<PAGE>

                                                                    EXHIBIT 10.2

                                               EXECUTION COPY

                 OAKWOOD ADVANCE RECEIVABLES COMPANY II, L.L.C.

                                    as Issuer

                                       and

                               JPMORGAN CHASE BANK

                              as Indenture Trustee

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

                                    INDENTURE

                          Dated As Of February 1, 2003

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

                 Oakwood Advance Receivables Company II, L.L.C.
               Advance Receivables Backed Notes, Series 2003-ADV1
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                                TABLE OF CONTENTS

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                                                                                                                  Page

                              PRELIMINARY STATEMENT

                                 GRANTING CLAUSE

                                GENERAL COVENANT

                                    ARTICLE I
             DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION
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Section 1.01.           Definitions............................................................................      2
Section 1.02.           Rules of Construction..................................................................     18

                                    ARTICLE II
                                    THE NOTES

Section 2.01.           Forms; Denominations...................................................................     19
Section 2.02.           Execution, Authentication, Delivery and Dating.........................................     19
Section 2.03.           Acknowledgment of Receipt of the Receivables...........................................     20
Section 2.04.           The Notes Generally....................................................................     21
Section 2.05.           Registration of Transfer and Exchange of Notes.........................................     21
Section 2.06.           Mutilated, Destroyed, Lost or Stolen Notes.............................................     23
Section 2.07.           Noteholder Lists.......................................................................     24
Section 2.08.           Persons Deemed Owners..................................................................     24
Section 2.09.           Accounts...............................................................................     24
Section 2.10.           Payments on the Notes..................................................................     26
Section 2.11.           Final Payment Notice...................................................................     29
Section 2.12.           Compliance with Withholding Requirements...............................................     29
Section 2.13.           Cancellation...........................................................................     29
Section 2.14.           Additional Note Balance................................................................     30
Section 2.15.           Reserve Account........................................................................     30
Section 2.16.           Redemption of the Notes................................................................     30
Section 2.17.           Securities Accounts....................................................................     31

                                    ARTICLE III
                            SATISFACTION AND DISCHARGE

Section 3.01.           Satisfaction and Discharge of Indenture................................................     33
Section 3.02.           Application of Trust Money.............................................................     34

                                    ARTICLE IV
                            EVENTS OF DEFAULT; REMEDIES

Section 4.01.           Events of Default......................................................................     34
Section 4.02.           Acceleration of Maturity; Rescission and Annulment.....................................     36
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                                       i
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Section 4.03.           Collection of Indebtedness and Suits for Enforcement by Indenture
                        Trustee................................................................................     37
Section 4.04.           Remedies...............................................................................     39
Section 4.05.           Application of Money Collected.........................................................     40
Section 4.06.           Limitation on Suits....................................................................     40
Section 4.07.           Unconditional Right of Noteholders to Receive Principal and Interest...................     40
Section 4.08.           Restoration of Rights and Remedies.....................................................     41
Section 4.09.           Rights and Remedies Cumulative.........................................................     41
Section 4.10.           Delay or Omission Not Waiver...........................................................     41
Section 4.11.           Control by Noteholders.................................................................     41
Section 4.12.           Waiver of Past Defaults................................................................     42
Section 4.13.           Undertaking for Costs..................................................................     42
Section 4.14.           Waiver of Stay or Extension Laws.......................................................     43
Section 4.15.           Sale of Trust Estate...................................................................     43
Section 4.16.           Action on Notes........................................................................     44

                                    ARTICLE V
                              THE INDENTURE TRUSTEE

Section 5.01.           Certain Duties and Responsibilities....................................................     45
Section 5.02.           Notice of Defaults.....................................................................     48
Section 5.03.           Certain Rights of Indenture Trustee....................................................     48
Section 5.04.           Compensation and Reimbursement.........................................................     49
Section 5.05.           Corporate Indenture Trustee Required; Eligibility......................................     51
Section 5.06.           Authorization of Indenture Trustee.....................................................     51
Section 5.07.           Merger, Conversion, Consolidation or Succession to Business............................     51
Section 5.08.           Resignation and Removal; Appointment of Successor......................................     51
Section 5.09.           Acceptance of Appointment by Successor.................................................     53
Section 5.10.           Unclaimed Funds........................................................................     53
Section 5.11.           Illegal Acts...........................................................................     54
Section 5.12.           Communications by the Indenture Trustee................................................     54
Section 5.13.           Separate Indenture Trustees and Co-Trustees............................................     54

                                    ARTICLE VI
                              REPORTS TO NOTEHOLDERS

Section 6.01.           Reports to Noteholders and Others......................................................     55
Section 6.02.           REMIC Servicer Reports.................................................................     56
Section 6.03.           Access to Certain Information..........................................................     58

                                    ARTICLE VII
                FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

Section 7.01.           Funding Account........................................................................     58
Section 7.02.           Purchase of Additional Receivables.....................................................     59
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                                       ii
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Section 7.03.           REMIC Conversions......................................................................     61

                                    ARTICLE VIII
                        SUPPLEMENTAL INDENTURES; AMENDMENTS

Section 8.01.           Supplemental Indentures or Amendments Without Consent of Noteholders...................     61
Section 8.02.           Supplemental Indentures With Consent of Noteholders....................................     62
Section 8.03.           Delivery of Supplements and Amendments.................................................     63
Section 8.04.           Execution of Supplemental Indentures, etc..............................................     63

                                    ARTICLE IX
                               COVENANTS; WARRANTIES

Section 9.01.           Maintenance of Office or Agency........................................................     63
Section 9.02.           Existence..............................................................................     64
Section 9.03.           Payment of Taxes and Other Claims......................................................     64
Section 9.04.           Validity of the Notes; Title to the Trust Estate; Lien.................................     64
Section 9.05.           Protection of Trust Estate.............................................................     65
Section 9.06.           Nonconsolidation.......................................................................     65
Section 9.07.           Negative Covenants.....................................................................     66
Section 9.08.           Reserved...............................................................................     67
Section 9.09.           Issuer may Consolidate, Etc., only on Certain Terms....................................     67
Section 9.10.           Purchase of Notes......................................................................     68
Section 9.11.           Indemnification........................................................................     68
Section 9.12.           Advance Facility.......................................................................     70

                                    ARTICLE X
                                      AGENT

Section 10.01.          Appointment............................................................................     70
Section 10.02.          Nature of Duties.......................................................................     71
Section 10.03.          Rights, Exculpation, Etc...............................................................     71
Section 10.04.          Reliance...............................................................................     72
Section 10.05.          Indemnification........................................................................     72
Section 10.06.          Agent Individually.....................................................................     72
Section 10.07.          Successor Agent........................................................................     72
Section 10.08.          Collateral Matters.....................................................................     73

                                    ARTICLE XI
                                   MISCELLANEOUS

Section 11.01.          Execution Counterparts.................................................................     74
Section 11.02.          Compliance Certificates and Opinions, etc..............................................     74
Section 11.03.          Form of Documents Delivered to Indenture Trustee.......................................     74
Section 11.04.          Acts of Noteholders....................................................................     75
Section 11.05.          Computation of Percentage of Noteholders...............................................     76
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Section 11.06.          Notice to the Indenture Trustee, the Issuer and Certain Other Persons..................     76
Section 11.07.          Notices to Noteholders; Notification Requirements and Waiver...........................     76
Section 11.08.          Successors and Assigns.................................................................     77
Section 11.09.          Separability Clause....................................................................     77
Section 11.10.          Governing Law..........................................................................     77
Section 11.11.          Effect of Headings and Table of Contents...............................................     77
Section 11.12.          Benefits of Indenture..................................................................     77
Section 11.13.          Recording of Indenture.................................................................     78
Section 11.14.          Non-Recourse Obligation................................................................     78
Section 11.15.          Inspection.............................................................................     78
Section 11.16.          Method of Payment......................................................................     79
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Exhibits

Exhibit A     Form of Note
Exhibit B     Form of Monthly REMIC Servicer Report
Exhibit C-1A  Form of Transferee Certificate for Transfers of Notes to Qualified
              Institutional Buyers
Exhibit C-1B  Form of Transferee Certificate for Transfers of Notes to
              Institutional Accredited Investors
Exhibit D     Form of Payment Date Report
Exhibit E     Form of Excess Amount Payment Report
Exhibit F     Form of Funding Date Report

                                       iv
<PAGE>
        INDENTURE, dated as of February 1, 2003, between OAKWOOD ADVANCE
RECEIVABLES COMPANY II, L.L.C., a Nevada limited liability company, as issuer
(the "Issuer"), and JPMORGAN CHASE BANK, a New York banking corporation, not in
its individual capacity, but solely as Indenture Trustee (the "Indenture
Trustee") under this Indenture.

                              PRELIMINARY STATEMENT

         The Issuer has duly authorized the execution and delivery of this
Indenture to provide for the issuance of its Oakwood Advance Receivables Company
II, L.L.C. Advance Receivables Backed Notes, Series 2003-ADV1 (the "Notes").

         All things necessary to make the Notes, when the Notes are executed by
the Issuer and authenticated and delivered by the Indenture Trustee hereunder
and duly issued by the Issuer, the valid and legally binding obligations of the
Issuer enforceable in accordance with their terms, and to make this Indenture a
valid and legally binding agreement of the Issuer enforceable in accordance with
its terms, have been done.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Indenture Trustee effective as of the
Closing Date, as Indenture Trustee for the benefit of the Secured Parties, all
of the Issuer's right, title and interest in and to (i) the Initial Receivables
and any Additional Receivables and all monies due thereon or paid thereunder or
in respect thereof (including, without limitation, any Repurchase Prices and
proceeds of any sales) on and after the Closing Date; (ii) all rights of the
Issuer as Purchaser under the Receivables Purchase Agreement, including, without
limitation, to enforce the obligations of the Seller thereunder with respect to
the Aggregate Receivables; (iii) the Reimbursement Account, the Note Payment
Account and the Reserve Account, and all monies, "securities," "instruments,"
"accounts" "general intangibles," "chattel paper," "financial assets,"
"investment property" (the terms in quotations are defined in the UCC) and other
property on deposit or credited to the Reimbursement Account, the Note Payment
Account and the Reserve Account from time to time (whether or not constituting
or derived from payments, collections or recoveries received, made or realized
in respect of the Aggregate Receivables or otherwise); (iv) all right, title and
interest of the Issuer as assignee of the Seller to the contractual rights to
payment on the Aggregate Receivables under each REMIC Pooling Agreement and all
related documents, instruments and agreements pursuant to which the Seller
acquired, or acquired an interest in, any of the Aggregate Receivables from each
of the REMIC Trusts; (v) true and correct copies of all books, records and
documents relating to the Aggregate Receivables in any medium, including without
limitation paper, tapes, disks and other electronic media; (vi) all other
monies, securities, reserves and other property now or at any time in the
possession of the Indenture Trustee or its bailee, agent or custodian and
relating to any of the foregoing, including without limitation, any of the
Issuer's funds on deposit in the Funding Account from time to time; and (vii)
all proceeds of the foregoing of every kind and nature whatsoever, including,
without limitation, all proceeds of the conversion thereof, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
rights to payment of any and every kind and other forms of obligations and
receivables, instruments and other property that at any time constitute all or
part
<PAGE>
of or are included in the proceeds of the foregoing ((i) through (vii),
collectively, the "Trust Estate").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

         The Indenture Trustee acknowledges such Grant, accepts the trusts
hereunder in accordance with the provisions hereof, and agrees to perform the
duties herein to the best of its ability such that the interests of the Secured
Parties may be adequately and effectively protected.

                                GENERAL COVENANT

         AND IT IS HEREBY COVENANTED AND DECLARED that the Notes are to be
authenticated and delivered by the Indenture Trustee, that the Trust Estate is
to be held by or on behalf of the Indenture Trustee and that monies in the Trust
Estate are to be applied by the Indenture Trustee for the benefit of the Secured
Parties, subject to the further covenants, conditions and trusts hereinafter set
forth, and the Issuer does hereby represent and warrant, and covenant and agree,
to and with the Indenture Trustee, for the equal and proportionate benefit and
security of each Secured Party, as follows:

                                   ARTICLE I
                        DEFINITIONS AND OTHER PROVISIONS
                             OF GENERAL APPLICATION

         Section 1.01.     Definitions

         Whenever used in this Indenture, including in the Preliminary
Statement, the Granting Clause and the General Covenant hereinabove set forth,
the following words and phrases, unless the context otherwise requires, shall
have the meanings specified in this Section 1.01 or, if not specified in this
Section 1.01, then in the applicable REMIC Pooling Agreement.

         "Accounts": The Reimbursement Account, the Reserve Account, the Funding
Account and the Note Payment Account.

         "Act": As defined in Section 11.04 hereof.

         "Accrual Period": With respect to the Notes and any Payment Date, the
period commencing on and including the Payment Date in the month preceding such
Payment Date (or, in the case of the initial Accrual Period, the Closing Date)
and ending on and including the day preceding such Payment Date.

         "Additional Note Balance": With respect to any Funding Date, the amount
of additional principal of the Notes advanced by the Tranche B Lenders on such
Funding Date in accordance with the Note Purchase Agreement.

                                       2
<PAGE>
         "Additional Receivables": With respect to each Funding Date after the
Closing Date, the Receivables sold and contributed by the Seller to the Issuer
on such Funding Date and Granted by the Issuer to the Trust Estate.

         "Affiliate": With respect to any specified Person, for purposes of this
Indenture only, any other Person that directly, or indirectly through one or
more intermediaries, controls or is controlled by, or is under common control
with, the person specified. For the purposes of this definition, "control" when
used with respect to any specified Person means the power to direct the
management and policies of such Person, directly or indirectly, whether through
the ownership of voting securities or other beneficial interest, by contract or
otherwise; and the terms "controlling" and "controlled" have the meanings
correlative to the foregoing.

         "Agent": Greenwich Capital Financial Products, Inc. and its successors
and assigns as agent under this Indenture and, as the context indicates, as
agent for the Tranche A Lenders pursuant to the Tranche A Revolving Loan
Documents.

         "Aggregate Receivables": All Initial Receivables and all Additional
Receivables.

         "Asset": As defined in the REMIC Pooling Agreements or, with respect to
the Merrill Lynch Pooling Agreement, shall mean "Contract" as defined therein.

         "Authenticating Agent": As defined in Section 2.02(b).

         "Authorized Officer": With respect to the Issuer, any officer of the
Issuer who is authorized to act for the Issuer and who is identified on the list
of authorized officers delivered by the Issuer to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

         "Available Amount": With respect to any Payment Date, the sum of (i)
all funds on deposit in the Reimbursement Account as of the close of business on
the last day of the Collection Period then most recently concluded (including
amounts earned on Permitted Investments) plus (ii) all other funds to be
deposited to the Note Payment Account from any other Account on or before such
Payment Date, including, without limitation, the amount of any payments made by
the Borrowers or the Tranche A SPE under the Tranche B Guaranties in respect of
such Payment Date.

         "Borrowers": As defined in the Tranche A Agreement.

         "Business Day": Any day other than a Saturday, a Sunday or a day on
which banking institutions are authorized or obligated by law or executive order
to remain closed in New York, New York, Greenwich, Connecticut, Omaha, Nebraska,
Greensboro, North Carolina or in any other city in which the Corporate Trust
Office of the Indenture Trustee is located.

         "Cash": Coin or currency of the United States or immediately available
federal funds, including such funds delivered by wire transfer.

         "Cash Purchase Price": As defined in Section 1.01 of the Receivables
Purchase Agreement.

                                       3
<PAGE>
         "Certificate Account": As defined in the REMIC Pooling Agreements or,
with respect to the Oakwood Acceptance Corporation, Series 1994-1 Pooling
Agreement, the Oakwood Acceptance Corporation, Series 1995-1 Pooling Agreement
and the Oakwood Acceptance Corporation, Series 1996-1 Pooling Agreement, shall
mean "Custodial P&I Account" as defined therein.

         "Class Exemption": A class exemption granted by the DOL, which provides
relief from some or all of the prohibited transaction provisions of ERISA and
the related excise tax provisions of the Code.

         "Closing Date": February 14, 2003.

         "Code": The Internal Revenue Code of 1986 and regulations promulgated
thereunder, including proposed regulations to the extent that, by reason of
their proposed effective date, could, as of the date of any determination or
opinion as to the tax consequences of any action or proposed action or
transaction, be applied to the Notes.

         "Collateral": Individually and collectively, the assets constituting
the Trust Estate from time to time.

         "Collateral Coverage Requirement": With respect to any date, the
requirement that the Collateral Value of the Collateral shall be greater than or
equal to the Note Principal Balance as of such date (after giving effect to any
purchase of Additional Note Balance or Additional Receivables on such date).

         "Collateral Value": With respect to the Collateral as of any date, the
sum of (a) the product of (i) the outstanding Receivable Balances of the
Eligible Receivables relating to Pool-Level Advances and (ii) the applicable
Discount Factor, (b) the product of (i) the outstanding Receivable Balances of
the Eligible Receivables relating to Loan-Level Advances and (ii) the applicable
Discount Factor, and (c) the amount of funds on deposit in the Accounts other
than the Reserve Account (including the par amount of all Permitted Investments
in such Accounts); provided, however, that the Collateral Value of the
Receivables with respect to any REMIC Trust for which a REMIC Termination Event
has occurred (and, with respect to an event described in clause (c) of the
definition of REMIC Termination Event, is continuing) shall be zero.

         "Collection Period": With respect to any Payment Date, the calendar
month preceding the calendar month in which such Payment Date occurs, except
that, with respect to the Initial Payment Date, the Collection Period shall
begin on the Closing Date and end on February 28, 2003.

         "Commitment": As defined in the Note Purchase Agreement.

         "Control Agreement": The Depository Account Control Agreement, dated as
of January 28, 2003, by and among JPMorgan Chase Bank, Oakwood Tranche A
Servicing Advance Receivables Company, LLC and Greenwich Capital Financial
Products, Inc., as agent for the Tranche A Lenders and as agent for the
Indenture Trustee for the benefit of the Secured Parties.

                                       4
<PAGE>
         "Control Person": With respect to any Person, any other Person that
constitutes a "controlling person" within the meaning of Section 15 of the 1933
Act.

         "Corporate Trust Office": The principal corporate trust offices of the
Indenture Trustee at which at any particular time its corporate trust business
with respect to the Issuer shall be administered, which offices at the Closing
Date are located at (i) for Note transfer purposes, 4 New York Plaza, 6th
Floor, New York, New York, 10004, Attention: Corporate Trust Services - Oakwood
Advance Receivables Company II, L.L.C. and (ii) for all other purposes, at 4 New
York Plaza, 6th Floor, New York, New York, 10004, Attention: Corporate Trust
Services - Oakwood Advance Receivables Company II, L.L.C.

         "Daily Interest Amount": With respect to each day and the related
Accrual Period, an amount equal to (x) the Floating Rate times (y) the Note
Principal Balance as of the preceding Business Day after giving effect to all
changes to the Note Principal Balance on or prior to such preceding Business Day
times (z) a fraction, the numerator of which is one and the denominator of which
is 360.

         "Debtors": As defined in the Tranche A Agreement.

         "Delinquency Ratio": With respect to any REMIC Trust and any date, a
ratio, expressed as a percentage, the numerator of which is the Unpaid Principal
Balance of Assets 30 days or more delinquent, and the denominator of which is
the Unpaid Principal Balance of all Assets in such REMIC Trust

         "Discount Factor": With respect to Pool-Level Advances, 99% and with
respect to Loan-Level Advances, 90%.

         "DOL": The United States Department of Labor or any successor in
interest with respect to P&I Advances.

         "DOL Regulations": The regulations promulgated by the DOL at 29
C.F.R. Section 2510.3-101.

         "Eligible Account": Any of (i) an account maintained with a federal or
state chartered depository institution or trust company, the long-term deposit
or long-term unsecured debt obligations of which (or of such institution's
parent holding company) are rated "A" or better by Fitch, A2 or better by
Moody's and "AA-"or better by S&P if the deposits are to be held in the account
for more than 30 days, or the short-term deposit or short-term unsecured debt
obligations of which (or of such institution's parent holding company) are rated
"F1" or better by Fitch, "P-1" or better by Moody's and "A-1+" or better by S&P
if the deposits are to be held in the account for 30 days or less, in any event
at any time funds are on deposit therein, or (ii) a segregated trust account
maintained with a federal or state chartered depository institution or trust
company acting in its fiduciary capacity, which, in the case of a state
chartered depository institution or trust company is subject to regulations
regarding fiduciary funds on deposit therein substantially similar to 12 CFR
Section 9.10(b), and which, in either case, has a combined capital and surplus
of at least $50,000,000 and is subject to supervision or examination by federal
or state authority, or (iii) any other account that is acceptable to the
Majority Noteholders. Eligible Accounts may bear interest.

                                       5
<PAGE>
         "Eligible Receivable": A Receivable that satisfies the applicable
representations and warranties set forth in the Receivables Purchase Agreement.

         "Entitlement Order": As defined in Section 8-102(a)(8) of the UCC.

         "ERISA": The Employee Retirement Income Security Act of 1974, as
amended.

         "Event of Default": As defined in Section 4.01 hereof.

         "Excess Amount": As of any date, the lesser of (a) the excess, if any,
of (A) the Collateral Value of the Collateral minus the Expense Reserve, over
(B) the Note Principal Balance as of such date and (b) the excess, if any, of
(A) the amount of Net Proceeds on deposit in the Reimbursement Account on such
date, over (B) the Expense Reserve.

         "Excess Overcollateralization": As of any Payment Date, (i) the lesser
of (a) the excess, if any, of (A) the Collateral Value of the Collateral (after
taking into account all payments pursuant to clauses (i) through (vi) of Section
2.10(c)), over (B) the Note Principal Balance as of such date and (b) the
remaining Available Amount after payment of all amounts required to be paid
pursuant to clauses (i) through (vi) of Section 2.10(c) on such Payment Date.

         "Expense Reserve": As of any date, the amount required to make all of
the payments specified in Section 2.10(c)(i) through (vi) (which, in the case of
amounts payable pursuant to Sections 2.10(c)(i)(B), (ii), (iii) and (v), have
been noticed or invoiced to the REMIC Servicer or the Issuer and the Indenture
Trustee prior to the commencement of the related Collection Period) on the
immediately succeeding Payment Date.

         "Extension Advances": With respect to an Asset for which the REMIC
Servicer has entered into an extension of the final maturity date with the
related Obligor or for which one or more scheduled payments have been postponed
as a result of a bankruptcy proceeding involving the related Obligor, the
aggregate P&I Advance made by the REMIC Servicer in connection with such
extension or postponement.

         "FDIC": Federal Deposit Insurance Corporation or any successor.

         "Final Payment Date": The Payment Date on which the final payment on
the Issuer Obligations is made hereunder by reason of all principal, interest
and other amounts due and payable on such Issuer Obligations having been paid or
the Collateral having been exhausted.

         "Financial Asset": As defined in Section 8-102(a)(9) of the UCC.

         "Fitch": Fitch, Inc., a nationally recognized statistical rating
organization under the federal securities laws.

         "Floating Rate": With respect to each Accrual Period, LIBOR plus (i)
5.00% per annum or (ii) upon the occurrence of an Event of Default, 7.00% per
annum; provided, that the Floating Rate shall not be less than 7.5% per annum.

                                       6
<PAGE>
         "Funding Account": The segregated account, or accounts, each of which
shall be an Eligible Account, established and maintained pursuant to Section
2.09 and entitled "JPMorgan Chase Bank, as Indenture Trustee in trust for the
Noteholders of the Oakwood Advance Receivables Company II, L.L.C. Advance
Receivables Backed Notes, Series 2003-ADV1, Funding Account." The Funding
Account may be a sub-account of the Reimbursement Account.

         "Funding Conditions": As defined in Section 7.02.

         "Funding Date": During the Funding Period, (i) the Closing Date; (ii)
the Business Day immediately preceding the 15th day of each month; and (iii) the
15th day of each month or, if such day is not a Business Day, the immediately
succeeding Business Day.

         "Funding Date Report": As defined in Section 6.02(c).

         "Funding Interruption Event": Any condition or event that with notice
or the passage of time, or both, would constitute an Event of Default.

         "Funding Period": The period beginning on the Closing Date and ending
upon the earlier to occur of (i) the Maturity Date and (ii) the occurrence of a
Funding Termination Event.

         "Funding Termination Event": Immediately upon the sending of notice by
the Agent to the Indenture Trustee and the REMIC Servicer of the occurrence of
an Event of Default.

         "GAAP": Such accounting principles as are generally accepted in the
United States.

         "Grant": To mortgage, pledge, bargain, sell, warrant, alienate, demise,
convey, assign, transfer, create and grant a security interest in and right of
setoff against, deposit, set over and confirm. A Grant of Collateral shall
include all rights, powers and options (but none of the obligations) of the
granting party thereunder, including without limitation 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 monies and
proceeds 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 which the granting party is or may be
entitled to do or receive thereunder or with respect thereto.

         "Gross Proceeds": On any date, all of the P&I Advance Reimbursement
Amounts withdrawn from the Certificate Accounts for each of the REMIC Trusts
pursuant to each of the related REMIC Pooling Agreements on such date plus the
aggregate amount of Extension Advances paid into the Reimbursement Account on
such date pursuant to Section 2.09(c).

         "Indemnified Parties": As defined in Section 10.01(b).

         "Indenture": This instrument as originally executed or as it may be
supplemented or amended from time to time by one or more indentures supplemental
hereto entered into pursuant to the applicable provisions hereof.

                                       7
<PAGE>
         "Indenture Trustee": JPMorgan Chase Bank, a New York banking
corporation, in its capacity as trustee under this Indenture, or its successor
in interest, or any successor trustee appointed as provided in this Indenture.

         "Indenture Trustee Fee": The fee payable to the Indenture Trustee on
each Payment Date for services rendered under this Indenture, which shall be
equal to $3,000.00 per month.

         "Independent": When used with respect to any specified Person, any such
Person who (i) is in fact independent of the Indenture Trustee, the Issuer, the
Seller, OAC LLC and any and all Affiliates thereof, (ii) does not have any
direct financial interest in or any material indirect financial interest in any
of the Indenture Trustee, the Issuer, the Seller, OAC LLC or any Affiliate
thereof, and (iii) is not connected with the Indenture Trustee, the Issuer, the
Seller, OAC LLC or any Affiliate thereof as an officer, employee, promoter,
underwriter, trustee, partner, director or Person performing similar functions;
provided, however, that a Person shall not fail to be Independent of the
Indenture Trustee, the Issuer, the Seller, OAC LLC or any Affiliate thereof
merely because such Person is the beneficial owner of 1% or less of any class of
securities issued by the Indenture Trustee, the Issuer, the Seller, OAC LLC or
any Affiliate thereof, as the case may be. The Indenture Trustee may rely, in
the performance of any duty hereunder, upon the statement of any Person
contained in any certificate or opinion that such Person is Independent
according to this definition.

         "Initial Note Balance": The Cash Purchase Price of the Initial
Receivables granted on the initial Funding Date hereunder. The Initial Note
Balance will be determined on the initial Funding Date.

         "Initial Payment Date": March 7, 2003.

         "Initial Receivables": The Receivables sold and contributed by the
Seller to the Issuer on the Closing Date pursuant to the Receivables Purchase
Agreement and Granted by the Issuer to the Trust Estate.

         "Institutional Accredited Investor": An "accredited investor" as
defined in any of paragraphs (1), (2), (3) and (7) of Rule 501(a) under the 1933
Act or any entity in which all of the equity owners come within such paragraphs.

         "Interest Carryover Shortfall": With respect to any Payment Date, the
excess of (i) the sum of (a) the Interest Distributable Amount for the Notes for
such Payment Date and (b) without duplication, any unpaid Interest Carryover
Shortfall for any preceding Payment Date plus interest thereon accrued from the
preceding Payment Date to the current Payment Date at the Default Rate over (ii)
the amount of interest, if any, actually paid to Noteholders on such Payment
Date.

         "Interest Distributable Amount": With respect to any Payment Date and
the related Accrual Period, an amount equal to the sum of the Daily Interest
Amounts for all days in the related Accrual Period.

         "Interest Rate Adjustment Date": The first day of each Accrual Period.

                                       8
<PAGE>
         "Interested Person": As of any date of determination, any of the
Debtors or any of their respective Affiliates.

         "IRS": The United States Internal Revenue Service.

         "Issuer": Oakwood Advance Receivables Company II, L.L.C., a Nevada
limited liability company, or its successor in interest.

         "Issuer Obligations": means all of Issuer's obligations to pay all
interest and principal of the Notes and all other obligations and liabilities of
Issuer arising under, or in connection with, the Transaction Documents, whether
now existing or hereafter arising.

         "Issuer Request" or "Issuer Order": A written request or order signed
in the name of the Issuer by an Authorized Officer of the Issuer.

