Discharge of Master Indenture. This
Master Indenture and the Indenture Supplement for a Series shall cease to be
of further effect with respect to the Notes of that Series except as to (i)
rights of registration of transfer and exchange, (ii) substitution of
mutilated, destroyed, lost or stolen Notes, (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon, (iv) Sections
3.03, 3.04, 3.05, 3.08, 3.10, 3.12 and 3.13, (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.07 and the obligations of the Indenture
Trustee under Section 4.02) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Master Indenture with respect
to the Notes, when:

                (A) either:

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

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

                                      27
<PAGE>

                        a. have become due and payable,

                        b. will become due and payable at the final Payment
                Date for that Series within one year, or

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

                and the Issuer, in the case of a., b. or c. above, has
                irrevocably deposited or caused to be irrevocably deposited
                with the Indenture Trustee cash or direct obligations of or
                obligations guaranteed by the United States of America (which
                will mature prior to the date such amounts are payable), in
                trust for such purpose, in an amount sufficient to pay and
                discharge the entire indebtedness on such Notes not
                theretofore delivered to the Indenture Trustee for
                cancellation when due to the applicable final scheduled
                Payment Date or Redemption Date (if such Notes shall have been
                called for redemption pursuant to Section 10.01), as the case
                may be;

               (B) the Issuer has paid or caused to be paid all other sums
        payable by the Issuer hereunder and under and the related Indenture
        Supplement in respect of that Series; and

               (C) the Issuer has delivered to the Indenture Trustee an
        Officer's Certificate, an Opinion of Counsel and (if required by the
        TIA or the Indenture Trustee) an Independent Certificate from a firm
        of certified public accountants, each meeting the applicable
        requirements of Section 11.01(a) and, subject to Section 11.02, each
        stating that all conditions precedent herein provided for relating to
        the satisfaction and discharge of this Master Indenture in respect of
        that Series and the related Indenture Supplement have been complied
        with.

        SECTION 4.02. Application of Trust Money. All moneys deposited with
the Indenture Trustee pursuant to Section 4.01 hereof shall be held in trust
and applied by it, in accordance with the provisions of the related Series of
Notes, this Master Indenture and the related Indenture Supplement, to the
payment, either directly or through any Paying Agent, as the Indenture Trustee
may determine, to the Holders of the particular Notes of that Series for the
payment or redemption of which such moneys have been deposited with the
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 4.03. Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Master Indenture with respect to a
Series of Notes, all moneys then held by any Paying Agent other than the
Indenture Trustee under the provisions of this Master Indenture and the
related Indenture Supplement with respect to such Series of Notes shall, upon
demand of the Issuer, be paid to the Indenture Trustee to be held and applied

                                      28
<PAGE>

according to Section 3.03 and thereupon such Paying Agent shall be released
from all further liability with respect to such moneys.

                                  ARTICLE V

                                  Remedies

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

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

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

                (iii) default in the observance or performance of any covenant
        or agreement of the Issuer made in this Master Indenture or the
        related Indenture Supplement in respect of that Series (other than a
        covenant or agreement, a default in the observance or performance of
        which is elsewhere in this Section specifically dealt with), or any
        representation or warranty of the Issuer made in this Master Indenture
        or the related Indenture Supplement in respect of that Series or in
        any certificate or other writing delivered pursuant hereto or in
        connection herewith (or pursuant to or in connection with the related
        Indenture Supplement) in respect of that Series 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 after there
        shall have been given, by registered or certified mail, to the Issuer
        by the Indenture Trustee or to the Issuer and the Indenture Trustee by
        the Holders of at least 25% of the Investor Interest for that Series,
        a written notice specifying such default or incorrect representation
        or warranty and requiring it to be remedied and stating that such
        notice is a notice of Default hereunder; or

                (iv) the filing of a decree or order for relief by a court
        having jurisdiction in the premises in respect of the Issuer or any
        substantial part of the related 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 the Issuer or for any substantial part of such Trust
        Estate, or ordering the winding-up or liquidation of the Issuer's
        affairs, and such decree or order shall remain unstayed and in effect
        for a period of 60 consecutive days; or

                                      29
<PAGE>

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

The Issuer shall deliver to the Indenture Trustee, within five days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any event which with the giving of notice and the lapse of time would become
an Event of Default under clause (iii), its status and what action the Issuer
is taking or proposes to take with respect thereto. Additional Events of
Default may be designated for any Series and the consequences of their
occurrence shall be set forth, in the related Indenture Supplement.

        SECTION 5.02. Acceleration of Maturity; Rescission and Annulment. If
an Event of Default should occur and be continuing in respect of a Series,
then and in every such case the Indenture Trustee or the Holders of a Majority
in Interest of that Series may declare all the Notes of that Series to be
immediately due and payable, by a notice in writing to the Issuer (and to the
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 in
respect of a Series has been made and before a judgment or decree for payment
of the money due has been obtained by the Indenture Trustee as hereinafter in
this Article V provided, the Holders of a Majority in Interest of that Series,
by written notice to the Issuer and the Indenture Trustee, may rescind and
annul such declaration and its consequences if:

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

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

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

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

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<PAGE>

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

        SECTION 5.03. Collection of Indebtedness and Suits for Enforcement by
Indenture Trustee. (a) The Issuer covenants that if (i) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of five days, or (ii) default is made in
the payment of the principal of or any installment of the principal of any
Note when the same becomes due and payable, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of such
Notes, the whole amount then due and payable on such Notes for principal and
interest, with interest on the overdue principal and, to the extent payment at
such rate of interest shall be legally enforceable, on overdue installments of
interest at the rate borne by such Notes and, in addition thereto, such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and its agents and counsel.

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

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

        (d) In case there shall be pending, relative to the Issuer or any
other obligor upon the Notes of a Series or any Person having or claiming an
ownership interest in the Trust Estate of a Series, 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, or liquidator, sequestrator or similar official
shall have been appointed for or taken possession of the Issuer or its
property or such other obligor or Person, or in case of any other comparable
judicial Proceedings relative to the Issuer or other obligor upon the Notes of
a Series, or to the creditors or property of the Issuer or such other obligor,
the Indenture Trustee, irrespective of whether the principal of any Notes
shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the Indenture Trustee shall have made
any demand pursuant to the provisions of this Section, 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

                                      31
<PAGE>

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

                (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
        the Indenture Trustee on their behalf; and

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

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

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

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

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

                                      32
<PAGE>

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

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

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

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

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

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

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

        (b) If the Indenture Trustee collects any money or property pursuant
to this Article V, it shall pay out the money or property in the order set
forth in the applicable Indenture Supplement.

