<PAGE>


================================================================================

                   DEALER AUTO RECEIVABLES OWNER TRUST 2000-1,
                                   as Issuer,

                                       and

                              THE BANK OF NEW YORK

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

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


                                    INDENTURE

                           Dated as of August 24, 2000

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


   $190,000,000.00 6.69% Dealer Auto Receivables Asset-Backed Notes, Class A-1

   $274,000,000.00 7.01% Dealer Auto Receivables Asset-Backed Notes, Class A-2

   $168,000,000.00 7.07% Dealer Auto Receivables Asset-Backed Notes, Class A-3

   $83,251,000.00 7.12% Dealer Auto Receivables Asset-Backed Notes, Class A-4

    $24,470,000.00 7.46% Dealer Auto Receivables Asset-Backed Notes, Class B

================================================================================
<PAGE>

         Indenture, dated as of August 24, 2000 (this "INDENTURE"), between
Dealer Auto Receivables Owner Trust 2000-1, a Delaware business trust (the
"ISSUER") and The Bank of New York, in its capacity as indenture trustee (the
"INDENTURE TRUSTEE") and not in its individual capacity.

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Issuer's 6.69% Dealer
Auto Receivables Asset-Backed Notes, Class A-1 (the "CLASS A-1 NOTES"), 7.01%
Dealer Auto Receivables Asset-Backed Notes, Class A-2 (the "CLASS A-2 NOTES"),
7.07% Dealer Auto Receivables Asset-Backed Notes, Class A-3 (the "CLASS A-3
NOTES"), 7.12% Dealer Auto Receivables Asset-Backed Notes, Class A-4 (the "CLASS
A-4 NOTES"), and 7.46% Dealer Auto Receivables Asset-Backed Notes, Class B (the
"CLASS B NOTES" and together with the Class A-1 Notes, Class A-2 Notes, Class
A-3 Notes and Class A-4 Notes, the "NOTES"):

                                 GRANTING CLAUSE

         The Issuer Grants to the Indenture Trustee on the Closing Date, on
behalf of and for the benefit of the Holders of the Notes, without recourse, all
of the Issuer's right, title and interest in, to and under: (i) all the right,
title and interest of the Issuer in and to the Contracts listed on the List of
Contracts in effect on the Closing Date (including, without limitation, all
security interests and all rights to receive scheduled payments and prepayments
which are collected pursuant thereto on or after the Cutoff Date, including any
liquidation proceeds therefrom, but excluding any rights to receive scheduled
payments due on or after, but received prior to, the Cutoff Date), (ii) all
security interests in each Financed Vehicle, (iii) all rights of the Issuer to
proceeds from any claims on theft, physical damage, credit life or disability
insurance or other individual insurance policy relating to any such Contract, an
Obligor or a Financed Vehicle securing such Contract, (iv) all documents
contained in the related Contract Files, (v) all rights (but not the
obligations) of the Issuer against any originating dealer or other third party
(i.e. the originators of the Contracts) under any agreements between the Seller
and such originating dealers or other third party, (vi) all rights of the Issuer
in the Lockbox, the Lockbox Account, the related Lockbox Agreement, the
Concentration Account and related Concentration Account Agreement to the extent
they relate to such Contracts, (vii) any rebates of premiums and other amounts
relating to insurance policies, extended service contracts, other repair
agreements or any other items financed under such Contract, (viii) all rights
(but not the obligations) of the Issuer under the Transfer and Sale Agreement,
including but not limited to the Issuer's rights under ARTICLE V thereof, (ix)
all rights of the Issuer under the Performance Guarantee, (x) the remittances,
deposits and payments made into the Trust Accounts from time to time and amounts
in the Trust Accounts from time to time (and any investments of such amounts),
(xi) all rights (but not the obligations) of the Issuer under the Sale and
Servicing Agreement, (xii) all present and future claims, demands, causes of and
choses in action in respect of any or all of the foregoing, and (xiii) 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 of other liquid property, all
cash proceeds, accounts, accounts receivable, notes, drafts, acceptances,
chattel paper, checks, deposit accounts, insurance proceeds, condemnation
awards, rights to payment of any and every kind and other forms of obligations
and receivables, instruments and other property which at any time constitute all
or

<PAGE>


part of or are included in the proceeds of any of the foregoing (as each such
defined term is defined in SECTION 1.01) (collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction, except for the
subordination of the Class B Notes provided herein and all other sums owing by
the Issuer hereunder or under any other Transaction Document, and to secure
compliance with the provisions of this Indenture, all as provided in this
Indenture.

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

                                   ARTICLE ONE

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01. DEFINITIONS.

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

         "ACT" shall have the meaning specified in SECTION 11.03(a).

         "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated as
of the date hereof, among the Administrator, the Issuer, the Depositor and the
Indenture Trustee.

         "ADMINISTRATOR" means Premier Auto Finance, Inc. or any successor
Administrator under the Administration Agreement.

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

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

                                       2
<PAGE>


Agreement and who is identified on the list of Authorized Officers delivered
by the Administrator to the Indenture Trustee on the Closing Date (as such
list may be modified or supplemented from time to time thereafter).

         "BOOK ENTRY NOTES" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in SECTION 2.09.

         "BUSINESS DAY" means any day other than a Saturday, Sunday or other day
on which banking institutions in the city of Chicago, Illinois, Wilmington,
Delaware or New York, New York are authorized or obligated by law, executive
order or governmental decree to be closed.

         "CERTIFICATE FINAL DISTRIBUTION DATE" means the January, 2007
Distribution Date.

         "CERTIFICATE OF TRUST" means the Certificate of Trust of the Issuer
substantially in the form of EXHIBIT B to the Trust Agreement.

         "CLASS" means all Notes whose form is identical except for variation in
denomination, principal amount or owner.

         "CLASS A-1 FINAL DISTRIBUTION DATE" means the August, 2001 Distribution
Date.

         "CLASS A-1 RATE" means 6.69% per annum (computed on the basis of a
360-day year of twelve 30-day months).

         "CLASS A-1 NOTES" means the Class A-1 Notes, substantially in the form
of EXHIBIT B.

         "CLASS A-2 FINAL DISTRIBUTION DATE" means the April, 2003 Distribution
Date.

         "CLASS A-2 RATE" means 7.01% per annum (computed on the basis of a
360-day year of twelve 30-day months).

         "CLASS A-2 NOTES" means the Class A-2 Notes, substantially in the form
of EXHIBIT C.

         "CLASS A-3 FINAL DISTRIBUTION DATE" means the May, 2004 Distribution
Date.

         "CLASS A-3 RATE" means 7.07% per annum (computed on the basis of a
360-day year of twelve 30-day months).

         "CLASS A-3 NOTES" means the Class A-3 Notes, substantially in the form
of EXHIBIT D.

         "CLASS A-4 FINAL DISTRIBUTION DATE" means the March, 2005 Distribution
Date.

         "CLASS A-4 RATE" means 7.12% per annum (computed on the basis of a
360-day year of twelve 30-day months).

         "CLASS A-4 NOTES" means the Class A-4 Notes, substantially in the form
of EXHIBIT E.

         "CLASS B FINAL DISTRIBUTION DATE" means the November, 2005 Distribution
Date.

                                       3
<PAGE>


         "CLASS B RATE" means 7.46% per annum (computed on the basis of a
360-day year of twelve 30-day months).

          "CLASS B NOTES" means the Class B Notes, substantially in the form of
EXHIBIT F.

         "CLEARING AGENCY" means an organization registered as a "clearing
agency" pursuant to SECTION 17A of the Exchange Act.

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

         "CLOSING DATE" means August 24, 2000.

         "CODE" means the Internal Revenue Code of 1986, as amended.

         "COLLATERAL" means the Collateral Granted to the Indenture Trustee
under this Indenture, including all proceeds thereof.

         "COMMISSION" means the Securities and Exchange Commission.

         "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trusts business shall be
administered which office at date of the execution of this Agreement is located
at 101 Barclay Street, 12-E, New York, New York 10286, Attention: ABS
Department; or at such other address as the Indenture Trustee may designate from
time to time by notice to the Noteholders and the Issuer, or the principal
corporate trust office of any successor Indenture Trustee (the address of which
the successor Indenture Trustee will notify the Noteholders and the Issuer).

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

         "DEFINITIVE NOTES" shall have the meaning specified in SECTION 2.09.

         "DEPOSITOR" shall mean Dealer Auto Receivables Corp., in its capacity
as Depositor under the Sale and Servicing Agreement.

          "DISTRIBUTION DATE" means the 15th day of each month or, if such date
shall not be a Business Day, the next succeeding Business Day, commencing
September 15, 2000.

         "DTC" means The Depository Trust Company, and its successors and
assigns.

         "ERISA" means the Employee Retirement Income Security Act of 1974, as
amended.

         "EVENT OF DEFAULT" shall have the meaning specified in SECTION 5.01.

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

                                       4
<PAGE>


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

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

         "HOLDER" OR "NOTEHOLDER" or "NOTE OWNER" means, with respect to a
Book-Entry Note, the Person who is the owner of such Book-Entry Note, as
reflected on the books of the Clearing Agency, or on the books of a Person
maintaining an account with such Clearing Agency (directly as a Clearing Agency
participant or as an indirect participant, in each case in accordance with the
rules of such Clearing Agency) and with respect to a Definitive Note the Person
in whose name a Note is registered on the Note Register.

         "INDEBTEDNESS" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (ii)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (iii) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA; (iv)
obligations issued for or liabilities incurred on the account of such Person;
(v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
or (viii) obligations of such Person under any interest rate or currency
exchange agreement.

         "INDENTURE" means this Indenture, as amended or supplemented from time
to time.

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Noteholder.

         "INDENTURE TRUSTEE" means The Bank of New York, as Indenture Trustee
under this Indenture, or any successor Indenture Trustee under this Indenture.

                                       5
<PAGE>


         "INDEPENDENT" means, when used with respect to any specified Person,
that the Person (i) is in fact independent of the Issuer, any other obligor upon
the Notes, the Depositor, the Seller and any of their respective Affiliates,
(ii) does not have any direct financial interest or any material indirect
financial interest in the Issuer, any such other obligor, the Seller or any of
their respective Affiliates, and (iii) is not connected with the Issuer, any
such other obligor, the Seller or any Affiliate of any of the foregoing Persons
as an officer, employee, promoter, underwriters, trustee, partner, director or
person performing similar functions.

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

         "INTEREST PERIOD" means, with respect to any Distribution Date, and (i)
the Class A-1 Notes, means the period from and including the preceding
Distribution Date (or, in the case of the first Distribution Date, the Closing
Date) to but excluding such Distribution Date; and (ii) in the case of the Class
A-2 Notes, the Class A-3 Notes, the Class A-4 Notes, the Class B Notes or the
Certificates, means the period from and including the fifteenth day of the month
of the Distribution Date immediately preceding such Distribution Date (or, in
the case of the first Distribution Date, the Closing Date) to but excluding the
fifteenth day of the month of such Distribution Date.

         "INTEREST RATE" means the Class A-1 Rate, the Class A-2 Rate, the Class
A-3 Rate, the Class A-4 Rate and the Class B Rate, as applicable.

         "ISSUER" means Dealer Auto Receivables Owner Trust 2000-1 until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein and required by the TIA, each other obligor on
the Notes.

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

         "NOTE" means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a
Class A-4 Note or a Class B Note.

         "NOTE DEPOSITORY AGREEMENT" means the agreement dated as of the Closing
Date, among the Issuer, the Administrator, the Indenture Trustee and DTC, as the
initial Clearing Agency, relating to the Notes, substantially in the form of
EXHIBIT H hereto.

         "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in SECTION 2.04.

         "OFFICER'S CERTIFICATE" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of SECTION 11.01, and delivered to,
the Indenture Trustee. Unless otherwise

                                       6
<PAGE>


specified, any reference in this Indenture to an Officer's Certificate shall
be to an Officer's Certificate of any Authorized Officer of the Issuer.

         "OPINION OF COUNSEL" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be employees of
or counsel to the Issuer and who shall be satisfactory to the Indenture Trustee
and which shall comply with any applicable requirements of SECTION 11.01, and
shall be in form and substance satisfactory to the Indenture Trustee.

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

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

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

                  (iii) Notes in exchange for or in lieu of other Notes which
         have been authenticated and delivered pursuant to this Indenture unless
         proof satisfactory to the Indenture Trustee is presented that any such
         Notes are held by a protected purchaser, within the meaning of Section
         8-303 of the UCC.

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
Outstanding Amount have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Transaction Document,
Notes owned by the Issuer, any other obligor upon the Notes, the Depositor,
Premier Auto Finance, Inc. or any of their respective Affiliates shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Indenture Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that a Responsible Officer of the Indenture Trustee has actual knowledge are so
owned shall be so disregarded. Notes so owned that have been pledged in good
faith may be regarded as Outstanding if the pledgee establishes to the
satisfaction of the Indenture Trustee the pledgee's right so to act with respect
to such Notes and that the pledgee is not the Issuer, any other obligor upon the
Notes, the Depositor, Premier Auto Finance, Inc. or any of their respective
Affiliates.

         "OUTSTANDING AMOUNT" means the aggregate principal amount of all Notes
of one Class or of all Classes, as the case may be, Outstanding at the date of
determination.

         "OWNER TRUSTEE" means Chase Manhattan Bank USA, National Association
not in its individual capacity but solely as Owner Trustee under the Trust
Agreement, or any successor trustee under the Trust Agreement.

                                       7
<PAGE>


         "PAYING AGENT" means the Indenture Trustee or any other Person that
meets the eligibility standards for the Indenture Trustee specified in SECTION
6.11 and is authorized by the Issuer to make the distributions from the Note
Distribution Account, including payment of principal of or interest on the Notes
on behalf of the Issuer.

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

         "PREDECESSOR NOTE" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and for the purpose of this definition, any Note
authenticated and delivered under SECTION 2.05 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

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

         "RATING AGENCY" means each of Moody's and Standard & Poor's.

         "RATING AGENCY CONDITION" means, with respect to any action, that each
Rating Agency shall have been given ten days (or such shorter period as is
acceptable to each Rating Agency) prior notice thereof and that each Rating
Agency shall have notified the Depositor, the Servicer, the Indenture Trustee
and the Issuer in writing that such action will not result in a qualification,
reduction or withdrawal of its then-current rating of any Class of Notes.

         "RATING EVENT" means the qualification, reduction or withdrawal by
either Rating Agency of its then-current rating of any Class of Notes.

         "RECORD DATE" means, with respect to any Distribution Date, the last
Business Day of the preceding calendar month.

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

         "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office (or any successor group of the
Indenture Trustee), including any Vice President, assistant secretary or other
officer or assistant officer of the Indenture Trustee customarily performing
functions similar to those performed by the people who at such time shall be
officers having direct responsibility for the administration of this Agreement,
respectively, or to whom any corporate trust matter is referred at the Corporate
Trust Office of the Indenture Trustee because of his knowledge of and
familiarity with the particular subject.

         "SALE AND SERVICING AGREEMENT" means the Sale and Servicing Agreement,
dated as of the date hereof, among the Issuer, the Depositor, the Indenture
Trustee and the Servicer, substantially in the form of EXHIBIT A hereto.

                                       8
<PAGE>


         "SELLER" means Premier Auto Finance, L.P., in its capacity as Seller
under the Transfer and Sale Agreement, and any successors and assigns.

         "SERVICER" means Premier Auto Finance, Inc., in its capacity as
Servicer under the Sale and Servicing Agreement, and any Successor Servicer
thereunder.

         "STATE" means any one of the 50 states of the United States or any of
its territories, or the District of Columbia.

         "TERMINATION DATE" means the date on which the Indenture Trustee shall
have received payment and performance of all amounts and obligations which the
Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the
Noteholders under this Indenture or the Notes.

         "TRUST AGREEMENT" means the Trust Agreement, dated as of the date
hereof, between the Depositor and the Owner Trustee.

         "TRUST INDENTURE ACT" or "TIA" means the Trust Indenture Act of 1939,
as amended.

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

         "UNITED STATES" means the United States of America.

                  (b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Sale and Servicing Agreement.

         SECTION 1.02. INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

         "COMMISSION" means the Securities and Exchange Commission.

         "INDENTURE SECURITIES" means the Notes.

         "INDENTURE SECURITY HOLDER" means a Noteholder.

         "INDENTURE TO BE QUALIFIED" means this Indenture.

         "INDENTURE TRUSTEE" or "INSTITUTIONAL TRUSTEE" means the Indenture
Trustee.