         "LIBOR": With respect to each Interest Rate Adjustment Date, the rate
for United States dollar deposits, rounded, if necessary, to the nearest
0.00001%, appearing on Telerate Page 3750 as the London interbank offered rate
for one-month United States dollar deposits at approximately 11:00 a.m., London
time, on the related LIBOR Determination Date, or, if that day is not a LIBOR
Business Day, the next succeeding LIBOR Business Day. If, on any Interest Rate
Adjustment Date, such rate does not appear on Telerate Page 3750, LIBOR shall be
the arithmetic mean of the offered quotations of the reference banks to prime
banks in the London interbank market for one-month United States dollar deposits
in Europe by reference to requests for quotations to the reference banks as of
approximately 11:00 a.m. (London time) on the Interest Rate Adjustment Date. If,
on any Interest Rate Adjustment Date, at least two of the reference banks
provide such quotations, LIBOR shall equal such arithmetic mean of such
quotations. If, on any Interest Rate Adjustment Date, only one or none of the
reference banks provide such quotations, LIBOR shall be deemed to be the
arithmetic mean of the offered quotations that leading banks in the City of New
York are quoting on the relevant Interest Rate Adjustment Date for such
one-month United States dollar deposits in Europe. The Indenture Trustee shall
determine LIBOR for each Accrual Period and the related Payment Date and the
determination of LIBOR by the Indenture Trustee shall be binding absent manifest
error.

         "LIBOR Business Day": Any day on which commercial banks are open for
international business (including dealings in United States dollar deposits in
London, England).

         "LIBOR Determination Date": With respect to any Accrual Period, the
second LIBOR Business Day preceding the Interest Rate Adjustment Date (or, in
the case of the initial Accrual Period, the second LIBOR Business Day preceding
the Closing Date).

         "Lien" means any mortgage, deed of trust, pledge, lien (statutory or
otherwise), security interest, lease, easement, title defect, restriction, levy,
execution, seizure, attachment, charge or other encumbrance or security or
preferential arrangement of any nature, including, without limitation, any
conditional sale or title retention arrangement, any capitalized lease and any
assignment, deposit arrangement or financing lease intended as, or having the
effect of, security.

         "LLC Interests": All of the ownership interest in the Issuer.

                                       9
<PAGE>
         "Loan-Level Advance": Any P&I Advance with respect to the Loan-Level
REMIC Trusts.

         "Loan-Level REMIC Trusts": The REMIC Trusts listed on Schedule I hereto
as the same may be amended from time to time in accordance with Section 7.03.

         "Majority Noteholders": As defined in Section 4.11.

         "Maturity Date": With respect to the Notes, the date which is the
earliest of (i) the date of the substantial consummation (as defined in Section
1101(2) of the Bankruptcy Code) of a plan of reorganization in the Chapter 11
Cases that has been confirmed by an order of the Bankruptcy Court, (ii) October
15, 2003, (iii) the date of the consummation of any sale of a material portion
of any Borrower's assets (excluding Permitted Dispositions), whether under
Section 363 of the Bankruptcy Code, a confirmed plan of reorganization or
otherwise; (iv) the date of the conversion of any of the Chapter 11 Cases to a
case under Chapter 7 of the Bankruptcy Code; (v) the date of the dismissal of
any of the Chapter 11 Cases; or (vi) such earlier date on which (A) the Notes
shall have been accelerated pursuant to Section 4.02 of this Indenture or (B)
the Notes shall have been paid in full and the Commitment and the Transaction
Documents shall have been terminated.

         "Merrill Lynch Pooling Agreement": The Pooling and Servicing Agreement,
dated as of April 1, 1994, among Merrill Lynch Mortgage Investors, Inc., Oakwood
Acceptance Corporation and NationsBank of Virginia, N.A., as the same may be
amended, supplemented or otherwise modified from time to time.

         "Moody's": Moody's Investors Service, Inc., a nationally recognized
statistical rating organization under the federal securities laws.

         "Net Proceeds": On any date, Gross Proceeds minus the sum of Successor
Proceeds and Tranche A Lender Proceeds.

         "1933 Act": The Securities Act of 1933, as amended, and the rules,
regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1934 Act": The Securities Exchange Act of 1934, as amended, and the
rules, regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1939 Act": The Trust Indenture Act of 1939, as amended, and the rules,
regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

         "1940 Act": The Investment Company Act of 1940, as amended, and the
rules, regulations and published interpretations of the Securities and Exchange
Commission promulgated thereunder from time to time.

                                       10
<PAGE>
         "Note": Any of the Issuer's Advance Receivables Backed Notes, Series
2003-ADV1, executed, authenticated and delivered hereunder.

         "Note Payment Account": The segregated account or accounts, each of
which shall be an Eligible Account, established and maintained pursuant to
Section 2.09 and entitled "JPMorgan Chase Bank, as Indenture Trustee in trust
for the Noteholders of the Oakwood Advance Receivables Company II, L.L.C.
Advance Receivables Backed Notes, Series 2003-ADV1, Note Payment Account." The
Note Payment Account may be a sub-account of the Reimbursement Account.

         "Note Principal Balance": With respect to the Notes, as of any date of
determination (a) the sum of the Initial Note Balance and all Additional Note
Balances purchased on or prior to such date pursuant to the Note Purchase
Agreement less (b) all amounts previously distributed in respect of principal of
the Notes on or prior to such date.

         "Note Purchase Agreement": The Note Purchase Agreement, dated as of
February 1, 2003, between the Issuer, the Tranche B Lenders and Greenwich
Capital Financial Products, Inc. and its successors and assigns as agent
thereunder.

         "Note Register": As defined in Section 2.05(a) hereof.

         "Note Registrar": As defined in Section 2.05(a) hereof.

         "Noteholder" or "Holder": With respect to any Note, the Person in whose
name such Note is registered on the Note Register maintained pursuant to Section
2.05 hereof.

         "OAC LLC": Oakwood Acceptance Corporation, LLC, a Delaware limited
liability company.

         "Oakwood Servicing": Oakwood Servicing Holdings Co., LLC, a Nevada
limited liability company.

         "Officer's Certificate": A certificate signed by any Authorized Officer
of the Issuer or a Responsible Officer of the Indenture Trustee, as the case may
be.

         "Opinion of Counsel": A written opinion of counsel, who shall be
selected by the Person required to provide such Opinion of Counsel (and
reasonably acceptable to the Indenture Trustee). The cost of obtaining such
opinion shall be borne by the Person required to provide such Opinion of
Counsel.

         "OTS": Office of Thrift Supervision or any successor thereto.

         "Outstanding": When used with respect to Notes, means, as of the date
of determination, any Note theretofore authenticated and delivered under this
Indenture, except:

                  (i)      Notes theretofore canceled by the Note Registrar or
         delivered to the Note Registrar for cancellation (other than any Note
         as to which any amount that has become due and payable in respect
         thereof has not been paid in full); and

                                       11
<PAGE>
                  (ii)     Notes in exchange for or in lieu of which other Notes
         have been authenticated and delivered pursuant to this Indenture, other
         than any such Notes in respect of which there shall have been presented
         to the Note Registrar proof satisfactory to it that such Notes are held
         by a bona fide purchaser in whose hands such Notes are valid
         obligations of the Issuer;

provided, however, that in determining whether the Holders of the requisite
aggregate Note Principal Balance of Outstanding Notes have given any request,
demand, authorization, vote, direction, notice, consent or waiver hereunder,
Notes owned by an Interested Person shall be disregarded and deemed not to be
Outstanding (unless any such Person or Persons owns all the Notes), 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 which the Note Registrar knows to be so owned shall be so
disregarded. Notes owned by an Interested Person which have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Note Registrar in its sole discretion the pledgee's right to
act with respect to such Notes and that the pledgee is not an Interested Person.

         "Ownership Interest": As to any Note, any ownership or security
interest in such Note as held by the Holder thereof and any other interest
therein, whether direct or indirect, legal or beneficial, as owner or as
pledgee.

         "P&I Advance": As defined in the REMIC Pooling Agreements or, with
respect to the Merrill Lynch Pooling Agreement, shall mean "Monthly Advance" as
defined therein.

         "P&I Advance Reimbursement Amount": As defined in the REMIC Pooling
Agreements.

         "Payment Date": The 7th day of each calendar month, or, if such 7th day
is not a Business Day, the next succeeding Business Day, commencing in March,
2003.

         "Percentage Interest": With respect to any Note and as of any date of
determination, the percentage equal to a fraction, the numerator of which is the
principal balance of such Note as of such date of determination and the
denominator of which is the Note Principal Balance.

         "Permitted Dispositions":  As defined in the Tranche A Agreement.

         "Permitted Investments": Any one or more of the following obligations
or securities:

                  (i)      direct obligations of, or obligations fully
         guaranteed as to timely payment of principal and interest by, the
         United States or any agency or instrumentality thereof, provided that
         such obligations are backed by the full faith and credit of the United
         States and have a predetermined, fixed amount of principal due at
         maturity (that cannot vary or change) and that each such obligation has
         a fixed interest rate or has its interest rate tied to a single
         interest rate index plus a single fixed spread;

                  (ii)     repurchase agreements on obligations specified in
         clause (i) maturing not more than one month from the date of
         acquisition thereof, provided that the unsecured obligations of the
         party agreeing to repurchase such obligations are at the time rated by
         each Rating Agency in its highest short-term rating category available;

                                       12
<PAGE>
                  (iii)    federal funds, unsecured certificates of deposit,
         time deposits, bankers' acceptances and repurchase agreements having
         maturities of not more than 365 days, of any bank or trust company
         organized under the laws of the United States or any state thereof,
         provided that such items are rated the highest short-term debt rating
         categories of each Rating Agency, do not have an "r" highlight affixed
         to its rating and have a predetermined, fixed amount of principal due
         at maturity (that cannot vary or change) and that each such obligation
         has a fixed interest rate or has its interest rate tied to a single
         interest rate index plus a single fixed spread;

                  (iv)     commercial paper (having original maturities of not
         more than 365 days) of any corporation incorporated under the laws of
         the United States or any state thereof (or of any corporation not so
         incorporated, provided that the commercial paper is United States
         Dollar denominated and amounts payable thereunder are not subject to
         any withholding imposed by any non-United States jurisdiction) which is
         rated in the highest short-term debt rating category of each Rating
         Agency, does not have an "r" highlight affixed to its rating, has a
         predetermined fixed amount of principal due at maturity (that cannot
         vary or change) and has a fixed interest rate or has its interest rate
         tied to a single interest rate index plus a single fixed spread;

                  (v)      units of money market funds which have as one of
         their objectives the maintenance of a constant net asset value and
         which are rated the highest applicable rating category of Moody's and
         S&P (including any funds for which the Indenture Trustee or any
         affiliate of the Indenture Trustee serves as an adviser or manager); or

                  (vi)     any other obligation or security acceptable to the
         Majority Noteholders; provided that without the consent of the Majority
         Noteholders (1) no investment described hereunder shall evidence either
         the right to receive (x) only interest with respect to such investment
         or (y) a yield to maturity greater than 120% of the yield to maturity
         at par of the underlying obligations, (2) no investment described
         hereunder may be purchased at a price greater than par if such
         investment may be prepaid or called at a price less than its purchase
         price prior to stated maturity (that cannot vary or change) and (3)
         except with respect to investments described in (vi) above, investments
         shall be denominated in U.S. dollars.

         "Person": Any individual, corporation, partnership, limited liability
company, joint venture, estate, trust, unincorporated association, or any
federal, state, county or municipal government or any political subdivision
thereof.

         "Plan":  As defined in Section 2.05(c) hereof.

         "Pledged Account":  As defined in the Control Agreement.

         "Pool Factor": With respect to a REMIC Trust and any date, a fraction,
expressed as a percentage, the numerator of which is the Unpaid Principal
Balance of the related Assets as of the related REMIC Closing Date and the
denominator of which is the Unpaid Principal Balance of the related Assets as of
the date of determination.

                                       13
<PAGE>
         "Pool-Level Advance": Any P&I Advance with respect to the REMIC Trusts
listed on Schedule 2 hereto as the same may be amended from time to time in
accordance with Section 7.03.

         "Proceeding": Any suit in equity, action at law or other judicial or
administrative proceeding.

         "Purchase Price":  As defined in Section 1.01 of the Receivables
Purchase Agreement.

         "QIB": A "qualified institutional buyer" as defined in Rule 144A under
the 1933 Act.

         "Rating Agency": Fitch, Moody's, S&P or their respective successors in
interest. If none of such rating agencies or any related successor remains in
existence, "Rating Agency" shall be deemed to refer to such other nationally
recognized statistical rating organization or other comparable Person designated
by the Issuer, and specific ratings of Fitch, Moody's or S&P referenced herein
shall be deemed to refer to the equivalent ratings of the party so designated.
References herein to "applicable rating category" (other than any such
references to "highest applicable rating category") shall, in the case of Fitch,
Moody's and S&P, be deemed to refer to such applicable rating category of Fitch,
Moody's and S&P, respectively, without regard to any plus or minus or other
comparable rating qualification.

         "Receivable": The right to reimbursement from a REMIC Trust for a P&I
Advance not theretofore reimbursed and all rights of the REMIC Servicer or REMIC
Sub-Servicer, as applicable, to enforce payment of such obligation under the
related REMIC Pooling Agreement.

         "Receivable Balance": As of any date of determination and with respect
to a Receivable, the outstanding unreimbursed amount of such Receivable. For
purposes of determining Collateral Value, a Receivable shall be deemed
unreimbursed until the cash reimbursement thereof is deposited into the
Reimbursement Account.

         "Receivable File": With respect to each Receivable, collectively, the
following documents:

                  (i)      a copy of the related REMIC Pooling Agreement and
         each amendment and modification thereto;

                  (ii)     a copy of the electronic file setting forth the
         Monthly REMIC Servicer Reports listing the current outstanding balance
         of the Receivables Granted to the Trust Estate;

                  (iii)    a copy of the electronic file containing the related
         Funding Date Report; and

                  (iv)     a copy of the electronic file marked to indicate the
         interest of the Indenture Trustee on behalf of the Secured Parties, as
         evidenced by the related Funding Date Report listing the Receivables
         Granted to the Trust Estate, as may be updated, modified or amended
         from time to time.

                                       14
<PAGE>
         "Receivables Purchase Agreement": The Receivables Purchase Agreement,
dated as of February 1, 2003, between the Seller and the Issuer.

         "Record Date": With respect to any Payment Date and the Notes, the last
Business Day of the month immediately preceding the month in which such Payment
Date occurs (or, in the case of the Initial Payment Date, the Closing Date).

         "Redemption Price": The aggregate Receivables Balance of the Aggregate
Receivables as of the redemption date under Section 2.16(b) hereof.

         "Reimbursement Account": The segregated account or accounts, each of
which shall be an Eligible Account, established and maintained pursuant to
Section 2.09 and entitled, "JPMorgan Chase Bank, as Indenture Trustee in trust
for the Noteholders of the Oakwood Advance Receivables Company II, L.L.C.
Advance Receivables Backed Notes, Series 2003-ADV1, Reimbursement Account."

         "REMIC Pooling Agreement": Each pooling and servicing agreement
pursuant to which the related REMIC Trust is formed, each as amended, modified
or supplemented from time to time and collectively referred to herein as the
"REMIC Pooling Agreement".

         "REMIC Servicer": Oakwood Servicing Holdings Co., LLC, a Nevada limited
liability company, in its capacity as servicer of the REMIC Trusts under the
REMIC Pooling Agreements and any successor servicer appointed thereunder.

         "REMIC Sub-Servicer": OAC LLC, in its capacity as sub-servicer of the
REMIC Trusts under the REMIC Pooling Agreements and each Sub-Servicing Agreement
and any successor sub-servicer appointed thereunder.

         "REMIC Termination Event": With respect to any REMIC Trust, any of the
following conditions or events:

         (a)      the (i) giving of notice of resignation as REMIC Servicer or
                  REMIC Sub-Servicer by Oakwood Servicing or OAC LLC,
                  respectively, (ii) giving of notice of an event of default by
                  the REMIC Servicer or the REMIC Sub-Servicer under any REMIC
                  Pooling Agreement that is not cured or waived within the time
                  periods specified in the related REMIC Pooling Agreement
                  (other than any such notice related to the failure of the
                  REMIC Servicer to make any P&I Advances required under the
                  related REMIC Pooling Agreement on or before January 15, 2003)
                  or (iii) threatened termination of the REMIC Servicer or the
                  REMIC Sub-Servicer by the related REMIC Trustee in writing
                  related to any default existing for 30 or more days by the
                  REMIC Servicer or the REMIC Sub-Servicer under the related
                  REMIC Pooling Agreement;

         (b)      the Pool Factor with respect to such REMIC Trust is less than
                  20%;

         (c)      the Delinquency Ratio with respect to such REMIC Trust exceeds
                  40%.

                                       15
<PAGE>
         "REMIC Trust": Each real estate mortgage investment conduit described
on Schedule 1 and 2 hereto, as such schedules may be amended from time to time
with the written consent of Noteholders with an aggregate Note Principal Balance
of not less than 66 2/3% of the aggregate Note Principal Balance of the
Outstanding Notes, and collectively referred to herein as the "REMIC Trusts."

         "REMIC Trustee": Each trustee appointed under a REMIC Pooling Agreement
in connection with a REMIC Trust.

         "Repurchase Price": As defined in Section 5.02 of the Receivables
Purchase Agreement.

         "Required Reserve Amount": $2,000,000.

         "Reserve Account": The segregated account or accounts, each of which
shall be an Eligible Account, established and maintained pursuant to Section
2.09 and entitled, "JPMorgan Chase Bank, as Indenture Trustee in trust for the
Noteholders of the Oakwood Advance Receivables Company II, L.L.C. Advance
Receivables Backed Notes, Series 2003-ADV1, Reserve Account."

         "Reserve Fund Reimbursement Amount": With respect to any Payment Date,
the excess of the Required Reserve Amount over the amount then on deposit in the
Reserve Account.

         "Resolution": A copy of a resolution certified by an Authorized Officer
of the Owner Trustee to have been duly adopted by the Owner Trustee and to be in
full force and effect on the date of such certification.

         "Responsible Officer": With respect to the Indenture Trustee, any
officer of the Indenture Trustee assigned to its Corporate Trust Services Group,
customarily performing functions with respect to corporate trust matters and
having direct responsibility for the administration of this Indenture and, with
respect to a particular corporate trust matter under this Indenture, any other
officer to whom such matter is referred because of such officer's knowledge of
and familiarity with the particular subject.

         "Rule 144A": Rule 144A under the 1933 Act.

         "S&P": Standard & Poor's Rating Services, a Division of The McGraw-Hill
Companies, Inc.

         "Secured Parties": The Noteholders, the Agent and the Tranche A
Lenders.

         "Securities Intermediary": As defined in Section 2.17(a) herein.

         "Security Entitlement": As defined in Section 8-102(a)(17) of the UCC.

         "Seller": Oakwood Servicing, in its capacity as transferor of the
Receivables under the Receivables Purchase Agreement.

                                       16
<PAGE>
         "Seller Contribution": As defined in Section 2.01(a) of the Receivables
Purchase Agreement.

         "Servicing Advance Reimbursement Amounts": As defined in the REMIC
Pooling Agreements.

         "Servicing Rights": As defined in the Tranche A Facility.

         "Subservicing Agreements" That certain Subservicing Agreement, dated as
of December 18, 2002, with respect to REMIC Trusts with JPMorgan Chase Bank as
REMIC Trustee, and that certain Subservicing Agreement, dated as of January 15,
2003, with respect to REMIC Trusts with The Bank of New York or Wells Fargo Bank
Minnesota, National Association, as REMIC Trustee, each between Oakwood
Servicing, as servicer, and OAC LLC, as subservicer.

         "Successor Person": As defined in Section 9.08(a)(i) herein.

         "Successor Proceeds": As of any date, that portion, if any, of the
related Gross Proceeds that consists of P&I Advance Reimbursement Amounts
allocable to P&I Advances made by a Person other than the Seller or the REMIC
Sub-Servicer (or an Affiliate of either) as successor servicer under the related
REMIC Pooling Agreement.

         "Tax Opinion": An opinion of Independent counsel that a contemplated
action will not cause a tax to be imposed on the Issuer or any Person having an
Ownership Interest in any Note.

         "Tranche A Agreement": The Debtor-in-Possession Financing and Security
Agreement, dated as of January 28, 2003, among Oakwood Homes Corporation,
certain of its Affiliates, Oakwood Servicing, the Tranche A Lenders and the
Agent, as the same may be amended, modified or supplemented from time to time in
accordance with the terms thereof.

         "Tranche A Facility": As defined in the Tranche A Agreement.

         "Tranche A Guaranty": The Guaranty, dated as of January 28, 2003, from
the Issuer in favor of the Tranche A Lenders, pursuant to which the Issuer
guarantees the obligations of the Borrowers under the Tranche A Facility.

         "Tranche A Lender Proceeds": As of any date, that portion, if any, of
the related Gross Proceeds that consists of P&I Advance Reimbursement Amounts
allocable to P&I Advances, the Receivables related to which were not Granted to
the Indenture Trustee because such P&I Advances were made prior to the
commencement of the Funding Period or because such P&I Advances constitute
Extension Advances.

         "Tranche A Lenders": As defined in the Tranche A Agreement.

         "Tranche A Revolving Loan Documents": As defined in the Tranche A
Agreement.

         "Tranche A SPE": As defined in the Tranche A Agreement.

                                       17
<PAGE>
         "Tranche A SPE Pledge Agreement": The Tranche A SPE Guarantor Pledge
Agreement, dated January 28, 2003, by the Tranche A SPE in favor of Greenwich
Capital Financial Products, Inc., as agent.

         "Tranche A SPE Receivables Contribution Agreement": The Receivables
Contribution Agreement, dated as of January 28, 2003, between Oakwood Tranche A
Servicing Advance Receivables Company, LLC and Oakwood Servicing.

         "Tranche A SPE Security Agreement": As defined in the Tranche A
Agreement.

         "Tranche B Guaranties": As defined in the Tranche A Agreement.

         "Tranche B Lenders": As defined in the Note Purchase Agreement.

         "Transaction Documents": This Indenture, the Receivables Purchase
Agreement, the Note Purchase Agreement, the Notes, the Tranche B Guaranties, and
any other instrument, certificate or agreement relating to the transactions
contemplated hereunder or thereunder

         "Treasury Regulations": Temporary, final or proposed regulations (to
the extent that by reason of their proposed effective date such proposed
regulations would apply to the Issuer) of the United States Department of the
Treasury.

         "Trust Estate": As defined in the Granting Clause.

         "UCC": The Uniform Commercial Code as in effect in any applicable
jurisdiction.

         "UCC Financing Statement": A financing statement executed and in form
sufficient for filing pursuant to the UCC, as in effect in the relevant
jurisdiction.

         "Unpaid Principal Balance": As defined in the REMIC Pooling Agreements
or, with respect to the Merrill Lynch Pooling Agreement, shall mean the
outstanding principal balance of the related Contracts as of the related date of
determination.

         "Verification Agent": BearingPoint, Inc. or its successor as
verification agent in respect of the Aggregate Receivables under the
Verification Agent Letter.

         "Verification Agent Fee": The amount payable to the Verification Agent
for its services under the Verification Agent Letter.

         "Verification Agent Letter": The letter agreement, dated as of January
28, 2003, among the OAC LLC, the Seller, the Issuer and the Verification Agent,
regarding the scope of services to be provided by the Verification Agent in
respect of the Aggregate Receivables, and any other agreement approved by the
Seller, the Issuer and the Majority Noteholders.

         Section 1.02.     Rules of Construction.

         For all purposes of this Indenture, except as otherwise expressly
provided or unless the context otherwise requires:

                                       18
<PAGE>
         (1)      the terms defined in this Article have the meanings assigned
to them in this Article and include the plural as well as the singular;

         (2)      all accounting terms not otherwise defined herein have the
meanings assigned to them in accordance with generally accepted accounting
principles in the United States, and, except as otherwise herein expressly
provided, the term "generally accepted accounting principles" with respect to
any computation required or permitted hereunder means such accounting principles
as are generally accepted in the United States;

         (3)      the word "including" shall be construed to be followed by the
words "without limitation";

         (4)      article and section headings are for the convenience of the
reader and shall not be considered in interpreting this Indenture or the intent
of the parties hereto;

         (5)      the words "herein," "hereof" and "hereunder" and other words
of similar import refer to this Indenture as a whole and not to any particular
article, section or other subdivision; and

         (6)      the pronouns used herein are used in the masculine and neuter
genders but shall be construed as feminine, masculine or neuter, as the context
requires.

                                   ARTICLE II

                                    THE NOTES

         Section 2.01.     Forms; Denominations.

         The Notes shall be substantially in the form attached hereto as Exhibit
A provided that any of the Notes may be issued with appropriate insertions,
omissions, substitutions and variations, and may have imprinted or otherwise
reproduced thereon such legend or legends, not inconsistent with the provisions
of this Indenture, as may be required to comply with any law or with rules or
regulations pursuant thereto, or with the rules of any securities market in
which the Notes are admitted to trading, or to conform to general usage. The
Notes will be issued only in registered and certificated form. The Notes will be
issuable only in denominations of not less than $100,000 and in integral
multiples of $0.01 in excess thereof.

         Section 2.02.     Execution, Authentication, Delivery and Dating.

         (a)      The Notes shall be executed by manual or facsimile signature
on behalf of the Issuer by any Authorized Officer of the Issuer. Notes bearing
the manual or facsimile signatures of individuals who were at any time the
authorized officers of the Issuer shall be entitled to all benefits under this
Indenture, subject to the following sentence, 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. No Note shall be entitled to any benefit under this
Indenture, or be valid for any purpose, however, unless there appears on such
Note a certificate of authentication substantially in the form provided for
herein executed by the Indenture Trustee by manual signature, and such
certificate of authentication

                                       19
<PAGE>
upon any Note shall be conclusive evidence, and the only evidence, that such
Note has been duly authenticated and delivered hereunder. All Notes shall be
dated the date of their authentication.

         (b)      Upon the written request of the Issuer, the Indenture Trustee
shall and, at the election of the Indenture Trustee, the Indenture Trustee may
appoint one or more agents (each an "Authenticating Agent") with power to act on
its behalf and subject to its direction in the authentication of Notes in
connection with transfers and exchanges under Sections 2.05 and 2.06, as fully
to all intents and purposes as though each such Authenticating Agent had been
expressly authorized by those Sections to authenticate the Notes. For all
purposes of this Indenture, the authentication of Notes by an Authenticating
Agent shall be deemed to be the authentication of Notes "by the Indenture
Trustee." The Indenture Trustee shall be the initial Authenticating Agent.

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

         Any Authenticating Agent may at any time resign by giving written
notice of resignation to the Indenture Trustee and the Issuer. The Indenture
Trustee may at any time terminate the agency of any Authenticating Agent by
giving written notice of termination to such Authenticating Agent and the
Issuer. Upon receiving such notice of resignation or upon such a termination,
the Indenture Trustee may, or at the direction of the Issuer shall, promptly
appoint a successor Authenticating Agent, give written notice of such
appointment to the Issuer and give notice of such appointment to the
Noteholders. Upon the resignation or termination of the Authenticating Agent and
prior to the appointment of a successor, the Indenture Trustee shall act as
Authenticating Agent.

         Each Authenticating Agent shall be entitled to all limitations on
liability, rights of reimbursement and indemnities that the Indenture Trustee is
entitled to hereunder as if it were the Indenture Trustee.

         Section 2.03.     Acknowledgment of Receipt of the Receivables.

         (a)      The Indenture Trustee, by its execution and delivery of this
Indenture, acknowledges receipt by it of the Receivable Files, and all other
assets delivered to it and included in the Trust Estate, in good faith and
without notice of any adverse claim, and declares that it holds and will hold
such documents and the other documents received by it that constitute portions
of the Receivables Files, and that it holds and will hold such other assets
included in the Trust Estate, on behalf of all present and future Noteholders.

         (b)      The Indenture Trustee shall not be under any duty or
obligation to inspect, review or examine any of the documents, instruments,
certificates or other papers relating to the

                                       20
<PAGE>
Receivables delivered to it to determine that the same are valid, legal,
effective, genuine, enforceable, in recordable form, sufficient or appropriate
for the represented purpose or that they are other than what they purport to be
on their face.

         The Indenture Trustee shall not assign, sell, dispose of or transfer
any interest in the Receivables or any other asset constituting the Trust Estate
(except as expressly provided herein) or knowingly permit the Receivables or any
other asset constituting the Trust Estate to be subjected to any lien, claim or
encumbrance arising by, through or under the Indenture Trustee or any Person
claiming by, through or under the Indenture Trustee.

         Section 2.04.     The Notes Generally.

         (a)      The aggregate Note Principal Balance of the Notes that may be
authenticated and delivered under this Indenture is limited to $75,000,000,
except for Notes authenticated and delivered upon registration of transfer of,
or in exchange for, or in lieu of, other Notes pursuant to Sections 2.05 and
2.06 below.

         (b)      Each Note shall rank pari passu with each other Note and be
equally and ratably secured by the Trust Estate. All Notes shall be
substantially identical except as to denominations and as expressly permitted in
this Indenture.

         (c)      This Indenture shall evidence a continuing lien on and
security interest in the Trust Estate to secure the full payment of the
principal, interest and other amounts on all the Notes, which (except as
otherwise expressly provided herein) shall in all respects be equally and
ratably secured hereby without preference, priority or distinction on account of
the actual time or times of the authentication and delivery of such Notes.

