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                                                                   EXHIBIT 10.65

               ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A

                                    INDENTURE

                          Dated as of November 26, 2002

                              The Bank of New York,
                              as Indenture Trustee

                  ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST
                              EQUIPMENT LOAN NOTES
                                RECEIVABLES NOTES

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                                TABLE OF CONTENTS

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                                                                                                           Page
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                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE
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SECTION 1.1     Definitions.................................................................................4

                                   ARTICLE II
                                    THE NOTES

SECTION 2.1     Form........................................................................................4
SECTION 2.2     Execution, Authentication and Delivery......................................................4
SECTION 2.3     Advances and Repayments.....................................................................5
SECTION 2.4     Registration; Registration of Transfer and Exchange of Notes................................5
SECTION 2.5     Mutilated, Destroyed, Lost or Stolen Notes..................................................6
SECTION 2.6     Persons Deemed Noteholders..................................................................8
SECTION 2.7     Payment of Principal, Interest and Certain Fees.............................................8
SECTION 2.8     Cancellation of Notes.......................................................................9
SECTION 2.9     Release of Trust Estate....................................................................10
SECTION 2.10    ALER as Noteholder.........................................................................10
SECTION 2.11    Tax and ERISA Treatment....................................................................10
SECTION 2.12    Restrictions on Transfer...................................................................10
SECTION 2.13    Rule 144A..................................................................................12

                                   ARTICLE III
                                    COVENANTS

SECTION 3.1     Payment of Principal and Interest..........................................................12
SECTION 3.2     Maintenance of Agency Office...............................................................12
SECTION 3.3     Money for Payments To Be Held in Trust.....................................................12
SECTION 3.4     Existence..................................................................................14
SECTION 3.5     Protection of Trust Estate; Acknowledgment of Pledge.......................................14
SECTION 3.6     Opinions as to Trust Estate................................................................15
SECTION 3.7     Performance of Obligations; Servicing of Loans; Consent to Amendments......................15
SECTION 3.8     Negative Covenants.........................................................................16
SECTION 3.9     Annual Statement as to Compliance..........................................................17
SECTION 3.10    Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets........................17
SECTION 3.11    Successor or Transferee....................................................................19
SECTION 3.12    No Other Business..........................................................................19
SECTION 3.13    No Borrowing...............................................................................19
SECTION 3.14    Guarantees, Loans, Advances and Other Liabilities..........................................19
SECTION 3.15    Servicer's Obligations.....................................................................20
SECTION 3.16    Capital Expenditures.......................................................................20
SECTION 3.17    Removal of Administrator...................................................................20
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SECTION 3.18    Restricted Payments........................................................................20
SECTION 3.19    Notice of Events of Default................................................................20
SECTION 3.20    Further Instruments and Acts...............................................................21
SECTION 3.21    Indenture Trustee's Assignment of Administrative Loans, Substituted Loans, Warranty
                Loans and Other Loans......................................................................21
SECTION 3.22    Representations and Warranties by the Issuer to the Indenture Trustee and the Insurer......21
SECTION 3.23    Compliance with Laws.......................................................................23
SECTION 3.24    Indemnity for Liability Claims.............................................................23
SECTION 3.25    Use of Proceeds............................................................................24
SECTION 3.26    Borrowing Base Certificate.................................................................24
SECTION 3.27    Letters of Credit..........................................................................24
SECTION 3.28    Non Consolidation of Issuer................................................................26
SECTION 3.29    No Bankruptcy Petition.....................................................................27
SECTION 3.30    Liens......................................................................................27
SECTION 3.31    Investment Company Act.....................................................................27
SECTION 3.32    Information Requests.......................................................................27
SECTION 3.33    [Reserved].................................................................................27
SECTION 3.34    Change of Control..........................................................................27

                                   ARTICLE IV
                            RAPID AMORTIZATION EVENTS

SECTION 4.1     Rapid Amortization Events..................................................................27

                                    ARTICLE V
                              DEFAULT AND REMEDIES

SECTION 5.1     Events of Default..........................................................................29
SECTION 5.2     Acceleration of Maturity; Rescission and Annulment.........................................31
SECTION 5.3     Collection of Indebtedness and Suits for Enforcement by Indenture Trustee..................31
SECTION 5.4     Remedies; Priorities.......................................................................33
SECTION 5.5     Optional Preservation of the Trust Estate..................................................35
SECTION 5.6     Limitation of Suits........................................................................35
SECTION 5.7     Unconditional Rights of Noteholders To Receive Principal and Interest......................36
SECTION 5.8     Restoration of Rights and Remedies.........................................................36
SECTION 5.9     Rights and Remedies Cumulative.............................................................36
SECTION 5.10    Delay or Omission Not a Waiver.............................................................36
SECTION 5.11    [Reserved].................................................................................36
SECTION 5.12    Waiver of Past Defaults....................................................................36
SECTION 5.13    Undertaking for Costs......................................................................37
SECTION 5.14    Waiver of Stay or Extension of Laws........................................................37
SECTION 5.15    Action on Notes............................................................................37
SECTION 5.16    Performance and Enforcement of Certain Obligations.........................................38
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<TABLE>
                                   ARTICLE VI
                              THE INDENTURE TRUSTEE
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SECTION 6.1     Duties of Indenture Trustee................................................................39
SECTION 6.2     Rights of Indenture Trustee................................................................40
SECTION 6.3     Indenture Trustee May Own Notes............................................................42
SECTION 6.4     Indenture Trustee's Disclaimer.............................................................42
SECTION 6.5     Notice of Defaults and Events of Default...................................................42
SECTION 6.6     Reports by Indenture Trustee to Holders....................................................42
SECTION 6.7     Compensation; Indemnity....................................................................42
SECTION 6.8     Replacement of Indenture Trustee...........................................................43
SECTION 6.9     Merger or Consolidation of Indenture Trustee...............................................44
SECTION 6.10    Appointment of Co-Indenture Trustee or Separate Indenture Trustee..........................44
SECTION 6.11    Eligibility; Disqualification..............................................................46
SECTION 6.12    [Reserved].................................................................................46
SECTION 6.13    Representations and Warranties of Indenture Trustee........................................46
SECTION 6.14    Indenture Trustee May Enforce Claims Without Possession of Notes...........................47
SECTION 6.15    Suit for Enforcement.......................................................................47
SECTION 6.16    Rights of the Control Party to Direct Indenture Trustee....................................47
SECTION 6.17    Ambac Policy...............................................................................47

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1     Issuer To Furnish Indenture Trustee Names and Addresses of Noteholders.....................49
SECTION 7.2     Preservation of Information, Communications to Noteholders.................................49
SECTION 7.3     Reports by Indenture Trustee...............................................................49

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1     Collection of Money........................................................................49
SECTION 8.2     Designated Accounts; Payments..............................................................50
SECTION 8.3     General Provisions Regarding Accounts......................................................57
SECTION 8.4     Release of Trust Estate....................................................................57
SECTION 8.5     Opinion of Counsel.........................................................................57
SECTION 8.6     Additional Payments to Indenture Trustee and Insurer.......................................58
SECTION 8.7     Attribution of Reserve Account and Letters of Credit to Notes..............................58

                                   ARTICLE IX
                                   AMENDMENTS

SECTION 9.1     Amendments Without Consent of Noteholders..................................................58
SECTION 9.2     Amendments With Consent of Noteholders; Waivers............................................59
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SECTION 9.3     Execution of Amendments or Waivers.........................................................61
SECTION 9.4     Effect of Amendments or Waivers............................................................61
SECTION 9.5     [Reserved].................................................................................61
SECTION 9.6     Reference in Notes to Amendments and Waivers...............................................61

                                    ARTICLE X
                               REDEMPTION OF NOTES

SECTION 10.1    Redemption.................................................................................62
SECTION 10.2    Form of Redemption Notice..................................................................62
SECTION 10.3    Equipment Notes Payable on Redemption Date.................................................63
SECTION 10.4    Conditional Call...........................................................................63

                                   ARTICLE XI
                           SATISFACTION AND DISCHARGE

SECTION 11.1    Satisfaction and Discharge of Indenture....................................................63
SECTION 11.2    Application of Trust Money.................................................................65
SECTION 11.3    Repayment of Monies Held by Paying Agent...................................................65
SECTION 11.4    Duration of Position of Indenture Trustee for Benefit of Registered Owners.................65

                                   ARTICLE XII
                                  MISCELLANEOUS

SECTION 12.1    Compliance Certificates and Opinions, etc..................................................65
SECTION 12.2    Form of Documents Delivered to Indenture Trustee...........................................67
SECTION 12.3    Acts of Noteholders and the Insurer........................................................67
SECTION 12.4    Notices, etc., to Indenture Trustee, Issuer, the Control Party and Rating Agencies.........68
SECTION 12.5    Notices to Noteholders; Waiver.............................................................68
SECTION 12.6    Alternate Payment and Notice Provisions....................................................69
SECTION 12.7    [Reserved].................................................................................69
SECTION 12.8    Effect of Headings and Table of Contents...................................................69
SECTION 12.9    Successors and Assigns.....................................................................69
SECTION 12.10   Separability...............................................................................69
SECTION 12.11   Benefits of Indenture......................................................................69
SECTION 12.12   Legal Holidays.............................................................................69
SECTION 12.13   Governing Law..............................................................................70
SECTION 12.14   Counterparts...............................................................................70
SECTION 12.15   Recording of Indenture.....................................................................70
SECTION 12.16   No Recourse................................................................................70
SECTION 12.17   No Petition................................................................................71
SECTION 12.18   Inspection.................................................................................71
SECTION 12.19   Assignment.................................................................................71
SECTION 12.20   Survival of Agreement......................................................................71
SECTION 12.21   Cooperation and Further Assurances.........................................................71
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SECTION 12.22   Waiver of Jury Trial.......................................................................72
SECTION 12.23   Consent to Jurisdiction....................................................................72
SECTION 12.24   No Recourse................................................................................73
SECTION 12.25   No Recourse as to Indenture Trustee........................................................73
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EXHIBITS

Exhibit A-1   - Form of Equipment Loan Note
Exhibit A-2   - Form of Receivables Note
Exhibit B     - Locations of Schedule of Loans and Receivables

SCHEDULES

Schedule 3.22 - Perfection Certificate - Issuer

                                       -v-

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          INDENTURE, dated as of November 26, 2002 between ALLIANCE LAUNDRY
EQUIPMENT RECEIVABLES TRUST 2002-A, a Delaware statutory trust (together with
its permitted successors and assigns, the "Issuer") and THE BANK OF NEW YORK, a
New York banking corporation, as trustee (the "Indenture Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Notes and the Insurer.

                                 GRANTING CLAUSE

          In order to secure (i) payment of the Notes and all other amounts
payable by the Issuer under the terms of the Basic Documents and (ii) the
performance by the Issuer of all of its covenants and agreements in this
Indenture and the other Basic Documents to which it is a party, the Issuer
hereby Grants to the Indenture Trustee, as trustee for the benefit of the
Noteholders and the Insurer (each of the foregoing, a "Beneficiary" and
collectively, the "Beneficiaries") to secure the Issuer's obligations under the
Notes and the Basic Documents to which it is a party, all of the Issuer's
assets, whether now owned or hereafter acquired, including all of the Issuer's
right, title and interest in, to and under:

     (a) the Equipment Loans, including without limitation, any Substitute Loans
and all documents and instruments evidencing or governing the Loans and all
related Loan Files and all monies paid or payable thereon (including Liquidation
Proceeds);

     (b) the Equipment, including, without limitation, all security interests
therein, granted by Obligors pursuant to the Loans and any other collateral
securing the Loans;

     (c) the Receivables and all monies paid or payable thereon;

     (d) any Insurance Policies and proceeds thereof, and all rights and
benefits thereunder with respect to the Equipment and any other collateral
securing the Loans;

     (e) any Guaranties, all other Supporting Obligations with respect to each
Loan or Account, and Proceeds thereof;

     (f) the Lockboxes and the Lockbox Accounts and all funds on deposit from
time to time in the Lockboxes or in the Lockbox Accounts and all proceeds
thereof;

     (g) the Pooling and Servicing Agreement and the other Basic Documents
(including all of its rights under the Purchase Agreement, the Custodian
Agreement and any Assignment, but excluding the Trust Agreement, the
Certificates and the documents and certificates executed in connection
therewith);

     (h) any Interest Rate Cap Agreements;

     (i) the Reserve Account and all proceeds thereof including the Initial
Reserve Account Deposit and all cash and other amounts, investments and
investment property held from time to time in the Reserve Account (whether in
the form of deposit accounts, Physical Property, book-entry securities,
uncertificated securities or otherwise including any sub-accounts);

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     (j) the Loan Collection Account, the Receivables Collection Account
including any sub-accounts and all the proceeds thereof including all other
amounts, investments and investment property held from time to time in the Loan
Collection Account and the Receivables Collection Account (whether in the form
of deposit accounts, Physical Property, book-entry securities, uncertificated
securities or otherwise);

     (k) any Warranty Payments and Administrative Purchase Payments;

     (l) the Letters of Credit;

     (m) all Accounts;

     (n) all Contracts;

     (o) all Deposit Accounts;

     (p) all Security Entitlements;

     (q) all Documents;

     (r) all UCC Equipment;

     (s) all Goods;

     (t) all General Intangibles and Payment Intangibles;

     (u) all Instruments;

     (v) all Inventory;

     (w) all Investment Property;

     (x) all Chattel Paper;

     (y) all Supporting Obligations;

     (z) all Letter-of-Credit Rights;

     (aa) all FCIA Insurance covering Receivables, the Obligors with respect to
which are not residents in the United States; and

     (bb) all present and future claims, contract rights, demands, causes and
choses in action in respect of any or all of the foregoing and all payments on
or under and all proceeds of every kind and nature whatsoever in respect of any
or all of the foregoing, including all proceeds of the conversion, voluntary or
involuntary, into cash or other liquid property, all cash proceeds, accounts,
accounts receivable, notes, drafts, acceptances, chattel paper, checks, deposit
accounts, insurance proceeds, condemnation awards, rights to payment of any and
every kind and other forms of obligations and loans, instruments and other
property which at any time constitute all or part of or are included in the
proceeds of any of the foregoing.

                                       -2-

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     All of the Issuer's right, title and interest in, to and under the items in
(a) through (bb) being referred to as 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 of a class equally and ratably without prejudice, priority or distinction,
and among the class of Notes in accordance with the priorities set forth herein
and to secure compliance with the provisions of this Indenture, all as provided
in this Indenture. This Indenture constitutes a security agreement under the
UCC.

          The foregoing Grant includes all rights, powers and options (but none
of the obligations, if any) of the Issuer under any agreement or instrument
included in the Trust Estate, including the immediate and continuing right to
claim for, collect, receive and give receipt for payments in respect of the
Equipment Loans and the Receivables included in the Trust Estate and all other
monies payable under the Trust Estate, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the name of the Issuer or otherwise and
generally to do and receive anything that the Issuer is or may be entitled to do
or receive under or with respect to the Trust Estate.

          The Indenture Trustee, as trustee on behalf of the Beneficiaries,
acknowledges such Grant, and accepts the trusts under this Indenture in
accordance with the provisions of this Indenture.

          The pledge of the Trust Estate by the Issuer pursuant to this
Indenture does not constitute, and is not intended to result in, an assumption
by the Indenture Trustee or any Beneficiary of any obligation of the Issuer, the
Servicer, Owner Trustee, or Transferor to any Obligor or other Person in
connection with the Equipment, the Loans, the Receivables, the Insurance
Policies, the FCIA Insurance, the Guaranties, any document in the Loan Files, or
any other part of the Trust Estate other than those obligations specifically
assumed pursuant to the terms of the Basic Documents.

          The Issuer hereby irrevocably authorizes the Indenture Trustee, at any
time, and from time to time, to file in any filing office in any jurisdiction
any initial financing statements and amendments thereto that (a) indicate the
Trust Estate (including any such financing statements and amendments thereto
that identify the Trust Estate as including all assets of the Issuer),
regardless of whether any particular asset comprised in the Trust Estate falls
within the scope of Article 9 of the Uniform Commercial Code, and (b) provide
any other information required for the sufficiency or filing office acceptance
of any financing statement or amendment. The Issuer agrees to furnish any such
information to the Indenture Trustee promptly upon the Indenture Trustee's
request. The Issuer also ratifies its authorization for the Indenture Trustee,
to have filed in any Uniform Commercial Code jurisdiction any like initial
financing statements or amendments thereto if filed prior to the date hereof.
The Indenture Trustee shall have no obligation to file any financing statement
or continuation statement unless it is directed to do so by the Issuer, the
Servicer or the Control Party and it is provided with the financing statement in
form for filing.

                                       -3-

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                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

          SECTION 1.1 Definitions. Certain capitalized terms used in this
Indenture shall have the respective meanings assigned them in Part I of Appendix
A to the Pooling and Servicing Agreement of even date herewith among the Issuer,
ALER and ALS (as it may be amended, supplemented or modified from time to time,
the "Pooling and Servicing Agreement"). All references herein to "the Indenture"
or "this Indenture" are to this Indenture as it may be amended, supplemented or
modified from time to time, the exhibits hereto and the capitalized terms used
herein which are defined in such Appendix A. All references herein to Articles,
Sections, subsections and exhibits are to Articles, Sections, subsections and
exhibits contained in or attached to this Indenture unless otherwise specified.
All terms defined in this Indenture shall have the defined meanings when used in
any certificate, notice, Note or other document made or delivered pursuant
hereto unless otherwise defined therein. The rules of construction set forth in
Part II of such Appendix A shall be applicable to this Indenture.

                                   ARTICLE II

                                    THE NOTES

          SECTION 2.1 Form.

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

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

          (c) Each Note shall be dated the date of its authentication. The terms
of each Note, as provided for in Exhibits A-1 and A-2 hereto, are part of the
terms of this Indenture.

          (d) The Notes in substantially the form set forth in Exhibits A-1 and
A-2 shall represent the Notes which have been issued and sold to the Noteholders
pursuant to the Note Purchase Agreement.

          SECTION 2.2 Execution, Authentication and Delivery.

          (a) Each Note shall be dated the date of its authentication.

                                       -4-

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          (b) The Notes shall be executed on behalf of the Issuer by any of its
Authorized Officers. The signature of any such Authorized Officer on the Notes
may be manual or facsimile.

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

          (d) The Indenture Trustee shall upon Issuer Order authenticate and
deliver to, or upon the order of, the Issuer, the Equipment Loan Notes for
original issue in aggregate principal amount of up to $300,000,000 and
Receivables Notes in the aggregate principal amount of up to $60,000,000. The
aggregate principal amount of all unpaid Advances under all Notes Outstanding
may not exceed $300,000,000.

          (e) No Notes shall be entitled to any benefit under this Indenture or
be valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form set forth in Exhibits
A-1 and A-2, executed by the Indenture Trustee by the manual signature of one of
its authorized signatories, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder.

          (f) No additional series of Notes may be issued pursuant to this
Indenture.

          SECTION 2.3 Advances and Repayments.

          Prior to the Converstion Date each Note shall be a revolving note and
Advances shall be made thereon at the times and in the amounts set forth in the
Note Purchase Agreement. The Indenture Trustee shall maintain a record of all
Advances and repayments made on the Notes, and absent manifest error, such
records shall be conclusive. The Indenture Trustee shall forward requests for
Advances to the Noteholders at the times set forth in the Note Purchase
Agreement.

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

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

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

                                       -5-

<PAGE>

the names and addresses of the Noteholders and the principal amounts and number
of such Notes.

          (c) Upon surrender for registration of transfer of any Note at the
Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes in any authorized denominations, of a like aggregate principal amount.

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

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

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

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

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

          SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

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

                                       -6-

<PAGE>

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

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

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

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

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

                                       -7-

<PAGE>

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

          SECTION 2.7 Payment of Principal, Interest and Certain Fees.