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

                                       9
<PAGE>

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

         SECTION 1.03. RULES OF CONSTRUCTION. Unless the context otherwise
requires:

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

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

                  (iii) "OR" is not exclusive;

                  (iv) "INCLUDING" means including without limitation;

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

                  (vi) any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as from time to
         time amended, modified or supplemented and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; references to a Person are also to
         its permitted successors and assigns; and

                  (vii) the words "HEREOF," "HEREIN" and "HEREUNDER" and words
         of similar import when used in this Indenture shall refer to this
         Indenture as a whole and not to any particular provision of this
         Indenture; Section, subsection and Schedule references contained in
         this Indenture are references to Sections, subsections and Schedules in
         or to this Indenture unless otherwise specified.

                                   ARTICLE TWO

                                    THE NOTES

         SECTION 2.01. FORM. The Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes, the Class A-4 Notes and the Class B Notes, in each case
together with the Indenture Trustee's certificate of authentication, shall be
in substantially the forms set forth as Exhibits to this Indenture with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture and may have such letters, numbers or
other marks of identification and such legends or endorsements placed thereon
as may, consistently herewith, be determined by the officers executing such
Notes, as evidenced by their execution of the Notes. Any portion of the text
of any Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note.

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

                                       10

<PAGE>

         SECTION 2.02. EXECUTION, AUTHENTICATION AND DELIVERY. The Notes
shall be executed on behalf of the Issuer by any of its Authorized Officers.
The signature of any such Authorized Officer on the Notes may be manual or
facsimile. Notes bearing the manual or facsimile signature of individuals who
were at any time Authorized Officers of the Issuer shall bind the Issuer,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not
hold such offices at the date of such Notes.

         The Indenture Trustee shall, upon receipt of an Issuer Order,
authenticate and deliver for original issue (i) Class A-1 Notes in an
aggregate principal amount of $190,000,000.00, (ii) Class A-2 Notes in an
aggregate principal amount of $274,000,000.00, (iii) Class A-3 Notes in an
aggregate principal amount of $168,000,000.00, (iv) Class A-4 Notes in an
aggregate principal amount of 83,251,000.00 and (v) Class B Notes in an
aggregate principal amount of $24,470,000.00. The aggregate principal amount
of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and
Class B Notes Outstanding at any time may not exceed such respective amounts,
except as otherwise provided in SECTION 2.05.

         Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $1,000
and in integral multiples of $1,000 in excess thereof.

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

         SECTION 2.03. TEMPORARY NOTES. Pending the preparation of Book-Entry
Notes or Definitive Notes, the Issuer may execute, and upon receipt of an
Issuer Order the Indenture Trustee shall authenticate and deliver, temporary
Notes that are printed, lithographed, typewritten, mimeographed or otherwise
produced, of the tenor of the definitive Notes in lieu of which they are
issued and with such variations not inconsistent with the terms of this
Indenture as the officers executing such Notes may determine, as evidenced by
their execution of such Notes.

         If temporary Notes are issued, the Issuer will cause Book-Entry
Notes or Definitive Notes to be prepared without unreasonable delay. After
the preparation of Book-Entry Notes or Definitive Notes, the temporary Notes
shall be exchangeable for Book-Entry Notes or Definitive Notes upon surrender
of the temporary Notes at the office or agency of the Issuer to be maintained
as provided in SECTION 3.02, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Issuer shall execute and
the Indenture Trustee shall authenticate and deliver in exchange therefor a
like tenor and principal amount of definitive Notes of authorized
denominations. Until so exchanged, the temporary Notes shall in all respects
be entitled to the same benefits under this Indenture as Book-Entry Notes or
Definitive Notes.

                                       11

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         SECTION 2.04. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
The Issuer shall cause to be kept a register (the "Note Register") in which,
subject to such reasonable regulations as it may prescribe, the Note
Registrar shall provide for the registration of Notes and the registration of
transfers of Notes. The Indenture Trustee shall be "Note Registrar" for the
purpose of registering Notes and transfers of Notes as herein provided. Upon
any resignation of any Note Registrar, the Issuer shall promptly appoint a
successor or, if it elects not to make such an appointment, assume the duties
of Note Registrar.

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

         Upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in SECTION 3.02,
the Issuer shall execute, and the Indenture Trustee shall authenticate and
the Noteholder shall obtain from the Indenture Trustee, in the name of the
designated transferee or transferees, one or more new Notes of the same Class
in any authorized denominations, of a like aggregate principal amount.

         At the option of the Holder, Notes may be exchanged for other Notes
of the same Class in any authorized denominations, of a like aggregate
principal amount, upon surrender of the Notes to be exchanged at such office
or agency. Whenever any Notes are so surrendered for exchange, 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.

         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.

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

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or the 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 SECTION 2.03 not
involving any transfer.

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<PAGE>

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

         SECTION 2.05. MUTILATED, DESTROYED, LOST OR STOLEN NOTES. If (i) any
mutilated Note is surrendered to the Indenture Trustee, or the Indenture
Trustee receives evidence to its satisfaction of the destruction, loss or
theft of any Note, and (ii) there is delivered to the Indenture Trustee such
security or indemnity as may be required by them 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
protected purchaser, within the meaning of Section 8-303 of the UCC, the
Issuer shall execute and upon its request the Indenture Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same Class and
denomination; 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, instead of issuing a replacement Note, the Issuer may pay
such destroyed, lost or stolen Note when so due or payable without surrender
thereof. If, after the delivery of such replacement Note or payment of a
destroyed, lost or stolen Note pursuant to the proviso to the preceding
sentence, a protected purchaser, within the meaning of Section 8-303 of the
UCC, of the original Note in lieu of which such replacement Note was issued
presents for payment such original Note, the Issuer, and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered
or any assignee of such Person, except a protected purchaser, within the
meaning of Section 8-303 of the UCC, and shall be entitled to recover upon
the security or indemnity provided therefor to the extent of any loss,
damage, cost or expense incurred by the Issuer or the Indenture Trustee in
connection therewith.

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

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

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

         SECTION 2.06. PERSONS DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee, and
any of their respective agents may treat the Person in whose name any Note is
registered (as of the day of determination) as the owner of such Note for the
purpose of receiving payments of principal of and interest, if any, on

                                       13

<PAGE>

such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and none of the Issuer, the Indenture Trustee nor any of their
respective agents shall be bound by notice to the contrary.

         SECTION 2.07. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

                  (a) Each Class of Notes shall accrue interest at the
related Interest Rate, and such interest shall be payable on each
Distribution Date as specified therein. Any installment of interest or
principal, if any, payable on any Note which is punctually paid or duly
provided for by the Issuer on the applicable Distribution Date shall be paid
to the Person in whose name such Note (or one or more Predecessor Notes) is
registered on the Record Date, by check mailed first-class, postage prepaid,
to such Person's address as it appears on the Note Register on such Record
Date, except that, unless Definitive Notes have been issued pursuant to
SECTION 2.11, with respect to the Notes registered on the Record Date in the
name of the nominee of the Clearing Agency (initially, such nominee to be
Cede & Co.), payment will be made by wire transfer in immediately available
funds to the account designated by such nominee, except for the final
installment of principal payable with respect to such Note on a Distribution
Date or on the related Final Distribution Date, as the case may be, which
shall be payable as provided below. The funds represented by any such checks
returned undelivered shall be held in accordance with SECTION 3.03.

                  (b) The principal of each Note shall be payable on each
Distribution Date to the extent provided in the form of the related Note set
forth as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid
principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which the maturity of the Notes has been accelerated in
the manner provided in SECTION 5.02. All principal payments on each Class of
Notes shall be made pro rata to the Noteholders of such Class entitled
thereto. The Indenture Trustee shall notify the Person in whose name a Note
is registered at the close of business on the Record Date preceding the
Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be
mailed as provided in SECTION 10.02 not later than three Business Days after
such Record Date and shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of
such installment. Notices in connection with mandatory prepayments of Notes
shall be mailed to Noteholders as provided in SECTION 10.02.

         SECTION 2.08. CANCELLATION. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer
may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be
promptly cancelled by the Indenture Trustee. No Notes shall be authenticated
in lieu of or in exchange for any Notes cancelled as provided in this
Section, except as expressly permitted by this Indenture. All cancelled Notes
may be held or disposed of by the Indenture Trustee in accordance with its
standard retention or disposal policy as in effect at the time unless the
Issuer shall direct by an Issuer Order that they be destroyed or

                                       14

<PAGE>

returned to it, provided that such Issuer Order is timely and the Notes have
not been previously disposed of by the Indenture Trustee.

         SECTION 2.09. BOOK-ENTRY NOTES. The Notes, upon original issuance,
will be issued in the form of a typewritten Note or Notes representing the
Book-Entry Notes, to be delivered to DTC, the initial Depository, by, or on
behalf of, the Issuer. Such Notes shall initially be registered on the Note
Register in the name of Cede & Co., the nominee of the initial Clearing
Agency, and no Noteholder will receive a Definitive Note representing such
Noteholder's interest in such Note, except as provided in SECTION 2.11.
Unless and until definitive, fully registered Notes (the "Definitive Notes")
have been issued to Noteholders pursuant to SECTION 2.11:

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

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

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

                  (iv) the rights of Noteholders shall be exercised only
through the Clearing Agency and shall be limited to those established by law
and agreements between such Noteholders and the Clearing Agency and/or the
Clearing Agency Participants, and all references in this Indenture to actions
by the Noteholders shall refer to actions taken by the Clearing Agency upon
instructions from the Clearing Agency Participants, and all references in
this Indenture to distributions, notices, reports and statements to the
Noteholders shall refer to distributions, notices, reports and statements to
the Clearing Agency, as registered holder of the Notes, as the case may be,
for distribution to the Noteholders in accordance with the procedures of the
Clearing Agency. Pursuant to the Note Depository Agreement, unless and until
Definitive Notes are issued pursuant to SECTION 2.11, the Clearing Agency
will make book-entry transfers among the Clearing Agency Participants and
receive and transmit payments of principal of and interest on the Notes to
such Clearing Agency Participants;

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

                  (vi) without the consent of the Issuer and the Indenture
Trustee, no such Note may be transferred by the Clearing Agency except to a
successor Clearing Agency that agrees to hold such Note for the account of
the Owners or except upon the election of the Owner thereof or a subsequent
transferee to hold such Note in physical form.

                                       15

<PAGE>

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

         SECTION 2.10. NOTICES TO CLEARING AGENCY. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Noteholders pursuant to
SECTION 2.11, the Indenture Trustee shall give all such notices and
communications specified herein to be given to Noteholders of the Notes to
the Clearing Agency, and shall have no obligation to the Noteholders.

         SECTION 2.11. DEFINITIVE NOTES. If (i)(A) the Administrator advises
the Indenture Trustee in writing that the Clearing Agency is no longer
willing or able to properly discharge its responsibilities as described in
the Note Depository Agreement, and (B) Indenture Trustee or the Administrator
is unable to locate a qualified successor, (ii) the Administrator at its
option advises the Indenture Trustee in writing that it elects to terminate
the book-entry system through the Clearing Agency, or (iii) after the
occurrence of an Event of Default or Servicer Default, the Noteholders
representing not less than 50% of the Outstanding Amount of such Class of
Notes advises the Indenture Trustee and the Clearing Agency through the
Clearing Agency Participants in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
related Noteholders, then the Indenture Trustee shall notify all Noteholders
of the related Class of Notes, through the Clearing Agency, of the occurrence
of any such event and of the availability of Definitive Notes of the related
Class of Notes to Noteholders requesting the same. Upon surrender to the
Indenture Trustee of the Note or Notes representing the Book-Entry Notes by
the Clearing Agency, accompanied by registration instructions, the Issuer
shall execute and the Indenture Trustee shall authenticate the Definitive
Notes in accordance with the instructions of the Clearing Agency. None of the
Issuer, the Note Registrar or the Indenture Trustee shall be liable for any
delay in delivery of such instructions and may conclusively rely on, and
shall be protected in relying on, such instructions. Upon the issuance of
Definitive Notes of a Class, the Indenture Trustee shall recognize the
Noteholders of the Definitive Notes as Noteholders hereunder.

         The Indenture Trustee shall not be liable if the Indenture Trustee
or the Administrator is unable to locate a qualified successor Clearing
Agency. The Definitive Notes shall be typewritten, printed, lithographed or
engraved or produced by any combination of these methods (with or without
steel engraved borders), all as determined by the officers executing such
Notes, as evidenced by their execution of such Notes.

         SECTION 2.12. RELEASE OF COLLATERAL. Subject to SECTIONS 4.04, 8.04
and 11.01 and the terms of the Transaction Documents, the Indenture Trustee
shall release property from the lien of this Indenture only upon receipt of
an Issuer Request accompanied by an Officer's Certificate.

         SECTION 2.13. TAX TREATMENT. The Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for
federal, state and local income, single business and franchise tax purposes,
the Notes will qualify as indebtedness of the Issuer secured by the
Collateral. The Issuer, by entering into this Indenture, and each Noteholder,
by its acceptance of its Note agree to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness of
the Issuer.

                                       16

<PAGE>

                                  ARTICLE Three

                                    COVENANTS

         SECTION 3.01. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will
duly and punctually pay the principal of and interest, if any, on the Notes
in accordance with the terms of the Notes and this Indenture. Without
limiting the foregoing, subject to SECTION 8.02(c), the Issuer will cause to
be distributed all amounts on deposit in the Note Distribution Account on a
Distribution Date deposited therein pursuant to the Sale and Servicing
Agreement (i) for the benefit of the Class A-1 Notes, to the Class A-1
Noteholders, (ii) for the benefit of the Class A-2 Notes, to the Class A-2
Noteholders, (iii) for the benefit of the Class A-3 Notes, to the Class A-3
Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class A-4
Noteholders and (v) for the benefit of the Class B Notes, to the Class B
Noteholders. Amounts properly withheld under the Code by any Person from a
payment to any Noteholder of interest and/or principal shall be considered as
having been paid by the Issuer to such Noteholder for all purposes of this
Indenture.

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

         SECTION 3.03. MONEY FOR PAYMENTS TO BE HELD IN TRUST. As provided in
SECTION 8.02, all payments of amounts due and payable with respect to any
Notes that are to be made from amounts withdrawn from the Collection Account
and the Note Distribution Account pursuant to SECTION 8.02(b) shall be made
on behalf of the Issuer by the Indenture Trustee or by another Paying Agent,
and no amounts so withdrawn from the Collection Account and the Note
Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

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

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

                                       17

<PAGE>

                  (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) in the making of any
         payment required to be made with respect to the Notes;

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

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

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

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

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

                                       18

<PAGE>

of the Indenture Trustee or of any Paying Agent, at the last address of
record for each such Holder).

         SECTION 3.04. EXISTENCE. The Issuer will keep in full effect its
existence, rights and franchises as a business trust under the laws of the
State of Delaware (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other state or of the United States,
in which case the Issuer will keep in full effect its existence, rights and
franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Collateral.

         SECTION 3.05. PROTECTION OF COLLATERAL. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the
Indenture Trustee on behalf of the Noteholders to be prior to all other liens
in respect of the Collateral, and the Issuer shall take all actions necessary
to obtain and maintain, for the benefit of the Indenture Trustee on behalf of
the Noteholders, a first lien on and a first priority, perfected security
interest in the Collateral. The Issuer will from time to time execute and
deliver all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments of further assurance and
other instruments, all as prepared by the Servicer and delivered to the
Issuer, and will take such other action necessary or advisable to:

                  (i) grant more effectively all or any portion of the
         Collateral;

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

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

                  (iv) enforce any of the Collateral;

                  (v) preserve and defend title to the Collateral and the rights
         of the Indenture Trustee and the Noteholders in such Collateral against
         the claims of all persons and parties; and

                  (vi) pay all taxes or assessments levied or assessed upon the
         Collateral when due.

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

         SECTION 3.06. OPINIONS AS TO COLLATERAL.

                  (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel to the effect that, in the opinion of
such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to create

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<PAGE>

and continue the Indenture Trustee's first priority perfected security
interest in the Collateral for the benefit of the Noteholders, and reciting
the details of such filings or (ii) no such action shall be necessary to
perfect such security interest; and

                  (b) Within 90 days after the beginning of each calendar year
beginning with the first calendar year beginning more than three months after
the Cut-Off Date, the Issuer shall furnish to the Indenture Trustee an Opinion
of Counsel, dated as of a date during such 90-day period, to the effect that, in
the opinion of such counsel, either (i) all financing statements and
continuation statements have been executed and filed that are necessary to
create and continue the Indenture Trustee's first priority perfected security
interest in the Collateral for the benefit of the Noteholders, and reciting the
details of such filings or referring to prior Opinions of Counsel in which such
details are given, or (ii) no such action shall be necessary to perfect such
security interest.

         SECTION 3.07. PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.