         Section 2.05.     Registration of Transfer and Exchange of Notes.

         (a)      At all times during the term of this Indenture, there shall be
maintained at the office of a registrar appointed by the Issuer (the "Note
Registrar") a register (the "Note Register") in which, subject to such
reasonable regulations as the Note Registrar may prescribe, the Note Registrar
shall provide for the registration of Notes and of transfers and exchanges of
Notes as herein provided. The Indenture Trustee is hereby initially appointed
(and hereby agrees to act in accordance with the terms hereof) as Note Registrar
for the purpose of registering Notes and transfers and exchanges of Notes as
herein provided. The Indenture Trustee may appoint, by a written instrument
delivered to the Issuer, any other bank or trust company to act as Note
Registrar under such conditions as the Indenture Trustee may prescribe, provided
that the Indenture Trustee shall not be relieved of any of its duties or
responsibilities hereunder as Note Registrar by reason of such appointment. If
the Indenture Trustee resigns or is removed in accordance with the terms hereof,
the successor trustee shall immediately succeed to its predecessor's duties as
Note Registrar. The Issuer and the Noteholders shall have the right to inspect
the Note Register or to obtain a copy thereof at all reasonable times upon
reasonable prior notice, and to rely conclusively upon a certificate of the Note
Registrar as to the information set forth in the Note Register.

         (b)      No transfer, sale, pledge or other disposition of any Note or
interest therein shall be made unless that transfer, sale, pledge or other
disposition is exempt from the registration

                                       21
<PAGE>
and/or qualification requirements of the 1933 Act and any applicable state
securities laws, or is otherwise made in accordance with the 1933 Act and such
state securities laws. If a transfer of any Note is to be made without
registration under the 1933 Act (other than in connection with the initial
issuance thereof), then the Note Registrar shall refuse to register such
transfer unless it receives (and upon receipt, may conclusively rely upon)
either (i) a certificate from the prospective transferee substantially in the
form attached either as Exhibit C-1A hereto or as Exhibit C-1B hereto; or (ii)
an Opinion of Counsel reasonably satisfactory to the Issuer and the Indenture
Trustee to the effect that such transfer may be made without registration under
the 1933 Act (which Opinion of Counsel shall not be an expense of the Trust
Estate or of the Issuer, the Indenture Trustee or the Note Registrar in their
respective capacities as such), together with the written certifications as to
the facts surrounding such transfer from the Noteholder desiring to effect such
transfer or such Noteholder's prospective transferee on which such Opinion of
Counsel is based. None of the Issuer, the Indenture Trustee or the Note
Registrar is obligated to register or qualify any Notes under the 1933 Act or
any other securities law or to take any action not otherwise required under this
Indenture to permit the transfer of any Note or interest therein without
registration or qualification. Any Noteholder desiring to effect a transfer of
Notes or interests therein shall, and does hereby agree to, indemnify the
Issuer, OAC LLC, Oakwood Servicing, the Indenture Trustee, and the Note
Registrar against any liability that may result if the transfer is not so exempt
or is not made in accordance with such federal and state laws.

         (c)      No transfer of a Note or any interest therein shall be made to
any employee benefit plan or other retirement arrangement, including individual
retirement accounts and annuities, Keogh plans and bank collective investment
funds, insurance company general separate accounts and other entities in which
such plans, accounts or arrangements are invested, that is subject to ERISA or
the Code (each, a "Plan"), or to any Person who is directly or indirectly
purchasing such Note or interest therein on behalf of, as named fiduciary of, as
trustee of, or with assets of a Plan, if any such transfer will result in any
prohibited transaction under Section 406 of ERISA or Section 4975 of the Code.
Accordingly, each purchaser of a Note will be required to certify that either
(i) no part of the assets to be used by it to acquire and hold the Notes
constitutes assets of any Plan or (ii) one or more statutory or administrative
exemptions applies, such that its acquisition and holding of the Notes does not
and will not constitute or otherwise result in a nonexempt prohibited
transaction in violation of Section 406 of ERISA or Section 4975 of the Code.

         (d)      If a Person is acquiring any Note or interest therein as a
fiduciary or agent for one or more accounts, such Person shall be required to
certify that it has (i) sole investment discretion with respect to each such
account and (ii) full power to make the foregoing acknowledgments,
representations, warranties, certifications and agreements with respect to each
such account as set forth in subsections (b) and (c) of this Section 2.05.

         (e)      Subject to the preceding provisions of this Section 2.05, upon
surrender for registration of transfer of any Note at the offices of the Note
Registrar maintained for such purpose, the Issuer shall execute and the
Indenture Trustee shall authenticate and deliver, in the name of the designated
transferee or transferees, one or more new Notes of a like aggregate Note
Principal Balance.

                                       22
<PAGE>
         (f)      At the option of any Noteholder, its Notes may be exchanged
for other Notes of authorized denominations of a like aggregate Note Principal
Balance, upon surrender of the Notes to be exchanged at the offices of the Note
Registrar maintained for such purpose. Whenever any Notes are so surrendered for
exchange, the Issuer shall execute and the Indenture Trustee shall authenticate
and deliver the Notes which the Noteholder making the exchange is entitled to
receive.

         (g)      Every Note presented or surrendered for transfer or exchange
shall (if so required by the Note Registrar) be duly endorsed by, or be
accompanied by a written instrument of transfer in the form satisfactory to the
Note Registrar duly executed by, the Holder thereof or his attorney duly
authorized in writing.

         (h)      No service charge shall be imposed for any transfer or
exchange of Notes, but the Issuer, the Indenture Trustee or the Note Registrar
may require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any transfer or exchange of Notes.

         (i)      All Notes surrendered for transfer and exchange shall be
physically canceled by the Note Registrar, and the Note Registrar shall dispose
of such canceled Notes in accordance with its standard procedures.

         (j)      The Note Registrar or the Indenture Trustee shall provide to
each of the Issuer and any Noteholder, upon reasonable written request and at
the expense of the requesting party, an updated copy of the Note Register.

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

         If any mutilated Note is surrendered to the Note Registrar, the Issuer
shall execute and the Indenture Trustee shall authenticate and deliver, in
exchange therefor, a new Note of the same principal amount and bearing a number
not contemporaneously outstanding.

         If there shall be delivered to the Issuer, the Indenture Trustee and
the Note Registrar (i) evidence to their satisfaction of the destruction
(including mutilation tantamount to destruction), loss or theft of any Note and
the ownership thereof, and (ii) such security or indemnity as may be reasonably
required by them to hold each of them, and any agent of any of them harmless,
then, in the absence of notice to the Issuer or the Note Registrar that such
Note has been acquired by a bona fide purchaser, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver, in lieu of any such
destroyed, lost or stolen Note, a new Note of the same tenor and denomination
registered in the same manner, dated the date of its authentication and bearing
a number not contemporaneously outstanding.

         Upon the issuance of any new Note under this Section 2.06, the Issuer,
the Indenture Trustee and the Note Registrar may require the payment by the
Noteholder of an amount sufficient to pay or discharge any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the
Authenticating Agent and the Indenture Trustee) in connection therewith.

                                       23
<PAGE>
         Every new Note issued pursuant to this Section 2.06 in lieu of any
destroyed, mutilated, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the destroyed,
mutilated, lost or stolen Note shall be at any time enforceable by any Person,
and such new Note shall be entitled to all the benefits of this Indenture
equally and proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 2.06 are exclusive and shall preclude
(to the extent permitted by applicable law) all other rights and remedies with
respect to the replacement or payment of mutilated, destroyed, lost or stolen
Notes.

         Section 2.07.     Noteholder Lists.

         The Note Registrar shall preserve in as current a form as is reasonably
practicable the most recent list available to it of the names and addresses of
Noteholders, which list, upon request, will be made available to the Indenture
Trustee insofar as the Indenture Trustee is no longer the Note Registrar. Upon
written request of any Noteholder at the Noteholder's expense made for purposes
of communicating with other Noteholders with respect to their rights under this
Indenture, the Note Registrar shall promptly furnish such Noteholder with a list
of the other Noteholders of record identified in the Note Register at the time
of the request. Every Noteholder, by receiving such access, agrees with the Note
Registrar that the Note Registrar will not be held accountable in any way by
reason of the disclosure of any information as to the names and addresses of any
Noteholder regardless of the source from which such information was derived.

         Section 2.08.     Persons Deemed Owners.

         The Issuer, the Indenture Trustee, the Note Registrar and any agents of
any of them, may treat the Person in whose name a Note is registered as the
owner of such Note for the purpose of receiving payments of principal, interest
and other amounts in respect of such Note and for all other purposes, whether or
not such Note shall be overdue, and none of the Issuer, the Indenture Trustee,
the Note Registrar or any agents of any of them, shall be affected by notice to
the contrary.

         Section 2.09.     Accounts.

         (a)      On or prior to the date hereof, the Indenture Trustee shall
establish in its name, as Indenture Trustee, the Reimbursement Account, the Note
Payment Account, the Reserve Account and the Funding Account. Except as provided
in this Indenture, the Indenture Trustee, in accordance with the terms of this
Indenture, shall have exclusive control and sole right of withdrawal with
respect to the Accounts. Funds in the Accounts shall not be commingled with any
other monies. All monies deposited from time to time in the Accounts (including
any securities or instruments in which such monies are invested) shall be held
by and under the control of the Indenture Trustee in the Accounts for the
benefit of the Secured Parties and the Issuer as herein provided. All amounts
received by the Indenture Trustee, including, without limitation, amounts
received from the REMIC Trustees in respect of the Aggregate Receivables and
Repurchase Prices received from the Seller, shall be deposited into the
Reimbursement Account within one (1) Business Day following receipt by the
Indenture Trustee and shall be

                                       24
<PAGE>
applied in accordance with the terms of this Indenture. In addition, the Issuer
may, from time to time, deposit additional funds into the Reimbursement Account
to be applied for the purposes set forth herein.

         (b)      All of the funds on deposit in the Accounts may be invested
and reinvested by the Indenture Trustee at the written direction of the Agent in
one or more Permitted Investments, subject to the following requirements:

                  (i)      such Permitted Investments shall mature not later
         than one Business Day prior to the next Payment Date or Funding Date
         whichever is sooner (except that if such Permitted Investment is an
         obligation of the Indenture Trustee, such Permitted Investment shall
         not mature later than the next Payment Date or Funding Date whichever
         is sooner);

                  (ii)     the securities purchased with the monies in the
         Accounts shall be deemed to be funds deposited in the related Accounts;

                  (iii)    each such Permitted Investment shall be made in the
         name of the Indenture Trustee (in its capacity as such) or in the name
         of a nominee of the Indenture Trustee under the Indenture Trustee's
         complete and exclusive dominion and control (or, if applicable law
         provides for perfection of pledges of an instrument not evidenced by a
         certificate or other instrument through registration of such pledge on
         books maintained by or on behalf of the issuer of such investment, a
         Permitted Investment may be made in such instrument notwithstanding
         that such instrument is not under the dominion and control of the
         Indenture Trustee, provided that such pledge is so registered);

                  (iv)     the Indenture Trustee shall have the sole control
         over such investment, the income thereon and the proceeds thereof;

                  (v)      other than the investments described in the second
         parenthetical phrase in clause (iii) above, any certificate or other
         instrument evidencing such investment shall be delivered directly to
         the Indenture Trustee or its agent; and

                  (vi)     the proceeds of each investment shall be remitted by
         the purchaser thereof directly to the Indenture Trustee for deposit in
         the related Account, subject to withdrawal by the Indenture Trustee as
         provided herein.

In the absence of written direction from the Issuer, funds on deposit in the
Accounts shall be invested by the Indenture Trustee in Permitted Investments
described in clause (v) of the definition thereof. All amounts earned on
Permitted Investments shall be deposited into the Note Payment Account on each
Payment Date and shall be included in the Available Amount for such Payment
Date.

         (c)      The REMIC Servicer shall cause all collections in respect of
the Assets included in each REMIC Trust to be deposited into the related
Certificate Account pursuant to the related REMIC Pooling Agreement, not later
than two Business Days following receipt by the REMIC Servicer or the REMIC
Sub-Servicer. The REMIC Servicer shall cause daily automated clearing house
("ACH") debits pursuant to which all P&I Advance Reimbursement Amounts are

                                       25
<PAGE>
transferred to the Reimbursement Account from the Certificate Accounts
maintained pursuant to the REMIC Pooling Agreements within one (1) Business Day
after deposit into the related Certificate Account. All P&I Advance
Reimbursement Amounts received from the REMIC Trusts shall be deposited into the
Reimbursement Account on a daily basis. In addition, the REMIC Servicer shall
cause any Extension Advances to be treated as P&I Advance Reimbursement Amounts
up to the Receivables Balance of the Aggregate Receivables with respect to the
Assets for which such Extension Advances are being made. Any such portion of an
Extension Advance shall be deposited in the Reimbursement Account on a daily
basis, in each case within one (1) Business Day after deposit into the related
Certificate Account. Such deposit shall constitute reimbursement of the related
Aggregate Receivables with respect to the related Assets and the contractual
right to receive reimbursement for the Extension Advances shall not constitute
Collateral.

         (d)      On any Business Day during the Funding Period, the Issuer may
deliver, or cause to be delivered, to the Indenture Trustee, the Agent and the
Noteholders a report in substantially the form of Exhibit E hereto demonstrating
that an Excess Amount exists (an "Excess Amount Payment Report"), demonstrating
that the Collateral Coverage Requirement is satisfied on such date, and stating
the amount of the Excess Amount as of such date, the amount of funds on deposit
in the Reimbursement Account on such date, the amount of the Expense Reserve for
the next upcoming Payment Date, and the amount to be paid to the Issuer pursuant
to this Section 2.09(d). The Indenture Trustee shall be entitled to rely
conclusively on any such Excess Amount Payment Report. The Excess Amount Payment
Report on any Funding Date may be part of the related Funding Date Report, and
no report separate from the Funding Date Report shall be required for an Excess
Amount payment that is to be made on a Funding Date. If the Funding Date Report
states that the Collateral Coverage Requirement is satisfied, then the Indenture
Trustee shall withdraw from the Reimbursement Account, and shall remit to the
Issuer, cash in an amount requested by the Issuer up to the Excess Amount. For
purposes of this Section 2.09(d), to the extent the Indenture Trustee receives
P&I Advance Reimbursement Amounts later than 2:00 PM Eastern time on a Business
Day, such funds shall be deemed to have been received on the following Business
Day. Notwithstanding the foregoing, no payment in respect of the Excess Amount
shall be made during the period from the end of a Collection Period through the
Payment Date occurring in the following month.

         (e)      Upon the satisfaction and discharge of this Indenture pursuant
to Section 3.01 of this Indenture, the Indenture Trustee shall pay to the Issuer
all amounts, if any, held by it remaining as part of the Trust Estate.

         Section 2.10.     Payments on the Notes.

         (a)      Subject to Section 2.10(b), the Issuer agrees to pay

                  (i)      on each Payment Date prior to the Maturity Date,
         interest on and principal of the Notes in the amounts and in accordance
         with the priorities set forth in Section 2.10(c); and

                  (ii)     on the Maturity Date, the entire Note Principal
         Balance of the Notes, together with all accrued and unpaid interest
         thereon.

                                       26
<PAGE>
         Amounts properly withheld under the Code by any Person from a payment
to any holder of a Note of interest, principal or other amounts, or any such
payment set aside on the Final Payment Date for such Note as provided in Section
2.10(b), shall be considered as having been paid by the Issuer to such
Noteholder for all purposes of this Indenture.

         (b)      With respect to each Payment Date, any interest, principal
and other amounts payable on the Notes shall be paid to the Person that is the
registered holder thereof at the close of business on the related Record Date;
provided, however, that interest, principal and other amounts payable at the
Final Payment Date of any Note shall be payable only against surrender thereof
at the Corporate Trust Office of the Indenture Trustee. Payments of interest,
principal and other amounts on the Notes shall be made on the applicable
Payment Date other than the Final Payment Date, subject to applicable laws and
regulations, by wire transfer to such account as such Noteholder shall
designate by written instruction received by the Indenture Trustee not later
than the Record Date related to the applicable Payment Date or otherwise by
check mailed on or before the Payment Date to the Person entitled thereto at
such Person's address appearing on the Note Register. The Indenture Trustee
shall pay each Note in whole or in part as provided herein on its Final Payment
Date in immediately available funds from funds in the Note Payment Account as
promptly as possible after presentation to the Indenture Trustee of such Note
at its Corporate Trust Office but shall initiate such payment no later than
3:00 p.m., New York City time, on the day of such presentation, provided, that
such presentation has been made no later than 1:00 p.m., New York City time. If
presentation is made after 1:00 p.m., New York City time, on any day, such
presentation shall be deemed to have been made on the immediately succeeding
Business Day.

         Except as provided in the following sentence, if a Note is issued in
exchange for any other Note during the period commencing at the close of
business at the office or agency where such exchange occurs on any Record Date
and ending before the opening of business at such office or agency on the
related Payment Date, no interest, principal or other amounts will be payable on
such Payment Date in respect of such new Note, but will be payable on such
Payment Date only in respect of the prior Note. Interest, principal and other
amounts payable on any Note issued in exchange for any other Note during the
period commencing at the close of business at the office or agency where such
exchange occurs on the Record Date immediately preceding the Final Payment Date
for such Notes and ending on the Final Payment Date for such Notes, shall be
payable to the Person that surrenders the new Note as provided in this Section
2.10(b).

         All payments of interest, principal and other amounts made with
respects to any Note will be allocated pro rata among the Outstanding Notes
based on the Note Principal Balance thereof.

         If any Note on which the final payment was due is not presented for
payment on its Final Payment Date, then the Indenture Trustee shall set aside
such payment in a segregated account separate from the Note Payment Account but
which constitutes an Eligible Account, and the Indenture Trustee and the Issuer
shall act in accordance with Section 5.10 in respect of the unclaimed funds.

         (c)      On each Payment Date, the Indenture Trustee shall deposit the
Available Amount from the Reimbursement Account into the Note Payment Account
and withdraw from the Note

                                       27
<PAGE>
Payment Account and apply the Available Amount for such Payment Date for the
following purposes and in the following order of priority, in each case to the
extent of remaining funds:

                  (i)      to the Indenture Trustee, (A) an amount equal to the
         sum of the Indenture Trustee Fee for such Payment Date, plus all
         accrued and unpaid Indenture Trustee Fees, if any, for prior Payment
         Dates and (B) all amounts to which the Indenture Trustee is entitled to
         reimbursement in accordance with this Indenture, which are invoiced to
         the Issuer at least three Business Days prior to the Payment Date, not
         to exceed $25,000 per month or $100,000 per calendar year;

                  (ii)     to the Verification Agent, an amount equal to the sum
         of all accrued and unpaid Verification Agent Fees and expenses (which
         are invoiced to the Issuer and the Indenture Trustee at least three
         Business Days prior to the Payment Date) not to exceed $20,000 per
         month;

                  (iii)    to the Agent, all amounts payable to the Agent in its
         capacity as Agent under the Transaction Documents (which are invoiced
         to the Issuer and the Indenture Trustee at least three Business Days
         prior to the Payment Date);

                  (iv)     to the Noteholders, an amount equal to the sum of the
         Interest Distributable Amount for the Notes for such Payment Date, plus
         any Interest Carryover Shortfall, if any, for prior Payment Dates;

                  (v)      to the Indemnified Parties (other than the Indenture
         Trustee and the Verification Agent), any amounts then due to such
         Indemnified Parties under Article X of this Indenture (which are
         invoiced to the Issuer and the Indenture Trustee at least three
         Business Days prior to the Payment Date).

                  (vi)     to the Reserve Account, the Reserve Fund
         Reimbursement Amount for such Payment Date, if applicable;

                  (vii)    during the Funding Period:

                           (A)      up to the Excess Overcollateralization, to
                                    the Agent on behalf of the Tranche A
                                    Lenders, any amounts due under the Tranche A
                                    Guaranty as of such Payment Date;

                           (B)      up to the Excess Overcollateralization, to
                                    the Indenture Trustee and the Verification
                                    Agent, all reasonable expenses and
                                    indemnities to which each of the Indenture
                                    Trustee and the Verification Agent is
                                    entitled to payment and has not been
                                    previously reimbursed pursuant to Section
                                    2.10(c)(i) or (ii) above (to the extent
                                    expressly set forth under this Indenture)
                                    and which are invoiced to the Issuer and the
                                    Indenture Trustee at least three Business
                                    Days prior to the Payment Date; and

                           (C)      the remaining Available Amount, to the
                                    Reimbursement Account, which may, up to the
                                    Excess Overcollateralization, be disbursed
                                    to

                                       28
<PAGE>
                                    Oakwood Servicing as holder of the LLC
                                    Interests, at Oakwood Servicing's election;

                  (viii)   following the termination of the Funding Period:

                           (A)      to the Noteholders, in respect of principal
                                    of the Notes, until the Note Principal
                                    Balance is reduced to zero;

                           (B)      to the Agent on behalf of the Tranche A
                                    Lenders, any amounts due under the Tranche A
                                    Guaranty;

                           (C)      to the Persons entitled thereto, any amounts
                                    payable by the Issuer pursuant to this
                                    Indenture or the other Transaction
                                    Documents; and

                           (D)      to Oakwood Servicing as holder of the LLC
                                    Interests, the remaining Available Amount.

         Section 2.11.     Final Payment Notice.

         (a)      Notice of final payment under Section 2.10(b) shall be given
by the Indenture Trustee not later than the 5th day prior to the Final Payment
Date to each Noteholder as of the close of business on the Record Date preceding
the Final Payment Date at such Noteholder's address appearing in the Note
Register, and also to the Agent and the Issuer.

         (b)      All notices of final payment in respect of the Notes shall
state (i) the Final Payment Date, (ii) the amount of the final payment for such
Notes and (iii) the place where such Notes are to be surrendered for payment,
which shall be the Corporate Trust Office of the Indenture Trustee.

         (c)      Notice of final payment 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 final payment, or any defect therein, to any Noteholder shall not
impair or affect the validity of the final payment of any other Note.

         Section 2.12.     Compliance with Withholding Requirements.

         Notwithstanding any other provision of this Indenture, the Indenture
Trustee shall comply with all Federal withholding requirements with respect to
payments to Noteholders of interest, original issue discount, or other amounts
that the Indenture Trustee reasonably believes are applicable under the Code.
The consent of Noteholders shall not be required for any such withholding.

         Section 2.13.     Cancellation.

         The Issuer may at any time deliver to the Note Registrar for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any manner whatsoever, and all Notes so
delivered shall be promptly canceled by the Note Registrar.

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         All Notes delivered to the Indenture Trustee for payment shall be
forwarded to the Note Registrar. All such Notes and all Notes surrendered for
transfer and exchange in accordance with the terms hereof shall be canceled and
disposed of by the Note Registrar in accordance with its customary procedures.

         Section 2.14.     Additional Note Balance.

         (a)      In the event of the purchase of Additional Note Balance by the
Tranche B Lenders as provided in the Note Purchase Agreement, each Tranche B
Lender shall, and is hereby authorized to, record on the schedule attached to
its Note the date and amount of any Additional Note Balance purchased by it, and
each repayment thereof; provided that failure to make any such recordation on
such schedule or any error in such schedule shall not adversely affect any
Noteholders rights with respect to its Additional Note Balance and its right to
receive interest payments in respect of the Additional Note Balance held by such
Noteholder.

         (b)      Absent manifest error, the Note Principal Balance of each Note
as set forth in the notations made by the related Noteholder on such Note shall
be binding upon the Indenture Trustee and the Issuer; provided that failure by a
Noteholder to make such recordation on its Note or any error in such notation
shall not adversely affect any Noteholder's rights with respect to its Note
Principal Balance and its right to receive principal and interest payments in
respect thereof.

         Section 2.15.     Reserve Account.

         The Indenture Trustee shall deposit or cause to be deposited in the
Reserve Account on each Payment Date the amount distributed in respect of the
Reserve Fund Reimbursement Amount pursuant to Section 2.10(c). If, on any
Payment Date prior to the Maturity Date, the Available Amount for such Payment
Date is insufficient to pay the amounts required to be paid pursuant to clauses
(i) through (iv) of Section 2.10(c) or, on any Payment Date following the
Maturity Date, the Available Amount is insufficient to pay any of the amounts
required to be paid, the Indenture Trustee shall withdraw the amount of such
shortfall from the Reserve Account and deposit the same into the Note Payment
Account to be applied to the payment of such items.

         Upon payment in full of all of the Obligations, the Indenture Trustee
shall release all amounts remaining in the Reserve Account to or at the
direction of the Issuer.

         Section 2.16.     Redemption of the Notes.

         (a)      Except as set forth in clause (b) hereof, the Notes shall not,
either individually or collectively, be subject to mandatory or optional
redemption by the Issuer or any other Person after the issuance thereof.

         (b)      On any Payment Date following the termination of the Funding
Period on which the aggregate Note Principal Balance of the Notes is less than
or equal to 10% of the Note Principal Balance as of the end of the Funding
Period, the REMIC Servicer may effect the early redemption of the Notes by
purchasing all of the Aggregate Receivables remaining in the Trust Estate at
such time at the Redemption Price. The REMIC Servicer shall give written notice
(a

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"Notice of Repurchase") of its intent to effect the early redemption of the
Notes pursuant to this Section 2.16(b) to the Indenture Trustee, the Issuer and
the Noteholder at least 30 days prior to the Payment Date on which such payment
shall be made.

         Section 2.17.     Securities Accounts

         (a)      The Issuer and the Indenture Trustee hereby appoint JPMorgan
Chase Bank as securities intermediary (in such capacity, the "Securities
Intermediary") with respect to each of the Accounts. The Security Entitlements
and all Financial Assets credited to the Accounts, including without limitation
all amounts, securities, investments, Financial Assets, investment property and
other property from time to time deposited in or credited to such account and
all proceeds thereof, held from time to time in the Accounts will continue to be
held by the Securities Intermediary for the Indenture Trustee for the benefit of
the Secured Parties. Upon the termination of this Indenture, the Indenture
Trustee shall inform the Securities Intermediary of such termination. By
acceptance of their Notes or interests therein, the Noteholders and all
beneficial owners of Notes shall be deemed to have appointed JPMorgan Chase Bank
as Securities Intermediary. JPMorgan Chase Bank hereby accepts such appointment
as Securities Intermediary.

                  (i)      With respect to any portion of the Trust Estate that
         is credited to the Accounts, the Securities Intermediary agrees that:

                           (A)      with respect to any portion of the Trust
                  Estate that is held in deposit accounts, each such deposit
                  account shall be subject to the security interest granted
                  pursuant to this Indenture, and the Securities Intermediary
                  shall comply with instructions originated by the Indenture
                  Trustee directing dispositions of funds in the deposit
                  accounts without further consent of the Issuer and otherwise
                  shall be subject to the exclusive custody and control of the
                  Securities Intermediary, and the Securities Intermediary shall
                  have sole signature authority with respect thereto;

                           (B)      the sole assets permitted in the Accounts
                  shall be those that the Securities Intermediary agrees to
                  treat as Financial Assets;

                           (C)      any portion of the Trust Estate that is, or
                  is treated as, a Financial Asset shall be physically delivered
                  (accompanied by any required endorsements) to, or credited to
                  an account in the name of, the Securities Intermediary or
                  other eligible institution maintaining any Account in
                  accordance with the Securities Intermediary's customary
                  procedures such that the Securities Intermediary or such other
                  institution establishes a Security Entitlement in favor of the
                  Indenture Trustee with respect thereto over which the
                  Securities Intermediary or such other institution has control;
                  and

                           (D)      it will use reasonable efforts to promptly
                  notify the Indenture Trustee and the Issuer if any other
                  Person claims that it has a property interest in a Financial
                  Asset in any Account and that it is a violation of that
                  Person's rights for anyone else to hold, transfer or deal with
                  such Financial Asset.

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<PAGE>
                  (ii)     The Securities Intermediary hereby confirms that (A)
         each Account is an account to which Financial Assets are or may be
         credited, and the Securities Intermediary shall, subject to the terms
         of this Indenture, treat the Indenture Trustee as entitled to exercise
         the rights that comprise any Financial Asset credited to any Account,
         (B) any portion of the Trust Estate in respect of any Account will be
         promptly credited by the Securities Intermediary to such account, and
         (C) all securities or other property underlying any Financial Assets
         credited to any Account shall be registered in the name of the
         Securities Intermediary, endorsed to the Securities Intermediary or in
         blank or credited to another securities account maintained in the name
         of the Securities Intermediary, and in no case will any Financial Asset
         credited to any Account be registered in the name of the Issuer, the
         REMIC Servicer, the REMIC Sub-Servicer or the Seller, payable to the
         order of the Issuer, the REMIC Servicer, the REMIC Sub-Servicer or the
         Seller or specially endorsed to any of such Persons.

                  (iii)    If at any time the Securities Intermediary shall
         receive an Entitlement Order from the Indenture Trustee directing
         transfer or redemption of any Financial Asset relating to any Account,
         the Securities Intermediary shall comply with such Entitlement Order
         without further consent by the Issuer, the REMIC Servicer, the REMIC
         Sub-Servicer, the Seller or any other Person. If at any time the
         Indenture Trustee notifies the Securities Intermediary in writing that
         this Indenture has been discharged in accordance herewith, then
         thereafter if the Securities Intermediary shall receive any order from
         the Issuer directing transfer or redemption of any Financial Asset
         relating to any Account, the Securities Intermediary shall comply with
         such Entitlement Order without further consent by the Indenture Trustee
         or any other Person.

