Exhibit 4.6(b)





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                         UAC SECURITIZATION CORPORATION
                               ASSET-BACKED NOTES



                               Issuable in Series




                                    INDENTURE



                           Dated as of October 7, 2003



                               JPMORGAN CHASE BANK
                         Paying Agent and Note Registrar



                            WILMINGTON TRUST COMPANY
                                Indenture Trustee



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                                TABLE OF CONTENTS

                                                                                                                Page
<S>     <C>    <C>    <C>    <C>    <C>    <C>
ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE..............................................................1

SECTION 1.1       DEFINITIONS.....................................................................................1
SECTION 1.2       OTHER TERMS....................................................................................13
SECTION 1.3       COMPUTATION OF TIME PERIODS....................................................................13
SECTION 1.4       INTERPRETATION.................................................................................13

ARTICLE II THE NOTES.............................................................................................13

SECTION 2.1       FORM...........................................................................................13
SECTION 2.2       EXECUTION, AUTHENTICATION AND DELIVERY.........................................................14
SECTION 2.3       NOTES ISSUABLE IN SERIES.......................................................................14
SECTION 2.4       REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE............................................17
SECTION 2.5       MUTILATED, DESTROYED, LOST OR STOLEN NOTES.....................................................18
SECTION 2.6       PERSONS DEEMED OWNER...........................................................................19
SECTION 2.7       PAYMENTS ON THE NOTES..........................................................................20
SECTION 2.8       CANCELLATION...................................................................................20
SECTION 2.9       [RESERVED].....................................................................................21
SECTION 2.10      INCREASED COSTS; CAPITAL ADEQUACY; ILLEGALITY..................................................21
SECTION 2.11      TAXES..........................................................................................22
SECTION 2.12      [RESERVED].....................................................................................23
SECTION 2.13      [RESERVED].....................................................................................23
SECTION 2.14      CERTAIN TRANSFER RESTRICTIONS..................................................................23
SECTION 2.15      LEGENDING OF NOTES.............................................................................24

ARTICLE III COVENANTS............................................................................................25

SECTION 3.1       DISTRIBUTIONS..................................................................................25
SECTION 3.2       MAINTENANCE OF OFFICE OR AGENCY................................................................27
SECTION 3.3       MONEY FOR PAYMENTS TO BE HELD IN TRUST.........................................................27
SECTION 3.4       EXISTENCE......................................................................................29
SECTION 3.5       PROTECTION OF SERIES COLLATERAL................................................................29
SECTION 3.6       OPINIONS AS TO SERIES COLLATERAL...............................................................30
SECTION 3.7       PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES...........................................31
SECTION 3.8       [RESERVED].....................................................................................32
SECTION 3.9       NEGATIVE COVENANTS.............................................................................32
SECTION 3.10      ANNUAL STATEMENT AS TO COMPLIANCE..............................................................33
SECTION 3.11      ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN CONDITIONS.......................................33
SECTION 3.12      [RESERVED].....................................................................................35
SECTION 3.13      NO OTHER BUSINESS..............................................................................35
SECTION 3.14      NO BORROWING...................................................................................35
SECTION 3.15      SERVICER'S OBLIGATIONS.........................................................................35
SECTION 3.16      GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES..............................................35
SECTION 3.17      CAPITAL EXPENDITURES...........................................................................36
SECTION 3.18      COMPLIANCE WITH LAWS...........................................................................36
SECTION 3.19      RESTRICTED PAYMENTS............................................................................36
SECTION 3.20      NOTICE OF EVENTS OF DEFAULT....................................................................36
SECTION 3.21      FURTHER INSTRUMENTS AND ACTS...................................................................36
SECTION 3.22      AMENDMENTS OF SERVICING AGREEMENT..............................................................36
SECTION 3.23      INCOME TAX CHARACTERIZATION....................................................................36
SECTION 3.24      TRANSACTIONS WITH AFFILIATES...................................................................37
SECTION 3.25      LOCATION OF OFFICES; CORPORATE NAME............................................................37
SECTION 3.26      [RESERVED].....................................................................................37
SECTION 3.27      MAINTENANCE OF BOOKS AND RECORDS; INSPECTIONS..................................................37





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SECTION 3.28      NO COMMINGLING.................................................................................37

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................38

SECTION 4.1       SATISFACTION AND DISCHARGE OF INDENTURE........................................................38
SECTION 4.2       APPLICATION OF MONEY HELD IN TRUST.............................................................39
SECTION 4.3       REPAYMENT OF MONIES HELD BY PAYING AGENT.......................................................39

ARTICLE V REMEDIES...............................................................................................39

SECTION 5.1       EVENTS OF DEFAULT..............................................................................39
SECTION 5.2       REMEDIES UPON EVENT OF DEFAULT.................................................................41
SECTION 5.3       COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY INDENTURE TRUSTEE......................42
SECTION 5.4       LIMITATION OF NOTEHOLDER RIGHTS................................................................44
SECTION 5.5       PRIORITIES.....................................................................................44
SECTION 5.6       SERIES PAYAHEAD ACCOUNTS.......................................................................45
SECTION 5.7       LIMITATION OF SUITS............................................................................46
SECTION 5.8       UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE PRINCIPAL AND INTEREST..........................47
SECTION 5.9       RESTORATION OF RIGHTS AND REMEDIES.............................................................47
SECTION 5.10      RIGHTS AND REMEDIES CUMULATIVE.................................................................47
SECTION 5.11      DELAY OR OMISSION NOT A WAIVER.................................................................47
SECTION 5.12      PROTECTION OF SECURITY INTEREST IN TRANSFERRED ACCOUNTS........................................48
SECTION 5.13      WAIVER OF PAST DEFAULTS........................................................................48
SECTION 5.14      UNDERTAKING FOR COSTS..........................................................................48
SECTION 5.15      WAIVER OF STAY OR EXTENSION LAWS...............................................................49
SECTION 5.16      ACTION ON NOTES................................................................................49
SECTION 5.17      PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.............................................49

ARTICLE VI THE INDENTURE TRUSTEE.................................................................................50

SECTION 6.1       DUTIES OF INDENTURE TRUSTEE....................................................................50
SECTION 6.2       RIGHTS OF INDENTURE TRUSTEE....................................................................52
SECTION 6.3       INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE.........................................................54
SECTION 6.4       INDENTURE TRUSTEE'S DISCLAIMER.................................................................54
SECTION 6.5       NOTICE OF DEFAULTS.............................................................................54
SECTION 6.6       REPORTS BY PAYING AGENT TO HOLDERS.............................................................54
SECTION 6.7       COMPENSATION AND INDEMNITY.....................................................................54
SECTION 6.8       REPLACEMENT OF INDENTURE TRUSTEE OR THE PAYING AGENT...........................................55
SECTION 6.9       SUCCESSOR INDENTURE TRUSTEE BY MERGER..........................................................57
SECTION 6.10      APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE INDENTURE TRUSTEE..............................57
SECTION 6.11      ELIGIBILITY....................................................................................59
SECTION 6.12      PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER...............................................59
SECTION 6.13      APPOINTMENT AND POWERS.........................................................................59
SECTION 6.14      PERFORMANCE OF DUTIES..........................................................................60
SECTION 6.15      [RESERVED].....................................................................................60
SECTION 6.16      REPRESENTATIONS AND WARRANTIES OF THE INDENTURE TRUSTEE AND OF THE PAYING AGENT................60
SECTION 6.17      WAIVER OF SETOFF...............................................................................60

ARTICLE VII NOTEHOLDERS' LISTS AND REPORTS.......................................................................61

SECTION 7.1       ISSUER TO FURNISH TO NOTE REGISTRAR NAMES AND ADDRESSES OF NOTEHOLDERS.........................61
SECTION 7.2       PRESERVATION OF INFORMATION: COMMUNICATIONS TO NOTEHOLDERS.....................................61

ARTICLE VIII DISBURSEMENTS AND RELEASES..........................................................................61

SECTION 8.1       COLLECTION OF MONEY............................................................................61
SECTION 8.2       RELEASE OF COLLATERAL..........................................................................62
SECTION 8.3       OPINION OF COUNSEL.............................................................................63

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................63

SECTION 9.1       SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.........................................63





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SECTION 9.2       SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS............................................64
SECTION 9.3       EXECUTION OF SUPPLEMENTAL INDENTURES...........................................................66
SECTION 9.4       EFFECT OF SUPPLEMENTAL INDENTURE...............................................................66
SECTION 9.5       [RESERVED].....................................................................................66
SECTION 9.6       REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES..................................................66

ARTICLE X REDEMPTION OF NOTES....................................................................................66

SECTION 10.1      REDEMPTION.....................................................................................66
SECTION 10.2      FORM OF REDEMPTION NOTICE......................................................................67
SECTION 10.3      NOTES PAYABLE ON REDEMPTION DATE...............................................................67

ARTICLE XI CREDIT ENHANCEMENT....................................................................................68

SECTION 11.1      POLICIES.......................................................................................68
SECTION 11.2      SPREAD ACCOUNTS................................................................................69

ARTICLE XII NON-RECOURSE PROVISIONS..............................................................................71

SECTION 12.1      NON-RECOURSE PROVISIONS........................................................................71

ARTICLE XIII MISCELLANEOUS.......................................................................................73

SECTION 13.1      COMPLIANCE CERTIFICATES AND OPINIONS, ETC......................................................73
SECTION 13.2      FORM OF DOCUMENTS DELIVERED TO INDENTURE TRUSTEE...............................................74
SECTION 13.3      ACTS OF NOTEHOLDERS............................................................................75
SECTION 13.4      NOTICES, ETC. TO INDENTURE TRUSTEE, INSURER, THE PAYING AGENT AND ISSUER.......................76
SECTION 13.5      NOTICES TO NOTEHOLDERS; WAIVER.................................................................77
SECTION 13.6      ALTERNATE PAYMENT AND NOTICE PROVISIONS........................................................77
SECTION 13.7      EFFECT OF HEADINGS AND TABLE OF CONTENTS.......................................................77
SECTION 13.8      SUCCESSORS AND ASSIGNS.........................................................................78
SECTION 13.9      BENEFITS OF INDENTURE..........................................................................78
SECTION 13.10     LEGAL HOLIDAYS.................................................................................78
SECTION 13.11     GOVERNING LAW; CONSENT TO JURISDICTION; WAIVER OF OBJECTION TO VENUE...........................78
SECTION 13.12     WAIVER OF JURY TRIAL...........................................................................78
SECTION 13.13     EXECUTION IN COUNTERPARTS; SEVERABILITY; INTEGRATION...........................................79
SECTION 13.14     RECORDING OF INDENTURE.........................................................................79
SECTION 13.15     [RESERVED].....................................................................................79
SECTION 13.16     CERTAIN MATTERS REGARDING THE INSURER..........................................................79
SECTION 13.17     NO PETITION....................................................................................80
SECTION 13.18     ACKNOWLEDGMENT OF PARTIES; INSURER DEFENSE COSTS...............................................80

EXHIBITS AND SCHEDULES

Exhibit A         Form of Series Supplement








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     INDENTURE dated as of October 7, 2003 among UAC SECURITIZATION CORPORATION,
a Delaware  corporation  (the "Issuer"),  WILMINGTON  TRUST COMPANY,  a Delaware
banking corporation, as Indenture Trustee (the "Indenture Trustee") and JPMORGAN
CHASE BANK, a New York banking corporation, as Paying Agent and Note Registrar.

                                   ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     Section 1.1 Definitions.

     Except  as  otherwise  specified  herein,  the  following  terms  have  the
respective  meanings  set  forth  below  for all  purposes  of  this  Indenture.
Capitalized  terms used herein and not otherwise  defined  herein shall have the
meanings  assigned  to them in the Note  Purchase  Agreement  or if not  defined
therein, as defined in the Servicing Agreement.

Accrued  Interest:  All interest accrued on the Receivables from, but excluding,
the  related  Cutoff  Date,  to and  including  the  date  of  purchase  of such
Receivable.

Act: As defined in Section 13.3(a).

Additional Amounts: As defined in Section 2.11(a).

Affected Party:  Each of the Note Purchasers,  each Liquidity Bank, any assignee
or  participant  of any Note  Purchaser  or  Liquidity  Bank,  Wachovia  Capital
Markets,  any  successor  to Wachovia  Capital  Markets as the Deal  Agent,  any
sub-agent  of the Deal  Agent,  Wachovia  and any  successor  to Wachovia as the
Liquidity Agent.

Affiliate:  With respect to a Person,  means any other Person that,  directly or
indirectly,  controls,  is  controlled  by or is under common  control with such
Person,  or is a director  or  officer  of such  Person.  For  purposes  of this
definition,  "control" (including the terms  "controlling,"  "controlled by" and
"under  common  control  with") when used with respect to any  specified  Person
means the possession, direct or indirect, of the power to vote 5% or more of the
voting  securities  of such  Person or to direct or cause the  direction  of the
management or policies of such Person,  whether  through the ownership of voting
securities, by contract, or otherwise.

Amount  Financed:  With respect to a Receivable,  the amount  advanced under the
Receivable  toward the purchase  price of the  Financed  Vehicle and any related
costs.

Applicable Law: For any Person,  all existing and future applicable laws, rules,
regulations  (including  proposed,  temporary and final income tax regulations),
statutes, treaties, codes ordinances, permits, certificates, orders and licenses
of  and  interpretations  by  any  Governmental  Authority  (including,  without
limitation,  usury laws,  the Federal Truth in Lending Act, and Regulation Z and
Regulation  B of the Board of  Governors  of the Federal  Reserve  System),  and
applicable judgments,  decrees,  injunctions,  writs, orders, or other action of
any Court,  arbitrator  or other  administrative,  judicial,  or  quasi-judicial
tribunal or agency of competent jurisdiction.





<PAGE>


Approved  Rating: A short term unsecured debt rating of Prime 1 from Moody's and
A-1+ from Standard & Poor's.

Authorized Officer: With respect to the Issuer and the Servicer,  any officer or
agent acting  pursuant to a power of attorney of the Issuer or the Servicer,  as
applicable,  who is  authorized  to act  for  the  Issuer  or the  Servicer,  as
applicable,  in matters relating to the Issuer and who is identified on the list
of Authorized  Officers  delivered by each of the Issuer and the Servicer to the
Indenture Trustee (with copies to the Deal Agent and the Insurer) on the Closing
Date  (as  such  list  may  be  modified  or  supplemented  from  time  to  time
thereafter).

Available  Funds:  For any  Distribution  Date  and any  Series  of  Notes,  the
aggregate  amount of  Collections  received  by the  Servicer  in respect of the
related  Series   Collateral  during  the  Collection  Period  related  to  such
Distribution  Date and  Indemnity  Amounts in respect of such Series  Collateral
that  actually  have been paid by the Servicer  during such  Collection  Period,
after  giving  effect to the net  transfer  from the related  Series  Collection
Account  to the  related  Series  Payahead  Account or from the  related  Series
Payahead  Account to the related Series  Collection  Account pursuant to Section
5.6.

Available Spread Amount: With respect to any Distribution Date and any Series of
Notes, the amount on deposit in the related Spread Account, including any income
or gain from any investment of funds in such Spread  Account,  net of any losses
from such investment  before giving effect to deposits into or withdrawals  from
such Spread Account on such Distribution Date pursuant to Article III.

Benefit Plan:  Any employee  benefit plan as defined in Section 3(3) of ERISA in
respect of which the Issuer or any ERISA  Affiliate  of the Issuer is, or at any
time during the immediately preceding six years was, an "employer" as defined in
Section 3(5) of ERISA.

Closing Date: October 8, 2003.

Code: The Internal  Revenue Code of 1986, as amended,  and Treasury  Regulations
promulgated thereunder.

Collection  Period:  With respect to any  Distribution  Date, the prior calendar
month.

Collections:  With  respect  to any Series  Collateral,  all  amounts  paid with
respect to such Series Collateral,  including the Series Receivables,  either by
the Obligor thereon,  or any other Person (including,  without  limitation,  all
related  Liquidation  Proceeds net of amounts  required to be  reimbursed to the
Servicer from Liquidation Proceeds pursuant to Section 3.1(d)).

Commercial Paper Notes: On any day, any short-term  promissory notes issued by a
Note Purchaser.

Controlling  Party:  With  respect to any Series of Notes that is insured by the
Insurer,  the Insurer,  so long as no Insurer Default shall have occurred and be
continuing  and the related  Policy shall remain in effect,  and the Deal Agent,
for so long as an Insurer Default shall have occurred and be continuing.






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Creditor  Representative:   Initially,  the  Plan  Committee  (the  "Committee")
established  under the Second Amended Plan of Reorganization of Union Acceptance
Corporation, approved in connection with the Chapter 11 proceeding in the United
States Bankruptcy Court,  Southern District of Indiana,  Indianapolis  Division,
Case No.  02-19231-BHL-11,  or any  successor  thereto or, in the absence of any
successor, one or more of the unsecured creditors authorized to act on behalf of
any such  committee.  No change in the identity of the  Creditor  Representative
shall be  effective  unless and until the most  recent  Creditor  Representative
shall have notified each of the parties hereto in writing of such change.

Cutoff Date:  With respect to any Series  Receivable  acquired from any Eligible
Trust, the last day of the Collection  Period ending prior to the related Series
Closing Date.

Default:  Any  occurrence  that is, or with  notice or the lapse of time or both
would become, an Event of Default.

Derivative: Any exchange-traded or over-the-counter (i) forward, future, option,
swap,  cap,  collar,  floor or  foreign  exchange  contract  or any  combination
thereof,  whether  for  physical  delivery or cash  settlement,  relating to any
interest rate, interest rate index,  currency,  currency exchange rate, currency
exchange  rate  index,  debt  instrument,  debt price,  debt  index,  depository
instrument, depository price, depository index, equity instrument, equity price,
equity index,  commodity,  commodity price or commodity index,  (ii) any similar
transaction,  contract,  instrument,  undertaking  or  security,  or  (iii)  any
transaction, contract, instrument, undertaking or security containing any of the
foregoing.

Distribution  Date: The eighth (8th) day of each month, or if such eighth day is
not a Business Day, the next following Business Day.

Eligible Investments: Any one or more of the following types of investments:

     (i) direct  obligations  of, and obligations the full and timely payment of
principal  and interest on which is fully  guaranteed  by, the United  States of
America,   the  Federal  National  Mortgage   Association,   or  any  agency  or
instrumentality  of the United  States of America the  obligations  of which are
backed by the full faith and credit of the United States of America;

     (ii) (A) demand and time deposits in, certificates of deposits of, bankers'
acceptances  issued by, or federal funds sold by any  depository  institution or
trust company  (including the Indenture Trustee or any of its agents,  acting in
their  respective  commercial  capacities)  incorporated  under  the laws of the
United  States of America,  any State thereof or the District of Columbia or any
foreign  depository  institution with a branch or agency licensed under the laws
of the  United  States  of  America  or any  State,  in  each  case  subject  to
supervision  and  examination  by Federal and/or State banking  authorities  and
rated  A-1+  by  Standard  &  Poor's  and  P-1 by  Moody's  at the  time of such
investment or contractual  commitment  providing for such  investment or (B) any
other demand or time deposit or certificate of deposit which is fully insured by
the Federal Deposit Insurance Corporation;

     (iii) repurchase  obligations with respect to (A) any security described in
clause (i) above or (B) any other security  issued or guaranteed by an agency or
instrumentality  of the






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United  States  of  America,  in either  case  entered  into  with a  depository
institution or trust company  (acting as principal)  described in clause (ii)(A)
above;

     (iv) short-term securities bearing interest or sold at a discount issued by
any corporation  incorporated  under the laws of the United States of America or
any State the short-term  unsecured  obligations of which have are rated A-1+ by
Standard & Poor's and P-1 by Moody's at the time of such  investment;  provided,
however,  that  securities  issued  by any  particular  corporation  will not be
Eligible  Investments to the extent that investment  therein will cause the then
outstanding  principal amount of securities  issued by such corporation and held
as part of the corpus of the Issuer to exceed 10% of amounts held in the related
Series Collection Account;

     (v) commercial  paper rated A-1+ by Standard & Poor's and P-1 by Moody's at
the time of such investment;

     (vi) a guaranteed  investment  contract issued by any insurance  company or
other  corporation  rated  A-1+ by  Standard  & Poor's  and P-1 by  Moody's  and
acceptable to the Rating Agencies and the Insurer (so long as no Insurer Default
shall  have  occurred  and be  continuing  and the Policy  shall be in  effect),
provided that the Indenture  Trustee shall have received written notice from the
Rating  Agencies to the effect that the  investment  of funds in such a contract
will not result in the reduction or withdrawal of any rating on the Notes;

     (vii) interests in any money market fund having a rating of AAA by Standard
& Poor's or Aaa by Moody's  (including  the money market funds of the  Indenture
Trustee in its commercial capacities); and

     (viii) any other investment approved in advance in writing by the Insurer.

Event of  Default:  With  respect to any Series of Notes,  as defined in Section
5.1.

Exchange Act: The Securities Exchange Act of 1934, as amended from time to time,
together with the rules and regulations in effect from time to time thereunder.

Executive Officer: 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.

Final Maturity Date:  With respect to any Series of Notes,  the "Final  Maturity
Date" set forth in the related  Series  Supplement  as the parties  hereto shall
agree.

Governmental Authority:  Any nation or government,  any state or other political
subdivision  thereof,  any  central  bank (or  similar  monetary  or  regulatory
authority)  thereof,  any  body or  entity  exercising  executive,  legislative,
judicial,  regulatory or administrative functions of or pertaining to government
and any court or arbitrator.

Grant: Mortgage,  pledge,  bargain, sell, warrant,  alienate,  remise,  release,
convey, assign,  transfer,  create, grant a lien upon and a security interest in
and right of set-off  against,  deposit,





                                       4
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set over and confirm pursuant to this Indenture and a related Series Supplement.
A Grant of any Series  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 such Series  Collateral and all other monies 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:  The Person in whose name a Note is registered on the Note
Register.

Increased  Costs:  Any amounts  required to be paid by the Issuer to an Affected
Party pursuant to Section 2.11.

Indemnity Amount:  The amount payable by the Servicer to the Issuer to indemnify
the Issuer and hold it harmless  from any loss,  cost or expense,  including any
loss in value of a Receivable,  the proceeds thereof or the collateral  securing
same,  arising  from the  intentional  or  negligent  breach by  Servicer of its
obligations hereunder or under the Servicing Agreement.

Indebtedness:  With respect to any Person at any date, (i) all  indebtedness  of
such Person for borrowed money or for the deferred purchase price of property or
services  (other than current  liabilities  incurred in the  ordinary  course of
business and payable in accordance  with customary  trade  practices) or that is
evidenced by a note, bond, debenture or similar instrument, (ii) all obligations
of such Person  under  leases  that shall have been or should be, in  accordance
with generally accepted accounting principles, recorded as capital leases, (iii)
all  obligations of such Person in respect of acceptances  issued or created for
the  account of such  Person,  (iv) all  liabilities  secured by any Lien on any
property  owned by such  Person  even  though  such  Person  has not  assumed or
otherwise  become  liable  for  the  payment  thereof,   (v)  all  indebtedness,
obligations or liabilities  of that Person in respect of  Derivatives,  and (vi)
all  obligations  under direct or indirect  guaranties in respect of obligations
(contingent  or  otherwise)  to purchase or otherwise  acquire,  or to otherwise
assure a creditor  against loss in respect of,  indebtedness  or  obligations of
others of the kind referred to in clauses (i) through (v) above.

Indenture: This Indenture, as amended and supplemented from time to time.

Indenture Trustee: Wilmington Trust Company, a Delaware banking corporation, not
in its individual capacity but as Indenture Trustee under this Indenture, or any
successor Indenture Trustee under this Indenture.

Indenture Trustee Office: The principal trust office of the Indenture Trustee at
1100 North Market  Street,  Rodney Square  North,  Wilmington,  Delaware  19890,
Attention:  Mary Kay Pupillo,  with copies of  correspondence  to JPMorgan Chase
Bank, 4 New York Plaza, New York, New York 10004, Attention: Institutional Trust
Services, or such other address as the Indenture Trustee may designate from time
to time in accordance with Section 13.4(a), or the principal trust office of any
successor Indenture Trustee.