The Indenture Trustee may fix a record date and payment date for any payment
to the applicable Noteholders pursuant to this Section. At least 15 days
before such record date, the Issuer shall

                                      33
<PAGE>

mail to each Noteholder and the Indenture Trustee a notice that states the
record date, the payment date and the amount to be paid.

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

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

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

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

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

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

                (v) no direction inconsistent with such written request has
        been given to the Indenture Trustee during such 60-day period by the
        Holders of a Majority in Interest of such Series.

It is understood and intended that no one or more Holders of Notes of a Series
shall have any right in any manner whatever by virtue of, or by availing of,
any provision of this Master Indenture or the related Indenture Supplement 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 Master Indenture or the related Indenture
Supplement, except in the manner herein or therein provided.

                                      34
<PAGE>

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

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

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

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

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

        SECTION 5.11. Control by Noteholders. The Holders of a Majority in
Interest of a Series shall have the right to direct the time, method and place
of conducting any Proceeding for any remedy available to the Indenture Trustee
with respect to the Notes of that Series or exercising any trust or power
conferred on the Indenture Trustee regarding the Notes of that Series;
provided that:

                                      35
<PAGE>

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

                (ii) subject to the express terms of Section 5.04, any
        direction to the Indenture Trustee to sell or liquidate the related
        Trust Estate shall be by Holders of Notes of such Series representing
        not less than 100% of the Outstanding Amount of the Notes of such
        Series;

                (iii) if the conditions set forth in Section 5.05 have been
        satisfied and the Indenture Trustee elects to retain the related Trust
        Estate pursuant to such Section, then any direction to the Indenture
        Trustee by Holders of Notes of such Series representing less than 100%
        of the Outstanding Amount of the Notes of such Series to sell or
        liquidate the related Trust Estate shall be of no force and effect;
        and

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

Notwithstanding the rights of Noteholders set forth in this Section, subject
to Section 6.01, the 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 of a Series as provided in Section
5.02, the Holders of a Majority in Interest may waive any past Default or
Event of Default and its consequences for such Series except a Default (a) in
payment of principal of or interest on any of the Notes of such Series 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 of such Series. In the
case of any such waiver, the Issuer, the Indenture Trustee and the Holders of
the Notes of such Series 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 Master 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 Master
Indenture agree, and each Holder of a 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 Master
Indenture or the related Indenture Supplement, or in any suit against the
Indenture Trustee for any action taken, suffered or omitted by it as Indenture
Trustee, the filing by any party litigant in such suit of an undertaking to
pay the costs of such suit, and that such court may in its discretion assess
reasonable costs, including reasonable attorneys' fees, against any party
litigant in such suit, having due regard to the merits and good faith of the
claims or defenses made by such party litigant; but the provisions of this
Section shall not apply to (a) any

                                      36
<PAGE>

suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder of a Series, or group of Noteholders of a Series, in each case
holding in the aggregate more than 10% of the Outstanding Amount of the Notes
of such Series 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 Master Indenture
or the related Indenture Supplement (or, in the case of redemption, on or
after the Redemption Date).

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

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

        SECTION 5.16. Performance and Enforcement of Certain Obligations. (a)
Promptly following a request from the Indenture Trustee to do so and at the
Administrator's expense, the Issuer shall take all such lawful action as the
Indenture Trustee may request to compel or secure the performance and
observance by the Seller or the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with any Sale and Servicing
Agreement or by the Seller or the Company, as applicable, of each of their
obligations under or in connection with any Purchase Agreement, and to
exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with any Sale and Servicing
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller or
the Servicer thereunder and the institution of legal or administrative actions
or proceedings to compel or secure performance by the Seller or the Servicer
of each of their obligations under any Sale and Servicing Agreement.

        (b) If an Event of Default has occurred and is continuing in respect
of a Series, the Indenture Trustee may, and at the direction (which direction
shall be in writing or by telephone (confirmed in writing promptly
thereafter)) of the Holders of 66% of the Outstanding Amount of the Notes of
such Series, shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Seller or the Servicer under or in connection
with the related Sale and Servicing Agreement, or against the Company or the
Seller under or in connection with the

                                      37
<PAGE>

related Purchase Agreement, including the right or power to take any action to
compel or secure performance or observance by any Seller or the Servicer, or
the Company or the Seller, as the case may be, of each of their obligations to
the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the related Sale and Servicing Agreement
or the related Purchase Agreement, as the case may be, and any right of the
Issuer to take such action shall be suspended.

                                  ARTICLE VI

                             The Indenture Trustee

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

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

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

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

        (c) The 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;

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

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

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

                                      38
<PAGE>

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

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

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

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

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

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

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

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

        (e) The Indenture Trustee may consult with counsel, and the advice or
opinion of counsel with respect to legal matters relating to this Master
Indenture, any Indenture Supplement 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 6.03. Individual Rights of Indenture Trustee. The Indenture
Trustee in its individual or any other capacity may become the owner or
pledgee of Notes and may otherwise deal with the Issuer 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, the Indenture Trustee must comply with Sections 6.11 and
6.12.

                                      39
<PAGE>

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

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

        SECTION 6.06. Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder such information as may be required
to enable such holder to prepare its federal and state income tax returns. On
each Payment Date, the Indenture Trustee shall send to each Certificateholder
the statement or statements provided to the Indenture Trustee by the Servicer
pursuant to Section 5.07 of each Sale and Servicing Agreement with respect to
such Payment Date.


        SECTION 6.07. Compensation and Indemnity. The Issuer shall, or shall
cause the Administrator to, pay to the Indenture Trustee from time to time
reasonable compensation for its services pursuant to a fee agreement between
the Administrator and the Indenture Trustee. The Indenture Trustee's
compensation shall not be limited by any law on compensation of a trustee of
an express trust. The Issuer shall, or shall cause the Administrator to,
reimburse the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture
Trustee's agents, counsel, accountants and experts. The Issuer shall, or shall
cause the Administrator to, indemnify the Indenture Trustee against any and
all loss, liability or expense (including attorneys' fees) incurred by it in
connection with the administration of this trust and the performance of its
duties hereunder. The Indenture Trustee shall notify the Issuer and the
Administrator promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer and the Administrator shall
not relieve the Issuer or the Administrator of its obligations hereunder. The
Issuer shall, or shall cause the Administrator to, defend any such claim, and
the Indenture Trustee may have separate counsel and the Issuer shall, or shall
cause the Administrator to, pay the fees and expenses of such counsel. Neither
the Issuer nor the Administrator need reimburse any expense or indemnify
against any loss, liability or expense incurred by the Indenture Trustee
through the Indenture Trustee's own willful misconduct, negligence or bad
faith.