                  (iv)     In the event that the Securities Intermediary has or
         subsequently obtains by agreement, operation of law or otherwise a
         security interest in any Account or any Financial Asset or Security
         Entitlement credited thereto, the Securities Intermediary hereby agrees
         that such security interest shall be subordinate to the security
         interest of the Indenture Trustee. The Financial Assets and Security
         Entitlements credited to the Accounts will not be subject to deduction,
         set-off, banker's lien, or any other right in favor of any Person other
         than the Indenture Trustee in the case of the Accounts.

                  (v)      There are no other agreements entered into between
         the Securities Intermediary in such capacity, and the Securities
         Intermediary agrees that it will not enter into any agreement with, the
         Issuer, the REMIC Servicer, the REMIC Sub-Servicer, the Seller or any
         other Person with respect to any Account. In the event of any conflict
         between this Indenture (or any provision of this Indenture) and any
         other agreement now existing or hereafter entered into, the terms of
         this Indenture shall prevail.

                  (vi)     The rights and powers granted herein to the Indenture
         Trustee have been granted in order to perfect its interest in the
         Accounts and the Security Entitlements to the Financial Assets credited
         thereto, and are powers coupled with an interest and will neither be
         affected by the bankruptcy of the Issuer, the REMIC Servicer, the REMIC
         Sub-Servicer or the Seller nor by the lapse of time. The obligations of
         the Securities Intermediary hereunder shall continue in effect until
         the interest of the Indenture Trustee in the Accounts and in such
         Security Entitlements, has been terminated pursuant to the

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<PAGE>
         terms of this Indenture and the Indenture Trustee has notified the
         Securities Intermediary of such termination in writing.

         (b)      Capitalized terms used in this Section 2.17 and not defined
herein shall have the meanings assigned to such terms in the New York UCC. For
purposes of Section 8-110(e) of the New York UCC, the "securities intermediary's
jurisdiction" shall be the State of New York.

         (c)      None of the Securities Intermediary or any director, officer,
employee or agent of the Securities Intermediary shall be under any liability to
the Indenture Trustee or the Secured Parties for any action taken, or not taken,
in good faith pursuant to this Indenture, or for errors in judgment; provided,
however, that this provision shall not protect the Securities Intermediary
against any liability to the Indenture Trustee or the Secured Parties which
would otherwise be imposed by reason of the Securities Intermediary's willful
misconduct, bad faith or negligence in the performance of its obligations or
duties hereunder. The Securities Intermediary and any director, officer,
employee or agent of the Securities Intermediary may rely in good faith on any
document of any kind which, prima facie, is properly executed and submitted by
any Person respecting any matters arising hereunder. The Securities Intermediary
shall be under no duty to inquire into or investigate the validity, accuracy or
content of such document. The Issuer shall indemnify the Securities Intermediary
for and hold it harmless against any loss, liability or expense arising out of
or in connection with this Indenture and carrying out it duties hereunder,
including the costs and expenses of defending itself against any claim of
liability, except in those cases where the Securities Intermediary has been
guilty of bad faith, negligence or willful misconduct. The foregoing
indemnification shall survive any termination of this Indenture or the
resignation or removal of the REMIC Servicer or the REMIC Sub-Servicer.

         (d)      Prior to the date which is one year and one day, or if longer
the applicable preference period then in effect, after the payment in full of
all of the Notes, the Securities Intermediary will not institute against, or
join any other Person in instituting against, the Issuer any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings or other
proceedings under any bankruptcy, insolvency, reorganization or similar law in
any jurisdiction.

                                  ARTICLE III

                           SATISFACTION AND DISCHARGE

         Section 3.01.     Satisfaction and Discharge of Indenture.

         This Indenture shall cease to be of further effect except as to (i) any
surviving rights herein expressly provided for, including any rights of transfer
or exchange of Notes herein expressly provided for, (ii) in the case of clause
(1)(B) below, the rights of the Noteholders hereunder to receive payment of the
Note Principal Balance of and interest on the Notes and any other rights of the
Noteholders hereunder, and (iii) the provisions of Section 3.02 herein, when

         (1)      either (A) all Notes theretofore authenticated and delivered
(other than (i) Notes which have been destroyed, lost or stolen and which have
been replaced or paid as provided in Section 2.06 and (ii) Notes for which
payment of money has theretofore been deposited in the Note Payment Account by
the Indenture Trustee and thereafter repaid to the Issuer or discharged

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<PAGE>
from such trust, as provided in Section 5.10) have been delivered to the Note
Registrar for cancellation; or (B) all such Notes not theretofore delivered to
the Note Registrar for cancellation (i) have become due and payable, or (ii)
will become due and payable on the next Payment Date, and in the case of clause
(B)(i) or (B)(ii) above, cash in an amount sufficient to pay and discharge the
entire indebtedness on such Notes not theretofore delivered to the Note
Registrar for cancellation or sufficient to pay the Note Principal Balance
thereof and any interest thereon accrued to the date of such deposit (in the
case of Notes which have become due and payable) or to the end of the Accrual
Period for the next Payment Date has been deposited with the Indenture Trustee
as trust funds in trust for these purposes;

         (2)      the Issuer has paid or caused to be paid all other sums
payable or reasonably expected to become payable by the Issuer to the Indenture
Trustee and each of the Secured Parties;

         (3)      the Issuer has delivered to the Indenture Trustee an Officer's
Certificate of the Issuer stating that all conditions precedent herein provided
for relating to the satisfaction and discharge of this Indenture have been
complied with; and

         (4)      the Issuer has furnished to the Indenture Trustee a Tax
Opinion with respect to the actions contemplated by this Section 3.01.

         Notwithstanding the foregoing, the obligations of the Issuer to the
Indenture Trustee under Section 5.04 hereof and the obligations of the Indenture
Trustee to the Noteholders under Section 3.02 hereof shall survive satisfaction
and discharge of this Indenture.

         Section 3.02.     Application of Trust Money.

         Subject to the provisions of Section 2.10, 2.15, Section 7.01 and
Section 5.10, all Cash deposited with the Indenture Trustee pursuant to Section
3.01 shall be held in the Note Payment Account and applied by the Indenture
Trustee, in accordance with the provisions of the Notes and this Indenture to
pay the Persons entitled thereto.

                                   ARTICLE IV

                           EVENTS OF DEFAULT; REMEDIES

         Section 4.01.     Events of Default.

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

         (a)      any failure to pay all interest on and principal of any Note
when the same shall be due and payable; or

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<PAGE>
         (b)      any failure by the Issuer, the REMIC Servicer or the REMIC
Sub-Servicer to make (or cause to be made) any payment, transfer or deposit, or
deliver (or cause to be delivered) to the Indenture Trustee any proceeds or
payment required to be so delivered under the terms of the REMIC Pooling
Agreements, this Indenture or any of the other Transaction Documents, including,
without limitation, any Net Proceeds; provided that the first such failure shall
not constitute an Event of Default if such failure is the result of
inadvertence, error or oversight and is cured within two Business Days; or

         (c)      any failure on the part of the Issuer, the REMIC Servicer, the
REMIC Sub-Servicer or the Seller duly to observe or perform any covenants or
agreements of it in any of the Transaction Documents and such failure continues
for a period of ten days; or

         (d)      Any event of default under any of the Tranche A Revolving Loan
Documents that is not waived by the Tranche A Lenders in accordance with the
Tranche A Agreement; or

         (e)      the entry of a decree or order for relief by a court or agency
or supervisory authority having jurisdiction in respect of the Issuer or the
Seller for the appointment of a receiver, liquidator, assignee, trustee,
custodian, sequestrator or other similar official in any insolvency,
conservatorship, receivership, readjustment of debt, marshalling of assets and
liabilities or similar proceedings for the Issuer or the Seller or of any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer or the Seller; or

         (f)      the Issuer or the Seller shall voluntarily commence
liquidation, consent to the appointment of a conservator or receiver or
liquidator or similar person in any insolvency, readjustment of debt,
marshalling of assets and liabilities or similar proceedings of or relating to
the Issuer or the Seller or of or relating to all or substantially all of its
property; or the Issuer or the Seller shall admit in writing its inability to
pay its debts generally as they become due, file a petition to take advantage of
any applicable insolvency or reorganization statute, make an assignment for the
benefit of its creditors or voluntarily suspend payment of its obligations; or

         (g)      the Issuer or the Trust Estate shall have become subject to
registration as an "investment company" within the meaning of the Investment
Company Act; or

         (h)      the Issuer shall fail to own the Trust Estate free and clear
of liens other than the liens contemplated hereby or the Indenture Trustee shall
fail to have a first priority perfected security interest in the Trust Estate;
or

         (i)      Oakwood Servicing sells, transfers, pledges or otherwise
disposes of any of the LLC Interests, whether voluntarily or by operation of
law, foreclosure or other enforcement by a Person of its remedies against
Oakwood Servicing, except to a wholly-owned subsidiary of OAC LLC or Oakwood
Homes Corporation or pursuant to a merger, consolidation or a sale of all or
substantially all the assets of OAC LLC in a transaction not prohibited by this
Indenture; or

         (j)      Either of Oakwood Servicing or OAC LLC is terminated or
resigns (or receives or gives notice of termination or resignation or otherwise
ceases to own the Servicing Rights) as REMIC Servicer or REMIC Sub-Servicer
(unless replaced by an Affiliate of the REMIC Servicer or REMIC Sub-Servicer
approved by the Majority Noteholders), respectively, under

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<PAGE>
REMIC Trusts with Assets with an Unpaid Principal Balance equal to 33% or more
of the Unpaid Principal Balance of the Assets with respect to all of the REMIC
Trusts; or

         (k)      the REMIC Servicer and the REMIC Sub-Servicer fail to deposit
the gross collections in respect of the Assets to the related Certificate
Account (except with respect to Servicing Advance Reimbursement Amounts
deposited to the Pledged Account or as otherwise permitted under the REMIC
Pooling Agreements), except for nominal amounts as a result of inadvertence,
error or oversight, which are corrected within two Business Days; or

         (l)      the REMIC Servicer or the REMIC Sub-Servicer issues
disbursement instructions to a REMIC Trustee or otherwise withdraws funds from a
Certificate Account, except as expressly authorized by the provisions of the
REMIC Pooling Agreements and the Transaction Documents; or

         (m)      the REMIC Servicer fails to deliver any Funding Date Report,
Monthly REMIC Servicer Report, Excess Payment Date Report or Payment Date Report
required to be delivered hereunder and such failure continues for two or more
Business Days; or

         (n)      the Collateral Coverage Requirement is not satisfied as of the
close of business on any Funding Date, Payment Date, the date on which a REMIC
Termination Event occurs or Funding Termination Date; or

         (o)      Oakwood Servicing fails to make any P&I Advances required to
be made with respect to any REMIC Trust pursuant to the terms of the related
REMIC Pooling Agreement; or

         (p)      any representation or warranty made or deemed made by or on
behalf of the Issuer, the Seller or any of their respective Affiliates or by any
officer of the foregoing under or in connection with any Transaction Document or
under or in connection with any report, certificate, or other document delivered
to the Agent, the Indenture Trustee or the Noteholders pursuant to any
Transaction Document shall have been incorrect or misleading in any material
respect when made or deemed made and the same remains unremedied for a period of
ten days after notice of such breach has been given to the Issuer by the
Indenture Trustee or the Agent; or

         (q)      (i) any material provision of any Transaction Document shall
at any time for any reason (other than pursuant to the express terms thereof)
cease to be valid and binding on or enforceable against the Issuer, the Seller
or any of their respective Affiliates intended to be a party thereto, (ii) the
validity or enforceability of any Transaction Document shall be contested by the
Issuer, the Seller or any of their respective Affiliates, (iii) a proceeding
shall be commenced by the Issuer, the Seller or any of their respective
Affiliates or any Governmental Authority having jurisdiction over the Issuer,
the Seller or any of their respective Affiliates, seeking to establish the
invalidity or unenforceability thereof, or (iv) the Issuer, the Seller or any of
their respective Affiliates shall deny in writing that it has any liability or
obligation purported to be created under any Transaction Document.

         Section 4.02.     Acceleration of Maturity; Rescission and Annulment.

         If an Event of Default should occur and be continuing, then and in
every such case the Indenture Trustee shall, at the direction of the Majority
Noteholders, declare all of the Notes to

                                       36
<PAGE>
be immediately due and payable, by a notice in writing to the Issuer, and upon
any such declaration the unpaid Note Principal Balance of such Notes, together
with accrued interest thereon through the date of acceleration, shall become
immediately due and payable.

         At any time after such declaration of acceleration has been made and
before a judgment or decree for payment of the money due in respect of the Notes
has been obtained by the Indenture Trustee as hereinafter provided in this
Article IV, the Majority Noteholders, by written notice to the Issuer and to the
Indenture Trustee, may rescind and annul such declaration and its consequences
if:

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

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

                  (ii)     all sums paid or advanced by the Indenture Trustee
         hereunder and the reasonable compensation, expenses, disbursements and
         advances of the Indenture Trustee and counsel, in each case incurred in
         connection with such Event of Default; and

        (b)       all Events of Default, other than the nonpayment of the
principal of the Notes that has become due solely by virtue of such
acceleration, have been cured or waived as provided in Section 4.12.

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

         Section 4.03.     Collection of Indebtedness and Suits for Enforcement
by Indenture Trustee.

         (a)      If the Issuer fails to pay all amounts due upon an
acceleration of the Notes under Section 4.02 forthwith upon demand and such
declaration and its consequences shall not have been rescinded and annulled, the
Indenture Trustee, in its capacity as Indenture Trustee and as trustee of an
express trust, may institute a judicial proceeding for the collection of the
sums so due and unpaid, may prosecute such proceeding to judgment or final
decree and may enforce the same against the Issuer or any other obligor upon
such Notes and collect the monies adjudged or decreed to be payable in the
manner provided by law out of the Trust Estate, wherever situated, or may
institute and prosecute such non-judicial proceedings in lieu of judicial
proceedings as are then permitted by applicable law.

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

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<PAGE>
         (c)      In case (x) there shall be pending, relative to the Issuer or
any Person having or claiming an ownership interest in the Trust Estate,
proceedings under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or other similar law, (y) a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or shall have taken possession of
the Issuer or its property or such Person or (z) there shall be pending a
comparable judicial proceeding brought by creditors of the Issuer or affecting
the property of the Issuer, the Indenture Trustee, irrespective of whether the
principal of or interest on 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 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
         attorneys, and for reimbursement of all reasonable expenses and
         liabilities incurred, and all advances made, by the Indenture Trustee
         and each predecessor Indenture Trustee, except as a result of willful
         misconduct, negligence or bad faith of the Indenture Trustee) and of
         the Noteholders allowed in such proceedings;

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

                  (iii)    to collect and receive any monies or other property
         payable or deliverable on any such claims and to distribute all amounts
         received with respect to the claims of the Noteholders and of the
         Indenture Trustee on their and its 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 Noteholders allowed in any judicial
         proceedings relative to the Issuer, its creditors and its property; and
         any trustee, receiver, liquidator, custodian or other similar official
         in any such proceeding is hereby authorized by each of such Noteholders
         to make payments to the Indenture Trustee, and, 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
         attorneys, 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 willful misconduct, negligence or bad
         faith of the Indenture Trustee or predecessor Indenture Trustee.

         (d)      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 related Noteholder or to
authorize the Indenture Trustee to vote in respect of the claim of any

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<PAGE>
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

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

         (f)      In the event that the Indenture Trustee, following an Event of
Default hereunder institutes proceedings to foreclose on the Trust Estate, the
Indenture Trustee shall promptly give a notice to that effect to each
Noteholder.

         (g)      All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as trustee of an express trust, and any
recovery of judgment shall, after provision for the payment of the reasonable
compensation, expenses, disbursements and advances of the Indenture Trustee and
its counsel, be for the ratable benefit of the Noteholders in respect of which
such judgment has been recovered, subject to the payment priorities of Section
2.10.

         Section 4.04.     Remedies.

         If an Event of Default has occurred and is continuing, and the Notes
have been declared due and payable pursuant to Section 4.02 hereof and such
declaration and its consequences have not been rescinded and annulled, the
Indenture Trustee may do one or more of the following:

         (a)      institute, or cause to be instituted, Proceedings for the
collection of all amounts then payable on or under this Indenture with respect
to the Notes, whether by declaration of acceleration or otherwise, enforce any
judgment obtained, and collect from the Trust Estate monies adjudged due;

         (b)      sell, or cause to be sold, the Trust Estate or any portion
thereof or rights or interest therein, at one or more public or private sales
called and conducted in any manner permitted by applicable law, provided,
however, that the Indenture Trustee shall give the Issuer written notice of any
private sale called by or on behalf of the Indenture Trustee pursuant to this
Section 4.04(b) at least 10 days prior to the date fixed for such private sale;

         (c)      institute, or cause to be instituted, Proceedings from time
to time for the complete or partial foreclosure with respect to the Trust
Estate;

         (d)      exercise, or cause to be exercised, any remedies of a secured
party under the Uniform Commercial Code and take any other appropriate action to
protect and enforce the rights and remedies of the Indenture Trustee or the
Holders of the Notes hereunder; and

         (e)      maintain possession of the Trust Estate and, in its own name
or in the name of the Issuer or otherwise, collect and otherwise receive in
accordance with this Indenture any money or property at any time payable or
receivable on account of or in exchange for any of the

                                       39
<PAGE>
Collateral; provided, however, that the Indenture Trustee shall not, unless
required by law, sell or otherwise liquidate all or any portion of the Trust
Estate following any Event of Default except in accordance with Section 4.15.

         Section 4.05.     Application of Money Collected.

         Any money collected by the Indenture Trustee pursuant to this Article
shall be deposited in the Note Payment Account and, on each Payment Date, shall
be applied in accordance with Section 2.10 hereof and, in case of the
distribution of such money on account of the principal of or interest on the
Notes, upon presentation and surrender of the Notes if fully paid.

         Section 4.06.     Limitation on Suits.

         Except as provided in Section 4.07, no Noteholder shall have any right
to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

         (2)      the Majority Noteholders shall have made written request to
the Indenture Trustee to institute proceedings in respect of such Event of
Default in its own name as Indenture Trustee hereunder;

         (3)      such Noteholder or Noteholders have offered to the Indenture
Trustee adequate indemnity or security satisfactory to the Indenture Trustee
against the costs, expenses and liabilities to be incurred in compliance with
such request;

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

         (5)      no direction inconsistent with such written request has been
given to the Indenture Trustee during such 60-day period by the Majority
Noteholders; and

         (6)      an Event of Default shall have occurred and be continuing; it
being understood and intended that no one or more of such Noteholders shall have
any right in any manner whatever by virtue of, or by availing itself or
themselves of, any provision of this Indenture to affect, disturb or prejudice
the rights of any other of such Noteholders, or to obtain or to seek to obtain
priority or preference over any other of such Noteholders or to enforce any
right under this Indenture, except in the manner herein provided and for the
equal and ratable benefit of all of such Noteholders. Subject to the foregoing
restrictions, the Noteholders may exercise their rights under this Section 4.06
independently.

         Section 4.07.     Unconditional Right of Noteholders to Receive
Principal and Interest.

         Notwithstanding any other provision in this Indenture, following the
Maturity Date, the Holder of any Note shall have the right, which is absolute
and unconditional, to receive payments of interest, principal and other amounts
then due on such Note (subject to Section

                                       40
<PAGE>
2.10) and to institute suit for the enforcement of any such payment (subject to
Section 4.06), and such rights shall not be impaired without the consent of such
Noteholder, unless a non-payment has been cured pursuant to Section 4.02. The
Issuer shall, however, be subject to only one consolidated lawsuit by the
Noteholders, or by the Indenture Trustee on behalf of the Noteholders, for any
one cause of action arising under this Indenture or otherwise.

         Section 4.08.     Restoration of Rights and Remedies.

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

         Section 4.09.     Rights and Remedies Cumulative.

         Except as otherwise provided with respect to the replacement or payment
of mutilated, destroyed, lost or stolen Notes in Section 2.06, 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 4.10.     Delay or Omission Not Waiver.

         No delay or omission of the Indenture Trustee, or any Noteholder to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Indenture 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, to the extent permitted by
applicable law, by the Indenture Trustee or the Noteholders, as the case may be.

         Section 4.11.     Control by Noteholders.

         The Noteholders holding more than 50% in aggregate Note Principal
Balance of the Outstanding Notes (the "Majority Noteholders") shall have the
right to direct the time, method and place of conducting any proceeding for any
remedy available to the Indenture Trustee, or exercising any trust or power
conferred on the Indenture Trustee, provided, that such direction shall not be
in conflict with any rule of law or with this Indenture or involve the Indenture
Trustee in personal liability and provided, further, that the Indenture Trustee
may take any other action deemed proper by the Indenture Trustee which is not
inconsistent with such direction. Notwithstanding the foregoing, the Noteholders
will not be required to provide, and the Indenture Trustee will not be required
to obtain, a Tax Opinion in the case of a direction by the

                                       41
<PAGE>
Noteholders to the Indenture Trustee, following an Event of Default, to realize
upon the Trust Estate by liquidating the Collateral or otherwise.

         Section 4.12.     Waiver of Past Defaults.

         Prior to the acceleration of the Maturity Date of the Notes, the
Majority Noteholders may on behalf of the Noteholders of all the Notes waive any
past default hereunder and its consequences, except a default

         (1)      in the payment of principal of or interest on any Note, which
waiver shall require the waiver by Noteholders holding 100% in aggregate Note
Principal Balance of the Outstanding Notes affected; or

         (2)      in respect of a covenant or provision hereof which under
Article VIII cannot be modified or amended without the consent of the Holder of
each Outstanding Note affected, which waiver shall require the waiver by each
Holder of an Outstanding Note affected;

         (3)      depriving the Indenture Trustee or any Noteholder of a lien or
the benefit of a lien, as the case may be, upon any part of the Trust Estate,
which waiver shall require the consent of the Indenture Trustee or such
Noteholder, as the case may be; or

         (4)      depriving the Indenture Trustee of any fee, reimbursement for
any expense incurred, or any indemnification to which the Indenture Trustee is
entitled, which waiver shall require the consent of the Indenture Trustee.

         Upon any such waiver, such default shall cease to exist, and any Event
of Default arising therefrom shall be deemed to have been cured, for every
purpose of this Indenture, but no such waiver shall extend to any subsequent or
other default or impair any right consequent thereon. Any costs or expenses
incurred by the Indenture Trustee in connection with such acceleration and prior
to such waiver shall be reimbursable to the Indenture Trustee in accordance with
Section 2.10(c).

         Section 4.13.     Undertaking for Costs.

         All parties to this Indenture agree, and each Noteholder by its
acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any party
litigant in such suit of an undertaking to pay the costs of such suit, and that
such court may in its discretion assess reasonable costs, including reasonable
attorneys' fees and expenses based on time expended, against any party litigant
in such suit, having due regard to the merits and good faith of the claims or
defenses made by such party litigant; but the provisions of this Section shall
not apply to any suit instituted by the Issuer, or to any suit instituted by the
Indenture Trustee, or to any suit instituted by any Noteholder, or group of
Noteholders, holding in the aggregate at least 25% in aggregate Note Principal
Balance of Outstanding Notes or to any suit instituted by any Noteholder for the
enforcement of the payment of the principal of or interest on any Note on or
after the Maturity Date of such Note.

                                       42
<PAGE>
         Section 4.14.     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 to
take the benefit or advantage of, any stay or extension law wherever enacted,
now or at any time hereafter in force, which may affect the covenants or the
performance of this Indenture; and the Issuer (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of such law and
covenants that it will not hinder, delay or impede the exercise of any power
herein granted to the Indenture Trustee, but will suffer and permit the exercise
of every such power as though no such law had been enacted.

         Section 4.15.     Sale of Trust Estate.

         (a)      The power to effect any public or private sale of any portion
of the Trust Estate pursuant to Section 4.04 hereof shall not be exhausted by
any one or more sales as to any portion of the Trust Estate remaining unsold,
but shall continue unimpaired until either the entire Trust Estate shall have
been sold or all amounts payable on the Notes and under this Indenture with
respect thereto shall have been paid. The Indenture Trustee may from time to
time postpone any sale by public announcement made at the time and place of such
sale. The Indenture Trustee hereby expressly waives its right to any amount
fixed by law as compensation for any such sale but such waiver does not apply to
any amounts to which the Indenture Trustee is otherwise entitled under Section
5.04 of this Indenture.

         (b)      The Indenture Trustee shall not sell the Trust Estate, or any
portion thereof, unless:

                  (i)      the Majority Noteholders consent to, or direct the
         Indenture Trustee to make, such sale; or

                  (ii)     the proceeds of such sale would be not less than the
         entire amount which would be payable to the Holders of the Notes, in
         full payment thereof, in accordance with Section 4.05, on the Payment
         Date next succeeding the date of such sale, together with all other
         amounts due under this Indenture.

                  The foregoing provisions of this Section 4.15 shall not
preclude or limit the ability of the Indenture Trustee to purchase all or any
portion of the Trust Estate at any sale, public or private, and the purchase by
the Indenture Trustee of all or any portion of the Trust Estate at any sale
shall not be deemed a sale or disposition thereof for purposes of this Section
4.15(b).

         (c)      Unless the Holders of all Outstanding Notes have otherwise
consented or directed the Indenture Trustee, at any sale of all or any portion
of the Trust Estate at which a minimum bid equal to or greater than the amount
described in paragraph (ii) of subsection (b) of this Section 4.15 has not been
established by the Indenture Trustee and no Person bids an amount equal to or
greater than such amount, the Indenture Trustee shall in accordance with
paragraph (ii) of subsection (d) of this Section 4.15 bid an amount at least
$1.00 more than the highest other bid in order to preserve the Trust Estate.

         (d)      In connection with a sale of all or any portion of the Trust
Estate:

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<PAGE>
                  (i)      any Holder or Holders of Notes may bid for and
         purchase the property offered for sale, and upon compliance with the
         terms of sale may hold, retain and possess and dispose of such
         property, without further accountability, and may, in paying the
         purchase money therefor, deliver any Outstanding Notes or claims for
         interest thereon in lieu of cash up to the amount which shall, upon
         distribution of the net proceeds of such sale, be payable thereon, and
         such Notes, in case the amounts so payable thereon shall be less than
         the amount due thereon, shall be returned to the Holders thereof after
         being appropriately stamped to show such partial payment;

                  (ii)     the Indenture Trustee may bid for and acquire the
         property offered for sale in connection with any sale thereof, and, in
         lieu of paying cash therefor, may make settlement for the purchase
         price by crediting the gross sale price against the sum of (A) the
         amount which would be distributable to the Holders of the Notes as a
         result of such sale in accordance with Section 4.05 on the Payment Date
         next succeeding the date of such sale and (B) the expenses of the sale
         and of any Proceedings in connection therewith which are reimbursable
         to it, without being required to produce the Notes in order to complete
         any such sale or in order for the net sale price to be credited against
         such Notes, and any property so acquired by the Indenture Trustee shall
         be held and dealt with by it in accordance with the provisions of this
         Indenture;

                  (iii)    the Indenture Trustee shall execute and deliver,
         without recourse, an appropriate instrument of conveyance transferring
         its interest in any portion of the Trust Estate in connection with a
         sale thereof;

                  (iv)     the Indenture Trustee is hereby irrevocably appointed
         the agent and attorney-in-fact of the Issuer to transfer and convey the
         Issuer's interest in any portion of the Trust Estate in connection with
         a sale thereof, and to take all action necessary to effect such sale;
         and

                  (v)      no purchaser or transferee at such a sale shall be
         bound to ascertain the Indenture Trustee's authority, inquire into the
         satisfaction of any conditions precedent or see to the application of
         any monies.

         Section 4.16.     Action on Notes.

         The Indenture Trustee's right to seek and recover judgment on the Notes
or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither
the lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate.

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<PAGE>
                                    ARTICLE V

                              THE INDENTURE TRUSTEE

         Section 5.01.     Certain Duties and Responsibilities.

         The Issuer hereby irrevocably constitutes and appoints the Indenture
Trustee and any Responsible Officer thereof, with full power of substitution, as
its true and lawful attorney-in-fact with full irrevocable power and authority
in place and stead of the Issuer and in the name of the Issuer or in its own
name or in the name of a nominee, from time to time in the Indenture Trustee's
discretion, for the purpose of enforcing the rights, powers and remedies of the
Issuer under the Receivables Purchase Agreement and to take any and all
appropriate action and to execute any and all documents and instruments which
may be necessary or desirable to accomplish the purposes of this Indenture and
the Receivables Purchase Agreement, all as set forth in this Section.