                                       5
<PAGE>

Independent:  When used with respect to any specified Person,  means that such a
Person (i) is in fact independent of the Issuer and any of its Affiliates,  (ii)
is not a director,  officer or employee of the Issuer or any of its  Affiliates,
(iii) is not a Person related to any officer or director of the Issuer or any of
its Affiliates,  (iv) is not a holder  (directly or indirectly) of more than 10%
of any voting securities of the Issuer or any of its Affiliates,  and (v) is not
connection  with the Issuer or any of its  Affiliates  as an officer,  employee,
promoter,  underwriter,  trustee, partner, director or person performing similar
functions.

Initial Spread  Account  Amount:  For the Spread Account  related to a Series of
Notes, as defined in the related Series Supplement.

Insurance Agreement: The Master Insurance and Reimbursement Agreement,  dated as
of the Closing  Date,  by and between  the Issuer and the  Insurer,  pursuant to
which the Insurer shall issue the Policies with respect to a Series of Notes.

Insurance Policy: With respect to a Receivable,  any insurance policy (including
the insurance  policies  described in Section 3.04 of the  Servicing  Agreement)
benefiting  the holder of the  Receivable  providing  loss or  physical  damage,
credit life, credit disability,  theft, mechanical breakdown or similar coverage
with respect to the Financed Vehicle or the Obligor.

Insurer:  With respect to each Series of Notes issued hereunder,  MBIA Insurance
Corporation, a New York stock insurance company.

Insurer  Default:  With respect to any Series of Notes, a Default by the Insurer
under the Policy issued with respect to such Series of Notes and the  expiration
of any applicable cure period.

Insurer Defense Costs: All costs and expenses of the Insurer reasonably incurred
in connection with any action, Proceeding or governmental investigation to which
the Issuer is a party or  subject  that could  materially  adversely  affect the
Issuer or any of the  Series  Collateral  or the  rights or  obligations  of the
Insurer under any of the Transaction  Documents,  including (without limitation)
any  judgment or  settlement  entered into in  connection  with any such action,
proceeding or governmental  investigation,  together with interest  thereon at a
rate equal to the Prime Rate plus 1.0%.

Interest  Period:  For any  Distribution  Date  and any  Series  of  Notes,  the
Collection Period immediately preceding such Distribution Date.

Issuer:  The party named as such in this Indenture until a successor replaces it
and, thereafter, the successor.

Issuer Affiliates: The Issuer and all Affiliates of the Issuer.

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

Majority  Noteholders:  With respect to any Series of Notes, the Holders of more
than 50% of the Outstanding Amount of such Series of Notes;  provided,  however,
in determining  whether the Holders of the requisite  percentage  have given any
direction,  notice,  or  consent  under or  pursuant





                                       6
<PAGE>

to this  Indenture or any  applicable  Series  Supplement,  Notes of such Series
owned by the Issuer or any Affiliate thereof shall be disregarded and deemed not
to be Outstanding.

Master Trust  Account:  The reserve  account  established  by the Master Trustee
under the Master Trust Agreement.

Master Trust Agreement: That certain Master Trust Account Agreement, dated April
17, 2003, among UAC,  Performance  Securitization  Corporation,  the Issuer, the
Insurer,  Systems & Services  Technologies,  Inc.,  the  Official  Committee  of
Unsecured  Creditors of Union Acceptance  Corporation,  JPMorgan Chase Bank, BNY
Midwest Trust Company, The Bank of New York and the Master Trustee.

Master Trustee:  Wilmington  Trust Company,  in its role as Master Trustee under
the Master Trust Agreement, and its permitted successors and assigns.

Monthly  Interest:  For any Interest Period with respect to any Note of a Series
of Notes issued hereunder, the product of:

     NR x P x  1
              --
              12

     where:

     NR  =   the Note Rate applicable to such Series of Notes; and

     P   =   the Note  Balance of such Note as of the prior  Distribution  Date
             with respect to such Note.

Monthly  Principal:  With respect to any Series and any  Distribution  Date,  an
amount equal to the sum of the following:

     (i)  the amount by which the Pool Balance of the Series Receivables related
          to such Series of Notes declined during the related Collection Period;

     (ii) the additional  amount,  if any, which is necessary to reduce the Note
          Balance of such Series of Notes to zero on its Final Maturity Date.

     Except for the Final Maturity Date and the Redemption  Date for each Series
of Notes, the amount of Monthly Principal for any Series may be reduced pursuant
to  Section  3.1(c)  if the  amount  of  Available  Funds  for  such  Series  is
insufficient to pay all amounts required in Section 3.1(a)(i) through (iii). For
the purpose of determining Monthly Principal,  the unpaid Principal Balance of a
Defaulted  Receivable is deemed to be zero on and after the close of business on
the  last  day of the  Collection  Period  in  which  such  Receivable  became a
Defaulted  Receivable.  In no event will Monthly Principal for any Series exceed
the Pool Balance of the Series Receivables related to such Series of Notes.

Monthly Servicing Fee: As defined in the Servicing Agreement.






                                       7
<PAGE>

Moody's: Moody's Investors Service, Inc.

Net Principal  Policy Amount:  With respect to any Series of Notes,  the initial
Outstanding  Amount of such  Series  minus all amounts  previously  drawn on the
related Policy or from the Spread Account with respect to Monthly  Principal for
such Series.

Non-Recourse Provisions: The provisions set forth in Section 12.1.

Note Balance:  With respect to a Note, the initial principal amount of such Note
reduced by all payments of principal received thereon.

Note Owner:  With respect to any Note, the Person who is the beneficial owner of
such Note, as reflected on the books of the Note Registrar.

Note Purchase Agreement: The Note Purchase Agreement dated as of the date hereof
by and between the Initial Note Purchaser,  the Deal Agent,  the Liquidity Agent
and the Issuer.

Note Rate:  With  respect  to any Series of Notes,  on any day the Note Rate set
forth in the related Series Supplement.

Note Register and Note Registrar: As defined in Section 2.4.

Notes: Any Note of any Series issued hereunder.

Officer's  Certificate:  A certificate  signed by any Authorized  Officer of the
Issuer, under the circumstances  described in, and otherwise complying with, the
applicable  requirements of Section 13.1, and delivered to the Indenture Trustee
and the Insurer. Unless otherwise 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:  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 13.1, and shall be in
form and substance satisfactory to the Indenture Trustee and the Insurer.

Outstanding:  As  of  any  date  of  determination,  all  Notes  of  any  Series
theretofore authenticated and delivered under this Indenture except:

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

     (ii) Notes (or  portions  thereof)  for the  payment of which  money in the
          necessary amount has been theretofore  deposited with the 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  therefor,  satisfactory
          to the Indenture Trustee and the Paying Agent);





                                       8
<PAGE>

     (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  bona  fide  purchaser;  provided,  however,  that  in
          determining whether the Holders of the requisite Outstanding Amount of
          the Notes have given any request,  demand,  authorization,  direction,
          notice, consent or waiver hereunder or under any Transaction Document,
          Notes owned by the Issuer,  any other  obligor upon the Notes,  UAC or
          any Affiliate of any of the foregoing Persons shall be disregarded and
          deemed not to be outstanding,  except that, in determining whether the
          Indenture Trustee shall be protected in relying upon any such request,
          demand,  authorization,  direction,  notice,  consent or waiver,  only
          Notes that a  Responsible  Officer  of the  Indenture  Trustee  either
          actually  knows to be so owned or has received  written notice thereof
          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,  UAC or any  Affiliate  of any of the
          foregoing Persons; and

excluding,  in the cases of (i),  (ii) and (iii) above,  any amounts  previously
paid to  Holders  which  payments  have  been  rescinded  or  recovered  from or
otherwise required to be returned or repaid by any such Holder as a result of or
in connection with any proceeding of the type described in Section 5.1(d).

Outstanding  Amount:  With respect to any Series of Notes,  the  aggregate  Note
Balance  of all  Notes  in such  Series  that  are  Outstanding  at the  date of
determination.

Paying Agent:  With respect to each Series of Notes issued  hereunder,  JPMorgan
Chase Bank,  a New York  banking  corporation,  acting in such  capacity and any
other Person that meets the eligibility standards specified in Section 6.11 that
is  authorized  by the  Issuer to make  distributions  from  Series  Collections
Accounts and perform the functions of the Paying Agent hereunder.

Policy: With respect to any Series of Notes, the irrevocable  financial guaranty
insurance  policy dated as of the related  Series  Closing  Date,  issued by the
Insurer to the Indenture Trustee for the benefit of the Noteholders and having a
maximum  amount  available to be drawn in respect of the Monthly  Servicing Fee,
Monthly Interest and Monthly Principal equal to the Policy Amount.

Policy Amount: With respect to any Series of Notes, and any Distribution Date,

     (A)  the sum of:

          (x)  the Monthly Servicing Fee for such Series;

          (y)  Monthly Interest for such Series; and

          (z)  the lesser of (i) the Outstanding  Amount for such Series on such
               Distribution  Date (after giving effect to any  distributions  of
               Available  Funds for such Series and any funds withdrawn from the
               related Spread





                                       9
<PAGE>



               Account  to  pay  Monthly  Principal  for  such  Series  on  such
               Distribution  Date) and (ii) the Net Principal  Policy Amount for
               such  Series  (after  giving  effect  to  any   distributions  of
               Available  Funds for such Series and any funds withdrawn from the
               Spread Account to pay Monthly Principal for such Series); less

     (B)  amounts on deposit in the related Spread Account on such  Distribution
          Date (after giving effect to any  withdrawals  from the related Spread
          Account on such Distribution Date).

Pool Balance:  With respect to any Series and as of any date means the aggregate
Principal Balance of the related Series  Receivables as of such date;  provided,
however,  that for purposes of  determining  Monthly  Principal,  the  Principal
Balance of a Defaulted Receivable or a Purchased Asset (if actually purchased by
the  Servicer)  shall be deemed to be zero on and after the close of business on
the  last day of the  Collection  Period  in  which  the  Receivable  becomes  a
Defaulted Receivable or a Purchased Receivable that is actually purchased.

Predecessor  Note:  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 2.5 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.

Preference  Amounts:  With respect to any Series of Notes, has the meaning given
to such term in the related Policy.

Prime Rate:  The rate  announced by Wachovia from time to time as its prime rate
in the  United  States,  such rate to change  as and when such  designated  rate
changes.  The Prime  Rate is not  intended  to be the  lowest  rate of  interest
charged by Wachovia in connection with extensions of credit to debtors.

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

Rating Agency: Each of Moody's and Standard & Poor's and any other rating agency
that has been requested to issue a rating with respect to the  commercial  paper
notes issued by any Note Purchaser.

Record  Date:  With  respect to each  Distribution  Date means the  Business Day
immediately preceding such Distribution Date, unless otherwise specified herein.

Recoveries:  With respect to any Determination Date and any Series of Notes, the
aggregate  amount of all cash received by the Issuer  during the calendar  month
immediately  preceding  such  Determination  Date in  respect  of any  Defaulted
Receivable  included in the related  Series  Collateral,  including  the sale or
other  disposition  of the  related  Financed  Vehicle,  proceeds  of  Insurance
Policies with respect to the related Financed Vehicle, or payments made by or on
behalf of the related Obligor.






                                       10
<PAGE>

Redemption  Date:  With respect to any Series of Notes,  the  Distribution  Date
specified by the Servicer or the Issuer pursuant to Section 10.1.

Redemption  Price:  With respect to any Series of Notes,  an amount equal to the
then Outstanding  Amount of such Series of Notes being redeemed plus accrued and
unpaid interest thereon.

Required  Spread  Amount:   With  respect  to  any  Series  of  Notes  and  each
Distribution  Date, an amount equal to the lesser of (i) the  applicable  Spread
Account  Amount  and  (ii) the  Outstanding  Amount  of such  Series  of  Notes;
provided,  however,  upon and during the continuance of an Event of Default with
respect to such  Series or a Trigger  Event with  respect  to such  Series,  the
Required  Spread  Amount for such Series shall be equal to the Policy Amount for
such Series as of such  Distribution  Date,  without giving effect to amounts on
deposit in the Spread  Account,  after giving effect to any draws on the Policy,
draws on the Spread Account with respect to such Series and other  distributions
for such Series  pursuant to Section 3.1 on such  Distribution  Date.  Once such
Event of Default  with  respect to such Series or Trigger  Event with respect to
such Series has been cured or discontinued,  the Required Spread Amount for such
Series shall be determined as otherwise set forth above.

Responsible  Officer:  (i) With respect to the  Indenture  Trustee,  any officer
within the  Indenture  Trustee  Office of the Indenture  Trustee,  including any
managing  director,   vice  president,   assistant  vice  president,   assistant
treasurer,  assistant  secretary,  or any other officer of the Indenture Trustee
customarily  performing functions similar to those performed by any of the above
designated  officers and (ii) when used with respect to any other Person that is
not an individual, the president, any vice president or assistant vice president
or the  controller  of such  Person,  or any other  officer or  employee  having
similar functions.

Rule 144A: Rule 144A under the Securities Act, promulgated by the Securities and
Exchange Commission.

Secured Obligations: With respect to any Series of Notes, all obligations of the
Issuer with respect to such Series of Notes.

Secured Parties: With respect to any Series, the Noteholders of such Series, the
Indenture Trustee, the Paying Agent and the Insurer.

Securities  Act:  The  Securities  Act of 1933,  as  amended  from time to time,
together with the rules and regulations in effect from time to time thereunder.

Series:  A separate  Series of Notes issued  pursuant to a Series  Supplement to
this Indenture.

Series Closing Date:  With respect to any Series of Notes,  the date of issuance
of such Series of Notes, as specified in the related Series Supplement.

Series  Collateral:  With  respect  to each  Series  of  Notes,  the  collateral
therefor, as identified in the related Series Supplement.

Series  Collection  Account:  With respect to each Series of Notes,  the account
established  by the Issuer  pursuant to the Servicing  Agreement as a segregated
trust  account  in the name of the






                                       11
<PAGE>

Indenture  Trustee for the benefit of the Secured  Parties  with respect to such
Series of Notes and in which all Series Collections are deposited.

Series  Receivables:  With  respect  to any  Series  of Notes,  the  Receivables
acquired  from the related  Eligible  Trust or Trusts and pledged as part of the
related Series Collateral to secure such Series of Notes.

Series Supplement: An indenture supplemental to this Indenture that authorizes a
particular Series.

Servicer: Systems & Services Technologies, Inc.

Servicing Agreement:  The Servicing Agreement dated as of October 7, 2003, among
the Issuer and the Servicer.

Servicing Transfer Agreement: The Servicing Transfer Agreement,  dated April 17,
2003  among  UAC,  the  Insurer,  the  Servicer,   the  Issuer  and  Performance
Securitization Corporation.

Spread Account: As defined in Section 11.2(a).

Spread Account  Amount:  For any Series of Notes and the related Spread Account,
has the meaning given to such term in the related Series Supplement.

Standard  & Poor's:  Standard  & Poor's  Ratings  Services,  a  division  of The
McGraw-Hill Companies, Inc.

State:  Any one of the 50 states of the United States of America or the District
of Columbia.

Successor  Servicing Fee: With respect to each  Distribution Date and any Series
of Notes,  an amount equal to the greater of (a) the Monthly  Servicing  Fee and
(b) any Successor Servicing Fee payable under the Servicing Agreement.

Trigger Event: For any Series, as defined in the Insurance Agreement.

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

Wachovia: Wachovia Bank, National Association.

Wachovia Capital Markets: Wachovia Capital Markets, LLC.

UAC: Union Acceptance  Corporation,  an Indiana corporation,  and its successors
and assigns.

UCC: With respect to any jurisdiction,  the Uniform Commercial Code as in effect
in the respective jurisdiction.






                                       12
<PAGE>

     Section 1.2 Other Terms.

     All  accounting  terms used but not  specifically  defined  herein shall be
construed in accordance with GAAP. All terms used in Article 9 of the UCC in the
State of New York, and used but not specifically defined herein, are used herein
as defined in such Article 9.

     Section 1.3 Computation of Time Periods.

     Unless otherwise  stated in this Indenture,  in the computation of a period
of time from a specified date to a later  specified  date, the word "from" means
"from  and  including"  and  the  words  "to"  and  "until"  each  mean  "to but
excluding."

     Section 1.4 Interpretation.

     In each Transaction Document, unless a contrary intention appears:

     (a) the singular number includes the plural number and vice versa;

     (b) reference to any Person  includes such Person's  successors and assigns
but, if  applicable,  only if such  successors  and assigns are permitted by the
Transaction Documents;

     (c) reference to any gender includes each other gender;

     (d)  reference  to any  agreement  (including  any  Transaction  Document),
document or instrument means such agreement,  document or instrument as amended,
supplemented  or modified and in effect from time to time in accordance with the
terms thereof and, if applicable,  the terms of the other Transaction Documents,
and reference to any  promissory  note includes any  promissory  note that is an
extension or renewal thereof or a substitute or replacement therefor; and

     (e) reference to any Applicable  Law means such  Applicable Law as amended,
modified,  codified,  replaced or reenacted,  in whole or in part, and in effect
from time to time,  including rules and regulations  promulgated  thereunder and
reference  to any section or other  provision of any  Applicable  Law means that
provision of such  Applicable  Law from time to time in effect and  constituting
the   substantive   amendment,   modification,   codification,   replacement  or
reenactment of such section or other provision.


                                   ARTICLE II

                                    THE NOTES

     Section 2.1 Form.

     The Notes part of any Series  issued  hereunder,  together with the related
Indenture Trustee's certificate of authentication, shall be in substantially the
form  set  forth  in  Exhibit  A in the  related  Series  Supplement  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




                                       13
<PAGE>

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 in a Series  shall be dated the date of its  authentication.  The
terms of the Notes set forth in Exhibit A to the related  Series  Supplement are
part of the terms of this Indenture and such Series Supplement.

     Section 2.2 Execution, Authentication and Delivery.

     Unless provided otherwise in any applicable Series Supplement, with respect
to each Series of Notes issued hereunder:

     (a) 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 original or facsimile.

     (b) Notes bearing the original 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.

     (c) [Reserved].

     (d) Each  Note  shall be dated  the date of its  authentication.  The Notes
shall be issuable as registered  Notes in the minimum  denomination  of $100,000
and in integral multiples of $1,000 in excess thereof (except for one Note which
may be issued in a  denomination  other than an  integral  multiple of $1,000 in
excess thereof).

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

     Section 2.3 Notes Issuable in Series.

     The Notes may be issued in one or more  Series.  Each Note  shall bear upon
the face thereof the designation so selected for the Series to which it belongs.
All Notes of the same Series shall be  identical in all respects  except for the
denominations thereof.

     Each Series of Notes shall be created by a Series  Supplement  establishing
the terms  and  provisions  of such  Series,  shall be  issuable  in  registered
certificated  form, and in the  denominations as to each Series set forth in the
related Series Supplement and shall be authenticated by the Indenture Trustee on
the related  Series  Closing Date upon  delivery by the Issuer to the  Indenture
Trustee and receipt by the Indenture Trustee of the following:






                                       14
<PAGE>

     (a) an Issuer  Order  authorizing  and  directing  the  authentication  and
delivery of the Notes of such new Series by the Indenture Trustee and specifying
the designation of such new Series,  the aggregate  principal amount of Notes of
such new Series to be  authenticated  and the Note Rate with respect to such new
Series;

     (b) a Series Supplement in form satisfactory to the Indenture Trustee,  the
Deal Agent and the Insurer executed by the Issuer and the Indenture  Trustee and
specifying the Note Rate and Final Maturity Date of such new Series;

     (c) the Policy  related  to such  Series,  executed  and  delivered  by the
Insurer;

     (d) an  Officer's  Certificate  of the  Issuer  dated as of the  applicable
Series  Closing  Date to the effect  that (i) no Default or Event of Default has
occurred  with  respect to any  Series of Notes,  (ii) the  issuance  of the new
Series of Notes will not result in any breach of any of the terms, conditions or
provisions  of or constitute a default under any  indenture,  mortgage,  deed of
trust or other  agreement  or  instrument  to which the  Issuer is a party or by
which it or its  property  is bound or any order of any court or  administrative
agency  entered  in  any  suit,  action  or  other  judicial  or  administrative
proceeding  to which the Issuer is a party or by which it or its property may be
bound or to which it or its property may be subject,  (iii) all  representations
and  warranties of the Issuer set forth in the  Indenture  and each  Transaction
Document with respect to each Outstanding  Series of Notes are true and correct,
without giving effect to any limitations contained therein excluding Transaction
Documents  relating solely to a Series,  in all material respects (to the extent
any  such  representations  and  warranties  do not  incorporate  a  materiality
limitation in their terms) as of the Series Closing Date,  (iv) all  instruments
furnished  to the  Indenture  Trustee  conform in all  material  respects to the
requirements of this Indenture and the related Series  Supplement and constitute
all the  documents  required to be delivered  hereunder and  thereunder  for the
Indenture  Trustee to  authenticate  and deliver the new Series of Notes and (v)
all  conditions  precedent  provided in this  Indenture  and the related  Series
Supplement with respect to the  authentication and delivery of the new Series of
Notes have been complied with;

     (e) unless otherwise specified in the related Series Supplement, an Opinion
of Counsel, subject to the assumptions and qualifications stated therein, and in
a form substantially acceptable to the Indenture Trustee, the Deal Agent and the
Insurer,  dated the applicable Series Closing Date,  substantially to the effect
that:

     (i)  all  conditions  precedent  provided  for in  this  Indenture  and the
          related  Series  Supplement  with  respect to the  authentication  and
          delivery  of the new  Series of Notes have been  complied  with in all
          material respects;

     (ii) the Issuer is a corporation  duly  incorporated  under the laws of the
          State of Delaware  and has, or at the time of  execution  and delivery
          had, the power and authority to execute and deliver the related Series
          Supplement,  this  Indenture  and each other  Transaction  Document to
          which  it is a party  (other  than  any  Series  Supplement  or  other
          Transaction  Document  relating solely to another Series of Notes) and
          to issue the new Series of Notes;





                                       15
<PAGE>

     (iii)the related  Series  Supplement,  this Indenture and each of the other
          Transaction  Documents  to which the Issuer is a party (other than any
          Series  Supplement or other  Transaction  Document  relating solely to
          another  Series of Notes)  have been  duly  authorized,  executed  and
          delivered by the Issuer;

     (iv) the new Series of Notes has been duly  authorized  and  executed  and,
          when  authenticated and delivered in accordance with the provisions of
          this  Indenture and the related  Series  Supplement,  will  constitute
          valid,  binding and enforceable  obligations of the Issuer entitled to
          the  benefits of this  Indenture  and the related  Series  Supplement,
          subject,  in the  case  of  enforcement,  to  bankruptcy,  insolvency,
          reorganization, moratorium and other similar laws affecting creditors'
          rights generally and to general principles of equity and by an implied
          covenant of good faith and fair dealing;

     (v)  this  Indenture,  the related Series  Supplement and each of the other
          Transaction  Documents  to which the Issuer is a party (other than any
          Series  Supplement or other  Transaction  Document  relating solely to
          another  Series of Notes) are legal,  valid and binding  agreements of
          the Issuer,  enforceable in accordance  with their  respective  terms,
          subject to  bankruptcy,  insolvency,  reorganization,  moratorium  and
          other  similar  laws  affecting  creditors'  rights  generally  and to
          general  principles of equity and by an implied covenant of good faith
          and fair dealing;

     (vi) the Issuer is not, and is not controlled  by, an "investment  company"
          within the meaning  of, or is  required to register as an  "investment
          company" under,  the Investment  Company Act of 1940, and neither this
          Indenture  nor  the  related  Series  Supplement  is  required  to  be
          registered under the Trust Indenture Act;

     (vii)the offer and sale of the new  Series of Notes is not  required  to be
          registered under the Securities Act;

   (viii) the  Indenture  and the related  Series  Supplement  are  effective to
          create a legal, valid and enforceable  security interest in the Series
          Collateral solely for the benefit of the Secured Parties and that such
          security interest constitutes a first,  perfected security interest in
          the Series Collateral;

     (ix) the assets of the Issuer will not be substantively  consolidated  with
          the assets of UAC in the event of the insolvency of UAC;

     (x)  there does not exist any  pending or  threatened  litigation  known to
          such counsel  which,  if adversely  determined,  would  materially and
          adversely  affect the ability of the Issuer to perform its obligations
          under any of the Transaction Documents;

     (xi) there  is  no  conflict   with  or  violation  of  any  court  decree,
          injunction,  writ or order  known to such  counsel  applicable  to the
          Issuer or any breach or default of any  indenture,  agreement or other
          instrument  known to such  counsel as a result of the issuance of such
          Series of Notes by the Issuer; and





                                       16
<PAGE>

     (xii)such other  matters as the  Indenture  Trustee,  the Deal Agent or the
          Insurer may reasonably require;

     (f)  evidence of the Grant by the Issuer to the  Indenture  Trustee for the
benefit of the Secured Parties of a first priority,  perfected security interest
in and to the Series Collateral;

     (g) evidence (which,  in the case of the filing of financing  statements on
form UCC-1, may be telephonic, followed by prompt written confirmation) that the
Servicer holds the Receivable  Files for the related Series  Receivables  (other
than the  Receivable  Files for  Defaulted  Receivables  subject to  disposition
pursuant to Section 3.03(c) of the Servicing  Agreement) and that the Issuer has
caused all assignments,  filings  (including  filing of financing  statements on
form UCC-l) and recordings to be accomplished  as may be reasonably  required by
law to establish,  perfect, protect and preserve the rights, titles,  interests,
remedies,  powers,  privileges,  licenses and security interest of the Indenture
Trustee in the Series Collateral for the benefit of the Secured Parties; and

     (h) such other documents, instruments, certifications,  agreements or other
items as the  Indenture  Trustee,  the Deal Agent or the Insurer may  reasonably
require.