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

                  (b) The Issuer may contract with other Persons to assist it in
performing its duties and obligations under this Indenture, and any performance
of such duties by a Person identified to the Indenture Trustee in an Officer's
Certificate shall be deemed to be action taken by the Issuer. The Indenture
Trustee shall not be responsible for the action or inaction of the Servicer or
the Administrator. Initially, the Issuer has contracted with the Servicer and
the Administrator to assist the Issuer in performing its duties under this
Indenture.

                  (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Sale and Servicing Agreement in accordance with and within the
time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Transaction Document or any provision thereof without the consent
of the Indenture Trustee or the Holders of at least a majority of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, Class A-3 Notes
and the Class A-4 Notes, voting as a single class, or if there are no Class A-1
Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes outstanding, the
Holders of at least a majority of the Outstanding Amount of the Class B Notes;
PROVIDED that no such amendment shall (i) increase or reduce in any manner the
amount of, or accelerate or delay the timing of, distributions that are required
to be made for the benefit of the Noteholders, or (ii) reduce the aforesaid
percentage of the Notes which are required to consent to any such amendment,
without the consent of the Holders of all the Outstanding Notes.


                                      20
<PAGE>

                  (d) If the Issuer shall have knowledge of the occurrence of a
Servicer Default, the Issuer shall promptly notify the Indenture Trustee and
each Rating Agency thereof. Upon any termination of the Servicer's rights and
powers pursuant to the Sale and Servicing Agreement, the Issuer shall promptly
notify the Indenture Trustee. As soon as a successor Servicer is appointed, the
Issuer shall notify the Indenture Trustee and the Rating Agencies of such
appointment, specifying in such notice the name and address of such successor
Servicer.

         SECTION 3.08. NEGATIVE COVENANTS. Until the Termination Date, the
Issuer shall not:

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

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien created by this Indenture
         to be amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenant; or obligations with
         respect to the Notes under this Indenture except as may be expressly
         permitted hereby, (B) 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 Collateral or any part thereof or any interest therein or
         the proceeds thereof (other than tax liens, mechanics' liens and other
         liens that arise by operation of law, in each case on a Financed
         Vehicle and arising solely as a result of an action or omission of the
         related Obligor) or (C) permit the lien created by this Indenture not
         to constitute a valid first priority (other than with respect to any
         such tax, mechanics' or other lien) security interest in the
         Collateral;

                  (iv) hire or retain any employees; or

                  (iv) dissolve or liquidate in whole or in part.

         SECTION 3.09. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will
deliver to the Indenture Trustee, on or before 120 days after the end of each
fiscal year of the Issuer (commencing with the fiscal year ended December 31,
2000), an Officer's Certificate stating, as to the Authorized Officer signing
such Officer's Certificate, that:

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

                  (ii) to the best of such Authorized Officer's knowledge, based
         on such review, the Issuer has complied with all conditions and
         covenants under this Indenture throughout such year, or, if there has
         been a default in the compliance of any such condition or


                                      21
<PAGE>

         covenant, specifying each such default known to such Authorized
         Officer and the nature and status thereof.

         SECTION 3.10. ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.

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

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

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

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

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

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel (which shall
         describe the actions taken as required by clause (v) above or that no
         such actions will be taken) each stating that such consolidation or
         merger and such supplemental indenture comply with this Article Three
         and that all conditions precedent herein provided for relating to such
         transaction have been compiled with (including any filing required by
         the Exchange Act); and

                  (vii) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger has a net worth, immediately
         after such consolidation or merger, that is (A) greater than zero and
         (B) not less than the net worth of the Issuer immediately prior to
         giving effect to such consolidation or merger.

                  (b) The Issuer shall not convey or transfer all or
substantially all of its properties or assets, including those included in the
Collateral, to any Person (except as expressly permitted by the Transaction
Documents), unless:


                                      22
<PAGE>

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

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

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

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

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel (which shall
         describe the actions taken as required by clause (v) above or that no
         such actions will be taken) each stating that such conveyance or
         transfer and such supplemental indenture comply with this ARTICLE THREE
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with (including any filings required by
         Exchange Act); and

                  (vii) the Issuer has a net worth, immediately after such
         conveyance or transfer, that is (A) greater than zero and (B) not less
         than the net worth of the Issuer immediately prior to giving effect to
         such conveyance or transfer.

         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)


                                      23
<PAGE>

shall succeed to, and be substituted for, and may exercise every right and
power of, the Issuer under this Indenture with same effect as if such Person
has been named as the Issuer herein.

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

         SECTION 3.12. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Contracts in the manner contemplated by this Indenture and the other Transaction
Documents and activities incidental thereto.

         SECTION 3.13. NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Notes and (ii) any other Indebtedness permitted
by or arising under the other Transaction Documents.

         SECTION 3.14. SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with its obligations under the Sale and Servicing Agreement.

         SECTION 3.15. GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES. Except
as otherwise contemplated by the Transaction Documents, the Issuer shall not
make any loan or advance or credit to, or guarantee (directly or indirectly or
by an instrument having the effect of assuming 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,
any other interest in, or make any capital contribution to, any other Person.

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

         SECTION 3.17. RESTRICTED PAYMENTS. Except as permitted by the
Transaction Documents, the Issuer shall not, directly or indirectly, (i) pay any
dividend or make any distribution (by reduction of capital or otherwise),
whether in cash, property, securities or a combination thereof, to the Owner
Trustee or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer, (ii) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or security or (iii) set aside or
otherwise segregate any amounts for any such purpose; provided, however, that
the Issuer may make, or cause to be made, (A) distributions to the Servicer, the
Depositor, the Owner Trustee and the Certificateholders as contemplated by, and
to the extent funds are available for such purpose under, the Sale and Servicing
Agreement or the Trust Agreement and (B) payments to the Indenture Trustee and
the Owner Trustee pursuant to SECTION 1(a)(ii) of the Administration Agreement.
The Issuer will not, directly or indirectly, make payments to or distributions
from the Collection Account except in accordance with this Indenture and the
other Transaction Documents.


                                      24
<PAGE>

         SECTION 3.18. NOTICE OF EVENTS OF DEFAULT. The Issuer agrees to give
the Indenture Trustee and each Rating Agency prompt written notice of each Event
of Default hereunder and each Servicer Default under the Sale and Servicing
Agreement.

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

         SECTION 3.20. 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 and adversely affect the ability of
the Issuer to perform its obligations under the Notes, this Indenture or any
other Transaction Document.

         SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST
AGREEMENT. The Issuer shall not agree to any amendment to SECTION 11.01 of the
Trust Agreement to eliminate the requirements thereunder that the Indenture
Trustee or the Holders of the Notes consent to amendments thereto as provided
therein.

         SECTION 3.22. REMOVAL OF ADMINISTRATOR. So long as any Notes are issued
and outstanding, the Issuer shall not remove the Administrator without cause
unless the Rating Agency Condition shall have been satisfied in connection with
such removal.

                                  ARTICLE FOUR

                           SATISFACTION AND DISCHARGE

         SECTION 4.01. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) SECTIONS 3.01, 3.02, 3.03, 3.04,
3.05, 3.07, 3.08, 3.10, 3.11, 3.12, 3.13, 3.20 and 3.21, (v) the rights,
obligations and immunities of the Indenture Trustee hereunder (including the
rights of the Indenture Trustee under SECTION 6.07 and the obligations of the
Indenture Trustee under SECTION 4.02) and (vi) the rights of Noteholders as
beneficiaries hereof with respect to the property so deposited with the
Indenture Trustee payable to all or any of them, and the Indenture Trustee, on
demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, when

                  (A)      either

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


                                      25
<PAGE>

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

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at the
                  their respective final Distribution Dates within one year, or

                                    (iii) are subject to mandatory prepayment
                  within one year under arrangements satisfactory to the
                  Indenture Trustee for the giving of notice of prepayment by
                  the Indenture Trustee in the name, and at the expense, of the
                  Issuer, and the Issuer, in the case of (i), (ii) or (iii)
                  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
                  (which will mature prior to the date such amounts are
                  payable), in trust in an Eligible Account for such purpose, in
                  an amount sufficient to pay and discharge the entire unpaid
                  principal and accrued interest on such Note not theretofore
                  delivered to the Indenture Trustee for cancellation when due
                  on their respective final scheduled Distribution Date (if
                  Notes shall be subject to mandatory prepayment pursuant to
                  SECTION 10.01(a)), as the case maybe;

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

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

         SECTION 4.02. APPLICATION OF TRUST MONEY. All moneys deposited with the
Indenture Trustee pursuant to SECTION 4.01 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 for the payment of which
such moneys have been deposited with the Indenture Trustee, of all sums due and
to become due thereon for principal and interest; but such moneys need not be
segregated from other funds except to the extent required herein or in the Sale
and Servicing Agreement or required by law.

         SECTION 4.03. REPAYMENT OF MONEYS HELD BY PAYING AGENT. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Indenture Trustee under
the provisions of this Indenture with respect to such Notes shall, upon demand
of the Issuer, be paid to the Indenture Trustee to be held and applied according
to SECTION 3.03 and thereupon such Paying Agent shall be released from all
further liability with respect to such moneys.


                                      26
<PAGE>

         SECTION 4.04. RELEASE OF COLLATERAL. Subject to SECTION 11.01 and the
terms of the Transaction Documents, the Indenture Trustee shall release property
from the lien of this Indenture only upon receipt of an Issuer Request
accompanied by an Officer's Certificate and an Opinion of Counsel and
Independent Certificates in accordance with TIA Sections 314(c) and 314(d)(1) or
an Opinion of Counsel in lieu of such Independent Certificates to the effect
that the TIA does not require any such Independent Certificates.

         SECTION 4.05. DURATION OF THE POSITION OF THE INDENTURE TRUSTEE FOR THE
BENEFIT OF CERTIFICATEHOLDERS. Notwithstanding (i) the earlier payment in full
of all principal and interest due to the Noteholders under the terms of the
Notes of each Class, (ii) the cancellation of the Notes pursuant to SECTION 2.08
and (iii) the discharge of the Indenture Trustee's duties hereunder with respect
to the Notes, the Indenture Trustee shall continue to act in the capacity of the
Indenture Trustee hereunder for the benefit of the Certificateholders, and the
Indenture Trustee, for the benefit of the Certificateholders, shall comply with
its obligations under the Sale and Servicing Agreement, as appropriate, until
such time as all distributions in respect of the Certificate Balance and
interest due to the Certificateholders have been paid in full.

                                  ARTICLE FIVE

                                    REMEDIES

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

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

                  (ii) default in the payment of the unpaid amount of any Class
of Notes on the final Distribution Date for such Class;

                  (iii) default in the observance or performance of any covenant
or agreement of the Issuer made in this Indenture (other than a covenant or
agreement, a default in the observance or performance of which is elsewhere in
this Section specifically dealt with) which default has a material adverse
effect on the Noteholders, or any representation or warranty of the Issuer made
in this Indenture or in any certificate or other writing delivered pursuant
hereto or in connection herewith proving to have been incorrect in any material
respect as of the time when the same shall have been made, and such default
shall continue or not be cured, or the circumstance or condition in respect of
which such misrepresentation or warranty was incorrect shall not have been
eliminated or otherwise cured, for a period of 60 days after there shall have
been given, by registered or certified mail, to the Indenture Trustee by the
Holders of at least 25% of the Outstanding Amount of the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, taken together as
a single class, or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3
Notes or Class A-4 Notes Outstanding, by the Holders of at least 25% of the


                                      27
<PAGE>

Outstanding Amount of the Class B Notes a written notice specifying such default
or incorrect representation or warranty and requiring it to be remedied and
stating that such notice is a "Notice of Default" hereunder;

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

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

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

         SECTION 5.02. RIGHTS UPON EVENT OF DEFAULT. If an Event of Default
shall have occurred and be continuing, other than an Event of Default described
in SECTION 5.01(iv) or (v) above, the Indenture Trustee or Holders holding Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes representing more
than 50% of the aggregate Outstanding Amount of the Class A-1 Notes, the Class
A-2 Notes, the Class A-3 Notes and the Class A-4 Notes or, if there are no Class
A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding,
Holders holding Class B Notes representing more than 50% of the Outstanding
Amount of the Class B Notes may declare the principal amount of the Notes
immediately due and payable at par. At any time after such declaration of
acceleration of maturity has been made and before a judgment or decree for
payment of the money due has been obtained by the Indenture Trustee as
hereinafter in this ARTICLE 5, PROVIDED, Holders holding Class A-1 Notes, Class
A-2 Notes, Class A-3 Notes or Class A-4 Notes representing more than 50% of the
aggregate Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, Class
A-3 Notes and the Class A-4 Notes or, if there are no Class A-1 Notes, Class A-2
Notes, Class A-3 Notes or Class A-4 Notes Outstanding, Holders holding Class B
Notes representing more than 50% of the Outstanding Amount of the Class B Notes
may rescind such declaration if (i) the Issuer has made all payments of
principal of and interest on all Notes when the same becomes due and payable and
(ii) the Issuer has paid all amounts due and payable to the Indenture Trustee.
If an Event of Default described in SECTION 5.01(iv) or (v) shall have occurred
and be continuing, the principal amount of the Notes shall become immediately
due and payable.


                                      28
<PAGE>

         SECTION 5.03. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
INDENTURE TRUSTEE; AUTHORITY OF INDENTURE TRUSTEE.

                  (a) The Issuer covenants that if the Notes are accelerated
following the occurrence of an Event of Default, the Issuer will, upon demand of
the Indenture Trustee, pay to it, for the benefit of the Holders of the Notes,
the whole amount then due and payable on such Notes for principal and interest,
with interest upon the overdue principal, and, to the extent payment at such
rate of interest shall be legally enforceable, upon overdue installments of
interest, at the applicable Interest Rate and in addition thereto such further
amount as shall be sufficient to cover costs and expenses of collection,
including the reasonable compensation, expenses, disbursements and advances of
the Indenture Trustee and its agents and counsel.

                  (b) The Indenture Trustee following the occurrence of an Event
of Default, shall have full right, power and authority to take, or defer from
taking, any and all acts with respect to the administration, maintenance or
disposition of the Collateral.

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

                  (d) In case 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 Collateral, Proceedings under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or other similar
law, or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of 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, shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

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


                                      29
<PAGE>

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

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

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

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

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

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

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

         SECTION 5.04. REMEDIES. If an Event of Default shall have occurred and
be continuing, the Indenture Trustee (subject to SECTION 5.05) may do one or
more of the following:


                                      30
<PAGE>

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

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

                  (iii) exercise any remedies of a secured party under the UCC
and any other remedy available to the Indenture Trustee and take any other
appropriate action to protect and enforce the rights and remedies of the
Indenture Trustee on behalf of the Noteholders under this Indenture or the
Notes; and

                  (iv) sell the Collateral or any portion thereof or rights or
interest therein, at one or more public or private sales called and conducted in
any manner permitted by law; PROVIDED, HOWEVER, that the Indenture Trustee may
not sell or otherwise liquidate the Collateral following an Event of Default,
unless (A) the Holders of 100% of the Outstanding Amount of the Notes, consent
thereto, (B) the proceeds of such sale or liquidation distributable to the
Noteholders are sufficient to discharge in full all amounts then due and unpaid
upon such Notes for principal and interest or (C) there has been an Event of
Default described in SECTION 5.01(i) or (ii) and the Indenture Trustee
determines that the Collateral will not continue to provide sufficient funds for
the payment of principal of and interest on the Notes as they would have become
due if the Notes had not been declared due and payable, and the Indenture
Trustee obtains the consent of Holders representing not less than 66-2/3% of the
Outstanding Amount of the Notes. In determining such sufficiency or
insufficiency with respect to clauses (B) and (C), the Indenture Trustee may, at
the expense of the Issuer, 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
Collateral for such purpose.

         SECTION 5.05. OPTIONAL PRESERVATION OF THE CONTRACTS. Following an
Event of Default and such Event of Default has not been rescinded and annulled,
the Indenture Trustee may, but need not, elect to maintain possession of the
Collateral. It is the desire of the parties hereto and the Noteholders that
there be at all times sufficient funds for the payment of principal and interest
on the Notes, and the Indenture Trustee shall take such desire into account when
determining whether or not to maintain possession of the Collateral. In
determining whether to maintain possession of the Collateral, the Indenture
Trustee may, at the expense of the Issuer, 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 Collateral for such purpose.

         SECTION 5.06. PRIORITIES.

                  (a) If the Indenture Trustee collects any money or property
pursuant to this ARTICLE FIVE, it shall pay out the money or property in the
following order and priority:

                  (i) amounts due and owing to the Indenture Trustee pursuant to
         SECTION 6.07; and


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<PAGE>

                  (ii) to the Collection Account for distribution pursuant to
         the priorities described in SECTION 7.03(a) of the Sale and Servicing
         Agreement and not previously distributed, in the order of such
         priorities and without preference or priority of any kind within such
         priorities.