         (a)      The rights, duties and liabilities of the Indenture Trustee in
 respect of this Indenture shall be as follows:

                  (i)      The Indenture Trustee shall have the full power and
         authority to do all things not inconsistent with the provisions of this
         Indenture that it may deem advisable in order to enforce the provisions
         hereof or to take any action with respect to a default or an Event of
         Default hereunder, or to institute, appear in or defend any suit or
         other proceeding with respect hereto, or to protect the interests of
         the Noteholders. The Indenture Trustee shall not be answerable or
         accountable except for its own bad faith, willful misconduct or
         negligence. The Issuer shall prepare and file or cause to be filed, at
         the Issuer's expense, and, if required by the UCC, the Indenture
         Trustee shall execute, a UCC Financing Statement, describing the Issuer
         as debtor, the Indenture Trustee as secured party and the Trust Estate
         as the collateral, in all appropriate locations promptly following the
         initial issuance of the Notes, and the Issuer shall prepare and file at
         each such office, and, if required by the UCC, the Indenture Trustee
         shall execute, continuation statements with respect thereto, in each
         case within six months prior to each fifth anniversary of the original
         filing. The Issuer is hereby authorized and obligated to make, at the
         expense of the Issuer, all required filings and refilings of which the
         Issuer becomes aware, necessary to preserve the liens created by this
         Indenture to the extent not done by the Issuer as provided herein. The
         Indenture Trustee shall not be required to take any action to exercise
         or enforce the trusts hereby created which, in the opinion of the
         Indenture Trustee, shall be likely to involve expense or liability to
         the Indenture Trustee, unless the Indenture Trustee shall have received
         an agreement satisfactory to it in its sole reasonable discretion to
         indemnify it against such liability and expense. Except as otherwise
         expressly provided herein, the Indenture Trustee shall not be required
         to ascertain or inquire as to the performance or observance of any of
         the covenants or agreements contained herein, or in the Receivables
         Purchase Agreement or in any other instruments to be performed or
         observed by the Issuer or any party to the Receivables Purchase
         Agreement.

                                       45
<PAGE>
                  (ii)     Subject to the other provisions of this Article V,
         the Indenture Trustee, upon receipt of all resolutions, certificates,
         statements, opinions, reports, documents, orders, or other instruments
         furnished to the Indenture Trustee that are specifically required to be
         furnished pursuant to any provisions of this Indenture, shall examine
         them to determine whether they are on their face in the form required
         by this Indenture to the extent expressly set forth herein. If any such
         instrument is found on its face not to conform to the requirements of
         this Indenture in a material manner, the Indenture Trustee shall take
         such action as it deems appropriate to have the instrument corrected,
         and if the instrument is not corrected to the Indenture Trustee's
         reasonable satisfaction, the Indenture Trustee will provide notice
         thereof to the Noteholders. The Indenture Trustee shall not incur any
         liability in acting upon any signature, notice, request, consent,
         certificate, opinion, or other instrument reasonably believed by it to
         be genuine. In administering the trusts hereunder, the Indenture
         Trustee may execute any of the trusts or powers hereunder directly or
         through its agents or attorneys, provided that it shall remain liable
         for the acts of all such agents and attorneys. The Indenture Trustee
         may, subject to Section 5.04, consult with counsel, accountants and
         other professionals to be selected and employed by it, and the
         Indenture Trustee shall not be liable for anything done, suffered or
         omitted in good faith by it in accordance with the advice of any such
         Person nor for any error of judgment made in good faith by a
         Responsible Officer, unless it shall be proved that the Indenture
         Trustee was negligent in ascertaining the pertinent facts.

                  (iii)    The Indenture Trustee shall not have any duty to
         make, arrange or ensure the completion of any recording, filing or
         registration of any instrument or other document (including any UCC
         Financing Statements), or any amendments or supplements to any of said
         instruments or to determine if any such instrument or other document is
         in a form suitable for recording, filing or registration, and the
         Indenture Trustee shall not have any duty to make, arrange or ensure
         the completion of the payment of any fees, charges or taxes in
         connection therewith.

                  (iv)     Whenever in performing its duties hereunder, the
         Indenture Trustee shall deem it necessary or desirable that a matter be
         proved or established prior to taking, suffering or omitting any action
         hereunder, the Indenture Trustee may, in the absence of bad faith on
         the part of the Indenture Trustee, rely upon (unless other evidence in
         respect thereof be specifically prescribed herein) an Officer's
         Certificate of the Issuer, and such Officer's Certificate shall be full
         warrant to the Indenture Trustee for any action taken, suffered or
         omitted by it on the faith thereof.

                  (v)      The Indenture Trustee shall not have any
         obligations to see to the payment or discharge of any liens (other than
         the liens hereof) upon the Receivables, or to see to the application of
         any payment of the principal of or interest on any note secured thereby
         or to the delivery or transfer to any Person of any property released
         from any such lien, or to give notice to or make demand upon any
         mortgagor, mortgagee, trustor, beneficiary or other Person for the
         delivery or transfer of any such property. The Indenture Trustee (and
         any successor trustee or co-trustee in its individual capacity)
         nevertheless agrees that it will, at its own cost and expense, promptly
         take all action as may be necessary to discharge any liens or
         encumbrances on the Receivables arising as a result of the Indenture
         Trustee (or such successor trustee or co-trustee, as the case may be)
         acting

                                       46
<PAGE>
         improperly in its capacity as Indenture Trustee (or such successor
         trustee or co-trustee, as the case may be).

                  (vi)     The Indenture Trustee shall not be concerned with or
         accountable to any Person for the use or application of any deposited
         monies or of any property or securities or the proceeds thereof that
         shall be released or withdrawn in accordance with the provisions hereof
         or of any property or securities or the proceeds thereof that shall be
         released from the lien hereof or thereof in accordance with the
         provisions hereof or thereof and the Indenture Trustee shall not have
         any liability for the acts of other parties that are not in accordance
         with the provisions hereof.

                  (vii)    The Indenture Trustee shall not be liable for the
         acts or omissions of the Agent or any other agent retained by the
         Indenture Trustee at the direction of the Noteholders under any of the
         Transaction Documents.

         (b)      The rights, duties and liabilities of the Indenture Trustee in
respect of the Receivables and this Indenture, in addition to those set forth in
Section 5.01(a), shall be as follows:

                  (i)      except during the continuance of an Event of Default
         with respect to the Notes, the Indenture Trustee undertakes to perform
         such duties and only such duties as are specifically set forth in this
         Indenture, and no implied covenants or obligations shall be read into
         this Indenture against the Indenture Trustee; and

                  (ii)     the Indenture Trustee may, in the absence of bad
         faith on its part, conclusively rely, as to the truth of the statements
         and the correctness of the opinions expressed therein, upon
         certificates or opinions furnished to the Indenture Trustee and
         conforming to the requirements of this Indenture; but in the case of
         any such certificates or opinions which by any provision hereof are
         specifically required to be furnished to the Indenture Trustee, the
         Indenture Trustee shall be under a duty to examine the same to
         determine whether or not they conform on their face to the requirements
         of this Indenture, to the extent expressly set forth herein.

         (c)      Subject to Section 4.12 hereof, in case an Event of Default
known to the Indenture Trustee with respect to the Notes has occurred and is
continuing, the Indenture Trustee shall exercise such of the rights and powers
vested in it by this Indenture, and use the same degree of care and skill in
their exercise, as a prudent person would exercise or use under the
circumstances in the conduct of his own affairs.

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

                  (i)      this subsection shall not be construed to limit the
         effect of subsections (a), (b) or (c) of this Section; (ii) the
         Indenture Trustee shall not be liable for any error of judgment made in
         good faith by a Responsible Officer, unless it shall be proved that the
         Indenture Trustee was negligent in ascertaining the pertinent facts;

                                       47
<PAGE>
                  (ii)     the Indenture Trustee shall not be liable with
         respect to any action taken or omitted to be taken by it in good faith
         in accordance with the directions of the Majority Noteholders, relating
         to the time, method and place of conducting any proceeding for any
         remedy available to the Indenture Trustee, or exercising any trust or
         power conferred upon the Indenture Trustee, under this Indenture with
         respect to the Notes; and

                  (iii)    the Indenture Trustee shall not be charged with
         knowledge of a default in the observance of any covenant contained in
         Section 9.06 unless either (i) a Responsible Officer of the Indenture
         Trustee shall have actual knowledge of such default or (ii) written
         notice of such default shall have been given by the Issuer or by any
         Noteholder to and received by a Responsible Officer of the Indenture
         Trustee.

         Section 5.02.     Notice of Defaults.

         (a)      The Indenture Trustee, promptly but not later than five (5)
Business Days after a Responsible Officer of the Indenture Trustee acquires
actual knowledge of the occurrence of any default under this Indenture, shall
notify the Issuer, the Noteholders and the Agent of any such default, unless all
such defaults known to the Indenture Trustee shall have been cured before the
giving of such notice or unless the same is rescinded and annulled, or waived by
the Noteholders pursuant to Section 4.02 or Section 4.12. For the purpose of
this subsection (a), the term "default" means any event which is, or after
notice or lapse of time or both would become, an Event of Default with respect
to the Notes.

         (b)      The Indenture Trustee also agrees, promptly but no later than
five (5) Business Days after a Responsible Officer of the Indenture Trustee
acquires actual knowledge of the occurrence of any default or event of default
under the Receivables Purchase Agreement, to notify the Issuer, the Noteholders
and the Agent of such default or event of default.

         Section 5.03.     Certain Rights of Indenture Trustee.

         Subject to the provisions of Section 5.01, in connection with this
Indenture:

         (a)      the Indenture Trustee may request and rely and shall be
protected in acting or refraining from acting upon any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order or other paper or document believed by it to be genuine and to have been
signed or presented by the proper party or parties as may be required by such
party or parties pursuant to the terms of this Indenture;

         (b)      any request or direction of the Issuer mentioned herein shall
be sufficiently evidenced by an Issuer Request or Issuer Order;

         (c)      whenever in the administration of this Indenture the Indenture
Trustee shall deem it desirable that a matter be proved or established prior to
taking, suffering or omitting any action hereunder, the Indenture Trustee
(unless other evidence be herein specifically prescribed) may, in the absence of
bad faith on its part, rely upon an Officer's Certificate;

         (d)      the Indenture Trustee may consult with counsel and the written
advice of such counsel or any Opinion of Counsel rendered thereby shall be full
and complete authorization and

                                       48
<PAGE>
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

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

         (f)      the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, note, debenture, note, coupon, other evidence of indebtedness or other
paper or document, but the Indenture Trustee in its discretion, may make such
further inquiry or investigation into such facts or matters as it may see fit,
and, if the Indenture Trustee shall determine to make such further inquiry or
investigation, it shall be entitled to examine the books, records and premises
of the Issuer, personally or by agent or attorney;

         (g)      the Indenture Trustee may, subject to Section 5.04, execute
any of the trusts or powers hereunder or perform any duties hereunder either
directly or by or through agents or attorneys of the Indenture Trustee, provided
that it shall remain liable for the acts of all such attorneys and agents;

         (h)      the Indenture Trustee shall not be required to provide any
surety or note of any kind in connection with the execution or performance of
its duties hereunder;

         (i)      except with respect to the representations made by it in
Section 5.06, the Indenture Trustee shall not make any representations as to the
validity or sufficiency of this Indenture;

         (j)      the Indenture Trustee shall not at any time have any
responsibility or liability with respect to the legality, validity or
enforceability of the Receivables other than its failure to act in accordance
with the terms of this Indenture; and

         (k)      the Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents, attorneys, custodians or nominees appointed with due care.

         None of the provisions contained in this Indenture shall in any event
require the Indenture Trustee to expend or risk its own funds or otherwise incur
personal financial liability in the performance of any of its duties hereunder
or in the exercise of any of its rights or powers hereunder if there are
reasonable grounds for believing that repayment of such funds or adequate
indemnity against such risk or liability is not reasonably assured to it.

         Section 5.04.     Compensation and Reimbursement.

         (a)      Subject to Section 5.04(b), the Issuer hereby agrees:

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<PAGE>
                  (1)      to pay or cause to be paid to the Indenture Trustee
         on a monthly basis, the Indenture Trustee Fee as compensation for all
         services rendered by it hereunder (which compensation shall not be
         limited by any provision of law in regard to the compensation of a
         trustee of an express trust) and all reasonable expenses, disbursements
         and advances incurred or made by the Indenture Trustee in connection
         with this Indenture, the Receivables or the Notes, provided that the
         Issuer shall have no obligation to pay the Indenture Trustee's overhead
         or other internal costs or expenses (including the reasonable expenses
         of its counsel);

                  (2)      to reimburse, indemnify and hold harmless the
         Indenture Trustee and any director, officer, employee, agent, Affiliate
         or Control Person of the Indenture Trustee for any loss, liability,
         expense or disbursements (including without limitation costs and
         expenses of litigation, and of investigation, reasonable counsel fees,
         damages, judgments and amounts paid in settlement) incurred in
         connection with the acceptance of performance of the trusts and duties
         by the Indenture Trustee with respect to this Indenture, the
         Receivables or the Notes (other than any loss, liability or expense
         incurred by reason of willful misfeasance, bad faith or negligence in
         the performance of duties, or as may arise from a breach of any
         representation or warranty of the Indenture Trustee set forth herein).

         With respect to any third party claim:

                  (i)      the Indenture Trustee shall give the Issuer, the
         Noteholders and the Agent written notice thereof promptly after the
         Indenture Trustee shall have knowledge thereof;

                  (ii)     while maintaining control over its own defense, the
         Indenture Trustee shall cooperate and consult fully with the Issuer in
         preparing such defense; and

                  (iii)    notwithstanding the foregoing provisions of this
         Section 5.04(a), the Indenture Trustee shall not be entitled to
         reimbursement out of the Note Payment Account for settlement of any
         such claim by the Indenture Trustee entered into without the prior
         consent of the Issuer, which consent shall not be unreasonably
         withheld.

         The Indenture Trustee agrees to fully perform its duties under this
Indenture notwithstanding any failure on the part of the Issuer to make any
payments, reimbursements or indemnifications to the Indenture Trustee pursuant
to this Section 5.04(a); provided, however, that (subject to Sections 5.04(b)
and 5.04(c)) nothing in this Section 5.04 shall be construed to limit the
exercise by the Indenture Trustee of any right or remedy permitted under this
Indenture in the event of the Issuer's failure to pay any sums due the Indenture
Trustee pursuant to this Section 5.04.

         (b)      The obligations of the Issuer set forth in Section 5.04(a) are
nonrecourse obligations solely of the Issuer and will be payable only from the
Trust Estate in accordance with Section 2.10(c). The Indenture Trustee hereby
agrees that it has no rights or claims against the Issuer directly and shall
only look to the Trust Estate to satisfy the Issuer's obligations under Section
5.04(a). The Indenture Trustee also hereby agrees not to file or join in filing
any petition in bankruptcy or commence any similar proceeding in respect of the
Issuer.

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<PAGE>
         Section 5.05.     Corporate Indenture Trustee Required; Eligibility.

         The Issuer hereby agrees, for the benefit of the Noteholders, that
there shall at all times be an Indenture Trustee hereunder which shall be a bank
(within the meaning of Section 2(a)(5) of the 1940 Act) organized and doing
business under the laws of the United States or any State thereof, authorized
under such laws to exercise corporate trust powers, having aggregate capital,
surplus and undivided profits of at least $100,000,000, and subject to
supervision or examination by Federal or State authority, the long term debt of
which is rated not lower than "A" by any Rating Agency. If such bank publishes
reports of condition at least annually, pursuant to law or to the requirements
of said supervising or examining authority, then for the purposes of this
Section, the combined capital, surplus and undivided profits of such bank shall
be deemed to be its combined capital, surplus and undivided profits as set forth
in its most recent report of condition so published. The Indenture Trustee shall
at all times meet the requirements of Section 26(a)(1) of the 1940 Act and shall
in no event be an Affiliate of the Issuer or an Affiliate of any Person involved
in the organization or operation of the Issuer or be directly or indirectly
controlled by the Issuer. If at any time a Responsible Officer of the Indenture
Trustee becomes aware that the Indenture Trustee has ceased to be eligible in
accordance with the provisions of this Section, it shall resign immediately in
the manner and with the effect hereinafter specified in this Article.

         Section 5.06.     Authorization of Indenture Trustee.

         The Indenture Trustee represents and warrants as to itself: that it is
duly authorized under applicable Federal law and the law of the state of its
organization, its charter and its by-laws to execute and deliver this Indenture,
and to perform its obligations hereunder, including, without limitation, that it
is duly authorized to accept the Grant to it for the benefit of the Noteholders
of the Trust Estate and is authorized to authenticate the Notes, and that all
corporate action necessary or required therefor has been duly and effectively
taken or obtained and all federal and state governmental consents and approvals
required with respect thereto have been obtained.

         Section 5.07.     Merger, Conversion, Consolidation or Succession to
Business.

         Any corporation, bank, trust company or association into which the
Indenture Trustee may be merged or converted or with which it may be
consolidated, or any corporation, bank, trust company or association resulting
from any merger, conversion or consolidation to which the Indenture Trustee
shall be a party, or any corporation, bank, trust company or association
succeeding to all or substantially all the corporate trust business of the
Indenture Trustee, shall be the successor of the Indenture Trustee hereunder,
provided such corporation, bank, trust company or association shall be otherwise
qualified and eligible under this Article, without the execution or filing of
any paper or any further act on the part of any of the parties hereto.

         Section 5.08.     Resignation and Removal; Appointment of Successor.

         (a)      No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee pursuant to this Article shall
become effective until (i) the acceptance of appointment by the successor
Indenture Trustee in accordance with the applicable

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<PAGE>
requirements of Section 5.09 and (ii) repayment to the predecessor Indenture
Trustee of all unpaid fees and expenses.

         (b)      The Indenture Trustee may resign at any time by giving written
notice thereof to the Issuer and the Agent. If the respective instruments of
acceptance by a successor Indenture Trustee required by Section 5.09 shall not
have been delivered to each such party within 30 days after the giving of such
notice of resignation, the resigning Indenture Trustee may petition any court of
competent jurisdiction for the appointment of their respective successors.

         (c)      The Indenture Trustee may be removed at any time by the
Majority Noteholders and notice of such action by the Noteholders shall be
delivered to the Indenture Trustee and the Issuer.

         (d)      If at any time:

                  (i)      the Indenture Trustee shall cease to be eligible
         under Section 5.05, or the representations of the Indenture Trustee in
         Section 5.06 shall prove to be untrue in any material respect, and the
         Indenture Trustee shall fail to resign after written request therefor
         by the Issuer or Noteholders of 10% of the aggregate Note Principal
         Balance of the Outstanding Notes; or

                  (ii)     the Indenture Trustee shall become incapable of
         acting or shall be adjudged a bankrupt or insolvent or a receiver of
         the Indenture Trustee or of its property shall be appointed or any
         public officer shall take charge or control of the Indenture Trustee or
         its property or affairs for the purpose of rehabilitation, conservation
         or liquidation;

then, in any such case, (i) the Issuer, by a Resolution, may remove the
Indenture Trustee, or (ii) subject to Section 4.13, any Noteholder may, on its
own behalf and on behalf of all others similarly situated, petition any court of
competent jurisdiction for the removal of the Indenture Trustee and the
appointment of a successor Indenture Trustee.

         (e)      If the Indenture Trustee shall resign, be removed or become
incapable of acting, or if a vacancy shall occur in the office of Indenture
Trustee for any cause, the Issuer, by a Resolution, shall promptly remove the
Indenture Trustee and appoint a successor Indenture Trustee who shall comply
with the applicable requirements of Section 5.09. If, within 60 days after such
resignation, removal or incapacity, or the occurrence of such vacancy, a
successor Indenture Trustee shall not have been appointed by the Issuer and
shall not have accepted such appointment in accordance with the applicable
requirements of Section 5.09, then a successor Indenture Trustee shall be
appointed by the Majority Noteholders by notice delivered to the Issuer and the
retiring Indenture Trustee, and the successor Indenture Trustee so appointed
shall, forthwith upon its acceptance of such appointment in accordance with the
applicable requirements of Section 5.09, become the successor Indenture Trustee
with respect to the Notes.

         If, within 120 days after such resignation, removal or incapacity, or
the occurrence of such vacancy, no successor Indenture Trustee shall have been
so appointed and accepted appointment in the manner required by Section 5.09,
the resigning Indenture Trustee may, on its

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<PAGE>
own behalf and on behalf of all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

         (f)      The Issuer shall give notice of any resignation or removal of
the Indenture Trustee and the appointment of a successor Indenture Trustee by
giving notice of such event to the Noteholders. Each notice shall include the
name of the successor Indenture Trustee and the address of its Corporate Trust
Office.

         Section 5.09.     Acceptance of Appointment by Successor.

         In case of the appointment hereunder of a successor Indenture Trustee,
the successor Indenture Trustee so appointed shall execute, acknowledge and
deliver to the Issuer and to the retiring Indenture Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Indenture Trustee shall become effective and such successor Indenture
Trustee without any further act, deed or conveyance, shall become vested with
all the rights, powers, trusts and duties of the retiring Indenture Trustee;
but, on the request of the Issuer or the successor Indenture Trustee such
retiring Indenture Trustee shall, upon payment of each of its fees, execute and
deliver an instrument transferring to such successor Indenture Trustee all the
rights, powers and trusts of the retiring Indenture Trustee shall duly assign,
transfer and deliver to such successor Indenture Trustee all property and money
held by such retiring Indenture Trustee hereunder, shall take such action as may
be requested by the Manager on behalf of the Issuer to provide for the
appropriate interest in the Trust Estate to be vested in such successor
Indenture Trustee, but shall not be responsible for the recording of such
documents and instruments as may be necessary to give effect to the foregoing.

         Upon request of any such successor Indenture Trustee, the Issuer shall
execute any and all instruments for more fully and certainly vesting in and
confirming to such successor Indenture Trustee all such rights, powers and
trusts referred to in this Section.

         No successor Indenture Trustee shall accept its appointment unless at
the time of such acceptance such successor Indenture Trustee shall be qualified
and eligible under this Article.

         Section 5.10.     Unclaimed Funds.

         The Indenture Trustee is required to hold any payments received by it
with respect to the Notes that are not paid to the Noteholders in trust for the
Noteholders. Notwithstanding the foregoing, at the expiration of two years
following the Final Payment Date for the Notes, any monies set aside in
accordance with Section 2.10(b) for payment of principal, interest and other
amounts on such Notes remain unclaimed by any lawful owner thereof, such
unclaimed funds and, to the extent required by applicable law, any accrued
interest thereon shall be remitted to the Issuer to be held in trust by the
Issuer for the benefit of the applicable Noteholder until distributed in
accordance with applicable law, and all liability of the Indenture Trustee with
respect to such money shall thereupon cease; provided, that the Indenture
Trustee, before being required to make any such repayment, may, at the expense
of the applicable Noteholder, payable out of such unclaimed funds, to the extent
permitted by applicable law, and otherwise at the expense of the Issuer, cause
to be published at least once but not more than three times in two newspapers in
the English language customarily published on each Business Day and of general

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<PAGE>
circulation, in New York, New York, a notice to the effect that such monies
remain unclaimed and have not been applied for the purpose for which they were
deposited, and that after a date specified therein, which shall be not less than
30 days after the date of first publication of said notice, any unclaimed
balance of such monies then remaining in the hands of the Indenture Trustee will
be paid to the Issuer upon its written directions to be held in trust for the
benefit of the applicable Noteholder until distributed in accordance with
applicable law. Any successor to the Issuer through merger, consolidation or
otherwise or any recipient of substantially all the assets of the Issuer in a
liquidation of the Issuer shall remain liable for the amount of any unclaimed
balance paid to the Issuer pursuant to this Section 5.10.

         Section 5.11.     Illegal Acts.

         No provision of this Indenture or any amendment or supplement hereto
shall be deemed to impose any duty or obligation on the Indenture Trustee to do
any act in the performance of its duties hereunder or to exercise any right,
power, duty or obligation conferred or imposed on it, which under any present or
future law shall be unlawful, or which shall be beyond the corporate powers,
authorization or qualification of the Indenture Trustee.

         Section 5.12.     Communications by the Indenture Trustee.

         The Indenture Trustee shall send to the Issuer, within one Business Day
after the Maturity Date thereof, if any principal of or interest on such Notes
due and payable hereunder is not paid, a written demand for payment thereof.

         Section 5.13.     Separate Indenture Trustees and Co-Trustees.

         (a)      Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting legal requirements applicable to it in the
performance of its duties hereunder, the Indenture Trustee shall have the power
to, and shall execute and deliver all instruments to, appoint one or more
Persons to act as separate trustees or co-trustees hereunder, jointly with the
Indenture Trustee, of any of the Trust Estate subject to this Indenture, and any
such Persons shall be such separate trustee or co-trustee, with such powers and
duties consistent with this Indenture as shall be specified in the instrument
appointing such Person but without thereby releasing the Indenture Trustee from
any of its duties hereunder. If the Indenture Trustee shall request the Issuer
to do so, the Issuer shall join with the Indenture Trustee in the execution of
such instrument, but the Indenture Trustee shall have the power to make such
appointment without making such request. A separate trustee or co-trustee
appointed pursuant to this Section 5.13 need not meet the eligibility
requirements of Section 5.05.

         (b)      Every separate trustee and co-trustee shall, to the extent
not prohibited by law, be subject to the following terms and conditions:

                  (i)      the rights, powers, duties and obligations conferred
         or imposed upon such separate or co-trustee shall be conferred or
         imposed upon and exercised or performed by the Indenture Trustee and
         such separate or co-trustee jointly, as shall be provided in the
         appointing instrument, except to the extent that under any law of any
         jurisdiction in which any particular act is to be performed any
         nonresident trustee shall be incompetent

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<PAGE>
         or unqualified to perform such act, in which event such rights, powers,
         duties and obligations shall be exercised and performed by such
         separate trustee or co-trustee;

                  (ii)     all powers, duties, obligations and rights conferred
         upon the Indenture Trustee, in respect of the custody of all cash
         deposited hereunder shall be exercised solely by the Indenture Trustee;
         and

                  (iii)    the Indenture Trustee may at any time by written
         instrument accept the resignation of or remove any such separate
         trustee or co-trustee, and, upon the request of the Indenture Trustee,
         the Issuer shall join with the Indenture Trustee in the execution,
         delivery and performance of all instruments and agreements necessary or
         proper to make effective such resignation or removal, but the Indenture
         Trustee shall have the power to accept such resignation or to make such
         removal without making such request. A successor to a separate trustee
         or co-trustee so resigning or removed may be appointed in the manner
         otherwise provided herein.

         (c)      Such separate trustee or co-trustee, upon acceptance of such
trust, shall be vested with the estates or property specified in such
instrument, jointly with the Indenture Trustee, and the Indenture Trustee shall
take such action as may be necessary to provide for (i) the appropriate interest
in the Trust Estate to be vested in such separate trustee or co-trustee, (ii)
the execution and delivery of any transfer documentation or note powers that may
be necessary to give effect to transfer of the Receivables to the co-trustee.
Any separate trustee or co-trustee may, at any time, by written instrument,
constitute the Indenture Trustee its agent or attorney in fact with full power
and authority, to the extent permitted by law, to do all acts and things and
exercise all discretion authorized or permitted by it, for and on behalf of it
and in its name. If any separate trustee or co-trustee shall be dissolved,
become incapable of acting, resign, be removed or die, all the estates,
property, rights, powers, trusts, duties and obligations of said separate
trustee or co-trustee, so far as permitted by law, shall vest in and be
exercised by the Indenture Trustee, without the appointment of a successor to
said separate trustee or co-trustee, until the appointment of a successor to
said separate trustee or co-trustee is necessary as provided in this Indenture.

         (d)      Any notice, request or other writing, by or on behalf of any
Noteholder, delivered to the Indenture Trustee shall be deemed to have been
delivered to all separate trustees and co-trustees.

         (e)      Although co-trustees may be jointly liable, no co-trustee or
separate trustee shall be severally liable by reason of any act or omission of
the Indenture Trustee or any other such trustee hereunder.

                                   ARTICLE VI

                             REPORTS TO NOTEHOLDERS

         Section 6.01.     Reports to Noteholders and Others.

         (a)      On each Payment Date, the Indenture Trustee shall upon receipt
from the REMIC Servicer make the Monthly REMIC Servicer Report and the Payment
Date Report available each

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<PAGE>
month to the Agent and each Noteholder (the "Interested Parties") via the
Indenture Trustee's internet website. The Indenture Trustee's internet website
shall initially be located at http://www.JPMorgan.com/absmbs which may be
accessed by Interested Parties with the use of an assigned password. The
Indenture Trustee shall provide reasonable assistance in using the website to
users that call the Indenture Trustee's customer service desk at 212-623-5600.
Parties that are unable to use the above distribution options are entitled to
have a paper copy mailed to them via first class mail by calling the customer
service desk and indicating the need for assistance.

         (b)      Within a reasonable period of time after the end of each
calendar year, upon request unless required pursuant to the Code, (but in no
event more than 60 days following the end of such calendar year), the Indenture
Trustee shall prepare, or cause to be prepared, and mail to each Person who at
any time during the calendar year was a Noteholder (i) a statement containing
the aggregate amount of principal and interest payments on the Notes for such
calendar year or applicable portion thereof during which such person was a
Noteholder and (ii) such other customary information as the Indenture Trustee
deems necessary or desirable for Noteholders to prepare their federal, state and
local income tax returns. The obligations of the Indenture Trustee in the
immediately preceding sentence shall be deemed to have been satisfied to the
extent that substantially comparable information shall be provided by the
Indenture Trustee pursuant to any requirements of the Code. As soon as
practicable following the request of any Noteholder in writing, the Indenture
Trustee shall furnish to such Noteholder such information regarding the
Receivables as such holder may reasonably request.