Upon satisfaction of such conditions,  the Indenture Trustee shall  authenticate
and deliver,  as provided above,  such Series of Notes upon execution thereof by
the Issuer.

     Each  Series of Notes  shall be secured by its Series  Collateral  only and
shall not have any  rights in the  Series  Collateral  pledged  by the Issuer to
secure any other Series of Notes.

     Section 2.4 Registration; Registration of Transfer and Exchange.

     (a) The Issuer shall cause to be maintained a register with respect to each
Series of Notes issued hereunder (each, a "Note Register") in which,  subject to
such  reasonable  regulations as it may prescribe,  the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The Paying
Agent  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.

     (b) If a Person  other than the Paying  Agent is appointed by the Issuer as
Note  Registrar  with respect to any Series,  the Issuer will give the Indenture
Trustee and the Paying Agent 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 and the Paying Agent shall have the right to
inspect the Note Register at all reasonable  times and to obtain copies thereof.
The Indenture  Trustee and the Paying Agent shall have the right to conclusively
rely upon a certificate executed on behalf of the Note Registrar by an Executive
Officer  thereof as to the names and  addresses  of the Holders of the Notes and
the principal amounts and number of such Notes.

     (c) Upon surrender for  registration  or transfer of any Note at the office
or agency of the Issuer to be  maintained as provided in Section 3.2, and if the
requirements  of Section  8-401(1) of the UCC are met, the Issuer shall  execute
and cause the Indenture  Trustee to





                                       17
<PAGE>

authenticate one or more new Notes, in any authorized denominations,  and a like
aggregate  principal  amount.  A Noteholder  may also obtain from the  Indenture
Trustee, in the name of the designated transferee or transferees one or more new
Notes, in any authorized denominations, and a like aggregate principal amount.

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

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

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

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

     (h)  Notwithstanding,  the preceding provisions of this Section, the Issuer
shall not be required to make, and the Note  Registrar  shall not be required to
register,  transfers or exchanges of Notes  selected for redemption for a period
of five (5) days preceding any Distribution Date.

     (i) Each  transfer of a Note  pursuant to this  Section 2.4 shall comply in
all respects with the requirements of Section 2.14. The Note Registrar shall not
register  any  transfer  of any  Note  that is not made in  compliance  with the
provisions of Section 2.14 and any transfer  purported to be made that is not in
compliance with the provisions of Section 2.14 shall be null and void.

     Section 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

     (a) If (i) any mutilated Note is surrendered to the Indenture  Trustee,  or
the Indenture  Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture  Trustee
and  the  Insurer  (unless  an  Insurer  Default  shall  have  occurred  and  be
continuing)  such  security or  indemnity as may be required by them to hold the
Issuer,  Insurer and the  Indenture  Trustee  harmless,  then, in the absence of
notice to the Issuer,




                                       18
<PAGE>

the Note Registrar or the Indenture  Trustee that such Note has been acquired by
a bona fide  purchaser,  and provided that the  requirements of Section 8-405 of
the UCC are met,  the Issuer  shall  execute  and upon its  written  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;
provided,  however,  that if any such destroyed,  lost or stolen Note, but not a
mutilated Note, shall have become or within seven days shall be due and payable,
or shall have been called for redemption,  the Issuer may,  instead of issuing a
replacement  Note,  direct  the  Indenture  Trustee,  in  writing,  to pay  such
destroyed,  lost or stolen  Note when so due or payable  or upon the  Redemption
Date without surrender thereof.  If, after the delivery of such replacement Note
or payment of a  destroyed,  lost or stolen Note  pursuant to the proviso to the
preceding sentence,  a bona fide purchaser of the original Note in lieu of which
such  replacement  Note was issued presents such original Note for payment,  the
Issuer,  the Insurer 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 bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer, the Insurer or the Indenture Trustee in connection therewith.

     (b) 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  and their
counsel) connected therewith.

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

     (d) 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 2.6 Persons Deemed Owner.

     Prior to due  presentment  for  registration  of transfer of any Note,  the
Issuer,  the  Indenture  Trustee  and any agent of the  Issuer or the  Indenture
Trustee  may treat the  Person in whose name any Note is  registered  (as of the
Record Date) as the owner of such Note for the purpose of receiving  payments of
principal  of and  interest,  if any on such  Note  and for all  other  purposes
whatsoever,  whether or not such Note be overdue,  and none of the  Issuer,  the
Indenture  Trustee nor any agent of the Issuer or the Indenture Trustee shall be
affected by notice to the contrary.






                                       19
<PAGE>

     Section 2.7 Payments on the Notes.

     (a) The  Notes  shall  accrue  interest  daily and such  interest  shall be
payable to the respective  Noteholders on each Distribution Date. The Deal Agent
shall  determine the Monthly  Interest to be due to each Series of Notes on each
Distribution  Date and shall  advise  the  Servicer,  the  Paying  Agent and the
Indenture  Trustee thereof on the third Business Day preceding such Distribution
Date. All payments of interest or principal payable on any Note shall be paid to
the  Person  in whose  name  such  Note (or one or more  Predecessor  Notes)  is
registered  on the Record Date no later than 11:00 a.m.,  New York City time, on
each  Distribution  Date by wire transfer of immediately  available funds to the
account  specified  by such  Person on the Note  Register.  Notwithstanding  the
foregoing,  the final  distribution  in respect of any Note will be payable only
upon  presentation and surrender of such Note at the office or agency maintained
for that purpose by the Note Registrar pursuant to Section 3.2 hereof. Any funds
represented by any such checks returned  undelivered shall be held in accordance
with Section 3.3.

     (b) If the Issuer  defaults  in a payment of interest on a Series of Notes,
the  Issuer  shall pay  defaulted  interest  (plus  interest  on such  defaulted
interest to the extent lawful) at the applicable  Note Rate to the extent lawful
on such  Series of Notes.  The Issuer  shall pay such  defaulted  interest  (and
accrued  interest  thereon) to the Persons who are Noteholders of such Series of
Notes as provided under Section 3.1 on the next  Distribution  Date. The Issuer,
the Indenture Trustee and the other parties to the Transaction  Documents intend
to contract in strict  compliance with applicable usury law from time to time in
effect. In furtherance thereof such Persons stipulate and agree that none of the
terms and  provisions  contained  in the  Transaction  Documents  shall  ever be
construed  to provide for  interest in excess of the maximum  amount of interest
permitted to be contracted for, charged, or received by Applicable Law from time
to time in effect.  Neither  the Issuer  nor any  present or future  guarantors,
endorsers,  or other  Persons  hereafter  becoming  liable  for  payment  of any
Outstanding  Amount or any other  obligation  hereunder or under the Notes shall
ever be liable for  unearned  interest  thereon or shall ever be required to pay
interest thereon in excess of the maximum amount that may be lawfully contracted
for, charged,  or received under Applicable Law from time to time in effect, and
the  provisions of this section  shall control over all other  provisions of the
Transaction Documents which may be in conflict or apparent conflict herewith.

     Section 2.8 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  canceled by the
Indenture  Trustee.  The Issuer may at any time deliver to the Indenture Trustee
for  cancellation  any Notes previously  authenticated  and delivered  hereunder
which the Issuer may have  acquired in any manner  whatsoever,  and all Notes so
delivered shall be promptly canceled by the Indenture Trustee.  The Issuer shall
provide  written  notice to the Note  Registrar of any Notes that it delivers to
the Indenture trustee for cancellation.  No Notes shall be authenticated in lieu
of or in exchange for any Notes canceled as provided in this Section,  except as
expressly  permitted by this Indenture or any applicable Series Supplement.  All
canceled Notes may be held or disposed of by the Indenture Trustee in accordance
with its standard  retention or disposal  policy as in effect at the time unless
the Issuer




                                       20
<PAGE>

shall  direct by an Issuer  Order  that they be  destroyed  or  returned  to it;
provided that such Issuer Order is timely and the Notes have not been previously
disposed of by the Indenture Trustee.

     Section 2.9 [Reserved].

     Section 2.10 Increased Costs; Capital Adequacy; Illegality.

     (a) If either  (i) the  introduction  of, any  change  (including,  without
limitation, any change by way of imposition or increase of reserve requirements)
in, or any change in the  interpretation  of, any law or  regulation or (ii) the
compliance by an Affected Party with any guideline or request,  from any central
bank or other  Governmental  Authority (whether or not having the force of law),
shall (A) subject an Affected  Party to any tax (except for taxes on the overall
net income of such  Affected  Party),  duty or other  charge with respect to the
Indenture or the Notes, or on any payment made hereunder,  (B) impose, modify or
deem applicable any reserve  requirement  (including,  without  limitation,  any
reserve  requirement  imposed by the Board of Governors  of the Federal  Reserve
System,  but  excluding  any  reserve  requirement,  if  any,  included  in  the
determination  of  Interest),  special  deposit or similar  requirement  against
assets  of,  deposits  with or for the  amount  of, or credit  extended  by, any
Affected Party or (C) impose any other  condition  affecting a Note  Purchaser's
rights  hereunder,  the result of which is to increase  the cost to any Affected
Party or to reduce the amount of any sum received or  receivable  by an Affected
Party  under this  Agreement,  then  within  ten (10) days after  demand by such
Affected Party (which demand shall be  accompanied by a statement  setting forth
the basis for such  demand),  the  Issuer  shall,  subject  to the  Non-Recourse
Provisions, pay to such Affected Party such additional amount or amounts as will
compensate such Affected Party for such additional or increased cost incurred or
such reduction suffered.

     (b)  If  either  (i)  the  introduction  of or  any  change  in  or in  the
interpretation of any law, guideline, rule, regulation,  directive or request or
(ii) compliance by any Affected Party with any law, guideline, rule, regulation,
directive or request from any central  bank or other  Governmental  Authority or
agency (whether or not having the force of law), including,  without limitation,
compliance by an Affected Party with any request or directive  regarding capital
adequacy,  has or would  have the effect of  reducing  the rate of return on the
capital of any Affected Party as a consequence of its  obligations  hereunder or
arising in  connection  herewith to a level  below that which any such  Affected
Party  could  have  achieved  but for such  introduction,  change or  compliance
(taking into  consideration  the policies of such Affected Party with respect to
capital  adequacy) by an amount  deemed by such  Affected  Party to be material,
then from time to time, within ten (10) days after demand by such Affected Party
(which demand shall be  accompanied  by a statement  setting forth the basis for
such demand), the Issuer, subject to the Non-Recourse  Provisions,  shall pay to
such Affected Party such  additional  amount or amounts as will  compensate such
Affected Party for such reduction.

     (c) If as a result of any event or circumstance  similar to those described
in  clauses  (a) or (b) of this  Section,  any  Affected  Party is  required  to
compensate a bank or other financial  institution  providing  liquidity support,
credit enhancement or other similar support to such Affected Party in connection
with this Agreement or the funding or maintenance of the Notes  hereunder,  then
within ten (10) days after demand by such Affected Party, the Issuer, subject to
the  Non-Recourse  Provisions,  shall pay to such Affected Party such additional
amount or




                                       21
<PAGE>

amounts as may be  necessary to reimburse  such  Affected  Party for any amounts
payable or paid by it.

     (d) In determining  any amount  provided for in this Section,  the Affected
Party may use any reasonable  averaging and  attribution  methods.  Any Affected
Party  making a claim under this  Section  shall  submit to the Servicer and the
Issuer  a  written  description  as to  such  additional  or  increased  cost or
reduction  and the  calculation  thereof,  which  written  description  shall be
conclusive absent demonstrable error.

     Section 2.11 Taxes.

     (a) All payments  made by the Issuer or the Servicer  under this  Indenture
will be made free and clear of and without  deduction or  withholding  for or on
account of any taxes.  If any taxes are required to be withheld from any amounts
payable to the Deal Agent,  the Liquidity  Agent or any Secured Party,  then the
amount payable to such Person will be increased (such increase,  the "Additional
Amount") such that every net payment made under this Agreement after withholding
for or on account of any taxes (including, without limitation, any taxes on such
increase)  is not less than the  amount  that  would  have been paid had no such
deduction or withholding been deducted or withheld.  The foregoing obligation to
pay Additional  Amounts,  however,  will not apply with respect to net income or
franchise  taxes  imposed on a Note  Purchaser or the Deal Agent,  respectively,
with respect to payments required to be made by the Issuer or the Servicer under
this  Indenture,  by a taxing  jurisdiction  in which such Note Purchaser or the
Deal Agent is organized,  conducts business or is paying taxes as of the Closing
Date (as the case may be).

     (b) The Issuer, subject to the Non-Recourse Provisions, will indemnify each
Affected  Party for the full amount of taxes  (other  than  income or  franchise
taxes) arising in respect of payments due such Person  hereunder  (except to the
extent  provided in subsection (a) above) and payable by such Person in addition
to  Additional  Amounts and any  liability  (including  penalties,  interest and
expenses) arising therefrom or with respect thereto.  All payments in respect of
this  indemnification  shall be made within ten (10) days after written  invoice
therefor is delivered to the Issuer and the Servicer.

     (c) Within 30 days after the date of any payment by the Issuer of any taxes
in connection with a deduction or withholding described in subsection (a) above,
the Issuer will  furnish to the Deal  Agent,  at its address set forth under its
name on the signature pages hereof, appropriate evidence of payment thereof.

     (d) If a Note  Purchaser is not created or organized  under the laws of the
United States or a political  subdivision  thereof,  such Note  Purchaser  shall
deliver to the Issuer,  with a copy to the Deal Agent,  (i) within 15 days after
the date hereof,  or, if such Note Purchaser  becomes a Note Purchaser after the
Closing Date,  the date on which such Note  Purchaser  becomes a Note  Purchaser
hereunder,  two (or such other number as may from time to time be  prescribed by
Applicable Law) duly completed  copies of IRS Form W-8BEN or Form W-8ECI (or any
successor  forms or other  certificates  or statements that may be required from
time to time by the relevant  United  States  taxing  authorities  or Applicable
Law), as  appropriate,  to permit the Issuer to make payments  hereunder for the
account  of such  Note  Purchaser,  as the case  may be,  without




                                       22
<PAGE>

deduction or  withholding  of United States  federal income or similar taxes and
(ii) upon the  obsolescence  of or after the occurrence of any event requiring a
change in, any form or certificate previously delivered pursuant to this Section
2.11(d),  copies  (in such  numbers  as may from time to time be  prescribed  by
Applicable Law) of such additional,  amended or successor forms, certificates or
statements as may be required under  Applicable Law to permit the Issuer to make
payments hereunder for the account of such Note Purchaser,  without deduction or
withholding of United States federal income or similar taxes.

     (e) If,  in  connection  with an  agreement  or  other  document  providing
liquidity  support,  credit  enhancement  or other  similar  support to the Note
Purchasers in connection  with this  Indenture or the funding or  maintenance of
the Outstanding Amount hereunder, the Note Purchasers are required to compensate
a bank or other  financial  institution in respect of taxes under  circumstances
similar to those  described  in this  Section,  then  within ten (10) days after
demand  by  the  Note  Purchasers,  the  Issuer,  subject  to  the  Non-Recourse
Provisions,  shall pay to the Note Purchasers such additional  amount or amounts
as may be  necessary to reimburse  the Note  Purchasers  for any amounts paid by
them.

     (f) Without  prejudice to the survival of any other agreement of the Issuer
hereunder,  the  agreements  and  obligations  of the Issuer  contained  in this
Section  shall survive the  termination  of this  Indenture  and any  applicable
Series Supplement.

     Section 2.12 [Reserved].

     Section 2.13 [Reserved].

     Section 2.14 Certain Transfer Restrictions.

     No Note  may be sold or  transferred  (including,  without  limitation,  by
pledge or hypothecation) unless such sale or transfer is (i) pursuant to a valid
registration  under the Securities Act and any  applicable  state  securities or
"Blue  Sky"  laws,  or (ii)  pursuant  to an  exemption  from  the  registration
requirements  of the Securities  Act, and, in each case, in compliance  with any
applicable state securities or "Blue Sky" laws. Prior to any sale or transfer of
the Notes  described  in clause (ii) above,  each  prospective  purchaser of the
Notes will be deemed to have  represented to the Indenture  Trustee and the Note
Registrar and agreed as follows:

     (a) It is a  qualified  institutional  buyer as defined in Rule 144A and is
acquiring  the Notes for its own  institutional  account or for the account of a
qualified institutional buyer.

     (b) It  understands  that the Notes are being offered in a transaction  not
involving  any public  offering in the United  States  within the meaning of the
Securities Act, that the Notes have not been registered under the Securities Act
and that (i) the Notes may be offered,  resold, pledged or otherwise transferred
only  (A)  to a  person  who  the  seller  reasonably  believes  is a  qualified
institutional  buyer in a transaction exempt from the registration  requirements
of the  Securities  Act, and, in each case, in  compliance  with any  applicable
state securities or "Blue Sky" laws or (B) pursuant to an effective registration
statement, and in each case, in accordance with any applicable laws of any State
of the United States or any other applicable jurisdiction




                                       23
<PAGE>

and (ii) the purchaser will, and each  subsequent  holder is required to, notify
any subsequent  purchaser from it of the resale restrictions set forth in clause
(i) above.

     (c) It understands  that the Notes will bear a legend  substantially as set
forth in Section 2.15.

     (d) It  acknowledges  that the  Indenture  Trustee,  the Issuer,  and their
respective  Affiliates,  and others will rely upon the truth and accuracy of the
foregoing  acknowledgments,  representations and agreements.  If it is acquiring
any Notes for the  account of one or more  qualified  institutional  buyers,  it
represents  that it has sole  investment  discretion  with  respect to each such
account  and that it has  full  power  to make  the  foregoing  acknowledgments,
representations and agreements on behalf of each such account.

     (e) It is not acquiring the Notes with plan assets of any "employee benefit
plan" subject to Title I of the Employee Retirement Income Security Act of 1974,
as amended ("ERISA"), or any "plan" subject to Section 4975 of the Code (a "Plan
Entity")  unless  its  purchase  and  holding  of the Notes will not result in a
non-exempt prohibited  transaction under Section 406(a) of ERISA or Section 4975
of the Code.

     In addition,  such prospective purchaser shall be responsible for providing
additional information or certification, as shall be reasonably requested by the
Indenture  Trustee or the  Issuer,  to  support  the truth and  accuracy  of the
foregoing  acknowledgments,  representations and agreements, it being understood
that  such  additional   information  is  not  intended  to  create   additional
restrictions on the transfer of the Notes.  Neither the Issuer nor the Indenture
Trustee is obligated to register the Notes under the Securities Act or any state
securities laws.

     In determining  compliance with the transfer restrictions contained in this
Section 2.14, the Indenture Trustee may conclusively rely upon a written opinion
of counsel (which may include in-house  counsel of the transferor),  the cost of
obtaining which shall be an expense of the Holder of the Note to be transferred.

     Notwithstanding any provision to the contrary herein contained, each of the
parties recognize and hereby agree that the Initial  Noteholder may transfer any
portion or all of its right,  title and interest in, to and under any Note owned
by it to any Person from time to time  providing  liquidity or credit support to
such  Noteholder  without  compliance  with the  provisions of this Section 2.14
(other  than the  provisions  set forth in the first  sentence  of this  Section
2.14); provided,  however, that no such transferee may be a Benefit Plan, trust,
annuity or account subject to ERISA or a plan described in Section 4975(E)(1) of
the Code, an indenture trustee of any of the foregoing, or an entity, account or
other  pooled  investment  fund the  underlying  assets of which  include or are
deemed to include assets of any of the foregoing.

     Section 2.15 Legending of Notes.

     Unless otherwise  provided in any applicable Series  Supplement,  each Note
part of a Series  issued  hereunder  shall  bear a legend in  substantially  the
following form:

     THE SECURITY (OR ITS PREDECESSOR) EVIDENCED HEREBY WAS ORIGINALLY ISSUED IN
A  TRANSACTION  EXEMPT FROM  REGISTRATION  UNDER




                                       24
<PAGE>

SECTION 5 OF THE UNITED STATES  SECURITIES ACT OF 1933) (THE "SECURITIES  ACT"),
AND THE  SECURITY  EVIDENCED  HEREBY  MAY  NOT BE  OFFERED,  SOLD  OR  OTHERWISE
TRANSFERRED  IN THE  ABSENCE OF SUCH  REGISTRATION  OR AN  APPLICABLE  EXEMPTION
THEREFROM. THE HOLDER OF THE SECURITY EVIDENCED HEREBY AGREES FOR THE BENEFIT OF
THE  ISSUER  THAT  (A)  SUCH  SECURITY  MAY  BE  RESOLD,  PLEDGED  OR  OTHERWISE
TRANSFERRED,  ONLY (1)  INSIDE  THE  UNITED  STATES TO A PERSON  WHO THE  SELLER
REASONABLY BELIEVES IS A QUALIFIED  INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER  THE  SECURITIES  ACT)  IN A  TRANSACTION  EXEMPT  FROM  THE  REGISTRATION
REQUIREMENTS  OF THE SECURITIES  ACT, AND, IN EACH CASE, IN COMPLIANCE  WITH ANY
APPLICABLE  STATE  SECURITIES  OR "BLUE  SKY"  LAWS,  (2) TO THE  SELLER  OR (3)
PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT AND, IN EACH CASE, IN ACCORDANCE
WITH ANY OTHER  APPLICABLE  SECURITIES  LAW OF ANY STATE OF THE UNITED STATES OR
ANY OTHER  APPLICABLE  JURISDICTION AND (B) THE HOLDER WILL, AND EACH SUBSEQUENT
HOLDER IS REQUIRED TO,  NOTIFY ANY PURCHASER  FROM IT OF THE SECURITY  EVIDENCED
HEREBY TO THE RESALE RESTRICTIONS SET FORTH IN (A) ABOVE.

     IN NO EVENT SHALL THIS SECURITY BE TRANSFERRED TO AN EMPLOYEE BENEFIT PLAN,
TRUST  ANNUITY  OR  ACCOUNT  SUBJECT  TO ERISA OR A PLAN  DESCRIBED  IN  SECTION
4975(E)(1) OF THE CODE, (ANY SUCH PLAN, TRUST OR ACCOUNT BEING REFERRED TO AS AN
"EMPLOYEE PLAN"), A TRUSTEE OF ANY EMPLOYEE PLAN, OR AN ENTITY, ACCOUNT OR OTHER
POOLED  INVESTMENT FUND THE UNDERLYING  ASSETS OF WHICH INCLUDE OR ARE DEEMED TO
INCLUDE  EMPLOYEE PLAN ASSETS BY REASON OF AN EMPLOYEE PLAN'S  INVESTMENT IN THE
ENTITY,  ACCOUNT OR OTHER POOLED  INVESTMENT  FUND,  UNLESS THE  ACQUISITION  OR
TRANSFER AND CONTINUED  HOLDING OF THE NOTES WILL NOT, AND BY ITS ACCEPTANCE AND
HOLDING OF ANY NOTES,  THE  TRANSFEREE  WILL BE DEEMED TO REPRESENT  AND WARRANT
THAT ITS  ACQUISITION  AND HOLDING OF THE NOTES WILL NOT, RESULT IN A NON-EXEMPT
PROHIBITED TRANSACTION UNDER SECTION 406(a) OF ERISA OR SECTION 4975 OF THE CODE
INCLUDED  WITHIN THE  DEFINITION OF "EMPLOYEE  PLANS" ARE,  WITHOUT  LIMITATION,
KEOGH (HR-10) PLANS,  IRA's  (INDIVIDUAL  RETIREMENT  ACCOUNTS OR ANNUITIES) AND
OTHER EMPLOYEE BENEFIT PLANS, SUBJECT TO SECTION 406 OF ERISA OR SECTION 4975 OF
THE CODE.