         SECTION 5.07. LIMITATION OF SUITS. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

                  (ii) the Holders of not less than 25% of the Outstanding
Amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the
Class A-4 Notes or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3
Notes or Class A-4 Notes Outstanding, Holders of not less than 25% of the
Outstanding Amount of the Class B Notes have made written request to the
Indenture Trustee to institute such Proceeding in respect of such Event of
Default in its own name as Indenture Trustee hereunder;

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

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

                  (v) no direction inconsistent with such written request has
been given to the Indenture Trustee during such 60-day period by the Holders of
a majority of the Outstanding Amount of the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, voting together as a single
class, or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or
Class A-4 Notes Outstanding, Holders of a majority of the Outstanding Amount of
the Class B Notes.

It is understood and intended that no one or more Holders of Notes shall have
any right in any manner whatever by virtue of, or by availing of, any provision
of this Indenture to affect, disturb or prejudice the rights of any other
Holders of Notes or to obtain or to seek to obtain priority or preference over
any other Holders or to enforce any right under this Indenture, except in the
manner herein provided.

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Class
A-1 Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes or
the Class B Notes, as the case may be, the Indenture Trustee shall act at the
direction of the group of Holders of Notes with the greater Outstanding Amount
of Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4 Notes or Class B
Notes, as the case may be; PROVIDED, HOWEVER, if the Indenture Trustee receives
conflicting or inconsistent requests and indemnity from two or more groups of
Holders of Notes representing an equal Outstanding


                                      32
<PAGE>

Amount of the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes, Class A-4
Notes or Class B Notes, the Indenture Trustee in its sole discretion may
determine what action, if any, shall be taken, notwithstanding any other
provisions of this Indenture.

         SECTION 5.08. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL
AND INTEREST. Notwithstanding any other provisions in the 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 and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Holder.

         SECTION 5.09. RESTORATION OF RIGHTS AND REMEDIES. If the Indenture
Trustee or any Noteholder has instituted any Proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Indenture
Trustee or to such Noteholder, then and in every such case the Indenture Trustee
and the Noteholders shall, subject to any determination in such Proceeding, be
restored severally and respectively to their former positions hereunder, and
thereafter all rights and remedies of the Indenture Trustee and the Noteholders
shall continue as though no such Proceeding had been instituted.

         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE. No right or remedy herein
conferred upon or reserved to the Indenture Trustee or to the Noteholders is
intended to be exclusive of any other right or remedy, and every right and
remedy shall, to the extent permitted by law, be cumulative and in addition to
every other right and remedy given hereunder or now or hereafter existing at law
or in equity or otherwise. The assertion or employment of any right or remedy
hereunder, or otherwise, shall not prevent the concurrent assertion or
employment of any other appropriate right or remedy.

         SECTION 5.11. DELAY OR OMISSION NOT A WAIVER. No delay or omission of
the Indenture Trustee or any Holder of any Note to exercise any right or remedy
accruing upon any Default of 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 FIVE or by
law to the Indenture Trustee or to the Noteholders may be exercised from time to
time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Noteholders, as the case may be.

         SECTION 5.12. CONTROL BY NOTEHOLDERS. The Holders representing more
than 50% of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes,
the Class A-3 Notes and the Class A-4 Notes, or, if there are no Class A-1
Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes Outstanding, Holders
representing more than 50% of the Outstanding Amount of the Class B Notes shall
have the right to direct the time, method and place of conducting any Proceeding
for any remedy available to the Indenture Trustee with respect to the Notes or
exercising any trust or power conferred on the Indenture Trustee; provided that:

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


                                      33
<PAGE>

                  (ii) subject to the terms of SECTION 5.04, any direction to
the Indenture Trustee to sell or liquidate the Collateral shall be by the
Holders of Notes representing not less than 100% of the Outstanding Amount of
the Notes;

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

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

                  (v) such direction shall be in writing.

Notwithstanding the rights of Noteholders set forth in this Section, subject to
SECTION 6.01, the Indenture Trustee need not take any action that it determines
might involve it in liability or might materially and adversely affect the
rights of any Noteholders not consenting to such action.

         SECTION 5.13. WAIVER OF PAST DEFAULTS. In the case of any waiver of an
Event of Default, the Issuer, the Indenture Trustee and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereto. Upon any such waiver, such Default shall cease to
exist and be deemed to have been cured and not to have occurred, for every
purpose of this Indenture; but no such waiver shall extend to any subsequent or
other Default or Event of Default or impair any right consequent thereto.

         SECTION 5.14. UNDERTAKING FOR COSTS. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture Trustee, the filing by any party litigant in such suit of an
undertaking to pay the costs of such suit and that such court may in its
discretion assess reasonable costs, including reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Noteholder, or group of
Noteholders, in each case holding in the aggregate more than 10% of the
Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes, or, if there are no Class A-1 Notes, Class A-2
Notes, Class A-3 Notes or Class A-4 Notes Outstanding, any Noteholder or group
of Noteholders holding in the aggregate 10% of the Outstanding Amount of the
Class B Notes or (iii) any suit instituted by any Noteholder for the enforcement
of the payment of principal of or interest on any Note on or after the
respective due dates expressed in such Note and in this Indenture.

         SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever


                                      34
<PAGE>

enacted, now or at any time hereafter in force, that may affect the covenants
or the performance of this Indenture; and the Issuer (to the extent that it
may lawfully do so) hereby expressly waives all benefit or advantages of any
such law, and covenants that it will not hinder, delay or impede the
execution of any power herein granted to the Indenture Trustee, but will
suffer and permit the execution of every such power as though no such law had
been enacted.

         SECTION 5.16. ACTION ON NOTES. The Indenture Trustee's right to seek
and recover judgment on the Notes or under this Indenture shall not be affected
by the seeking, obtaining or application of any other relief under or with
respect to this Indenture. Neither the lien of this Indenture nor any rights or
remedies of the Indenture Trustee or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee against the Issuer or by the
levy of any execution under such judgment upon any portion of the Collateral or
upon any of the assets of the Issuer. Any money or property collected by the
Indenture Trustee shall be applied in accordance with SECTION 5.06.

         SECTION 5.17. PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.

                  (a) Promptly following a request from the Indenture Trustee to
do so and at the Administrator's expense, the Issuer shall take all such lawful
action as the Indenture Trustee may request to compel or secure the performance
and observance by the Depositor and the Servicer, as applicable, of each of
their respective obligations to the Issuer under or in connection with the Sale
and Servicing 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 Sale and Servicing Agreement to the
extent and in the manner directed by the Indenture Trustee, including the
transmission of notices of default on the part of the Depositor or the Servicer
thereunder and the institution of legal of administrative actions or proceedings
to compel or secure performance by the Depositor or the Servicer of each of
their respective obligations under the Sale and Servicing Agreement.

                  (b) If an Event of Default of which a Responsible Officer of
the Indenture Trustee has actual knowledge has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing, including facsimile) of the Holders representing not less than 66-2/3%
of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, voting together as a single class, or, if
there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4
Notes Outstanding, Holders representing not less than 66 2/3% of the Outstanding
Amount of the Class B Notes shall, foreclose upon its security interest in the
Issuer's rights under the Sale and Servicing Agreement and exercise all rights,
remedies, powers, privileges and claims of the Issuer against the Depositor or
the Servicer under or in connection with the Sale and Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Depositor or the Servicer of each of their obligations to
the Issuer thereunder and to give any consent, request, notice, direction,
approval, extension or waiver under the Sale and Servicing Agreement, and any
right of the Issuer to take such action shall be suspended.


                                      35
<PAGE>

                                   ARTICLE SIX

                              THE INDENTURE TRUSTEE

         SECTION 6.01. DUTIES OF INDENTURE TRUSTEE.

                  (a) If an Event of Default of which a Responsible Officer of
the Indenture Trustee has actual knowledge has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and the Sale and Servicing Agreement and in 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 of
which a Responsible Officer of the Indenture Trustee has actual knowledge:

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

                           (ii) in the absence of bad faith or manifest error 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; however,
         the Indenture Trustee shall examine the certificates and opinions to
         determine whether or not they conform to the requirements of this
         Indenture and the other Transaction Documents to which the Indenture
         Trustee is a party.

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

                           (i) this paragraph does not limit the effect of
         SECTION 6.01(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;

                           (iii) the Indenture Trustee shall not be liable with
         respect to any action it takes or omits to take in good faith in
         accordance with a direction received by it pursuant to SECTION 5.12;

                           (iv) the Indenture Trustee shall not be required to
         take notice or be deemed to have notice or knowledge of any default
         unless a Responsible Officer of the Indenture Trustee shall have
         received written notice thereof. In the absence of receipt of such
         notice, the Indenture Trustee may conclusively assume that there is no
         default; and

                           (v) the Indenture Trustee shall have no duty (A) to
         see to any recording, filing, or depositing of this Indenture or any
         agreement referred to herein or


                                      36
<PAGE>

         any financing statement or continuation statement evidencing a
         security interest, or to see to the maintenance of any such
         recording or filing or depositing or to any rerecording, refiling or
         redepositing of any thereof, (B) to see to any insurance, (C) to see
         to the payment or discharge of any tax, assessment, or other
         governmental charge or any lien or encumbrance of any kind owing
         with respect to, assessed or levied against, any part of the
         Collateral other than from funds available in the Collection
         Account, (D) except as provided in SECTION 6.01(b)(ii), to confirm
         or verify the contents of any reports or certificates of the
         Servicer deliver to the Indenture Trustee pursuant to this Indenture
         believed by the Indenture Trustee to be genuine and to have been
         signed or presented by the proper party or parties.

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

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

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

                  (g) 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 against such risk or liability is
not reasonably assured to it.

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

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

         SECTION 6.02. RIGHTS OF INDENTURE TRUSTEE.

                  (a) The Indenture Trustee may rely on and shall be protected
in acting or refraining from acting on any opinion, resolution, statement,
notice, request, consent or any other 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 (with respect to factual matters) or an
Opinion of Counsel, as applicable. The Indenture Trustee shall not be liable for
any action it takes or omits to take in good faith in reliance on the Officer's
Certificate or Opinion of Counsel.


                                      37
<PAGE>

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

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

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

                  (f) The Indenture Trustee shall be under no obligation to
institute, conduct or defend any litigation under this Indenture or in relation
to this Indenture or exercise any remedy hereunder at the request, order or
direction of any of the Holders of Notes, pursuant to the provisions of this
Indenture, unless such Holders of Notes shall have offered to the Indenture
Trustee reasonable security or indemnity against the costs, expenses and
liabilities that may be incurred therein or thereby; provided, however, that the
Indenture Trustee shall, upon the occurrence of an Event of Default (that has
not been cured), exercise the rights and powers vested in it by this Indenture
in a manner consistent with SECTION 6.01.

                  (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, consent, order,
approval, bond or other paper or document, unless so requested by the Holders of
Notes evidencing not less than 25% of the Outstanding Amount of the Notes;
provided, however, that if the payment within a reasonable time to the Indenture
Trustee of the costs, expenses or liabilities likely to be incurred by it in the
making of such investigation is, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture or the Sale and Servicing Agreement, the Indenture
Trustee may require reasonable indemnity against such cost, expense or liability
as a condition to so proceeding; the reasonable expense of every such
examination shall be paid by the Person making such request, or, if paid by the
Indenture Trustee, shall be reimbursed by the Person making such request upon
demand.

                  (h) The right of the Indenture Trustee to perform any
discretionary act enumerated in this Indenture shall not be construed as a duty,
and the Indenture Trustee shall not be answerable for other than its negligence
or willful misconduct in the performance of such act.

                  (i) Notwithstanding anything in this Agreement to the
contrary, in no event shall the Indenture Trustee be liable for special,
indirect or consequential loss or damage of any kind whatsoever (including but
not limited to lost profits), even if the Indenture Trustee has been advised of
the likelihood of such loss or damage and regardless of the form of action.


                                      38
<PAGE>

                  (j) The Indenture Trustee shall not be required to give any
bond or surety in respect of the execution of the Trust Estate created hereby or
the powers granted hereunder.

         SECTION 6.03. INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or its Affiliates with the same
rights it would have if it were not Indenture Trustee. Any Paying Agent, Note
Registrar, co-registrar or co-paying agent may do the same with like rights.
However, the Indenture Trustee is required to comply with SECTION 6.11.

         SECTION 6.04. INDENTURE TRUSTEE'S DISCLAIMER. The Indenture Trustee
shall not be responsible for and makes no representation as to the validity or
adequacy of this Indenture, the Collateral 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 this 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 6.05. NOTICE OF DEFAULTS. If a Default occurs and is continuing
and if it is known or written notice of the existence thereof has been delivered
to a Responsible Officer of the Indenture Trustee, the Indenture Trustee shall
mail to each Noteholder notice of the Default within 90 days after such
knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on any Note, the Indenture Trustee may withhold the
notice if and so long as a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Noteholders.

         SECTION 6.06. REPORTS BY INDENTURE TRUSTEE TO HOLDERS. Within the
prescribed period of time for tax reporting purposes after the end of each
calendar year during the term of this Indenture, the Indenture Trustee shall
deliver to each Noteholder such information, including without limitation, IRS
Form 1099, as may be required to enable such holder to prepare its federal and
state income tax returns.

         SECTION 6.07. COMPENSATION AND INDEMNITY. The Issuer shall pay or shall
cause the Servicer to pay to the Indenture Trustee from time to time reasonable
compensation for its services. The Indenture Trustee's compensation shall not be
limited by any law on compensation of a trustee of an express trust. The Issuer
shall or shall cause the Servicer 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 indemnify or shall cause the Servicer to indemnify the
Indenture Trustee against any and all loss, liability or expense (including
attorneys' fees) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder. The Indenture Trustee shall
notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Indenture Trustee to so notify the Issuer and the
Servicer shall not relieve the Issuer or the Servicer of its obligations
hereunder. The Issuer shall defend or shall cause the Servicer to defend any
such claim, and the Indenture Trustee may have separate counsel and the Issuer
shall pay or shall cause the Servicer to pay the fees and expenses of such
counsel. Neither the Issuer


                                      39
<PAGE>


nor the Servicer need reimburse any expense or indemnify against any loss,
liability or expense incurred by the Indenture Trustee through the Indenture
Trustee's own willful misconduct, negligence or bad faith.

         Each of the Servicer's and the Issuer's payment obligations to the
Indenture Trustee pursuant to this Section shall survive the discharge of
this Indenture. When the Indenture Trustee incurs expenses after the
occurrence of an Event of Default specified in SECTION 5.01(iv) or (v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other
applicable federal or state bankruptcy, insolvency or similar law.

         SECTION 6.08. REPLACEMENT OF INDENTURE TRUSTEE. The Indenture
Trustee may resign at any time by so notifying the Issuer and the Servicer.
The Holders of a majority of the Outstanding Amount of the Class A-1 Notes,
the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes, voting as a
single class, or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3
Notes or Class A-4 Notes Outstanding, Holders of a majority of the
Outstanding Amount of the Class B Notes may remove the Indenture Trustee by
so notifying the Indenture Trustee and may appoint a successor Indenture
Trustee. The Issuer shall remove the Indenture Trustee if:

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

                  (ii) a court having jurisdiction in the premises in respect
of the Indenture Trustee in an involuntary case or proceeding under federal
or state banking or bankruptcy laws, as now or hereafter constituted, or any
other applicable federal or state bankruptcy, insolvency or other similar
law, shall have entered a decree or order granting relief or appointing a
receiver, liquidator, assignee, custodian, trustee, conservator, sequestrator
(or similar official) for the Indenture Trustee or for any substantial part
of the Indenture Trustee's property, or ordering the winding-up or
liquidation of the Indenture Trustee's affairs, provided any such decree or
order shall have continued unstayed and in effect for a period of 30
consecutive days;

                  (iii) the Indenture Trustee commences a voluntary case
under any federal or state banking or bankruptcy laws, as now or hereafter
constituted, or any other applicable federal or state bankruptcy, insolvency
or other similar law, or consents to the appointment of or taking possession
by a receiver, liquidator, assignee, custodian, trustee, conservator,
sequestrator or other similar official for the Indenture Trustee or for any
substantial part of the Indenture Trustee's property, or makes any assignment
for the benefit of creditors or fails generally to pay its debts as such
debts become due or takes any corporate action in furtherance of any of the
foregoing; or

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

         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 a successor
Indenture Trustee.