         Section 6.02.     REMIC Servicer Reports.

         (a)      By no later than the third Business Day before each Payment
Date, the REMIC Servicer shall deliver to the Issuer, the Indenture Trustee, the
Agent and the Verification Agent a report in the form of Exhibit B hereto (the
"Monthly REMIC Servicer Report") (in electronic form) listing (A) the aggregate
Receivables Balance for each REMIC Trust as of the close of business on the last
Business Day of the Collection Period preceding such Payment Date and listing
the balance of all P&I Advances the rights to reimbursement for which are not
included in the Aggregate Receivables (summarized in each case by REMIC Trust),
(B) the aggregate Receivables Balance for each REMIC Trust as of the beginning
of the preceding Collection Period (summarized in each case by REMIC Trust), (C)
a reconciliation (by REMIC Trust) of the amounts set forth in clauses (A) and
(B) above showing, in the aggregate, P&I Advances made and recoveries thereof
during the preceding Collection Period and separately identifying Successor
Proceeds, Tranche A Lender Proceeds and Net Proceeds, (D) a trial balance
listing all Assets included in the Loan-Level REMIC Trusts and listing all P&I
Advances outstanding with respect to such Assets as of the end of the related
Collection Period and identifying each Loan-Level Advance by the related loan
numbers and (E) setting forth such additional information as may be reasonably
requested by the Indenture Trustee, the Agent or the Verification Agent from
time to time.

         (b)      In addition, no later than the third Business Day before each
Payment Date, the REMIC Servicer shall deliver to the Issuer, the Indenture
Trustee, the Verification Agent and the Agent a report in substantially the form
of Exhibit D hereto (the "Payment Date Report") reporting (i) the amount of the
Available Amount that will be transferred into the Note Payment

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<PAGE>
Account on such Payment Date, the amount on deposit in the Reserve Account, and,
if applicable, the amount the Indenture Trustee is to withdraw from the Reserve
Account and deposit into the Note Payment Account on such Payment Date, and (ii)
the amount of each payment required to be made by the Indenture Trustee pursuant
to Section 2.10(c) on such Payment Date. Without limiting the generality of the
foregoing, the Payment Date Report shall specify the Indenture Trustee Fee, the
Interest Distributable Amount for the Notes, any Interest Carryover Shortfall,
the Required Reserve Amount, the Reserve Fund Reimbursement Amount, the
aggregate payments in respect of principal of the Notes (for Payment Dates
occurring after the end of the Funding Period), and the unpaid Note Principal
Balance (before and after giving effect to any payments in respect of principal
of the Notes). The Payment Date Report shall also report on Reimbursement
Account activity during the preceding Collection Period, by reporting (1) the
amount on deposit in the Reimbursement Account at the beginning of such
Collection Period, (2) the amount of all Net Proceeds deposited into the
Reimbursement Account during the Collection Period, (3) the aggregate amount of
Repurchase Prices deposited into the Reimbursement Account during the Collection
Period, (4) the aggregate amount of deposits into the Reimbursement Account from
the Note Payment Account in respect of the Payment Date occurring during the
Collection Period, (5) the daily total of all payments made in respect of Excess
Amounts and all Cash Purchase Prices paid in respect of Additional Receivables
on each Funding Date during the related Collection Period on which any such
payment was made, and (6) the amount transferred from the Reimbursement Account
to the Note Payment Account in respect of the Payment Date that occurred during
such preceding Collection Period. The Payment Date Report shall also state any
other information necessary for the Indenture Trustee to make the payments
required by Section 2.10 on such Payment Date and all information necessary for
the Indenture Trustee to send statements to Noteholders pursuant to Section
6.01(a). Each Payment Date Report shall also (A) state the aggregate Collateral
Value as of the end of the preceding Collection Period, the amount on deposit in
the Reimbursement Account and the Note Payment Account as of the end of the
preceding Collection Period, (B) demonstrate that the Collateral Coverage
Requirement was met at such time, and (C) list each Event of Default and REMIC
Termination Event for each REMIC Trust and present a yes or no answer beside
each indicating whether each possible Event of Default and REMIC Termination
Event has occurred as of the end of the preceding Collection Period.

         (c)      By no later than 11:00 AM Eastern time on each Funding Date,
the REMIC Servicer shall deliver to the Issuer, the Indenture Trustee, the
Verification Agent and the Agent a report in substantially the form of Exhibit F
hereto (each, a "Funding Date Report") (A) listing all Receivables as of the
close of business on such Funding Date (summarized in each case by REMIC Trust),
and including the aggregate Receivables Balance of Receivables attributable to
both the Pool-Level Advances and the Loan-Level Advances for each REMIC Trust at
such date (summarized in each case by REMIC Trust) and including a trial balance
listing all Assets in the Loan-Level REMIC Trusts and identifying each
Loan-Level Advance by loan number, (B) stating the aggregate amount of the Cash
Purchase Price to be paid on the Funding Date, (C) stating the aggregate Excess
Amount to be paid on the Funding Date, (D) containing a statement as to whether
all Funding Conditions have been satisfied, and (E) containing a computation
demonstrating that on such Funding Date, the Collateral Coverage Requirement
will be satisfied after the payment of the Cash Purchase Price with respect to
any Additional Receivables to be sold and contributed on such Funding Date and
any Excess Amounts paid to the Issuer on such Funding Date.

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<PAGE>
         (d)      Notwithstanding anything contained herein to the contrary,
none of the Verification Agent (except as described in the Verification Agent
Letter), the Indenture Trustee nor the Agent shall have any obligation to verify
or recalculate any information provided to them by the REMIC Servicer.

         Section 6.03.     Access to Certain Information.

         (a)      The Indenture Trustee shall afford to the Issuer, the Agent,
the REMIC Servicer, the REMIC Sub-Servicer, the Seller and any Holder or Holders
of Notes, and to the OTS, the FDIC and any other banking or insurance regulatory
authority that may exercise authority over any Noteholder, access to any
documentation regarding the Receivables within its control that may be required
to be provided by this Indenture or by applicable law. Such access shall be
afforded without charge but only upon reasonable prior written request and
during normal business hours at the offices of the Indenture Trustee designated
by it.

         (b)      The Indenture Trustee shall maintain at its office primarily
responsible for administration of the Trust Estate and shall deliver to the
Issuer, the REMIC Servicer, the REMIC Sub-Servicer, the Seller, the Agent and
any Noteholder or Person identified to the Indenture Trustee as a prospective
transferee of a Note or an interest therein (at the reasonable request and
expense of the requesting party), copies of the following items (to the extent
that such items have been delivered to the Indenture Trustee or the Indenture
Trustee can cause such items to be delivered to it without unreasonable burden
or expense): (i) this Indenture, the Receivables Purchase Agreement and any
amendments hereto or thereto; (ii) all reports prepared by, and all reports
delivered to, the Indenture Trustee or the REMIC Servicer or the REMIC
Sub-Servicer since the Closing Date; (iii) all Officer's Certificates delivered
by the REMIC Servicer or the REMIC Sub-Servicer since the Closing Date and all
Officer's Certificates delivered by the Issuer since the Closing Date pursuant
to Section 9.07 of this Indenture; (iv) all accountants' reports caused to be
delivered by the REMIC Servicer or REMIC Sub-Servicer since the Closing Date;
and (v) each of the Receivables Files. The Indenture Trustee shall make
available copies of any and all of the foregoing items upon request of any party
set forth in the previous sentence. However, the Indenture Trustee shall be
permitted to require of such party the payment of a sum sufficient to cover the
reasonable costs and expenses of providing such copies as are requested by such
party.

                                  ARTICLE VII

               FUNDING ACCOUNT; PURCHASE OF ADDITIONAL RECEIVABLES

         Section 7.01.     Funding Account.

         On each Funding Date, the Indenture Trustee shall deposit or cause to
be deposited into the Funding Account: (i) the amount of any Additional Note
Balances purchased by the Tranche B Lenders pursuant to the Note Purchase
Agreement on such Funding Date (to the extent that the Excess Amount is
insufficient to pay the Cash Purchase Price with respect to the Additional
Receivables to be acquired by the Issuer on such Funding Date); and (ii) the
Excess Amount, if any, on deposit in the Reimbursement Account to the extent
required to fund the Cash Purchase Price of the Additional Receivables on such
Funding Date. On each Funding Date, the REMIC

                                       58
<PAGE>
Servicer shall deposit or cause to be deposited into the Funding Account the
Seller Contribution with respect to the Additional Receivables to be acquired by
the Issuer on such Funding Date. On each Funding Date, subject to satisfaction
of the Funding Conditions and the other requirements of Section 7.02, the
Indenture Trustee shall withdraw from the Funding Account and pay to the
appropriate REMIC Trustee with respect to each REMIC Trust the aggregate amount
of the P&I Advances (other than Extension P&I Advances) payable to such REMIC
Trustee on such Funding Date in accordance with the instructions of the REMIC
Servicer set forth in the related Funding Date Report. Such payment by the
Indenture Trustee to the REMIC Trustees shall constitute payment of the Purchase
Price for the Aggregate Receivables consisting of such P&I Advances made on
behalf of the REMIC Servicer and shall not be deemed to be the making of P&I
Advances by the Issuer or the Indenture Trustee. The Issuer acknowledges that it
does not have any ownership of the Funding Account.

         Section 7.02.     Purchase of Additional Receivables.

         Two Business Days prior to each Funding Date, the Issuer shall provide
(or cause to be provided) to the Indenture Trustee and the Agent an estimate of
the Receivables Balance of the Additional Receivables to be conveyed by the
Seller to the Issuer on such Funding Date and the amount of Additional Note
Balance, if any, to be purchased by the Tranche B Lenders on such Funding Date.
On each Funding Date, the Seller shall deliver a Funding Date Report to the
Indenture Trustee and the Agent and convey to the Issuer the related Additional
Receivables. Delivery of the Funding Date Report by the Seller shall be deemed
to constitute certification by the Seller that the Funding Conditions set forth
in clauses (ii), (iv), (v), (vi), (vii), (viii), (ix), (x), (xii), (xiii) and
(xiv) have been satisfied. Upon receipt of the Funding Date Report by the
Indenture Trustee and confirmation by the Indenture Trustee that the Funding
Conditions set forth in clauses (i) (as to the Indenture Trustee's receipt),
(iii), (iv) (based on the Funding Date Report), (ix) (based on the Funding Date
Report), (x), (xi) and (xii) of this Section 7.02 have been satisfied on or
prior to such Funding Date (with respect to conditions (iii) and (xii), that the
Indenture Trustee has not received notice from the Agent or any Noteholder that
such condition has not been satisfied), the Indenture Trustee shall apply funds
on deposit in the Funding Account in the manner specified in Section 7.01 with
respect to such Additional Receivables, provided that the Indenture Trustee
shall not fund the Cash Purchase Price of the Additional Receivables if it
receives notice from the Issuer or the Agent that any of the Funding Conditions
have not been satisfied. Notwithstanding the failure of the Indenture Trustee to
fund the purchase of Additional Receivables, due to the failure of any of the
Funding Conditions or otherwise, the Seller shall convey such Additional
Receivables to the Issuer on each Funding Date in accordance with the
Receivables Purchase Agreement. In the event that the Indenture Trustee
determines that any of the Funding Conditions set forth conditions in clauses
(i), (iii), (iv), (ix), (x), (xi) and (xii) of this Section 7.02 have not been
satisfied on or prior to such Funding Date, the Indenture Trustee shall promptly
notify the Seller and the Agent.

         The funding by the Indenture Trustee of the Cash Purchase Price with
respect to any Additional Receivable shall be subject to the satisfaction on the
related Funding Date of the following conditions precedent (the "Funding
Conditions"):

                  (i)      the Issuer shall have delivered (or caused to be
         delivered) to the Indenture Trustee and the Agent the related Funding
         Date Report;

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                  (ii)     as of such Funding Date, neither the Seller nor the
         Issuer shall (A) be insolvent, (B) be made insolvent by the transfer of
         the related Receivables or (C) have reason to believe that its
         insolvency is imminent;

                  (iii)    the Funding Period shall not have terminated;

                  (iv)     as of such Funding Date (after giving effect to the
         transfer of the related Receivables on such Funding Date), the
         Collateral Coverage Requirement shall be satisfied;

                  (v)      each of the representations and warranties made by
         the Seller under the Receivables Purchase Agreement with respect to the
         Receivables shall be true and correct in all material respects as of
         such Funding Date (or, as of the date of conveyance of the related
         Receivables with respect to the representations and warranties set
         forth in Sections 5.01(s)(iv), (v), (x) and (xi) of the Receivables
         Purchase Agreement) with the same effect as if then made and each of
         the Seller and the Issuer shall have performed all obligations to be
         performed by it under the Transaction Documents on or prior to such
         Funding Date;

                  (vi)     the Seller or the Issuer shall have taken any action
         requested by the Indenture Trustee or the Noteholders required to
         maintain the ownership interest of the Issuer and the first priority
         lien of the Indenture Trustee in the Trust Estate;

                  (vii)    all conditions precedent to the transfer of the
         related Receivables pursuant to the Receivables Purchase Agreement
         shall have been fulfilled as of such Funding Date;

                  (viii)   if any Additional Note Balance is being purchased in
         respect of such Funding Date, all conditions precedent to the Tranche B
         Lenders' purchase of Additional Note Principal Balance pursuant to the
         Note Purchase Agreement shall have been fulfilled as of such Funding
         Date;

                  (ix)     the Seller shall have deposited the full amount of
         the related Seller Contribution into the Funding Account with respect
         to such Additional Receivable;

                  (x)      an amount equal to not less than the Expense Reserve
         is on deposit in the Reimbursement Account (after taking into account
         the purchase of such Additional Receivable);

                  (xi)     the Note Principal Balance is equal to or less than
         $75,000,000, after taking into account the purchase of such Additional
         Receivable;

                  (xii)    a Funding Interruption Event shall not have occurred;

                  (xiii)   the Additional Receivable does not relate to a REMIC
         Trust for which a REMIC Termination Event has occurred and such event
         has not been waived by the Majority Noteholders; and

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                  (xiv)    no action has been taken or omitted to have been
         taken that would impair the lien or rights of the Indenture Trustee.

         Section 7.03.     REMIC Conversions.

         Subject to the conditions set forth in the following sentence, in the
event that the Seller is able to amend the REMIC Pooling Agreements related to
any of the Loan-Level REMIC Trusts in order to provide for the reimbursement of
P&I Advances from all collections on the related Assets, Schedule 1 hereto shall
be amended to delete such REMIC Trusts as Loan-Level REMIC Trusts and Schedule 2
hereto shall be amended to add such REMIC Trusts, in each case effective with
respect to P&I Advances subject to such amendment to the REMIC Pooling
Agreements and as of the effective date of such amendment to the REMIC Pooling
Agreements. Any amendment of Schedules 1 and 2 shall be subject to the receipt
by the Agent of (i) fully executed amendments to the related REMIC Pooling
Agreements (or a valid and binding order of the United States Bankruptcy Court
for the District of Delaware that amends such REMIC Pooling Agreements); (ii)
opinions of counsel to the Seller in form and substance acceptable to the Agent
to the effect that, among other things, such amendments (or order) are valid and
enforceable in accordance with their terms, do not violate the terms of the
REMIC Pooling Agreements and are effective to amend the related REMIC Pooling
Agreements to provide for the reimbursement of P&I Advances from all collections
on the related Assets; and (iii) any other documents, certificates or agreements
reasonably required by the Agent in connection with such amendment.

                                  ARTICLE VIII

                       SUPPLEMENTAL INDENTURES; AMENDMENTS

         Section 8.01.     Supplemental Indentures or Amendments Without Consent
of Noteholders.

         Without the consent of the Noteholders but with the consent of the
Agent and Oakwood Servicing (for so long as it holds any LLC Interests), the
Issuer and the Indenture Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, or one or more amendments
hereto or to the Notes or the Receivables Purchase Agreement, for any of the
following purposes:

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

                  (2)      to correct any manifestly incorrect description, or
         amplify the description, of any property subject to the lien of this
         Indenture;

                  (3)      to modify the Indenture or the Receivables Purchase
         Agreement as required by, or made necessary by any change in,
         applicable law;

                  (4)      to evidence and provide for the acceptance of
         appointment by a successor Indenture Trustee, REMIC Servicer or REMIC
         Sub-Servicer; or

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                  (5)      to correct any mistake or typographical error or cure
         any ambiguity, or to cure, correct or supplement any defective or
         inconsistent provision herein or in the Notes or the Receivables
         Purchase Agreement.

         No such supplemental indenture or amendment shall be effective unless
(i) the Issuer obtains a Tax Opinion and obtains an Opinion of Counsel to the
effect that such supplemental indenture or amendment would not cause the Notes
to be characterized other than as indebtedness for federal income tax purposes
or cause the Notes to be deemed to have been exchanged for a new debt instrument
pursuant to Treasury Regulation Section. 1.1001-3, and furnishes each such
Opinion of Counsel to the Indenture Trustee in connection therewith, and (ii)
with respect to the clauses (1) and (3) above, the party requesting such
supplemental indenture or amendment furnishes to the Indenture Trustee and the
Issuer an Opinion of Counsel that, such action will not adversely affect the
interests of Noteholders under this Indenture in any material way.

         Section 8.02.     Supplemental Indentures With Consent of Noteholders.

         With the consent of the Noteholders of not less than 66 2/3% in
aggregate Note Principal Balance of the Outstanding Notes materially affected
thereby and Oakwood Servicing (for so long as it holds any LLC Interests), the
Issuer and the Indenture Trustee may enter into one or more indentures
supplemental hereto, or one or more amendments hereto or to the Notes or the
Receivables Purchase Agreement, for the purpose of adding any provisions hereto
or thereto, changing in any manner or eliminating any of the provisions hereof
or thereof or modifying in any manner the rights of the Noteholders hereunder or
thereunder; provided that no such supplemental indenture or amendment shall be
effective unless the Issuer obtains a Tax Opinion and obtains an Opinion of
Counsel to the effect that such supplemental indenture or amendment would not
cause the Notes to be characterized other than as indebtedness for federal
income tax purposes or cause the Notes to be deemed to have been exchanged for a
new debt instrument pursuant to Treasury Regulation Section. 1.1001-3 and,
furnishes each such Opinion of Counsel to the Indenture Trustee in connection
therewith; and provided, further, that no such supplemental indenture or
amendment shall, without the consent of the Noteholders of 100% in aggregate
Note Principal Balance of the Outstanding Notes affected thereby,

                  (1)      change the Maturity Date or the Payment Date of any
         principal, interest or other amount on any Note, or reduce the Note
         Principal Balance thereof or the Floating Rate thereon, or authorize
         the Indenture Trustee to agree to delay the timing of, or reduce the
         payments to be made on or in respect of, the Receivables except as
         provided herein or in the Receivables Purchase Agreement, or change the
         coin or currency in which the principal of any Note or interest thereon
         is payable, or impair the right to institute suit for the enforcement
         of any such payment on or after the Maturity Date thereof;

                  (2)      reduce the percentage of the then aggregate Note
         Principal Balance of the Outstanding Notes, the consent of whose
         Noteholders is required for any such supplemental indenture or
         amendment, or the consent of whose Noteholders is required for any
         waiver of defaults hereunder and their consequences provided for in
         this Indenture, or for any other reason under this Indenture (including
         for actions taken by the Indenture Trustee pursuant to Section 5.01(a)
         hereof);

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                  (3)      change any obligation of the Issuer to maintain
         an office or agency in the places and for the purposes specified in
         Section 9.01;

                  (4)      except as otherwise expressly provided in this
         Indenture, deprive any Noteholder of the benefit of a first priority
         security interest in the Trust Estate as provided in this Indenture;

                  (5)      modify Section 2.10; or

                  (6)      release from the lien of the Indenture (except as
         specifically permitted hereby on the date of execution hereof) all or
         any part of the Trust Estate.

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

         Section 8.03.     Delivery of Supplements and Amendments.

         Promptly after the execution by the Issuer and the Indenture Trustee of
any supplemental indenture or amendment pursuant to the provisions hereof, the
Indenture Trustee, at the expense of the Issuer payable out of the Trust Estate
pursuant to Section 5.04, shall furnish a notice setting forth in general terms
the substance of such supplemental indenture or amendment to each Noteholder at
the address for such Noteholder set forth in the Note Register.

         Section 8.04.     Execution of Supplemental Indentures, etc.

         In executing, or accepting the additional trusts created by, any
supplemental indenture or amendment permitted by this Article or in accepting
the modifications thereby of the trusts created by this Indenture, the Indenture
Trustee shall be entitled to receive, at the Issuer's expense payable out of the
Trust Estate pursuant to Section 5.04, and shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture, amendment or modification is authorized or permitted by this
Indenture. The Indenture Trustee may, but shall not be obligated to, enter into
any such supplemental indenture or amendment or consent to any such modification
which affects the Indenture Trustee's own rights, duties or immunities under
this Indenture or otherwise.

                                   ARTICLE IX

                              COVENANTS; WARRANTIES

         Section 9.01.     Maintenance of Office or Agency.

         The Issuer shall maintain or cause to be maintained an office or agency
in the continental United States where notices and demands to or upon the Issuer
in respect of the Notes and this Indenture may be served. The Issuer shall give
prompt written notice to the Indenture Trustee and the Noteholders of the
location, and any change in the location, of such office or agency.

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         The Issuer may also from time to time designate one or more other
offices or agencies outside the United States where the Notes may be presented
or surrendered for any or all such purposes and may from time to time rescind
such designations; provided, however, that no such designation or rescission
shall in any manner relieve the Issuer of its obligation to maintain an office
or agency in accordance with the requirements set forth in the preceding
paragraph. The Issuer shall give prompt written notice to the Indenture Trustee,
Noteholders of any such designation or rescission and of any change in the
location of such office or agency.

         Section 9.02.     Existence.

         Subject to Section 9.08, the Issuer will keep in full effect its
existence, rights and franchises under the laws of its jurisdiction of
organization, and the existence, rights and franchises (if any) of the Issuer
under the laws of its jurisdiction of organization.

         Section 9.03.     Payment of Taxes and Other Claims.

         The Issuer shall pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, all taxes, assessments and governmental
charges levied or imposed upon the Issuer or upon the income, profits or
property of the Issuer, or shown to be due on the tax returns filed by the
Issuer, except any such taxes, assessments, governmental charges or claims which
the Issuer is in good faith contesting in appropriate proceedings and with
respect to which reserves are established if required in accordance with GAAP,
provided, that such failure to pay or discharge will not cause a forfeiture of,
or a lien to encumber, any property included in the Trust Estate. The Indenture
Trustee is authorized to pay out of the Note Payment Account, prior to making
payments on the Notes, any such taxes, assessments, governmental charges or
claims which, if not paid, would cause a forfeiture of, or a lien to encumber,
any property included in the Trust Estate.

         Section 9.04.     Validity of the Notes; Title to the Trust Estate;
Lien.

         (a)      The Issuer represents and warrants that the Issuer is duly
authorized under applicable law to create and issue the Notes, to execute and
deliver this Indenture, the other documents referred to herein to which it is a
party and all instruments included in the Trust Estate which it has executed and
delivered, and that all corporate action and governmental consents,
authorizations and approvals necessary or required therefor have been duly and
effectively taken or obtained. The Notes, when issued, will be, and this
Indenture and such other documents are, valid and legally binding obligations of
the Issuer enforceable in accordance with their terms.

         (b)      The Issuer represents and warrants that, immediately prior to
its Grant of the Trust Estate provided for herein, it had good title to, and was
the sole owner of, each Receivable, free and clear of any pledge, lien,
encumbrance or security interest.

         (c)      The Issuer represents and warrants that, upon the issuance of
the Notes, the Indenture Trustee has a valid and enforceable first priority
security interest in the Trust Estate, subject only to exceptions permitted
hereby.

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         (d)      The Issuer represents and warrants that the Indenture is not
required to be qualified under the 1939 Act and that the Issuer is not required
to be registered as an "investment company" under the 1940 Act.

         Section 9.05.     Protection of Trust Estate.

         The Issuer and, to the extent directed by the Issuer or the Majority
Noteholders, the Indenture Trustee shall execute and deliver all such amendments
and supplements hereto (subject to Sections 8.01 and 8.02) and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, and shall take such other action necessary or advisable
to:

         (a)      Grant more effectively all or any portion of the Trust Estate
securing the Notes;

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

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

         (d)      enforce any of the Receivables included in the Trust Estate;
or

         (e)      preserve and defend title to the Trust Estate securing the
Notes and the rights of the Indenture Trustee, and of the Noteholders, in the
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 pursuant to this Section 9.05; provided that, subject
to and consistent with Section 5.01, the Indenture Trustee will not be obligated
to prepare or file any such statements or instruments.

         Section 9.06.     Nonconsolidation.

         The Issuer shall at all times:

         (a)      maintain separate corporate records and books of account from
any other person or entity;

         (b)      maintain separate bank accounts from any other person or
entity;

         (c)      maintain its assets in its own name and not commingle its
assets with those of any other person or entity;

         (d)      conduct its own business in its own name;

         (e)      maintain separate financial statements, showing its assets and
liabilities separate and apart from those of any other person or entity and not
have its assets listed on the financial statements of any other person or entity
(other than as required with respect to consolidated

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financial statements prepared in accordance with generally accepted accounting
principles, and with respect to any consolidated or combined financial
statements having appropriate footnotes indicating that the Issuer is a separate
legal entity);

         (f)      pay its own liabilities and expenses only out of its own
funds;

         (g)      observe all corporate and other organizational formalities;

         (h)      maintain an arm's length relationship with each of its
Affiliates;

         (i)      pay the salaries of its employees, if any, out of its own
funds;

         (j)      maintain a sufficient number of employees or engage
independent agents, in each case to the extent reasonably required in light of
its contemplated business operations;

         (k)      not guarantee, become obligated or pay for the debts of any
other entity or person (other than pursuant to the Tranche A Guaranty);

         (l)      not hold out its credit as being available to satisfy the
obligations of any other person or entity (other than pursuant to the Tranche A
Guaranty);

         (m)      not pledge its assets for the benefit of any other party
(except the pledges set forth in this Indenture);

         (n)      hold itself out as a separate entity;

         (o)      correct any known misunderstanding regarding its separate
identity; and

         (p)      maintain adequate capital in light of its contemplated
business operations.

         Section 9.07.     Negative Covenants.

         The Issuer shall not:

         (a)      sell, transfer, exchange or otherwise dispose of any of the
Collateral, except as expressly permitted by this Indenture;

         (b)      dissolve or liquidate in whole or in part, except as provided
in Section 9.08;

         (c)      engage, directly or indirectly, in any business other than
that arising out of the issue of the Notes, and the actions contemplated or
required to be performed under this Indenture or the Receivables Purchase
Agreement;

         (d)      incur, create or assume any indebtedness for borrowed money
other than the Notes;

         (e)      make or permit to remain outstanding, any loan or advance to,
or own or acquire any stock or securities of, any Person other than the
Receivables and any other instruments

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constituting part of the Trust Estate, it being understood that the Issuer's
purchase of Receivables does not constitute lending, making advances or
acquiring stock; or

         (f)      voluntarily file a petition for bankruptcy, reorganization,
assignment for the benefit of creditors or similar proceeding.

         Section 9.08.     Reserved.

         Section 9.09.     Issuer may Consolidate, Etc., only on Certain Terms.

         (a)      The Issuer shall not consolidate or merge with or into any
other Person or convey or transfer the Trust Estate to any Person without the
consent of Noteholders with an aggregate Note Principal Balance of not less than
66 2/3% of the aggregate Note Principal Balance of the Outstanding Notes and
unless:

                  (i)      the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger or that acquires by conveyance
         or transfer the Trust Estate (the "Successor Person"), shall be a
         Person organized and existing under the laws of the United States of
         America or any State and shall have expressly assumed, executed and
         delivered to the Indenture Trustee, the obligation (to the same extent
         as the Issuer was so obligated) to make payments of principal, interest
         and other amounts on all of the Notes and pay all amounts owned by the
         Issuer under this Indenture, and the obligation to perform every
         covenant of this Indenture on the part of the Issuer to be performed or
         observed, all as provided herein;

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

                  (iii)    the Issuer shall have delivered to the Indenture
         Trustee an Officer's Certificate and an Opinion of Counsel, each
         stating that such consolidation, merger, conveyance or transfer comply
         with and satisfy all conditions precedent relating to the transactions
         set forth in this Section 9.08;

                  (iv)     the Successor Person shall have delivered to the
         Indenture Trustee an Officer's Certificate and an Opinion of Counsel
         each stating that, with respect to a Successor Person that is a
         corporation, limited liability company, partnership or trust, such
         Successor Person shall be duly organized, validly existing and in good
         standing in the jurisdiction in which such Successor Person is
         organized; that the Successor Person has sufficient power and authority
         to assume the obligations set forth in clause (i) above and to execute
         and deliver an indenture supplemental hereto for the purpose of
         assuming such obligation; that the Successor Person has duly authorized
         the execution, delivery and performance of an indenture supplemental
         hereto for the purpose of assuming such obligations; and that such
         supplemental indenture is a valid, legal and binding obligation of the
         Successor Person, enforceable in accordance with its terms, subject
         only to bankruptcy, reorganization, insolvency and other laws affecting
         the enforcement of creditor's rights generally and to general
         principles of equity (regardless of whether such enforceability is
         considered in a proceeding in equity or law); and that, immediately
         following the event which causes the Successor Person to become the
         Successor Person,

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         (A) the Successor Person has good and marketable title, free and clear
         of any lien, security interest or charge other than the lien and
         security interest of this Indenture and any other lien permitted
         hereby, to the Collateral and (B) the Indenture Trustee continues to
         have a perfected first priority security interest in the Collateral.