          (a) On each Distribution Date, interest will be paid on each Equipment
Note then Outstanding and each Receivables Note then Outstanding in an amount
equal to the Equipment Loan Note Interest Payment and the Receivables Note
Interest Payment, respectively, and each such amount shall be paid from amounts
on deposit in the Loan Collection Account or the Receivables Collection Account,
as the case may be, in accordance with the priority of payment provisions of
Section 8.2 hereof. Each such interest payment shall be paid to the Person in
whose name such Note is registered in the Note Register on the applicable Record
Date, by wire transfer in immediately available funds to the account designated
by the Noteholders.

          (b) [Reserved]

          (c) The principal of each class of Notes shall be due and payable in
full on the Final Scheduled Distribution Date and, to the extent of funds
available therefor, due and payable in installments on the Distribution Dates
(if any) and/or Business Days preceding the Final Scheduled Distribution Date,
in the amounts and in accordance with the priorities set forth in Section
8.2(c), (d), (e) and (f), as applicable. All principal payments on each class of
Notes shall be made pro rata to the Noteholders of such class entitled thereto.
Any installment of principal payable on any Note shall be punctually paid or
duly provided for from amounts on deposit in the Loan Collection Account or the
Receivables Collection Account, as the case may be, for payment to Noteholders
on such Distribution Date or Business Day and shall be paid to the Person in
whose name such Note (or one or more Predecessor Notes) is registered in the
Note Register on the applicable Record Date, by wire transfer in immediately
available funds to the account designated by the Noteholder.

          (d) In no event shall the interest charged with respect to a Note
exceed the maximum amount permitted by applicable law. If at any time the
interest rate charged with respect to the Notes exceeds the maximum rate
permitted by applicable law, the rate of interest to accrue pursuant to this
Indenture and such Note shall be limited to the maximum rate permitted by
applicable law, but any subsequent reductions in the Alternative Rate shall not
reduce the interest to accrue on such Note below the maximum amount permitted by
Applicable Law until the total amount of interest accrued on such Note equals
the amount of interest that would have accrued if a varying rate per annum equal
to the maximum interest rate permitted by applicable law had at all times been
in effect. If the total amount of interest paid or accrued on the Note under the
foregoing provisions is less than the total amount of interest that would have
accrued if the maximum interest rate permitted by applicable law had at all
times been in effect, the Issuer agrees to pay to the Noteholders an amount
equal to the difference between (a) the lesser of (i) the amount of interest
that would have accrued if the maximum rate permitted by applicable law had at
all times been in effect, or (ii) the amount of interest that would have

                                       -8-

<PAGE>

accrued if the interest rate had at all times been in effect, and (b) the amount
of interest accrued in accordance with the other provisions of this Indenture.

          (e) On each Distribution Date prior to the Conversion Date and to the
extent funds are available therefor in accordance with the priority of payments
in Section 8.2, the Issuer shall pay to each Equipment Noteholder a fee (the
"Equipment Unused Facility Fee"), which shall be in an amount equal to the sum
of the product for each day during the immediately preceding Interest Period of
(x) Unused Facility Fee Percentage, (y) a fraction (expressed as percentage) the
numerator of which is one and the denominator of which is equal to the actual
number of days in the applicable year and (z) the Equipment Loan Note Commitment
of such Equipment Noteholder on such date of determination minus the then
outstanding Note Principal Balance of such Equipment Note held by such Equipment
Noteholder on such date. Such Equipment Unused Facility Fee shall be payable
from amounts then on deposit in the Loan Collection Account, in accordance with
the priority of payments set forth in Section 8.2 hereof.

          (f) On each Distribution Date prior to the Conversion Date and to the
extent funds are available therefor in accordance with the priority of payments
in Section 8.2, the Issuer shall pay to each Receivables Noteholder a fee (the
"Receivables Unused Facility Fee"), which shall be in an amount equal to the sum
of the product for each day during the immediately preceding Interest Period of
(x) Unused Facility Fee Percentage, (y) a fraction (expressed as percentage) the
numerator of which is one and the denominator of which is equal to the actual
number of days in the applicable year and (z) the Receivables Commitment of such
Receivables Noteholder on such date of determination minus the then Note
Principal Balance of such Receivables Noteholder on such date of determination
minus the then Note Principal Balance of such Receivables Note held by such
Receivables Noteholder on such date. Such Receivables Unused Facility Fee shall
be payable from amounts then on deposit in the Receivables Collection Amount, in
accordance with the priority of payments set forth in Section 8.2 hereof.

          (g) On each Distribution Date prior to the Conversion Date and to the
extent funds are available therefor in accordance with the priority of payments
in Section 8.2, the Issuer shall pay to the Insurer the Insurer Unused Facility
Fee. Such Insurer Unused Facility Fee shall be payable from amounts on deposit
in the Loan Collection Account or Receivables Collection Account, as applicable,
in accordance with the priority of payments set forth in Section 8.2 hereof.

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

                                       -9-

<PAGE>

shall certify to the Issuer that surrendered Notes have been duly canceled and
retained or destroyed, as the case may be.

          SECTION 2.9 Release of Trust Estate. The Indenture Trustee shall
release property from the lien of this Indenture, other than as expressly
permitted by Sections 3.21, 8.2, 8.4, 10.1 and 10.4 of this Indenture and
Section 6.09 of the Pooling and Servicing Agreement, only upon receipt of an
Issuer Request accompanied by an Officer's Certificate and with the Control
Party's prior written consent.

          SECTION 2.10 ALER as Noteholder. ALER in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or its affiliates with the same rights it would have if it were not
ALER (except as provided in the definition of Outstanding).

          SECTION 2.11 Tax and ERISA Treatment.

          (a) The Issuer in entering into this Indenture, and the Noteholders,
by acquiring any Note, (i) express their intention that the Notes qualify under
applicable tax law as indebtedness secured by the Trust Estate, and (ii) unless
otherwise required by appropriate taxing authorities, agree to treat the Notes
as indebtedness secured by the Trust Estate for the purpose of federal income
taxes, state and local income and franchise taxes, and any other taxes imposed
upon, measured by or based upon gross or net income.

          (b) Each Noteholder, by its acquisition of its Notes, represents,
warrants and covenants that (A) it is not acquiring such Note with the assets of
an "employee benefit plan" subject to Employee Retirement Income Security Act of
1974, as amended, a "plan described in Section 4975(e)(1) of the Code, an entity
deemed to hold plan assets of any of the foregoing by reason of investment by an
"employee benefit plan" or other "plan" in such entity, or a governmental plan
subject to applicable law that is substantially similar to the fiduciary
responsibility provisions of ERISA or Section 4975 of the Code or (B) the
acquisition and holding of such Note by such purchaser of a Note, throughout the
period that it holds such Note, will not result in a non-exempt prohibited
transaction under ERISA or Section 4975 of the Code (or, in the case of a
governmental plan, any substantially similar applicable law).

          SECTION 2.12 Restrictions on Transfer.

          The Notes shall not be registered under the Securities Act or the
securities or "Blue Sky" laws of any other jurisdiction. Consequently, the Notes
shall not be transferable other than pursuant to any exemption from the
registration requirements of the Securities Act and satisfaction of certain
other provisions specified in this Section 2.12. No sale, pledge or other
transfer of any Note (or interest therein) may be made by any Person unless (x)
such sale, pledge or other transfer is made pursuant to an exemption available
under the Securities Act and (y) such transfer complies with the transfer
restrictions set forth in the Note Purchase Agreement. In the case of such sale
other than transfers of the Notes by a Noteholder to its related Support Party,
transfer or pledge or other transfer, the Indenture Trustee shall require that
the prospective transferee certify to the Indenture Trustee and the Transferor
in writing the facts surrounding such transfer and the status of such
transferee, which certification shall be substantially in the form of the
certificate attached hereto as Exhibit F. None of the Transferor, the Servicer,
the

                                      -10-

<PAGE>

Issuer, the Owner Trustee or the Indenture Trustee shall be obligated to
register any Notes under the Securities Act, qualify any Notes under the
securities or "Blue Sky" laws of any state or provide registration rights to any
purchaser or holder thereof.

By accepting and holding a Note, the Holder thereof shall be deemed to have
represented and warranted and/or acknowledged and agreed as follows:

               (1) Except for (i) transfers of the Notes in accordance with
          Section 7.1(c) of the Note Purchase Agreement and (ii) upon
          presentation of evidence satisfactory to the Transferor and the
          Indenture Trustee that the restrictions set forth in this Section 2.12
          have been complied with, it acknowledges that the Indenture Trustee
          will not be required to accept for registration of transfer any Notes
          acquired by it.

               (2) It acknowledges that the Transferor, the Originator, the
     Noteholders and others will rely on the truth and accuracy of the
     acknowledgments, representations and agreements set forth in this Section
     2.12.

               (3) That each Note will bear the following legends:

     THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
     OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR BLUE SKY
     LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
     THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
     PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT, AS CONFIRMED BY AN OPINION OF
     COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION
     AND COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR,
     AND, IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
     STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

     BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO
     REPRESENT, WARRANT AND COVENANT THAT EITHER (1) IT IS NOT ACQUIRING THIS
     NOTE WITH THE ASSETS OF AN "EMPLOYEE BENEFIT PLAN" SUBJECT TO THE EMPLOYEE
     RETIREMENT INCOME SECURITY ACT OF 1974, AS AMENDED ("ERISA"), A "PLAN"
     DESCRIBED IN SECTION 4975(e)(1) OF THE INTERNAL REVENUE CODE OF 1986, AS
     AMENDED (THE "CODE"), ANY ENTITY DEEMED TO HOLD "PLAN ASSETS" OF ANY OF THE
     FOREGOING BY REASON OF AN EMPLOYEE BENEFIT PLAN'S OR OTHER PLAN'S
     INVESTMENT IN SUCH ENTITY, OR A GOVERNMENTAL PLAN SUBJECT TO APPLICABLE LAW
     THAT IS SUBSTANTIALLY SIMILAR TO THE FIDUCIARY RESPONSIBILITY PROVISIONS OF
     ERISA OR SECTION 4975 OF THE CODE OR (2) THE ACQUISITION AND HOLDING OF
     THIS NOTE BY THE PURCHASER OR TRANSFEREE, THROUGHOUT THE PERIOD THAT IT
     HOLDS THIS NOTE, WILL NOT RESULT IN A NON-EXEMPT PROHIBITED TRANSACTION
     UNDER ERISA OR SECTION 4975 OF THE CODE (OR, IN THE

                                      -11-

<PAGE>

     CASE OF A GOVERNMENTAL PLAN, ANY SUBSTANTIALLY SIMILAR APPLICABLE LAW).

          SECTION 2.13 Rule 144A. The Issuer shall furnish, if it shall have
received such information from ALER, upon the request of any Noteholder, to such
Noteholder and a prospective purchaser designated by such Noteholder the
information required to be delivered under Rule 144A(d)(4) under the 1933 Act if
at the time of such request the Issuer is not a reporting company under Section
13 or Section 15(d) of the Exchange Act, and any of the Notes are "restricted
securities" within the meaning of Rule 144(a)(3) under the 1933 Act at such
time.

                                   ARTICLE III

                                    COVENANTS

          SECTION 3.1 Payment of Principal and Interest. The Issuer shall duly
and punctually pay the principal of, and interest on, the Notes in accordance
with the terms of the Notes and this Indenture. On each Distribution Date and on
the Redemption Date (if applicable), the Indenture Trustee shall distribute
amounts on deposit in the Loan Collection Account and Receivables Collection
Account to the Noteholders in accordance with Section 8.2, less amounts properly
withheld under the Code from a payment to any Noteholder of interest and/or
principal. Any amounts so withheld shall be considered as having been paid by
the Issuer to such Noteholder for all purposes of this Indenture.

          SECTION 3.2 Maintenance of Agency Office. As long as any of the Notes
remains outstanding, the Issuer shall maintain in the Borough of Manhattan, the
City of New York, an office (the "Agency Office"), being an office or agency
where Notes may be surrendered to the Issuer for registration of transfer or
exchange, and where notices and demands to or upon the Issuer in respect of the
Notes and this Indenture may be served. The Issuer hereby initially appoints The
Bank of New York to serve as its agent for the foregoing purposes. The Issuer
shall give prompt written notice to the Indenture Trustee of the location, and
of any change in the location, of the Agency Office. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such surrenders, notices and demands
may be made or served at the Corporate Trust Office of the Indenture Trustee,
and the Issuer hereby appoints the Indenture Trustee as its agent to receive all
such surrenders, notices and demands.

          SECTION 3.3 Money for Payments To Be Held in Trust.

          (a) As provided in Section 8.2, all payments of amounts due and
payable with respect to any Notes that are to be made from amounts withdrawn
from the Loan Collection Account and the Receivables Collection Account pursuant
to Section 8.2 shall be made on behalf of the Issuer by the Indenture Trustee or
by another Paying Agent, and no amounts so withdrawn from the Loan Collection
Account and Receivables Collection Account for payments of Notes shall be paid
over to the Issuer except as provided in Section 8.2 or this Section 3.3.

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

                                      -12-

<PAGE>

Agent, it hereby so agrees), subject to the provisions of this Section 3.3, that
such Paying Agent shall:

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

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

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

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

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

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

          (d) The Indenture Trustee may adopt and employ, at the expense of the
Issuer, any reasonable means of notification of the payment of any amount due
with respect to any Note and remaining unclaimed for one year after such amount
has become due and payable (including, but not limited to (x) mailing notice of
such payment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder or (y) at the expense of the Issuer cause to be published once, in the
eastern edition of The Wall Street Journal, notice that such money remains
unclaimed and that, after a date specified therein, which shall neither be less
than 30 days nor more than six months from the date of such publication, the
Issuer shall be entitled to all unclaimed funds and other assets which remain
subject hereto); provided, however, that if such money or any portion thereof
had been previously deposited by the Insurer with the Indenture Trustee for the
payment of principal or interest on the Notes, to the extent any amounts are
owing to the Insurer, such amounts shall be paid promptly to the Insurer upon
receipt by the Indenture Trustee of a written request from the Insurer.

                                      -13-

<PAGE>

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

          SECTION 3.5 Protection of Trust Estate; Acknowledgment of Pledge. The
Issuer intends the security interest granted pursuant to this Indenture to be
prior to all other Liens in the respect of the Trust Estate and the Issuer shall
take all actions necessary to obtain and maintain in favor of the Indenture
Trustee for the benefit of the Beneficiaries a first lien on and a first
priority perfected security interest in the Trust Estate except for Exempt
Collateral. The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements, amendments
thereto, continuation statements, assignments, certificates, instruments of
further assurance and other instruments, and shall take such other action as may
be determined to be necessary or advisable in an Opinion of Counsel to the Owner
Trustee delivered to the Indenture Trustee to:

          (i) maintain or preserve the lien and security interest (and the
     priority thereof) in favor of the Indenture Trustee, for the benefit of the
     Beneficiaries, of this Indenture or carry out more effectively the purposes
     hereof including by making the necessary filings of financing statements or
     amendments thereto within thirty days after the occurrence of any of the
     following: (A) any change in the Issuer's name, (B) any change in the
     location of the Issuer's principal place of business, (C) any change in the
     Issuer's "location" (within the meaning of Section 9-307 of the UCC) and
     (D) any merger or consolidation or other change in the Issuer's identity or
     organizational structure and by promptly notifying the Indenture Trustee of
     any such filings;

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

          (iii) enforce the rights of the Indenture Trustee, the Insurer and the
     Noteholders in any of the Trust Estate;

          (iv) preserve and defend title to the Trust Estate and the rights of
     the Indenture Trustee, the Insurer and the Noteholders in such Trust Estate
     against the claims of all Persons and parties; or

          (v) grant more effectively to the Indenture Trustee the security
     interest in all or any portion of the Trust Estate,

and the Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument as delivered to the Indenture Trustee which may be necessary,
desirable or required by the Indenture Trustee pursuant to this Section 3.5.

                                      -14-

<PAGE>

          SECTION 3.6 Opinions as to Trust Estate.

          (a) On the Closing Date, the Issuer shall furnish to the Indenture
Trustee and the Insurer an Opinion of Counsel, in form and substance reasonably
acceptable to the Indenture Trustee and the Insurer, either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any amendments hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statements as are necessary to perfect and
make effective the lien and security interest in favor of the Indenture Trustee
for the benefit of the Beneficiaries created by this Indenture covering such
portions of the Trust Estate and such matters of law as are customary in similar
transactions, or stating that, in the opinion of such counsel, no such action is
necessary to make such lien and security interest effective.

          (b) On or before April 15 in each calendar year, beginning April 15,
200[4], the Issuer shall furnish to the Indenture Trustee and the Insurer an
Opinion of Counsel, in form and substance reasonably acceptable to the Indenture
Trustee and the Insurer, either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording
and refiling of this Indenture, any amendments hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture,
covering the matters covered by the opinion given pursuant to Section 3.6(a)
above and such other matters of law (including changes in law dealing with
perfection and priority of liens) as are customary in similar transactions. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any amendments hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements with respect to the Trust Estate consistent with the
opinion provided pursuant to Section 3.6(a) above and such other matters of law
as are customary in similar transactions that will, in the opinion of such
counsel, be required to maintain the lien and security interest (except with
respect to Exempt Collateral) of this Indenture until April 15 in the following
calendar year.

          SECTION 3.7 Performance of Obligations; Servicing of Loans; Consent to
Amendments.

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

          (b) The Issuer may contract with other Persons, subject to the Control
Party's consent, to assist it in performing its duties under this Indenture, and
any performance of such duties by a Person shall be deemed to be action taken by
the Issuer. Initially, the Issuer has contracted (with the consent of the
Insurer) with the Servicer and the Administrator to assist the Issuer in
performing its duties under this Indenture.

                                      -15-

<PAGE>

          (c) The Issuer shall punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but
not limited to filing or causing to be filed all UCC financing statements and
continuation statements required to be filed under the terms of this Indenture,
the Pooling and Servicing Agreement and the Purchase Agreement in accordance
with and within the time periods provided for herein and therein.

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

          (e) Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it shall not, without the
prior written consent of the Indenture Trustee and the Control Party amend,
modify, waive, supplement, terminate or surrender, or agree to any amendment,
modification, supplement, termination, waiver or surrender of, any of the Basic
Documents or the terms thereof or any portion of the Trust Estate (other than
the ability of the Servicer to amend, modify or waive provisions of the
Equipment Loans and the Receivables that are specifically permitted under the
Pooling and Servicing Agreement), or waive timely performance or observance by
the Servicer or ALER under the Pooling and Servicing Agreement or the Purchase
Agreement, the Administrator under the Administration Agreement or ALS under the
Purchase Agreement; provided, however, that, notwithstanding the foregoing, no
action specified in the proviso to Section 9.2 shall be taken except in
compliance with Section 9.2. If any such amendment, modification, supplement,
termination, waiver or surrender shall be so consented to by the Indenture
Trustee and the Control Party, the Issuer agrees, promptly following a request
by the Indenture Trustee or the Control Party to execute and deliver, in its own
name and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee or the Control Party may deem necessary or
appropriate in the circumstances.

          SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding,
or the Ambac Policy is outstanding or any amounts are owed to the Insurer under
the Insurance Agreement, the Issuer shall not:

          (a) except as directed by the Control Party, sell, transfer, exchange
or otherwise dispose of any of the properties or assets of the Issuer, except
the Issuer may (i) collect, liquidate, sell or otherwise dispose of Warranty
Loans, Administrative Loans and Defaulted Loans, (ii) make cash payments out of
the Designated Accounts and (iii) take other actions, in each case solely as
expressly permitted by the Basic Documents;

          (b) claim any credit on, or make any deduction from the principal or
interest payable in respect of the Notes (other than amounts properly withheld
from such payments under

                                      -16-

<PAGE>

the Code or applicable state law) or assert any claim against any present or
former Noteholder by reason of the payment of the taxes levied or assessed upon
any part of the Trust Estate;

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

          (d) either (i) permit the validity or effectiveness of this Indenture
to be impaired, or permit the lien of this Indenture to be amended,
hypothecated, subordinated, terminated or discharged, or permit any Person to be
released from any covenants or obligations with respect to the Notes under this
Indenture except as may be expressly permitted hereby, (ii) permit any lien,
charge, excise, claim, security interest, mortgage or other encumbrance (other
than the lien of this Indenture) to be created on or extend to or otherwise
arise upon or burden the Trust Estate or any part thereof or any interest
therein or the proceeds thereof (other than tax liens, mechanics' liens and
other similar liens that arise by operation of law, in each case on Equipment
and arising solely as a result of an action or omission of the related Obligor),
(iii) permit the lien of this Indenture not to constitute a valid first priority
security interest in the Trust Estate (other than with respect to (x) any such
tax, mechanics' or other similar liens and (y) Exempt Collateral) or (iv) amend
or modify the provisions of the other Basic Documents without the consent of the
Control Party.

