<PAGE>

                                                                   Exhibit 10.31




                                  $125,000,000

                       Floating Rate Variable Funding Note



                            _________________________

                         AMENDED AND RESTATED INDENTURE

                          Dated as of November 30, 2004

                            _________________________



                              CPS WAREHOUSE TRUST,
                                     Issuer



                                   WESTLB AG,
                                      Agent



                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                     Trustee


<PAGE>
<TABLE>
<S>     <C>

                                          TABLE OF CONTENTS
                                                                                              PAGE NO.


ARTICLE I DEFINITIONS AND INCORPORATION BY REFERENCE...............................................3
         SECTION 1.1. DEFINITIONS..................................................................3
         SECTION 1.2. [RESERVED]...................................................................3
         SECTION 1.3. OTHER DEFINITIONAL PROVISIONS................................................3


ARTICLE II THE NOTE................................................................................4
         SECTION 2.1. FORM.........................................................................4
         SECTION 2.2. EXECUTION, AUTHENTICATION AND DELIVERY.......................................4
         SECTION 2.3. [RESERVED]...................................................................4
         SECTION 2.4. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE..........................5
         SECTION 2.5. RESTRICTIONS ON TRANSFER AND EXCHANGE........................................6
         SECTION 2.6. MUTILATED, DESTROYED, LOST OR STOLEN NOTE....................................8
         SECTION 2.7. PERSONS DEEMED OWNER.........................................................9
         SECTION 2.8. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST........................9
         SECTION 2.9. CANCELLATION..10
         SECTION 2.10. RELEASE OF COLLATERAL......................................................10
         SECTION 2.11. AMOUNT LIMITED; ADVANCES...................................................10


ARTICLE III COVENANTS.............................................................................11
         SECTION 3.1. PAYMENT OF PRINCIPAL AND INTEREST...........................................11
         SECTION 3.2. MAINTENANCE OF OFFICE OR AGENCY.............................................11
         SECTION 3.3. MONEY FOR PAYMENTS TO BE HELD IN TRUST......................................11
         SECTION 3.4. EXISTENCE...................................................................12
         SECTION 3.5. PROTECTION OF TRUST ESTATE..................................................12
         SECTION 3.6. OPINIONS AS TO TRUST ESTATE.................................................13
         SECTION 3.7. PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES........................13
         SECTION 3.8. NEGATIVE COVENANTS..........................................................14
         SECTION 3.9. ANNUAL STATEMENT AS TO COMPLIANCE...........................................14
         SECTION 3.10. ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.........................15
         SECTION 3.11. SUCCESSOR OR TRANSFEREE....................................................16
         SECTION 3.12. NO OTHER BUSINESS..........................................................16
         SECTION 3.13. NO BORROWING...............................................................17
         SECTION 3.14. SERVICER'S OBLIGATIONS.....................................................17
         SECTION 3.15. GUARANTEES, LOANS, ADVANCES AND OTHER LIABILITIES..........................17
         SECTION 3.16. CAPITAL EXPENDITURES.......................................................17
         SECTION 3.17. COMPLIANCE WITH LAWS.......................................................17
         SECTION 3.18. RESTRICTED PAYMENTS........................................................17
         SECTION 3.19. NOTICE OF EVENTS OF DEFAULT AND FUNDING TERMINATION EVENTS.................17
         SECTION 3.20. FURTHER INSTRUMENTS AND ACTS...............................................17
         SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT.................................18
         SECTION 3.22. INCOME TAX CHARACTERIZATION................................................18
         SECTION 3.23. SEPARATE EXISTENCE OF THE ISSUER...........................................18
         SECTION 3.24. AMENDMENT OF ISSUER'S ORGANIZATIONAL DOCUMENTS.............................18


ARTICLE IV SATISFACTION AND DISCHARGE.............................................................18
         SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE.....................................18
         SECTION 4.2. APPLICATION OF TRUST MONEY..................................................19
         SECTION 4.3. REPAYMENT OF MONEYS HELD BY NOTE PAYING AGENT...............................19

                                                 i
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                                          TABLE OF CONTENTS
                                             (CONTINUED)

                                                                                              PAGE NO.