                                  ARTICLE III

                                    COVENANTS

     Section 3.1 Distributions.

     The Issuer will duly and  punctually  pay the  principal of and interest on
each Series of Notes in accordance with the terms of such Series of Notes,  this
Indenture and the applicable Series Supplement.  Without limiting the foregoing,
the Issuer will cause the Paying Agent to




                                       25
<PAGE>

distribute  all amounts on deposit in the related Series  Collection  Account on
each Distribution  Date, in the order of priority set forth within the following
subsections:

     (a) On each  Distribution  Date (unless the Notes of such Series shall have
been  declared to be due and payable  under  Section 5.2  following  an Event of
Default),  the Paying  Agent shall  apply or cause to be applied  the  Available
Funds in the Series Collection Account for the prior Collection Period (plus any
amounts  withdrawn  from the Spread  Account or drawn on the Policy  pursuant to
Section 8.1), to make the following payments in the listed order of priority:

     (i)  first,  to the  extent not  previously  distributed  to the  Indenture
          Trustee and the Paying Agent all accrued and unpaid fees and expenses,
          and any indemnification amounts allocable to such Series of Notes owed
          by the Issuer to the Indenture  Trustee and the Paying Agent acting in
          any capacities under the Indenture,  to the Indenture  Trustee and the
          Paying  Agent;   and  (B)  second,   to  the  extent  not   previously
          distributed,  the Monthly  Servicing Fee, any unpaid  Transition Costs
          and the Successor  Servicing  Fee, if any,  including any such overdue
          Monthly Servicing Fee and overdue Successor  Servicing Fee, if any, to
          the Servicer;

     (ii) to each  Noteholder  of such  Series of  Notes,  the  related  Monthly
          Interest  accrued during the related  Interest Period and any past due
          interest;

     (iii)to each  Noteholder  of such Series of Notes,  such  Noteholder's  pro
          rata  portion  of  the  related  Monthly  Principal  for  the  related
          Collection Period;

     (iv) to the  Insurer,  (1) the  premium  due with  respect  to the  related
          Policy,  including any overdue premium  thereon plus accrued  interest
          thereon at the rate  specified  in the  Insurance  Agreement;  and (2)
          thereafter,  to the extent not reimbursed to Servicer from Liquidation
          Proceeds  under  Section  3.1(d),  such Series pro rata portion of any
          indemnity  payments  that the Servicer is entitled to receive from UAC
          (but  which  UAC has  failed  to pay)  under  the  Servicing  Transfer
          Agreement, to the Servicer;

     (v)  to the Insurer, the aggregate amount of all unreimbursed draws made on
          the related  Policy in respect of the Monthly  Servicing  Fee for such
          Series of Notes, Monthly Interest for such Series of Notes and Monthly
          Principal  for such Series of Notes and any other  amounts  payable to
          the Insurer  under the  Insurance  Agreement for such Series of Notes,
          including  any Insurer  Defense  Costs for such Series of Notes,  plus
          accrued  interest  thereon  at the  rate  provided  in  the  Insurance
          Agreement;

     (vi) to the Spread  Account  for such  Series of Notes  pursuant to Section
          11.2;

     (vii) the balance for deposit in the Master Trust Account.

     (b) Notwithstanding the foregoing,  the Policy will not be available to pay
any  shortfall  of Monthly  Interest or Monthly  Principal  with  respect to any
Series of Notes payable to the Holders of such Notes on any Redemption Date.





                                       26
<PAGE>

     (c) If on any Distribution  Date, other than the Final Maturity Date or the
Redemption Date for a Series of Notes, there are not sufficient  Available Funds
to pay the  distributions  required  by  Section  3.1(a)(i)  through  (iii) with
respect to a Series of Notes,  then the amount of Monthly  Principal  payable on
such date shall be reduced by the lesser of (A) the amount of such shortfall and
(B) the amount, if any, by which the Outstanding  Amount of such Series of Notes
as of the Distribution Date (after giving effect to all payments of principal on
such date) was less than the Pool Balance of the related  Series  Receivables as
of the end of the Collection Period to which that Distribution Date relates.

     (d) On each Distribution Date, the Paying Agent shall remit to the Servicer
in  accordance  with its  written  instruction  from  Liquidation  Proceeds  the
following  amounts:  (A) any amounts expended by the Servicer for the account of
the  Obligor  and  any  amounts  remitted  by the  Servicer  to the  Obligor  in
accordance with the law, and (B) to the extent Servicer is entitled thereto: (a)
expenses of pursuing  recourse to Dealers under Section 3.03(a) of the Servicing
Agreement;  (b)  reimbursable  expenses  under  Section  3.13  of the  Servicing
Agreement;  and (c) any indemnity  payments that Servicer is entitled to receive
from  UAC (but  which  UAC has  failed  to pay)  under  the  Servicing  Transfer
Agreement.

     Section 3.2 Maintenance of Office or Agency.

     The Issuer will  maintain in New York City,  New York,  an office or agency
where Notes may be surrendered  for  registration of transfer or exchange of the
Notes,  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
JPMorgan  Chase  Bank as the  Note  Registrar  to  serve  as its  agent  for the
foregoing  purposes.  The Issuer  will give  prompt  written  notice to the Note
Registrar 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 Note  Registrar  with the  address  thereof,
such  surrenders,  notices and  demands  may be made or served at the  Indenture
Trustee  Office,  and the Issuer hereby appoints the Note Registrar as its agent
to receive all such surrenders, notices and demands.

     Section 3.3 Money for Payments to be Held in Trust.

     (a) As provided in Section 4.02 of the Servicing Agreement, all payments of
amounts due and payable  with respect to Notes of any Series that are to be made
from  amounts  withdrawn  from the related  Series  Collection  Account,  Spread
Account or Payahead  Account shall be made on behalf of the Issuer by the Paying
Agent, and no amounts so withdrawn from the Series  Collection  Account,  Spread
Account or Payahead  Account for  payments  with  respect to such Notes shall be
paid over to the Issuer except as provided in this Section.

     (b) On or  before  each  Series  Closing  Date for a Series  of  Notes,  as
provided in Section 4.01 of the Servicing Agreement,  the Issuer shall establish
the Series  Collection  Account  for such  Series  entitled  "Series  Collection
Account for Series ___ of Notes Issued by UAC  Securitization  Corporation" as a
trust  account in the name of the  Indenture  Trustee,  which  account  shall be
maintained  by the  Paying  Agent in  accordance  with  this  Indenture  and the
Servicing Agreement.





                                       27
<PAGE>

     (c) On or before each  Distribution  Date and  Redemption  Date, the Issuer
shall deposit or cause to be deposited in the related Series Collection  Account
all Collections, such amounts to be held in trust for the benefit of the Persons
entitled  thereto and shall promptly notify the Indenture  Trustee of its action
or failure so to act.

     (d) JPMorgan  Chase Bank is hereby  appointed  as, and hereby  accepts such
appointment,  and agrees to act as, the initial  Paying Agent  hereunder  and is
hereby  authorized  by the Issuer and each Secured Party to make payments to and
distributions  from each Series  Collection  Account,  each Payahead Account and
each Spread Account.

     (e) The Paying Agent hereby agrees with the Indenture  Trustee,  subject to
the provisions of this Section and any applicable Series Supplement, to:

     (i)  hold all sums held by it for the payment of amounts  due with  respect
          to the Notes of each  Series 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 prompt written notice of any default by the
          Issuer of which it has actual knowledge (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.

     (f) Subject to  applicable  laws with respect to the escheat of funds,  any
money held by the Paying  Agent in trust for the  payment of any amount due with
respect to any Note and remaining  unclaimed for two years after such amount has
become due and payable  shall be  discharged  from such trust and be paid to the
Issuer on Issuer  Request  and shall be  deposited  by the  Paying  Agent in the
related Series Collection Account; and the Holder of such Note shall thereafter,
as an unsecured  general  creditor,  look only to the Issuer for payment thereof
(but only to the extent of the amounts so paid to the Issuer), and all liability
of the Paying Agent and the  Indenture  Trustee with respect to such trust money
shall thereupon cease;  provided,  however,  that the Paying Agent, before being
required to make any such  repayment to the Issuer,  shall 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,




                                       28
<PAGE>

which  shall  not be less than 30 days  from the date of such  publication,  any
unclaimed balance of such money then remaining will be repaid to the Issuer. The
Paying  Agent  shall 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  have not  been  surrendered  for  redemption  or whose  right to or
interest  in monies due and payable  but not  claimed is  determinable  from the
records of the Indenture  Trustee or of the Paying Agent, at the last address of
record for each such Holder).

     Section 3.4 Existence.

     (a)  The  Issuer  will  keep in  full  effect  its  existence,  rights  and
franchises  as a  corporation  under the laws of the State of Delaware  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 Series  Collateral for each
Series of Notes and each other  instrument or agreement  included in such Series
Collateral.

     (b) The Issuer  will do all things  necessary  to  maintain  its  existence
separate and apart from UAC and the Servicer and all other Affiliates of UAC and
the Servicer,  including,  without  limitation,  (i)  practicing and adhering to
corporate formalities,  such as maintaining  appropriate books and records; (ii)
refraining  from  holding  itself  out as  responsible  for  debts of any of its
Affiliates or for decisions or actions with respect to the affairs of any of its
Affiliates; (iii) maintaining all of its deposit and other bank accounts and all
of its assets separate from those of any other Person;  (iv)  maintaining all of
its  financial  records  separate  and apart from those of any other  Person and
ensuring UAC's consolidated  financial statements relating to the Issuer and its
Affiliates on a consolidated basis contain  appropriate  disclosures  concerning
the Issuer's  separate  existence;  (v)  accounting  for and managing all of its
liabilities separately from those of any of its Affiliates; (vi) refraining from
filing or  otherwise  initiating  or  supporting  the  filing of a motion in any
bankruptcy  or other  insolvency  proceeding  involving  the  Issuer,  UAC,  the
Servicer  or any other  Affiliate  of the  Issuer to  substantively  consolidate
assets and liabilities of the Issuer with the assets and liabilities of any such
Person  or  any  other  Affiliate  of the  Issuer;  (vii)  maintaining  adequate
capitalization  in light of its business and purpose;  and (viii) conducting all
of its business (whether written or oral) solely in its own name.

     Section 3.5 Protection of Series Collateral.

     The Issuer intends the security  interests Granted in the Series Collateral
for a Series of Notes pursuant to each Series Supplement in favor of the related
Secured  Parties  to be  prior to all  other  liens in  respect  of such  Series
Collateral,  and the  Issuer  shall  take all  actions  necessary  to obtain and
maintain,  in favor of the  Indenture  Trustee,  for the benefit of such Secured
Parties a first lien on and a first  priority,  perfected  security  interest in
such Series  Collateral.  The Issuer will from time to time prepare (or cause to
be prepared), execute and deliver all such supplements and amendments hereto and
all such financing statements,  continuation statements,  instruments of further
assurance and other  instruments,  and will take such other action  necessary or
advisable to:

     (a) Grant more  effectively all or any portion of the Series  Collateral to
the related Secured Parties;





                                       29
<PAGE>

     (b)  maintain  or  preserve  the  Liens  and  security  interests  (and the
priorities  thereof)  in favor of the  Indenture  Trustee for the benefit of the
Secured Parties  created by this Indenture and the related Series  Supplement or
carry out more effectively the purposes hereof,

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

     (d)  enforce  any of the Series  Collateral  for the benefit of the Secured
Parties;

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

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

     The  Issuer  hereby  designates  the  Indenture  Trustee  as its  agent and
attorney-in-fact  to authorize and file, upon receipt of written  direction from
the Issuer, any financing statement,  continuation statement or other instrument
required by this Section.

     Section 3.6 Opinions as to Series Collateral.

     (a) On each Series  Closing Date, the Issuer shall furnish to the Indenture
Trustee,  the Paying Agent, the Insurer and the Deal Agent an Opinion of Counsel
either stating that, in the opinion of such counsel,  such action has been taken
with respect to the recording and filing of this  Indenture,  the related Series
Supplement,   any  indentures  supplemental  hereto,  and  any  other  requisite
documents,  and with respect to the  authorization  and filing of any  financing
statements  and  continuation  statements,  as are necessary to perfect and make
effective the first  priority lien and security  interest in the related  Series
Collateral  in favor of the  Indenture  Trustee,  for the benefit of the Secured
Parties,  created by this Indenture and reciting the details of such action,  or
stating  that,  in the opinion of such  counsel,  no such action is necessary to
make such lien and security interest effective.

     (b) Within 90 days after the  beginning of each  calendar  year,  beginning
with the first  calendar year beginning more than three months after the initial
Series  Closing Date,  the Issuer shall furnish to the  Indenture  Trustee,  the
Paying  Agent,  the Deal Agent and the  Insurer  with  respect to each Series of
Notes and the related Series  Collateral an Opinion of Counsel  stating that, in
the opinion of such counsel,  either (i) such action has been taken with respect
to the  recording,  filing,  re-recording  and refiling of this  Indenture,  the
related  Series  Supplement,  any indentures  supplemental  hereto and any other
requisite   documents,   with  respect  to  possession  of  the  related  Series
Receivables by the Indenture  Trustee and with respect to the  authorization and
filing of any financing statements and continuation  statements as are necessary
to  maintain  the lien and  security  interest  created  by this  Indenture  and
reciting  the  details of such  action or (ii) no such  action is  necessary  to
maintain such lien and security interest and stating that no event or occurrence
that would  necessitate  or require any action to be taken to maintain such lien
and security interest has occurred.  Such Opinion of Counsel shall also describe
the recording,  filing, re-recording and refiling of this Indenture, the related
Series Supplement,  any indentures  supplemental  hereto and any other requisite
documents  and the  authorization  and filing of any  financing  statements  and
continuation  statements that will, in the opinion of such counsel,  be




                                       30
<PAGE>

required to maintain  the lien and  security  interest of this  Indenture  until
January 30 of the following calendar year.

     Section 3.7 Performance of Obligations; Servicing of Receivables.

     (a) The Issuer  will not take any action and will use its best  efforts not
to permit any action to be taken by others  that would  release  any Person from
any of such Person's  covenants or obligations under any instrument or agreement
included in any of the Series  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
ordered  by any  bankruptcy  or other  court or as  expressly  provided  in this
Indenture,   the  other  Transaction  Documents  or  such  other  instrument  or
agreement.

     (b) The Issuer may contract with other Persons acceptable to the Deal Agent
and the  Controlling  Party to assist it in  performing  its  duties  under this
Indenture and any  applicable  Series  Supplement,  and any  performance of such
duties by a Person  identified  to the  Indenture  Trustee and the Insurer in an
Officer's  Certificate  of the Issuer  shall be deemed to be action taken by the
Issuer.  Initially,  the Issuer has  contracted  with the Servicer 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 and each Series Supplement, the other
Transaction  Documents and in the instruments and agreements  included in all of
the Series Collateral,  including but not limited to preparing (or causing to be
prepared) and filing (or causing to be filed) all UCC financing  statements  and
continuation  statements required to be filed by the terms of this Indenture and
any applicable  Series Supplement 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  consents of the
Indenture Trustee, the Deal Agent and the Controlling Party.

     (d) If a Responsible  Officer of the Issuer shall have actual  knowledge of
the occurrence of a Servicer Termination Event, the Issuer shall promptly notify
the  Indenture  Trustee,  the  Controlling  Party and the Deal Agent  thereof in
accordance  with Section 13.4,  and shall specify in such notice the action,  if
any, the Issuer is taking in respect of such default. If a Servicer  Termination
Event shall arise from the failure of the  Servicer to perform any of its duties
or  obligations  under  the  Servicing  Agreement  with  respect  to the  Series
Receivables,  the Issuer  shall take all  reasonable  steps  available  to it to
remedy such failure.

     (e) The  Issuer  agrees  that it  will  not  waive  timely  performance  or
observance by the Servicer of its duties under the Transaction Documents without
the prior consent of the Controlling Party.

     (f) Upon the resignation or termination of the Servicer pursuant to Section
6.05,  7.01 or 8.01 of the  Servicing  Agreement,  the  Issuer  shall  appoint a
successor  Servicer  acceptable to the  Controlling  Party.  If the Paying Agent
shall  succeed  to the  Servicer's  duties as  servicer  of the  Receivables  as
provided  in  Section  7.02 of the  Servicing  Agreement,  it shall do so in its



                                       31
<PAGE>

individual  capacity and not in its  capacity as Paying Agent and,  accordingly,
the  provisions of Article VI shall be  inapplicable  to the Paying Agent in its
duties  as the  successor  to the  Servicer  and  the  servicing  of any  Series
Receivables.  In case the Paying  Agent shall  become  successor to the Servicer
under the Servicing Agreement,  the Paying Agent shall be entitled to appoint as
Servicer  one of its  Affiliates;  provided  that it shall not be liable for the
actions and  omissions  of any such  Affiliate  in such  capacity  as  successor
Servicer appointed with due care.

     (g) Upon any  termination of the Servicer's  rights and powers  pursuant to
the Servicing Agreement, the Issuer shall promptly notify the Indenture Trustee,
the Paying Agent and the Insurer.  As soon as a successor Servicer is appointed,
the Issuer shall notify the Indenture Trustee,  the Paying Agent and the Insurer
of such  appointment,  specifying  in such  notice the name and  address of such
successor Servicer.

     Section 3.8 [Reserved].

     Section 3.9 Negative Covenants.

     So long as any Notes of any Series are Outstanding, the Issuer shall not:

     (a) except as expressly permitted by this Indenture,  any applicable Series
Supplement  or the other  Transaction  Documents,  sell,  transfer,  exchange or
otherwise dispose of any of the Series Collateral,  without the prior consent of
the Controlling Party and the Deal Agent;

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

     (c) (A) permit the  validity  or  effectiveness  of this  Indenture  or any
applicable Series Supplement to be impaired,  or permit the lien in favor of the
Indenture Trustee created by this Indenture and any applicable Series Supplement
to be amended, hypothecated,  subordinated,  terminated or discharged, or permit
any Person to be released from any covenants or obligations  with respect to the
Notes under this Indenture  except as may be expressly  permitted  hereby or any
applicable  Series  Supplement,  (B) permit  any lien,  charge,  excise,  claim,
security  interest,  mortgage or other encumbrance  (other than the lien of this
Indenture and any applicable Series Supplement) 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  subsequent  to the Closing Date 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),  (C) permit the lien of this Indenture and
any applicable Series Supplement not to constitute a valid first priority (other
than with respect to any such tax,  mechanics,  or other lien) security interest
in any of the Series Collateral or (D) amend,  modify or fail to comply with the
provisions of the Transaction  Documents  without the prior consents of the Deal
Agent and the Controlling Party; or

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





                                       32
<PAGE>

     Section 3.10 Annual Statement as to Compliance.

     The Issuer will deliver to the Indenture  Trustee,  the Controlling  Party,
the Paying  Agent and the Deal Agent,  within  ninety (90) days after the end of
each fiscal year of the Issuer  (commencing  in 2004) an  Officer's  Certificate
dated as of December 31 of the prior year stating that

     (a) 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

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

     Section 3.11 Issuer May Consolidate, etc., Only on Certain Conditions.

     (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 (A) be a Person  organized and existing
          under the laws of the  United  States  or any State and (B)  expressly
          assume, by an indenture supplemental hereto, executed and delivered to
          the  Indenture  Trustee,  the Deal Agent and the Insurer,  in form and
          substance  satisfactory to the Indenture  Trustee,  the Deal Agent and
          the Insurer (so long as no Insurer  Default shall have occurred and be
          continuing), the due and punctual payment of principal of and interest
          on all Notes of any Series and the  performance or observance of every
          agreement and covenant of this Indenture and any Series Supplement 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  consolidation or merger,  no
          Default or Event of Default shall have occurred and be continuing;

     (iii)the Issuer  shall have  received an Opinion of Counsel  which shall be
          delivered to and shall be satisfactory to the Indenture  Trustee,  the
          Deal Agent and the  Insurer to the effect that such  consolidation  or
          merger  will not have any  material  adverse  tax  consequence  to the
          Issuer, the Insurer, or any Noteholder of any Series;

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

     (v)  as a result of such transaction, the Issuer's status (or the status of
          such resulting  entity) as a bankruptcy  remote  business entity would
          not,  to the  reasonable  satisfaction  of each of the Insurer and the
          Deal Agent, be impaired;





                                       33
<PAGE>

     (vi) the Issuer shall have  delivered to the  Indenture  Trustee,  the Deal
          Agent and the  Insurer  an  Officer's  Certificate  and an  Opinion of
          Counsel  (which shall describe the actions taken as required by clause
          (iv) above or that no such  actions  will be taken) each  stating that
          such  consolidation or merger and such  supplemental  indenture comply
          with this Article III and that all conditions  precedent  provided for
          in this Indenture and the related Series Supplement have been complied
          with; and

     (vii)the Issuer shall have given the  Controlling  Party written  notice of
          such  consolidation or merger at least twenty (20) Business Days prior
          to the consummation of such action.

     (b) Except in  connection  with a Grant of Series  Collateral in connection
with the  issuance  by the  Issuer of a Series of Notes,  the  Issuer  shall not
convey  or  transfer  all or  substantially  all of its  properties  or  assets,
including  those  included in any Series  Collateral,  to any Person  (except as
expressly permitted by the Transaction Documents), unless:

     (i)  the Person that acquires by conveyance or 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,  the Deal Agent and
          the  Insurer,  in form and  substance  satisfactory  to the  Indenture
          Trustee  and the  Insurer  (so long as no Insurer  Default  shall have
          occurred  and be  continuing),  the due and  punctual  payment  of the
          principal  of  and  interest  on  all  Notes  of any  Series  and  the
          performance  or  observance  of every  agreement  and covenant of this
          Indenture  and  any  Series  Supplement  and  each  other  Transaction
          Document on the part of the Issuer to be performed or observed, all as
          provided herein, and (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 Secured
          Parties;

     (ii) immediately  after giving effect to such  conveyance  or transfer,  no
          Default under any Series of Notes or Event of Default under any Series
          of Notes shall have occurred and be continuing;

     (iii)the Issuer  shall have  received an Opinion of Counsel  which shall be
          delivered to and shall be satisfactory to the Indenture  Trustee,  the
          Deal Agent and the Insurer (so long as no Insurer  Default  shall have
          occurred  and be  continuing)  to the effect that such  conveyance  or
          transfer  will not have any material  adverse tax  consequence  to the
          Issuer, the Insurer or any Noteholder;

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

     (v)  as a result of such transaction, the Issuer's status (or the status of
          such resulting  entity) as a bankruptcy  remote  business entity would
          not,  to the  reasonable  satisfaction  of each of the Insurer and the
          Deal Agent, be impaired;





                                       34
<PAGE>

     (vi) the Issuer shall have  delivered to the  Indenture  Trustee,  the Deal
          Agent and the  Insurer  an  Officer's  Certificate  and an  Opinion of
          Counsel  (which shall describe the actions taken as required by clause
          (iv) above or that no such  actions  will be taken) each  stating that
          such  conveyance or transfer and such  supplemental  indenture  comply
          with  this  Article  III and  that  all  conditions  precedent  herein
          provided for in this Indenture and the related Series  Supplement have
          been complied with; and

     (vii)the Issuer shall have given the  Controlling  Party written  notice of
          such  conveyance  or transfer of  properties or assets at least twenty
          (20) Business Days prior to the consummation of such action.