         (b)      Upon any consolidation or merger, or any conveyance or
transfer of the Trust Estate securing the Notes, the Successor Person shall
succeed to, and be substituted for, and may exercise every right and power of,
the Issuer under this Indenture with the same effect as if such Successor Person
had been named as the Issuer herein. In the event of any such conveyance or
transfer of the Trust Estate permitted by this Section 9.08, the Person named as
the "Issuer" in the first paragraph of this Indenture, or any successor that
shall theretofore have become such in the manner prescribed in this Article and
that has thereafter effected such a conveyance or transfer, may be dissolved,
wound-up and liquidated at any time thereafter, and such Person thereafter shall
be released from its liabilities as obligor and maker on all of the then
Outstanding Notes and from its obligations under this Indenture.

         Section 9.10.     Purchase of Notes.

         The Issuer may reacquire Notes, in its discretion, by open market
purchases in privately negotiated transactions or otherwise.

         Section 9.11.     Indemnification.

                  (a)      Without limiting any other rights that an
Indemnified Party may have hereunder or under applicable law, the Issuer hereby
agrees to indemnify each Indemnified Party (as defined below) from and against
any and all Indemnified Amounts (as defined below), excluding, however,
Indemnified Amounts to the extent resulting from gross negligence or willful
misconduct on the part of such Indemnified Party. To the extent that the
foregoing undertaking to indemnify the Indemnified Parties may be unenforceable
because it is violative of any law or public policy, the Issuer nevertheless
shall pay such amounts as may be permitted under applicable law to satisfy its
indemnification obligations hereunder to the fullest extent permissible under
applicable law.

Without limiting or being limited by the foregoing, the Issuer shall pay in
accordance with Section 2.10(c) to each Indemnified Party any and all amounts
necessary to indemnify such Indemnified Party from and against any and all
Indemnified Amounts relating to or resulting from:

                           (i)      a breach of any representation or warranty
                                    made by the Issuer under or in connection
                                    with this Indenture or any other Transaction
                                    Document; or

                           (ii)     the failure by the Issuer to comply with any
                                    term, provision or covenant contained in
                                    this Indenture or any other Transaction
                                    Document, or any agreement executed by it in
                                    connection with this Indenture or any other
                                    Transaction Document; or

                           (iii)    any information prepared by and furnished or
                                    to be furnished by any of the Issuer or the
                                    Seller or any of their Affiliates pursuant
                                    to

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                                    or in connection with the transactions
                                    contemplated hereby including, without
                                    limitation, such written information as may
                                    have been and may be furnished in connection
                                    with any due diligence investigation with
                                    respect to the business, operations,
                                    financial condition of the Issuer, the
                                    Seller, any of their Affiliates or with
                                    respect to the Receivables, to the extent
                                    such information contains any untrue
                                    statement or alleged untrue statement of
                                    material fact.

                  (b) Any Indemnified Amounts subject to the indemnification
provisions of this Section 9.10 shall be paid to the Indemnified Party within 20
Business Days following demand therefor; provided that, prior to an Event of
Default, amounts payable under this Section 9.10 shall only be payable on
Payment Dates pursuant to Section 2.10(c). "Indemnified Party" means any of the
Indenture Trustee, the Securities Intermediary, the Agent and the Secured
Parties and their officers, employees, directors, attorneys, consultants, agents
and successors or assigns. "Indemnified Amounts" means any and all claims,
losses, liabilities, obligations, damages, penalties, actions, judgments, suits,
and related reasonable costs and reasonable expenses of any nature whatsoever,
including reasonable attorneys' fees and disbursements, imposed on, incurred by
or asserted against an Indemnified Party with respect to this Indenture or any
other Transaction Document.

                  (c) Promptly after an Indemnified Party shall have been served
with the summons or other first legal process or shall have received written
notice of the threat of a claim in respect of which an indemnity may be claimed
against the Issuer under this Section 9.10, the Indemnified Party shall notify
the Issuer in writing of the service of such summons, other legal process or
written notice, giving information therein as to the nature and basis of the
claim, but failure so to notify the Issuer shall not relieve the Issuer from any
liability which it may have hereunder or otherwise except to the extent that the
Issuer is prejudiced by such failure so to notify the Issuer. The Issuer will be
entitled, at its own expense, to participate in the defense of any such claim or
action and to assume the defense thereof, with counsel reasonably satisfactory
to such Indemnified Party, unless the defendants in any such action include both
the Indemnified Party and the Issuer, and the Indemnified Party (upon the advice
of counsel) shall have reasonably concluded that there may be legal defenses
available to it that are different from or additional to those available to the
Issuer, or one or more Indemnified Parties, and which in the reasonable opinion
of such counsel are sufficient to create a conflict of interest for the same
counsel to represent both the Issuer and such Indemnified Party; provided,
however, that the Issuer shall not be responsible for the fees and expenses of
more than one firm of attorneys for all Indemnified Parties related to the
Issuer and the Secured Parties and one firm of attorneys for the Indenture
Trustee. Each Indemnified Party shall cooperate with the Issuer in the defense
of any such action or claim. The Issuer shall not, without the prior written
consent of the Indemnified Party, effect any settlement of any pending or
threatened proceeding in respect of which any Indemnified Party is or could have
been a party and indemnity could have been sought hereunder by such Indemnified
Party, unless such settlement includes an unconditional release of such
Indemnified Party from all liability on claims that are the subject matter of
such proceeding or threatened proceeding.

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         Section 9.12.     Advance Facility.

         The Parties hereto acknowledge and agree that the transactions under
the Transaction Documents constitute an Advance Facility under the REMIC Pooling
Agreements and that, with respect to each REMIC Trust, all P&I Advance
Reimbursement Amounts shall be allocated to the Receivables created in
connection with such REMIC Trust on a "first in, first out" ("FIFO") basis.

                                   ARTICLE X

                                      AGENT

         Section 10.01. Appointment. Each Noteholder (and each subsequent holder
of any Note by its acceptance thereof) hereby irrevocably appoints and
authorizes the Agent to perform the duties of the Agent as set forth in this
Indenture including: (i) to receive on behalf of each Noteholder any payment of
principal of or interest on the Notes outstanding hereunder and all other
amounts accrued hereunder for the account of the Noteholders and paid to the
Agent, and to distribute promptly to each Noteholder its Percentage Interest of
all payments so received and (ii) to distribute to each Noteholder copies of all
material notices (including any Purchase Request delivered in accordance with
the Note Purchase Agreement) and agreements received by the Agent and not
required to be delivered to each Noteholder pursuant to the terms of this
Indenture, provided that the Agent shall not have any liability to the
Noteholders for the Agent's inadvertent failure to distribute any such notices
or agreements to the Noteholders and (iii) subject to Section 10.03 of this
Indenture, to take such action as the Agent deems appropriate on its behalf to
administer the Notes and the other Transaction Documents and to exercise such
other powers delegated to the Agent by the terms hereof or the other Transaction
Documents (including, without limitation, the power to give or to refuse to give
notices, waivers, consents, approvals and instructions and the power to make or
to refuse to make determinations and calculations) together with such powers as
are reasonably incidental thereto to carry out the purposes hereof and thereof.
As to any matters not expressly provided for by this Indenture and the other
Transaction Documents (including, without limitation, enforcement or collection
of the Notes), the Agent shall not be required to exercise any discretion or
take any action, but shall be required to act or to refrain from acting (and
shall be fully protected in so acting or refraining from acting) upon the
instructions of the Majority Noteholders, and such instructions of the Majority
Noteholders shall be binding upon all Noteholders and all holders of Notes;
provided, however, that the Agent shall not be required to take any action
which, in the reasonable opinion of the Agent, exposes the Agent to liability or
which is contrary to this Indenture or any other Transaction Document or
applicable law.

         The Indenture Trustee hereby appoints the Agent to act as the Indenture
Trustee's agent and bailee, to which notices and demands to or upon the
Indenture Trustee may be delivered, and for the purpose of exercising all rights
and remedies of the Indenture Trustee, pursuant to and in accordance with the
Tranche A SPE Security Agreement, Tranche A SPE Pledge Agreement and the Tranche
A SPE Receivables Contribution Agreement, and for the purpose of perfecting the
Indenture Trustee's security interest in any collateral pledged to the Indenture
Trustee by the Tranche A SPE pursuant to the Tranche A SPE Security Agreement,
to the extent such perfection is accomplished by possession or control by the
secured party.

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         Section 10.02. Nature of Duties. The Agent shall have no duties or
responsibilities except those expressly set forth in this Indenture or in the
other Transaction Documents. The duties of the Agent shall be mechanical and
administrative in nature. The Agent shall not have by reason of this Indenture
or any Transaction Document a fiduciary relationship in respect of any
Noteholder. Nothing in this Indenture or any of the Transaction Documents,
express or implied, is intended to or shall be construed to impose upon the
Agent any obligations in respect of this Indenture or any of the other
Transaction Documents except as expressly set forth herein or therein. Each
Noteholder shall make its own independent investigation of the financial
condition and affairs of the Issuer in connection with the advancing Additional
Note Balance pursuant to the Note Purchase Agreement and shall make its own
appraisal of the creditworthiness of the Issuer and the value of the Collateral,
and the Agent shall have no duty or responsibility, either initially or on a
continuing basis, to provide any Noteholder with any credit or other information
with respect thereto, whether coming into its possession before the advance of
the Initial Note Balance hereunder or at any time or times thereafter, provided
that, upon the reasonable request of a Noteholder, the Agent shall provide to
such Noteholder any documents or reports delivered to the Agent by the Issuer
pursuant to the terms of this Indenture or any other Transaction Document. If
the Agent seeks the consent or approval of the Majority Noteholders to the
taking or refraining from taking any action hereunder, the Agent shall send
notice thereof to each Noteholder. The Agent shall promptly notify each
Noteholder any time that the Majority Noteholders have instructed the Agent to
act or refrain from acting pursuant hereto.

         Section 10.03. Rights, Exculpation, Etc. The Agent and its directors,
officers, agents or employees shall not be liable for any action taken or
omitted to be taken by it under or in connection with this Indenture or the
other Transaction Documents. Without limiting the generality of the foregoing,
the Agent (i) may treat the payee of any Note as the holder thereof until the
Agent receives written notice of the assignment or transfer thereof, pursuant to
Section 10.08 hereof, signed by such payee and in form satisfactory to the
Agent; (ii) may consult with legal counsel (including, without limitation,
counsel to the Agent or counsel to the Issuer), independent public accountants,
and other experts selected by it and shall not be liable for any action taken or
omitted to be taken in good faith by it in accordance with the advice of such
counsel or experts; (iii) make no warranty or representation to any Noteholder
and shall not be responsible to any Noteholder for any statements, certificates,
warranties or representations made in or in connection with this Indenture or
the other Transaction Documents; (iv) shall not have any duty to ascertain or to
inquire as to the performance or observance of any of the terms, covenants or
conditions of this Indenture or the other Transaction Documents on the part of
any Person, the existence or possible existence of any Default or Event of
Default, or to inspect the Collateral or other property (including, without
limitation, the books and records) of any Person; (v) shall not be responsible
to any Noteholder for the due execution, legality, validity, enforceability,
genuineness, sufficiency or value of this Indenture or the other Transaction
Documents or any other instrument or document furnished pursuant hereto or
thereto; and (vi) shall not be deemed to have made any representation or
warranty regarding the existence, value or collectability of the Collateral, the
existence, priority or perfection of the Indenture Trustee's Lien thereon, or
any certificate prepared by the Issuer in connection therewith, nor shall the
Agent be responsible or liable to the Noteholders for any failure to monitor or
maintain any portion of the Collateral. The Agent shall not be liable for any
apportionment or distribution of payments made in good faith pursuant to Section
2.10, and if any such apportionment or distribution is subsequently determined
to have been made in error the sole recourse of any

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Noteholder to whom payment was due but not made, shall be to recover from other
Noteholders any payment in excess of the amount which they are determined to be
entitled. The Agent may at any time request instructions from the Noteholders
with respect to any actions or approvals which by the terms of this Indenture or
of any of the other Transaction Document the Agent is permitted or required to
take or to grant, and if such instructions are promptly requested, the Agent
shall be absolutely entitled to refrain from taking any action or to withhold
any approval under any of the other Transaction Documents until it shall have
received such instructions from the Majority Noteholders. Without limiting the
foregoing, no Noteholder shall have any right of action whatsoever against the
Agent as a result of the Agent acting or refraining from acting under this
Indenture, the Notes or any of the other Transaction Documents in accordance
with the instructions of the Majority Noteholders.

         Section 10.04. Reliance. The Agent shall be entitled to rely upon any
written notices, statements, certificates, orders or other documents or any
telephone message believed by it in good faith to be genuine and correct and to
have been signed, sent or made by the proper Person, and with respect to all
matters pertaining to this Indenture or any of the other Transaction Documents
and its duties hereunder or thereunder, upon advice of counsel selected by it.

         Section 10.05. Indemnification. To the extent that the Agent is not
reimbursed and indemnified by the Issuer, the Noteholders will reimburse and
indemnify the Agent from and against any and all liabilities, obligations,
losses, damages, penalties, actions, judgments, suits, costs, expenses, advances
or disbursements of any kind or nature whatsoever which may be imposed on,
incurred by, or asserted against the Agent in any way relating to or arising out
of this Indenture or any of the other Transaction Documents or any action taken
or omitted by the Agent under this Indenture or any of the other Transaction
Documents, in proportion to each Noteholder's Percentage Interest, including,
without limitation, advances and disbursements made pursuant to Section 10.08;
provided, however, that no Noteholder shall be liable for any portion of such
liabilities, obligations, losses, damages, penalties, actions, judgments, suits,
costs, expenses, advances or disbursements for which there has been a final
judicial determination that such resulted from the Agent's gross negligence or
willful misconduct. The obligations of the Noteholders under this Section 10.05
shall survive the payment in full of the Notes and the termination of this
Indenture.

         Section 10.06. Agent Individually. With respect to its Percentage
Interest of the Commitment under the Note Purchase Agreement, the advances made
by it and the Notes issued to or held by it, the Agent shall have and may
exercise the same rights and powers hereunder and is subject to the same
obligations and liabilities as and to the extent set forth herein for any other
Noteholder or holder of a Note. The terms "Noteholders" or "Majority
Noteholders" or any similar terms shall, unless the context clearly otherwise
indicates, include the Agent in its individual capacity as a Noteholder or one
of the Majority Noteholders. The term "Agent" shall mean the Agent solely in its
individual capacity as the Agent hereunder. The Agent and its Affiliates may
accept deposits from, lend money to, and generally engage in any kind of
banking, trust or other business with the Issuer as if it were not acting as an
Agent pursuant hereto without any duty to account to the Noteholders.

         Section 10.07.    Successor Agent.

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         (a)      The Agent may resign from the performance of all its functions
and duties hereunder and under the other Transaction Documents at any time by
giving at least thirty (30) Business Days' prior written notice to the Issuer
and each Noteholder. Such resignation shall take effect upon the acceptance by a
successor Agent of appointment pursuant to clauses (b) and (c) below or as
otherwise provided below.

         (b)      Upon any such notice of resignation, the Majority Noteholders
shall appoint a successor Agent (or, in the event that the Agent's Percentage
Interest is less than fifty-one percent, the Noteholders may appoint a successor
Agent) who, in the absence of a continuing Event of Default, shall be reasonably
satisfactory to the Issuer. Upon the acceptance of any appointment as Agent
hereunder by a successor Agent, such successor Agent shall thereupon succeed to
and become vested with all the rights, powers, privileges and duties of the
retiring Agent, and the retiring Agent shall be discharged from its duties and
obligations under this Indenture and the other Transaction Documents. After the
Agent's resignation hereunder as the Agent, the provisions of this Article X
shall inure to its benefit as to any actions taken or omitted to be taken by it
while it was Agent under this Indenture and the other Transaction Documents.

         (c)      If a successor Agent shall not have been so appointed within
said thirty (30) Business Day period, the retiring Agent shall then appoint a
successor Agent who, if an Event of Default is not continuing, shall be
reasonably satisfactory to the Issuer, who shall serve as Agent until such time,
if any, as the Majority Noteholders appoint a successor Agent as provided above.

         Section 10.08.    Collateral Matters.

         (a)      The Agent may from time to time, during the occurrence and
continuance of an Event of Default, make such disbursements and advances ("Agent
Advances") which the Agent, in its sole discretion, deems necessary or desirable
to preserve or protect the Collateral or any portion thereof, to enhance the
likelihood or maximize the amount of repayment by the Issuer of the Notes and
other Issuer Obligations or to pay any other amount chargeable to the Issuer
pursuant to the terms of this Indenture, including, without limitation, costs,
fees and expenses as described in Section 10.04. The Agent Advances shall be
repayable on demand and be secured by the Collateral. The Agent Advances shall
not constitute advances on the Notes but shall otherwise constitute Issuer
Obligations hereunder. The Agent shall notify each Noteholder and the Issuer in
writing of each Agent Advance, which notice shall include a description of the
purpose of such Agent Advance. Without limitation to its obligations pursuant to
Section 10.05, each Noteholder agrees that it shall make available to the Agent,
upon the Agent's demand, in U.S. dollars in immediately available funds, the
amount equal to such Noteholder's Percentage Interest of such Agent Advance. If
such funds are not made available to the Agent by such Noteholder, the Agent
shall be entitled to recover such funds on demand from such Noteholder, together
with interest thereon, for each day from the date such payment was due until the
date such amount is paid to the Agent, at the Federal Funds Rate for three
Business Days and thereafter at the Reference Rate.

         (b)      The Agent shall have no obligation whatsoever to any
Noteholders to assure that the Collateral exists or is owned by the Issuer or is
cared for, protected or insured or has been encumbered or that the Lien granted
to the Indenture Trustee pursuant to this Indenture has been properly or
sufficiently or lawfully created, perfected, protected or enforced or is
entitled to any

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particular priority, or to exercise at all or in any particular manner or under
any duty of care, disclosure or fidelity, or to continue exercising, any of the
rights, authorities and powers granted or available to the Agent in this Section
10.08 or in any of the other Transaction Documents, it being understood and
agreed that in respect of the Collateral, or any act, omission or event related
thereto, the Agent may act in any manner it may deem appropriate, in its sole
discretion, given the Agent's own interest in the Collateral as one of the
Noteholders and that the Agent shall have no duty or liability whatsoever to any
other Noteholder.

                                   ARTICLE XI

                                  MISCELLANEOUS

         Section 11.01.    Execution Counterparts.

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

         Section 11.02.    Compliance Certificates and Opinions, etc.

         Upon any application or request by the Issuer to the Indenture Trustee
to take any action under any provision of this Indenture, the Issuer shall
furnish to the Indenture Trustee an Officer's Certificate stating that all
conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with.

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

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

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

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

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

         Section 11.03.    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

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covered by the opinion of, only one such Person, or that they be so certified or
covered by only one document, but one such Person may certify or give an opinion
with respect to some matters and one or more other such Persons as to other
matters, and any such Person may certify or give an opinion as to such matters
in one or several documents.

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

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

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

         Section 11.04.    Acts of Noteholders.

         (a)      Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 5.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section. With respect to authorization to be given or taken by Noteholders,
the Indenture Trustee shall be authorized to follow the written directions or
the vote of the Majority Noteholders, unless any greater or lesser percentage is
required by the terms hereunder.

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         (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 Note Principal Balance and serial numbers of Notes held by
any Person, and the date of holding the same, shall be proved by the Note
Register.

         (d)      Any request, demand, authorization, direction, notice,
consent, election, declaration, waiver or other act of any Noteholder shall bind
every future Noteholder of the same Note and the Noteholder of every Note issued
upon the transfer thereof or in exchange therefor or in lieu thereof in respect
of anything done, suffered or omitted 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 11.05.    Computation of Percentage of Noteholders.

         Whenever this Indenture states that any action may be taken by a
specified percentage of the Noteholders, such statement shall mean that such
action may be taken by the Noteholders of such specified percentage of the
aggregate Note Principal Balance of the Outstanding Notes.

         Section 11.06.    Notice to the Indenture Trustee, the Issuer and
Certain Other Persons.

         Any communication provided for or permitted hereunder shall be in
writing and, unless otherwise expressly provided herein, shall be deemed to have
been duly given if delivered by courier or mailed by first class mail, postage
prepaid, or if transmitted by telecopier and confirmed in a writing delivered or
mailed as aforesaid, to: (i) in the case of the Issuer, Oakwood Advance
Receivables Company II, L.L.C., 101 Convention Center Drive, Suite 850, Las
Vegas, Nevada 89109 or P.O. Box 50401, Henderson, Nevada, 89016, Attention:
Monte L. Miller, telecopy number: (702) 598-3651, telephone number: (702)
949-5503 and (ii) in the case of the Indenture Trustee, JPMorgan Chase Bank,
Attention: Corporate Trust Services--Oakwood Advance Receivables Company II,
L.L.C., 4 New York Plaza, 6th Floor, New York, New York, 10004, facsimile
number: (212) 623-5932, telephone number: (212) 623-5356, or as to each such
Person, such other address or facsimile number as may hereafter be furnished by
such Person to the parties hereto in writing.

         Section 11.07.    Notices to Noteholders; Notification Requirements and
Waiver.

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

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such

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

         Section 11.08.    Successors and Assigns.

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

         Section 11.09.    Separability Clause.

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

         Section 11.10.    Governing Law.

         (a)      THIS INDENTURE AND THE NOTES SHALL BE GOVERNED BY AND
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK (WITHOUT
REFERENCE TO THE CONFLICTS OF LAWS PRINCIPLES THEREOF OTHER THAN SECTION 5-1401
OF THE NEW YORK GENERAL OBLIGATIONS LAW).

         (b)      Any action or proceeding against any of the parties hereto
relating in any way to this Indenture or any Note or the Trust Estate may be
brought and enforced in the courts of the State of New York sitting in the
borough of Manhattan or of the United States District Court for the Southern
District of New York and the Issuer irrevocably submits to the jurisdiction of
each such court in respect of any such action or proceeding. The Issuer hereby
waives, to the fullest extent permitted by law, any right to remove any such
action or proceeding by reason of improper venue or inconvenient forum.

         Section 11.11.    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 11.12.    Benefits of Indenture.

         Nothing in this Indenture or in the Notes, express or implied, shall
give to any Person, other than the parties hereto and their successors
hereunder, the Noteholders and any other party secured hereunder or named as a
beneficiary of any provision hereof, any benefit or any legal or equitable
right, remedy or claim under this Indenture.

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<PAGE>
         Section 11.13.    Recording of Indenture.

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

         Section 11.14.    Non-Recourse Obligation.

         Notwithstanding any other provision of this Indenture, the obligations
of the Issuer under this Indenture and the Notes are limited recourse
obligations of the Issuer, payable solely from the Collateral in accordance with
the terms of this Indenture.

         No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer on the Notes or under this Indenture (other than with
respect to Permitted Investments as to which such Person is the issuer) or any
certificate or other writing delivered in connection herewith or therewith,
against (i) any owner of an interest in the Issuer or (ii) any partner, owner,
beneficiary, agent, officer, director, employee, agent or Control Person of the
Indenture Trustee in its individual capacity, the Indenture Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee does not have any such obligations
in its individual capacity). It is understood that the foregoing provisions of
this Section shall not (i) prevent recourse to the Collateral for the sums due
or to become due under any security, instrument or agreement which is part of
the Collateral or (ii) constitute a waiver, release or discharge of any
indebtedness or obligation evidenced by the Notes or secured by this Indenture,
and the same shall continue until paid or discharged. It is further understood
that the foregoing provisions of this Section shall not limit the right of any
person to name the Issuer as a party defendant in any action or suit or in the
exercise of any other remedy under the Notes or this Indenture, so long as no
judgment in the nature of a deficiency judgment or seeking personal liability
shall be asked for or (if obtained) enforced against any such person or entity.

         Section 11.15.    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 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 relating to the Receivables 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) or the
Indenture Trustee may reasonably determine that such disclosure is consistent
with its obligations hereunder.

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         Section 11.16.    Method of Payment.

         Except as otherwise provided in Section 2.10(b), all amounts payable or
to be remitted pursuant to this Indenture shall be paid or remitted or caused to
be paid or remitted in immediately available funds by wire transfer to an
account specified in writing by the recipient thereof.

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         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed, all as of the day and year first above written.

                                           OAKWOOD ADVANCE RECEIVABLES
                                           COMPANY II, L.L.C.

                                           By:    /s/ Dennis Hazelrigg
                                                  ------------------------------
                                           Name:
                                           Title:

                                           JPMORGAN CHASE BANK
                                           as Indenture Trustee

                                           By:    /s/ Craig M. Kantor
                                                  ------------------------------
                                           Name:  Craig M. Kantor
                                           Title: Vice President
<PAGE>

STATE OF Arizona              )
                              ) ss.:
COUNTY OF Maricopa            )

         On this 7 day of February, 2003, before me, the undersigned officer,
personally appeared Dennis Hazelrigg, and acknowledged himself to me to be the
_____________________ of ________________________, and that as such officer,
being duly authorized to do so pursuant to such entity's by-laws or a resolution
of its board of directors, executed and acknowledged the foregoing instrument
for the purposes therein contained, by signing the name of such entity by
himself or herself as such officer as his or her free and voluntary act and deed
and the free and voluntary act and deed of said entity.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                                /s/ Elizabeth V. Johansen
                                                --------------------------------
                                                Notary Public

NOTARIAL SEAL

                     Notary Public State of Arizona
                     Maricopa County
                     Elizabeth V. Johansen
                     Expires May 13, 2006
<PAGE>

STATE OF New York             )
                              ): ss.:
COUNTY OF New York            )

         On this ___ day of February, 2003, before me, the undersigned officer,
personally appeared Craig M. Kantor, and acknowledged himself to me to be
the Vice President of JPMorgan Chase Bank, and that as such officer, being duly
authorized to do so pursuant to such entity's by-laws or a resolution of its
board of directors, executed and acknowledged the foregoing instrument for the
purposes therein contained, by signing the name of such entity by himself or
herself as such officer as his or her free and voluntary act and deed and the
free and voluntary act and deed of said entity.

         IN WITNESS WHEREOF, I hereunto set my hand and official seal.

                                               /s/ Margaret M. Price
                                               --------------------------------
                                               Notary Public

NOTARIAL SEAL

                                               Margaret M. Price
                                               Notary Public, State of New York
                                               No. 24-4980599
                                               Qualified in Kings County
                                               Commission Expires April 22, 2003
<PAGE>
                                    EXHIBIT A

                                  FORM OF NOTES

THE OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
MAXIMUM NOTE PRINCIPAL BALANCE SHOWN ON THE FACE HEREOF.

THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "1933 ACT"), OR ANY STATE SECURITIES LAWS. NEITHER THIS NOTE NOR ANY
INTEREST OR PARTICIPATION HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED,
PLEDGED, ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT SUBJECT TO,
REGISTRATION.

THE HOLDER OF THIS NOTE BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH NOTE ONLY (A) PURSUANT TO A REGISTRATION STATEMENT WHICH
HAS BEEN DECLARED EFFECTIVE UNDER THE 1933 ACT, (B) FOR SO LONG AS THIS NOTE IS
ELIGIBLE FOR RESALE PURSUANT TO RULE 144A UNDER THE 1933 ACT, TO A PERSON IT
REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS DEFINED IN RULE 144A
UNDER THE 1933 ACT THAT PURCHASES FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A
QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE TRANSFER IS BEING
MADE IN RELIANCE ON RULE 144A OR (C) TO AN INSTITUTIONAL "ACCREDITED INVESTOR"
WITHIN THE MEANING OF SUBPARAGRAPH (A)(1), (2),(3) OR (7) OF RULE 501 UNDER THE
1933 ACT THAT IS ACQUIRING THE NOTE FOR ITS OWN ACCOUNT, OR FOR THE ACCOUNT OF
SUCH AN INSTITUTIONAL "ACCREDITED INVESTOR," FOR INVESTMENT PURPOSES AND NOT
WITH A VIEW TO, OR FOR OFFER OR SALE IN CONNECTION WITH, ANY DISTRIBUTION IN
VIOLATION OF THE 1933 ACT, IN EACH CASE IN COMPLIANCE WITH THE REQUIREMENTS OF
THE INDENTURE AND APPLICABLE STATE SECURITIES LAWS.