          SECTION 3.9 Annual Statement as to Compliance. The Issuer shall
deliver to the Indenture Trustee, the Noteholders and the Insurer, with a copy
to each of the Rating Agencies and the Noteholders, on or before April 15 of
each year, beginning April 15, 2003, an Officer's Certificate signed by an
Authorized Officer dated as of the immediately preceding December 31, stating
that:

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

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

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

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

          (i) the Person (if other than the Issuer) formed by, or surviving
     such, consolidation or merger shall be a Person organized and existing
     under the laws of the United States of America or any State and shall
     expressly assume, by an amendment hereto, executed and delivered to the
     Indenture Trustee and the Control Party satisfactory

                                      -17-

<PAGE>

     to the Indenture Trustee and the Control Party, the due and timely payment
     of the principal of and interest on all Notes and the performance or
     observance of every agreement and covenant of this Indenture on the part of
     the Issuer to be performed or observed, all as provided herein;

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

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to all Notes then Outstanding;

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

          (v) the Issuer shall have delivered to the Indenture Trustee and the
     Insurer an Officer's Certificate stating that such consolidation or merger
     and such amendment comply with this Section 3.10;

          (vi) the Issuer shall have delivered to the Indenture Trustee and the
     Insurer an Opinion of Counsel stating that such consolidation or merger and
     such amendment shall have no material adverse tax consequence to the Issuer
     or any Securityholder; and

          (vii) the Control Party shall have, in its sole discretion, consented
     to such merger or consolidation.

          (b) Except pursuant to Sections 10.1 or 10.4 hereof or as otherwise
expressly permitted by this Indenture or the other Basic Documents, the Issuer
shall not sell, convey, exchange, transfer or otherwise dispose of any of its
properties or assets, including those included in the Trust Estate, to any
Person, unless:

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

               (1) expressly assumes the due and punctual payment of the
     principal of and interest on all Notes and the performance or observance of
     every agreement and covenant of this Indenture on the part of the Issuer to
     be performed or observed, all as provided herein;

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

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

                                      -18-

<PAGE>

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

          (iii) the Rating Agency Condition shall have been satisfied with
     respect to all Notes then Outstanding;

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

          (v) the Issuer shall have delivered to the Indenture Trustee and the
     Insurer an Officer's Certificate stating that such sale, conveyance,
     exchange, transfer or disposition and such amendment comply with this
     Section 3.10;

          (vi) the Issuer shall deliver to the Indenture Trustee and the Insurer
     an Opinion of Counsel stating that such sale, conveyance, exchange,
     transfer or disposition and such amendment have no material adverse tax
     consequence to the Issuer or to any Noteholders or Registered Owners; and

          (vii) the Control Party, in its sole discretion, shall have consented
     to such sale, conveyance, exchange, transfer or disposition.

          SECTION 3.11 Successor or Transferee.

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

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

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

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

          SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by this Indenture or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee (directly or indirectly
or by an instrument having the effect

                                      -19-

<PAGE>

of assuring another's payment or performance on any obligation or capability of
so doing or otherwise), endorse or otherwise become contingently liable,
directly or indirectly, in connection with the obligations, stocks or dividends
of, or own, purchase, repurchase or acquire (or agree contingently to do so) any
stock, obligations, assets or securities of, or any other interest in, or make
any capital contribution to, any other Person.

          SECTION 3.15 Servicer's Obligations. The Issuer shall use its best
efforts to cause the Servicer to comply with its obligations under Sections
3.10, 5.01 and 5.02 of the Pooling and Servicing Agreement.

          SECTION 3.16 Capital Expenditures. The Issuer shall not make any
expenditure (whether by long-term or operating lease or otherwise) for capital
assets (either real, personal or intangible property) other than the purchase of
the Loans and the Receivables and other property and rights from ALER pursuant
to the Pooling and Servicing Agreement.

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

          SECTION 3.18 Restricted Payments. Except for (i) payments to the
Transferor in respect of Collections that are then subject to a Release Election
and (ii) payments of principal or interest on or redemption of the Notes as
expressly permitted pursuant to this Indenture, so long as any Notes are
Outstanding or any amounts are owed to the Insurer under the Ambac Policy and
the Insurance Agreement, the Issuer shall not, directly or indirectly:

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

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

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

provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, ALER, the Insurer, the Indenture Trustee, the Owner Trustee and
the Registered Owners solely to the extent expressly permitted by, and to the
extent of Advances as contemplated by Section 3.25 or to the extent funds are
available for such purpose under Section 8.2. The Issuer shall not, directly or
indirectly, make payments to or distributions from the Loan Collection Account
and Receivables Collection Account except in accordance with the Basic
Documents.

          SECTION 3.19 Notice of Events of Default. The Issuer agrees to give
the Indenture Trustee, the Control Party and the Rating Agencies (with a copy to
the Noteholders) prompt written notice, but in any event no later than within 2
Business Days, of any Default, Event of Default, Rapid Amortization Event,
Servicer Default, each default on the part of ALER

                                      -20-

<PAGE>

or ALS of its respective obligations under the Pooling and Servicing Agreement
and the Purchase Agreement in each case of which the Issuer has knowledge.

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

          SECTION 3.21 Indenture Trustee's Assignment of Administrative Loans,
Substituted Loans, Warranty Loans and Other Loans. Upon receipt of (a) the
Administrative Purchase Payment or the Warranty Payment with respect to an
Administrative Loan or Warranty Loan, (b) a Substitute Loan with respect to a
Warranty Loan, provided all conditions to the Substitute Loans have been
satisfied in full under the Basic Documents, (c) payment in full of the
outstanding Loan Balance plus accrued interest on any Loan and any other amounts
due and owing in connection therewith upon prepayment by an obligor in
accordance with Section 3.03 of the Pooling and Servicing Agreement or (d) the
proceeds upon the sale or other disposition by the Servicer of any Defaulted
Loan or the collateral securing such Defaulted Loan in accordance with Section
3.04 of the Pooling and Servicing Agreement, the Indenture Trustee shall assign,
without recourse, representation or warranty to the Servicer, the Warranty
Purchaser or the purchaser of such Defaulted Loan or the collateral securing
such Defaulted Loan, as applicable, all of the Indenture Trustee's right, title
and interest in and to such repurchased or replaced Loan, all monies due
thereon, the security interest in the related Equipment and any accessions
thereto, any Insurance Policies and any proceeds arising thereafter with respect
to such Loan, any Guaranties and any proceeds arising thereafter with respect to
such Loan and the interests of the Indenture Trustee in certain rebates of
premiums and other amounts relating to the Insurance Policies and any documents
relating thereto, such assignment being an assignment outright and not for
security; and the Servicer, ALER, the Warranty Purchaser or other purchaser, as
applicable, shall thereupon own such Loan, and all such security and documents,
free of any further obligation to the Indenture Trustee or the Noteholders with
respect thereto.

          SECTION 3.22 Representations and Warranties by the Issuer to the
Indenture Trustee and the Insurer. The Issuer hereby represents and warrants to
the Indenture Trustee, the Noteholders and the Insurer as of the Closing Date
with respect to clauses (a), (b), (c) and (d) below and on each Equipment Loan
Borrowing Date, Receivables Borrowing Date, and each Substitution Date with
respect to clauses (a), (b) and (d) below as follows:

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

          (b) All Filings Made. The Loans, the Issuer's rights related to the
Equipment Loans and the Receivables constitute UCC Collateral. All filings
necessary under the UCC or other applicable laws in any jurisdiction to give the
Indenture Trustee a first priority perfected security interest in the Trust
Estate other than Exempt Collateral have been made. Each Loan is secured by
Equipment.

                                      -21-

<PAGE>

          (c) UCC Information. The information set forth on Schedule 3.22 hereto
is true, correct and complete in all material respects.

          (d) Security Interest Representations.

               (1) This Indenture creates a valid and continuing security
     interest (as defined in the applicable UCC) in the Trust Estate in favor of
     the Issuer, which security interest is prior to all other Liens, claims or
     encumbrances of any Person, and is enforceable as such as against creditors
     of and purchasers from the Issuer;

               (2) The Receivables constitute "accounts" within the meaning of
     the applicable UCC. The Equipment Loans constitute "tangible chattel paper"
     within the meaning of the applicable UCC. The Equipment Notes constitute
     "instruments" within the meaning of the applicable UCC and related
     Equipment constituting "equipment" and not "fixtures" under the applicable
     UCC. The Loan Collection Account, the Receivables Collection Account and
     the Reserve Account each constitute a "securities accounts" within the
     meaning of the applicable UCC. The rights to payment under the Letter of
     Credit constitute "letter-of-credit rights" within the meaning of the
     applicable UCC. The rights under the Purchase Agreement and the Pooling and
     Servicing Agreement each constitute "general intangibles" under the
     applicable UCC;

               (3) The Issuer is the sole owner of the Trust Estate and owned
     and has good and marketable title to the Trust Estate, free and clear of
     any Lien of any Person (whether senior, junior or pari passu); provided,
     however, that the Issuer makes no representation regarding the availability
     of a willing buyer;

               (4) The Issuer has caused the filing of all appropriate financing
     statements in the proper filing office in the appropriate jurisdictions
     under applicable law in order to perfect the security interest in the Trust
     Estate granted to the Indenture Trustee. All financing statements filed
     against the Issuer in favor of the Indenture Trustee in connection herewith
     describing the Trust Estate contain a statement to the following effect: "A
     purchase or security interest in any collateral described in this financing
     statement except in favor of the Indenture Trustee will violate the rights
     of the Indenture Trustee";

               (5) Other than the security interest granted to the Indenture
     Trustee pursuant to this Indenture, the Issuer has not pledged, assigned,
     sold, granted a security interest in or otherwise conveyed any of the Trust
     Estate except as expressly permitted hereby. The Issuer has not authorized
     the filing of, and is not aware of, any financing statements or documents
     of similar import against the Issuer that include a description of
     collateral covering the Trust Estate other than any financing statement or
     document of similar import (i) relating to the security interest granted to
     the Indenture Trustee or (ii) that has been terminated. The Issuer is not
     aware of any judgment or tax lien filings against the Issuer;

               (6) The Issuer or the Indenture Trustee has received a written
     acknowledgement from the Custodian that the Custodian is holding the only
     original executed counterpart of the Equipment Notes and the related
     security agreements on

                                      -22-

<PAGE>

     behalf of, and for the benefit of, the Indenture Trustee and is subject to
     the Custodian's customary security and safekeeping procedures;

               (7) None of the Equipment Notes or Equipment Loans have any marks
     or notations indicating that they have been pledged, assigned or otherwise
     conveyed to any Person other than the Indenture Trustee and other than any
     holder of an Adverse Claim to be released simultaneously with the purchase
     by the Transferor under the Purchase Agreement;

               (8) The Indenture Trustee has been named the beneficiary of the
     Letter of Credit;

               (9) The Issuer has received all necessary consents and approvals
     required by the terms of the Trust Estate to the pledge to the Issuer of
     its interest and rights in such Trust Estate hereunder;

               (10) No creditor of the Issuer has in its possession any goods
     that constitute or evidence the Trust Estate;

               (11) The Issuer has taken all steps necessary to cause The Bank
     of New York (in its capacity as securities intermediary) to identify in its
     records the Indenture Trustee as the Person having a security entitlement
     against the securities intermediary in each of the Loan Collection Account,
     the Receivables Collection Account and the Reserve Account; and

               (12) The Loan Collection Account, the Receivables Collection
     Account and the Reserve Account are not in the name of any Person other
     than the Indenture Trustee. The Issuer has not consented to The Bank of New
     York (as the securities intermediary of any Loan Collection Account, the
     Receivables Collection Account and the Reserve Account) to comply with
     entitlement orders of any Person other than the Indenture Trustee.

     The representations and warranties set forth in this Section 3.22 shall
survive until the Indenture is terminated in accordance with its terms. Any
breaches of the representations and warranties set forth in this Section 3.22
may be waived upon satisfaction of the Rating Agency Condition.

          SECTION 3.23 Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, materially adversely affect the ability of the
Issuer to perform its obligations under the Notes, this Indenture or any other
Basic Document.

          SECTION 3.24 Indemnity for Liability Claims. The Issuer shall
indemnify, defend and hold harmless the Indenture Trustee, the Noteholders and
the Insurer (which shall include any of their respective directors, employees,
officers and agents) against and from any and all costs, expenses, losses,
damages, claims and liabilities arising out of or resulting from the use,
repossession or operation of the Equipment (other than a loss in value thereof)
or imposed on or asserted against the Issuer or otherwise arising out of or
based on the arrangements created by this Indenture to the extent not paid by
the Servicer pursuant to Section 8.01 of the Pooling

                                      -23-

<PAGE>

and Servicing Agreement and solely to the extent that funds are available for
such purpose pursuant to Section 8.2 of this Agreement; provided that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer under this Section 3.24 and that any such indemnified party agrees
that it shall not, prior to the date which is one year and one day after the
termination of this Indenture with respect to the Issuer pursuant to Section
11.1, acquiesce, petition or otherwise invoke or cause the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Issuer.

          SECTION 3.25 Use of Proceeds. The Issuer shall use the proceeds from
the sale of the Notes solely to fund the acquisition of the Loans and
Receivables, to fund the Reserve Account, to make equity distributions and to
pay fees and expenses related to the transactions contemplated hereby.

          SECTION 3.26 Borrowing Base Certificate. Two (2) Business Days prior
to each Advance, the Issuer shall deliver, or cause the Servicer to deliver to
the Indenture Trustee, to each Noteholder and the Insurer a duly completed and
executed (a) Equipment Loan Borrowing Base Certificate giving pro forma effect
to any Advances to be made on any such Equipment Loan Borrowing Date and (b)
Receivables Borrowing Base Certificate giving pro forma effect to any Advances
to be made on any such Receivables Borrowing Date.

          SECTION 3.27 Letters of Credit.

          (a) The Issuer shall provide on or before the Closing Date and
maintain so long as any Note is Outstanding, one Eligible Letter of Credit for
the benefit of the Indenture Trustee on behalf of the Beneficiaries.

          (b) On each Determination Date on which it is determined that no funds
will be on deposit in the Reserve Account on the following Distribution Date (or
will have been reduced to zero on such Distribution Date), the Indenture Trustee
shall, upon written instructions from the Servicer, in accordance with the
Servicer's Certificate (or if a Servicer's Certificate is not provided, in
accordance with instructions from the Control Party), submit to each Letter of
Credit Bank a completed Drawing Certificate in an amount equal to (x) the
shortfall computed under Section 8.2(h) of this Indenture or (y) the remaining
Available Drawing Amount in the case of an Event of Default (such draw, a
"Letter of Credit Drawing"); provided, however, that in no event shall the
amount of any Letter of Credit Drawing exceed the Available Drawing Amount under
such Letter of Credit. The Indenture Trustee shall notify the Servicer and the
Control Party on the date on which it makes a Letter of Credit Drawing.

          (c) The Indenture Trustee shall receive Letter of Credit Drawings as
attorney-in-fact of each of the Beneficiaries and upon receipt thereof shall,
subject to clauses (d) and (e) below, immediately deposit such Letter of Credit
Drawings into the Loan Collection Account or the Receivables Collection Account
to pay principal and interest on the Notes at the times and in the amounts
specified in Section 8.2(h) hereof. The making of a Letter of Credit Drawing
does not relieve the Issuer of any obligation under any Note, this Indenture or
any other Basic Document.

                                      -24-

<PAGE>

          (d) If at any time while the Notes are outstanding a Letter of Credit
Bank shall not be an Eligible Bank, the Issuer shall (unless the Control Party
shall otherwise consent) within ten (10) Business Days of the date on which the
Letter of Credit Bank ceased to be an Eligible Bank, replace the then existing
Letter of Credit with a substitute Eligible Letter of Credit. If the Issuer
shall fail to deliver a replacement Eligible Letter of Credit within such ten
(10) Business Day period, then the Indenture Trustee shall, upon written
instructions from the Servicer or the Control Party, submit to the then existing
Letter of Credit Bank a completed Drawing Certificate for the remaining
Available Drawing Amount under such Letter of Credit. Any amounts received by
the Indenture Trustee as the result of any such drawing shall be deposited into
the Reserve Account, and disbursed for the payment of principal and interest on
the Notes in accordance with the provisions of Section 8.2(h) hereof. Upon
receipt by the Indenture Trustee of a replacement Eligible Letter of Credit in
accordance with the provisions of this Section 3.27(d), the Indenture Trustee
shall surrender the original of the replaced Letter of Credit to the issuer
thereof, upon written request of the Servicer or the Control Party.

          (e) If at any time while the Notes are outstanding the issuer of an
Eligible Letter of Credit shall have provided notice to the Indenture Trustee
that such Letter of Credit shall not be renewed upon the expiration thereof,
then the Indenture Trustee shall provide prompt written notice of same to the
Control Party and the Issuer shall (unless the Control Party shall otherwise
consent) within ten (10) Business Days of the date on which the Letter of Credit
shall expire, replace the then existing Letter Credit with a substitute Eligible
Letter of Credit. If the Issuer shall fail to deliver a substitute Eligible
Letter of Credit within such ten (10) Business Day period, then the Indenture
Trustee shall, upon written instructions from the Servicer or the Control Party,
submit to the then existing Letter of Credit Bank a completed Drawing
Certificate for the remaining Available Drawing Amount under such Letter of
Credit. Any amounts received by the Indenture Trustee as the result of any such
drawing shall be deposited into the Reserve Account, and disbursed for the
payment of principal and interest on the Notes in accordance with the provisions
of Section 8.2(h) hereof. Upon receipt by the Indenture Trustee of a replacement
Eligible Letter of Credit in accordance with the provisions of this Section
3.27(e), the Indenture Trustee shall surrender the original of the replaced
Letter of Credit to the issuer thereof, upon written request of the Servicer or
the Control Party.

                                      -25-

<PAGE>

          SECTION 3.28 Non Consolidation of Issuer. (a) The Issuer shall,
consistent with the Basic Agreements, be operated in such a manner that it shall
not be substantively consolidated with the trust estate of any other person in
the event of the bankruptcy or insolvency of the Issuer or such other person.
Without limiting the foregoing the Issuer shall (1) conduct its business in its
own name, (2) maintain its books, records and cash management accounts separate
from those of any other person, (3) maintain its bank accounts separate from
those of any other person, (4) maintain separate financial statements, showing
its assets and liabilities separate and apart from those of any other person,
(5) pay its own liabilities and expenses only out of its own funds, (6) allocate
fairly and reasonably any overhead expenses that are shared with an Affiliate,
(7) hold itself out as a separate entity, (8) maintain adequate capital in light
of its contemplated business operations and (9) observe all other appropriate
trust and other organizational formalities including, inter alia, remaining in
good standing and qualified as a foreign trust in each jurisdiction and
obtaining all necessary licenses and approvals as required under Applicable Law.

          (b) Notwithstanding any provision of law which otherwise empowers the
Issuer, the Issuer shall not (1) hold itself out as being liable for the debts
of any other person, (2) act other than in its trust name and through its
trustee or its duly authorized officers or agents, (3) engage in any joint
activity or transaction of any kind with or for the benefit of any Affiliate
including any loan to or from or guarantee of the indebtedness of any Affiliate,
except payment of lawful distributions to its Registered Owners, (4) commingle
its funds or other assets with those of any other person, (5) create, incur,
assume, guarantee or in any manner become liable in respect of any indebtedness
(except pursuant to this Indenture) other than indemnities, trade payables and
expense accruals incurred in the ordinary course of its business, (6) enter into
a transaction with an Affiliate unless such transaction is commercially
reasonable and on the same terms as would be available in an arm's length
transaction with a person or entity that is not an Affiliate, or (7) take any
other action that would be inconsistent with maintaining the separate legal
identity of the Issuer.