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

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

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

         Any resignation or removal of the Indenture Trustee and appointment
of a successor Indenture Trustee pursuant to any of the provisions of this
Section shall not become effective until acceptance of appointment by the
successor Indenture Trustee pursuant to this Section and payment of all fees
and expenses owed to the outgoing Indenture Trustee. Notwithstanding the
replacement of the Indenture Trustee pursuant to this Section, the retiring
Indenture Trustee shall be entitled to payment or reimbursement of such
amounts as such Person is entitled pursuant to SECTION 6.07.

         SECTION 6.09. SUCCESSOR INDENTURE TRUSTEE BY MERGER. If the
Indenture Trustee consolidates with, merges or converts into, or transfers
all or substantially all its corporate trust business or assets to, another
corporation or banking association, the resulting, surviving or transferee
corporation without any further act shall be the successor Indenture Trustee;
provided, that such corporation or banking association shall be otherwise
qualified and eligible under SECTION 6.11.

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

         SECTION 6.10. APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE
INDENTURE TRUSTEE.

                  (a) Notwithstanding any other provision of this Indenture,
at any time, for the purpose of meeting any legal requirement of any
jurisdiction in which any part of the Collateral may at the time be located,
the Indenture Trustee and the Administrator acting jointly shall have

                                       41

<PAGE>

the power and may execute and deliver all instruments to appoint one or more
Persons to act as a co-Indenture Trustee or co-Indenture Trustees, jointly
with the Indenture Trustee, or separate Indenture Trustee or separate
Indenture Trustees, of all or any part of the Issuer, and to vest in such
Person or Persons, in such capacity and for the benefit of the Noteholders,
such title to the Collateral, or any part hereof, and, subject to the other
provisions of this Section, such powers, duties, obligations, rights and
trusts as the Indenture Trustee and the Administrator may consider necessary
or desirable. If the Administrator shall not have joined in such appointment
within 15 days after the receipt by it of a request so to do, the Indenture
Trustee alone shall have the power to make such appointment. No co-Indenture
Trustee or separate Indenture Trustee hereunder shall be required to meet the
terms of eligibility of a successor Indenture Trustee under SECTION 6.11 and
no notice to Noteholders of the appointment of any co-Indenture Trustee or
separate Indenture Trustee shall be required under SECTION 6.08.

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

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

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

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

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

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<PAGE>

                  (d) Any separate Indenture Trustee or co-Indenture 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 Agreement on its
behalf and in its name. If any separate Indenture Trustee or co-Indenture
Trustee shall die, become incapable of acting, resign or be removed, all of
its estates, properties, rights, remedies and trusts shall vest in and be
exercised by the Indenture Trustee, to the extent permitted by law, without
the appointment of a new or successor Indenture Trustee. Notwithstanding
anything to the contrary in this Indenture, the appointment of any separate
Indenture Trustee or co-Indenture Trustee shall not relieve the Indenture
Trustee of its obligations and duties under this Indenture.

         SECTION 6.11. ELIGIBILITY. (a) The Indenture Trustee shall at all
times satisfy the requirements of TIA Section 310(a). The Indenture Trustee
hereunder shall at all times be a financial institution organized and doing
business under the laws of the United States of America or any state,
authorized under such laws to exercise corporate trust powers, whose long
term unsecured debt is rated at least Baa3 by Moody's and shall have a
combined capital and surplus of at least $50,000,000 or shall be a member of
a bank holding system the aggregate combined capital and surplus of which is
$50,000,000 and subject to supervision or examination by federal or state
authority, provided that the Indenture Trustee's separate capital and surplus
shall at all times be at least the amount required by SECTION 310(a)(2) of
the TIA. If such Person publishes reports of condition at least annually,
pursuant to law or to the requirements of a supervising or examining
authority, then for the purposes of this SECTION 6.11, the combined capital
and surplus of such Person shall be deemed to be its combined capital and
surplus as set forth in its most recent report of condition so published.

                  (b) If a Default occurs and is continuing and the Indenture
Trustee is deemed to have a conflicting interest as a result of acting as
trustee for both the Class A-1 Notes, the Class A-2 Notes, the Class A-3 and
the Class A-4 Notes and the Class B Notes, the Issuer shall appoint a
successor Indenture Trustee for the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes or a successor for the Class A-1
Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes and a
successor for the Class B Notes so that there will be separate Indenture
Trustees for the Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes and for the Class B Notes. No such event shall alter
the voting rights of the Noteholders under this Indenture or under any of the
other Transaction Documents.

                  (c) In the case of an appointment hereunder of a successor
Indenture Trustee with respect to any Class of Notes, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such Class of
Notes shall execute and deliver an indenture supplement hereto wherein the
successor Indenture Trustee shall accept such appointment and which (i) shall
contain such provisions as shall be necessary or desirable to transfer and
confirm to, and to vest in, the successor Indenture Trustee all rights,
powers, trusts and duties of the retiring Indenture Trustee with respect to
the Notes of such Class as to which the appointment of such Indenture Trustee
relates, (ii) if the retiring Indenture Trustee is not retiring with respect
to all Classes of Notes, shall contain such provisions as shall be deemed
necessary or desirable to confirm that all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of each
Class as to which the retiring Indenture Trustee is not retiring shall
continue to be vested in the retiring Indenture Trustee and (iii) shall add
to or change any of the provisions of this Indenture as shall be necessary to
provide for or facilitate the administration of the trusts

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<PAGE>

hereunder by more than one Indenture Trustee, it being understood that
nothing herein or in such supplemental indenture shall constitute such
Indenture Trustees co-trustees of the same trust and that each such Indenture
Trustee shall be trustee of a trust or trusts hereunder separate and apart
from any trust or trusts hereunder administered by any other such Indenture
Trustee; and upon execution and delivery of such supplemental indenture the
resignation or removal of the retiring Indenture Trustee shall become
effective to the extent provided therein.

                  In case at any time the Indenture Trustee shall cease to be
eligible in accordance with the provisions of this SECTION 6.11, the
Indenture Trustee shall resign immediately in the manner and with the effect
specified in SECTION 6.08. The Indenture Trustee shall comply with TIA
Section 310(b); provided, however, that there shall be excluded from the
operation of TIA Section 310(b)(1) any indenture or indentures under which
other securities of the Issuer are outstanding if the requirements for such
exclusion set forth in TIA Section 310(b)(1) are met.

         SECTION 6.12. PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES.
The Indenture Trustee shall use its best efforts to maintain the
effectiveness of all licenses required under the Pennsylvania Motor Vehicle
Sales Finance Act in connection with this Indenture and the transactions
contemplated hereby until the lien and security interest of this Indenture
shall no longer be in effect in accordance with the terms hereof.

         SECTION 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER. The
Indenture Trustee shall comply with TIA Section 311(a), excluding any
creditor relationship listed in TIA Section 311(b). An Indenture Trustee who
has resigned or been removed shall be subject to TIA Section 311(a) to the
extent indicated.

                                  ARTICLE SEVEN

                         NOTEHOLDERS' LISTS AND REPORTS

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

         SECTION 7.02. PRESERVATION OF INFORMATION: COMMUNICATION TO
NOTEHOLDERS.

                  (a) The Indenture Trustee shall preserve, in as current a
form as is reasonably practicable, the names and addresses of the Noteholders
contained in the most recent list furnished to the Indenture Trustee as
provided in SECTION 7.01 and the names and addresses of Noteholders received
by the Indenture Trustee in its capacity as Note Registrar and shall

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<PAGE>

otherwise comply with TIA Section 312(a). The Indenture Trustee may destroy
any list furnished to it as provided in such SECTION 7.01 upon receipt of a
new list so furnished.

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

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

         SECTION 7.03. REPORTS BY ISSUER.

                  (a) The Issuer shall:

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

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

                           (iii) supply to the Indenture Trustee (and the
         Indenture Trustee shall transmit by mail to all Noteholders described
         in TIA Section 313(c)) such summaries of any information, documents and
         reports required to be filed by the issuer pursuant to clauses (i) and
         (ii) of this SECTION 7.03(a) and by rules and regulations prescribed
         from time to time by the Commission.

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

         SECTION 7.04. REPORTS BY INDENTURE TRUSTEE. If required by TIA
Section 313(a), within 60 days after January 31 beginning with January 31,
2001, the Indenture Trustee shall mail to each Noteholder as required by TIA
Section 313(c) a brief report dated as of such date that complies with TIA
Section 313(a). The Indenture Trustee also shall comply with TIA Section
313(b).

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

         On each Distribution Date, the Indenture Trustee shall include with
each payment to each Noteholder a copy of the statement for the related
Collection Period provided to the Indenture Trustee pursuant to SECTION 9.06
of the Sale and Servicing Agreement.

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                                  ARTICLE EIGHT

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.01. 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 Sale and Servicing Agreement. Except as otherwise
expressly provided in this Indenture, if any default occurs in the making of
any payment or performance under any agreement or instrument that is part of
the Collateral, the Indenture Trustee may take such action as may be
appropriate to enforce such payment or performance, including the institution
and prosecution of appropriate Proceedings. Any such action shall be without
prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in ARTICLE FIVE.

         SECTION 8.02. TRUST ACCOUNTS.

                  (a) On or prior to the Closing Date, the Indenture Trustee,
for the benefit of the Noteholders and the Certificateholders, shall
establish and maintain the Trust Accounts as provided in SECTION 5.05 of the
Sale and Servicing Agreement.

                  (b) All Available Amounts with respect to each Due Period
will be deposited in the Collection Account as provided in SECTION 5.05 of
the Sale and Servicing Agreement. On or before each Distribution Date, all
amounts required to be deposited in the Note Distribution Account with
respect to the preceding Due Period pursuant to SECTION 7.04 of the Sale and
Servicing Agreement will be transferred from the Collection Account and/or
the Reserve Account to the Note Distribution Account.

                  (c) On each Distribution Date, the Indenture Trustee, in
accordance with the Servicer's written instructions, shall distribute all
amounts on deposit in the Note Distribution Account to Noteholders in respect
of the Notes to the extent of amounts due and unpaid on the Notes for
principal and interest in the following order of priority:

                  (i) to the Class A-1 Noteholders, accrued and unpaid interest
         on the outstanding principal amount of the Class A-1 Notes, to the
         Class A-2 Noteholders, accrued and unpaid interest on the outstanding
         principal amount of the Class A-2 Notes, to the Class A-3 Noteholders,
         accrued and unpaid interest on the outstanding principal amount of the
         Class A-3 Notes and to the Class A-4 Noteholders, accrued and unpaid
         interest on the outstanding principal amount of the Class A-4 Notes;
         PROVIDED, HOWEVER, that if there are insufficient funds on deposit in
         the Note Distribution Account to pay the entire amount of accrued and
         unpaid interest then due on the Class A-1 Notes, Class A-2 Notes, Class
         A-3 Notes and Class A-4 Notes, the amount in the Note Distribution
         Account shall be applied to the payment of interest on the Class A-1
         Notes, the Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes
         pro rata on the basis of the respective aggregate amounts of interest
         due and unpaid on the Class A-1 Notes, Class A-2 Notes, Class A-3 Notes
         and Class A-4 Notes, respectively;

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<PAGE>

                  (ii) unless otherwise provided in clause (iv) below, to the
         Class B Noteholders, accrued and unpaid interest on the outstanding
         principal amount of the Class B Notes;

                  (iii) unless otherwise provided in clause (iv) or (v) below,
         the Note Principal Distributable Amount with respect to such
         Distribution Date shall be applied as follows:

                                    (A) to the Class A-1 Noteholders in
                                    reduction of the Outstanding Amount of the
                                    Class A-1 Notes until the Outstanding Amount
                                    of the Class A-1 Notes is reduced to zero;

                                    (B) to the Class A-2 Noteholders in
                                    reduction of the Outstanding Amount of the
                                    Class A-2 Notes until the Outstanding Amount
                                    of the Class A-2 Notes is reduced to zero;

                                    (C) to the Class A-3 Noteholders in
                                    reduction of the Outstanding Amount of the
                                    Class A-3 Notes until the Outstanding Amount
                                    of the Class A-3 Notes is reduced to zero

                                    (D) to the Class A-4 Noteholders in
                                    reduction of the Outstanding Amount of the
                                    Class A-4 Notes until the Outstanding Amount
                                    of the Class A-4 Notes is reduced to zero;
                                    and

                                    (E) to the Class B Noteholders in reduction
                                    of the Outstanding Amount of the Class B
                                    Notes until the Outstanding Amount of the
                                    Class B Notes is reduced to zero.

                  (iv) if the Notes have been declared immediately due and
         payable as provided in SECTION 5.02 following the occurrence of an
         Event of Default in SECTION 5.01(i) or (ii) until such time as the
         Notes have been paid in full, any funds remaining in the Note
         Distribution Account after the application described in SECTIONS
         8.02(c)(i) shall be applied in the following order of priority:

                                    (A) to the Class A-1 Noteholders, the Class
                                    A-2 Noteholders, the Class A-3 Noteholders
                                    and the Class A-4 Noteholders in reduction
                                    of the Outstanding Amounts of the Class A-1
                                    Notes, the Class A-2 Notes, the Class A-3
                                    Notes and the Class A-4 Notes pro rata on
                                    the basis of the Outstanding Amounts of the
                                    Class A-1 Notes, the Class A-2 Notes, the
                                    Class A-3 Notes and the Class A-4 Notes;

                                    (B) to the Class B Noteholders, accrued and
                                    unpaid interest on the outstanding principal
                                    amount of the Class B Notes; and

                                    (C) to the Class B Noteholders in reduction
                                    of the Outstanding Amount of the Class B
                                    Notes;

                  (v) if the Notes have been declared immediately due and
         payable as provided in SECTION 5.02 following the occurrence of an
         Event of Default in SECTION 5.01(iii), (iv)

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<PAGE>

         or (V) until such time as the Notes have been paid in full, any funds
         remaining in the Note Distribution Account after the applications
         described in SECTIONS 8.02(c)(i) and (ii) shall be applied in the
         following order of priority:

                                    (A) to the Class A-1 Noteholders, the Class
                                    A-2 Noteholders, the Class A-3 Noteholders
                                    and the Class A-4 Noteholders in reduction
                                    of the Outstanding Amounts of the Class A-1
                                    Notes, the Class A-2 Notes, the Class A-3
                                    Notes and the Class A-4 Notes pro rata on
                                    the basis of the Outstanding Amounts of the
                                    Class A-1 Notes, the Class A-2 Notes, the
                                    Class A-3 Notes and the Class A-4 Notes; and

                                    (B) to the Class B Noteholders in reduction
                                    of the Outstanding Amount of the Class B
                                    Notes.

         SECTION 8.03. GENERAL PROVISIONS REGARDING ACCOUNTS.

                  (a) So long as no Default or Event of Default of which a
Responsible Officer of the Indenture Trustee has actual knowledge shall have
occurred and be continuing, all or a portion of the funds in the Trust Accounts
shall be invested in Eligible Investments and reinvested by the Indenture
Trustee upon receipt of an order signed in the name of the Servicer by any one
of its Authorized Officers and delivered to the Indenture Trustee, subject to
the provisions of SECTION 5.05 of the Sale and Servicing Agreement. Except as
otherwise provided in SECTION 5.05 of the Sale and Servicing Agreement, all
income or other gain from investments of moneys deposited in such Trust Accounts
shall be deposited by the Indenture Trustee in the Collection Account, and any
loss resulting from such investments shall be charged to the related Trust
Account. The Servicer will not direct the Indenture Trustee to make any
investment of any funds or to sell any investment held in any of the Trust
Accounts unless the security interest granted and perfected in such account will
continue to be perfected in such investment or the proceeds of such sale, in
either case without any further action by any Person, and, in connection with
any direction to the Indenture Trustee to make any such investment or sale, if
requested by the Indenture Trustee, the Servicer shall deliver to the Indenture
Trustee an Opinion of Counsel, acceptable to the Indenture Trustee, to such
effect.

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

                  (c) If (i) the Servicer shall have failed to give
investment directions for any funds on deposit in the Trust Accounts to the
Indenture Trustee by 11:00 a.m., New York City time (or such other time as
may be agreed by the Issuer and Indenture Trustee), on any Business Day or
(ii) a Default or Event of Default shall have occurred and be continuing with
respect to the Notes but the Notes shall not have been declared due and
payable pursuant to SECTION 5.02 or (iii) if such Notes shall have been
declared due and payable following an Event of Default,

                                     48
<PAGE>

amounts collected or receivable from the Collateral are being applied in
accordance with SECTION 5.05 as if there had not been such a declaration,
then the Indenture Trustee shall, to the fullest extent practicable, invest
and reinvest funds in the Trust Accounts in investments identified in
paragraph (a) of the definition of Eligible Investments.

         SECTION 8.04. RELEASE OF COLLATERAL.