     Section 3.12 [Reserved].

     Section 3.13 No Other Business.

     The Issuer  shall not engage in any  business  other than the  purchase  of
Series Receivables and other Series  Collateral,  the financing and/or resale of
such Series  Receivables and other Series Collateral and the other  transactions
permitted or contemplated by this Indenture,  any applicable  Series  Supplement
and  the  other  Transaction  Documents,  the  Master  Trust  Agreement  and the
transactions described therein, and activities incidental thereto.

     Section 3.14 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 or
(ii) any other  Indebtedness  permitted  by or  arising  under  the  Transaction
Documents.  The proceeds of a Series of Notes shall be used  exclusively to fund
the  Issuer's  purchase  of the  related  Series  Receivables  and other  Series
Collateral and to pay the Issuer's  organizational,  transactional  and start-up
expenses.

     Section 3.15 Servicer's Obligations.

     The Issuer shall cause the Servicer to comply with terms and  provisions of
the Servicing Agreement.

     Section 3.16 Guarantees, Loans, Advances and other Liabilities.

     Except  as  contemplated  by  this  Indenture  and  any  applicable  Series
Supplement,  the other Transaction Documents, the Master Trust Agreement and the
respective transactions identified or contemplated therein, the Issuer shall not
make any loan or advance or credit to, or guarantee  (directly or  indirectly or
by an instrument having the effect of assuring  another's payment or performance
on any obligation or capability of so doing or otherwise),  endorse or otherwise
become  contingently  liable,  directly or  indirectly,  in connection  with the
obligations, stocks or dividends of, or own, purchase, repurchase or acquire (or
agree contingently to do so) any stock, obligations, assets or securities of, or
any other interest in, or make any capital contribution to, any other Person.





                                       35
<PAGE>

     Section 3.17 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 3.18 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 Transaction Document.

     Section 3.19 Restricted Payments.

     The  Issuer  will  not,  directly  or  indirectly,   make  payments  to  or
distributions  from any Series Collection Account except in accordance with this
Indenture, any applicable Series Supplement and the Transaction Documents.

     Section 3.20 Notice of Events of Default.

     Upon a Responsible  Officer of the Issuer having actual knowledge  thereof,
the Issuer agrees to give the  Indenture  Trustee,  the Paying  Agent,  the Deal
Agent and the Insurer  prompt  written notice of each Event of Default under any
Series of Notes and each default on the part of the Servicer of its  obligations
under the Servicing Agreement.

     Section 3.21 Further Instruments and Acts.

     Upon request of the Indenture  Trustee,  the Controlling  Party or the Deal
Agent, the Issuer shall execute and deliver such further instruments and do such
further  acts as may be  reasonably  necessary  or  proper  to  carry  out  more
effectively the purposes of this Indenture including Series Supplements.

     Section 3.22 Amendments of Servicing Agreement.

     The Issuer  shall not agree to any  amendment  to the  Servicing  Agreement
unless  the Deal  Agent and the  Controlling  Party  each  consent  to each such
amendment.

     Section 3.23 Income Tax Characterization.

     For purposes of federal  income,  state and local income and  franchise and
any other income taxes,  the Issuer shall treat the Notes as indebtedness of the
Issuer  and  hereby  instructs  the  Indenture  Trustee  to treat  such Notes as
indebtedness of the Issuer for federal state tax reporting purposes.






                                       36
<PAGE>

     Section 3.24 Transactions with Affiliates.

     The Issuer shall not enter into, or be a party to, any transaction with any
of its  Affiliates,  except the  transactions  permitted or contemplated by this
Indenture,  any applicable Series Supplement,  any other Transaction Document or
the Master Trust Agreement.

     Section 3.25 Location of Offices; Corporate Name.

     The Issuer shall not, without providing 30 days prior written notice to the
Indenture  Trustee and without filing such  amendments to any  previously  filed
financing  statements as the Secured Parties may require (a) change the location
of its principal executive office, or (b) change its name, identity or corporate
structure in any manner which would make any financing statement or continuation
statement  filed  by  the  Issuer  in  accordance  with  this  Indenture  or any
applicable Series  Supplement  misleading within the meaning of Section 9-506 of
any applicable enactment of the UCC. The Issuer shall at all times maintain each
office in which it holds or services  Receivables  and its  principal  executive
office within the United States of America.

     Section 3.26 [Reserved].

     Section 3.27 Maintenance of Books and Records; Inspections.

     The Issuer shall maintain its books and records separate from the books and
records of any other entity.  The officers of the Deal Agent and of the Insurer,
or such  employees of the Deal Agent and of the Insurer as the Deal Agent or the
Insurer may designate, with reasonable notice, may each visit and inspect any of
the properties of the Issuer,  examine (by the Deal Agent, the Insurer or either
of their agents or  employees)  any of the Series  Collateral or other assets of
the  Issuer,  including  the books of account of the  Issuer,  and  discuss  the
affairs,  finances  and  accounts of the Issuer with its  officers  and with its
independent accountants, at such times as they may reasonably desire.

     The  Deal  Agent  and the  Insurer  may  each  conduct  at any  time,  with
reasonable  notice,  and from time to time, and the Issuer will fully  cooperate
with, field  examinations and audits of the inventory,  Receivables and business
affairs of the Issuer. Such examination will be conducted no more than twice per
year, except upon the occurrence of any material adverse change in the financial
condition of a Issuer,  in which case such examination may be conducted as often
as desired and without prior notice by the Deal Agent or the Insurer. The Issuer
shall  reimburse  each of the Deal Agent and the Insurer  for all  out-of-pocket
costs and expenses in connection with such examinations.

     Section 3.28 No Commingling.

     The Issuer shall maintain bank accounts separate from all other Persons and
no funds of the Issuer shall be commingled with funds of any other entity.






                                       37
<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     Section 4.1 Satisfaction and Discharge of Indenture.

     Except as otherwise  provided in any  applicable  Series  Supplement,  this
Indenture  shall  cease to be of further  effect  with  respect to any Series of
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)
for a period of one year and one day after  payment  in full of all of the Notes
under all Series,  Sections 3.3, 3.4, 3.5, 3.7, 3.9,  3.11,  3.13,  3.17,  3.18,
3.20, 3.21 and 3.22, (v) the rights, obligations and immunities of the Indenture
Trustee hereunder  (including,  without limitation,  the rights of the Indenture
Trustee under  Section 6.7 and the  obligations  of the Indenture  Trustee under
Section 4.2) 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 and any applicable Series Supplement with respect to
such Notes, when:

     (A) either:

          (1) all  Notes  part  of such  Series  theretofore  authenticated  and
     delivered  (other than (i) Notes that have been  destroyed,  lost or stolen
     and that have been  replaced  or paid as  provided  in Section 2.5 and (ii)
     Notes for the  payment of which money has  theretofore  been  deposited  in
     trust or segregated and held in trust by the Issuer and  thereafter  repaid
     to the Issuer or  discharged  from such trust,  as provided in Section 3.3)
     have been delivered to the Indenture  Trustee for  cancellation and written
     notice of delivery of such Notes to the Indenture  Trustee for cancellation
     has been given to the Note Registrar; or

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

     (i)  have become due and payable, or

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

          and the Issuer,  in the case of  subclauses  (i) or (ii) of subsection
          (A)(2) above,  has  irrevocably  deposited or caused to be irrevocably
          deposited with the Indenture Trustee or the Paying Agent, on behalf of
          the Indenture  Trustee,  cash or direct  obligations of or obligations
          guaranteed by the United States of America (which will mature prior to
          the date such amounts are payable),  in trust for such purpose,  in an
          amount sufficient to pay and discharge the entire indebtedness on such
          Notes not theretofore  called for redemption  pursuant to Section 10.1
          Redemption  Date and has provided  written  notice of such to the Note
          Registrar;





                                       38
<PAGE>

     (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 (1) the
Indenture  Trustee  for the  benefit  of itself and the  Noteholders  under this
Indenture and any applicable  Series Supplement or the Notes and (2) the Insurer
under  this  Indenture  and any  applicable  Series  Supplement  and  the  other
Transaction Documents; and

     (C) the Issuer has delivered to the Indenture Trustee and the Deal Agent an
Officer's  Certificate  (and, if required,  an Opinion of Counsel),  meeting the
applicable  requirements  of Section  13.1(a)  and stating  that all  conditions
precedent herein provided for relating to the satisfaction and discharge of this
Indenture and any applicable Series Supplement have been satisfied.

     Section 4.2 Application of Money Held in Trust.

     All monies  deposited  with the Paying  Agent  pursuant to Section 4.1 with
respect  to any  Series of Notes  shall be held in trust in the  related  Series
Collection  Account and applied by it, in accordance  with the provisions of the
Notes and this  Indenture,  to the  payment  of all sums due and to  become  due
thereon for  principal  and  interest to the Holders of such Series of Notes for
the payment or  redemption  of which such monies  have been  deposited  with the
Paying Agent.

     Section 4.3 Repayment of Monies Held by Paying Agent.

     In connection  with the  satisfaction  and discharge of this Indenture with
respect to any Series of Notes,  all monies then held by the Paying  Agent under
the  provisions of this  Indenture with respect to such Series of Notes shall be
applied  according  to Section  3.3 and  thereupon  such  Paying  Agent shall be
released from all further liability with respect to such monies.


                                   ARTICLE V

                                    REMEDIES

     Section 5.1 Events of Default.

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

     (a) Failure on the part of the Issuer to make any payment of interest on or
principal of, such Series of Notes which is or has become due under the terms of
the  Transaction  Documents  when the same  becomes  due and  payable,  and such
default shall continue for a period of five (5) days;

     (b) Failure on the part of the Issuer to duly  observe or to perform in any
respect  any  other  covenants  or  agreements  of the  Issuer  set forth in any
Transaction  Document,  which failure shall continue  unremedied for a period of
thirty (30) days (if such failure can be remedied) after the earlier to occur of
(i) the date on which  written  notice of such failure is given to the Issuer by





                                       39
<PAGE>

the Deal Agent,  the Insurer or the Indenture  Trustee or (ii) the date on which
the Issuer has (or should have had) knowledge thereof;

     (c) Any  representation or warranty of the Issuer in any of the Transaction
Documents is discovered to be untrue in any material respect or any statement or
certificate  furnished by the Issuer  pursuant hereto is discovered to be untrue
in any material  respect on the date as of which the facts  therein set forth or
so certified were deemed to have been made and such breach not having been cured
within thirty (30) days after notice  thereof is given to the Issuer by the Deal
Agent, the Indenture Trustee or the Controlling Party;

     (d) If the Issuer (i) shall  generally  not pay, or shall be unable to pay,
or shall admit in writing its  inability  to pay its debts as such debts  become
due; or (ii) shall make an assignment for the benefit of creditors,  or petition
or apply to any  tribunal  for the  appointment  of a  custodian,  receiver,  or
trustee for it or for a substantial part of its assets;  or (iii) shall commence
any proceeding under any bankruptcy, reorganization,  arrangements, readjustment
of debt,  dissolution or liquidation law or statute of any jurisdiction  whether
now or  hereafter  in  effect;  or (iv)  shall  have  had  any  such  action  or
application filed or any such proceeding  commenced against it in which an order
for relief is requested or entered or an  adjudication  or  appointment  is made
(which  application  or proceeding  is not dismissed  within thirty (30) days of
filing); or (v) shall indicate, by any act or omission, its consent to, approval
of, or acquiescence in any such petition, application,  proceeding, or order for
relief or the  appointment of a custodian,  receiver,  or trustee for all or any
substantial part of its properties; or (vi) shall suffer any such custodianship,
receivership,  or trusteeship or the occurrence of any event or existence of any
condition which could be the ground, basis or cause for any action, application,
proceeding or petition described in this Section 5.1(d);

     (e) The Issuer voluntarily or involuntarily is dissolved,  terminates or is
terminated;

     (f) The entry of a final  judgment  for the  payment  of money in excess of
$10,750  against  the Issuer  which,  within  thirty (30) days after such entry,
shall not have been vacated, discharged or stayed or bonded pending appeal;

     (g) The  assignment  or  attempted  assignment  by the Issuer of any of its
rights  under any of the  Transaction  Documents,  or  delegation  or  attempted
delegation by the Issuer of any of its obligations  under any of the Transaction
Documents,  without  first  obtaining  the  consents  of the Deal  Agent and the
Controlling  Party,  or the  granting  by the  Issuer of any Lien on any  Series
Collateral to a Person other than the Indenture Trustee on behalf of the Holders
of the related Series of Notes;

     (h) The  Holders of the  related  Series of Notes  (through  the  Indenture
Trustee) shall fail for any reason to have a valid and perfected  first priority
security interest in the related Series Collateral and the proceeds thereof;

     (i) The Issuer shall be required to register as an investment company under
the Investment Company Act of 1940; or

     (j) The  occurrence and  continuance of an Insurer  Default with respect to
such Series of Notes;





                                       40
<PAGE>

provided, however, that so long as no Insurer Default shall have occurred and be
continuing  and the related  Policy  shall be in effect,  neither the  Indenture
Trustee nor the Noteholders of the affected Series of Notes may declare an Event
of Default with respect to such Series of Notes under the Indenture.  So long as
no Insurer  Default shall have occurred and be  continuing,  an Event of Default
with respect to a Series of Notes shall occur only upon  delivery by the Insurer
to the  Indenture  Trustee of written  notice of the  occurrence  of an Event of
Default with respect to such Series. The failure to pay principal on a Series of
Notes shall not result in the  occurrence of an Event of Default with respect to
such Series until the Final Maturity Date for such Series of Notes.

     The Issuer  shall  deliver to the  Servicer,  the  Indenture  Trustee,  the
Insurer and the Deal Agent,  within five (5) days after the occurrence  thereof,
written  notice in the form of an Officer's  Certificate of any event which with
the  giving of notice  and the lapse of time  would  become an Event of  Default
under clause (b), its status and what action the Issuer is taking or proposes to
take with respect thereto.

     Section 5.2 Remedies Upon Event of Default.

     (a) If an Event of Default with  respect to any Series shall have  occurred
and be  continuing,  the Indenture  Trustee shall (subject to Section 5.4(b) and
Section 5.5 and to the Non-Recourse Provisions), at the written direction of the
Controlling Party, take one or more of the following actions as so directed:

     (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 of such Series or under this  Indenture  and the  applicable
          Series  Supplement  with respect  thereto,  whether by  declaration or
          otherwise, enforce any judgment obtained, and collect from the Issuer,
          and any other obligor upon such Notes monies adjudged due;

     (ii) institute  Proceedings  from time to time for the  complete or partial
          foreclosure  of this Indenture and the  applicable  Series  Supplement
          with respect to the related Series 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 of such Series of
          Notes under this Indenture and the applicable Series Supplement or the
          related Notes;

     (iv) sell or cause the Servicer to otherwise  liquidate the related  Series
          Collateral or any portion thereof or rights or interests  therein,  at
          one or more public or private sales called and conducted in any manner
          permitted by law and deliver the proceeds of such sale or  liquidation
          to the Indenture  Trustee for  distribution to the Secured Parties for
          such Series of Notes in  accordance  with the terms of this  Indenture
          and the applicable Series Supplement; and

     (v)  maintain possession of the related Series Collateral.





                                       41
<PAGE>

     (b) Notwithstanding the foregoing,

     (i)  in the event that the Indenture  Trustee is acting at the direction of
          the Insurer,  so long as no Insurer Default shall have occurred and be
          continuing  with respect to a Series of Notes,  if an Event of Default
          specified  in Section  5.1(a),  (b) or (c) shall have  occurred and be
          continuing,  the  Insurer  shall  not  have the  right  to  cause  the
          Indenture  Trustee or the  Servicer  to,  and  neither  the  Indenture
          Trustee  nor  the  Servicer   shall,   liquidate  the  related  Series
          Collateral  in  whole  or in part  if the  proceeds  of  such  sale or
          liquidation  would not be sufficient to pay all outstanding  principal
          of and accrued interest on such Series of Notes; and

     (ii) in the event that the Indenture  Trustee is acting at the direction of
          the Majority  Noteholders  (so long as an Insurer  Default  shall have
          occurred and be continuing), such Noteholders shall not have the right
          to direct the  Indenture  Trustee or the  Servicer to, and neither the
          Indenture Trustee nor the Servicer shall, liquidate the related Series
          Collateral in whole or in part unless an Event of Default with respect
          to such Series of Notes as specified in Sections 5.1(d),  (e), (f) and
          (g) shall have occurred and be continuing.

     (c) In determining  the sufficiency or  insufficiency  of the proceeds of a
sale or  liquidation  of the Series  Collateral  with  respect to such Series of
Notes to pay all amounts  required  pursuant  to Section  5.2(b)(i)  above,  the
Indenture  Trustee may,  but need not, at the sole expense of the Issuer  obtain
and conclusively  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 such Series Collateral for such purpose.

     (d) Following any Event of Default with respect to any Series,  the Insurer
may elect to prepay all or any portion of the outstanding  amount of the related
Series of Notes,  plus accrued interest thereon to the date of payment and shall
be subrogated to the rights of such  Noteholders;  provided,  however,  that the
Insurer shall fulfill its obligations under the Policy related to such Series of
Notes.

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

     (a) The  Issuer  covenants  that if any Note of any  Series is  accelerated
following the occurrence of an Event of Default, the Issuer will, upon demand of
the  Indenture  Trustee or the  Controlling  Party,  in the manner  provided  in
Section  5.5,  subject  to the  Non-Recourse  Provisions,  pay to the  Indenture
Trustee,  for the benefit of the Holders of the Notes of such Series,  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 Note Rate and in addition thereto such further amount as shall be
sufficient  to cover  the  costs  and  expenses  of  collection,  including  the
reasonable compensation,  expenses,  disbursements and advances of the Indenture
Trustee and its agents and counsel.





                                       42
<PAGE>

     (b) If an Event  of  Default  with  respect  to any  Series  occurs  and is
continuing,  the  Controlling  Party  shall  proceed to protect  and enforce its
rights  and the  rights  of the  Noteholders  of such  Series  of  Notes by such
appropriate  Proceedings as the  Controlling  Party 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,  the applicable Series
Supplement or by law.

     (c) 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
any of the Series  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 shall have 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 of any Series 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,  bad faith or
          willful   misconduct)   and  of  the   Noteholders   allowed  in  such
          proceedings;

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

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




                                       43
<PAGE>

directly to such  Noteholders,  to pay to the Indenture  Trustee such amounts as
shall be sufficient to cover reasonable  compensation to the Indenture  Trustee,
each predecessor  Indenture Trustee and their respective  agents,  attorneys and
counsel, and all other expenses and liabilities incurred, and all advances made,
by the Indenture Trustee and each predecessor Indenture Trustee pursuant to this
Section 5.3 except as a result of negligence, willful misconduct or bad faith.

     (d) Nothing  herein  contained  shall be deemed to authorize  the Indenture
Trustee to  authorize  or consent to or vote for or accept or adopt on behalf of
any  Noteholder  any  plan  of   reorganization,   arrangement,   adjustment  or
composition  affecting  the Notes or the  rights  of any  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.

     (e) 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 Indenture  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.

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

     Section 5.4 Limitation of Noteholder Rights.

     (a) Each  Noteholder  hereby agrees that it shall have no rights,  title or
interest in or to any assets of the Issuer other than the Series  Collateral for
such Noteholder's Series of Notes.

     (b)  Notwithstanding  anything in this  Indenture to the  contrary,  if any
Noteholder is an Issuer Affiliate, all Notes held by such Issuer Affiliate shall
be  excluded  from all voting  hereunder  and the amount of such Notes  shall be
deemed to be not Outstanding for determining the Outstanding Amount for purposes
of voting,  consents and the exercise of rights and remedies  hereunder  and for
the purpose of Section 5.7(b).

     (c) The  provisions  of this Section 5.4 shall survive the  termination  of
this Indenture.

     Section 5.5 Priorities.

     (a) If any Notes  shall  have been  declared  to be due and  payable  under
Section  5.2  following  an  Event  of  Default  and  such  declaration  and its
consequences shall not have been rescinded and annulled,  any money collected by
the Paying Agent or the  Indenture  Trustee  with respect to the related  Series
Collateral  or the Notes of such  Series  and any money that may then be held or
thereafter received by the Paying Agent or the Indenture Trustee with respect to
such




                                       44
<PAGE>

Series  Collateral or such Notes (excluding any payments made under the Policy),
shall be applied as follows,  notwithstanding  the  provisions of Section 3.1 to
the contrary:

     (i)  to the Indenture Trustee and the Paying Agent,  amounts required to be
          paid under Section 6.7 related to such Series of Notes;

     (ii) to the  Servicer,  any unpaid  Monthly  Servicing  Fee related to such
          Series of Notes,  any unpaid  Successor  Servicing Fee related to such
          Series of Notes, any unpaid Transition Costs related to such Series of
          Notes and Outstanding Advances related to such Series of Notes;

     (iii)to the  Noteholders of such Series of Notes,  to pay Monthly  Interest
          on such  Series of Notes,  on a pro rata basis  based on the amount of
          interest due each such Noteholder  (including interest accrued on past
          due interest);

     (iv) to the  Noteholders of such Series of Notes,  to pay principal on such
          Series of Notes, on a pro rata basis based on the Note Balance of such
          Series of Notes,  until the Note  Balance  of such  Series of Notes is
          reduced to zero;

     (v)  to the Insurer,  to pay the aggregate amount of all unreimbursed draws
          made on the Policy in respect of the Monthly  Servicing  Fee,  Monthly
          Interest  and Monthly  Principal  related to such Series of Notes plus
          accrued  interest  thereon  at the  rate set  forth  in the  Insurance
          Agreement;

     (vi) to the  Insurer,  to pay any other  amounts  owing  under  the  Policy
          related to such Series of Notes,  including,  without limitation,  any
          Insurer Defense Costs related to such Series of Notes; and

     (vii)to the Spread  Account to be applied in  accordance  with Section 11.2
          hereof and in accordance with the Servicing Agreement.

     (b) The Indenture  Trustee may fix a record date and Distribution  Date for
any payment to Noteholders pursuant to this Section 5.5. At least 15 days before
such record date,  the Issuer shall mail to each  Noteholder  of the  applicable
Series of Notes and the Indenture  Trustee a notice that states the record date,
the Distribution Date and the amount to be paid.

     Section 5.6 Series Payahead Accounts.

     The Servicer shall establish the Series Payahead Account for each Series of
Notes and the  related  Series  Receivables  with the  Paying  Agent or  another
Eligible Bank in the name of the Indenture  Trustee on behalf of the Obligors of
the  related  Series  Receivables  and the  Noteholders  of such Series as their
interests  may appear  pursuant  to  Section  4.06 of the  Servicing  Agreement.
Investment  income or interest earned on each Series  Payahead  Account shall be
remitted  to the  Master  Trust  Account at least  monthly.  On or prior to each
Distribution  Date,  the  Servicer  shall  transfer  or  the  Paying  Agent  (as
instructed in the  Servicer's  Certificate)  shall transfer (a) from the related
Series Collection Account to the related Series Payahead Account, in immediately
available  funds,  all  Payaheads  received by the Servicer  with respect to the
related  Series  Receivables  and  previously  deposited  to the related  Series
Collection  Account during the




                                       45
<PAGE>

Collection Period as described in Section 4.02 of the Servicing  Agreement;  and
(b) from the related Series  Payahead  Account to the related Series  Collection
Account,  in immediately  available  funds,  the aggregate  amount of previously
deposited Payaheads with respect to the related Series Receivables to be applied
to the related Scheduled Payments on Precomputed Receivables with respect to the
related Series  Receivables for the related Collection Period or prepayments for
the  related  Collection  Period,  pursuant  to  Section  4.02 of the  Servicing
Agreement, each in the amounts set forth in the Servicer's Certificate delivered
on the related  Determination  Date. A single,  net transfer between the related
Series Payahead Account and the related Series  Collection  Account may be made.
Any amount deposited in any Series Payahead Account shall not constitute  Series
Available Funds. Any amount  deposited to the Series  Collection  Account from a
related Series Payahead Account shall be included in the related Available Funds
for such Series of Notes.

     Section 5.7 Limitation of Suits.