                                      -26-

<PAGE>

          SECTION 3.29 No Bankruptcy Petition. The Issuer shall not (i) commence
any Proceeding under Title 11 of the United States Code seeking to have an order
for relief entered with respect to it, or seeking reorganization, arrangement,
adjustment, wind-up, liquidation, dissolution, composition or other relief with
respect to it or its debts, (ii) seek appointment of a receiver, trustee,
custodian or other similar official for it or any part of its assets, (iii) make
a general assignment for the benefit of creditors, or (iv) take any action in
furtherance of, or consenting or acquiescing in, any of the foregoing.

          SECTION 3.30 Liens. The Issuer shall not contract for, create, incur,
assume or suffer to exist any Lien upon any of its property or assets, whether
now owned or hereafter acquired, except for the Lien created pursuant to the
terms of the Indenture other than Permitted Adverse Claims.

          SECTION 3.31 Investment Company Act. The Issuer will conduct its
operations, and will cause the Administrator to conduct the Issuer's operations,
in a manner which will not subject it to registration as an "investment company"
under the Investment Company Act of 1940, as amended.

          SECTION 3.32 Information Requests. The Issuer shall prepare and
deliver (or shall cause the Administrator to prepare and deliver) to the
Indenture Trustee, the Insurer and the Noteholders from time to time such
information regarding the financial condition, operations, or business of the
Issuer as the Control Party may reasonably request.

          SECTION 3.33 [Reserved]

          SECTION 3.34 Change of Control. The Transferor shall at all times own
100% of the beneficial interests of the Issuer.

                                   ARTICLE IV

                            RAPID AMORTIZATION EVENTS

          SECTION 4.1 Rapid Amortization Events. For the purposes of this
Indenture, "Rapid Amortization Event" means the occurrence, as and when declared
by the Control Party by written notice to the Co-Administrative Agents and the
Issuer, of any one of the following events or conditions and the continuation of
such condition beyond any applicable grace and/or cure period:

          (a) the occurrence of a Borrowing Base Shortfall that remains
unremedied (by cash payments, contribution of Eligible Loans or Eligible
Receivables to the Issuer or by a draw on the Reserve Account (but not by a draw
on the Letters of Credit or a draw on the Reserve Account of proceeds of any
draw on a Letter of Credit) for three (3) or more Business Days;

          (b) the occurrence of a draw on the Reserve Account; provided,
however, if the amount on deposit in the Reserve Account on the immediately
succeeding Distribution Date (after giving effect to the deposits to and
distributions from the Reserve Account on such date) is equal to or greater than
the Reserve Account Required Amount, then such draw on the Reserve Account shall
not be considered a Rapid Amortization Event;

                                      -27-

<PAGE>

          (c) the Letter(s) of Credit are:

          (i) terminated (or the Letters of Credit cease to be Eligible Letters
     of Credit) unless (x) the Indenture Trustee receives, within ten (10)
     Business Days after the date of such termination or ineligibility, a
     replacement Eligible Letter of Credit issued by an Eligible Bank, cash or
     alternate collateral acceptable to the Control Party or (y) the Letters of
     Credit have been drawn upon, in full, and the proceeds deposited into the
     Reserve Account pursuant to Section 3.27(d)(downgrade draw) or Section 3.27
     (e)(non-renewal draw); or

          (ii) drawn, other than pursuant to Section 3.27(d) (downgrade draw) or
     Section 3.27(e) (non-renewal draw);

          (d) the rolling three (3) month average of the Delinquency Ratio -
Receivables exceeds 5.50%;

          (e) the rolling three (3) month average of the Delinquency Ratio -
Equipment Loans exceeds 2.00%;

          (f) the rolling three (3) month average of the Dilution Ratio -
Receivables exceeds 11%;

          (g) the rolling three (3) month average of the Default Ratio -
Receivables exceeds 4.00%;

          (h) the rolling three (3) month average of the Default Ratio -
Equipment Loans exceeds 1.00%;

          (i) the Days Sales Outstanding - Receivables exceeds 96 days;

          (j) the occurrence and continuance of either (x) an Event of Default
or (y) a Servicer Default; or

          (k) the Back-up Servicer has failed to complete its data-mapping (with
respect to the Receivables) to the reasonable satisfaction of the Control Party
by the 90th day following the Closing Date so that it is not fully functional as
the Back-up Servicer for the Receivables on such date.

          If a Rapid Amortization Event exists on any date, then such Rapid
Amortization Event shall be deemed to continue until the Business Day on which
the Indenture Trustee (acting at the direction of the Control Party) waives, in
writing, such Rapid Amortization Event.

          The Issuer shall deliver to the Indenture Trustee, the Noteholders and
the Rating Agencies, within (3) Business Days but in any event prior to the
immediately succeeding Purchase Date (as defined in the Purchase Agreement)
after learning of the occurrence of any of the events or conditions that, if
declared by the Control Party, would constitute a Rapid Amortization Event,
written notice of such event or condition, its status and whether the Control
Party has declared a Rapid Amortization Event.

                                      -28-

<PAGE>

                                    ARTICLE V

                              DEFAULT AND REMEDIES

          SECTION 5.1 Events of Default. For the purposes of this Indenture,
"Event of Default" wherever used herein, means any one of the following events
or conditions and the continuation of such condition beyond any applicable grace
and/or cure period:

          (a) failure to pay any interest on the Equipment Loan Notes or the
     Receivables Notes, as and when the same becomes due and payable, regardless
     of whether funds are available to make such payments, and such failure
     shall continue unremedied for a period of three (3) Business Days; or

          (b) except as set forth in Section 5.1(c), failure to pay any
     installment of the principal of any Note or premium on the Ambac Policy as
     and when the same becomes due and payable or the failure to make any
     distribution of Available Amount on the Distribution Date if funds are
     available to make such distribution, and such failure shall continue
     unremedied for a period of three (3) Business Days; or

          (c) failure to pay in full the outstanding principal balance of the
     Notes by the Final Scheduled Distribution Date for such class of Notes; or

          (d) default in the observance or performance in any material respect
     of any covenant or agreement of the Issuer, Servicer, any Seller or
     Transferor (other than a covenant or agreement, a default in the observance
     or performance of which is specifically dealt with elsewhere in this
     Section 5.1) in this Indenture, the Pooling and Servicing Agreement, the
     Ambac Policy or the other Basic Documents which failure materially and
     adversely affects the rights of the Noteholders or the Control Party, and
     such default shall continue or not be cured for a period of thirty (30)
     days after the earlier of (x) the date on which written notice of such
     failure shall have been given to the Issuer or the Transferor, as
     applicable, by the Indenture Trustee, the Insurer or any Noteholder and (y)
     the date on which the Issuer or the Transferor, as applicable, has actual
     knowledge of such failure, or should, in the exercise of reasonable
     diligence, have become knowledgeable; or

          (e) any representation or warranty of the Issuer, Servicer, any Seller
     or Transferor made in this Indenture, the Pooling and Servicing Agreement,
     the Ambac Policy or the other Basic Documents or any other writing
     delivered pursuant hereto or in connection herewith, proving to have been
     incorrect or misleading in any material respect as of the time when the
     same shall have been made, which failure materially and adversely affects
     the rights of the Noteholders or the Control Party, and such breach shall
     continue or not be cured for a period of thirty (30) days after the earlier
     of (x) the date on which written notice of such breach shall have been
     given to the Issuer or the Transferor, as applicable, by the Indenture
     Trustee, the Insurer or any Noteholder and (y) the date on which the Issuer
     or the Transferor, as applicable, has actual knowledge of such failure, or
     should, in the exercise of reasonable diligence, have become knowledgeable;
     or

                                      -29-

<PAGE>

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

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

          (h) a circumstance in which the Issuer, Servicer, any Seller or
     Transferor becomes an investment company or is required to be registered
     under the Investment Company Act of 1940; or

          (i) the termination of the Servicer pursuant to Section 8.02 of the
     Pooling and Servicing Agreement; or

          (j) the failure of the Indenture Trustee to have a first priority
     perfected security interest in the Trust Estate; or

          (k) the failure of the Issuer (as assignee of the Originator) to have:

               (1)  a first priority perfected security interest against the
                    Obligors in the Equipment; or

               (2)  a perfected security interest against the Obligors in the
                    other items of equipment financed by the Originator that
                    secure such Equipment Loan;

               where the  aggregate  amount of such  unperfected  (or  non-first
               priority) collateral exceeds 2% of the Outstanding Amount; or

          (l) the rendering against the Issuer or Transferor of a final
     judgment, decree or order for the payment of money in excess of $100,000
     and the continuance of such judgment, decree or order unsatisfied, unbonded
     or uninsured for a period of sixty (60) consecutive days; or

                                      -30-

<PAGE>

          (m) a draw is made on the Ambac Policy.

The Issuer shall deliver to the Indenture Trustee and the Control Party, within
three (3) Business Days after learning of the occurrence thereof, written notice
of any Default under Section 5.1(d) or Section 5.1(e), its status and what
action the Issuer is taking or proposes to take with respect thereto.

          SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

          (a) Upon the occurrence of an Event of Default of type described in
5.1(f) or 5.1(g), the unpaid principal amount for the Notes, together with
accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable. Except as set forth in the immediately
preceding sentence, if an Event of Default should occur and be continuing, then
and in every such case, unless the principal amount of the Notes shall have
already become due and payable, the Indenture Trustee shall (at the written
direction of the Control Party) or may (with the consent of the Control Party)
declare all the Notes to be immediately due and payable, by a notice in writing
to the Issuer (with a copy to the Insurer, the Rating Agencies and the
Noteholders) setting forth a description of the Event or Events of Default, and
upon any such declaration the unpaid principal amount of the Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable.

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

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

          (a) The Issuer covenants that if there shall occur an Event of Default
under Section 5.1 which has not been waived pursuant to Section 5.12, in
addition to the rights available under Section 5.4, the Issuer shall, upon
demand of the Indenture Trustee (at the direction of the Control Party) pay to
the Indenture Trustee, for the benefit of the Noteholders and the Insurer in
accordance with their respective outstanding principal amounts or other amounts
owed, whether at the Final Scheduled Distribution Date or otherwise, the entire
amount then due and payable on the Notes for principal and interest, with
interest through the date of

                                      -31-

<PAGE>

such payment on the overdue principal amount of each class of Notes, at the rate
applicable to such class of Notes, all sums paid or advanced by or otherwise
owed to the Insurer, together with interest, and in addition thereto such
further amount as shall be sufficient to cover the costs and expenses of
collection, including the reasonable compensation, expenses, disbursements and
advances of the Indenture Trustee and the Insurer and their respective agents
and counsel.

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

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

          (d) If there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy, insolvency or other similar law,
or if a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the Indenture Trustee, irrespective of whether the
principal of any Notes shall then be due and payable as therein expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any demand pursuant to the provisions of this Section 5.3, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

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

                                      -32-

<PAGE>

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Holders of Notes and the Insurer 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 the Insurer and of the
     Indenture Trustee on their behalf; and

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

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

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

          (f) All rights of action and of asserting claims under this Indenture,
or under any of the Notes, may be enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any trial or other
Proceedings relative thereto, and any such Proceedings instituted by the
Indenture Trustee shall be brought in its own name as trustee of an express
trust, and any recovery of judgment, subject to the payment of the expenses,
disbursements and compensation of the Indenture Trustee, each predecessor
trustee, the Insurer and their respective agents and attorneys, shall be for the
benefit of the Noteholders and the Insurer in the order of priority set forth in
Section 8.2 of the Indenture.

          (g) 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 the Insurer and all the Noteholders, and it shall not be
necessary to make the Insurer and any Noteholder a party to any such
Proceedings.

          SECTION 5.4 Remedies; Priorities.

          (a) If an Event of Default shall have occurred and be continuing and
the Notes have been accelerated under Section 5.2(a), the Indenture Trustee
shall (at the direction of the

                                      -33-

<PAGE>

Control Party) or may (with the consent of the Control Party) do one or more of
the following (subject to Section 5.5):

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

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

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

          (iv) sell the Trust Estate or any portion thereof or rights or
     interest therein, at one or more public or private sales called and
     conducted in any manner permitted by law or elect to have the Issuer
     maintain possession of the Loans and Receivables and continue to apply
     collections on such Loans and the Receivables as if there had been no
     declaration of acceleration; provided, however, that the Indenture Trustee
     may not sell or otherwise liquidate the Trust Estate following an Event of
     Default and acceleration of the Notes, unless (A) the Control Party and the
     Holders of all of the aggregate Outstanding Amount of the Notes which are
     not Affiliates of the Issuer consent thereto or (B) the proceeds of such
     sale or liquidation distributable to the Noteholders are sufficient to
     discharge in full the principal of and the accrued interest on the Notes as
     of the date of such sale or liquidation or (C) (i) there has been an Event
     of Default under Section 5.1(a), (b) or (c) or otherwise arising from a
     failure to make a required payment of principal on any Notes, (ii) the
     Indenture Trustee or the Control Party determines that it is unlikely the
     Trust Estate will continue to provide sufficient funds for the payment of
     principal of and interest on the Notes as and when they would have become
     due if the Notes had not been declared due and payable, (iii) the Indenture
     Trustee obtains the consent of the Control Party and (iv) the Trust Estate
     is sold in a commercially reasonable sale within the meaning of the UCC. In
     determining such sufficiency or insufficiency with respect to clauses (B)
     and (C), the Indenture Trustee or the Control Party may, but need not,
     obtain and rely upon an opinion of an Independent investment banking or
     accounting firm of national reputation as to the feasibility of such
     proposed action and as to the sufficiency of the Trust Estate for such
     purpose.

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

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

               SECOND: to (x) the Loan Collection Account (with respect to
     Collections in respect of the Loans) and (y) Receivables Collection Account
     (with respect to Collections in respect of the Receivables), for
     distribution pursuant to Section 8.2 of this Indenture.

                                      -34-

<PAGE>

          SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes
have been declared to be due and payable under Section 5.2(a) following an Event
of Default and such declaration and its consequences have not been rescinded and
annulled in accordance with Section 5.2(b), the Indenture Trustee shall (at the
direction of the Control Party) or may (with the consent of the Control Party)
take and maintain possession of the Trust Estate. In determining whether to take
and maintain possession of the Trust Estate, the Indenture Trustee or the
Control Party may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action (with costs so incurred reimbursable
pursuant to Section 6.7 of the Indenture or the other Basic Documents).

          SECTION 5.6 Limitation of Suits. 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:

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

          (ii) such Person has made written request to the Indenture Trustee to
     institute such Proceeding in respect of such Event of Default in its own
     name as Indenture Trustee hereunder;

          (iii) such Person or Persons have offered to the Indenture Trustee
     indemnity satisfactory to it against the costs, expenses and liabilities to
     be incurred in complying with such request;

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

          (v) no direction inconsistent with such written request has been given
     to the Indenture Trustee during such 60-day period by any member of the
     Control Party; and

          (vi) such Person is the Control Party or is a member of the Control
     Party;

it being understood and intended that no Holder or Holders of Notes shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of the
Insurer or any other Holders of Notes or to obtain or to seek to obtain priority
or preference over any other Holders of Notes or to enforce any right under this
Indenture, except in the manner herein provided and for the equal, ratable (on
the basis of the respective aggregate amount of principal and interest,
respectively, due and unpaid on the Notes held by each Noteholder) and common
benefit of all Noteholders. For the protection and enforcement of the provisions
of this Section 5.6, each and every Noteholder and the Insurer shall be entitled
to such relief as can be given either at law or in equity.

          If the Indenture Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, neither
being the Control Party, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.

                                      -35-

<PAGE>

          Nothing in this Section 5.6 shall inhibit the right of the Insurer to
institute suit or any Proceeding for the enforcement of this Indenture.

          SECTION 5.7 Unconditional Rights of Noteholders To Receive Principal
and Interest. Notwithstanding any other provisions in this Indenture, the Holder
of any Note shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest on such Note on or after the
respective due dates thereof expressed in such Note or in this Indenture (or, in
the case of redemption, if applicable, on or after the Redemption Date) and to
institute suit, with the written consent of the Control Party, for the
enforcement of any such payment, and such right shall not be impaired without
the consent of such Holder.

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

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

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

          SECTION 5.11 [Reserved]

          SECTION 5.12 Waiver of Past Defaults.

          (a) Prior to the declaration of the acceleration of the maturity of
the Notes as provided in Section 5.2(a), the Control Party may waive any past
Default or Event of Default and its consequences except a Default or Event of
Default (i) in the payment of principal of or interest on any of the Notes or
(ii) unless such consent shall have been obtained, in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Note. In the case of any such waiver, the Issuer, the Indenture
Trustee, the Insurer and the Noteholders shall be restored to their respective
former positions and rights

                                      -36-

<PAGE>

hereunder; but no such waiver shall extend to or affect any subsequent or other
Default or Event of Default or impair any right consequent thereto.

          (b) Upon any such waiver, such Default or Event of Default shall cease
to exist and be deemed to have been cured and not to have occurred, and any
Event of Default arising from such Default shall be deemed to have been cured
and not to have occurred, for every purpose of this Indenture and for purposes
of Section 8.01(b) of the Pooling and Servicing Agreement; but no such waiver
shall extend to or affect any subsequent or other Default or Event of Default or
impair any right consequent thereto.

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

          (a) any Proceeding instituted by the Indenture Trustee or Control
     Party;

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

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

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

          SECTION 5.15 Action on Notes. The Indenture Trustee's and the Control
Party'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, the Insurer or
the Noteholders shall be impaired by the recovery of any judgment by the
Indenture Trustee or the Insurer against the Issuer or by the levy of any
execution under such judgment upon any portion of the Trust Estate or upon any
of the assets of the Issuer. Any

                                      -37-

<PAGE>

money or property so collected by the Indenture Trustee shall be applied in
accordance with Section 5.4(b).

          SECTION 5.16 Performance and Enforcement of Certain Obligations.

          (a) Promptly following a written request from the Indenture Trustee
or, the Control Party to do so and at the Administrator's expense, the Issuer
agrees to take all such lawful action as the Indenture Trustee or Control Party
may request to compel or secure the performance and observance by the
Administrator, ALER and the Servicer, as applicable, of their respective
obligations to the Issuer under or in connection with the Basic Documents or by
the Insurer of its obligations under or in connection with the Insurance
Agreement and the Ambac Policy in connection with the terms thereof or by ALS of
its obligations under or in connection with the Purchase Agreement in accordance
with the terms thereof, and to exercise any and all rights, remedies, powers and
privileges lawfully available to the Issuer under or in connection with the
Basic Documents, to the extent and in the manner directed by the Indenture
Trustee or the Control Party, including the transmission of notices of default
on the part of ALER, the Servicer, the Insurer or ALS thereunder and the
institution of legal or administrative actions or proceedings to compel or
secure performance by ALER, the Servicer or ALS of each of their respective
obligations under the Pooling and Servicing Agreement and the Purchase Agreement
or the other Basic Documents and by the Insurer under the Insurance Agreement
and the Ambac Policy.

          (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall (at the direction of the Control Party) or may (with the
consent of the Control Party) exercise all rights, remedies, powers, privileges
and claims of the Issuer against ALER or the Servicer under or in connection
with the Basic Documents, including the right or power to take any action to
compel or secure performance or observance by ALER or the Servicer of each of
their respective obligations to the Issuer thereunder and to give any consent,
request, notice, direction, approval, extension or waiver under the Basic
Documents, and any right of the Issuer to take such action shall be suspended.

          (c) [Reserved]

          (d) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall (at the direction of the Control Party) or may (with the
consent of the Control Party) exercise all rights, remedies, powers, privileges
and claims of ALER against ALS under or in connection with the Basic Documents,
including the right or power to take any action to compel or secure performance
or observance by ALS of each of its obligations to ALER thereunder and to give
any consent, request, notice, direction, approval, extension or waiver under the
Basic Documents, and any right of ALER to take such action shall be suspended.