        The Issuer's payment obligations to the Indenture Trustee pursuant to
this Section shall survive the discharge of this Master Indenture. When the
Indenture Trustee incurs expenses after

                                      40
<PAGE>

the occurrence of a Default specified in Section 5.01(iv) or (v) with respect
to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

        SECTION 6.08. Replacement of Indenture Trustee. No resignation or
removal of the Indenture Trustee and no appointment of a successor Indenture
Trustee shall become effective until the acceptance of appointment by the
successor Indenture Trustee pursuant to this Section 6.08. The Indenture
Trustee may resign at any time by so notifying the Issuer. The Holders of a
Majority in Interest of each outstanding Series may remove the Indenture
Trustee by so notifying the Indenture Trustee and may appoint a successor
Indenture Trustee. The Issuer shall remove the Indenture Trustee if:

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

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

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

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

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

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

        If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or a Majority in Interest of each outstanding
Series may petition any court of competent jurisdiction for the appointment of
a successor Indenture Trustee.

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

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

                                      41
<PAGE>

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

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

        SECTION 6.10. Appointment of Co-Indenture Trustee or Separate
Indenture Trustee. (a) Notwithstanding any other provisions of this Master
Indenture, at any time, for the purpose of meeting any legal requirement of
any jurisdiction in which any part of a Trust Estate may at the time be
located, the Indenture Trustee shall have the power and may execute and
deliver all instruments to appoint one or more Persons to act as a co-trustee
or co-trustees, or separate trustee or separate trustees, of all or any part
of the Trust, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholders, such title to such Trust Estate, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Indenture Trustee may consider
necessary or desirable. No co-trustee or separate trustee hereunder shall be
required to meet the terms of eligibility as a successor trustee under Section
6.11 and no notice to Noteholders of the appointment of any co-trustee or
separate trustee shall be required under Section 6.08 hereof.

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

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

                                      42
<PAGE>

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

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

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

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

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

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

        SECTION 6.13. Pennsylvania Motor Vehicle Sales Finance Act Licenses.
The Indenture Trustee shall use its best efforts to maintain the effectiveness
of all licenses required under the Pennsylvania Motor Vehicle Sales Finance
Act in connection with this Master Indenture and the transactions contemplated
hereby until the lien and security interest of this Master Indenture shall no
longer be in effect in accordance with the terms hereof.

                                      43
<PAGE>

                                 ARTICLE VII

                        Noteholders' Lists and Reports

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

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

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

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

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

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

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

                (iii) supply to the Indenture Trustee (and the Indenture
        Trustee shall transmit by mail to all Noteholders described in TIA ss.
        313(c)) such summaries of any information, documents and reports
        required to be filed by the Issuer pursuant to

                                      44
<PAGE>

        clauses (i) and (ii) of this Section 7.03(a) and by rules and
        regulations prescribed from time to time by the Commission.

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

        SECTION 7.04. Reports by Indenture Trustee. If required by TIA ss.
313(a), within 60 days after each February 1 beginning with __________, 200_,
the Indenture Trustee shall mail to each Noteholder as required by TIA ss.
313(c) a brief report dated as of such date that complies with TIA ss. 313(a).
The Indenture Trustee also shall comply with TIA ss. 313(b).

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

                                 ARTICLE VIII

                     Accounts, Disbursements and Releases

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

        SECTION 8.02. Deposit Account. (a) On or prior to the Closing Date for
a Serues, the Issuer shall cause the Servicer to establish and maintain, in
the name of the Indenture Trustee, for the benefit of the Noteholders and the
Certificateholders of such Series, the Deposit Account for such Series as
provided in Section 5.01 of the related Sale and Servicing Agreement.

        (b) On or before each Payment Date, the Total Distribution Amount for
a Series (net of the Servicing Fee for such Payment Date and any previously
unpaid Servicing Fees for such Series, the Cash Release Amount for such Series
and any other distributable amounts for such Series that are to be allocated
for distribution or release to the Seller or the Company) with respect to the
preceding Collection Period will be deposited in the Deposit Account as
provided in Section 5.02 of the related Sale and Servicing Agreement. The
Indenture Trustee shall

                                      45
<PAGE>

allocate amounts in the Deposit Account for distribution to Noteholders in
accordance with Sections 5.05 and 5.06 of the related Sale and Servicing
Agreement.

        (c) On each Payment Date and Redemption Date, the Indenture Trustee
shall distribute all amounts allocated in the Deposit Account for distribution
to the Noteholders in respect of the Notes to the extent of amounts due and
unpaid on the Notes for principal and interest (including any premium) in the
amounts and in the order of priority set forth in the related Indenture
Supplement.

        SECTION 8.03. General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing for a
Series, all or a portion of the funds in the Deposit Account for such Series
shall be invested in Eligible Investments and reinvested by the Indenture
Trustee (or the investment manager referred to in clause (2) of Section
5.01(b) of the related Sale and Servicing Agreement) upon Issuer Order,
subject to the provisions of Section 5.01(b) of such Sale and Servicing
Agreement. All income or other gain from investments of moneys deposited in
the Deposit Account for such Series shall remain on deposit in such Deposit
Account, and any loss resulting from such investments shall be charged to such
account. The Issuer will not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in a Deposit Account
unless the security interest Granted and perfected in such Deposit Account
will continue to be perfected in such investment or the proceeds of such sale,
in either case without any further action by any Person, and, in connection
with any direction to the Indenture Trustee to make any such investment or
sale, if requested by the Indenture Trustee, the Issuer shall deliver to the
Indenture Trustee an Opinion of Counsel, acceptable to the Indenture Trustee,
to such effect.

        (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in the Deposit Account for a
Series resulting from any loss on any Eligible Investment included therein
except for losses attributable to the Indenture Trustee's failure to make
payments on such Eligible Investments issued by the Indenture Trustee, in its
commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

        (c) If (i) the Issuer (or the Servicer or any investment manager
pursuant to Section 5.01(b) of the related Sale and Servicing Agreement) shall
have failed to give investment directions for any funds on deposit in the
related Deposit Account to the Indenture Trustee by 11:00 a.m. Eastern Time
(or such other time as may be agreed by the Issuer and Indenture Trustee) on
any Business Day or (ii) a Default or Event of Default shall have occurred and
be continuing with respect to the Notes of a Series but such Notes shall not
have been declared due and payable pursuant to Section 5.02 or (iii) if such
Notes shall have been declared due and payable following an Event of Default
but amounts collected or receivable from the related Trust Estate are being
applied in accordance with Section 5.05 as if there had not been such a
declaration, then the Indenture Trustee shall, to the fullest extent
practicable, invest and reinvest funds in such Deposit Account in one or more
Eligible Investments.