                  (a) Subject to the payment of its fees and expenses pursuant
to SECTION 6.07, the Indenture Trustee may, and when required by the provisions
of this Indenture shall, execute instruments to release property from the lien
of this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are not inconsistent with the provisions of
this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

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

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

                                  ARTICLE NINE

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.

                  (a) Without the consent of the Holders of any Notes and with
prior notice to each Rating Agency, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order,

                                       49
<PAGE>


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

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

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

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

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

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

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

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

                  (viii) to elect into the FASIT provisions of the Code,
         provided an Opinion of Counsel to the effect that such election will
         not adversely affect the Noteholders, is delivered to the Issuer and
         Indenture Trustee.

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

                  (b) The Issuer and the Indenture Trustee, when authorized by
an Issuer Order, may, also without the consent of any of the Holders of the
Notes and with prior notice to each Rating Agency, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this

                                       50
<PAGE>


Indenture; provided, however, that such action shall not, as evidenced by an
Opinion of Counsel, adversely affect in any material respect the interests of
any Noteholder.

         SECTION 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to each Rating Agency, and with the consent of the Holders of
more than 50% of the Outstanding Amount of the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes, voting together as a single
class, or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or
Class A-4 Notes Outstanding, with the consent of the Holders of more than 50% of
the Outstanding Amount of the Class B Notes, by Act of such Holders delivered to
the Issuer and the Indenture Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of principal
of or interest on any Note, or reduce the principal amount thereof, the interest
rate thereon, change the provisions of this Indenture relating to the
application of collections on, or the proceeds of the sale of, the Collateral to
payment of principal of or interest on the Notes, or change any place of payment
where, or the coin or currency in which, any Note or the interest thereon is
payable, or impair the right to institute suit for the enforcement of the
provisions of this Indenture requiring the application of funds available
therefor, as provided in ARTICLE FIVE, to the payment of any such amount due on
the Notes on or after the respective due dates thereof;

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

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

                  (iv) reduce the percentage of the Outstanding Amount of the
Notes required to direct the Indenture Trustee to sell or liquidate the
Collateral pursuant to SECTION 5.04 or amend the provisions of this Article
which specify the percentage of the Outstanding Amount of the Notes required to
amend this Indenture or the other Transaction Documents;

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

                  (vi) modify any of the provisions of this Indenture in such
         manner as to affect the calculation of the amount of any payment of
         interest or principal due on any Note on any Distribution Date
         (including the calculation of any of the individual components of such
         calculation); or

                                       51
<PAGE>


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

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

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

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

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

         SECTION 9.04. EFFECT OF SUPPLEMENTAL INDENTURE. Upon the execution of
any supplemental indenture pursuant to the provisions hereof, this Indenture
shall be and be deemed to be modified and amended in accordance therewith with
respect to the Notes affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the parties hereto and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

         SECTION 9.05. CONFORMITY WITH TRUST INDENTURE ACT. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article shall conform to the requirements of the Trust Indenture Act as then in
effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

         SECTION 9.06. REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article may, and if

                                       52
<PAGE>


required by the Indenture Trustee shall, bear a notation in form approved by
the Indenture Trustee as to any matter provided for in such supplemental
indenture. If the Issuer or the Indenture Trustee shall so determine, new
notes so modified as to conform, in the opinion of the Indenture Trustee and
the Issuer, to any such supplemental indenture may be prepared and executed
by the Issuer and authenticated and delivered by the Indenture Trustee in
exchange for Outstanding Notes.

                                   ARTICLE TEN

                          MANDATORY PREPAYMENT OF NOTES

         SECTION 10.01. PREPAYMENT. In the event that the Seller pursuant to
SECTION 7.07 of the Sale and Servicing Agreement purchases the corpus of the
Trust, the Notes are subject to mandatory prepayment in whole, but not in part,
on the Distribution Date on which such repurchase occurs, in an amount equal to
the outstanding principal amount thereof, and accrued interest on the Notes;
PROVIDED, HOWEVER, that the Issuer has available funds sufficient to pay such
amounts. The Seller, the Servicer or the Issuer shall furnish each Rating Agency
notice of such prepayment. If the Notes are to be prepaid pursuant to this
SECTION 10.01, the Servicer or the Issuer shall furnish notice of such election
to the Indenture Trustee not later than 20 days prior to the Distribution Date
and the Issuer shall deposit with the Indenture Trustee in the Note Distribution
Account an amount equal to the Outstanding Amount of the Notes plus all accrued
and unpaid interest on the Notes whereupon all such Notes shall be due and
payable on the Distribution Date upon the furnishing of a notice complying with
SECTION 10.02 to each Holder of the Notes.

         SECTION 10.02. FORM OF MANDATORY PREPAYMENT NOTICE. Notice of mandatory
prepayment under SECTION 10.01 shall be given by the Indenture Trustee by
first-class mail, postage prepaid, mailed not less than five days prior to the
applicable Distribution Date to each Holder of Notes, as of the close of
business on the Record Date preceding the applicable Distribution Date, at such
Holder's address appearing in the Note Register.

         All notices of mandatory prepayment shall state:

                  (i) the Distribution Date on which the Notes will be prepaid;
and

                  (ii) the place where such Notes are to be surrendered for
payment in full (which shall be the office or agency of the Issuer to be
maintained as provided in SECTION 3.02).

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

                                       53
<PAGE>


                                 ARTICLE ELEVEN

                                  MISCELLANEOUS

         SECTION 11.01. COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

                  (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under any provision of this Indenture, the
Issuer shall furnish to the Indenture Trustee (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in the opinion of such counsel all such conditions
precedent, if any, have been complied with, and (iii) (if required by the TIA as
so stated in the Opinion of Counsel) an Independent Certificate from a firm of
certified public accountants meeting the applicable requirements of this Section
and TIA Section 314(c), except that, in the case of any such application or
request as to which the furnishing of such documents is specifically required by
any provision of this Indenture, no additional certificate or opinion need be
furnished.

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

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

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

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

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

                  (b) (i) Prior to the deposit of any Collateral or other
property or securities with the Indenture Trustee that is to be made the basis
for authentication and delivery of the Notes or the release of any property
subject to the lien created by this Indenture, the Issuer shall, in addition to
any obligation imposed in SECTION 11.01(a) or elsewhere in this Indenture,
furnish to the Indenture Trustee an Officer's Certificate certifying or stating
the opinion of the signer thereof such certificate as to the fair value (within
90 days of such deposit) to the Issuer of the Collateral or other property or
securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (i) above, the Issuer
shall also deliver to the Indenture Trustee an Independent Certificate as to the
named matters, if the fair value to the Issuer of the property to

                                       54
<PAGE>


be so deposited and of all other such property made the basis of any such
withdrawal or release since the commencement of the then-current fiscal year
of the Issuer, as set forth in the certificates delivered pursuant to clause
(i) above and this clause (ii), is 10% or more of the Outstanding Amount of
the Notes, but such a certificate need not be furnished with respect to any
property 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.

                  (iii) Other than with respect to any release described in
clause (A) or (B) of SECTION 11.01(b)(v), whenever any property or securities
are to be released from the lien created by this Indenture, the Issuer shall
also furnish to the Indenture Trustee an Officer's Certificate certifying or
stating the opinion of each person signing such certificate as to the fair value
(within 90 days of such release) of the property or securities proposed to be
released and stating that in the opinion of such person the proposed release
will not impair the security created by this Indenture in contravention of the
provisions hereof.

                  (iv) Whenever the Issuer is required to furnish to the
Indenture Trustee an Officer's Certificate certifying or stating the opinion of
any signer thereof as to the matters described in clause (iii) above, the Issuer
shall also furnish to the Indenture Trustee an Independent Certificate as to the
same matters if the fair value of the property or securities and of all other
property or securities (other than property described in clauses (A) or (B) of
SECTION 11.01(b)(v)) released from the lien created by this Indenture since the
commencement of the then current fiscal year, as set forth in the certificates
required by clause (iii) above and this clause (iv), equals 10% or more of the
Outstanding Amount of the Notes, but such certificate need not be furnished in
the case of any release of property or securities if the fair value thereof as
set forth in the related Officer's Certificate is less than $25,000 or less than
one percent of the then Outstanding Amount of the Notes.

                  (v) Notwithstanding any other provision of this Section, the
Issuer may, without compliance with the other provisions of this Section, (A)
collect, liquidate, sell or otherwise dispose of the Contracts and the Financed
Vehicles as and to the extent permitted or required by the Transaction Documents
and (B) make cash payments out of the Trust Accounts as and to the extent
permitted or required by the Transaction Documents.

         SECTION 11.02. FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Person as to other matters, and any such Person may certify or given an opinion
as to such matters in one or several documents.

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

                                       55
<PAGE>


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

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

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

         SECTION 11.03. ACTS OF NOTEHOLDERS.

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

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

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

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

         SECTION 11.04. NOTICES. All notices, demands, certificates, requests
and communications hereunder ("notices") shall be in writing and shall be
effective (a) upon receipt when sent

                                       56
<PAGE>


through the U.S. mails, registered or certified mail, return receipt
requested, postage prepaid, with such receipt to be effective the date of
delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to
an Authorized Officer of the party to which sent, or (d) on the date
transmitted by legible telecopier transmission with a confirmation of
receipt, in all cases addressed to the recipient as follows:

                  (i)      If to the Servicer or Seller:

                           Premier Auto Finance, Inc.
                           230 West Monroe Street
                           Chicago, Illinois 60606
                           Attention: Charles Bradford Wolfe
                           Telecopier No.: 312/456-1068

                  (ii)     If to the Depositor:

                           Dealer Auto Receivables Corp.
                           230 West Monroe Street
                           Chicago, Illinois  60606
                           Attention: Charles Bradford Wolfe
                           Telecopier No.: 312/456-1068

                  (iii)    If to the Indenture Trustee:

                           The Bank of New York
                           101 Barclay Street, 12-E
                           New York, New York
                           Attention: ABS Department
                           Telecopier No.: 212/815-5544

                  (iv)     If to the Owner Trustee or the Issuer:

                           Chase Manhattan Bank USA, National Association
                           1201 Market Street
                           Wilmington, Delaware 19801
                           Attention: Corporate Trustee Administration
                           Department
                           Telecopier No.: 302/984-4903

                  (v)      If to Moody's:

                           Moody's Investors Service, Inc.
                           99 Church Street
                           New York, New York 10007
                           Attention: ABS Monitoring Department
                           Telecopier No.: 212/553-1350


                                       57
<PAGE>


                  (vi)     If to Standard & Poor's:

                           Standard & Poor's Ratings Services, A
                           Division of The McGraw Hill Companies
                           55 Water Street
                           New York, New York  10041
                           Telecopier No.: 212/428-2657

                  (vii)    If to the Underwriters:

                           Chase Securities Inc.
                           270 Park Avenue
                           New York, New York 10017
                           Attention: General Counsel
                           Telecopier No.: (212) 270-7473

Each party hereto may, by notice given in accordance herewith to each of the
other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

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

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

         In case, by reason of the suspension of regular mail service as a
result of a strike, work stoppage or similar activity, it shall be impractical
to mail notice of any event 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.

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

         SECTION 11.06. ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding
any provisions of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any

                                       58
<PAGE>


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 will furnish to the Indenture Trustee a copy of each
such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

         SECTION 11.07. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article
and Section headings herein and the Table of Contents are for convenience only
and shall not affect the construction hereof.

         SECTION 11.08. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Indenture Trustee in
this Indenture shall bind its successors, co-Indenture Trustees and agents.

         SECTION 11.09. SEPARABILITY. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

         SECTION 11.10. BENEFITS OF INDENTURE. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other Person with an ownership interest in any part
of the Collateral, any benefit or any legal or equitable right, remedy or claim
under this Indenture.

         SECTION 11.11. LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         SECTION 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THE AGREEMENT SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

         SECTION 11.13. COUNTERPARTS. This Indenture may be executed in several
counterparts, each of which shall be an original and all of which shall
constitute but one and the same instrument.

         SECTION 11.14. 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 shall be counsel reasonably acceptable to the Indenture Trustee) to the
effect that such recording is necessary either for the protection of the
Noteholders or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

                                       59
<PAGE>


         SECTION 11.15. TRUST OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under 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 beneficiary interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director, employee or agent of the Indenture
Trustee or the Owner Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer, the Owner Trustee or the Indenture Trustee or
of any successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Indenture Trustee and the Owner Trustee have no such
obligations in their individual capacity) and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity. For all purposes of
this 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 Article Six, Seven and Eight of the Trust
Agreement.

         SECTION 11.16. NO PETITION. The parties hereto, by entering into this
Indenture, and each Noteholder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that they will not at any time institute
against the Depositor or the Issuer, or join in any institution against the
Depositor or the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other
Transaction Documents.

         SECTION 11.17. INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee, during the
Issuer's normal business hours, to examine all the books of account, records,
reports and other papers of the Issuer, to make copies and extracts therefrom,
to cause such books to be audited by independent certified public accountants,
and to discuss the Issuer's affairs, finances and accounts 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.

         SECTION 11.18. CONFLICT WITH TRUST INDENTURE ACT. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this Indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

         SECTION 11.19. DISCLAIMER AND SUBORDINATION. Each Noteholder by
accepting a Note acknowledges and agrees that such Note represents a debt
obligation of the Depositor only and

                                       60
<PAGE>


does not represent an interest in any assets (other than the Trust Assets) of
the Depositor (including by virtue of any deficiency claim in respect of
obligations not paid or otherwise satisfied from the Trust Assets and
proceeds thereof). In furtherance of and not in derogation of the foregoing,
to the extent the Depositor enters into other securitization transactions as
contemplated in SECTION 6.01(c) of the Sale and Servicing Agreement, each
Noteholder by accepting a Note acknowledges and agrees that it shall have no
right, title or interest in or to any assets (or interests therein) (other
than Trust Assets) conveyed or purported to be conveyed by the Depositor to
another securitization trust (i.e., other than the Issuer) or other Person or
Persons in connection therewith (whether by way of a sale, capital
contribution or by virtue of the granting of a Lien) ("Other Assets"). To the
extent that, notwithstanding the agreements and provisions contained in the
preceding sentences of this subsection, any Noteholder either (i) asserts an
interest in or claim to, or benefit from, Other Assets, whether asserted
against or through the Depositor or any other Person owned by the Depositor,
or (ii) is deemed to have any such interest, claim or benefit in or from
Other Assets, whether by operation of law, legal process, pursuant to
applicable provisions of any applicable insolvency laws or otherwise
(including without limitation by virtue of Section 1111(b) of the federal
Bankruptcy Code or any successor provision having similar effect under the
Bankruptcy Code), and whether deemed asserted against or through the
Depositor or any other Person owned by the Depositor, then each Noteholder by
accepting a Note further acknowledges and agrees that any such interest,
claim or benefit in or from Other Assets is and shall be expressly
subordinated to the indefeasible payment in full of all obligations and
liabilities of the Depositor which, under the terms of the relevant documents
relating to the securitization of such Other Assets, are entitled to be paid
from, entitled to the benefits of, or otherwise secured by such Other Assets
(whether or not any such entitlement or security interest is legally
perfected or otherwise entitled to a priority of distribution or application
under applicable law, including any applicable insolvency laws, and whether
asserted against the Depositor or any other Person owned by the Depositor),
including, without limitation, the payment of post-petition interest on such
other obligations and liabilities. This subordination agreement shall be
deemed a subordination agreement within the meaning of Section 510(a) of the
Bankruptcy Code. Each Noteholder further acknowledges and agrees that no
adequate remedy at law exists for a breach of this SECTION 11.19 and that the
terms and provisions of this SECTION 11.19 may be enforced by an action for
specific performance.

                            [signature page follows]

                                       61
<PAGE>



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

                                    DEALER AUTO RECEIVABLES OWNER
                                    TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee under
                                             the Trust Agreement

                                    By:          /s/ Denis Kelly
                                       ----------------------------------------
                                    Printed Name:    Denis Kelly
                                                -------------------------------
                                    Title:  Assistant Vice President
                                          -------------------------------------

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

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



                                       62
<PAGE>


STATE OF ILLINOIS   )
                    ) ss
COUNTY OF COOK      )

         On
            ------------------------------------------------------------------
                                  [insert date]

before me,
           -------------------------------------------------------------------,
                          [Here insert name and title of notary]

personally appeared
                    -----------------------------------------------------------

         personally known to me, or

         proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

Signature                            [Seal]
          -----------------------




<PAGE>


STATE OF  ILLINOIS                      )
                                        )
COUNTY OF COOK                          )

         On
            ------------------------------------------------------------------
                                  [insert date]

before me,
           -------------------------------------------------------------------,
                          [Here insert name and title of notary]

personally appeared
                    -----------------------------------------------------------

         personally known to me, or

         proved to me on the basis of satisfactory evidence to be the person(s)
whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.