ARTICLE V REMEDIES................................................................................19
         SECTION 5.1. EVENTS OF DEFAULT...........................................................19
         SECTION 5.2. RIGHTS UPON EVENT OF DEFAULT................................................20
         SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY TRUSTEE.............21
         SECTION 5.4. REMEDIES....................................................................22
         SECTION 5.5. OPTIONAL PRESERVATION OF THE RECEIVABLES....................................23
         SECTION 5.6. PRIORITIES..................................................................23
         SECTION 5.7. LIMITATION OF SUITS.........................................................23
         SECTION 5.8. UNCONDITIONAL RIGHTS OF THE NOTEHOLDER TO RECEIVE PRINCIPAL AND INTEREST....24
         SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES..........................................24
         SECTION 5.10. RIGHTS AND REMEDIES CUMULATIVE.............................................24
         SECTION 5.11. DELAY OR OMISSION NOT A WAIVER.............................................24
         SECTION 5.12. CONTROL BY THE NOTEHOLDER..................................................24
         SECTION 5.13. WAIVER OF PAST DEFAULTS....................................................25
         SECTION 5.14. UNDERTAKING FOR COSTS......................................................25
         SECTION 5.15. WAIVER OF STAY OR EXTENSION LAWS...........................................25
         SECTION 5.16. SUBROGATION................................................................25
         SECTION 5.17. PREFERENCE CLAIMS..........................................................26


ARTICLE VI THE TRUSTEE; THE AGENT.................................................................27
         SECTION 6.1. DUTIES OF TRUSTEE...........................................................27
         SECTION 6.2. RIGHTS OF TRUSTEE...........................................................28
         SECTION 6.3. INDIVIDUAL RIGHTS OF TRUSTEE................................................29
         SECTION 6.4. TRUSTEE'S DISCLAIMER........................................................29
         SECTION 6.5. NOTICE OF DEFAULTS..........................................................29
         SECTION 6.6. REPORTS BY TRUSTEE TO THE NOTEHOLDER........................................29
         SECTION 6.7. COMPENSATION AND INDEMNITY..................................................29
         SECTION 6.8. REPLACEMENT OF TRUSTEE......................................................30
         SECTION 6.9. SUCCESSOR TRUSTEE BY MERGER.................................................31
         SECTION 6.10. APPOINTMENT OF CO-TRUSTEE OR SEPARATE TRUSTEE..............................31
         SECTION 6.11. ELIGIBILITY: DISQUALIFICATION..............................................32
         SECTION 6.12. [RESERVED].................................................................32
         SECTION 6.13. APPOINTMENT AND POWERS.....................................................32
         SECTION 6.14. PERFORMANCE OF DUTIES......................................................32
         SECTION 6.15. LIMITATION ON LIABILITY....................................................32
         SECTION 6.16. [RESERVED].................................................................33
         SECTION 6.17. SUCCESSOR TRUSTEE..........................................................33
         SECTION 6.18. [RESERVED].................................................................33
         SECTION 6.19. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE..............................33
         SECTION 6.20. WAIVER OF SETOFFS..........................................................34
         SECTION 6.21. CONTROL BY THE CONTROLLING PARTY...........................................34
         SECTION 6.22. AUTHORIZATION AND ACTION...................................................34
         SECTION 6.23. AGENT'S RELIANCE, ETC......................................................34


ARTICLE VII [RESERVED]............................................................................35


ARTICLE VIII COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE.....................................35
         SECTION 8.1. COLLECTION OF MONEY.........................................................35
         SECTION 8.2. RELEASE OF TRUST ESTATE.....................................................35

                                                 ii
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                                          TABLE OF CONTENTS
                                             (CONTINUED)

                                                                                              PAGE NO.