          (e) If an Insurer Default has occurred and is continuing, the
Indenture Trustee may, and, at the direction (which direction shall be in
writing or by telephone (confirmed in writing promptly thereafter)) of the
Control Party shall, exercise all rights, remedies, powers, privileges and
claims of the Issuer against the Insurer under or in connection with the Ambac
Policy, including the right or power to take any action to compel or secure
performance or observance by the Insurer of each of its obligations to the
Issuer thereunder and to give any

                                      -38-

<PAGE>

consent, request, notice, direction, approval, extension or waiver under the
Ambac Policy, and any right of the Issuer to take such action shall be
suspended.

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

          SECTION 6.1 Duties of Indenture Trustee.

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

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

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

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

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

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

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

          (iii) the Indenture Trustee shall not be liable with respect to any
     action it takes or omits to take in good faith in accordance with a
     direction received by it pursuant to Section 6.16.

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

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

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<PAGE>

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

          (g) Every provision of this Indenture relating to the Indenture
Trustee shall be subject to the provisions of this Section 6.1.

          (h) The Indenture Trustee shall promptly notify the Insurer (with a
copy to the Noteholders) upon obtaining actual knowledge or receipt of written
notice by a Responsible Officer of the Indenture Trustee of any (a) proposed
change herein or supplement hereto; (b) the occurrence of any Default, Event of
Default, Rapid Amortization Event or Servicer Default actually known to a
Responsible Officer of the Indenture Trustee; (c) any proposed change of the
Indenture Trustee hereunder; (d) any matter to be put to the Noteholders for a
vote hereunder; (e) any proposed exercise by the Noteholders of any option,
vote, right, power or the like hereunder; and (f) any other matter, notice of
which is required hereunder to be given to any of the Noteholders by the
Indenture Trustee.

          (i) The Indenture Trustee shall, at the written request of the Rating
Agency, provide to the Rating Agency any information the Indenture Trustee has
received from the Originator, the Servicer or the Issuer regarding the
transactions contemplated by this Indenture and the other Basic Documents.

          SECTION 6.2 Rights of Indenture Trustee.

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

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

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

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

          (e) The Indenture Trustee may consult with counsel of its own
selection, and the advice or opinion of counsel with respect to legal matters
relating to this Indenture and the

                                      -40-

<PAGE>

Notes shall be full and complete authorization and protection from liability in
respect to any action taken, omitted or suffered by it hereunder in good faith
and in accordance with the advice or opinion of such counsel.

          (f) the Indenture Trustee shall 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 Holders pursuant to this Indenture or the Insurer,
unless the Indenture Trustee shall have security or indemnity reasonably
satisfactory to the Indenture Trustee against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction.

          (g) 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, bond,
debenture, note, 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 at the sole cost of the Issuer and shall incur no
liability or additional liability of any kind by reason of such inquiry or
investigation.

          (h) [Reserved]

          (i) The Indenture Trustee shall not be deemed to have notice of any
Default or Event of Default unless a Responsible Officer of the Indenture
Trustee has actual knowledge thereof or unless written notice of any event which
is in fact such a default is received by the Indenture Trustee at the Corporate
Trust Office of the Indenture Trustee, and such notice references the Notes and
this Indenture.

          (j) The rights, privileges, protections, immunities and benefits given
to the Indenture Trustee, including, without limitation, its right to be
indemnified, are extended to, and shall be enforceable by, the Indenture Trustee
in each of its capacities hereunder, and to each agent, custodian and other
Person employed to act hereunder.

          (k) The Indenture Trustee may request that the Issuer deliver an
Officers' Certificate setting forth the names of individuals and/or titles of
officers authorized at such time to take specified actions pursuant to this
Indenture, which Officers' Certificate may be signed by any person authorized to
sign an Officers' Certificate, including any person specified as so authorized
in any such certificate previously delivered and not superseded.

          (l) The Indenture Trustee shall have no duties other than as set forth
in this Indenture.

                                      -41-

<PAGE>

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

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

          SECTION 6.5 Notice of Defaults and Events of Default. If a Default or
Event of Default occurs and is continuing and if it is known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder and the Insurer notice of the Default or Event of Default within
three (3) Business Days after it occurs. Except in the case of a Default or
Event of Default in payment of principal of or interest on any Note, the
Indenture Trustee may withhold the notice to any Noteholder if and so long as a
committee of its Responsible Officers in good faith determines that withholding
the notice is in the interests of Noteholders.

          SECTION 6.6 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Noteholder and the Insurer the information and
documents set forth in Article VII, and, in addition, all such information with
respect to the Notes as may be required, as requested in writing by the
Servicer, to enable such Holder to prepare its federal and state income tax
returns.

          SECTION 6.7 Compensation; Indemnity.

          (a) The Issuer shall cause the Servicer pursuant to the Pooling and
Servicing Agreement to pay to the Indenture Trustee from time to time such
compensation for its services as shall be agreed upon from time to time in
writing. The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall cause the
Servicer pursuant to the Pooling and Servicing Agreement to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall cause the Servicer pursuant to the
Pooling and Servicing Agreement to indemnify the Indenture Trustee in accordance
with Section 8.01 of the Pooling and Servicing Agreement.

          (b) The Issuer's obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the discharge of this Indenture and the resignation or
removal of any Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of a Default or Event of Default specified in Section
5.1(e) or (f) with respect to the Issuer, the expenses are intended

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<PAGE>

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

          SECTION 6.8 Replacement of Indenture Trustee.

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

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

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

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

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

          (b) If the Indenture Trustee gives notice of its intent to resign or
is removed or if a vacancy exists in the office of the Indenture Trustee for any
reason (the Indenture Trustee in such event being referred to herein as the
retiring Indenture Trustee), the Issuer shall promptly appoint and designate a
successor Indenture Trustee, which shall be acceptable to the Control Party. If
the Issuer fails to appoint a successor Indenture Trustee within 30 days, the
Control Party may designate a successor Indenture Trustee which the Issuer shall
appoint.

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

          (d) If a successor Indenture Trustee does not take office within 60
days after the retiring Indenture Trustee gives notice of its intent to resign
or is removed, the retiring Indenture Trustee, the Issuer or the Control Party
at the expense of the Issuer may petition any court of competent jurisdiction
for the appointment and designation of a successor Indenture Trustee provided
that any successor Indenture Trustee shall be acceptable to the Control Party.

          (e) If the Indenture Trustee fails to comply with Section 6.11, any
Noteholder or the Control Party may petition any court of competent jurisdiction
for the removal of the Indenture Trustee and the appointment of a successor
Indenture Trustee provided that, any successor Indenture Trustee shall be
acceptable to the Control Party.

                                      -43-

<PAGE>

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

          (g) The Issuer shall (at the direction of the Control Party) or may
(with the consent of the Control Party) remove the Indenture Trustee for (i)
gross negligence, bad faith or willful misconduct or (ii) failure or
unwillingness to perform its duties under the Indenture.

          (h) Upon acceptance of appointment by a successor Indenture Trustee as
provided in this Section 6.8, the Servicer shall mail notice of the succession
of such Indenture Trustee hereunder to the Beneficiaries (with a copy to the
Noteholders). If the Servicer fails to mail such notice within 10 days after
acceptance of appointment by such successor Indenture Trustee, then the
successor Indenture Trustee shall cause such notice to be mailed at the expense
of the Servicer.

          SECTION 6.9 Merger or Consolidation of Indenture Trustee.

          (a) Any corporation into which the Indenture Trustee may be merged or
with which it may be consolidated, or any corporation resulting from any merger
or consolidation to which the Indenture Trustee shall be a party, or any
corporation succeeding to all or substantially all of the corporate trust
business of the Indenture Trustee, shall be the successor of the Indenture
Trustee under this Indenture; provided, however, that such corporation shall be
eligible under the provisions of Section 6.11, without the execution or filing
of any instrument or any further act on the part of any of the parties to this
Indenture, anything in this Indenture to the contrary notwithstanding. Following
such merger or consolidation, the successor Indenture Trustee shall mail a
notice of such merger or consolidation to each of the Rating Agencies and the
Control Party (with a copy to the Noteholders).

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

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

          (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate or any Equipment may at the time be located,
the Indenture Trustee shall have the power to and shall (at the direction of the
Control Party and may (with the consent of the Control Party not to be
unreasonably withheld) execute and deliver all instruments to appoint one or
more Persons to act as a co-trustee or co-trustees, or separate trustee or
separate trustees, of all or any

                                      -44-

<PAGE>

part of the Trust Estate, and to vest in such Person or Persons, in such
capacity and for the benefit of the Noteholders and (only to the extent
expressly provided herein) the Registered Owners, such title to the Trust
Estate, or any part hereof, and, subject to the other provisions of this Section
6.10, such powers, duties, obligations, rights and trusts as the Indenture
Trustee or the Control Party may consider necessary or desirable. No co-trustee
or separate trustee hereunder shall be required to meet the terms of eligibility
as a successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8. The appointment of any co-trustee or separate trustee shall not
relieve the Indenture Trustee of any of its obligations hereunder.

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

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

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

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

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

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

                                      -45-

<PAGE>

          SECTION 6.11 Eligibility; Disqualification.

          (a) The Indenture Trustee shall, at all times, be an Eligible
Institution.

          (b) In the case of the appointment hereunder of a successor Indenture
Trustee with respect to the Notes, the Issuer, the retiring Indenture Trustee
and the successor Indenture Trustee with respect to such Notes shall execute and
deliver an amendment hereto wherein the successor Indenture Trustee shall accept
such appointment and which shall contain such provisions as shall be necessary
or desirable to transfer and confirm to, and to vest in, the successor Indenture
Trustee all the rights, powers, trusts and duties of the retiring Indenture
Trustee with respect to the Note. Upon execution and delivery of such amendment
the resignation or removal of the retiring Indenture Trustee shall become
effective to the extent provided therein.

          SECTION 6.12 [Reserved]

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

          (a) the Indenture Trustee is a New York banking corporation duly
organized, validly existing and in good standing under the laws of the State of
New York, is duly authorized and licensed under applicable laws to conduct the
business it is presently conducting and the eligibility requirements set forth
in Section 6.11 are satisfied with respect to the Indenture Trustee;

          (b) the Indenture Trustee has full power, authority and legal right to
execute, deliver and perform this Indenture and any other Basic Document to
which it is a party or is bound by, and has taken all necessary action to
authorize the execution, delivery and performance by it of this Indenture;

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

          (d) the execution, delivery and performance by the Indenture Trustee
of this Indenture and any other Basic Document to which it is a party or which
it is bound by shall not require the authorization, consent or approval of, the
giving of notice to, the filing or registration with, or the taking of any other
action in respect of, any governmental authority or agency regulating the
banking and corporate trust activities of the Indenture Trustee; and

                                      -46-

<PAGE>

          (e) this Indenture and any other Basic Document to which the Indenture
Trustee is a party has been duly executed and delivered by the Indenture Trustee
and constitutes the legal, valid and binding agreement of the Indenture Trustee,
enforceable in accordance with its terms.

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

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

          SECTION 6.16 Rights of the Control Party to Direct Indenture Trustee.
Notwithstanding the grant of a security interest to secure the Outstanding
Obligations for the benefit of the Beneficiaries, the Control Party shall have
the sole right to (i) direct in writing the time, method and place of conducting
any Proceeding for any remedy available to the Indenture Trustee or exercising
any trust or power conferred on the Indenture Trustee and (ii) direct all
actions or exercise rights or remedies under this Indenture, the Basic Documents
or the UCC and, by accepting the benefits of this Indenture, each Noteholder
acknowledges such statement; provided, however, that subject to Section 6.1, the
Indenture Trustee shall have the right to decline to follow any such direction
if the Indenture Trustee being advised by counsel determines that the action so
directed may not lawfully be taken, or if the Indenture Trustee in good faith
shall, by a Responsible Officer, determine that the proceedings so directed
would be illegal or subject it to personal liability or be unduly prejudicial to
the rights of Noteholders not parties to such direction; and provided, further,
that nothing in this Indenture shall impair the right of the Indenture Trustee
to take any action deemed proper by the Indenture Trustee and which is not
inconsistent with such direction by the Control Party.

          SECTION 6.17 Ambac Policy. If a Responsible Officer of the Indenture
Trustee at any time has actual knowledge that there will not be sufficient
available moneys in the Lockbox Accounts, Loan Collection Account, the
Receivables Collection Account (after giving effect to application of all funds
on deposit in the Reserve Account and all proceeds of Letter of Credit Drawings)
to make (i) any required payment of principal on the Final Scheduled
Distribution Date for the Notes or (ii) interest to the Noteholders on any
Distribution Date, the Indenture Trustee shall immediately notify the Insurer or
its designee by telephone, promptly

                                      -47-

<PAGE>

confirmed in writing by overnight mail or facsimile transmission, of the amount
of such deficiency.

          On each Determination Date, the Indenture Trustee shall determine from
the related Servicer's Certificate with respect to the immediately following
Distribution Date the Insured Amount, if any. If the Indenture Trustee
determines that an Insured Amount would exist, the Indenture Trustee shall
complete a notice in the form of Exhibit A to the Ambac Policy and submit such
notice to the Insurer no later than 12:00 noon New York City time on the third
(3rd) Business Day preceding such Distribution Date as a claim for payment in an
amount equal to the Insured Amount. Upon receipt of any Insured Payment from the
Insurer, the Indenture Trustee shall deposit such amount into the Loan
Collection Account or Receivables Collection Account, as the case may be, for
distribution to the Noteholders. The Indenture Trustee shall keep a complete and
accurate record of all Ambac Policy proceeds deposited into the Loan Collection
Account or Receivables Collection Account, as the case may be, and the
allocation of such funds to payment of interest on and principal paid in respect
of any Note.

          In addition, if a Responsible Officer of the Indenture Trustee has
actual knowledge through a written notice that any of the Noteholders have been
required to disgorge payments of principal or interest on the Note pursuant to a
final judgment by a court of competent jurisdiction that such payment
constitutes a voidable preference to such Holders within the meaning of any
applicable bankruptcy laws and in accordance with the Ambac Policy, then the
Indenture Trustee shall notify the Insurer or its designees of such fact in
accordance with the Ambac Policy, shall comply with the provisions of the Ambac
Policy to obtain payment by the Insurer of such avoided payment. Such notice
shall be in addition to the procedures set forth in the Ambac Policy for making
a claim under the Ambac Policy.

          To the extent that the Insurer makes payments, directly or indirectly,
on account of principal of or interest on the Notes, the Insurer shall be
subrogated to the rights of the Holders of the Notes to receive distributions of
principal and interest in accordance with the terms hereof.

          Notwithstanding any other provision of this Indenture or the other
Basic Documents, the Indenture Trustee alone shall be entitled to enforce, on
behalf of the Noteholders, the obligations of the Insurer under the Ambac
Policy.

          The parties hereto, and the Noteholders, by virtue of purchasing the
Notes, grant to the Insurer, for so long as it is the Control Party, exclusive
exercise of any right to vote or consent, or the like available to the
Noteholders hereunder, except for rights given to the Noteholders under clauses
(i), (iv) and (v) to the proviso to Section 9.2(a).

          The Indenture Trustee shall surrender the Ambac Policy to the Insurer
for cancellation upon the expiration or cancellation of the Ambac Policy in
accordance with the terms thereof or upon satisfaction of the conditions
specified in 4.1(a) other than termination and return of the Ambac Policy.

                                      -48-

<PAGE>

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

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

          SECTION 7.2 Preservation of Information, Communications to
Noteholders.

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

          SECTION 7.3 Reports by Indenture Trustee. Not later than 3:00 p.m. on
each Business Day, the Indenture Trustee shall provide the Servicer, the Control
Party and the Noteholders with a written report which shall indicate (i) the
total Collections received in the Receivables Collection Account in respect of
the Receivables on such Business Day, (ii) the amount released pursuant to a
Release Election, if any, (iii) the deposit to the Carrying Cost Account
required pursuant to Section 6.04 of the Pooling and Servicing Agreement on such
Business Day and (iv) the amount of each disbursement to be made pursuant to
Section 8.02(d) to occur on the next Business Day from such Collections.

          On each Distribution Date, the Indenture Trustee shall include with
each payment to each Noteholder and to the Insurer a copy of the Servicer's
Certificate.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

          SECTION 8.1 Collection of Money. Except as otherwise expressly
provided herein, the Indenture Trustee may demand payment or delivery of, and
shall receive and collect, directly and without intervention or assistance of
any fiscal agent or other intermediary, all money and other property payable to
or receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture
and the Pooling and Servicing Agreement and the other Basic Documents. Except as
otherwise expressly provided in this Indenture or in Article III of the Pooling
and Servicing

                                      -49-

<PAGE>

Agreement, if any default occurs in the making of any payment or performance
under any agreement or instrument that is part of the Trust Estate, the
Indenture Trustee shall (at the direction of the Control Party) or may (with the
consent of the Control Party) take such action as may be appropriate to enforce
such payment or performance, including the institution and prosecution of
appropriate Proceedings. Any such action shall be without prejudice to any right
to claim an Event of Default under this Indenture and any right to proceed
thereafter as provided in Article V.

          SECTION 8.2 Designated Accounts; Payments.

          (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Beneficiaries, the Designated Accounts and the Lockbox
Accounts as provided in Articles IV and V of the Pooling and Servicing
Agreement.

          (b) On or prior to each Determination Date, the Issuer shall cause the
Servicer to make the calculations as provided in the Servicer's Certificate.

          (c) On each Distribution Date on which no Event of Default or Rapid
Amortization Event is then continuing, the Indenture Trustee, based on the
Servicer's Certificate prepared by the Servicer (and if no Servicer's
Certificate is provided, at the direction of the Control Party), shall
distribute the Equipment Loan Available Amount from amounts on deposit in the
Loan Collection Account to the following Persons in the following order of
priority:

               (1) to the Servicer the amount of any Collections consisting of
     late fees, financing charges and similar charges;

               (2) to the Servicer, the Servicer Advance Reimbursement Amount
     (for Servicer Advances made in respect of the Loans) and any accrued but
     previously unreimbursed Servicer Advance Reimbursement Amount (for Servicer
     Advances made in respect of the Loans) from any previous Distribution
     Dates;

               (3) to the Servicer, the Servicing Fee and any accrued but
     previously unpaid Servicing Fee, owing from any previous Distribution
     Dates;

               (4) to the Indenture Trustee, the Indenture Trustee Fee (to the
     extent not previously paid by the Servicer) and any accrued but previously
     unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

               (5) to the Custodian, the Custodian Fee (to the extent not
     previously paid by the Servicer) and any accrued but previously unpaid
     Custodian Fees owing from any previous Distribution Dates;

               (6) to the Back-up Servicer, the Back-up Servicer Fee (to the
     extent not previously paid by the Servicer) and any accrued but previously
     unpaid Back-up Servicer Fees owing from any previous Distribution Dates;

                                      -50-

<PAGE>

               (7) to the Owner Trustee, the Owner Trustee Fee (to the extent
     not previously paid by the Servicer) and any accrued but previously unpaid
     Owner Trustee Fees owing from any previous Distribution Dates;

               (8) to the extent not paid by the Servicer, to the Insurer, the
     Indenture Trustee, the Back-up Servicer, the Custodian and the Owner
     Trustee, payment of unpaid reimbursable expenses and indemnities limited to
     no more than $50,000 on a cumulative basis for each such person accrued
     following the Closing Date;

               (9) to the Insurer, the Premium and Insurer Unused Facility Fee
     due on the current Distribution Date and any accrued but previously unpaid
     Premium or Insurer Unused Facility Fee owing from any previous Distribution
     Dates;

               (10) to each Equipment Loan Noteholder for payment on, a pro rata
     basis of, the Equipment Loan Note Interest Payment and the Equipment Unused
     Facility Fee and due and owing on such Distribution Date and the payment,
     on a pro rata basis, of any accrued but previously unpaid Equipment Loan
     Note Interest Payment or Equipment Unused Facility Fee from any previous
     Distribution Dates;

               (11) to the Insurer for reimbursement of any interest draws made
     under the Ambac Policy, plus any accrued interest thereon and any accrued
     but previously unreimbursed interest draws made under the Ambac Policy,
     plus any accrued interest thereon, from any previous Distribution Date;

               (12) to the Equipment Loan Noteholders, the sum of (A) Principal
     Distributable Amount, plus (B) to the extent a Loan Borrowing Base
     Shortfall exists after the application of such principal payment in clause
     (A), any amounts necessary to reduce the principal balance of the Equipment
     Loan Notes to an amount equal to the Equipment Loan Borrowing Base from the
     remaining Equipment Loan Available Amount and then from amounts described
     in Section 8.2(h) hereof;

               (13) to the Reserve Account, until the amount on deposit therein
     is equal to the Equipment Loan Reserve Requirement;

               (14) to the Insurer for payment of any outstanding indemnities
     and any accrued but previously unpaid outstanding indemnities owing from
     any previous Distribution Dates;

               (15) to each Equipment Noteholder for payment of all NPA
     Indemnified Amounts and other indemnities due and owing to such Equipment
     Noteholders and any accrued but previously unpaid NPA Indemnified Amounts
     and other indemnities due and owing to such Equipment Noteholder from any
     previous Distribution Dates;

               (16) first, to the Receivables Collection Account or Carrying
     Cost Account, as the case may be for application to payments of interest,
     principal or any other amounts to be paid from the Receivables Collection
     Account to the extent of any shortfall in such amounts and second, to the
     Reserve Account until the amount on deposit therein is equal to the Reserve
     Account Required Amount; and

                                      -51-

<PAGE>

               (17) so long as no Rapid Amortization Event or Event of Default
     has occurred that is continuing, any remaining amounts, released to the
     Issuer or its designee.