                                     Signature                            [Seal]
                                              -----------------------



<PAGE>

                                                                       EXHIBIT A

                      FORM OF SALE AND SERVICING AGREEMENT

See Attached.




                                       A-1
<PAGE>

                                    EXHIBIT B

                             FORM OF CLASS A-1 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

         DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

         6.69% Dealer Auto Receivables Asset-Backed Note, CLASS A-1

REGISTERED                                             $190,000,000.00

No. R-1                                                CUSIP No. 24227TAC7

         Dealer Auto Receivables Owner Trust 2000-1, a business 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
Cede & Co., or registered assigns, the principal sum of One Hundred Ninety
Million Dollars ($190,000,000.00) payable on August 15, 2001 (the "Class A-1
Final Distribution Date").

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained on SECTION 3.01 of the Indenture. Interest on this Note
will accrue for each Distribution Date from the most recent Distribution Date
on which interest has been paid to but excluding such Distribution Date or, if
no interest has yet been paid, from the Closing Date. Interest will be
computed on the basis of a 360-day year based on the actual number of days
elapsed. Such principal of and interest on this Note shall be paid the manner
specified on the reverse hereof.

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

                                     B-1

<PAGE>

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

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee 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.
























                                     B-2

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date:  August 24, 2000              DEALER AUTO RECEIVABLES
                                    OWNER TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee, under
                                             the Trust Agreement

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













                                     B-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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



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



























                                     B-4

<PAGE>

                           [REVERSE OF CLASS A-1 NOTE]

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 6.69% Dealer Auto Receivables Asset-Backed Notes, Class A-1
(the "Class A-1 Notes"), all issued under an Indenture, dated as of August 24,
2000 (the "Indenture"), among the Issuer and The Bank of New York, as
Indenture Trustee (the "Indenture Trustee"), to which Indenture and all
indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Holders of the Notes. The Class A-1 Notes are subject to all
terms of the Indenture. All terms used 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, as so supplemented or amended.

         The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the
Class A-4 Notes and the Class B Notes (collectively, the "Notes") are and will
be equally and ratably secured by the collateral pledged as security therefor
as provided in the Indenture subject to the subordination of the Class B Notes
under certain circumstances.

         Principal of the Class A-1 Notes will be payable on the Class A-1
Final Distribution Date. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-1 Notes shall be due and payable on the date
following the occurrence of an Event of Default on which the maturity of the
Notes shall have been accelerated in the manner provided in the Indenture. All
principal payments on the Class A-1 Notes shall be made pro rata to the Class
A-1 Noteholders entitled thereto.

         Payments of interest on this Note due and payable on each
Distribution Date shall be made by check to the Person whose name appears as
the Registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date except that with
respect to Notes registered on the Record Date in the name of the nominee of
the Clearing Agency (initially, such nominee to be Cede & Co.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) affected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then
the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed not later than three
Business Days after such Record Date and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Corporate
Trust Office of the Indenture Trustee or at the office of the Indenture
Trustee's agent appointed for such purposes located in New York, New York.

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

                                     B-5

<PAGE>

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

         Each Noteholder by acceptance of a Note or a beneficial interest in a
Note covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, 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 its individual capacity, (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee or
the Owner Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer, the Owner Trustee or the Indenture Trustee or of any
successor or assign of the Indenture Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed and
except that any such partner, owner or beneficiary shall be fully liable, to
the extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

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

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

         Prior to the due presentment for registration of transfer of this
Note, the Issuer and the Indenture Trustee and any agent of the Issuer and 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

                                     B-6

<PAGE>

Note 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 Noteholders representing more than 50%
of the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the
Class A-3 Notes and the Class A-4 Notes, voting together as a single class,
or, if there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class
A-4 Notes Outstanding, with the consent of the Noteholders representing more
than 50% of the Outstanding Amount of the Class B Notes. The Indenture also
contains provisions permitting the Noteholders representing specified
percentages of the Outstanding Amount of the Notes, on behalf of the
Noteholders, to waive compliance by the Issuer with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by the Noteholder (or any one of more
Predecessor Notes) shall be conclusive and binding upon such Holders and upon
all future Noteholders 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 Noteholders issued
thereunder.

         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 Illinois, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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












                                     B-7

<PAGE>

                                                                       EXHIBIT C

                             FORM OF CLASS A-2 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

         DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

         7.01% Dealer Auto Receivables Asset-Backed Note, CLASS A-2


<TABLE>
<CAPTION>

         REGISTERED                                          $274,000,000.00
<S>                                                          <C>
No. R-1                                                      CUSIP No. 24227TAD5

</TABLE>

         Dealer Auto Receivables Owner Trust 2000-1, a business 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
Cede & Co., or registered assigns, the principal sum of Two Hundred Seventy
Four Million Dollars ($274,000,000.00) payable on April 15, 2003 (the "Class
A-2 Final Distribution Date"). No payments of principal of the Class A-2 Notes
shall be made until the principal on the Class A-1 Notes have been paid in
full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from the Closing Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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

                                     C-1

<PAGE>

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

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee 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.
























                                     C-2

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date:  August 24, 2000              DEALER AUTO RECEIVABLES
                                    OWNER TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee, under
                                             the Trust Agreement

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


















                                     C-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


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


























                                     C-4

<PAGE>

                           [REVERSE OF CLASS A-2 NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its 7.01% Dealer Auto Receivables Asset-Backed Notes, Class A-2 (the "Class
A-2 Notes"), all issued under an Indenture, dated as of August 24, 2000 (the
"Indenture"), among the Issuer and The Bank of New York, as Indenture Trustee
(the "Indenture Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes (collectively, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture subject to no payment of principal on the Class A-2
Notes until all principal has been paid on the Class A-1 Notes and the
subordination of the Class B Notes.

Principal of the Class A-2 Notes will be payable on the Class A-2 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-2 Notes shall be due and payable on the date following
the occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture. All principal
payments on the Class A-2 Notes shall be made pro rata to the Class A-2
Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date
shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) affected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then
the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed not later than three
Business Days after such Record Date and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in the City of New York,
New York.

                                     C-5

<PAGE>

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

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's
Medallion Program (STAMP) or similar signature guarantee program, and such
other documents as the Indenture Trustee may require, and thereupon one or
more new Class A-2 Notes of authorized denomination and in the same aggregate
principal amount will be issued to the designated transferee or transferees.
No service charge will be charged for any registration of transfer or exchange
of this Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, 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 and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, 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
be overdue,

                                     C-6

<PAGE>

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 Noteholders representing more than 50% of
the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, voting together as a single class, or, if
there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4
Notes Outstanding, with the consent of the Noteholders representing more than
50% of the Outstanding Amount of the Class B Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holders 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
Holders of the Notes issued thereunder.

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 Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.

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





                                     C-7

<PAGE>


                                                                      EXHIBIT D

                             FORM OF CLASS A-3 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

         DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

         7.07% Dealer Auto Receivables Asset-Backed Note, CLASS A-3

         REGISTERED                                         $168,000,000.00

No. R-1                                                     CUSIP No. 24227TAE3

         Dealer Auto Receivables Owner Trust 2000-1, a business 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
Cede & Co., or registered assigns, the principal sum of One Hundred Sixty
Eight Million Dollars ($168,000,000.00) payable on May 17, 2004 (the "Class
A-3 Final Distribution Date"). No payments of principal of the Class A-3 Notes
shall be made until the principal on the Class A-1 Notes and the Class A-2
Notes have been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from the Closing Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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


                                      D-1

<PAGE>

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

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

         Unless the certificate of authentication hereon has been executed by
the Indenture Trustee 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.


























                                      D-2

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date:  August 24, 2000              DEALER AUTO RECEIVABLES
                                    OWNER TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee, under
                                             the Trust Agreement

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
















                                      D-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

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





















                                      D-4

<PAGE>



                           [REVERSE OF CLASS A-3 NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its 7.07% Dealer Auto Receivables Asset-Backed Notes, Class A-3 (the "Class
A-3 Notes"), all issued under an Indenture, dated as of August 24, 2000 (the
"Indenture"), among the Issuer and The Bank of New York, as Indenture Trustee
(the "Indenture Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes (collectively, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture subject to no payment of principal on the Class A-3
Notes until all principal has been paid on the Class A-1 Notes and the Class
A-2 Notes.

Principal of the Class A-3 Notes will be payable on the Class A-3 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-3 Notes shall be due and payable on the date following
the occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture. All principal
payments on the Class A-3 Notes shall be made pro rata to the Class A-3
Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date
shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) affected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then
the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed not later than three
Business Days after such Record Date and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in the City of New York,
New York.


                                      D-5

<PAGE>

The Issuer shall pay interest on overdue installments of interest on this Note
at the Class A-3 Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's
Medallion Program (STAMP) or similar signature guarantee program, and such
other documents as the Indenture Trustee may require, and thereupon one or
more new Class A-3 Notes of authorized denomination and in the same aggregate
principal amount will be issued to the designated transferee or transferees.
No service charge will be charged for any registration of transfer or exchange
of this Note, but the transferor may be required to pay a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any such registration of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, 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 and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, 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
be overdue,


                                      D-6

<PAGE>

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 Noteholders representing more than 50% of
the Outstanding Amount of Class A-1 Notes, the Class A-2 Notes, the Class A-3
Notes and the Class A-4 Notes, voting together as a single class, or, if there
are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes
Outstanding, with the consent of the Noteholders representing more than 50% of
the Outstanding Amount of the Class B Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holders 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
Holders of the Notes issued thereunder.

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 Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.

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


                                      D-7
<PAGE>


                                                                       EXHIBIT E

                             FORM OF CLASS A-4 NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS AGENT FOR
REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IS REGISTERED
IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR TO SUCH OTHER
ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

         DEALER AUTO RECEIVABLES OWNER TRUST 2000-1 7.12% Dealer Auto
         Receivables Asset-Backed Note, CLASS A-4

         REGISTERED                                       $83,251,000.00
No. R-1                                                   CUSIP No. 24227TAF0

         Dealer Auto Receivables Owner Trust 2000-1, a business 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 Cede & Co., or
registered assigns, the principal sum of Eighty Three Million Two Hundred Fifty
One Thousand Dollars ($83,251,000.00) payable on March 15, 2005 (the "Class A-4
Final Distribution Date"). No payments of principal of the Class A-4 Notes shall
be made until the principal on the Class A-1 Notes, the Class A-2 and the Class
A-3 Notes have been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Distribution Date (after giving effect to all payments of principal
made on the preceding Distribution Date), subject to certain limitations
contained in the Indenture. Interest on this Note will accrue for each
Distribution Date from the most recent Distribution Date on which interest has
been paid to but excluding such Distribution Date or, if no interest has yet
been paid, from the Closing Date. Interest will be computed on the basis of a
360-day year of twelve 30-day months. Such principal of and interest on this
Note shall be paid in the manner specified on the reverse hereof.

                                      E-1
<PAGE>


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



                                      E-2
<PAGE>



         IN WITNESS WHEREOF, the Issuer has caused this instrument to be signed,
manually or in facsimile, by an Authorized Officer, as of the date set forth
below.

Date:  August 24, 2000              DEALER AUTO RECEIVABLES
                                    OWNER TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee, under
                                             the Trust Agreement

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


                                      E-3
<PAGE>



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

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


                                      E-4
<PAGE>


                           [REVERSE OF CLASS A-4 NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its 7.12% Dealer Auto Receivables Asset-Backed Notes, Class A-4 (the "Class
A-4 Notes"), all issued under an Indenture, dated as of August 24, 2000 (the
"Indenture"), among the Issuer and The Bank of New York, as Indenture Trustee
(the "Indenture Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes (collectively, the "Notes") are and will be equally
and ratably secured by the collateral pledged as security therefor as provided
in the Indenture subject to no payment of principal on the Class A-4 Notes until
all principal has been paid on the Class A-1 Notes, the Class A-2 Notes and the
Class A-3 Notes.

Principal of the Class A-4 Notes will be payable on the Class A-4 Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class A-4 Notes shall be due and payable on the date following the
occurrence of an Event of Default on which the maturity of the Notes shall have
been accelerated in the manner provided in the Indenture. All principal payments
on the Class A-4 Notes shall be made pro rata to the Class A-4 Noteholders
entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee. Such checks shall be mailed to the Person entitled thereto at the
address of such Person as it appears on the Note Register as of the applicable
Record Date without requiring that this Note be submitted for notation of
payment. Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Distribution Date shall
be binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Distribution Date, then the Indenture Trustee, in the name of and
on behalf of the Issuer, will notify the Person who was the Registered Holder
hereof as of the Record Date preceding such Distribution Date by notice mailed
not later than three Business Days after such Record Date and the amount then
due and payable shall be payable only upon presentation and surrender of this
Note at the Indenture Trustee's principal Corporate Trust Office or at the
office of the Indenture Trustee's agent appointed for such purposes located in
the City of New York, New York.

                                      E-5
<PAGE>


The Issuer shall pay interest on overdue installments of interest on this Note
at the Class A-4 Rate to the extent lawful.

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new Class A-4
Notes of authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that no recourse may be taken, directly or indirectly, with
respect to the obligations of the Issuer, 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 and except that any such partner,
owner or beneficiary shall be fully liable, to the extent provided by applicable
law, for any unpaid consideration for stock, unpaid capital contribution or
failure to pay any installment or call owing to such entity.

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, 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 be
overdue,

                                      E-6
<PAGE>


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 Noteholders representing more than 50% of the
Outstanding Amount of Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes
and the Class A-4 Notes, voting together as a single class, or, if there are no
Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4 Notes
Outstanding, with the consent of the Noteholders representing more than 50% of
the Outstanding Amount of the Class B Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holders 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 Holders of the
Notes issued thereunder.

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 Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.

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


                                      E-7
<PAGE>

                                                                       EXHIBIT F

                              FORM OF CLASS B NOTE

UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE TRUST OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED
IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS REQUESTED
BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO.
OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF
DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO
ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO.,
HAS AN INTEREST HEREIN.

         THE PRINCIPAL OF THIS NOTE IS PAYABLE IN FULL ON THE DATE 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.

         DEALER AUTO RECEIVABLES OWNER TRUST 2000-1

         7.46% Dealer Auto Receivables Asset-Backed Note, CLASS B


<TABLE>
<CAPTION>

         REGISTERED                                         $24,470,000.00
<S>                                                         <C>
No. R-1                                                     CUSIP No. 24227TAG8

</TABLE>

         Dealer Auto Receivables Owner Trust 2000-1, a business 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
Cede & Co., or registered assigns, the principal sum of Twenty Four Million
Four Hundred Seventy Thousand Dollars ($24,470,000.00) payable on November 15,
2005 (the "Class B Final Distribution Date"). No payments of principal of the
Class B Notes shall be made until the principal on the Class A-1 Notes, the
Class A-2 Notes, the Class A-3 Notes and the Class A-4 Notes have been paid in
full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Distribution Date until the principal of this Note is paid or
made available for payment, on the principal amount of this Note outstanding
on the preceding Distribution Date (after giving effect to all payments of
principal made on the preceding Distribution Date), subject to certain
limitations contained in the Indenture. Interest on this Note will accrue for
each Distribution Date from the most recent Distribution Date on which
interest has been paid to but excluding such Distribution Date or, if no
interest has yet been paid, from the Closing Date. Interest will be computed
on the basis of a 360-day year of twelve 30-day months. The payment of
interest on this Note is subordinated to the payment of interest on and, under
certain circumstances, of principal of, the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4

                                     F-1

<PAGE>

Notes, to the extent set forth in the Indenture. Such principal of and
interest on this Note shall be paid in the manner specified on the reverse
hereof.

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




















                                     F-2

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by an Authorized Officer, as of the date set
forth below.

Date:  August 24, 2000              DEALER AUTO RECEIVABLES
                                    OWNER TRUST 2000-1

                                    By:      Chase Manhattan Bank USA, National
                                             Association, not in its individual
                                             capacity but solely on behalf of
                                             the Issuer as Owner Trustee, under
                                             the Trust Agreement

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


















                                     F-3

<PAGE>

                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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

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




























                                     F-4

<PAGE>

                            [REVERSE OF CLASS B NOTE]

This Note is one of a duly authorized issue of Notes of the Issuer, designated
as its 7.46% Dealer Auto Receivables Asset-Backed Notes, Class B (the "Class B
Notes"), all issued under an Indenture, dated as of August 24, 2000 (the
"Indenture"), among the Issuer and The Bank of New York, as Indenture Trustee
(the "Indenture Trustee"), to which Indenture and all indentures supplemental
thereto reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Indenture Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as
so supplemented or amended.