ARTICLE IX SUPPLEMENTAL INDENTURE.................................................................35
         SECTION 9.1. SUPPLEMENTAL INDENTURES WITH CONSENT OF THE CONTROLLING PARTY...............35
         SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF THE NOTEHOLDER......................36
         SECTION 9.3. EXECUTION OF SUPPLEMENTAL INDENTURES........................................37
         SECTION 9.4. EFFECT OF SUPPLEMENTAL INDENTURE............................................38
         SECTION 9.5. [RESERVED]....38


ARTICLE X REPAYMENT AND PREPAYMENT OF NOTE........................................................38
         SECTION 10.1. REPAYMENT OF THE NOTE......................................................38
         SECTION 10.2. NOTICE OF PREPAYMENT.......................................................38
         SECTION 10.3. GENERAL PROCEDURES.........................................................38
         SECTION 10.4. [RESERVED]...38


ARTICLE XI MISCELLANEOUS..........................................................................39
         SECTION 11.1. COMPLIANCE CERTIFICATES AND OPINIONS, ETC..................................39
         SECTION 11.2. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.....................................40
         SECTION 11.3. ACTS OF THE NOTEHOLDER.....................................................40
         SECTION 11.4. NOTICES, ETC., TO TRUSTEE, ISSUER, AGENT AND RATING AGENCIES...............41
         SECTION 11.5. WAIVER.....................................................................42
         SECTION 11.6. ALTERNATE PAYMENT AND NOTICE PROVISIONS....................................42
         SECTION 11.7. [RESERVED].................................................................42
         SECTION 11.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS...................................42
         SECTION 11.9. SUCCESSORS AND ASSIGNS.....................................................42
         SECTION 11.10. SEVERABILITY..............................................................42
         SECTION 11.11. BENEFITS OF INDENTURE.....................................................43
         SECTION 11.12. LEGAL HOLIDAYS............................................................43
         SECTION 11.13. GOVERNING LAW.............................................................43
         SECTION 11.14. COUNTERPARTS..............................................................43
         SECTION 11.15. RECORDING OF INDENTURE....................................................43
         SECTION 11.16. ISSUER OBLIGATION.........................................................43
         SECTION 11.17. NO PETITION...............................................................43
         SECTION 11.18. INSPECTION................................................................44
</TABLE>


EXHIBITS
--------
Exhibit A-1.......Form of Variable Funding Note
Exhibit A-2.......Form of Transferee Certification
Exhibit B.........Form of Prepayment Certificate

                                                iii
<PAGE>

         AMENDED AND RESTATED INDENTURE, dated as of November 30_, 2004 (as
amended, supplemented or otherwise modified from time to time in accordance with
the terms hereof, this "INDENTURE"), is made among CPS Warehouse Trust, a
Delaware statutory trust (the "ISSUER"), WestLB AG (f/k/a Westdeutsche
Landesbank Girozentrale) ("WEST LB"), as administrator for the Noteholder (in
such capacity, and together with its successors and assigns in such capacity,
the "AGENT") and Wells Fargo Bank, National Association, a national banking
association, as successor-by-merger to Wells Fargo Bank Minnesota, National
Association, as successor in interest to Bank One Trust Company, N.A., as
trustee (the "TRUSTEE").

         The Issuer, the Agent and the Trustee (collectively, the "AMENDING
PARTIES") are party to that certain Indenture, dated as of March 7, 2002 (the
"ORIGINAL INDENTURE"), as amended and supplemented by that certain Omnibus
Amendment Agreement containing Supplemental Indenture No. 1, dated as of July
25, 2002 (the "FIRST SUPPLEMENTAL INDENTURE"), Second Omnibus Amendment
Agreement containing Supplemental Indenture No. 2, dated as of October 31, 2002
(the "SECOND SUPPLEMENTAL INDENTURE"), and Supplemental Indenture No. 3, dated
as of July 18, 2003 (the "THIRD SUPPLEMENTAL INDENTURE," and collectively with
the First Supplemental Indenture and the Second Supplemental Indenture, the
"AMENDMENTS TO THE ORIGINAL INDENTURE").