          (d)  (A) On each Business Day on which no Rapid Amortization Event is
     then continuing, the Indenture Trustee shall distribute all amounts on
     deposit in the Receivables Collection Account (excluding (i) the amounts
     reserved in the Carrying Cost Account and the deposit thereto on such date
     pursuant to Section 6.04 of the Pooling and Servicing Agreement and (ii)
     amounts related to the Transferor's Interest that is then subject to a
     Release Election) to each Receivables Noteholder for payment, on a pro rata
     basis, of such Receivables Noteholder's then unpaid principal balance of
     the Receivables Note until such Receivables Note is paid in full.

               (B) On each Business Day on which a Rapid Amortization Event is
     then continuing, the Indenture Trustee shall distribute all amounts on
     deposit in the Receivables Collection Account (excluding the amounts
     reserved in the Carrying Cost Account and the deposit thereto on such date
     pursuant to Section 6.04 of the Pooling and Servicing Agreement) to the
     following Persons in the following order of priority:

               (1) to the extent not paid by the Servicer, to the Insurer, the
          Indenture Trustee, the Back-up Servicer and the Owner Trustee, payment
          of unpaid reimbursable expenses and indemnities, limited to no more
          than $50,000 on a cumulative basis for each such person, accrued
          following the Closing Date;

               (2) to each Receivables Noteholder for payment, on a pro rata
          basis, of such Receivables Noteholder's then unpaid principal balance
          of the Receivables Note until such Receivables Note is paid in full;

               (3) to the Insurer for reimbursement of any interest draws made
          under the Ambac Policy, plus any accrued interest thereon and any
          accrued but previously unreimbursed interest draws made under the
          Ambac Policy, plus any accrued interest thereon, from any previous
          Distribution Dates; and

               (4) any remaining amount shall be treated as disbursed in
          accordance with the provisions of Section 8.2(e).

          (e) On each Distribution Date, the Indenture Trustee, based on the
Servicer's Certificate prepared by the Servicer, shall distribute all amounts
reserved in the Carrying Cost Account (sub-account of the Receivables Collection
Account) to the following Persons in the following order of priority:

               (1) to the Servicer, the amount of any collections consisting of
     late fees, financing charges and similar charge;

               (2) to the Servicer, the Servicing Fee and any accrued but
     previously unpaid Servicing Fee, owing from any previous Distribution
     Dates;

               (3) to the Indenture Trustee, the Indenture Trustee Fee (to the
     extent not previously paid by the Servicer) and any accrued but previously
     unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

                                      -52-

<PAGE>

               (4) to the Back-up Servicer, the Back-up Servicer Fee (to the
     extent not previously paid by the Servicer) and any accrued but previously
     unpaid Back-up Servicer Fees owing from any previous Distribution Dates;

               (5) to the Owner Trustee, the Owner Trustee Fee (to the extent
     not previously paid by the Servicer) and any accrued but previously unpaid
     Owner Trustee Fees owing from any previous Distribution Dates;

               (6) to the extent not paid by the Servicer, to the Insurer, the
     Indenture Trustee, the Back-up Servicer and the Owner Trustee, payment of
     unpaid reimbursable expenses and indemnities, limited to no more than
     $50,000 on a cumulative basis for each such person, accrued following the
     Closing Date;

               (7) to the Insurer, the Premium and the Insurer Unused Facility
     Fee due on the current Distribution Date and any accrued but previously
     unpaid Premium and Insurer Unused Facility Fee owing from any previous
     Distribution Dates;

               (8) to each Receivable Noteholder, the Receivables Note Interest
     Payment and the Receivables Unused Facility Fee due on such Distribution
     Date and for the payment of any accrued but previously unpaid Receivables
     Note Interest Payment or Receivables Unused Facility Fee owing to such
     Receivables Noteholder from any previous Distribution Dates;

               (9) to the Insurer for reimbursement of any interest draws made
     under the Ambac Policy, plus any accrued interest thereon and any accrued
     but previously unreimbursed interest draws made under the Ambac Policy,
     plus any accrued interest thereon, from any previous Distribution Dates;

               (10) to the Reserve Account, until the amount on deposit herein
     is equal to the Receivables Reserve Requirement;

               (11) to each Receivables Noteholder for payment of such
     Receivables Noteholder's then outstanding principal balance of the
     Receivables Note until such Receivables Note is paid in full;

               (12) to the Insurer for reimbursement for any prior draws on the
     Ambac Policy for which the Insurer has not been reimbursed previously and
     interest on such amounts as provided in the Ambac Insurance Agreement, and
     any other unpaid Reimbursement Amounts or other amounts owed to the
     Insurer;

               (13) to each Receivables Noteholder for payment of Default
     Interest relating to the Receivables Notes;

               (14) to each Receivables Noteholder for payment of all NPA
     Indemnified Amounts and other indemnities due and owing to such Noteholder
     and any accrued but previously unpaid NPA Indemnified Amounts and other
     indemnities due and owing to such Receivables Noteholder from any previous
     Distribution Dates;

                                      -53-

<PAGE>

               (15) first, to the Loan Collection Account for application to
     payments of interest, principal or any other amounts to be paid from the
     Loan Collection Account to the extent of any shortfall in such amounts and
     second, to the Reserve Account until the amount on deposit therein is equal
     to the Reserve Account Required Amount; and

               (16) so long as no Rapid Amortization Event or Event of Default
     has occurred that is continuing, any remaining amounts, released to the
     Issuer or its designee; and at all other times, to the Loan Collection
     Account for payment of all amounts owing pursuant to Section 8.2(f).

          (f) On each Distribution Date on which an Event of Default or Rapid
Amortization Event is then continuing, the Indenture Trustee shall distribute
the Equipment Loan Available Amount from amounts on deposit in the Loan
Collection Account to the following Persons in the following order of priority:

               (1) to the Servicer, the amount of any collections consisting of
     late fees, financing charges and similar charges;

               (2) to the Servicer, the Servicer Advance Reimbursement Amount
     (for Servicer Advances made in respect of the Loans) and any accrued but
     previously unreimbursed Servicer Advance Reimbursement Amount (for Servicer
     Advances made in respect of the Loans) from any previous Distribution
     Dates;

               (3) to the Servicer, the Servicing Fee and any accrued but
     previously unpaid Servicing Fee, owing from any previous Distribution
     Dates;

               (4) to the Indenture Trustee, the Indenture Trustee Fee (to the
     extent not previously paid by the Servicer) and any accrued but previously
     unpaid Indenture Trustee Fees owing from any previous Distribution Dates;

               (5) to the Custodian, the Custodian Fee (to the extent not
     previously paid by the Servicer) and any accrued but previously unpaid
     Custodian Fees owing from any previous Distribution Dates;

               (6) to the Back-up Servicer for payment of the Back-up Servicer
     Fee (to the extent not previously paid by the Servicer) and any accrued but
     previously unpaid Back-up Servicer Fees owing from any previous
     Distribution Dates;

               (7) to the Owner Trustee, the Owner Trustee Fee (to the extent
     not previously paid by the Servicer) and any accrued but previously unpaid
     Owner Trustee Fees owing from any previous Distribution Dates;

               (8) to the extent not paid by the Servicer, to the Insurer, the
     Indenture Trustee, the Back-up Servicer, the Custodian and the Owner
     Trustee, payment of unpaid reimbursable expenses and indemnities, limited
     to no more than $50,000 on a cumulative basis for each such person, accrued
     following the Closing Date;

               (9) to the Insurer for payment of the Premium and the Insurer
     Unused Facility Fee due for the current Distribution Dates and any accrued
     but previously unpaid

                                      -54-

<PAGE>

     Premium and the Insurer Unused Facility Fee owing from any previous
     Distribution Dates;

               (10) to each Equipment Noteholder for payment, on a pro rata
     basis, of the Equipment Loan Note Interest Payment (excluding any Default
     Interest) due on such Distribution Date and the Equipment Unused Facility
     Fee and for the payment, on a pro rata basis, of any accrued but previously
     unpaid Equipment Loan Note Interest Payment (excluding any Default
     Interest) and the Equipment Unused Facility Fee owing from previous
     Distribution Dates;

               (11) to the Insurer for reimbursement of any draws made under the
     Ambac Policy in respect of interest, plus any accrued interest thereon and
     any accrued but previously unreimbursed interest draws made under the Ambac
     Policy, plus any accrued interest thereon, from any previous Distribution
     Dates;

               (12) to each Equipment Noteholder for payment, on a pro rata
     basis, of such Equipment Noteholder's then unpaid principal balance of the
     Equipment Notes until paid in full;

               (13) to the Insurer for reimbursement for any prior draws on the
     Ambac Policy for which the Insurer has not been reimbursed previously and
     interest on such amounts as provided in the Ambac Insurance Agreement, and
     any other unpaid Reimbursement Amounts or other amounts owed to the
     Insurer;

               (14) to each Equipment Noteholder for payment of Default Interest
     relating to the Equipment Notes;

               (15) to each Equipment Noteholder for payment of all NPA
     Indemnified Amounts and other indemnities due and owing to such Noteholder
     and any accrued but previously unpaid NPA Indemnified Amounts and other
     indemnities due and owing to such Equipment Noteholder from any previous
     Distribution Dates; and

               (16) to the Receivables Collection Account for application to
     payments of interest, principal or any other amounts to be paid from the
     Receivables Collection Account to the extent of any shortfall in such
     amounts; and

               (17) following payment in full of all Outstanding Obligations,
     any remaining amounts, released to the Issuer or its designee.

          (g) The Indenture Trustee Fees, Servicing Fees, Custodial Fees,
Back-up Servicer Fees, Owner Trustee Fees, Premium, Insurer Unused Facility Fee,
Default Interest, reimbursed expenses and indemnities, and unreimbursed interest
draws on the Ambac Policy, NPA Indemnified Amounts and other unreimbursed
indemnities due and owing to each Noteholder shall be apportioned between the
Receivables Notes and Equipment Notes on a pro rata basis, based upon the
relative outstanding principal balance of the Equipment Notes and the
Receivables Notes.

          (h) If on any Distribution Date:

                                      -55-

<PAGE>

               (1) the Equipment Loan Available Amount or Receivables Available
     Amount, as the case may be, are insufficient to make the entire
     distributions in respect of the Equipment Loan Note Interest Payment and/or
     the Receivables Note Interest Payment;

               (2) an Equipment Loan Borrowing Base Shortfall would exist after
     giving effect to payments pursuant to clause (12) of Section 8.2(c);

               (3) a Receivables Borrowing Base Shortfall would exist after
     giving effect to payments pursuant to clause (11) of Section 8.2(e);

               (4) an Equipment Loan Borrowing Base Shortfall would exist after
     giving effect to payments pursuant to clause (12) of Section 8.2(f), or

               (5) if such Distribution Date is also the Final Scheduled
     Distribution Date and the Notes will not have been paid in full on such
     date;

     then the Indenture Trustee shall withdraw available funds from the Reserve
     Account to the extent available and necessary to make such payment of
     interest or principal or remedy such shortfalls and shall apply those funds
     to such payment of interest or principal or remedy such shortfalls;
     provided, however, that if there are insufficient funds to make all such
     payments of interest or principal or remedy such shortfall, as the case may
     be, then the amount then on deposit in the Reserve Account shall be
     allocated between the Equipment Notes on the one hand and the Receivables
     Notes on the other hand in accordance with Section 8.7 hereof. In addition,
     upon or at any time following the occurrence of an Event of Default, the
     Indenture Trustee shall (as and when directed to do so by the Control
     Party) withdraw such amount from the Reserve Account as the Control Party
     shall direct and apply such funds to the payment of principal and interest
     as provided in this Section 8.2; provided, however, that if there are
     insufficient funds to make all such payments of interest or principal, as
     the case may be, then the amount then on deposit in the Reserve Account
     shall be allocated between the Equipment Notes on the one hand and the
     Receivables Notes on the other hand in accordance with Section 8.7 hereof.

     In the event that the available funds in the Reserve Account are
     insufficient to complete all such payments of interest or principal or
     remedy such shortfalls as the case may be, the Indenture Trustee will draw,
     in accordance with Section 3.27, on the Letters of Credit to the extent of
     such shortfall. In addition, upon or at any time following the occurrence
     of an Event of Default, the Indenture Trustee, as and when directed to do
     so by the Control Party, shall draw on the Letters of Credit to the extent
     of the remaining Available Drawing Amount and apply the funds drawn from
     the Letters of Credit to the payment of principal or interest; provided,
     however, that if there are insufficient funds to make all such payments of
     interest or principal, as the case may be, then the Available Drawing
     Amount shall be allocated between the Equipment Notes on the one hand and
     the Receivables Notes on the other hand in accordance with Section 8.7
     hereof.

                                      -56-

<PAGE>

          SECTION 8.3 General Provisions Regarding Accounts.

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

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

          SECTION 8.4 Release of Trust Estate.

          (a) Subject to the payment of its fees and expenses pursuant to
Section 6.7, the Indenture Trustee (x) shall (at the direction of the Control
Party) or may (with the consent of the Control Party) and (y)) when required by
the provisions of this Indenture, execute instruments to release property in the
Trust Estate from the lien of this Indenture, or convey the Indenture Trustee's
interest in the same, solely in accordance with the express provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

          (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due to the Insurer under the Indenture, the Insurance
Agreement and the Ambac Policy, and to the Indenture Trustee pursuant to Section
6.7 have been paid, and the Ambac Policy has been canceled, notify the Issuer
and the Insurer thereof in writing and upon receipt of an Issuer Request,
release any remaining portion of the Trust Estate that secured the Notes and the
Insurer from the lien of this Indenture and release to the Issuer or any other
Person entitled thereto any funds then on deposit in the Designated Accounts.

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

                                      -57-

<PAGE>

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

          SECTION 8.6 Additional Payments to Indenture Trustee and Insurer. The
Issuer shall pay to the Indenture Trustee and the Insurer, solely from funds
when, if and to the extent available for such purpose pursuant to Section 8.2,
any amounts payable to such Person pursuant to Section 8.01 of the Pooling and
Servicing Agreement and not so paid within 45 days of the date required.

          SECTION 8.7 Attribution of Reserve Account and Letters of Credit to
Notes.

          (a) The Equipment Loan LC Amount and Receivables LC Amount, as
applicable, shall be in an amount equal to the product of (x) the Available
Drawing Amount and (y) a fraction, the numerator of which is equal to the
Equipment Loan Collateral Value (in the case of the Equipment Loan LC Amount)
and the Receivables Collateral Value (in the case of the Receivables LC Amount)
and the denominator of which is equal to the sum of the Receivables Collateral
Value and the Equipment Collateral Value.

          (b) The amount then on deposit in the Reserve Account to be attributed
to the Equipment Notes and the Receivables Notes, as applicable, shall be in
amount equal to the product of (x) the amount then on deposit in the Reserve
Account and (y) a fraction, the numerator of which is equal to the Equipment
Loan Collateral Value (in the case of the attribution amounts to the Equipment
Notes) and the Receivables Collateral Value (in the case of the attribution of
amounts to the Receivables Notes) and the denominator of which is equal to the
sum of the Equipment Loan Collateral Value and the Receivables Collateral Value.

                                   ARTICLE IX

                                   AMENDMENTS

          SECTION 9.1 Amendments Without Consent of Noteholders.

          (a) Without the consent of the Holders of any Notes but with prior
notice to the Rating Agencies and, the prior written consent of the Insurer, the
Control Party and the Indenture Trustee, when authorized by an Issuer Order, at
any time and from time to time, may amend the Indenture, in form satisfactory to
the Indenture Trustee, for any of the following purposes:

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

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

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<PAGE>

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

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

          (v) to cure any ambiguity or to correct or supplement any provision
     herein or in any amendment which may be inconsistent with any other
     provision herein, in any amendment or in any other Basic Document;

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

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

          (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Noteholders but with
satisfaction of the Rating Agency Condition and the prior written consent of the
Control Party, at any time and from time to time enter into one or more
amendments or supplements hereto or may waive any of the provisions hereof for
the purpose of adding any provisions to, changing in any manner, or eliminating
any of the provisions of, this Indenture or modifying in any manner the rights
of the Noteholders or the Insurer under this Indenture; provided, however, that
any such action shall not, as evidenced by an Officer's Certificate from the
Servicer, have the effect described in the proviso to Section 9.2(a).

          SECTION 9.2 Amendments With Consent of Noteholders; Waivers.

          (a) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to the Rating Agencies (with a copy to the
Noteholders) and with the prior written consent of the Control Party, by Act of
the Control Party delivered to the Issuer and the Indenture Trustee, amend the
Indenture or waive any of the provisions thereof for the purpose of adding any
provisions to, changing in any manner, or eliminating any of the provisions of,
this Indenture or modifying in any manner the rights of the Noteholders under
this Indenture; provided, however, that without limiting any rights the Control
Party may have with respect thereto, no such amendment shall, without the
consent of the Holder of each Outstanding Note affected thereby:

          (i) change the due date of any installment of principal of or interest
     on any Note, or reduce the principal amount thereof or the interest rate
     applicable thereto (including by any amendment which affects the
     calculation of the amount of any payment

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<PAGE>

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

          (ii) reduce the percentage of the Outstanding Amount of the Notes, the
     consent of the Holders of which is required for (a) any such amendment, (b)
     any waiver of compliance with certain provisions of this Indenture, certain
     defaults hereunder and their consequences as provided for in this Indenture
     or (c) any action described in Sections 3.7(e), 5.2, 5.6, 5.12(a), 6.8, or
     6.16;

          (iii) modify or alter the provisions of the proviso to the definition
     of the terms "Outstanding", "Equipment Loan Borrowing Base", "Receivables
     Borrowing Base", "Equipment Loan Availability", "Receivables Availability",
     "Equipment Loan Advance Rate", or any of the defined terms necessary (but
     only to the extent necessary) for the interpretation of such terms;

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

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

          (vi) permit the creation of any Lien ranking prior to or on a parity
     with the lien of this Indenture with respect to any material part of the
     Trust Estate or, except as otherwise permitted or contemplated herein or in
     any other Basic Document, terminate the lien of this Indenture on any
     material property at any time subject to the lien of this Indenture or
     deprive the Holder of any Note of any material portion of the security
     afforded by the lien of this Indenture to the extent such noteholder
     consent is required under this Indenture; or

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

          (c) It shall be sufficient as an Act of the Control Party if the
Control Party approves the substance and the form of any proposed amendment.