        SECTION 8.04. Release of Trust Estate. (a) Subject to the payment of
its fees and expenses pursuant to Section 6.07, the Indenture Trustee may, and
when required by the provisions of this Master Indenture shall, execute
instruments to release property from the lien of

                                      46
<PAGE>

any Indenture Supplement, or convey the Indenture Trustee's interest in the
same, in a manner and under circumstances that are not inconsistent with the
provisions of this Master Indenture and the applicable Indenture Supplement.
No party relying upon an instrument executed by the Indenture Trustee as
provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

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

        (c) Each Noteholder, by the acceptance of a Note, acknowledges that
promptly following the Closing Date and each Transfer Date the Indenture
Trustee shall release the lien of the related Indenture Supplement on each
Fixed Value Payment and Fixed Value Finance Charges (subject to Section
5.03(b) of the Sale and Servicing Agreement) assigned by the Issuer to the
Seller, and consents to such release.

        SECTION 8.05. Opinion of Counsel. The Indenture Trustee shall receive
at least seven days notice when requested by the Issuer to take any action
pursuant to Section 8.04(a), accompanied by copies of any instruments
involved, and the Indenture Trustee shall also require, except in connection
with any action contemplated by Section 8.04(c), as a condition to such
action, an Opinion of Counsel, in form and substance satisfactory to the
Indenture Trustee, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
will not materially and adversely impair the security for the Notes or the
rights of the Noteholders in contravention of the provisions of this Master
Indenture; provided, however, that such Opinion of Counsel shall not be
required to express an opinion as to the fair value of the Trust Estate.
Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Indenture Trustee in connection with any such
action.

                                  ARTICLE IX

                            Supplemental Indentures

        SECTION 9.01. Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of any Notes but with prior notice to
the Rating Agencies, the Issuer and the Indenture Trustee, when authorized by
an Issuer Order, at any time and from time to

                                      47
<PAGE>

time, may enter into one or more indentures supplemental hereto (which shall
conform to the provisions of the Trust Indenture Act as in force at the date
of the execution thereof), in form satisfactory to the Indenture Trustee, or
may amend any Indenture Supplement for any of the following purposes:

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

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

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

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

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

                (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 Master Indenture
        or any Indenture Supplement 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
        Master Indenture or any Indenture Supplement to such extent as shall
        be necessary to effect the qualification of this Master Indenture or
        any Indenture Supplement under the TIA or under any similar federal
        statute hereafter enacted and to add to this Master Indenture or any
        Indenture Supplement such other provisions as may be expressly
        required by the TIA; or

                (viii) to provide for the issuance of one or more Series of
        Notes, as provided in this Master Agreement.

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

                                      48
<PAGE>

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

        (c) The issuance of an additional Series and any amendments regarding
the addition or removal of Collateral from the Issuer will not be considered
an amendment requiring Holder consent under the provisions of this Master
Indenture.

        SECTION 9.02. Supplemental Indentures with Consent of Noteholders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also
may, with prior notice to the Rating Agencies and with the consent the Holders
of a Majority in Interest of each materially adversely affected Series of
Notes, by Act of the Holders of such Series delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto
for the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Master Indenture or the related
Indenture Supplement or of modifying in any manner the rights of the Holders
of the Notes of such Series under this Master Indenture; provided, however,
that no such supplemental indenture shall, without the consent of the Holder
of each Outstanding Note affected thereby:

                (i) change the date of payment of any installment of principal
        of or interest on any Note, or reduce the principal amount thereof,
        the Interest Rate thereon or the Redemption Price with respect
        thereto, change the provisions of this Master Indenture relating to
        the application of collections on, or the proceeds of the sale of, a
        Trust Estate to payment of principal of or interest on the related
        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
        Master 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 of a Series, the consent of the Holders of which is required for
        any such supplemental indenture, or the consent of the Holders of
        which is required for any waiver of compliance with certain provisions
        of this Master Indenture or the related Indenture Supplement or
        certain defaults hereunder and their consequences provided for in this
        Master Indenture or the related Indenture Supplement;

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

                                      49
<PAGE>

                (iv) reduce the percentage of the Outstanding Amount of any
        Series required to direct the Indenture Trustee to direct the Issuer
        to sell or liquidate the Trust Estate for such Series pursuant to
        Section 5.04;

                (v) modify any provision of this Section except to increase
        any percentage specified herein or to provide that certain additional
        provisions of this Master Indenture or the related Indenture
        Supplement 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 Master Indenture or
        the related Indenture Supplement in such manner as to affect the
        calculation of the amount of any payment of interest or principal due
        on any Note on any Payment Date (including the calculation of any of
        the individual components of such calculation) or to affect the rights
        of the Holders of Notes to the benefit of any provisions for the
        mandatory redemption of the Notes contained herein or the related
        Indenture Supplement; or

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

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

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

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

        SECTION 9.03. Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modification thereby of the trusts created
by this Master Indenture, the Indenture Trustee shall be entitled to receive,
and subject to Sections 6.01 and 6.02, shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Master Indenture. The Indenture
Trustee may, but shall not be obligated to, enter into any such supplemental
indenture that affects the Indenture Trustee's own rights, duties, liabilities
or immunities under this Master Indenture or otherwise.

                                      50
<PAGE>

        SECTION 9.04. Effect of Supplemental Indenture. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Master
Indenture shall be and shall 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 Master Indenture of the Indenture Trustee, the Issuer
and the Holders of the Notes shall thereafter be determined, exercised and
enforced hereunder subject in all respects to such modifications and
amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of
this Master Indenture for any and all purposes.

        SECTION 9.05. Conformity with Trust Indenture Act. Every amendment of
this Master Indenture and any Indenture Supplement 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
Master Indenture shall then be qualified under the Trust Indenture Act.

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

                                  ARTICLE X

                              Redemption of Notes

        SECTION 10.01. Redemption. To the extent provided in the Indenture
Supplement, Notes of Classes so specified in such Indenture Supplement are
subject to redemption in whole, but not in part, at the direction of the
Servicer pursuant to Section 9.01(a) of the related Sale and Servicing
Agreement, on any Payment Date on which the Servicer exercises its option to
purchase the Trust Estate pursuant to said Section 9.01(a), for a purchase
price equal to the Redemption Price; provided that the Issuer has available
funds in the related Trust Estate sufficient to pay the Redemption Price. The
Servicer or the Issuer shall furnish the Rating Agencies notice of such
redemption. If the outstanding Notes of such Class are to be redeemed pursuant
to this Section, the Servicer or the Issuer shall furnish notice of such
election to the Indenture Trustee not later than 20 days prior to the
Redemption Date and the Issuer shall deposit by 10:00 A.M. New York City time
on the Redemption Date with the Indenture Trustee in the Deposit Account for
such Series the Redemption Price of the Class of Notes to be redeemed,
whereupon all such Class of Notes shall be due and payable on the Redemption
Date upon the furnishing of a notice complying with Section 10.02 to each
Holder of such Class of Notes.