         The Amending Parties desire to enter into this Indenture for the
purpose of (i) restating the Original Indenture to reflect the Amendments to the
Original Indenture through the date hereof and (ii) making certain amendments to
the Original Indenture as amended by the Amendments to the Original Indenture.

         Each party agrees as follows for the benefit of the other parties and
for the benefit of the Holder of the Issuer's Floating Rate Variable Funding
Note (the "NOTE"):

         To secure the payment of principal of and interest on, and any other
amounts owing in respect of the Note, and to secure compliance with this
Indenture, the Issuer has agreed to pledge the Collateral (as defined below) as
collateral to the Trustee for the benefit of the Noteholder and the Insurer (as
defined below), as their respective interests may appear.

         XL Capital Assurance Inc. (the "INSURER") has issued and delivered a
financial guaranty insurance policy, dated the Closing Date (with endorsements,
the "NOTE POLICY"), pursuant to which the Insurer guarantees Scheduled Payments
with respect to the Note, as defined in the Note Policy.

         As an inducement to the Insurer to issue and deliver the Note Policy,
the Issuer and the Insurer have executed and delivered the Insurance and
Indemnity Agreement, dated as of March 7, 2002, which was amended and restated
pursuant to the Insurance Agreement (defined below).

         As an additional inducement to the Insurer to issue the Note Policy,
and as security for the performance by the Issuer of the Insurer Secured
Obligations (as defined below) and as security for the performance by the Issuer
of the Trustee Secured Obligations, the Issuer has agreed to assign the
Collateral (as defined below) as collateral to the Trustee for the benefit of
the Issuer Secured Parties, as their respective interests may appear.

         West LB has been requested, and is willing, to act as the Agent on
behalf of the Noteholder.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Trustee on each Funding Date, as
Trustee for the benefit of the Noteholder and for the benefit of the Issuer
Secured Parties all right, title and interest of the Issuer, whether now
existing or hereafter arising, in and to the following;

         (a) the Receivables listed in the Schedule of Receivables from time to
time;

<PAGE>

         (b) all monies received under the Receivables on and after the related
Cutoff Date and all Net Liquidation Proceeds received with respect to the
Receivables on and after the related Cutoff Date;

         (c) the security interests in the Financed Vehicles granted by Obligors
pursuant to the related Contracts and any other interest of the Issuer in such
Financed Vehicles, including, without limitation, the certificates of title or,
with respect to such Financed Vehicles in the States listed in ANNEX B to the
Sale and Servicing Agreement, other evidence of title issued by the applicable
Department of Motor Vehicles or similar authority in such States, with respect
to such Financed Vehicles;

         (d) any proceeds from claims on any Receivables Insurance Policies or
certificates relating to the Financed Vehicles securing the Receivables or the
Obligors thereunder;

         (e) all proceeds from recourse against Dealers with respect to the
Receivables;

         (f) refunds for the costs of extended service contracts with respect to
Financed Vehicles securing Receivables, refunds of unearned premiums with
respect to credit life and credit accident and health insurance policies or
certificates covering an Obligor or Financed Vehicle under a Receivable or his
or her obligations with respect to a Financed Vehicle and any recourse to
Dealers for any of the foregoing;

         (g) the Receivable File related to each Receivable and all other
documents that the Issuer keeps on file in accordance with its customary
procedures relating to the Receivables, for Obligors of the Financed Vehicles;

         (h) all amounts and property from time to time held in or credited to
the Collection Account, the Note Distribution Account, the Principal Funding
Account, the Reserve Account and the Lockbox Account;

         (i) all property (including the right to receive future Net Liquidation
Proceeds) that secures a Receivable that has been acquired by or on behalf of
the Issuer pursuant to a liquidation of such Receivable;

         (j) the Sale and Servicing Agreement, including a direct right to cause
the Seller to purchase Receivables from the Issuer pursuant to the Sale and
Servicing Agreement under the circumstances specified therein;

         (k) any Hedge Agreements;

         (l) the Note Purchase Agreement;

         (m) each TFC Assignment; and

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

         In addition, the Issuer shall cause the Note Policy to be issued for
the benefit of the Noteholder.