     Subject  to  Section  13.17,  no  Holder of any Note of any  Series  issued
hereunder  (other  than the  Initial  Note  Purchaser)  shall  have any right to
institute,  or  encourage  others to  institute,  any  Proceeding,  judicial  or
otherwise,  with respect to this Indenture, or for the appointment of a receiver
or trustee, or for any other remedy hereunder, unless:

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

     (b) the Deal Agent and the Majority  Noteholders  of the related  Series of
Notes have consented in writing to the institution of such proceeding;

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

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

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

     (f) an Insurer  Default  with  respect to such  Series of Notes  shall have
occurred and be continuing;

it being  understood and intended that no Holders  requesting the institution of
such proceeding  shall have any right in any manner  whatsoever by virtue of, or
by availing of, any provision of this Indenture to affect,  disturb or prejudice
the  rights  of 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 Notes of
such Series,  the Indenture  Trustee in agreement with



                                       46
<PAGE>

the  Controlling  Party  may  determine  what  action,  if any,  shall be taken,
notwithstanding  any other  provisions  of this  Indenture or of any  applicable
Series Supplement.

     Section 5.8  Unconditional  Rights of Noteholders To Receive  Principal and
Interest.

     Notwithstanding  any other  provisions in this  Indenture or any applicable
Series Supplement,  but in all cases subject to the Non-Recourse Provisions, the
Holder of any Note shall have the right, which is absolute and unconditional, to
receive  payment of the  principal of and  interest,  if any, on such Note on or
after  the  respective  due  dates  thereof  expressed  in such  Note or in this
Indenture (or, in the case of redemption,  on or after the Redemption Date) and,
subject to Section  13.16,  to institute  suit for the  enforcement  of any such
payment,  and such  right  shall not be  impaired  without  the  consent of such
Holder.

     Section 5.9 Restoration of Rights and Remedies.

     If the Indenture  Trustee,  the Deal Agent,  the  Controlling  Party or any
Noteholder  has  instituted  any proceeding to enforce any right or remedy under
this Indenture or any applicable  Series Supplement and such proceeding has been
discontinued  or  abandoned  for any  reason,  then and in every  such  case the
Issuer, the Indenture Trustee,  the Controlling Party 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, the Deal Agent, the Controlling Party 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 Deal Agent, the Controlling Party or any Holder
of any Note to exercise any right or remedy  accruing  upon any Default or Event
of Default  shall impair any such right or remedy or  constitute a waiver of any
such  Default or Event of Default or an  acquiescence  therein.  Every right and
remedy given by this Article V, any  applicable  Series  Supplement or by law to
the Indenture  Trustee,  the Insurer or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture Trustee,
the Controlling Party or by the Noteholders, as the case may be.




                                       47
<PAGE>

     Section 5.12 Protection of Security Interest in Transferred Accounts.

     Each of the Series Collection Accounts, Payahead Accounts, Spread Accounts,
and other  accounts  provided for in the Servicing  Agreement and this Indenture
shall be  established  or  transferred  and  maintained in  accordance  with the
Transaction  Documents  with the  Paying  Agent.  In the event of any  change of
Paying  Agent,  the  Issuer  shall  cause  appropriate  measures  to be taken to
preserve the  perfection of the security  interest of the  Indenture  Trustee in
funds  deposited  therewith on behalf of the Secured  Parties and to assure that
timely  distributions  of funds from such  accounts at such  replacement  Paying
Agent shall be effected as required by, and in accordance with the direction and
control of the appropriate parties specified in, the Transaction Documents.

     Section 5.13 Waiver of Past Defaults.

     Prior to the declaration of the  acceleration of the maturity of any Series
of Notes as provided in Section  5.2,  the  Controlling  Party for any Series of
Notes may waive any past Default for any Series of Notes or Event of Default for
any  Series of Notes and its  consequences  except a Default or Event of Default
(a) in payment of principal of or interest on any of the Notes of such Series or
(b) in respect of a covenant or  provision  hereof  which  cannot be modified or
amended  without the consent of the Holder of each Note. In the case of any such
waiver, the Issuer,  the Indenture  Trustee,  the Insurer and the Holders of the
Notes  shall be  restored  to  their  former  positions  and  rights  hereunder,
respectively; but no such waiver shall extend to any subsequent or other Default
or impair any right consequent thereto. Upon any such waiver, such Default shall
cease to exist and be deemed to have been  cured and not to have  occurred,  and
any Event of Default  arising  therefrom  shall be deemed to have been cured and
not to have occurred,  for every purpose of this  Indenture;  but no such waiver
shall extend to any  subsequent  or other  Default or Event of Default or impair
any right consequent thereto.

     Section 5.14 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 and  expenses,  against any party  litigant in such
suit,  having due regard to the merits and good faith of the claims or  defenses
made by such party litigant;  but the provisions of this Section shall not apply
to (a) any suit instituted by the Indenture Trustee,  (b) any suit instituted by
the Deal  Agent or the  Controlling  Party  or (c) any  suit  instituted  by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the  respective  due dates  expressed  in such Note and in this
Indenture or any applicable Series Supplement (or, in the case of redemption, on
or after the Redemption Date).





                                       48
<PAGE>

     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  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  advantage  of any such
law, and covenants that it will not hinder, delay or impede the execution of any
power herein  granted to the Indenture  Trustee,  but will suffer and permit the
execution of every such power as though no such law had been enacted.

     Section 5.16 Action on Notes.

     The Indenture Trustee's right to seek and recover judgment on any Series of
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 Series  Collateral or upon any of the assets of
the Issuer.

     Section 5.17 Performance and Enforcement of Certain Obligations.

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

     (b) If an Event of Default  with  respect to a Series of Notes has occurred
and is  continuing,  the  Indenture  Trustee,  at the written  direction  of the
Controlling Party, shall exercise all rights, remedies,  powers,  privileges and
claims of the  Issuer  against  the  Servicer  under or in  connection  with the
Servicing  Agreement  with respect to the related Series  Receivables  and other
Series Collateral,  including the right or power to take any action to compel or
secure  performance  or  observance  by the Servicer of its  obligations  to the
Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the  Servicing  Agreement  with respect to the related
Series Receivables and other Series  Collateral,  and any right of the Issuer to
take such action shall be suspended.





                                       49
<PAGE>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

     Section 6.1 Duties of Indenture Trustee.

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

     (b)  Except  during  the  continuance  of an  Event of  Default  of which a
Responsible Officer of the Indenture Trustee shall have written notice:

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

     (ii) in the  absence of bad faith on its part,  the  Indenture  Trustee may
          conclusively rely and shall be fully protected in acting or refraining
          from  acting  upon  (as  to  the  truth  of  the  statements  and  the
          correctness  of  the  opinions  expressed  therein)  any  certificate,
          opinion, resolution,  statement,  instrument, report, notice, request,
          consent,  order,  approval  or  document  furnished  to the  Indenture
          Trustee  and  believed  by it to be genuine and to have been signed or
          presented  by the  proper  party  or  parties  and  conforming  to the
          requirements of this Indenture;  however,  the Indenture Trustee shall
          examine any certificate,  opinion, resolution,  statement, instrument,
          report,  notice,  request,  consent,  order,  approval  or document to
          determine   whether  or  not  they   conform  on  their  face  to  the
          requirements of this Indenture and the other Transaction  Documents to
          which the Indenture Trustee is a party;  provided,  however,  that the
          Indenture Trustee shall not be responsible for the accuracy or content
          of any of the aforementioned documents and the Indenture Trustee shall
          have no obligation to verify,  re-compute or recalculate any numerical
          information provided to it pursuant to the Transaction Documents.

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

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

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

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






                                       50
<PAGE>

     (d) The  Indenture  Trustee  shall not be liable for  interest on any money
received by it.

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

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

     (g) Every provision of this Indenture in any way 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 6.1 and the provisions of the
TIA.

     (h) The Indenture  Trustee  shall,  upon no less than three  Business Days'
prior written notice to the Indenture Trustee,  permit any representative of the
Deal Agent,  during the Indenture  Trustee's  normal  business  hours and at the
Issuer's expense,  to examine all books of account,  records,  reports and other
papers of the  Indenture  Trustee  relating  to the  Notes,  to make  copies and
extracts  therefrom  and to discuss the  Indenture  Trustee's  actions,  as such
actions relate to the Indenture Trustee's duties with respect to the Notes, with
the Indenture Trustee's officers and employees  responsible for carrying out the
Indenture Trustee's duties with respect to the Notes.

     (i) The Indenture Trustee shall, and hereby agrees that it will (i) perform
all of the obligations  and duties required of it under the Servicing  Agreement
and (ii) hold the Policy in trust,  and will hold the  proceeds  of any claim on
the  Policy in trust  solely  for  application  as  provided  herein  and in the
Servicing Agreement.

     (j)  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 6.1.

     (k) [Reserved].

     (l) In no event shall the Indenture  Trustee be required to perform,  or be
responsible  for the manner of  performance  of, any of the  obligations  of the
Servicer or the Issuer, or any other party, under the Servicing Agreement.

     (m) Without  limiting the  generality  of this  Section 6.1, the  Indenture
Trustee shall have no duty (i) to see to any recording,  filing or depositing of
this Indenture, any Series Supplement or any agreement referred to herein or any
financing statement evidencing a security interest in the Financed Vehicles,  or
to see to the  maintenance  of any such  recording or filing or depositing or to
any  re-recording,  refiling or redepositing of any thereof,  (ii) to see to any
insurance of the Financed Vehicles or Obligors or to effect or maintain any such
insurance,   (iii)  to  confirm  or  verify  the  contents  of  any  reports  or
certificates  delivered to the Indenture  Trustee  pursuant to this Indenture or
the Servicing  Agreement  believed by the Indenture Trustee to be genuine and to
have been signed or presented by the proper party or parties, or (iv) to inspect
the






                                       51
<PAGE>

Financed  Vehicles at any time or ascertain or inquire as to the  performance of
observance of any of the Issuer's or the Servicer's representations,  warranties
under the Servicing Agreement.

     (n)  Except  for  actions  expressly  authorized  by  this  Indenture,  the
Indenture  Trustee shall take no action reasonably likely to impair the security
interests  created or existing  under any  Receivable or Financed  Vehicle or to
impair the value of any Receivable or Financed Vehicle.

     (o)  All  information  obtained  by the  Indenture  Trustee  regarding  the
Obligors and the Receivables, whether upon the exercise of its rights under this
Agreement  or  otherwise,  shall  be  maintained  by the  Indenture  Trustee  in
confidence  and  shall  not  be  disclosed  to any  other  Person,  unless  such
disclosure  is  required  by  this  Indenture,  any  Series  Supplement  or  any
applicable  law, rule or regulation  (including any court order or upon order of
an administrative body).

     (p) The  Indenture  Trustee shall have no  discretionary  duties other than
performing those  ministerial acts set forth in this Indenture to accomplish the
purpose of this Issuer as set forth in this  Indenture or as otherwise  required
under the TIA (as if this Indenture was subject to qualification under the TIA).

     (q) The Indenture  Trustee shall not be liable in its  individual  capacity
with respect to any action taken,  suffered or omitted to be taken by it in good
faith in  accordance  with this  Indenture  or at the  direction of Holders of a
Series of Notes  evidencing a majority of the Outstanding  Note Balances of such
Series of  Notes,  relating  to the time,  method  and place of  conducting  any
Proceeding for any remedy available to the Indenture  Trustee,  or exercising or
omitting to exercise any trust or power  conferred  upon the Indenture  Trustee,
under this Indenture.

     (r) The Indenture Trustee shall not be required to take notice or be deemed
to have  notice  or  knowledge  of any  Default  or  Event of  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 or Event of Default.

     (s) Anything in this Indenture to the contrary notwithstanding, 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, regardless of the form of action.

     (t)  Notwithstanding the foregoing or any other provision in this Indenture
to the  contrary,  the  Indenture  Trustee  shall be  liable  in its  commercial
capacity  for losses  attributable  to its failure to make  payments on Eligible
Investments  issued by the  Indenture  Trustee  in its  commercial  capacity  as
principal obligor and not as Indenture Trustee,  in accordance with the terms of
the agreements or instruments governing any such Eligible Investments.

     Section 6.2 Rights of Indenture Trustee.

     (a) The  Indenture  Trustee  may  conclusively  rely  and  shall  be  fully
protected in acting or refraining  from acting upon any document  believed by it
to be genuine and to have been





                                       52
<PAGE>

signed or  presented  by the  proper  person.  The  Indenture  Trustee  need not
investigate  any fact or matter  stated  in such  document,  including,  without
limitation,   the  Servicer's  or  the  Issuer's  compliance  with  any  of  its
representations,  warranties  or covenants  hereunder (as to which the Indenture
Trustee is entitled to rely exclusively on certificates  signed by a Responsible
Officer of the Servicer or the Issuer, as the case may be).  Notwithstanding the
foregoing, the Indenture Trustee, subject to Section 6.1(b)(ii), upon receipt of
all resolutions,  certificates, statements, opinions, reports, documents, orders
or  other  instruments   furnished  to  the  Indenture  Trustee  that  shall  be
specifically  required  to be  furnished  pursuant  to  any  provision  of  this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

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

     (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, 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,  at the  request,  order or direction of any of the Holders of Notes,
the  Controlling  Party or the Deal Agent,  pursuant to the  provisions  of this
Indenture, unless such Holders of Notes, the Controlling Party or the Deal Agent
shall have offered to the Indenture  Trustee security or indemnity  satisfactory
to it against the costs,  expenses and liabilities  that may be incurred therein
or thereby.

     (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  requested in writing to do so by the Majority
Noteholder;  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  Servicing
Agreement,  the  Indenture  Trustee may  require  indemnity  satisfactory  to it
against such





                                       53
<PAGE>

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  willful  misconduct,
negligence or bad faith in the performance of such act.

     (i) The Paying Agent and the Note  Registrar  shall be entitled to the same
rights,  protections,  immunities and  indemnities  of the Indenture  Trustee in
connection with the exercise of duties hereunder.

     Section 6.3 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.
The Paying Agent and any Note Registrar,  co-registrar or co-paying agent may do
the same with like  rights.  However,  the  Indenture  Trustee  must comply with
Section 6.11.

     Section 6.4 Indenture Trustee's Disclaimer.

     The  Indenture   Trustee  shall  not  be  responsible   for  and  makes  no
representation  as to the  validity or adequacy  of this  Indenture,  the Series
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 the  Indenture or in any document  issued in  connection  with the
sale of the Notes or in the Notes other than the Indenture Trustee's certificate
of  authentication.   The  Indenture  Trustee  shall  not  have  any  duties  or
responsibilities except those expressly set forth in this Indenture.

     Section 6.5 Notice of Defaults.

     If an Event of Default  with respect to a Series  occurs and is  continuing
and  if  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 of the affected  Series and the Insurer notice of such Event
of Default within 30 days after such knowledge or notice occurs.

     Section 6.6 Reports by Paying Agent to Holders.

     The Paying Agent shall on behalf of the Issuer deliver to each  Noteholder,
at the request of any Noteholder, such information as may be reasonably required
to enable such Holder to prepare its Federal and state income tax returns.

     Section 6.7 Compensation and Indemnity.

     (a) As  further  provided  in  Section  3.1,  the  Issuer  shall pay to the
Indenture Trustee and the Paying Agent from time to time reasonable compensation
for its  services as agreed in writing  between the Issuer (with the approval of
the Insurer,  which approval shall not be




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<PAGE>

unreasonably  withheld or delayed)  and the  Indenture  Trustee.  The  Indenture
Trustee's and the Paying Agent's compensation shall not be limited by any law on
compensation  of a trustee of an express trust.  The Issuer shall  reimburse the
Indenture Trustee and the Paying Agent 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  and  disbursements  and  advances of the  Indenture
Trustee's and the Paying Agent's agents,  counsel,  accountants and experts. The
Issuer shall indemnify,  defend and hold harmless the Indenture  Trustee and the
Paying   Agent   and   their   respective   officers,   directors,    employees,
representatives and agents (each, an "Indemnified  Person") from and against any
and all loss,  liability or expense  (including  attorneys'  fees and  expenses)
incurred by it or them in connection with the  administration  of this trust and
the  performance  of its  duties  hereunder  and  under  the  other  Transaction
Documents.  The  Indenture  Trustee and the Paying Agent shall notify the Issuer
promptly for any claim for which it may seek indemnity. Failure by the Indenture
Trustee or the Paying Agent to so notify the Issuer shall not relieve the Issuer
of its  obligations  hereunder.  The Issuer  shall  defend any such claim at the
expense of the Issuer,  and the Indenture  Trustee and the Paying Agent may have
separate counsel and the Issuer shall pay the fees and expenses of such counsel.
The Issuer  need not  reimburse  any  expense  or  indemnify  against  any loss,
liability  or expense  incurred  by the  Indenture  Trustee or the Paying  Agent
through the  Indemnified  Person's  own willful  misconduct,  negligence  or bad
faith.

     (b) The Issuer's payment and  indemnification  obligations to the Indenture
Trustee  and the Paying  Agent  pursuant to this  Section 6.7 shall  survive the
resignation  or removal  of the  Indenture  Trustee or the Paying  Agent and the
discharge  of this  Indenture.  When any such party  incurs  expenses  after the
occurrence of a Default with respect to a Series  specified in Section 5.1(d) or
(e) 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.
Notwithstanding  anything  else set forth in this  Indenture or the  Transaction
Documents,  each of the  Indenture  Trustee and the Paying Agent agrees that the
obligations  of the Issuer to it hereunder and under the  Transaction  Documents
shall be recourse to the Series Collateral with respect to the Series in respect
of which such obligations  arise only and specifically  shall not be recourse to
the other  assets of the  Issuer or any  Noteholder.  In  addition,  each of the
Indenture  Trustee and the Paying  Agent  agrees that its recourse to the Issuer
and the  Series  Collateral  shall  be  limited  to the  right  to  receive  the
distributions referred to in Section 3.1.

     Section 6.8 Replacement of Indenture Trustee or the Paying Agent.

     (a) Resignation.  The Indenture Trustee or the Paying Agent may at any time
resign and be discharged  from the trusts hereby created with respect to all and
not some Series of Notes issued hereunder by giving prior written notice thereof
to the Deal Agent and the Controlling Party.

     (b) The Issuer may, with prior written  consent of the  Controlling  Party,
and at the request of the Controlling Party shall,  remove the Indenture Trustee
or the Paying Agent with respect to all Series, if:

     (i)  it fails to comply with Section 6.11;





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<PAGE>

     (ii) a  court  having  jurisdiction  in  the  premises  in  respect  of the
          Indenture   Trustee  or  the  Paying  Agent,  as  applicable,   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 the Paying Agent,  as  applicable,  or for any  substantial
          part of the Indenture  Trustee's or the Paying Agent's, as applicable,
          property,  or ordering the  winding-up or liquidation of the Indenture
          Trustee's or the Paying Agent's,  as applicable,  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 or the Paying Agent  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 the Paying Agent,  as
          applicable,  or for any substantial part of the Indenture Trustee's or
          the Paying Agent's, as applicable,  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 or the Paying Agent otherwise becomes incapable
          of acting.

     If the Indenture Trustee or the Paying Agent, as applicable,  resigns or is
removed  or if a vacancy  exists in the  office of  Indenture  Trustee or Paying
Agent, as applicable, for any reason (the Indenture Trustee or the Paying Agent,
as applicable,  in such event being referred to herein as the retiring Indenture
Party), the Indenture Trustee or the Paying Agent, as applicable, shall promptly
deliver a notice of such resignation, removal or vacancy to the Noteholders, the
Controlling Party and the Issuer shall appoint a successor  Indenture Trustee or
Paying Agent, as applicable,  with respect to such Series acceptable to the Deal
Agent and the Insurer. If the Issuer fails to appoint such a successor Indenture
Trustee or Paying Agent, as applicable,  the Deal Agent,  with the prior written
consent of the Controlling  Party, may appoint a successor  Indenture Trustee or
Paying Agent, as applicable,  and shall deliver a notice of such  appointment to
the Noteholders.

     A successor Indenture Trustee or Paying Agent, as applicable, shall deliver
a written  acceptance of its appointment to the retiring  Indenture  Party,  the
Noteholders,  the Insurer and the Issuer.  Thereupon, the resignation or removal
of the  retiring  Indenture  Party shall become  effective  with respect to such
Series,  and the successor  Indenture  Trustee or Paying Agent,  as  applicable,
shall have all the rights,  powers and duties of the  retiring  Indenture  Party
under this Indenture and all Series  Supplements.  The retiring  Indenture Party
shall promptly  transfer all property held by it as Indenture  Trustee or Paying
Agent,  as  applicable,  with respect to any Series to the  successor  Indenture
Trustee or Paying Agent, as applicable.





                                       56
<PAGE>

     If a successor  Indenture Trustee or Paying Agent, as applicable,  does not
take office within 30 days after the retiring  Indenture  Party is removed,  the
retiring  Indenture Party,  the Controlling  Party, the Issuer or the Deal Agent
may  petition  any court of  competent  jurisdiction  for the  appointment  of a
successor Indenture Trustee or Paying Agent, as applicable.

     If the  Indenture  Trustee or the Paying  Agent,  as  applicable,  fails to
comply with Section  6.11,  any  Noteholder  may petition any court of competent
jurisdiction  for the removal of the Indenture  Trustee or the Paying Agent,  as
applicable,  with  respect  to all  Series and the  appointment  of a  successor
Indenture Trustee or Paying Agent, as applicable, with respect to all Series.

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

     Notwithstanding  the  replacement  of the  Indenture  Trustee or the Paying
Agent, as applicable,  pursuant to this Section,  the Issuer's obligations under
Section 6.7 shall continue for the benefit of the retiring Indenture Party.

     Section 6.9 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.

     If 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 provisions of this Indenture,  at any time,
the Indenture  Trustee with the prior written consent of the  Controlling  Party
shall have 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,  or
separate Indenture Trustee or separate Indenture Trustees, of all or any part of
any Series Collateral,  and to vest in such Person or Persons,  in such capacity
and for the benefit of the Noteholders of the related Series,  such title to the
related  Series  Collateral,  or any part  thereof,  and,  subject  to the other
provisions of this Section, such powers,




                                       57
<PAGE>

duties,  obligations,  rights and trusts as the  Indenture  Trustee may consider
necessary or desirable.  No co-Indenture  Trustee or separate  Indenture Trustee
hereunder  shall be  required  to meet the terms of  eligibility  as 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 6.8.

     (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 any of the  Series  Collateral  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,
          including  acts or omissions  of  predecessor  or successor  Indenture
          Trustees; and

     (iii)the  Indenture  Trustee 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 VI.
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  appointment,  either  jointly with the Indenture  Trustee or
separately,  as may be provided  therein,  subject to all the provisions of this
Indenture,  specifically including every provision of this Indenture relating to
the conduct of,  affecting  the liability  of, or affording  protection  to, the
Indenture  Trustee.  Every such  instrument  shall be filed  with the  Indenture
Trustee.

     (d) Any separate 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, dissolve, become insolvent,
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.







                                       58
<PAGE>

     Section 6.11 Eligibility.

     Each of the  Indenture  Trustee  and the  Paying  Agent  shall at all times
satisfy the  requirements of TIA Section 310(a).  Each of the Indenture  Trustee
and the Paying  Agent  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 or the Paying Agent's, as the
case may be,  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.  In case at any time the  Indenture  Trustee or the Paying  Agent
shall cease to be eligible in  accordance  with the  provisions  of this Section
6.11, the Indenture  Trustee or the Paying Agent,  as  applicable,  shall resign
immediately  in the manner and with the effect  specified  in Section  6.8.  The
Indenture  Trustee or the Paying  Agent 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 Sections 310(b)(1) are met.

     Section 6.12 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  Section  311(a) to the extent
indicated.

     Section 6.13 Appointment and Powers.