                                      51
<PAGE>

        SECTION 10.02. Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, or by facsimile mailed or transmitted not later than 10 days
prior to the applicable Redemption Date to each Holder of Notes, as of the
close of business on the Record Date preceding the applicable Redemption Date,
at such Holder's address or facsimile number appearing in the Note Register.

        All notices of redemption shall state:

                (i) the Redemption Date;

                (ii) the Redemption Price; and

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

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

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

                                  ARTICLE XI

                                 Miscellaneous

        SECTION 11.01. Compliance Certificates and Opinions, etc. (a) Upon any
application or request by the Issuer to the Indenture Trustee to take any
action under any provision of this Master Indenture, the Issuer shall furnish
to the Indenture Trustee (i) an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Master Indenture relating
to the proposed action have been complied with, (ii) an Opinion of Counsel
stating that in the opinion of such counsel all such conditions precedent, if
any, have been complied with and (iii) (if required by the TIA) an Independent
Certificate from a firm of certified public accountants meeting the applicable
requirements of this Section, except that, in the case of any such application
or request as to which the furnishing of such documents is specifically
required by any provision of this Master 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 Master Indenture shall include:

                                      52
<PAGE>

               (1) 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;

               (2) 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;

               (3) 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

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

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

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

              (iii) Whenever any property or securities are to be released
        from the lien of an Indenture Supplement for a Series, the Issuer
        shall also furnish to the Indenture Trustee an Officer's Certificate
        certifying or stating the opinion of each person signing such
        certificate as to the fair value (within 90 days of such release) of
        the property or securities proposed to be released and stating that in
        the opinion of such person the proposed release will not impair the
        security under such Indenture Supplement in contravention of the
        provisions hereof.

                                      53
<PAGE>

              (iv) Whenever the Issuer is required to furnish to the Indenture
        Trustee an Officer's Certificate certifying or stating the opinion of
        any signer thereof as to the matters described in clause (iii) above,
        the Issuer shall also furnish to the Indenture Trustee an Independent
        Certificate as to the same matters if the fair value of the property
        or securities and of all other property, other than property as
        contemplated by clause (v) below or securities released from the lien
        of the Indenture Supplement for such Series since the commencement of
        the then-current calendar year, as set forth in the certificates
        required by clause (iii) above and this clause (iv), equals 10% or
        more of the Outstanding Amount of the Notes of such Series, 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 of such Series.

              (v) Notwithstanding Section 2.10 or any other provision of this
        Section, the Issuer may, without compliance with the requirements of
        the other provisions of this Section, (A) collect, liquidate, sell or
        otherwise dispose of Receivables and Financed Vehicles as and to the
        extent permitted or required by the Basic Documents, (B) make cash
        payments out of a Deposit Account as and to the extent permitted or
        required by the Basic Documents and (C) convey to the Seller each
        Fixed Value Payment and Fixed Value Finance Charge in accordance with
        Section 8.04(b), so long as the Issuer shall deliver to the Indenture
        Trustee every six months, commencing _______, 200_, an Officer's
        Certificate of the Issuer stating that all the dispositions of
        Collateral described in clauses (A), (B) and (C) above that occurred
        during the preceding six calendar months were in the ordinary course
        of the Issuer's business and that the proceeds thereof were applied in
        accordance with the Basic Documents.

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

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

                                      54
<PAGE>

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

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

        SECTION 11.03. Acts of Noteholders. (a) Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Master Indenture to be given or taken by Noteholders may be embodied in
and evidenced by one or more instruments of substantially similar tenor signed
by such Noteholders in person or by agents duly appointed in writing; and
except as herein otherwise expressly provided such action shall become
effective when such instrument or instruments are delivered to the Indenture
Trustee and, where it is hereby expressly required, to the Issuer. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Noteholders
signing such instrument or instruments. Proof of execution of any such
instrument or of a writing appointing any such agent shall be sufficient for
any purpose of this Master Indenture and (subject to Section 6.01) conclusive
in favor of the Indenture Trustee and the Issuer, if made in the manner
provided in this Section.

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

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

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

        SECTION 11.04. 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
Master Indenture shall be in writing and if such request, demand,
authorization, direction, notice, consent, waiver or act of Noteholders is to
be made upon, given or furnished to or filed with:

                                      55
<PAGE>

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


                (ii) the Issuer by the Indenture Trustee or by any Noteholder
        shall be sufficient for every purpose hereunder if in writing and
        mailed first-class, postage prepaid to the Issuer addressed to:
        DaimlerChrysler Auto Trust 200_-_, in care of Chase Manhattan Bank
        USA, National Association, 500 Stanton Christiana Road, Newark
        Delaware 19713, Attention of Corporate Trustee Administration
        Department, or at any other address previously furnished in writing to
        the Indenture Trustee by the Issuer or the Administrator. The Issuer
        shall promptly transmit any notice received by it from the Noteholders
        to the Indenture Trustee.

        Notices required to be given to the Rating Agencies by the Issuer, the
Indenture Trustee or the Owner Trustee shall be in writing, personally
delivered or mailed by certified mail, return receipt requested, to (i) in the
case of Moody's, at the following address: Moody's Investors Service, Inc.,
ABS Monitoring Department, 99 Church Street, New York, New York 10007, (ii) in
the case of Standard & Poor's, at the following address: Standard & Poor's
Ratings Services, a division of The McGraw-Hill Companies, Inc., 55 Water
Street, New York, New York 10041, Attention of Asset Backed Surveillance
Department, and (iii) in the case of Fitch, at the following address: One
State Street Plaza, New York, N.Y. 10004; or as to each of the foregoing, at
such other address as shall be designated by written notice to the other
parties.


        SECTION 11.05. Notices to Noteholders; Waiver. Where this Master
Indenture provides for notice to Noteholders of any event, such notice shall
be sufficiently given (unless otherwise herein expressly provided) if in
writing and mailed, first-class, postage prepaid to each Noteholder affected
by such event, at such Holder's address as it appears on the Note Register,
not later than the latest date, and not earlier than the earliest date,
prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given.

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

        In case, by reason of the suspension of regular mail service 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 Master Indenture, then any manner of
giving such notice as shall be satisfactory to the Indenture Trustee shall be
deemed to be a sufficient giving of such notice.