The Class A-1 Notes, the Class A-2 Notes, the Class A-3 Notes, the Class A-4
Notes and the Class B Notes (collectively, the "Notes") are and will be
equally and ratably secured by the collateral pledged as security therefor as
provided in the Indenture subject to no payment of principal on the Class B
Notes until all principal has been paid on the Class A-1 Notes, the Class A-2
Notes, the Class A-3 Notes and the Class A-4 Notes and the subordination of
this Note.

Principal of the Class B Notes will be payable on the Class B Final
Distribution Date. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class B Notes shall be due and payable on the date following the
occurrence of an Event of Default on which the maturity of the Notes shall
have been accelerated in the manner provided in the Indenture. All principal
payments on the Class B Notes shall be made pro rata to the Class B
Noteholders entitled thereto.

Payments of interest on this Note due and payable on each Distribution Date
shall be made by check mailed to the Person whose name appears as the
Registered Holder of this Note (or one or more Predecessor Notes) on the Note
Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee. Such checks shall be mailed to the Person entitled thereto at
the address of such Person as it appears on the Note Register as of the
applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or
any one or more Predecessor Notes) affected by any payments made on any
Distribution Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then
the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date
preceding such Distribution Date by notice mailed not later than three
Business Days after such Record Date and the amount then due and payable shall
be payable only upon presentation and surrender of this Note at the Indenture
Trustee's principal Corporate Trust Office or at the office of the Indenture
Trustee's agent appointed for such purposes located in the City of New York,
New York.

                                     F-5

<PAGE>

The Issuer shall pay interest on overdue installments of interest on this Note
at the Class B Rate to the extent lawful.

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

Each Noteholder, by acceptance of a Note or a beneficial interest in a Note
covenants and agrees that no recourse may be taken, directly or indirectly,
with respect to the obligations of the Issuer, 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 and except
that any such partner, owner or beneficiary shall be fully liable, to the
extent provided by applicable law, for any unpaid consideration for stock,
unpaid capital contribution or failure to pay any installment or call owing to
such entity.

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

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

Prior to the due presentment for registration of transfer of this Note, the
Issuer and the Indenture Trustee and any agent of the Issuer, 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
be overdue,

                                     F-6

<PAGE>

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 Noteholders representing more than 50% of
the Outstanding Amount of the Class A-1 Notes, the Class A-2 Notes, the Class
A-3 Notes and the Class A-4 Notes, voting together as a single class, or, if
there are no Class A-1 Notes, Class A-2 Notes, Class A-3 Notes or Class A-4
Notes Outstanding, with the consent of the Noteholders representing more than
50% of the Outstanding Amount of the Class B Notes at the time Outstanding.
The Indenture also contains provisions permitting the Holders of Notes
representing specified percentages of the Outstanding Amount of the Notes, on
behalf of the Holders of all the Notes, to waive compliance by the Issuer with
certain provisions of the Indenture and certain past defaults under the
Indenture and their consequences. Any such consent or waiver by the Holder of
this Note (or any one of more Predecessor Notes) shall be conclusive and
binding upon such Holders 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
Holders of the Notes issued thereunder.

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 Illinois, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.

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












                                     F-7

<PAGE>

                                                                       EXHIBIT G

                               FORM OF ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)


-------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting and
appointing


-------------------------------------------------------------------------------
to transfer said Note on the books kept for registration thereof, with full
power of substitution in the premises.

Dated:  August ___, 2000

Signature Guaranteed:


<TABLE>

<S>                                               <C>
-------------------------------------------       ---------------------------------------------
Notice:  Signature must be guaranteed by an       (Authorized Officer)
eligible guarantor institution which is a         Notice: the signature to this assignment
participant in the Securities Transfer            must correspond with the name of the
Agent's Medallion Program (STAMP) or              registered owner as it appears on the face of
similar signature guarantee program.              and within the trust Certificate in every
                                                  particular, without alteration or enlargement
                                                  or any change whatsoever.

</TABLE>










                                     G-1

<PAGE>

                                                                       EXHIBIT H

                        FORM OF NOTE DEPOSITORY AGREEMENT
































                                     H-1

<PAGE>

<TABLE>
<CAPTION>
                              CROSS-REFERENCE TABLE

TIA                                                                                Indenture
Section                                                                            Section
-------                                                                            -------
<S>                                                                                <C>
310(a)(1).............................................................................6.11
   (a)(2).............................................................................6.11
   (a)(3).............................................................................6.10
   (a)(4).............................................................................N.A.
   (a)(5).............................................................................6.11
   (b)...................................................................6.08; 6.11; 11.04
   (c)................................................................................N.A.
311(a)................................................................................6.13
   (b)................................................................................6.13
   (c)................................................................................N.A.
312(a)..........................................................................7.01; 7.02
   (b)................................................................................7.02
   (c)................................................................................7.02
313(a)................................................................................7.04
   (b)................................................................................7.04
   (c)................................................................................7.04
   (d)................................................................................7.04
314(a)................................................................................7.03
   (b)................................................................................3.06
   (c)(1)................................................................2.02; 6.02; 11.01
   (c)(2)............................................................................11.01
   (c)(3)............................................................................11.01
   (d)...............................................................................11.01
   (e)...............................................................................11.01
   (f)................................................................................N.A.
315(a)................................................................................6.01
   (b)................................................................................6.05
   (c)................................................................................6.01
   (d)..........................................................................5.12; 6.01
   (e)................................................................................5.14
316(a)(1)(A)..........................................................................5.12
   (a)(1)(B)..........................................................................5.02
   (a)(2).............................................................................N.A.
   (b)................................................................................5.08
   (c)................................................................................N.A.
317(a)..........................................................................5.03; 5.04
   (b)................................................................................3.03
318(a)...............................................................................11.18

</TABLE>

   ----------
*  N.A. means Not Applicable
*  This Cross-Reference Table shall not, for any purpose, be deemed to be a part
   of the Indenture.

                                               i
<PAGE>

<TABLE>
<CAPTION>

ARTICLE One
<S>                                                                                                              <C>
DEFINITIONS AND INCORPORATION BY REFERENCE........................................................................2

   SECTION 1.01.    DEFINITIONS...................................................................................2
   SECTION 1.02.    INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.............................................9
   SECTION 1.03.    RULES OF CONSTRUCTION........................................................................10

ARTICLE TWO

THE NOTES........................................................................................................10

   SECTION 2.01.    FORM.........................................................................................10
   SECTION 2.02.    EXECUTION, AUTHENTICATION AND DELIVERY.......................................................11
   SECTION 2.03.    TEMPORARY NOTES..............................................................................11
   SECTION 2.04.    REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE..........................................12
   SECTION 2.05.    MUTILATED, DESTROYED, LOST OR STOLEN NOTES...................................................13
   SECTION 2.06.    PERSONS DEEMED OWNER.........................................................................13
   SECTION 2.07.    PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST........................................14
   SECTION 2.08.    CANCELLATION.................................................................................14
   SECTION 2.09.    BOOK-ENTRY NOTES.............................................................................15
   SECTION 2.10.    NOTICES TO CLEARING AGENCY...................................................................16
   SECTION 2.11.    DEFINITIVE NOTES.............................................................................16
   SECTION 2.12.    RELEASE OF COLLATERAL........................................................................16
   SECTION 2.13.    TAX TREATMENT................................................................................16

ARTICLE THREE

COVENANTS........................................................................................................17

   SECTION 3.01.    PAYMENT OF PRINCIPAL AND INTEREST............................................................17
   SECTION 3.02.    MAINTENANCE OF OFFICE OR AGENCY..............................................................17
   SECTION 3.03.    MONEY FOR PAYMENTS TO BE HELD IN TRUST.......................................................17
   SECTION 3.04.    EXISTENCE....................................................................................19
   SECTION 3.05.    PROTECTION OF COLLATERAL.....................................................................19
   SECTION 3.06.    OPINIONS AS TO COLLATERAL....................................................................19
   SECTION 3.07.    PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS...........................................20
   SECTION 3.08.    NEGATIVE COVENANTS...........................................................................21
   SECTION 3.09.    ANNUAL STATEMENT AS TO COMPLIANCE............................................................21
   SECTION 3.10.    ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS...........................................22
   SECTION 3.11.    SUCCESSOR OR TRANSFEREE......................................................................23
   SECTION 3.12.    NO OTHER BUSINESS............................................................................24
   SECTION 3.13.    NO BORROWING.................................................................................24
   SECTION 3.14.    SERVICER'S OBLIGATIONS.......................................................................24
   SECTION 3.15.    GUARANTEES, LOANS ADVANCES AND OTHER LIABILITIES.............................................24
   SECTION 3.16.    CAPITAL EXPENDITURES.........................................................................24

<PAGE>


   SECTION 3.17.    RESTRICTED PAYMENTS..........................................................................24
   SECTION 3.18.    NOTICE OF EVENTS OF DEFAULT..................................................................25
   SECTION 3.19.    FURTHER INSTRUMENTS AND ACTS.................................................................25
   SECTION 3.20.    COMPLIANCE WITH LAWS.........................................................................25
   SECTION 3.21.    AMENDMENTS OF SALE AND SERVICING AGREEMENT AND TRUST AGREEMENT...............................25
   SECTION 3.22.    REMOVAL OF ADMINISTRATOR.....................................................................25

ARTICLE FOUR

SATISFACTION AND DISCHARGE.......................................................................................25

   SECTION 4.01.    SATISFACTION AND DISCHARGE OF INDENTURE......................................................25
   SECTION 4.02.    APPLICATION OF TRUST MONEY...................................................................26
   SECTION 4.03.    REPAYMENT OF MONEYS HELD BY PAYING AGENT.....................................................26
   SECTION 4.04.    RELEASE OF COLLATERAL........................................................................27
   SECTION 4.05.    DURATION OF THE POSITION OF THE INDENTURE TRUSTEE FOR THE BENEFIT OF CERTIFICATEHOLDERS......27

ARTICLE FIVE

REMEDIES.........................................................................................................27

   SECTION 5.01.    EVENTS OF DEFAULT............................................................................27
   SECTION 5.02.    RIGHTS UPON EVENT OF DEFAULT.................................................................28
   SECTION 5.03.    COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE; AUTHORITY OF
                    INDENTURE TRUSTEE............................................................................29
   SECTION 5.04.    REMEDIES.....................................................................................30
   SECTION 5.05.    OPTIONAL PRESERVATION OF THE CONTRACTS.......................................................31
   SECTION 5.06.    PRIORITIES...................................................................................31
   SECTION 5.07.    LIMITATION OF SUITS..........................................................................32
   SECTION 5.08.    UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST........................33
   SECTION 5.09.    RESTORATION OF RIGHTS AND REMEDIES...........................................................33
   SECTION 5.10.    RIGHTS AND REMEDIES CUMULATIVE...............................................................33
   SECTION 5.11.    DELAY OR OMISSION NOT A WAIVER...............................................................33
   SECTION 5.12.    CONTROL BY NOTEHOLDERS.......................................................................33
   SECTION 5.13.    WAIVER OF PAST DEFAULTS......................................................................34
   SECTION 5.14.    UNDERTAKING FOR COSTS........................................................................34
   SECTION 5.15.    WAIVER OF STAY OR EXTENSION LAWS.............................................................34
   SECTION 5.16.    ACTION ON NOTES..............................................................................35
   SECTION 5.17.    PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS...........................................35

ARTICLE SIX

THE INDENTURE TRUSTEE............................................................................................36

   SECTION 6.01.    DUTIES OF INDENTURE TRUSTEE..................................................................36
   SECTION 6.02.    RIGHTS OF INDENTURE TRUSTEE..................................................................37

<PAGE>


   SECTION 6.03.    INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE.......................................................39
   SECTION 6.04.    INDENTURE TRUSTEE'S DISCLAIMER...............................................................39
   SECTION 6.05.    NOTICE OF DEFAULTS...........................................................................39
   SECTION 6.06.    REPORTS BY INDENTURE TRUSTEE TO HOLDERS......................................................39
   SECTION 6.07.    COMPENSATION AND INDEMNITY...................................................................39
   SECTION 6.08.    REPLACEMENT OF INDENTURE TRUSTEE.............................................................40
   SECTION 6.09.    SUCCESSOR INDENTURE TRUSTEE BY MERGER........................................................41
   SECTION 6.10.    APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE............................41
   SECTION 6.11.    ELIGIBILITY..................................................................................43
   SECTION 6.12.    PENNSYLVANIA MOTOR VEHICLE SALES FINANCE ACT LICENSES........................................44
   SECTION 6.13.    PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.............................................44

ARTICLE SEVEN

NOTEHOLDERS'LISTS AND REPORTS....................................................................................44

   SECTION 7.01.    ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND ADDRESSES OF NOTEHOLDERS.......................44
   SECTION 7.02.    PRESERVATION OF INFORMATION: COMMUNICATION TO NOTEHOLDERS....................................44
   SECTION 7.03.    REPORTS BY ISSUER............................................................................45
   SECTION 7.04.    REPORTS BY INDENTURE TRUSTEE.................................................................45

ARTICLE EIGHT

ACCOUNTS, DISBURSEMENTS AND RELEASES.............................................................................46

   SECTION 8.01.    COLLECTION OF MONEY..........................................................................46
   SECTION 8.02.    TRUST ACCOUNTS...............................................................................46
   SECTION 8.03.    GENERAL PROVISIONS REGARDING ACCOUNTS........................................................48
   SECTION 8.04.    RELEASE OF COLLATERAL........................................................................49
   SECTION 8.05.    OPINION OF COUNSEL...........................................................................49

ARTICLE NINE

SUPPLEMENTAL INDENTURES..........................................................................................49

   SECTION 9.01.    SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.......................................49
   SECTION 9.02.    SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS..........................................51
   SECTION 9.03.    EXECUTION OF SUPPLEMENTAL INDENTURES.........................................................52
   SECTION 9.04.    EFFECT OF SUPPLEMENTAL INDENTURE.............................................................52
   SECTION 9.05.    CONFORMITY WITH TRUST INDENTURE ACT..........................................................52
   SECTION 9.06.    REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES................................................52

ARTICLE TEN

MANDATORY PREPAYMENT OF NOTES....................................................................................53

   SECTION 10.01.   PREPAYMENT...................................................................................53
   SECTION 10.02.   FORM OF MANDATORY PREPAYMENT NOTICE..........................................................53

<PAGE>


ARTICLE ELEVEN

MISCELLANEOUS....................................................................................................54

   SECTION 11.01.   COMPLIANCE CERTIFICATES AND OPINIONS, ETC....................................................54
   SECTION 11.02.   FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE.............................................55
   SECTION 11.03.   ACTS OF NOTEHOLDERS..........................................................................56
   SECTION 11.04.   NOTICES......................................................................................56
   SECTION 11.05.   NOTICES TO NOTEHOLDERS; WAIVER...............................................................58
   SECTION 11.06.   ALTERNATE PAYMENT AND NOTICE PROVISIONS......................................................58
   SECTION 11.07.   EFFECT OF HEADINGS AND TABLE OF CONTENTS.....................................................59
   SECTION 11.08.   SUCCESSORS AND ASSIGNS.......................................................................59
   SECTION 11.09.   SEPARABILITY.................................................................................59
   SECTION 11.10.   BENEFITS OF INDENTURE........................................................................59
   SECTION 11.11.   LEGAL HOLIDAYS...............................................................................59
   SECTION 11.12.   GOVERNING LAW................................................................................59
   SECTION 11.13.   COUNTERPARTS.................................................................................59
   SECTION 11.14.   RECORDING OF INDENTURE.......................................................................59
   SECTION 11.15.   TRUST OBLIGATION.............................................................................60
   SECTION 11.16.   NO PETITION..................................................................................60
   SECTION 11.17.   INSPECTION...................................................................................60
   SECTION 11.18.   CONFLICT WITH TRUST INDENTURE ACT............................................................60
   SECTION 11.19.   DISCLAIMER AND SUBORDINATION.................................................................60

</TABLE>


<PAGE>

<TABLE>
<CAPTION>
                                                   EXHIBITS

                                                                                                              PAGE
                                                                                                              ----
<S>                                                                                                           <C>
Exhibit A - Form of Sale and Servicing Agreement...............................................................A-1
Exhibit B - Form of Class A-1 Note.............................................................................B-1
Exhibit C - Form of Class A-2 Note.............................................................................C-1
Exhibit D - Form of Class A-3 Note.............................................................................D-1
Exhibit E - Form of Class A-4 Note.............................................................................E-1
Exhibit F - Form of Class B Note...............................................................................F-1
Exhibit G - Form of Assignment.................................................................................G-1
Exhibit H - Form of Note Depository Agreement .................................................................H-1

</TABLE>