          (d) Promptly after the execution by the Issuer and the Indenture
Trustee of any amendment or waiver in accordance with this Section 9.2, the
Indenture Trustee shall mail to

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the Insurer and the Noteholders to which such amendment relates (with a copy to
the Noteholders) a notice setting forth in general terms the substance of such
amendment. Any failure of the Indenture Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such amendment.

          (e) The Control Party may, by one or more instruments in writing to
the Indenture Trustee, waive any Event of Default hereunder and its
consequences, except a continuing Event of Default:

          (i) in respect of the payment of the principal or of interest on any
     Note (which may only be waived by the Holder of such Note), or

          (ii) in respect of a covenant or provision hereof which under Article
     IX cannot be modified or amended without the consent of the Holder of each
     Note outstanding affected (which only may be waived by the Holders of all
     Notes outstanding affected).

Upon any such waiver, such Event of Default shall cease to exist and shall be
deemed to have been cured, for every purpose of this Indenture; but no such
waiver shall extend to any subsequent or other Event of Default or impair any
right consequent thereon.

          SECTION 9.3 Execution of Amendments or Waivers. In executing, or
permitting the additional trusts created by, any amendment or waiver permitted
by this Article IX or the modifications thereby of the trusts created by this
Indenture, the Indenture Trustee and the Control Party shall be entitled to
receive, and subject to Sections 6.1 and 6.2 (with respect to the Indenture
Trustee), shall be fully protected in relying upon, an Opinion of Counsel and
Officer's Certificate stating that the execution of such amendment is authorized
or permitted by this Indenture and that all conditions precedent to such
execution have been satisfied. The Indenture Trustee may, but shall not be
obligated to, enter into any such amendment that affects the Indenture Trustee's
own rights, duties, liabilities or immunities under this Indenture or otherwise.

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

          SECTION 9.5 [Reserved]

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

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Issuer and authenticated and delivered by the Indenture Trustee in exchange for
Outstanding Notes of the same class.

                                    ARTICLE X

                               REDEMPTION OF NOTES

          SECTION 10.1 Redemption.

          (a) The Equipment Notes are subject to redemption upon the exercise by
the Servicer of its option to purchase the Equipment Loans pursuant to Section
10.01 of the Pooling and Servicing Agreement. The purchase price for the
Equipment Notes to be redeemed shall be equal to the applicable Redemption
Price. The Issuer shall furnish the Control Party and the Rating Agencies notice
of such redemption. If the Equipment Notes are to be redeemed pursuant to this
Section 10.1(a), the Issuer shall furnish notice thereof to the Indenture
Trustee not later than 30 days prior to the Redemption Date and the Issuer shall
deposit into the Loan Collection Account, at least one (1) Business Day before
the Redemption Date, the aggregate Redemption Price of the Notes to be redeemed
and all other amounts required to be paid pursuant to Section 9.01 of the
Pooling and Servicing Agreement, whereupon all such Notes shall be due and
payable on the Redemption Date.

          (b) [Reserved]

          (c) Within sixty days after the redemption in full pursuant to this
Section 10.1, the Indenture Trustee shall provide each of the Rating Agencies
and the Control Party with written notice stating that all of such Equipment
Notes have been redeemed.

          SECTION 10.2 Form of Redemption Notice.

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

          (b) All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price; and

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

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

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<PAGE>

          SECTION 10.3 Equipment Notes Payable on Redemption Date.

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

          SECTION 10.4 Conditional Call.

          Following the satisfaction of the Receivables Call Condition, but no
earlier than the second anniversary of the Closing Date, the Transferor shall,
as provided in Section 10.03 of the Pooling and Servicing Agreement, repurchase
all (but not part) of the Receivables for an amount equal to the fair market
value of such Receivables. The Transferor shall purchase the Receivables
pursuant to this call promptly following satisfaction of the Receivables Call
Condition, but in any event, no later than the day of the sale to the Third
Party Purchaser which shall take place no later than 30 days after the
satisfaction of the Receivables Call Condition.

                                   ARTICLE XI

                           SATISFACTION AND DISCHARGE

          SECTION 11.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes and the Insurer
except as to: (i) rights of registration of transfer and exchange; (ii)
substitution of mutilated, destroyed, lost or stolen Notes; (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon and
the rights of the Insurer to receive any premium or reimbursement under the
Ambac Policy and the Insurance Agreement; (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.7,
3.8, 3.10, 3.11, 3.12, 3.13, 3.14, 3.16, 3.19, 3.20, 3.21 and 3.24; (v) the
rights, obligations and immunities of the Indenture Trustee and the Insurer
hereunder (including the rights of the Indenture Trustee and the Insurer under
Section 6.7 and the obligations of the Indenture Trustee under Sections 11.2 and
11.4); and (vi) the rights of Noteholders and the Insurer as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, if:

          (a) either:

               (1) all Notes theretofore authenticated and delivered (other than
     (A) Notes that have been destroyed, lost or stolen and that have been
     replaced or paid as provided in Section 2.5 and (B) Notes for whose payment
     money has theretofore been deposited in trust or segregated and held in
     trust by the Issuer and thereafter repaid to the Issuer or discharged from
     such trust, as provided in Section 3.3) have been delivered to the
     Indenture Trustee for cancellation and the Ambac Policy has been terminated
     and has been returned to the Insurer and all amounts due to the Insurer
     under the Insurance Agreement have been paid in full; or

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<PAGE>

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

                    (A) have become due and payable,

                    (B) will be due and payable on their respective Final
               Scheduled Distribution Dates within one year, or

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

     and the Issuer, in the case of (A), (B) or (C) of subsection 11.1(a)(2)
     above, has irrevocably deposited or caused to be irrevocably deposited with
     the Indenture Trustee cash or direct obligations of or obligations
     guaranteed by the United States of America (which will mature prior to the
     date such amounts are due and payable), in trust for such purpose, in an
     amount sufficient to pay and discharge the entire unpaid principal and
     accrued interest on such Notes not theretofore delivered to the Indenture
     Trustee for cancellation when due on the Final Scheduled Distribution Dates
     for such Notes or the Redemption Date for such Notes (if such Notes are to
     be called for redemption pursuant to Section 10.1(a)), as the case may be;

          (b) the Issuer has paid or caused to be paid all other sums payable
     hereunder by the Issuer and all amounts due and payable to the Insurer
     under the Insurance Agreement, Ambac Policy, hereunder or the other Basic
     Documents; and

          (c) the Issuer has delivered to the Indenture Trustee and the Insurer
     an Officer's Certificate of the Issuer and an Opinion of Counsel each
     meeting the applicable requirements of Section 12.1(a) and each stating
     that all conditions precedent herein provided for relating to the
     satisfaction and discharge of this Indenture have been complied with.

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<PAGE>

          SECTION 11.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Sections 3.3 and 11.1 shall be held in trust and
applied by it in accordance with the provisions of the Notes and this Indenture
to the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes or the Insurer for
the payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest or other amounts due and payable under the Basic Documents; but such
monies need not be segregated from other funds except to the extent required
herein or in the Pooling and Servicing Agreement or by applicable law.

          SECTION 11.3 Repayment of Monies Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to each class
of Notes, all monies then held by any Paying Agent other than the Indenture
Trustee under the provisions of this Indenture with respect to each such class
of Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to
be held and applied according to Section 3.3 and thereupon such Paying Agent
shall be released from all further liability with respect to such monies.

          SECTION 11.4 Duration of Position of Indenture Trustee for Benefit of
Registered Owners. Notwithstanding (i) the earlier payment in full of all
principal and interest due to the Noteholders under the terms of Notes of each
class, (ii) the cancellation of such Notes pursuant to Section 2.8, (iii)
payment in full of all amounts due and payable to the Insurer, (iv) the
cancellation and termination of the Ambac Policy and (v) the discharge of the
Indenture Trustee's duties hereunder with respect to such Notes and the Insurer,
the Indenture Trustee shall continue to act in the capacity as Indenture Trustee
hereunder for the benefit of the Registered Owners, and the Indenture Trustee,
for the benefit of the Registered Owners shall, at the option of the Issuer,
comply with its obligations under Sections 6.01(a), 6.02(a), 6.03(a), 6.04(a),
6.05(a), 9.02 and 9.03 of the Pooling and Servicing Agreement, as appropriate,
until such time as all distributions in respect of the Certificates hereunder
have been paid in full.

                                   ARTICLE XII

                                  MISCELLANEOUS

          SECTION 12.1 Compliance Certificates and Opinions, etc.

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

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<PAGE>

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

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

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

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

          (b) (i) Other than with respect to the release of any property or
securities pursuant to Section 3.21, 8.2, 8.4, 10.1 and 10.4 of the Indenture
and Section 6.09 of the Pooling and Servicing Agreement, whenever any property
or securities are to be released from the lien of this Indenture, prior to the
deposit with the Indenture Trustee of any of the Trust Estate or other property
or securities that is to be made the basis for the release of any property or
securities subject to the lien of this Indenture, the Issuer shall deliver to
the Indenture Trustee and the Control Party an Independent Certificate as to the
same matters, if the fair value to the Issuer of the securities, if any, to be
so deposited and of all other such securities made on the basis of any such
withdrawal or release since the commencement of the then current fiscal year of
the Issuer, as set forth in the certificates delivered pursuant to clause (i)
above and this clause (b)(ii), is 10% or more of the Outstanding Amount of the
Notes, but such a certificate need not be furnished with respect to any
securities so deposited if the fair value thereof to the Issuer as set forth in
the related Officer's Certificate is less than $25,000 or less than one percent
of the Outstanding Amount of the Notes.

          (ii) Other than with respect to the release of any property or
     securities pursuant to Section 3.21, 8.2, 8.4, 10.1, and 10.4 of the
     Indenture and Section 6.09 of the Pooling and Servicing Agreement, whenever
     any property or securities are to be released from the lien of this
     Indenture, the Issuer shall furnish to the Indenture Trustee and the
     Control Party an Independent Certificate as to the same matters if the fair
     value of the property or securities and of all other property, other than
     pursuant to Section 3.21, 8.2 and 8.4 of the Indenture and Section 6.09 of
     the Pooling and Servicing Agreement, released from the lien of this
     Indenture since the commencement of the then current calendar year, as set
     forth in the certificates required by clause (b)(iii) above and this clause
     (b)(ii), equals 10% or more of the Outstanding Amount of the Notes, but
     such certificate need not be furnished in the case of any release of
     property or securities if the fair value thereof as set forth in the
     related Officer's Certificate is less than $25,000 or less than one percent
     of the then Outstanding Amount of the Notes.

          (iii) Notwithstanding Section 2.9 and 8.4 or any other provision of
     this Section 12.1, the Issuer may (A) collect, liquidate, sell or otherwise
     dispose of Loans as and to the extent expressly permitted or required by
     the Basic Documents and (B) make cash

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     payments out of the Designated Accounts and the Certificate Distribution
     Account as and to the extent expressly permitted or required by the Basic
     Documents.

          SECTION 12.2 Form of Documents Delivered to Indenture Trustee.

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

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

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

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

          SECTION 12.3 Acts of Noteholders and the Insurer.

          (a) Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Control Party, the Insurer, Noteholders or a class of Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such 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

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<PAGE>

embodied therein and evidenced thereby) are herein sometimes referred to as the
"Act" of the Person or Persons signing such instrument or instruments. Proof of
execution of any such instrument or of a writing appointing any such agent shall
be sufficient for any purpose of this Indenture and (subject to Section 6.1)
conclusive in favor of the Indenture Trustee and the Issuer, if made in the
manner provided in this Section 12.3.

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

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

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

          SECTION 12.4 Notices, etc., to Indenture Trustee, Issuer, the Control
Party and Rating Agencies. Any request, demand, authorization, direction,
notice, consent, waiver or Act of Noteholders or the Control Party or other
documents provided or permitted by this Indenture to be made upon, given or
furnished to or filed with the Indenture Trustee, the Issuer, the Control Party,
the Noteholders or the Rating Agencies under this Indenture shall be made upon,
given or furnished to or filed with such party as specified in Appendix B to the
Pooling and Servicing Agreement.

          SECTION 12.5 Notices to Noteholders; Waiver.

          (a) Where this Indenture provides for notice to Noteholders or the
Control Party of any condition or event, such notice shall be given as specified
in Appendix B to the Pooling and Servicing Agreement.

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

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

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

                                      -68-

<PAGE>

          SECTION 12.6 Alternate Payment and Notice Provisions.

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

          SECTION 12.7 [Reserved]

          SECTION 12.8 Effect of Headings and Table of Contents.

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

          SECTION 12.9 Successors and Assigns.

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

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

          SECTION 12.10 Separability.

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

          SECTION 12.11 Benefits of Indenture.

          The Insurer and its successors and assigns shall be a third party
beneficiary to the provisions of this Indenture, as it may be supplemented or
amended, and shall be entitled to rely upon and directly to enforce such
provisions of the Indenture. Nothing in this Indenture or in the Notes, express
or implied, shall give to any Person, other than the parties hereto and their
successors hereunder, the Noteholders and the Insurer any other party secured
hereunder and any other Person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

          SECTION 12.12 Legal Holidays.

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

                                      -69-

<PAGE>

          SECTION 12.13 Governing Law.

          ALL QUESTIONS CONCERNING THE CONSTRUCTION, VALIDITY AND INTERPRETATION
OF THIS INDENTURE SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE INTERNAL LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO ANY
CHOICE OF LAW OR CONFLICT PROVISION OR RULE (WHETHER OF THE STATE OF NEW YORK OR
ANY OTHER JURISDICTION) THAT WOULD CAUSE THE APPLICATION OF THE LAWS OF ANY
JURISDICTION OTHER THAN THE STATE OF NEW YORK.

          SECTION 12.14 Counterparts.

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

          SECTION 12.15 Recording of Indenture.

          If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the
Indenture Trustee or any other counsel reasonably acceptable to the Indenture
Trustee and, the Control Party) 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 12.16 No Recourse. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against:

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

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

          (iii) any partner, owner, beneficiary, agent, officer, director,
     employee or agent of the Indenture Trustee or the Owner Trustee in their
     individual capacities, any holder of a beneficial interest in the Issuer,
     the Owner Trustee or the Indenture Trustee or of any successor or assign of
     the Indenture Trustee or the Owner Trustee in their individual capacities
     (or any of their successors or assigns), except as any such Person may have
     expressly agreed in the Basic Documents (it being understood that the
     Indenture Trustee and the Owner Trustee have no such obligations in their
     individual capacities) and except that any such partner, owner or
     beneficiary shall be fully liable, to the extent provided by applicable
     law, for any unpaid consideration for stock, unpaid capital contribution or
     failure to pay any installment or call owing to such entity. For all
     purposes of this Indenture, in the performance of any duties or obligations
     of the Issuer hereunder, the Owner Trustee shall be subject to, and
     entitled to the benefits of, the terms and provisions of Articles VI, VII
     and VIII of the Trust Agreement.

                                      -70-

<PAGE>

          SECTION 12.17 No Petition.

          The Indenture Trustee, by entering into this Indenture, each
Noteholder and Note Owner, by accepting a Note (or interest therein) issued
hereunder, and the Insurer, by issuing the Ambac Policy and accepting the
benefits herein provided to it, hereby covenant and agree that they shall not,
prior to the date which is one year and one day after the Outstanding
Obligations shall have been paid in full and the termination of this Indenture
with respect to the Issuer pursuant to Section 11.1, acquiesce, petition or
otherwise invoke or cause ALER or the Issuer to invoke the process of any court
or government authority for the purpose of commencing or sustaining a case
against ALER or the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of ALER or the Issuer or any substantial
part of its property, or ordering the winding up or liquidation of the affairs
of ALER or the Issuer. The covenants and agreements contained in this Section
12.17 shall survive the termination of this Indenture.

          SECTION 12.18 Inspection.

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

          SECTION 12.19 Assignment.

          Notwithstanding anything to the contrary contained herein, this
Indenture may not be assigned by the Issuer without the prior written consent of
the Control Party. The Issuer shall provide written notice of such assignment to
the Rating Agencies and the Insurer (with a copy to the Noteholders).

          SECTION 12.20 Survival of Agreement.

          All covenants, agreements, representations and warranties made herein
and in the other documents delivered pursuant hereto shall survive the pledge of
the Trust Estate and the issuance of the Notes and except as provided in Section
11.1, shall continue in full force and effect until payment in full of the Notes
and all amounts owing to the Indenture Trustee and the Insurer hereunder and
under the Basic Documents, as applicable.

          SECTION 12.21 Cooperation and Further Assurances.

          (a) The Issuer hereby agrees that it will cooperate in good faith and
use commercially reasonable efforts to assist any requesting Co-Administrative
Agent in any sale or

                                      -71-

<PAGE>

securitization of the Notes to take place after the Conversion Date; provided,
however, that each of the parties hereto agrees that it shall not be obligated
to take any action (including making any changes or amendments to any of the
Basic Document), or provide any consent if such party would thereby incur any
material obligations or liabilities as a result thereof; provided, further, that
such requesting Co-Administrative Agent shall, at the written request of the
assisting party, offer such party indemnification reasonably satisfactory to
such party against any costs, liabilities and expenses incurred in providing any
requested assistance.

          (b) In the event of any Regulatory Change (as defined in the Note
Purchase Agreement; provided, that for purposes of this Section, the term
Regulatory Change shall include the Insurer) which results in either (i) a
determination that the Issuer or any CP Conduit (as defined in the Note Purchase
Agreement) is not a Qualified Special Purpose Entity that is not required, under
generally accepted accounting principles, to consolidate its financial
statements with any other entity, or (ii) a cost arising under Section 2.3 of
the Note Purchase Agreement, the parties hereto agree to negotiate in good faith
to amend the Basic Documents in order to eliminate the consolidation
requirement; provided, however, that no party shall be obligated to take any
action (or make any amendments) if in the reasonable opinion of such party any
such amendment to the Basic Documents will be unlawful or otherwise
disadvantageous or inconsistent with its policies or regulatory restrictions or
result in any liability, unreimbursed cost or expense to such party.

          SECTION 12.22 Waiver of Jury Trial.

          EACH OF THE PARTIES HERETO WAIVES, TO THE FULLEST EXTENT PERMITTED BY
LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION
ARISING DIRECTLY OR INDIRECTLY OUT OF, UNDER OR IN CONNECTION WITH THIS
INDENTURE, THE BASIC DOCUMENTS OR ANY OF THE TRANSACTIONS CONTEMPLATED HEREUNDER
OR THEREUNDER. EACH OF THE PARTIES HERETO (I) CERTIFIES THAT NO REPRESENTATIVE,
AGENT OR ATTORNEY OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE,
THAT SUCH OTHER PARTY WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE
FOREGOING WAIVER AND (II) ACKNOWLEDGES THAT IT HAS BEEN INDUCED TO ENTER INTO
THIS INDENTURE AND THE OTHER RELATED DOCUMENTS TO WHICH IT IS A PARTY, BY AMONG
OTHER THINGS, THIS WAIVER.

          SECTION 12.23 Consent to Jurisdiction.