                                      56
<PAGE>

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

        SECTION 11.06. Alternate Payment and Notice Provisions.
Notwithstanding any provision of this Master Indenture or any of the Notes to
the contrary, the Issuer may enter into any agreement with any Holder of a
Note providing for a method of payment, or notice by the Indenture Trustee or
any Paying Agent to such Holder, that is different from the methods provided
for in this Master Indenture for such payments or notices. The Issuer will
furnish to the Indenture Trustee a copy of each such agreement and the
Indenture Trustee will cause payments to be made and notices to be given in
accordance with such agreements.

        SECTION 11.07. Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Master 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 Master Indenture) are a part of and govern this
Master Indenture, whether or not physically contained herein.

        SECTION 11.08. Effect of Headings and Table of Contents. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

        SECTION 11.09. Successors and Assigns. All covenants and agreements in
this Master Indenture and the Notes by the Issuer shall bind its successors
and assigns, whether so expressed or not. All agreements of the Indenture
Trustee in this Master Indenture shall bind its successors, co-trustees and
agents.

        SECTION 11.10. Separability. In case any provision in this Master
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 Master Indenture. Nothing in this Master
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 any Trust Estate, any benefit or any legal or
equitable right, remedy or claim under this Master 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 Master 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.

                                      57
<PAGE>

        SECTION 11.13. GOVERNING LAW. THIS MASTER 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 Master Indenture may be executed in
any number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

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

        SECTION 11.16. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Master Indenture or any
Indenture Supplement or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent,
officer, director, employee or agent of the Indenture Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Owner Trustee or the Indenture Trustee or of any successor or
assign of the Indenture Trustee or the Owner Trustee in its individual
capacity, except as any such Person may have expressly agreed (it being
understood that the Indenture Trustee and the Owner Trustee 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 Master Indenture, in the performance of any duties or
obligations of the Issuer hereunder and under each Indenture Supplement, the
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. The Indenture Trustee, by entering into
this Master Indenture, and each Noteholder, by accepting a Note, hereby
covenant and agree that they will not at any time institute against the
Company or the Issuer, or join in any institution against the Company or the
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 Master Indenture, each Indenture Supplement or any of the
Basic Documents.

        SECTION 11.18. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to

                                      58
<PAGE>

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

                                      59
<PAGE>

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

                                    DAIMLERCHRYSLER AUTO TRUST 200_-_,


                                    by:  CHASE MANHATTAN BANK USA, NATIONAL
                                         ASSOCIATION, 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:

                                      60
<PAGE>

                                                                      EXHIBIT A

                      [Form of Note Depository Agreement]


                           Letter of Representations
                    [To be Completed by Issuer and Trustee]


                               [Name of Issuer]
                               [Name of Trustee]
                                                                 ____________
                                                                    [Date]

Attention: General Counsel's Office
The Depository Trust Company
55 Water Street; 49th Floor
New York, NY 10041-0099

        Re:  ______________________________________________________
                              [Issue Description]

Ladies and Gentlemen:


        This letter sets forth our understanding with respect to certain
matters relating to the above-referenced issue (the "Securities"). Trustee
will act as trustee with respect to the Securities pursuant to a trust
indenture dated ________, 199__ (the "Document").
_____________________________________________________ (the "Underwriter") is
distributing the Securities through The Depository Trust Company ("DTC").

        To induce DTC to accept the Securities as eligible for deposit at DTC,
and to act in accordance with its Rules with respect to the Securities, Issuer
and Trustee make the following representations to DTC:


        1. Prior to closing on the Securities on _____________________, 199_,
there shall be deposited with DTC one Security certificate registered in the
name of DTC's nominee, Cede & Co., for each stated maturity of the Securities
in the face amounts set forth on Schedule A hereto, the total of which
represents 100% of the principal amount of such Securities. If, however, the
aggregate principal amount of any maturity exceeds $500 million, one
certificate will be issued with respect to each $500 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount. Each Security certificate shall bear the following
legend:


               Unless this certificate is presented by an authorized
        representative of The Depository Trust Company, a New York corporation
        ("DTC"), to Issuer or its agent for

<PAGE>

        registration of transfer, exchange, or payment, and any certificate
        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.

        2. In the event of any solicitation of consents from or voting by
holders of the Securities, Issuer or Trustee shall establish a record date for
such purposes (with no provision for revocation of consents or votes by
subsequent holders) and shall, to the extent possible, send notice of such
record date to DTC not less than 15 calendar days in advance of such record
date. Notices to DTC pursuant to this Paragraph by telecopy shall be sent to
DTC's Reorganization Department at (212) 709-6896 or (212) 709-6897, and
receipt of such notices shall be confirmed by telephoning (212) 709-6870.
Notices to DTC pursuant to this Paragraph by mail or by any other means shall
be sent to DTC's Reorganization Department as indicated in Paragraph 4.

        3. In the event of a full or partial redemption, Issuer or Trustee
shall send a notice to DTC specifying: (a) the amount of the redemption or
refunding; (b) in the case of a refunding, the maturity date(s) established
under the refunding; and (c) the date such notice is to be mailed to Security
holders or published (the "Publication Date"). Such notice shall be sent to
DTC by a secure means (e.g., legible telecopy, registered or certified mail,
overnight delivery) in a timely manner designed to assure that such notice is
in DTC's possession no later than the close of business on the business day
before or, if possible, two business days before the Publication Date. Issuer
or Trustee shall forward such notice either in a separate secure transmission
for each CUSIP number or in a secure transmission for multiple CUSIP numbers
(if applicable) which includes a manifest or list of each CUSIP number
submitted in that transmission. (The party sending such notice shall have a
method to verify subsequently the use of such means and the timeliness of such
notice.) The Publication Date shall be not less than 30 days nor more than 60
days prior to the redemption date or, in the case of an advance refunding, the
date that the proceeds are deposited in escrow. Notices to DTC pursuant to
this Paragraph by telecopy shall be sent to DTC's Call Notification Department
at (516) 227-4039 or (516) 227-4190. If the party sending the notice does not
receive a telecopy receipt from DTC confirming that the notice has been
received, such party shall telephone (516) 227-4070. Notices to DTC pursuant
to this Paragraph by mail or by any other means shall be sent to:

                         Manager; Call Notification Department
                         The Depository Trust Company
                         711 Stewart Avenue
                         Garden City, NY 11530-4719

        4. In the event of an invitation to tender the Securities (including
mandatory tenders, exchanges, and capital changes), notice by Issuer or
Trustee to Security holders specifying the terms of the tender and the
Publication Date of such notice shall be sent to DTC by a secure means in the
manner set forth in the preceding Paragraph. Notices to DTC pursuant to this
Paragraph and notices of other corporate actions by telecopy shall be sent to
DTC's