THIS NOTE MAY NOT BE TRANSFERRED UNLESS THE INDENTURE TRUSTEE HAS RECEIVED A
CERTIFICATE FROM THE TRANSFEREE TO THE EFFECT THAT THE TRANSFEREE IS NOT AN
EMPLOYEE BENEFIT PLAN OR OTHER RETIREMENT PLAN OR ARRANGEMENT SUBJECT TO TITLE I
OF THE EMPLOYEE RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED, OR SECTION
4975 OF THE INTERNAL REVENUE CODE OF 1986, AS AMENDED (EACH, A "PLAN"), AND IS
NOT ACTING ON BEHALF OF OR INVESTING THE ASSETS OF A PLAN.

Aggregate Principal Balance:        $
Maximum Note Principal Balance:     $
Initial Percentage Interest:        100%
No.

                                      A-1-1
<PAGE>
                 Oakwood Advance Receivables Company II, L.L.C.

               ADVANCE RECEIVABLES BACKED NOTES, SERIES 2003-ADV1

                  Oakwood Advance Receivables Company II, L.L.C., a Delaware
limited liability company (the "Issuer"), for value received, hereby promises to
pay to ____________________________, or registered assigns (the "Noteholder"),
the principal sum of ___________________________ ($____) or so much thereof as
may be advanced and outstanding hereunder and to pay interest on such principal
sum or such part thereof as shall remain unpaid from time to time, at the rate
and at the times provided in the Indenture. Principal of this Note is payable on
each Payment Date in an amount equal to the result obtained by multiplying (i)
the Percentage Interest of this Note by (ii) the principal amount distributed in
respect of such Payment Date.

                  The Outstanding Note Principal Balance of this Note bears
interest at the Floating Rate. On each Payment Date amounts in respect of
interest on this Note will be paid in an amount equal to the result obtained by
multiplying (i) the Percentage Interest of this Note by (ii) the aggregate
amount paid in respect of interest on the Notes with respect to such Payment
Date.

                  Capitalized terms used but not defined herein have the
meanings set forth in the Indenture (the "Indenture"), dated as of February 1,
2003 between the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the
"Indenture Trustee").

                  By its acceptance of this Note, each Noteholder covenants and
agrees, until the earlier of (a) the termination of the Funding Period and (b)
the Maturity Date, on each Funding Date to advance amounts in respect of
Additional Note Balance hereunder to the Issuer, subject to and in accordance
with the terms of the Indenture, the Receivables Purchase Agreement and the Note
Purchase Agreement.

                  In the event of an advance of Additional Note Principal
Balance by the Noteholders as provided in Section 2.01 of the Note Purchase
Agreement, each Noteholder shall, and is hereby authorized to, record on the
schedule attached to its Note the date and amount of any Additional Note Balance
purchased by it, and each repayment thereof; provided that failure to make any
such recordation on such schedule or any error in such schedule shall not
adversely affect any Noteholder's rights with respect to its Additional Note
Balance and its right to receive interest payments in respect of the Additional
Note Balance held by such Noteholder.

                  Absent manifest error, the Note Principal Balance of each Note
as set forth in the notations made by the related Noteholder on such Note shall
be binding upon the Indenture Trustee and the Issuer; provided that failure by a
Noteholder to make such recordation on its Note or any error in such notation
shall not adversely affect any Noteholder's rights with respect to its Note
Principal Balance and its right to receive principal and interest payments in
respect thereof.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                                      A-1-2
<PAGE>
                  The statements in the legend set forth above are an integral
part of the terms of this Note and by acceptance hereof each Holder of this Note
agrees to be subject to and bound by the terms and provisions set forth in such
legend.

                  Unless the certificate of authentication hereon shall have
been executed by an authorized officer of the Indenture Trustee, by manual
signature, this Note shall not entitle the Noteholder hereof to any benefit
under the Indenture or the Note Purchase Agreement and/or be valid for any
purpose.

                  THIS NOTE SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE
WITH, THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO CONTRACTS MADE AND
PERFORMED WITHIN THE STATE OF NEW YORK AND WITHOUT GIVING EFFECT TO THE CONFLICT
OF LAW PROVISIONS THEREOF.

                                      A-1-3
<PAGE>
                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed, manually or in facsimile, by its Authorized Officer, as of the date
set forth below.

Date:    February __, 2003

                                           OAKWOOD ADVANCE RECEIVABLES
                                           COMPANY II, L.L.C.

                                           By: _________________________________
                                                      Authorized Signatory

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Date:    February __, 2003

                                           JPMORGAN CHASE BANK, not in its
                                           individual capacity but solely as
                                           Indenture Trustee

                                           By: _________________________________
                                                      Authorized Signatory

                                      A-1-4
<PAGE>
                                [Reverse Of Note]

                  This Note is one of the duly authorized Notes of the Issuer,
designated as its Advance Receivables Backed Notes, Series 2003-ADV1 (herein
called the "Notes"), all issued under the Indenture. Reference is hereby made to
the Indenture and all indentures supplemental thereto, and the Note Purchase
Agreement for a statement of the respective rights and obligations thereunder of
the Issuer, the Indenture Trustee and the Holders of the Notes. To the extent
that any provision of this Note contradicts or is inconsistent with the
provisions of the Indenture or the Note Purchase Agreement, the provisions of
the Indenture or the Note Purchase Agreement, as applicable, shall control and
supersede such contradictory or inconsistent provision herein. The Notes are
subject to all terms of the Indenture and the Note Purchase Agreement.

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

                  The entire unpaid principal amount of this Note shall be due
and payable on the Maturity Date of the Notes pursuant to the Indenture.
Notwithstanding the foregoing, the entire unpaid principal amount of the Notes
shall be due and payable on the date on which an Event of Default shall have
occurred and be continuing and the Indenture Trustee, at the direction or upon
the prior written consent of the Majority Noteholders, has declared the Notes to
be immediately due and payable in the manner provided in the Indenture. All
principal payments on the Notes shall be made pro rata to the Holders of the
Notes entitled thereto.

                  The Collateral secures this Note and all other Notes equally
and ratably without prejudice, priority or distinction between any Note and any
other Note. The Notes are non-recourse obligations of the Issuer and are limited
in right of payment to amounts available from the Collateral, as provided in the
Indenture. The Issuer shall not otherwise be liable for payments on the Notes,
and none of the owners, agents, officers, directors, employees, or successors or
assigns of the Issuer shall be personally liable for any amounts payable, or
performance due, under the Notes or the Indenture.

                  Any installment of interest or principal on this Note shall be
paid on the applicable Payment Date to the Person in whose name this Note (or
one or more predecessor Notes) is registered in the Note Register as of the
close of business on the related Record Date by wire transfer in immediately
available funds to the account specified in writing by the related Noteholder to
the extent provided by the Indenture and otherwise by check mailed to the
Noteholder.

                  Any reduction in the principal amount of this Note (or any one
or more predecessor Notes) effected by any payments made on any Payment Date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. Any increase in the principal amount of
this Note (or any one or more predecessor Notes) effected by payments to the
Issuer of Additional Note Balances shall be binding upon the Issuer and shall
inure to the benefit of all

                                      A-1-5
<PAGE>
future Holders of this Note and of any Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof, whether or not noted
hereon.

                  As provided in the Indenture and subject to certain
limitations set forth therein, the transfer of this Note may be registered on
the Note Register upon surrender of this Note for registration of transfer at
the office or agency designated by the Issuer pursuant to the Indenture, duly
endorsed by, or accompanied by a written instrument of transfer in the form
attached hereto duly executed by, the Holder hereof or such Holder's attorney
duly authorized in writing, with such signature guaranteed by an "eligible
guarantor institution" meeting the requirements of the Securities Transfer
Agent's Medallion Program ("STAMP"), and thereupon one or more new Notes of
authorized denominations and in the same aggregate principal amount will be
issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
Issuer may require the Noteholder to pay a sum sufficient to cover any tax or
other governmental charge that may be imposed in connection with any such
registration of transfer or exchange.

                  Each Noteholder, by acceptance of a Note or a beneficial
interest in a Note, covenants and agrees that no recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture 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
"control person" within the meaning of the 1933 Act and the Exchange Act of the
Indenture Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

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

                  The Issuer has entered into the Indenture and this Note is
issued with the intention that, for federal, state and local income, single
business and franchise tax purposes, the Notes will qualify as indebtedness of
the Issuer secured by the Collateral. Each Noteholder, by acceptance of a Note,
agrees to treat the Notes for federal, state and local income, single business
and franchise tax purposes as indebtedness of the Issuer.

                  Prior to the due presentment for registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer or the
Indenture Trustee may treat the Person in whose name this Note (as of the day of
determination or as of such other date as may be specified in the Indenture) is
registered as the owner hereof for all purposes, whether or not this

                                      A-1-6
<PAGE>
Note be overdue, and none of the Issuer, the Indenture Trustee or any such agent
shall be affected by notice to the contrary.

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

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

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

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

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Transaction Documents, none of the Issuer in its
individual capacity, any owner of a beneficial interest in the Issuer, or any of
their respective partners, beneficiaries, agents, officers, directors, employees
or successors or assigns shall be personally liable for, nor shall recourse be
had to any of them for, the payment of principal of or interest on this Note or
performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in the Indenture. The Holder of this Note by its
acceptance hereof agrees that, except as expressly provided in the Transaction
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.

                                      A-1-7
<PAGE>
                                   ASSIGNMENT

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

                  FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto: ________________________________________________________________
                                  (name and address of assignee)

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

Dated:

                                                                              */

                              Signature Guaranteed:

                                                                              */

*/NOTICE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatever. Such
signature must be guaranteed by an "eligible guarantor institution" meeting the
requirements of STAMP.

                                      A-1-8
<PAGE>
                        Schedule to Series 2003-ADV1 Note
                          dated as of February 14, 2003
                of Oakwood Advance Receivables Company II, L.L.C.

<TABLE>
<CAPTION>
-------------------------------------------------------------------------------------------------------------------
                         Amount of advance of
  Date of advance of        Additional Note                               Aggregate Note         Note Principal
Additional Note Balance         Balance         Percentage Interest          Balance            Balance of Note
-------------------------------------------------------------------------------------------------------------------
<S>                      <C>                    <C>                       <C>                   <C>
-------------------------------------------------------------------------------------------------------------------
                                                        100%
--------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

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

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

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

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

-------------------------------------------------------------------------------------------------------------------
</TABLE>

                                      A-1-9
<PAGE>
                                    EXHIBIT B

                      FORM OF MONTHLY REMIC SERVICER REPORT

                                      A-2-1
<PAGE>
                                  EXHIBIT C-1A

            FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO
                            QUALIFIED INSTITUTIONAL BUYERS

                                     [Date]

JPMorgan Chase Bank
Structured Finance Administration
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: [_______________] - Oakwood Advance Receivables Company II, L.L.C.

         Re:      Oakwood Advance Receivables Company II, L.L.C. Advance
Receivables Backed Notes, Series 2003-ADV1 (the "Notes")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _____________________________ (the
"Transferee") of the Notes [having an initial Note Principal Balance as of
February 14, 2003 (the "Closing Date") of $______________]. The Notes were
issued pursuant to an Indenture, dated as of February 1, 2003 (the "Indenture"),
between Oakwood Advance Receivables Company II, L.L.C. as issuer and JPMorgan
Chase Bank as indenture trustee. All terms used herein and not otherwise defined
shall have the meanings set forth in the Indenture. The Transferee hereby
certifies, represents and warrants to you, as Note Registrar, that:

                  1.       The Transferee is a "qualified institutional buyer"
         (a "Qualified Institutional Buyer") as that term is defined in Rule
         144A ("Rule 144A") under the Securities Act of 1933, as amended, and
         has completed one of the forms of certification to that effect attached
         hereto as Annex A and Annex B. The Transferee is aware that the sale to
         it of the Notes is being made in reliance on Rule 144A. The Transferee
         is acquiring the Notes for its own account or for the account of a
         Qualified Institutional Buyer, and understands that such Notes may be
         resold, pledged or transferred only (i) to a person reasonably believed
         to be a Qualified Institutional Buyer that purchases for its own
         account or for the account of a Qualified Institutional Buyer to whom
         notice is given that the resale, pledge or transfer is being made in
         reliance on Rule 144A, or (ii) pursuant to another exemption from
         registration under the Securities Act.

                  2.       The Transferee understands that it may not sell or
         otherwise transfer any Notes except in compliance with the provisions
         of the Indenture, which provisions it has carefully reviewed, and that
         each Notes will bear the following legend:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES
                  LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
                  HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE

                                     C-1A-1
<PAGE>
                  ABSENCE OF SUCH REGISTRATION, UNLESS SUCH TRANSACTION IS
                  EXEMPT FROM, OR NOT SUBJECT TO, REGISTRATION.

                  3.       The Transferee represents to the Issuer and the
                  Indenture Trustee that it is not, and is not purchasing on
                  behalf of, as fiduciary of, or with assets of, an employee
                  benefit plan within the meaning of section 3(3) of the
                  Employee Retirement Income Security Act of 1974, as amended,
                  or a plan within the meaning of section 4975 of the Internal
                  Revenue Code of 1986.

                  4.       The Transferee has been furnished with all
                  information regarding (a) the Notes and distributions thereon,
                  (b) the nature, performance and servicing of the Receivables,
                  (c) the Indenture and (d) any other matter related thereto,
                  that it has requested.

                                                    Very truly yours,

                                                    (Transferor)

                                                    By:    _____________________
                                                    Name:
                                                    Title:

                                     C-1A-2
<PAGE>
                                                         ANNEX 1 TO EXHIBIT C-1A

         QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

          [for Transferees other than Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Note Registrar], as Note Registrar, with respect
to the Notes (the "Notes") being transferred as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

                  1.       As indicated below, the undersigned is the chief
         financial officer, a person fulfilling an equivalent function, or other
         executive officer of the entity purchasing the Notes
         (the "Transferee").

                  2.       The Transferee is a "qualified institutional buyer"
         as that term is defined in Rule 144A under the Securities Act of 1933
         ("Rule 144A") because (i) the Transferee owned and/or invested on a
         discretionary basis $_______________ in securities (other than the
         excluded securities referred to below) as of the end of the
         Transferee's most recent fiscal year (such amount being calculated in
         accordance with Rule 144A) and (ii) the Transferee satisfies the
         criteria in the category marked below.

         _____    Corporation, etc. The Transferee is a corporation (other than
                  a bank, savings and loan association or similar institution),
                  Massachusetts or similar business trust, partnership, or any
                  organization described in Section 501(c)(3) of the Internal
                  Revenue Code of 1986.

         _____    Bank. The Transferee (a) is a national bank or a banking
                  institution organized under the laws of any State, U.S.
                  territory or the District of Columbia, the business of which
                  is substantially confined to banking and is supervised by the
                  State or territorial banking commission or similar official or
                  is a foreign bank or equivalent institution, and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Note in the case of a U.S.
                  bank, and not more than 18 months preceding such date of sale
                  for a foreign bank or equivalent institution.

         _____    Savings and Loan. The Transferee (a) is a savings and loan
                  association, building and loan association, cooperative bank,
                  homestead association or similar institution, which is
                  supervised and examined by a State or Federal authority having
                  supervision over any such institutions or is a foreign savings
                  and loan association or equivalent institution and (b) has an
                  audited net worth of at least $25,000,000 as demonstrated in
                  its latest annual financial statements, a copy of which is
                  attached hereto, as of a date not more than 16 months
                  preceding the date of sale of the Note in the case of a U.S.
                  savings and loan association, and not more than 18 months
                  preceding such date of sale for a foreign savings and loan
                  association or equivalent institution.

                                     C-1A-3
<PAGE>
         _____    Broker-dealer. The Transferee is a dealer registered pursuant
                  to Section 15 of the Securities Exchange Act of 1934.

         _____    Insurance Company. The Transferee is an insurance company
                  whose primary and predominant business activity is the writing
                  of insurance or the reinsuring of risks underwritten by
                  insurance companies and which is subject to supervision by the
                  insurance commissioner or a similar official or agency of a
                  State, U.S. territory or the District of Columbia.

         _____    State or Local Plan. The Transferee is a plan established and
                  maintained by a State, its political subdivisions, or any
                  agency or instrumentality of the State or its political
                  subdivisions, for the benefit of its employees.

         _____    ERISA Plan. The Transferee is an employee benefit plan within
                  the meaning of Title I of the Employee Retirement Income
                  Security Act of 1974, as amended.

         _____    Investment Advisor. The Transferee is an investment advisor
                  registered under the Investment Advisers Act of 1940.

         _____    Other.(Please supply a brief description of the entity and a
                  cross-reference to the paragraph and subparagraph under
                  subsection (a)(1) of Rule 144A pursuant to which it qualifies.
                  Note that registered investment companies should complete
                  Annex B rather than this Annex A.)

                  3.       The term "securities" as used herein does not
         include (i) securities of issuers that are affiliated with the
         Transferee, (ii) securities that are part of an unsold allotment to or
         subscription by the Transferee, if the Transferee is a dealer, (iii)
         bank deposit notes and certificates of deposit, (iv) loan
         participations, (v) repurchase agreements, (vi) securities owned but
         subject to a repurchase agreement and (vii) currency, interest rate and
         commodity swaps. For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by the
         Transferee, the Transferee did not include any of the securities
         referred to in this paragraph.

                  4.       For purposes of determining the aggregate amount of
         securities owned and/or invested on a discretionary basis by the
         Transferee, the Transferee used the cost of such securities to the
         Transferee, unless the Transferee reports its securities holdings in
         its financial statements on the basis of their market value, and no
         current information with respect to the cost of those securities has
         been published, in which case the securities were valued at market.
         Further, in determining such aggregate amount, the Transferee may have
         included securities owned by subsidiaries of the Transferee, but only
         if such subsidiaries are consolidated with the Transferee in its
         financial statements prepared in accordance with generally accepted
         accounting principles and if the investments of such subsidiaries are
         managed under the Transferee's direction. However, such securities were
         not included if the Transferee is a majority-owned, consolidated
         subsidiary of another enterprise and the Transferee is not itself a
         reporting company under the Securities Exchange Act of 1934.

                                     C-1A-4
<PAGE>
                  5.       The Transferee acknowledges that it is familiar with
         Rule 144A and understands that the Transferor and other parties related
         to the Notes are relying and will continue to rely on the statements
         made herein because one or more sales to the Transferee may in reliance
         on Rule 144A.

                  ____  ____      Will the Transferee be purchasing the Notes
                  Yes   No        only for the Transferee's own account?

                  6.       If the answer to the foregoing question is "no," then
         in each case where the Transferee is purchasing for an account other
         than its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7.       The Transferee will notify each of the parties to
         which this certification is made of any changes in the information and
         conclusions herein. Until such notice is given, the Transferee's
         purchase of the Notes will constitute a reaffirmation of this
         certification as of the date of such purchase. In addition, if the
         Transferee is a bank or savings and loan as provided above, the
         Transferee agrees that it will furnish to such parties any updated
         annual financial statements that become available on or before the date
         of such purchase, promptly after they become available.

                                           Print Name of Transferee

                                           By:    ____________________________
                                           Name:
                                           Title:
                                           Date:

                                     C-1A-5
<PAGE>
                                                         ANNEX 2 TO EXHIBIT C-1A

         QUALIFIED INSTITUTIONAL BUYER STATUS UNDER SEC RULE 144A

           [for Transferees that are Registered Investment Companies]

         The undersigned hereby certifies as follows to [name of Transferor]
(the "Transferor") and [name of Note Registrar], as Note Registrar, with respect
to the Notes (the "Notes") being transferred as described in the Transferee
Certificate to which this certification relates and to which this certification
is an Annex:

                  1.       As indicated below, the undersigned is the chief
         financial officer, a person fulfilling an equivalent function, or other
         executive officer of the entity purchasing the Notes (the "Transferee")
         or, if the Transferee is a "qualified institutional buyer" as that term
         is defined in Rule 144A under the Securities Act of 1933 ("Rule 144A")
         because the Transferee is part of a Family of Investment Companies (as
         defined below), is an executive officer of the investment adviser (the
         "Adviser").

                  2.       The Transferee is a "qualified institutional buyer"
         as defined in Rule 144A because (i) the Transferee is an investment
         company registered under the Investment Company Act of 1940, and (ii)
         as marked below, the Transferee alone owned and/or invested on a
         discretionary basis, or the Transferee's Family of Investment Companies
         owned, at least $100,000,000 in securities (other than the excluded
         securities referred to below) as of the end of the Transferee's most
         recent fiscal year. For purposes of determining the amount of
         securities owned by the Transferee or the Transferee's Family of
         Investment Companies, the cost of such securities was used, unless the
         Transferee or any member of the Transferee's Family of Investment
         Companies, as the case may be, reports its securities holdings in its
         financial statements on the basis of their market value, and no current
         information with respect to the cost of those securities has been
         published, in which case the securities of such entity were valued at
         market.

         ____     The Transferee owned and/or invested on a discretionary basis
                  $_____________ in securities (other than the excluded
                  securities referred to below) as of the end of the
                  Transferee's most recent fiscal year (such amount being
                  calculated in accordance with Rule 144A).

         ____     The Transferee is part of a Family of Investment Companies
                  which owned in the aggregate $____________ in securities
                  (other than the excluded securities referred to below) as of
                  the end of the Transferee's most recent fiscal year (such
                  amount being calculated in accordance with Rule 144A).

                  3.       The term "Family of Investment Companies" as used
         herein means two or more registered investment companies (or series
         thereof) that have the same investment adviser or investment advisers
         that are affiliated (by virtue of being majority owned subsidiaries of
         the same parent or because one investment adviser is a majority owned
         subsidiary of the other).

                                     C-1A-1
<PAGE>
                  4.       The term "securities" as used herein does not
         include (i) securities of issuers that are affiliated with the
         Transferee or are part of the Transferee s Family of Investment
         Companies, (ii) bank deposit notes and certificates of deposit, (iii)
         loan participations, (iv) repurchase agreements, (v) securities owned
         but subject to a repurchase agreement and (vi) currency, interest rate
         and commodity swaps. For purposes of determining the aggregate amount
         of securities owned and/or invested on a discretionary basis by the
         Transferee, or owned by the Transferee's Family of Investment
         Companies, the securities referred to in this paragraph were excluded.

                  5.       The Transferee is familiar with Rule 144A and
         understands that the parties to which this certification is being made
         are relying and will continue to rely on the statements made herein
         because one or more sales to the Transferee will be in reliance on Rule
         144A.

                  ____     ____    Will the Transferee be purchasing the Notes
                  Yes      No      only for the Transferee's own account?

                  6.       If the answer to the foregoing question is "no," then
         in each case where the Transferee is purchasing for an account other
         than its own, such account belongs to a third party that is itself a
         "qualified institutional buyer" within the meaning of Rule 144A, and
         the "qualified institutional buyer" status of such third party has been
         established by the Transferee through one or more of the appropriate
         methods contemplated by Rule 144A.

                  7.       The undersigned will notify the parties to which this
         certification is made of any changes in the information and conclusions
         herein. Until such notice, the Transferee's purchase of the Notes will
         constitute a reaffirmation of this certification by the undersigned as
         of the date of such purchase.

                                           Print Name of Transferee or Adviser

                                           By:    ______________________________
                                           Name:
                                           Title:

                                           IF AN ADVISER:
                                           _____________________________________
                                           Print Name of Transferee

                                           Date:

                                     C-1A-2
<PAGE>
                                  EXHIBIT C-1B

            FORM OF TRANSFEREE CERTIFICATE FOR TRANSFERS OF NOTES TO
                       INSTITUTIONAL ACCREDITED INVESTORS

                                     [Date]

JPMORGAN CHASE BANK
Structured Finance Administration
4 New York Plaza, 6th Floor
New York, New York 10004-2413
Attention: [_______________] - Oakwood Advance Receivables Company II, L.L.C.

         Re:      Oakwood Advance Receivables Company II, L.L.C. Advance
                  Receivables Backed Notes, Series 2003-ADV1 (the "Notes")

Ladies and Gentlemen:

         This letter is delivered to you in connection with the transfer by
____________________ (the "Transferor") to _____________________________ (the
"Transferee") of the Notes [having an initial Note Principal Balance as of
February 14, 2003 (the "Closing Date") of $______________]. The Notes were
issued pursuant to an Indenture, dated as of February 1, 2003 (the "Indenture"),
between Oakwood Advance Receivables Company II, L.L.C. as issuer and JPMorgan
Chase Bank as indenture trustee. All terms used herein and not otherwise defined
shall have the meanings set forth in the Indenture. The Transferee hereby
certifies, represents and warrants to you, as Note Registrar, that:

                  1.       The Transferee is acquiring the Notes for its own
         account for investment and not with a view to or for sale or transfer
         in connection with any distribution thereof, in whole or in part, in
         any manner which would violate the Securities Act of 1933, as amended
         (the "Securities Act"), or any applicable state securities laws.

                  2.       The Transferee understands that (a) the Notes has not
         been and will not be registered under the Securities Act or registered
         or qualified under any applicable state securities laws, (b) none of
         the Issuer, the Indenture Trustee, the Note Registrar or any other
         person is obligated so to register or qualify the Notes, and (c) no
         Note may be resold or transferred unless it is (i) registered pursuant
         to the Securities Act and registered or qualified pursuant to any
         applicable state securities laws or (ii) sold or transferred in
         transactions which are exempt from such registration and qualification
         and the Note Registrar has received either: (A) a certificate from the
         prospective transferee of the holder desiring to effect such transfer
         substantially in the form attached as Exhibit C-1A or as Exhibit C-1B
         to the Indenture or (B) an opinion of counsel satisfactory to the
         Indenture Trustee with respect to the availability of such exemption
         from registration under the Securities Act, together with copies of the
         written certifications from the transferor and transferee setting forth
         the facts surrounding the transfer upon which such opinion is based.

                                     C-1B-1
<PAGE>
                  3.       The Transferee understands that it may not sell or
         otherwise transfer any Note except in compliance with the provisions of
         Sections 4.02 and 4.03 of the Indenture, which provisions it has
         carefully reviewed, and that each Note will bear the following legend:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "1933 ACT"), OR ANY STATE SECURITIES
                  LAWS. NEITHER THIS NOTE NOR ANY INTEREST OR PARTICIPATION
                  HEREIN MAY BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED,
                  ENCUMBERED OR OTHERWISE DISPOSED OF IN THE ABSENCE OF SUCH
                  REGISTRATION, UNLESS SUCH TRANSACTION IS EXEMPT FROM, OR NOT
                  SUBJECT TO, REGISTRATION.

                  4.       Neither the Transferee nor anyone acting on its
         behalf has (a) offered, pledged, sold, disposed of or otherwise
         transferred any Note, any interest in any Note or any other similar
         security to any person in any manner, (b) solicited any offer to buy or
         accept a pledge, disposition or other transfer of any Note, any
         interest in any Note or any other similar security from any person in
         any manner, (c) otherwise approached or negotiated with respect to any
         Note, any interest in any Note or any other similar security with any
         person in any manner, (d) made any general solicitation with respect to
         any Note, any interest in any Note or any other similar security by
         means of general advertising or in any other manner, or (e) taken any
         other action with respect to any Note, any interest in any Note or any
         other similar security, which (in the case of any of the acts described
         in clauses (a) through (e) above) would constitute a distribution of
         the Notes under the Securities Act, would render the disposition of the
         Notes a violation of Section 5 of the Securities Act or any state
         securities law or would require registration or qualification of the
         Notes pursuant thereto. The Transferee will not act, nor has it
         authorized or will it authorize any person to act, in any manner set
         forth in the foregoing sentence with respect to any Note, any interest
         in any Note or any other similar security.

                  5.       The Transferee represents to the Issuer and the
         Indenture Trustee that it is not, and is not purchasing on behalf of,
         as fiduciary of, or with assets of, an employee benefit plan within the
         meaning of section 3(3) of the Employee Retirement Income Security Act
         of 1974, as amended, or a plan within the meaning of section 4975 of
         the Internal Revenue Code of 1986.

                  6.       The Transferee has been furnished with all
         information regarding (a) the Issuer, (b) the Notes, (c) the Indenture,
         (d) the trusts created pursuant thereto, (e) the nature of the
         Receivables and (f) all related matters, that it has requested.

                  7.       The Transferee is an "accredited investor" as defined
         in paragraph (1), (2), (3) or (7) of Rule 501(a) under the Securities
         Act or an entity in which all of the equity owners come within such
         paragraphs. The Transferee has such knowledge and experience in
         financial and business matters as to be capable of evaluating the
         merits and risks of an investment in the Notes; the Transferee has
         sought such accounting, legal and tax advice as it has considered
         necessary to make an informed investment decision; and

                                     C-1B-2
<PAGE>
         the Transferee is able to bear the economic risks of such investment
         and can afford a complete loss of such investment.

                                           Very truly yours,

                                           (Transferor)
                                           By:    ______________________________
                                           Name:
                                           Title:

                                     C-1B-3
<PAGE>
                                    EXHIBIT D

                           FORM OF PAYMENT DATE REPORT

                                       D-1
<PAGE>
                                    EXHIBIT E

                      FORM OF EXCESS AMOUNT PAYMENT REPORT

                                       D-1
<PAGE>
                                    EXHIBIT F

                           FORM OF FUNDING DATE REPORT

                                       D-1