     Subject to the terms and  conditions  hereof,  each of the Secured  Parties
hereby  appoints  Wilmington  Trust  Company  as  the  Indenture  Trustee,   and
Wilmington  Trust Company hereby accepts such  appointment  and agrees to act as
Indenture Trustee for the Noteholders of each Series of Notes and to perform the
duties of the  Indenture  Trustee  in  accordance  with the  provisions  of this
Indenture,  each Series  Supplement  and the other  Transaction  Documents.  The
Holders of each Series of Notes hereby  authorizes the Indenture Trustee to take
such action on its behalf,  and to exercise  such rights,  remedies,  powers and
privileges hereunder, as the Controlling Party for the related Series may direct
and as are specifically  authorized to be exercised by the Indenture  Trustee by
the terms  hereof,  together  with such actions,  rights,  remedies,  powers and
privileges as are reasonably incidental thereto. The Indenture Trustee shall act
upon and in compliance with the written  instructions  of the Controlling  Party
for the related  Series  delivered  pursuant to this Indenture or the applicable
Series  Supplement  promptly  following  receipt of such  written  instructions;
provided  that  the  Indenture  Trustee  shall  not act in  accordance  with any
instructions  (i) which are not authorized by, or in violation of the provisions
of,  this  Indenture  or the  applicable  Series  Supplement,  (ii) which are in
violation  of any  applicable  law,  rule or  regulation  or (iii) for which the
Indenture  Trustee  has  not  received  reasonable  indemnity.




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<PAGE>

Receipt of such  instructions  shall not be a condition  to the  exercise by the
Indenture Trustee of its express duties  hereunder,  except where this Indenture
provides  that the Indenture  Trustee is permitted to act only  following and in
accordance with such instructions.

     Section 6.14 Performance of Duties.

     The Indenture Trustee shall have no duties or responsibilities except those
expressly  set forth in this  Indenture and the other  Transaction  Documents to
which the  Indenture  Trustee is a party or with respect to a Series of Notes as
directed in writing by the Controlling  Party for such Series in accordance with
and subject to this  Indenture.  The Indenture  Trustee shall not be required to
take any  discretionary  actions  hereunder  with  respect  to a Series of Notes
except at the written direction and with the  indemnification of the Controlling
Party for such Series.

     Section 6.15 [Reserved].

     Section 6.16 Representations and Warranties of the Indenture Trustee and of
the Paying Agent.

     The Indenture Trustee and the Paying Agent each represents and warrants, as
to itself, to the Issuer and to each Secured Party as follows:

     (a) Due Organization. It is a corporation, duly organized, validly existing
and in good  standing  under the laws of the state of its  incorporation  and is
duly  authorized  and licensed  under  applicable law to conduct its business as
presently conducted.

     (b) Corporate  Power.  It has all requisite  right,  power and authority to
execute and deliver this Indenture and to perform all of its duties as Indenture
Trustee or Paying Agent, as applicable, hereunder.

     (c) Due  Authorization.  The execution and delivery by it of this Indenture
and the other Transaction  Documents to which it is a party, and the performance
by it of its duties  hereunder and thereunder,  have been duly authorized by all
necessary corporate  proceedings and no further approvals or filings,  including
any governmental approvals, are required for the valid execution and delivery by
it, or the  performance  by it, of this  Indenture  and such  other  Transaction
Documents.

     (d) Valid and Binding  Indenture.  It has duly executed and delivered  this
Indenture,  each Series Supplement and each other Transaction  Document to which
it is a  party,  and each of this  Indenture  and each  such  other  Transaction
Document  constitutes  its  legal,  valid and  binding  obligation,  enforceable
against it in accordance with its terms,  except as (i) such  enforceability may
be limited by bankruptcy,  insolvency,  reorganization and similar laws relating
to or affecting  the  enforcement  of creditors'  rights  generally and (ii) the
availability  of equitable  remedies may be limited by equitable  principles  of
general applicability.

     Section 6.17 Waiver of Setoff.

     The Indenture Trustee,  the Paying Agent and the Note Registrar each hereby
expressly  waives any and all rights of setoff that it may otherwise at any time
have under applicable law




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<PAGE>

with  respect to the Series  Collection  Accounts,  the Spread  Accounts and the
Payahead Accounts and agrees that amounts in the Series Collection Account,  the
Spread Accounts and the Payahead Accounts shall at all times be held and applied
solely in accordance with the provisions hereof.


                                  ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     Section  7.1 Issuer To Furnish To Note  Registrar  Names and  Addresses  of
Noteholders.

     The Issuer will furnish or cause to be  furnished to the Note  Registrar in
writing on each Record Date and at such other  times as the Note  Registrar  may
request, a list, in such form as the Note Registrar may reasonably  require,  of
the names and  addresses  of the Holders of each Series as of such Record  Date.
The Issuer  will  furnish or cause to be  furnished  such list to the  Indenture
Trustee and the Insurer upon request.

     Section 7.2 Preservation of Information: Communications to Noteholders.

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


                                  ARTICLE VIII

                           DISBURSEMENTS AND RELEASES

     Section 8.1 Collection of Money.

     (a) Except as otherwise  expressly  provided  herein,  the Paying Agent 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  Paying  Agent
pursuant to this Indenture and the Servicing  Agreement.  The Paying Agent shall
apply all such  money  received  by it, or cause the  Paying  Agent to apply all
money  received  by it as  provided  in  this  Indenture.  Except  as  otherwise
expressly provided in this Indenture, if any default occurs in the making of any
payment or  performance  under any agreement or  instrument  that is part of the
Series  Collateral for any Series,  the Paying Agent 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  under such Series or Event of Default
under such Series under this  Indenture  and any right to proceed  thereafter as
provided in Article V.

     (b) For any  Distribution  Date  on  which  there  will  not be  sufficient
Available  Funds for a Series to make the  distributions  required  pursuant  to
Section  3.1(a)(i)  through  (iii) with  respect to such Series,  (after  giving
effect to any reductions of Monthly Principal  pursuant to Section 3.1(c)),  the
Paying Agent shall  withdraw or direct the Servicer to withdraw  from the




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<PAGE>

Spread Account, to the extent of the Available Spread Amount, an amount equal to
such  deficiency  and  promptly  deposit  such  amount  in  the  related  Series
Collection Account;  or, if the Notes of such Series shall have been declared to
be due and payable  under Section 5.2 following an Event of Default with respect
to such Series,  for any Distribution Date on which there will not be sufficient
Available Funds with respect to such Series to make the  distributions  required
pursuant to Sections  5.5(a)(i)  through (iv),  but excluding any  distributions
required by Section  5.5(a)(iv) in an amount in excess of the Monthly  Principal
which would otherwise be required to be paid with respect to such Series for the
related  Collection  Period,  the  Paying  Agent  shall  withdraw  or direct the
Servicer to withdraw  from the Spread  Account,  to the extent of the  Available
Spread  Amount,  an amount equal to such  deficiency  and promptly  deposit such
amount  in the  related  Series  Collection  Account.  In either  case,  if such
deficiency  exceeds the Available  Spread Amount,  the Paying Agent shall notify
the Insurer of the amount of such excess  deficiency.  To the extent the Insurer
is required  pursuant to the terms of the Policy with  respect to such Series to
pay the amount of such excess  deficiency of the Monthly  Servicing Fee, Monthly
Interest and Monthly  Principal  with  respect to such Series,  the Paying Agent
shall  promptly (and in any event not later than 12:00 noon, New York City time,
on the  Business  Day  preceding  the  Distribution  Date)  deliver a Notice for
Payment  as defined in the Policy  with  respect to such  Series  (appropriately
completed) to the Fiscal Agent with respect to the Policy.

     (c) The  Paying  Agent  shall,  immediately  upon  receipt,  deposit in the
related  Series  Collection  Account any funds  received by the Paying  Agent in
respect of funds  drawn  under the Policy  with  respect to such Series from the
Insurer.

     Section 8.2 Release of Collateral.

     (a) Subject to the payment of its fees and expenses pursuant to Section 6.7
and the  provisions  of Section  13.1(b),  the  Indenture  Trustee  may upon the
written  direction of the Issuer,  and when  required by the  provisions of this
Indenture or the Servicing Agreement shall,  execute instruments  provided to it
to  release  property  from the lien of this  Indenture,  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  VIII  shall  be  bound to  ascertain  the  Indenture
Trustee's  authority,  inquire into the satisfaction of any conditions precedent
or see to the application of any monies.

     (b) The Indenture  Trustee shall upon the written  direction of the Issuer,
at such time as there are no Notes part of a Series Outstanding and all sums due
the  Indenture  Trustee and the Secured  Parties for such Series with respect to
such Series  pursuant to Section 6.7 have been paid,  (i) release any  remaining
portion of the related  Series  Collateral  from the lien of this Indenture (ii)
provide  written  instruction  to the Servicer to release all  Receivable  Files
relating  to such  Series to the  Issuer and (iii)  release to the Master  Trust
Account any funds then on deposit in the related Series Collection Account.  The
Indenture  Trustee  shall  release  property  from  the  lien of this  Indenture
pursuant  to  this  Section  8.2(b)  only  upon  receipt  of an  Issuer  Request
accompanied by an Officer's  Certificate and an Opinion of Counsel,  meeting the
applicable requirements of Section 13.1.





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<PAGE>

     Section 8.3 Opinion of Counsel.

     The  Indenture  Trustee  shall  receive at least seven days' prior  written
notice  when  requested  by the  Issuer to take any action  pursuant  to Section
8.2(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, the Insurer and the
Deal  Agent,  stating  the  legal  effect of any such  action  by the  Indenture
Trustee,  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 any
Series  of  Notes  or the  rights  of any  Noteholder  in  contravention  of the
provisions of this Indenture;  provided,  however,  that such Opinion of Counsel
shall not be  required  to express an opinion as to the fair value of the Series
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 IX

                             SUPPLEMENTAL INDENTURES

     Section 9.1 Supplemental Indentures Without Consent of Noteholders.

     (a)  Without the consent of the Holders of any Series of Notes but with the
prior consents of the Deal Agent and the Insurer,  so long as an Insurer Default
shall  not have  occurred  and be  continuing,  as  evidenced  to the  Indenture
Trustee,  the Issuer,  at any time and from time to time,  may enter into one or
more indentures  supplemental hereto, in form satisfactory to the Deal Agent and
the Insurer, for any of the following purposes:

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

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

     (iii)to add to the covenants of the Issuer,  for the benefit of the Holders
          of the Notes, 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 to make any
          other  provisions  with respect to matters or questions  arising under
          this Indenture or in any  supplemental





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<PAGE>

          indenture;  provided that such action shall not  adversely  affect the
          interests of the Holders of the Notes;

     (vi) to  evidence  and  provide  for  the  acceptance  of  the  appointment
          hereunder by a successor  Indenture Trustee with respect to any Series
          of  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 VI; or

     (vii)to modify,  eliminate or add to the  provisions  of this  Indenture to
          such  extent as shall be  necessary  to comply with any  provision  of
          Applicable Law.

     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,  with the prior  consents of the
Deal  Agent  and the  Insurer,  so long as an  Insurer  Default  shall  not have
occurred and be  continuing,  may,  without the consent of any of the Holders of
any Series of Notes enter into an indenture or  indentures  supplemental  hereto
for the purposes of (i) 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 one or more  Series of Notes  under this
Indenture;  provided, however, that such action (as evidenced, at the request of
the Indenture  Trustee,  by an Opinion of Counsel) shall not adversely affect in
any material  respect the interests of any  Noteholder  (taking into account the
existence of the relevant  Policies) and (ii)  providing for the issuance of any
one or more Series of Notes.

     Section 9.2 Supplemental Indentures with Consent of Noteholders.

     The  Issuer  and the  Indenture  Trustee,  also may with the prior  written
consent of the Deal Agent and the Insurer,  so long as an Insurer  Default shall
not have occurred and be  continuing,  with the consent of Majority  Noteholders
with  respect to one or more  Series,  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 such one or more Series of
Notes  under this  Indenture;  provided,  however,  that,  no such  supplemental
indenture  shall,  without  the consent of the Holder of each  Outstanding  Note
affected thereby:

     (a)  change  the date of  payment of any  installment  of  principal  of or
interest on any Note, or reduce the principal amount thereof,  the interest rate
thereon or the Redemption  Price with respect  thereto,  change the provision of
this Indenture relating to the application of collections on, or the proceeds of
the sale of, the Collateral to payment of principal of or interest on the Notes,
accelerate  the payment of any  installment  of  principal of or interest on any
Note or change any place of payment where, or the coin or currency in which, any
Note or the interest thereon is payable;





                                       64
<PAGE>

     (b)  impair  the  right  to  institute  suit  for  the  enforcement  of the
provisions  of this  Indenture  requiring  the  application  of funds  available
therefor, as provided in Article V, to the payment of any such amount due on the
Notes  on or  after  the  respective  due  dates  thereof  (or,  in the  case of
redemption, on or after the Redemption Date);

     (c) 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;

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

     (e) reduce the percentage of the  Outstanding  Amount of the Notes required
to direct the Deal Agent to direct the  Indenture  Trustee to sell or  liquidate
the Collateral pursuant to Section 5.4(b);

     (f) 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 Transaction  Documents cannot be modified or waived without the
consent of the Holder of each Outstanding Note affected thereby;

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

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

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

     Promptly after the execution by the Issuer and the Indenture Trustee of any
supplemental  indenture  pursuant to this Section,  the Indenture  Trustee shall
mail to each Rating Agency and 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.





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<PAGE>

     Section 9.3 Execution of Supplemental Indentures.

     In  executing,   or  permitting  the  additional  trusts  created  by,  any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Indenture Trustee shall be entitled
to receive,  and subject to Sections  6.1 and 6.2,  shall be fully  protected in
relying  upon,  an  Opinion  of  Counsel  stating  that  the  execution  of such
supplemental  indenture  is  authorized  or  permitted  by this  Indenture.  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 9.4 Effect of Supplemental Indenture.

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

     Section 9.5 [Reserved].

     Section 9.6 Reference in Notes to Supplemental Indentures.

     Notes  authenticated  and delivered after the execution of any supplemental
indenture  pursuant to this  Article IX may,  and if  required by 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  which  relates  to the  Series of which  such Notes are a part may be
prepared  and  executed by the Issuer and  authenticated  and  delivered  by the
Indenture Trustee in exchange for Outstanding Notes of such Series.


                                   ARTICLE X

                               REDEMPTION OF NOTES

     Section 10.1 Redemption.

     The Notes of any Series  are  subject to  redemption  in whole,  but not in
part, on any  Distribution  Date at the election of the Issuer but only with the
prior consents of the Deal Agent, 100% of the Noteholders of such Series (except
for a redemption in accordance with Section 11.2(f), which may occur without the
consents of either the Deal Agent or any  Noteholder)  and,  provided no Insurer
Default has occurred, the Insurer. If any such Notes are to be redeemed pursuant
to this Section 10.1, the Servicer or the Issuer shall furnish written notice of
such election  (which notice shall contain the  information  required by Section
10.2(a)) to the Indenture




                                       66
<PAGE>

Trustee and the Paying Agent, together with evidence that the Deal Agent and, if
no Insurer  Default has  occurred,  the  Insurer,  have each  consented  to such
redemption,  not later than 10 days prior to the Redemption  Date and, not later
than 12:00 p.m.  New York City time on the  Redemption  Date,  the Issuer  shall
deposit the Redemption Price with respect to such Notes in the Series Collection
Account. All such Notes shall be due and payable on the Redemption Date upon the
furnishing of a notice complying with Section 10.2.

     Section 10.2 Form of Redemption Notice.

     Notice of redemption  under Section 10.1 shall be given by the Paying Agent
by facsimile or by  first-class  mail,  postage  prepaid,  transmitted or mailed
prior to the applicable  Redemption  Date to each Holder of such redeemed Notes,
as of the  close  of  business  on the  Record  Date  preceding  the  applicable
Redemption Date, at such Holder's address appearing in the Note Register.

     All notices of redemption shall state:

     (i)  the Redemption Date;

     (ii) the Redemption Price;

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

     (iv) that  interest on the Notes  shall  cease to accrue on the  Redemption
          Date.

     Notice of redemption of any Notes shall be given by the Paying Agent in the
name and at the expense of the Issuer. Failure to give notice of redemption,  or
any  defect  therein,  to any  Holder of any Note shall not impair or affect the
validity of the redemption of any other Note of the same or a different Class or
Series.  Any notice of redemption  given  pursuant to this Section 10.2 shall be
irrevocable.

     Section 10.3 Notes Payable on Redemption Date.

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





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<PAGE>

                                   ARTICLE XI

                               CREDIT ENHANCEMENT

     Section 11.1 Policies.

     (a) The  Insurer  is  required  under the  terms of each  Policy to pay the
Monthly  Servicing  Fee,  Monthly  Interest and Monthly  Principal  related to a
Series of Notes up to the related  Policy Amount in the event of any  deficiency
of  Available  Funds for such Series to pay such  amounts not covered by amounts
withdrawn from the Spread  Account  (after giving effect to any deposit  thereto
from the Master  Trust  Account in  accordance  with Section  11.2  hereof),  as
determined  pursuant to Section  8.1(b),  to the Paying  Agent for credit to the
related Series Collection  Account on the later of (a) 12:00 noon, New York City
time, on the  Distribution  Date and (b) 12:00 noon,  New York City time, on the
Business Day immediately succeeding presentation to the Insurer of the Indenture
Trustee's demand therefor.  Any demand for payment pursuant to Section 8.1(b) to
the Insurer received by the Insurer on a Business Day after 12:00 noon, New York
City  time,  or on any day that is not a  Business  Day,  will be  deemed  to be
received by the Insurer on the next Business Day. Notwithstanding the foregoing,
on a Redemption  Date,  the  obligations of the Insurer under the related Policy
shall be limited in accordance with Section 3.1(b). The Indenture Trustee hereby
agrees on behalf of the Noteholders (and each  Noteholder,  by its acceptance of
its Notes,  hereby  agrees) for the benefit of the  Insurer  that the  Indenture
Trustee shall recognize that to the extent the Insurer makes a payment under the
related  Policy,  either  directly  or  indirectly  (as by  paying  through  the
Indenture  Trustee),  to the  Noteholders  for such Series,  the Insurer will be
entitled to be  subrogated  to the rights of such  Noteholders  to the extent of
such  payments  under such  Policy.  Any rights of  subrogation  acquired by the
Insurer as a result of any payment made under the related  Policy shall,  in all
respects,   be  subordinate  and  junior  in  right  of  payment  to  the  prior
indefeasible payment in full of all amounts due the Indenture Trustee on account
of payments due under the related Notes pursuant to Section 6.7 hereof.

     (b) The Insurer  shall pay any  Preference  Amount with respect to a Series
following  receipt on a Business Day by the Insurer of (i) a certified copy of a
final  non-appealable  order  (of  the  type  described  in  the  definition  of
Preference  Amount)  requiring  the return of such  Preference  Amount (a "Final
Order"),  (ii) an  assignment  in such  form as is  reasonably  required  by the
Insurer,  irrevocably  assigning  to the  Insurer  all  rights and claims of the
Noteholders  of a Series,  if any,  relating  to or arising  under  such  Series
against the debtor which paid such  Preference  Amount or otherwise with respect
to such  Preference  Amount,  to the extent of such Preference  Amount,  (iii) a
Notice for Payment relating to such Preference  Amount  appropriately  completed
and  executed by the  Indenture  Trustee or the Paying  Agent,  on behalf of the
Indenture Trustee; provided that if such documents are received after 11:00 a.m.
New York City time on such Business Date,  they will be deemed to be received on
the following  Business Day. Such payments  shall be disbursed to the bankruptcy
trustee named in the Final Order of the court exercising  jurisdiction on behalf
of such  Noteholders  and  not to any  such  Noteholders  directly  unless  such
Noteholder  provides proof  reasonably  satisfactory  to the Insurer that it has
returned such Preference Amount to such bankruptcy  trustee,  in which case such
payment shall be disbursed to such Noteholder.






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<PAGE>

     The Paying Agent and the Indenture Trustee, for itself and on behalf of the
Noteholders,  agrees that the Insurer may at any time during the continuation of
any  proceeding  relating to a Final Order  direct all matters  relating to such
Final Order, including,  without limitation,  the direction of any appeal of any
order relating to such Final Order and the posting of any surety, supersedeas or
performance bond pending any such appeal. In addition and without  limitation of
the foregoing,  the Insurer shall be  subrogated,  to the extent of amounts paid
under the related Policy,  to the rights of UAC, the Servicer,  the Issuer,  the
Paying Agent,  the Indenture  Trustee and the  Noteholders in the conduct of any
preference claim, including,  without limitation, all rights of any party to any
adversarial  proceeding  or action  with  respect to any court  order  issued in
connection with any such preference claim.

     Section 11.2 Spread Accounts.

     (a) On or prior to each Series Closing Date, the Issuer shall establish and
maintain  for such Series of Notes a  segregated  trust  account with the Paying
Agent or in the  corporate  trust  department  of another  Eligible  Institution
referred to herein as the "Series __ Spread  Account." Each Spread Account shall
be  maintained  in the  name  of  the  Indenture  Trustee.  The  Spread  Account
established  for a Series of Notes and any amounts on deposit  therein  shall be
part of the Series Collateral for such Series of Notes and shall be held for the
benefit of the Secured Parties, of such Series of Notes; provided, however, that
the interest of the Insurer  therein shall be  subordinated  to the interests of
the Noteholders of the related Series of Notes as provided herein. On the Series
Closing Date for the Series of Notes,  the Issuer shall deposit,  or cause to be
deposited  the related  Initial  Spread  Account  Amount in the  related  Spread
Account.

     (b) Funds on deposit in each Spread  Account  shall be invested in Eligible
Investments  at the  written  direction  of the  Issuer in the same  manner  and
subject to the same  requirements  and limitations as the investment of funds in
the related Series  Collection  Account,  including the limitation that Eligible
Investments  mature not later than the Business Day prior to the next succeeding
Distribution Date; provided, however, that no such limitation on the maturity of
Eligible  Investments  shall apply if the Paying Agent  obtains the benefit of a
liquidity  facility  or  similar  arrangement  from a  commercial  bank  with an
Approved Rating or other provider approved in advance in writing by the Insurer,
with respect to funds in the Spread Account (a "Spread Account  Facility").  For
purposes of determining  the  availability of funds or the balance in any Spread
Account for any reason under this Indenture,  investment  earnings on such funds
shall be  deemed to be  available  or on  deposit  only to the  extent  that the
aggregate of such amounts,  plus the funds on deposit in such Spread Account, do
not exceed the related Required Spread Amount.

     (c) (i) If on any Distribution  Date (other than a Distribution  Date after
an Event of  Default  shall  have  occurred  and be  continuing)  the  amount of
Available Funds for a Series of Notes is insufficient to make the  distributions
required by Section  3.1(a)(i)  through  (iii) for such  Series of Notes  (after
taking  into  account any  reduction  of Monthly  Principal  pursuant to Section
3.1(c)),  the Paying  Agent  shall  withdraw or cause to be  withdrawn  from the
related Spread Account and deposited in the related  Series  Collection  Account
the lesser of (x) the entire related  Available Spread Amount and (y) the amount
necessary  to make up such  deficiency,  as provided in Sections 3.1 and 8.1 and
the related Policy.





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<PAGE>

         (ii)  Alternatively,  if on any  Distribution  Date  after  an Event of
Default the amount of Available  Funds for a Series of Notes is  insufficient to
make the  distributions  required by Sections  3.1(a)(i)  through (iii) for such
Series of Notes (after  giving  effect to any  reductions  of Monthly  Principal
pursuant to Section 3.1(c)), but excluding any distributions required by Section
5.5(a)(ii),  the Paying Agent shall  withdraw or cause to be withdrawn  from the
related Spread Account and deposited in the related  Series  Collection  Account
the lesser of (x) the entire related  Available Spread Amount and (y) the amount
necessary  to make up such  deficiency,  as provided in Sections 3.1 and 5.5 and
the related Policy.

     (d) On each Distribution  Date, all distributions made pursuant to Sections
3.1(a)(vi)  or  5.5(a)(vii)  with respect to a Series of Notes,  as  applicable,
shall be deposited  into the related Spread Account before being released to the
Master Trust Account.

     (e) If the amount on deposit in a Spread  Account,  after giving  effect to
the  distributions  set forth in Section  3.1  (including,  without  limitation,
payment of amounts  due and owing to the  Insurer)  is greater  than the related
Required  Spread Amount on such  Distribution  Date,  such excess shall first be
applied to pay any  current and past due  premiums  or any amounts  owing to the
Insurer  pursuant  to  the  related  Policy   including,   without   limitation,
reimbursement,  indemnities,  fees and expenses,  Insurer  Defense  Costs,  plus
accrued interest thereon,  and after payment of such amounts to the Insurer, any
amounts  remaining on deposit in such Spread Account shall be distributed by the
Paying Agent to the Issuer by deposit  into the Master Trust  Account to be held
and/or released in accordance with the Master Trust Agreement.  Amounts properly
distributed  to the  Master  Trust  Account  pursuant  to this  Section,  either
directly  without deposit in the related Spread Account,  or from excess amounts
in the  related  Spread  Account  shall be  deemed  released  from the  security
interest of the Indenture Trustee on behalf of the related Secured Parties.