          THE ISSUER IRREVOCABLY SUBMITS TO THE JURISDICTION OF THE UNITED
STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK, ANY COURT IN THE
STATE OF NEW YORK LOCATED IN THE CITY AND COUNTY OF NEW YORK, AND ANY APPELLATE
COURT FROM ANY THEREOF, IN ANY ACTION, SUIT OR PROCEEDING BROUGHT AGAINST IT AND
RELATED TO OR IN CONNECTION WITH THIS INDENTURE, THE OTHER BASIC DOCUMENTS OR
THE TRANSACTIONS CONTEMPLATED HEREUNDER OR THEREUNDER OR FOR RECOGNITION OR
ENFORCEMENT OF ANY JUDGMENT AND EACH OF THE PARTIES HERETO IRREVOCABLY AND
UNCONDITIONALLY AGREES THAT ALL CLAIMS IN RESPECT OF ANY SUCH SUIT OR ACTION OR

                                      -72-

<PAGE>

PROCEEDING MAY BE HEARD OR DETERMINED IN SUCH NEW YORK STATE COURT OR, TO THE
EXTENT PERMITTED BY LAW, IN SUCH FEDERAL COURT. EACH OF THE PARTIES HERETO
AGREES THAT A FINAL JUDGMENT IN ANY SUCH ACTION, SUIT OR PROCEEDING SHALL BE
CONCLUSIVE AND MAY BE ENFORCED IN OTHER JURISDICTIONS BY SUIT ON THE JUDGMENT OR
IN ANY OTHER MANNER PROVIDED BY LAW. TO THE EXTENT PERMITTED BY APPLICABLE LAW,
EACH OF THE PARTIES HEREBY WAIVES AND AGREES NOT TO ASSERT BY WAY OF MOTION, AS
A DEFENSE OR OTHERWISE IN ANY SUCH SUIT, ACTION OR PROCEEDING, ANY CLAIM THAT IS
NOT PERSONALLY SUBJECT TO THE JURISDICTION OF SUCH COURTS, THAT THE SUIT, ACTION
OR PROCEEDING IS BROUGHT IN AN INCONVENIENT FORUM, THAT THE VENUE OF THE SUIT,
ACTION OR PROCEEDING IS IMPROPER OR THAT THIS INDENTURE OR ANY OF THE OTHER
RELATED DOCUMENTS OR THE SUBJECT MATTER HEREOF OR THEREOF MAY NOT BE LITIGATED
IN OR BY SUCH COURTS. THE ISSUER IRREVOCABLY APPOINTS AND DESIGNATES CT
CORPORATION, WHOSE ADDRESS IS 111 EIGHTH AVENUE, NEW YORK, NEW YORK 10011, AS
ITS TRUE AND LAWFUL ATTORNEY AND DULY AUTHORIZED AGENT FOR ACCEPTANCE OF SERVICE
OF LEGAL PROCESS. THE ISSUER AGREES THAT SERVICE OF SUCH PROCESS UPON SUCH
PERSON SHALL CONSTITUTE PERSONAL SERVICE OF SUCH PROCESS UPON IT. NOTHING
CONTAINED IN THIS INDENTURE SHALL LIMIT OR AFFECT THE RIGHTS OF ANY PARTY HERETO
TO SERVE PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR TO START LEGAL
PROCEEDINGS RELATED TO ANY OF THE RELATED DOCUMENTS AGAINST THE ISSUER OR ITS
RESPECTIVE PROPERTY IN THE COURTS OF ANY JURISDICTION.

          SECTION 12.24 No Recourse

          It is expressly understood and agreed by the parties hereto that (a)
this Indenture is executed and delivered by Wilmington Trust Company, not
individually or personally but solely as trustee of the Issuer, in the exercise
of the powers and authority conferred and vested in it, (b) each of the
representations, undertakings and agreements herein made on the part of the
Issuer is made and intended not as personal representations, undertakings and
agreements by Wilmington Trust Company but is made and intended for the purpose
of binding only the Issuer, (c) nothing herein contained shall be construed as
creating any liability on Wilmington Trust Company, individually or personally,
to perform any covenant either expressed or implied contained herein, all such
liability, if any, being expressly waived by the parties hereto and by any
Person claiming by, through or under the parties hereto and (d) under no
circumstances shall Wilmington Trust Company be personally liable for the
payment of any indebtedness or expenses of the Issuer or be liable for the
breach or failure of any obligation, representation, warranty or covenant made
or undertaken by the Issuer under this Indenture or any other related documents.

          SECTION 12.25 No Recourse as to Indenture Trustee. It is expressly
understood and agreed by the parties hereto that (a) this Indenture is executed
and delivered by The Bank of New York, not individually or personally but solely
as indenture trustee under the Indenture and the Basic Documents, in the
exercise of the powers and authority conferred and vested in it and (b) nothing
herein contained shall be construed as creating any liability on The

                                      -73-

<PAGE>

Bank of New York, individually or personally, to perform any covenant either
expressed or implied contained herein, all such liability, if any, being
expressly waived by the parties hereto and by any Person claiming by, through or
under the parties hereto.

                                      -74-

<PAGE>

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

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A, as Issuer

By: WILMINGTON TRUST COMPANY,
not in its individual capacity but solely as
Owner Trustee


By:  /s/ Kathleen A. Pedelini
   --------------------------
Name:  Kathleen A. Pedelini
Title: Financial Services Officer


THE BANK OF NEW YORK,
not in its individual capacity but solely as
Indenture Trustee


By:  /s/ Erwin Soriano
   --------------------------
Name:  Erwin Soriano
Title: Assistant Treasurer

<PAGE>

                                   EXHIBIT A-1

                                                              Up to $[_________]

          BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO
REPRESENT, WARRANT AND COVENANT THAT IT IS EITHER (1) NOT AN "EMPLOYEE BENEFIT
PLAN" WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENT PLANS), A "PLAN"
DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE
BENEFIT PLAN'S OR OTHER PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "BENEFIT PLAN
INVESTOR") OR (2) AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
THAT AT THE TIME OF ACQUISITION AND THROUGHOUT THE PERIOD IT HOLDS THIS NOTE,
(I) IT IS ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, (II) LESS THAN 25% OF THE ASSETS
OF SUCH GENERAL ACCOUNT ARE (OR REPRESENT) ASSETS OF A BENEFIT PLAN INVESTOR,
AND (III) IT IS NOT A SERVICE PROVIDER TO THE TRUST, OR AN AFFILIATE OF THE
FOREGOING, AND WOULD NOT OTHERWISE BE EXCLUDED UNDER 29 C.F.R. 2510.3-101(F)(1).

          THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT AS CONFIRMED BY AN OPINION OF
COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION AND
COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR, AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

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

               ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A

                              EQUIPMENT LOAN NOTES

          ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to     , or
                                                                  -----
registered assigns, (i) the principal sum of           ($__________) or such
                                             ----------
lesser principal amount as may then constitute the aggregate unpaid balance of
the Equipment Loan Note which sum shall be payable on the dates and in the
amounts set forth in the Indenture, dated as of November 26, 2002 (as

                                       A-1-1

<PAGE>

amended,restated or otherwise modified from time to time, the "Indenture"),
between the Issuer and The Bank of New York, as indenture trustee (the
"Indenture Trustee"), and (ii) interest on the outstanding principal amount of
this Note on the dates and in the amounts set forth in the Indenture. A record
of each Advance, prepayment and repayment shall be made by the Indenture Trustee
and absent manifest error such record shall be conclusive.

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

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

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

                                       A-1-2

<PAGE>

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

Date:                                ALLIANCE LAUNDRY EQUIPMENT
                                     RECEIVABLES TRUST 2002-A, as Issuer


                                     By: WILMINGTON TRUST COMPANY,
                                     not in its individual capacity but solely
                                     as Owner Trustee


                                     By:  /s/ Janel R. Havrilla
                                        -------------------------------
                                        Name:  Janel R. Havrilla
                                        Title: Financial Services Officer

                                      A-1-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:

                                     THE  BANK OF NEW  YORK,  not in its
                                     individual  capacity  but
                                     solely as Indenture Trustee


                                     By:  /s/ Erwin Soriano
                                        -------------------------------
                                     Name:  Erwin Soriano
                                     Title: Assistant Treasurer

                                      A-1-4

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Equipment Loan Notes, all issued under an Indenture, dated as
of November 26, 2002 (such Indenture, as supplemented or amended, is herein
called the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, as trustee (the "Indenture Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
amendments thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are governed by and subject to all terms of the Indenture
(which terms are incorporated herein and made a part hereof), to which Indenture
the holder of this Note by virtue of acceptance hereof assents and by which such
holder is bound. All capitalized terms used and not otherwise defined in this
Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture.

          The Indenture secures the payment of principal and interest on, and
any other amounts owing in respect of the Notes, equally and ratably without
prejudice, priority or distinction.

          Each Noteholder, by acceptance of a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in their individual capacities, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in their individual capacities, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacities) 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, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause Alliance
Laundry Equipment Receivables 2002 LLC ("ALER") or the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against ALER or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of ALER or
the Issuer or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of ALER or the Issuer.

          Each Noteholder, by acceptance of a Note, unless otherwise required by
appropriate taxing authorities, agrees to treat the Notes as indebtedness
secured by the Loans and/or the Receivables for the purpose of federal income
taxes, state and local income and

                                      A-1-5

<PAGE>

franchise taxes, and any other taxes imposed upon, measured by or based upon
gross or net income.

          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 Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Control Party. The Indenture also contains
provisions permitting the Control Party 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 Control
Party shall be conclusive and binding upon the Holder of this Note 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 the Noteholders.

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

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

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

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

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

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Basic Documents, neither ALER, the Servicer, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants,

                                      A-1-6

<PAGE>

obligations or indemnifications contained in this Note or the Indenture, it
being expressly understood that said covenants, obligations and indemnifications
have been made by the Owner Trustee solely as the Owner Trustee in the assets of
the Issuer. The Holder of this Note by the acceptance hereof agrees that, except
as expressly provided in the Basic Documents, in the case of an Event of Default
under the Indenture, the Holder shall have no claim against any of the foregoing
for any deficiency, loss or claim therefrom; provided, 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>

                                   EXHIBIT A-2

                                                                    $[_________]

          BY ACQUIRING THIS NOTE EACH PURCHASER AND TRANSFEREE WILL BE DEEMED TO
REPRESENT, WARRANT AND COVENANT THAT IT IS EITHER (1) NOT AN "EMPLOYEE BENEFIT
PLAN" WITHIN THE MEANING OF SECTION 3(3) OF ERISA (WHETHER OR NOT SUBJECT TO
ERISA, AND INCLUDING, WITHOUT LIMITATION, FOREIGN OR GOVERNMENT PLANS), A "PLAN"
DESCRIBED IN SECTION 4975(e)(1) OF THE CODE, OR ANY ENTITY WHOSE UNDERLYING
ASSETS INCLUDE "PLAN ASSETS" OF ANY OF THE FOREGOING BY REASON OF AN EMPLOYEE
BENEFIT PLAN'S OR OTHER PLAN'S INVESTMENT IN SUCH ENTITY (EACH, A "BENEFIT PLAN
INVESTOR") OR (2) AN INSURANCE COMPANY USING THE ASSETS OF ITS GENERAL ACCOUNT
THAT AT THE TIME OF ACQUISITION AND THROUGHOUT THE PERIOD IT HOLDS THIS NOTE,
(I) IT IS ELIGIBLE FOR AND MEETS THE REQUIREMENTS OF DEPARTMENT OF LABOR
PROHIBITED TRANSACTION CLASS EXEMPTION 95-60, (II) LESS THAN 25% OF THE ASSETS
OF SUCH GENERAL ACCOUNT ARE (OR REPRESENT) ASSETS OF A BENEFIT PLAN INVESTOR,
AND (III) IT IS NOT A SERVICE PROVIDER TO THE TRUST, OR AN AFFILIATE OF THE
FOREGOING, AND WOULD NOT OTHERWISE BE EXCLUDED UNDER 29 C.F.R. 2510.3-101(F)(1).

          THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES
ACT OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER ANY STATE SECURITIES OR BLUE
SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
PURSUANT TO AN EXEMPTION UNDER THE 1933 ACT AS CONFIRMED BY AN OPINION OF
COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE TRANSFEROR WHICH OPINION AND
COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE TRANSFEROR, AND, IN
EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

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

               ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A

                                RECEIVABLES NOTE

          ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2002-A, a statutory trust
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to      , or
                                                                   -----
registered assigns, (i) the principal sum of           ($__________) or such
                                             ----------
lesser principal amount as may then constitute the aggregate unpaid balance of
the Equipment Loan Note which sum shall be payable

                                      A-2-1

<PAGE>

on the dates and in the amounts set forth in the Indenture, dated as of November
26, 2002 (as amended, restated or otherwise modified from time to time, the
"Indenture"), between the Issuer and The Bank of New York as indenture trustee
(the "Indenture Trustee"), and (ii) interest on the outstanding principal amount
of this Note on the dates and in the amounts set forth in the Indenture. A
record of each Advance, prepayment and repayment shall be made by the Indenture
Trustee and absent manifest error such record shall be conclusive.

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

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

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

                                      A-2-2

<PAGE>

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

Date:                              ALLIANCE LAUNDRY EQUIPMENT
                                   RECEIVABLES TRUST 2002-A, as Issuer


                                   By: WILMINGTON TRUST COMPANY,
                                   not in its individual capacity but solely as
                                   Owner Trustee


                                   By:  /s/ Janel R. Havrilla
                                      --------------------------------
                                      Name:  Janel R. Havrilla
                                      Title: Financial Services Officer

                                      A-2-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

Dated:                             THE BANK OF NEW YORK, not in its individual
                                   capacity but solely as Indenture Trustee


                                   By:  /s/ Erwin Soriano
                                      --------------------------------
                                      Name:  Erwin Soriano
                                      Title: Assistant Treasurer

                                      A-2-4

<PAGE>

                                 REVERSE OF NOTE

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Receivables Notes, all issued under an Indenture, dated as of
November 26, 2002 (such Indenture, as supplemented or amended, is herein called
the "Indenture"), between the Issuer and The Bank of New York, a New York
banking corporation, as trustee (the "Indenture Trustee", which term includes
any successor trustee under the Indenture), to which Indenture and all
amendments thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Indenture Trustee and the
Noteholders. The Notes are governed by and subject to all terms of the Indenture
(which terms are incorporated herein and made a part hereof), to which Indenture
the holder of this Note by virtue of acceptance hereof assents and by which such
holder is bound. All capitalized terms used and not otherwise defined in this
Note that are defined in the Indenture, as supplemented or amended, shall have
the meanings assigned to them in or pursuant to the Indenture.

          The Indenture secures the payment of principal and interest on, and
any other amounts owing in respect of the Notes, equally and ratably without
prejudice, priority or distinction.

          Each Noteholder, by acceptance of a Note, covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Indenture Trustee on the Notes or under
the Indenture or any certificate or other writing delivered in connection
therewith, against (i) the Indenture Trustee or the Owner Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee or the Owner Trustee in their individual capacities, any
holder of a beneficial interest in the Issuer, the Owner Trustee or the
Indenture Trustee or of any successor or assign of the Indenture Trustee or the
Owner Trustee in their individual capacities, except as any such Person may have
expressly agreed (it being understood that the Indenture Trustee and the Owner
Trustee have no such obligations in their individual capacities) 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, covenants and agrees that by
accepting the benefits of the Indenture such Noteholder will not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer, acquiesce, petition or otherwise invoke or cause Alliance
Laundry Equipment Receivables 2002 LLC ("ALER") or the Issuer to invoke the
process of any court or government authority for the purpose of commencing or
sustaining a case against ALER or the Issuer under any federal or state
bankruptcy, insolvency or similar law or appointing a receiver, liquidator,
assignee, trustee, custodian, sequestrator or other similar official of ALER or
the Issuer or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of ALER or the Issuer.

          Each Noteholder, by acceptance of a Note, unless otherwise required by
appropriate taxing authorities, agrees to treat the Notes as indebtedness
secured by the Loans and/or the Receivables for the purpose of federal income
taxes, state and local income and

                                      A-2-5

<PAGE>

franchise taxes, and any other taxes imposed upon, measured by or based upon
gross or net income.

          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 Note shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Noteholders under the Indenture at any time by the
Issuer with the consent of the Control Party. The Indenture also contains
provisions permitting the Control Party 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 Control
Party shall be conclusive and binding upon the Holder of this Note 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 the Noteholders.

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

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

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

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

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

Anything herein to the contrary notwithstanding, except as expressly provided in
the Basic Documents, neither ALER, the Servicer, the Indenture Trustee nor the
Owner Trustee in their respective individual capacities, any owner of a
beneficial interest in the Issuer, nor any of their respective partners,
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

                                      A-2-6

<PAGE>

principal of or interest on, or performance of, or omission to perform, any of
the covenants, obligations or indemnifications contained in this Note or the
Indenture, it being expressly understood that said covenants, obligations and
indemnifications have been made by the Owner Trustee solely as the Owner Trustee
in the assets of the Issuer. The Holder of this Note by the acceptance hereof
agrees that, except as expressly provided in the Basic Documents, in the case of
an Event of Default under the Indenture, the Holder shall have no claim against
any of the foregoing for any deficiency, loss or claim therefrom; provided,
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-2-7

<PAGE>

                                                                       EXHIBIT B

                         LOCATIONS OF SCHEDULE OF LOANS

          The Schedule of Loans is on file at the offices of:

          2.   The Indenture Trustee

          3.   The Owner Trustee

          4.   ALS

          5.   Alliance Laundry Equipment Receivable

                                       B-1

<PAGE>

                                  SCHEDULE 3.22

                        PERFECTION CERTIFICATE -- ISSUER

     The undersigned, Alliance Laundry Equipment Receivables Trust 2002-A (the
"Issuer"), hereby certifies, with reference to the Indenture (the "Indenture"),
dated as of November 26, 2002 (terms defined in this certificate shall have the
same meanings herein as specified in the Pooling and Servicing Agreement (as
defined in the Indenture)), among the Alliance Laundry Receivables 2002 LLC,
Alliance Laundry Systems LLC the "Issuer", to the Issuer, the Indenture Trustee
and each Beneficiary as follows:

     1. Name. The exact legal name of the Issuer as that name appears on its
Certificate of Trust is as follows:

     Alliance Laundry Equipment Receivables Trust 2002-A

     2.   Other Identifying Factors.

     (a) The following is the mailing address of the Issuer:

     C/O Wilmington Trust
     Rodney Square North
     1100 North Market
     Wilmington, DE  19890-0001

     (b) If different from its mailing address, the Issuer's place of business
or, if more than one, its chief executive office is located at the following
address:

     (c) The following is the type of organization of the Issuer:

     Delaware Statutory Trust

     (d) The following is the jurisdiction of the Issuer's organization:

     Delaware

     (e) The following is the Issuer's state issued organizational
identification number [To Be Completed After Formation];

     3.   Other Names, Etc.

     (a) The following is a list of all other names (including trade names or
similar appellations) used by the Issuer, or any other business or organization
to which the Issuer became the successor by merger, consolidation, acquisition,
change in form, nature or jurisdiction of organization or otherwise, now or at
any time during the past five years.

     None

     (b) Attached hereto is the information required in Section 2 for any other
business or organization to which the Issuer became the successor by merger,
consolidation, acquisition, change in form, nature or jurisdiction of
organization or otherwise, now or at any time during the past five years.

     Not Applicable

                                        1

<PAGE>

     4.   Other Current Locations.

     (a) The following are all other locations in the United States of America
in which the Issuer maintains any books or records relating to the Trust Estate
consisting of accounts, instruments, chattel paper, general intangibles or
mobile goods:

     None

     (b) [Reserved]

     (c) The following are all other locations in the United States of America
where the Trust Estate consisting of inventory or equipment is located:

     Not Applicable

     (d) The following are the names and addresses of all persons or entities
other than the Issuer, such as consignees, warehousemen or purchasers of chattel
paper, which have possession or are intended to have possession of the Trust
Estate consisting of instruments, chattel paper, inventory or equipment:

     LaSalle Bank National Association
     2571 Busse Road
     Suite 200
     Elk Grove Village, IL  60007

     5.   Prior Locations.

     (a) Set forth below is the information required by Section 4(a) with
respect to each location or place of business previously maintained by the
Issuer at any time during the past five years in a state in which the Issuer has
previously maintained a location or place of business at any time during the
past four months:

     Not Applicable

                            [Signature page follows]

                                        2

<PAGE>

     IN WITNESS WHEREOF, the undersigned has hereunto signed this Certificate on
          , 2002.
----------

                                          ALLIANCE LAUNDRY EQUIPMENT
                                          RECEIVABLES TRUST 2002-A, as Issuer


                                          By: WILMINGTON TRUST COMPANY, not
                                          in its individual capacity but
                                          solely as Owner Trustee


                                          By:  /s/ Donald G. Mackelcan
                                             --------------------------------
                                          Name:  Donald G. Mackelcan
                                          Title: Vice President

                                        3