                                      2
<PAGE>

Reorganization Department at (212) 709-1093 or (212) 709-1094, and receipt of
such notices shall be confirmed by telephoning (212) 709-6884. Notices to DTC
pursuant to the above by mail or by any other means shall be sent to:

                         Manager; Reorganization Department
                         Reorganization Window
                         The Depository Trust Company
                         7 Hanover Square, 23rd Floor
                         New York, NY 10004-2695

        5. All notices and payment advices sent to DTC shall contain the CUSIP
number of the Securities.

        6. Trustee shall send DTC written notice with respect to the dollar
amount per $1,000 original face value (or other minimum authorized
denomination if less than $1,000 face value) payable on each payment date
allocated as to the interest and principal portions thereof preferably 5, but
not less than 2, business days prior to such payment date. Such notices, which
shall also contain the current pool factor, and special adjustments to
principal/interest rates (e.g., adjustments due to deferred interest or
shortfall), and Trustee contact's name and telephone number, shall be sent by
telecopy to DTC's Dividend Department at (212) 709-1723, or if by mail or by
any other means to:

                         Manager; Announcements
                         Dividend Department
                         The Depository Trust Company
                         7 Hanover Square, 22nd Floor
                         New York, NY 10004-2695

        7. [Note: Issuer must represent one of the following, and cross out
the other:] [The interest accrual period is record date to record date.] [The
interest accrual period is payment date to payment date.]

        8. Trustee must provide DTC, no later than noon (Eastern Time) on the
payment date, CUSIP numbers for each issue for which payment is being sent, as
well as the dollar amount of the payment for each issue. Notification of
payment details should be sent using automated communications.

        9. Interest payments and principal payments that are part of periodic
principal-and-interest payments shall be received by Cede & Co., as nominee of
DTC, or its registered assigns in same-day funds, no later than 2:30 p.m.
(Eastern Time) on each payment date (in accordance with existing arrangements
between Issuer or Trustee and DTC). Absent any other arrangements between
Issuer or Trustee and DTC, such funds shall be wired as follows:

                         The Chase Manhattan Bank
                         ABA 021000021
                         For credit to A/C The Depository Trust Company
                         Dividend Deposit Account 066-026776

                                      3
<PAGE>

Issuer or Trustee shall provide interest payment information to a standard
announcement service subscribed to by DTC. In the unlikely event that no such
service exists, Issuer or Trustee shall provide interest payment information
directly to DTC in advance of the interest payment date as soon as the
information is available. This information should be conveyed directly to DTC
electronically. If electronic transmission is not available, absent any other
arrangements between Trustee and DTC, such information should be sent by
telecopy to DTC's Dividend Department at (212) 709-1723 or (212) 709-1686, and
receipt of such notices shall be confirmed by telephoning (212) 709-1270.
Notices to DTC pursuant to the above by mail or by any other means shall be
sent to:

                         Manager, Announcements
                         Dividend Department
                         The Depository Trust Company
                         7 Hanover Square; 22nd Floor
                         New York, NY 10004-2695

        10. DTC shall receive maturity and redemption payments allocated with
respect to each CUSIP number on the payable date in same-day funds by 2:30
p.m. (Eastern Time). Absent any other arrangements between Trustee and DTC,
such payments shall be wired as follows:

                         The Chase Manhattan Bank
                         ABA 021000021
                         For credit to A/C The Depository Trust Company
                         Redemption Account 066-027306

in accordance with existing SDFS payment procedures in the manner set forth in
DTC's SDFS Paying Agent Operating Procedures, a copy of which has previously
been furnished to Trustee.

        11. DTC shall receive all reorganization payments and CUSIP-level
detail resulting from corporate actions (such as tender offers, remarketings,
or mergers) on the first payable date in same-day funds by 2:30 p.m. (Eastern
Time). Absent any other arrangements between Trustee and DTC, such payments
shall be wired as follows:

                         The Chase Manhattan Bank
                         ABA 021000021
                         For credit to A/C The Depository Trust Company
                         Reorganization Account 066-027608

        12. DTC may direct Issuer or Trustee to use any other number or
address as the number or address to which notices or payments of interest or
principal may be sent.

        13. In the event of a redemption, acceleration, or any other similar
transaction (e.g., tender made and accepted in response to Issuer's or
Trustee's invitation) necessitating a reduction in the aggregate principal
amount of Securities outstanding or an advance refunding of part of the
Securities outstanding, DTC, in its discretion: (a) may request Issuer or
Trustee to issue and authenticate a new Security certificate; or (b) may make
an appropriate notation on the Security certificate indicating the date and
amount of such reduction in principal except in the

                                      4
<PAGE>

case of final maturity, in which case the certificate will be presented to
Issuer or Trustee prior to payment, if required.

        14. In the event that Issuer determines that beneficial owners of
Securities shall be able to obtain certificated Securities, Issuer or Trustee
shall notify DTC of the availability of certificates. In such event, Issuer or
Trustee shall issue, transfer, and exchange certificates in appropriate
amounts, as required by DTC and others.

        15. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Trustee (at which time DTC will confirm with Issuer or
Trustee the aggregate principal amount of Securities outstanding). Under such
circumstances, at DTC's request Issuer and Trustee shall cooperate fully with
DTC by taking appropriate action to make available one or more separate
certificates evidencing Securities to any DTC Participant having Securities
credited to its DTC accounts.

        16. Issuer: (a) understands that DTC has no obligation to, and will
not, communicate to its Participants or to any person having an interest in
the Securities any information contained in the Security certificate(s); and
(b) acknowledges that neither DTC's Participants nor any person having an
interest in the Securities shall be deemed to have notice of the provisions of
the Security certificates by virtue of submission of such certificate(s) to
DTC.