     (f) Upon  discharge and  satisfaction  of this  Indenture with respect to a
Series of Notes pursuant to Section 4.1, amounts remaining in the related Spread
Account,  after payment of any amounts due and owing to the Noteholders for such
Series  of Notes  and to the  Insurer,  shall be  distributed  by the  Indenture
Trustee to the Master Trust Account.  The Issuer (or, in certain  circumstances,
the Insurer) is permitted  to cause the sale of the Series  Receivables  for any
Series of Notes by the Issuer when the  Outstanding  Amount of a Series of Notes
has been reduced to 5% or less of the initial Outstanding Amount of such Series.
Should the Issuer have failed to exercise the option  provided for herein by the
third  Distribution  Date after the  Distribution  Date on which such  option is
first  exercisable,  such option may be exercised  by the Insurer in  accordance
with  Section  10.1 and this  Section  11.2 (so long as no Insurer  Default  has
occurred or is continuing).

     (g) If on any  Determination  Date on which (A) no Event of  Default  for a
Series of Notes,  Insurer  Default for a Series of Notes or Trigger  Event for a
Series of Notes has occurred and is continuing, and (B) the sum of (i) Available
Funds identified in the notice provided by the Servicer under Section 4.04(a) of
the Servicing  Agreement for such Series of Notes and (ii) the Available  Spread
Amount for such Series of Notes,  is greater  than the amount  necessary to make
the  required  withdrawals  from such  Spread  Account and deposit to the Series
Collection  Account described in Section 8.1(b),  the Paying Agent shall, at the
written  direction  of the Master  Trustee,  on the  Business  Day prior to such
Distribution  Date,  withdraw an amount designated by




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<PAGE>

the Master  Trustee in such direction (not greater than such excess amount) from
such  Spread  Account and  deposit  such  amount (if any) into the Master  Trust
Account.

     (h) If on any Determination  Date the sum of (i) Available Funds identified
in the notice  provided by the Servicer  under Section  4.04(a) of the Servicing
Agreement,  and  (ii) the  Available  Spread  Amount,  is less  than the  amount
necessary to make the required  withdrawals  from the Spread Account and deposit
to the Series Collection  Account described in Section 8.1(b),  the Issuer,  the
Paying  Agent or the Insurer on behalf of the Issuer may,  on the  Business  Day
prior to the Distribution  Date,  direct the Master Trustee to withdraw from the
Master Trust  Account,  to the extent of funds  available  from such account for
such purpose, the amount of such deficiency, and deposit such amount, if any, in
the  applicable  Spread  Account.  Notwithstanding  the  foregoing,  neither the
Indenture  Trustee  nor the Paying  Agent  shall  have any duty to  provide  the
direction  referred to in this  section or any  responsibility  for tracking the
amounts in the Spread Account.


                                  ARTICLE XII

                             NON-RECOURSE PROVISIONS

     Section 12.1 Non-Recourse Provisions.

     (a)  Notwithstanding  anything to the contrary  contained in this Indenture
(other than as set forth in the last  sentence  of this  Section  12.1(a)),  any
Series  Supplement  or in the  Notes of any  Series,  the  Issuer  shall  not be
personally liable for the payment of any principal,  interest, taxes, Additional
Amounts or any other sums now or hereafter  owing under this  Indenture,  any of
the other  Transaction  Documents,  the terms of any  Series of Notes or for any
other obligation,  covenant or agreement  (including,  without  limitation,  the
payment of any fees or any other  obligations) of the Issuer. The obligations of
the  Issuer  with  respect to a Series of Notes  shall be payable  only from the
Series  Collateral of such Series and the Issuer shall have no obligation to pay
any amount  required to be paid by it  hereunder to the Holders of any Series of
Notes in excess of any amount  available  to the Issuer from the related  Series
Collateral. All payment obligations of the Issuer with respect to each Series of
Notes are  contingent  upon the  availability  of funds from the related  Series
Collateral;  and each  Noteholder  agrees  that it shall not have a claim  under
Section 101(5) of the Bankruptcy Code if and to the extent that any such payment
obligation with respect to such Noteholder's  Series of Notes exceeds the amount
available to the Issuer to pay such amounts from the related Series  Collateral.
Notwithstanding  the  foregoing,  the  recourse  of the Deal  Agent  and/or  the
Noteholders of any Series for Breakage  Costs,  any amount payable by the Issuer
under  Section  2.10 or 2.11  hereof  or  under  Article  V or VIII of the  Note
Purchase Agreement (the "Non-Scheduled Amounts") shall be payable upon demand by
the Issuer from funds it receives  from the Master  Trust  Account,  but further
limited to the lesser of (x) the dollar amount of funds released from the Spread
Account  for such  Series to the Master  Trust  Account in  accordance  with the
provisions of this  Indenture and (y) the dollar amount of funds released to the
Issuer, as "Residual  Certificateholder"  under the Master Trust Agreement,  and
the Issuer  acknowledges  and agrees that,  notwithstanding  any other provision
herein, (x) the security interest and Lien of the Indenture Trustee with respect
to any Series Collateral deposited into the Master Trust Account shall continue,
for the  benefit of such  Noteholders,  to the extent of any such  Non-Scheduled
Amounts  which may be due and payable  from time to time and (y) the




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<PAGE>

Issuer will pay any such due and payable Non-Scheduled Amounts to the Deal Agent
for the benefit of such Noteholders before  distributing to any other Person any
such funds released to it from the Master Trust Account.

     (b) If any Event of  Default  shall  occur  with  respect  to any Series of
Notes,  the rights of the Secured  Parties related to such Series of Notes shall
be limited to a  proceeding  against  the Series  Collateral  for such Series of
Notes or against  any other  third  party  other than the Issuer and none of the
Holders,  the related Controlling Party and the Insurer or the Indenture Trustee
on behalf of such Holders will have the right to proceed  against the Issuer for
a deficiency  judgment  remaining after  foreclosure of any property included in
such Series Collateral.

     (c) Each of the  Holders of each  Series of Notes  (both  individually  and
collectively), the Deal Agent, the Indenture Trustee, the Paying Agent, the Note
Registrar, the Servicer and the Insurer each agree that none of them will accept
any  payments on account of the  obligations  of the Issuer with  respect to any
Series of Notes except from  Collections  of the related  Series  Collateral and
from disbursements from the Spread Account as provided hereunder.

     (d) If any Noteholder,  the Deal Agent, the Indenture  Trustee,  the Paying
Agent,  the Note Registrar,  the Servicer or the Insurer receives any payment or
distribution of security of any character (whether in cash, securities, or other
property)  out of or in connection  with the Series  Collateral of any Series in
contravention  of the terms of Section  12.1(c),  such payment,  distribution or
security  shall not be commingled  with any asset of any other Series,  shall be
held in trust for the benefit of, and shall  promptly be paid over or  delivered
and  transferred  to, the  Indenture  Trustee for deposit to the related  Series
Collection  Account for the Series  related to Series  Collateral  to which such
payment, distribution or security relates, for application to the payment of the
Notes of the Series to which such Series Collateral relates.

     (e) The Secured Parties of each Series of Notes (i) agree that they have no
rights,  security  interests  or liens in any Series  Collateral  other than the
Series Collateral securing their Series of Notes, (ii) agree that, to the extent
they are at any time deemed to have any rights,  security  interests or liens in
any Series Collateral other than the Series Collateral  securing their Series of
Notes, they hereby waive all such rights,  security  interests and liens in such
other  Series  Collateral  and, in any event,  they do hereby  subordinate,  any
rights, security interests or liens they (jointly or severally) now or hereafter
have in or upon the  Series  Collateral  of each  Series  other  than the Series
Collateral related to their Series of Notes to any rights, security interests in
or liens upon such other Series  Collateral in favor or on behalf of the Secured
Parties for the Series of Notes related to such Series  Collateral and to all of
the rights and  remedies  of the  Secured  Parties  of such other  Series.  Such
agreements  and  subordination  shall be  effective  regardless  of whether  the
security  interests  and liens of the Secured  Parties of such other  Series are
valid,  enforceable  and/or  perfected.  The Secured  Parties for each Series of
Notes  hereby  agree that the  subordination  provided  for in this Section is a
subordination agreement for purposes of Section 510(a) of the Bankruptcy Code.

     (f) It is expressly understood and agreed,  however, that nothing contained
in this  Section  12.1  shall in any  manner  or way  constitute  or be deemed a
release of the debt or other  obligations  evidenced by a  particular  Series of
Notes or otherwise affect or impair the enforceability against the Issuer of the
liens  created  by  this  Indenture,   any  Transaction




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<PAGE>

Documents,  any Series  Supplement,  the Series  Collateral  for such  Series of
Notes, or any other instrument or agreement evidencing,  securing or relating to
the indebtedness or the obligations  evidenced by such Series of Notes until the
Series  Collateral  for such  Series of Notes has been  realized  and applied in
accordance  with Section 5.5,  whereupon the debt and other  obligations  of the
Issuer in respect of such Series of Notes shall be  extinguished  and any monies
remaining  in the Series  Collection  Account  will be  released  to the Issuer.
Nothing in this  Section  shall  preclude  the  related  Controlling  Party from
instructing the Indenture Trustee to foreclose upon any property included in the
Series  Collateral  for such Series of Notes or any other  rights or remedies in
law or in equity  against  the Issuer or the assets of each Series of the Issuer
except as stated in this Section. Holders may not seek to enforce rights against
the  Issuer  with  respect  to any  Notes  (i) by  commencing  any  recovery  or
enforcement  proceedings  against  the  Issuer,  (ii) by applying to wind up the
Issuer,  (iii)  otherwise than through the Indenture  Trustee in its exercise of
powers,  appointing  a  receiver  or  administrator  to the Issuer or any of its
assets,  (iv) by making any  statutory  demand upon the Issuer under  applicable
corporation  law, or (v) in any other  manner  except as may be provided in this
Indenture, the applicable Series Supplement or in the Notes of a Series.

     (g) The Indenture  Trustee,  the Paying Agent,  and the Note Registrar,  by
entering  into this  Indenture,  and each  Noteholder  (other  than the  Initial
Noteholder),  by accepting a Note,  hereby covenant and agree that they will not
at any time institute against the Issuer,  cooperate with or encourage others to
or  join  in  any   institution   against   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 Transaction Documents.

     (h) The provisions of this Section 12.1 shall be applicable and enforceable
both before and after the commencement, whether voluntary or involuntary, of any
case by or  against  the Issuer  under the  Bankruptcy  Code and all  references
herein  to  the   Issuer   shall  be  deemed  to  apply  to  the   Issuer  as  a
debtor-in-possession  and to any  trustee  in  bankruptcy  for the estate of the
Issuer.

     (i) The  provisions of this Section 12.1 shall survive the  termination  of
this Agreement and the repayment of each Series of Notes.


                                  ARTICLE XIII

                                  MISCELLANEOUS

     Section 13.1 Compliance Certificates and Opinions, etc.

     (a) Upon any application or request by the Issuer to the Indenture  Trustee
to take any action  under any  provision  of this  Indenture,  the Issuer  shall
furnish to the Indenture Trustee,  the Paying Agent, the Insurer and to the Deal
Agent (i) an Officer's  Certificate  stating that all conditions  precedent,  if
any,  provided for in this Indenture  relating to the proposed  action have been
complied with and (ii) if required  pursuant to the terms of this Indenture,  an
Opinion  of  Counsel  stating  that in the  opinion  of such  counsel  all  such
conditions precedent,  if any, have been complied with, except that, in the case
of any such  application or request as to which the




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<PAGE>

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 Series  Collateral or other property or
securities  with the  Indenture  Trustee  that is to be made the  basis  for the
release of any property or securities subject to the lien of this Indenture, the
Issuer  shall,  in  addition  to any  obligation  imposed in Section  13.1(a) or
elsewhere in this Indenture, furnish to the Indenture Trustee, the Paying Agent,
the Insurer and the Deal Agent an Officer's  Certificate  certifying  or stating
the opinion of each person signing such certificate as to the fair value (within
90 days of such  deposit)  to the  Issuer  of the  Series  Collateral  or  other
property or securities to be so deposited.

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

     Section 13.2 Form of Documents Delivered to Indenture Trustee.

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

     (b) Any  certificate or opinion of an Authorized  Officer of the Issuer may
be based, insofar as it relates to legal matters,  upon a certificate or opinion
of, or  representations  by,




                                       74
<PAGE>

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

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

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

     Section 13.3 Acts of Noteholders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Indenture to be given or taken by Noteholders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such  Noteholders  in person or by agents duly appointed
in writing;  and except as herein otherwise expressly provided such action shall
become  effective  when such  instrument  or  instruments  are  delivered to 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 6.1)  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 customary manner of the Indenture Trustee.

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

     (d) Any request, demand, authorization,  direction, notice, consent, waiver
or other  action by the Holder of any Notes  shall bind the Holder of every Note
issued upon the registration thereof or in exchange therefor or in lieu thereof,
in respect of anything  done,




                                       75
<PAGE>

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 13.4 Notices, etc. to Indenture Trustee,  Insurer, the Paying Agent
and Issuer.

     Any request, demand,  authorization,  direction, notice, consent, waiver or
Act of Noteholders or other documents provided or permitted by this Indenture to
be made upon, given or furnished to or filed with:

     (a) The  Indenture  Trustee by any  Noteholder,  the Paying Agent or by the
Issuer shall be sufficient for every purpose hereunder if personally  delivered,
delivered  by  overnight  courier  or  mailed  certified  mail,  return  receipt
requested  and  shall be deemed to have been  duly  given  upon  receipt  to the
Indenture  Trustee  at the  Indenture  Trustee  Office or at any  other  address
previously furnished in writing to each Noteholder and the Issuer;

     (b) The  Issuer  by the  Indenture  Trustee,  the  Paying  Agent  or by any
Noteholder  shall be  sufficient  for  every  purpose  hereunder  if  personally
delivered,  delivered by overnight  courier or mailed  certified mail or sent by
confirmed  facsimile  transmission and shall deemed to have been duly given upon
receipt to the Issuer addressed to: UAC  Securitization  Corporation,  250 North
Shadeland Avenue, Suite 001, Indianapolis,  Indiana 46219, Attention: President,
or at any other address previously furnished in writing to the Indenture Trustee
by the Issuer. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Indenture Trustee;

     (c) The  Insurer by the  Issuer,  the Paying  Agent and  Noteholder  or the
Indenture Trustee, shall be sufficient for every purpose hereunder if personally
delivered,  delivered by overnight  courier or mailed  certified mail or sent by
confirmed  facsimile  transmission and shall deemed to have been duly given upon
receipt to the  Insurer  addressed  to:  MBIA  Insurance  Corporation,  113 King
Street,  Armonk,  New  York  10504,  Attention:  Insured  Portfolio  Management,
Structured Finance, facsimile (914) 765-3810, or at any other address previously
furnished in writing to the Indenture Trustee by the Insurer;

     (d) The Paying Agent by the Issuer, the Indenture  Trustee,  the Insurer or
by any Noteholder shall be sufficient for every purpose  hereunder if personally
delivered,  delivered by overnight  courier or mailed  certified mail or sent by
confirmed  facsimile  transmission and shall deemed to have been duly given upon
receipt to the Paying Agent addressed to: JPMorgan Chase Bank, 4 New York Plaza,
New York, New York 10004,  Attention:  Institutional  Trust Services,  or at any
other address  previously  furnished in writing to the Indenture  Trustee by the
Paying Agent. The Paying Agent shall promptly transmit any notice received by it
from the Noteholders to the Indenture Trustee; and

     (e) A copy of any notice or report  provided by the Issuer,  the  Indenture
Trustee,  or the Insurer to any other Person  hereunder shall be  simultaneously
provided  in like manner to UAC, at 250 North  Shadeland  Avenue,  Indianapolis,
Indiana 46219,  Attention:  President,  facsimile  (317) 231-6469 (or such other
address or facsimile  number as shall be designated by UAC by written  notice to
the other parties).





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     (f) A copy of any notice or report  sent to any party  hereto  pursuant  to
this Agreement  shall also be sent to the Creditor  Representative  c/o Peter D.
Schellie,  Esq.,  Bingham  McCutchen  LLP,  1130 20th  Street,  NW,  Suite  800,
Washington DC 20036, or to such other address as the Creditor Representative may
designate from time to time in a written notice to each of the parties hereto.

     Section 13.5 Notices to Noteholders; Waiver.

     (a) 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.

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

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

     Section 13.6 Alternate Payment and Notice Provisions.

     Notwithstanding  any provision of this Indenture or any of the Notes to the
contrary,  the  Issuer may enter  into any  agreement  with any Holder of a Note
providing  for a method of payment,  or notice by the  Indenture  Trustee or the
Paying Agent to such Holder,  that is different from the methods provided for in
this  Indenture  for such  payments or notices,  provided  that such methods are
reasonable and consented to by the Indenture Trustee and the Paying Agent (which
consent  shall not be  unreasonably  withheld).  The Issuer will  furnish to the
Indenture  Trustee and the Paying  Agent a copy of each such  agreement  and the
Indenture  Trustee  and the  Paying  Agent will  cause  payments  to be made and
notices to be given in accordance with such agreements.

     Section 13.7 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.





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     Section 13.8 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.

     Section 13.9 Benefits of Indenture.

     The  Insurer  and  its   successors   and  assigns  shall  be   third-party
beneficiaries  to the  provisions of this  Indenture and any  applicable  Series
Supplement,  and  shall be  entitled  to rely  upon and  directly  enforce  such
provisions of this Indenture and any applicable  Series Supplement so long as no
Insurer  Default  shall  have  occurred  and  be  continuing.  Nothing  in  this
Indenture, any applicable Series Supplement or in the Notes, express or implied,
shall give to any  Person,  other than the parties  hereto and their  successors
hereunder,  and the Secured  Parties,  and any other  Person  with an  ownership
interest  in any part of the  Series  Collateral,  any  benefit  or any legal or
equitable right,  remedy or claim under this Indenture and any applicable Series
Supplement.  The Insurer may  disclaim  any of its rights and powers  under this
Indenture  and  any  applicable   Series  Supplement  but  not  its  duties  and
obligations  under  the  Policies,  upon  delivery  of a  written  notice to the
Indenture Trustee.

     Section 13.10 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 13.11 Governing Law; Consent to  Jurisdiction;  Waiver of Objection
to Venue.

     THIS AGREEMENT SHALL BE GOVERNED BY, AND CONSTRUED IN ACCORDANCE  WITH, THE
LAWS OF THE STATE OF NEW YORK.  EACH OF THE PARTIES  HERETO HEREBY AGREES TO THE
NON-EXCLUSIVE  JURISDICTION OF ANY FEDERAL COURT LOCATED WITHIN THE STATE OF NEW
YORK, NEW YORK COUNTY.  EACH OF THE PARTIES HERETO AND EACH SECURED PARTY HEREBY
WAIVES ANY OBJECTION BASED ON FORUM NON  CONVENIENS,  AND ANY OBJECTION TO VENUE
OF ANY  ACTION  INSTITUTED  HEREUNDER  IN ANY OF THE  AFOREMENTIONED  COURTS AND
CONSENTS  TO THE  GRANTING  OF SUCH  LEGAL  OR  EQUITABLE  RELIEF  AS IS  DEEMED
APPROPRIATE BY SUCH COURT.

     Section 13.12 Waiver of Jury Trial.

     TO THE EXTENT  PERMITTED  BY  APPLICABLE  LAW,  EACH OF THE PARTIES  HERETO
WAIVES ANY RIGHT TO HAVE A JURY  PARTICIPATE  IN RESOLVING ANY DISPUTE,  WHETHER
SOUNDING IN CONTRACT,  TORT, OR OTHERWISE BETWEEN THE PARTIES HERETO ARISING OUT
OF, CONNECTED WITH, RELATED TO, OR INCIDENTAL TO THE RELATIONSHIP BETWEEN ANY OF
THEM IN CONNECTION




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WITH THIS AGREEMENT OR THE TRANSACTIONS  CONTEMPLATED HEREBY.  INSTEAD, ANY SUCH
DISPUTE RESOLVED IN COURT WILL BE RESOLVED IN A BENCH TRIAL WITHOUT A JURY.

     Section 13.13 Execution in Counterparts; Severability; Integration.

     This  Indenture  may be  executed  in any  number  of  counterparts  and by
different  parties  hereto  in  separate  counterparts,  each of  which  when so
executed  shall be deemed to be an original and all of which when taken together
shall constitute one and the same Indenture. Delivery of an executed counterpart
of a  signature  page to this  Indenture  by  facsimile  shall be  effective  as
delivery  of a manually  executed  counterpart  of this  Indenture.  In case any
provision in or obligation  under this  Indenture  shall be invalid,  illegal or
unenforceable in any jurisdiction,  the validity, legality and enforceability of
the remaining  provisions or obligations,  or of such provision or obligation in
any other  jurisdiction,  shall not in any way be affected or impaired  thereby.
This  Indenture  contains  the  final  and  complete  integration  of all  prior
expressions  by the parties hereto with respect to the subject matter hereof and
shall  constitute the entire  Indenture among the parties hereto with respect to
the subject matter hereof,  superseding all prior oral or written understandings
other than any fee letter delivered by the Issuer to the Deal Agent and the Note
Purchasers.

     Section 13.14 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 and the  Controlling  Party) to the effect
that such recording is necessary either for the protection of the Noteholders or
any other person secured hereunder or for the enforcement of any right or remedy
granted to the Indenture Trustee under this Indenture.

     Section 13.15 [Reserved].

     Section 13.16 Certain Matters Regarding the Insurer.

     So long as an Insurer  Default shall not have  occurred and be  continuing,
the  Insurer  shall have the right to  exercise  all  rights,  including  voting
rights,  which  the  Noteholders  are  entitled  to  exercise  pursuant  to this
Indenture,  without any consent of such  Noteholders;  provided,  however,  that
without the consent of each Noteholder  affected thereby,  the Insurer shall not
exercise such rights to amend this Indenture in any manner that would (i) reduce
the  amount  of,  or  delay  the  timing  of,  collections  of  payments  on the
Receivables  or  distributions  which are required to be made on any Note,  (ii)
adversely  affect in any  material  respect the  interests of the Holders of any
Notes taking into  consideration the existence of the Policy, or (iii) alter the
rights of any such Holder to consent to such amendment.

     Notwithstanding  any provision in this  Indenture to the  contrary,  in the
event an Insurer  Default  shall have  occurred and be  continuing,  the Insurer
shall not have the right to take any action  under this  Indenture or to control
or direct the  actions of the Issuer or the  Indenture  Trustee  pursuant to the
terms of this  Indenture,  nor shall the consent of the Insurer be required with
respect to any  action (or waiver of a right to take  action) to be taken by the
Issuer, the




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Indenture Trustee, or the Noteholders; provided, that the consent of the Insurer
shall be required at all times with respect to any amendment of this Indenture.

     Section 13.17 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 Issuer,  or join in
any  institution   against  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 13.18 Acknowledgment of Parties; Insurer Defense Costs.

     Each of the Issuer and the Indenture  Trustee  acknowledges and agrees that
the Issuer shall reimburse the Insurer for all Insurer Defense Costs pursuant to
Sections 3.1 or 5.5 hereof, as applicable.












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



                         UAC SECURITIZATION CORPORATION,
                         as Issuer

                         By:    /s/ Treg Bauchert
                            ----------------------------------------------------
                         Name:   Treg Bauchert
                         Title:  President


                         WILMINGTON TRUST COMPANY,
                         not in its individual capacity,
                         but solely as Indenture Trustee


                         By:   /s/ James J. McGinley
                            ----------------------------------------------------
                         Name:   James J. McGinley
                         Title:  Authorized Signer


                         JPMORGAN CHASE BANK,
                         as Paying Agent and Note Registrar


                         By: /s/ Patricia M.F. Russo
                            ----------------------------------------------------
                         Name:    Patricia M.F. Russo
                         Title:   Vice President