                                      5
<PAGE>

        17. Nothing herein shall be deemed to require Trustee to advance funds
on behalf of Issuer.



Notes:                                          Very truly yours,
------
A.  If there is a Trustee (as defined in
this Letter of Representations), Trustee as   _________________________________
well as Issuer must sign this Letter.  If                 (Issuer)
there is no Trustee, in signing this Letter
Issuer itself undertakes to perform all of    By:______________________________
the obligations set forth herein.              (Authorized Officer's Signature)

B. Schedule B contains statements that DTC    _________________________________
believes accurately describe DTC, the                   (Trustee)
method of effecting book-entry transfers of
securities distributed through DTC, and        By:_____________________________
certain related matters.                       (Authorized Officer's Signature)



Received and Accepted:
THE DEPOSITORY TRUST COMPANY

By:___________________________


cc:     Underwriter
        Underwriter's Counsel

                                      6
<PAGE>


                                                                    SCHEDULE A


                               (Describe Issue)


CUSIP            Principal Amount        Maturity Date           Interest Rate
-----            ----------------        -------------           -------------







                                      7
<PAGE>


                                                                    SCHEDULE B

                      SAMPLE OFFICIAL STATEMENT LANGUAGE
                      DESCRIBING BOOK-ENTRY-ONLY ISSUANCE
                      -----------------------------------
 (Prepared by DTC--bracketed material may be applicable only to certain issues)



        1. The Depository Trust Company ("DTC"), New York, NY, will act as
securities depository for the securities (the "Securities"). The Securities
will be issued as fully-registered securities registered in the name of Cede &
Co. (DTC's partnership nominee). One fully-registered Security certificate
will be issued for [each issue of the Securities, [each] in the aggregate
principal amount of such issue, and will be deposited with DTC. [If, however,
the aggregate principal amount of [any] issue exceeds $500 million, one
certificate will be issued with respect to each $500 million of principal
amount and an additional certificate will be issued with respect to any
remaining principal amount of such issue.]


        2. DTC is a limited-purpose trust company organized under the New York
Banking Law, a "banking organization" within the meaning of the New York
Banking Law, a member of the Federal Reserve System, a "clearing corporation"
within the meaning of the New York Uniform Commercial Code, and a "clearing
agency" registered pursuant to the provisions of Section 17A of the Securities
Exchange Act of 1934. DTC holds securities that its participants
("Participants") deposit with DTC. DTC also facilitates the settlement among
Participants of securities transactions, such as transfers and pledges, in
deposited securities through electronic computerized book-entry changes in
Participants' accounts, thereby eliminating the need for physical movement of
securities certificates. Direct Participants include securities brokers and
dealers, banks, trust companies, clearing corporations, and certain other
organizations. DTC is owned by a number of its Direct Participants and by the
New York Stock Exchange, Inc., the American Stock Exchange, Inc., and the
National Association of Securities Dealers, Inc. Access to the DTC system is
also available to others such as securities brokers and dealers, banks, and
trust companies that clear through or maintain a custodial relationship with a
Direct Participant, either directly or indirectly ("Indirect Participants").
The Rules applicable to DTC and its Participants are on file with the
Securities and Exchange Commission.

        3. Purchases of Securities under the DTC system must be made by or
through Direct Participants, which will receive a credit for the Securities on
DTC's records. The ownership interest of each actual purchaser of each
Security ("Beneficial Owner") is in turn to be recorded on the Direct and
Indirect Participants' records. Beneficial Owners will not receive written
confirmation from DTC of their purchase, but Beneficial Owners are expected to
receive written confirmations providing details of the transaction, as well as
periodic statements of their holdings, from the Direct or Indirect Participant
through which the Beneficial Owner entered into the transaction. Transfers of
ownership interests in the Securities are to be accomplished by entries made
on the books of Participants acting on behalf of Beneficial Owners. Beneficial
Owners will not receive certificates representing their ownership interests in
Securities, except in the event that use of the book-entry system for the
Securities is discontinued.

                                      8
<PAGE>

        4. To facilitate subsequent transfers, all Securities deposited by
Participants with DTC are registered in the name of DTC's partnership nominee,
Cede & Co. The deposit of Securities with DTC and their registration in the
name of Cede & Co. effect no change in beneficial ownership. DTC has no
knowledge of the actual Beneficial Owners of the Securities; DTC's records
reflect only the identity of the Direct Participants to whose accounts such
Securities are credited, which may or may not be the Beneficial Owners. The
Participants will remain responsible for keeping account of their holdings on
behalf of their customers.

        5. Conveyance of notices and other communications by DTC to Direct
Participants, by Direct Participants to Indirect Participants, and by Direct
Participants and Indirect Participants to Beneficial Owners will be governed
by arrangements among them, subject to any statutory or regulatory
requirements as may be in effect from time to time.

        [6. Redemption notices shall be sent to Cede & Co. If less than all of
the Securities within an issue are being redeemed, DTC's practice is to
determine by lot the amount of the interest of each Direct Participant in such
issue to be redeemed.]

        7. Neither DTC nor Cede & Co. will consent or vote with respect to
Securities. Under its usual procedures, DTC mails an Omnibus Proxy to the
Issuer as soon as possible after the record date. The Omnibus Proxy assigns
Cede & Co.'s consenting or voting rights to those Direct Participants to whose
accounts the Securities are credited on the record date (identified in a
listing attached to the Omnibus Proxy).

        8. Principal and interest payments on the Securities will be made to
DTC. DTC's practice is to credit Direct Participants' accounts on payable date
in accordance with their respective holdings shown on DTC's records unless DTC
has reason to believe that it will not receive payment on payable date.
Payments by Participants to Beneficial Owners will be governed by standing
instructions and customary practices, as is the case with securities held for
the accounts of customers in bearer form or registered in "street name," and
will be the responsibility of such Participant and not of DTC, Trustee, or
Issuer, subject to any statutory or regulatory requirements as may be in
effect from time to time. Payment of principal and interest to DTC is the
responsibility of the Issuer or Trustee, disbursement of such payments to
Direct Participants shall be the responsibility of DTC, and disbursement of
such payments to the Beneficial Owners shall be the responsibility of Direct
and Indirect Participants.

        [9. A Beneficial Owner shall give notice to elect to have its
Securities purchased or tendered, through its Participant, to Trustee [or
Tender/Remarketing Agent], and shall effect delivery of such Securities by
causing the Direct Participant to transfer the Participant's interest in the
Securities, on DTC's records, to Trustee [or Tender/Remarketing Agent]. The
requirement for physical delivery of Securities in connection with an optional
tender or a mandatory purchase will be deemed satisfied when the ownership
rights in the Securities are transferred by Direct Participants on DTC's
records and followed by a book-entry credit of tendered Securities to Trustee
[or Tender/Remarketing Agent's] DTC account.]

        10. DTC may discontinue providing its services as securities
depository with respect to the Securities at any time by giving reasonable
notice to Issuer or Agent. Under such

                                      9
<PAGE>

circumstances, in the event that a successor securities depository is not
obtained, Security certificates are required to be printed and delivered.

        11. The Issuer may decide to discontinue use of the system of
book-entry transfers through DTC (or a successor securities depository). In
that event, Security certificates will be printed and delivered.

        12. The information in this section concerning DTC and DTC's
book-entry system has been obtained from sources that Issuer believes to be
reliable, but Issuer takes no responsibility for the accuracy thereof.



                                      10