                                      -2-
<PAGE>

         The foregoing Grant is made in trust to the Trustee, for the benefit of
the Noteholder and the Issuer Secured Parties, as their interests may appear, to
secure the payment of principal of and interest on, and any other amounts owing
in respect of the Note, to secure the Issuer Secured Obligations and to secure
compliance with this Indenture. The Trustee hereby acknowledges such Grant,
accepts the trusts under this Indenture in accordance with the provisions of
this Indenture and agrees to perform its duties as required in this Indenture.

         The amendment and restatement of this Indenture shall not be deemed to
be a novation or repayment of the outstanding Advances and the security interest
of the Issuer Secured Parties in the Collateral shall remain in full force and
effect after giving effect to the amendment and restatement of this Indenture.

                                    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 and the definitions of such terms are equally applicable to both
the singular and plural forms of such terms and to each gender.

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in ANNEX A to the Amended and Restated Sale
and Servicing Agreement dated as of November 30, 2004 among the Issuer, the
Seller, the Servicer and the Trustee, as Backup Servicer and as Trustee, as the
same may be amended or supplemented from time to time (the "SALE AND SERVICING
AGREEMENT") or, if not defined therein, in the Amended and Restated Insurance
and Indemnity Agreement dated as of November 30, 2004 among the Issuer, the
Insurer, the Trustee, the Backup Servicer, the Seller and the Servicer, as the
same may be amended or supplemented from time to time (the "INSURANCE
AGREEMENT").

         SECTION 1.2. [Reserved].

         SECTION 1.3. OTHER DEFINITIONAL PROVISIONS.

                  (i) All terms defined in this Indenture shall have the defined
         meanings when used in any instrument governed hereby and in any
         certificate or other document made or delivered pursuant hereto unless
         otherwise defined therein.

                  (ii) Accounting terms used but not defined or partly defined
         in this Indenture, in any instrument governed hereby or in any
         certificate or other document made or delivered pursuant hereto, to the
         extent not defined, shall have the respective meanings given to them
         under U.S. generally accepted accounting principles as in effect on the
         date of this Indenture or any such instrument, certificate or other
         document, as applicable. To the extent that the definitions of
         accounting terms in this Indenture or in any such instrument,
         certificate or other document are inconsistent with the meanings of
         such terms under U.S. generally accepted accounting principles, the
         definitions contained in this Indenture or in any such instrument,
         certificate or other document shall control.

                  (iii) The words "HEREOF," "HEREIN," "HEREUNDER" and words of
         similar import when used in this Indenture shall refer to this
         Indenture as a whole and not to any particular provision of this
         Indenture.

                  (iv) Section, Schedule and Exhibit references contained in
         this Indenture are references to Sections, Schedules and Exhibits in or
         to this Indenture unless otherwise specified; and the term "INCLUDING"
         shall mean "INCLUDING WITHOUT LIMITATION."

                                      -3-
<PAGE>

                  (v) The definitions contained in this Indenture are applicable
         to the singular as well as the plural forms of such terms and to the
         masculine as well as to the feminine and neuter genders of such terms.

                  (vi) Any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as the same may
         from time to time be amended, modified or supplemented and includes (in
         the case of agreements or instruments) references to all attachments
         and instruments associated therewith; all references to a Person
         include its permitted successors and assigns.

                                   ARTICLE II
                                   ----------

                                    THE NOTE
                                    --------

         SECTION 2.1. FORM.

         (a) The Note, together with the Trustee's certificate of
authentication, shall be in substantially the form set forth in EXHIBIT A-1,
with such appropriate insertions, omissions, substitutions and other variations
as are required or permitted by this Indenture and may have such letters,
numbers or other marks of identification and such legends or endorsements placed
thereon as may, consistently herewith, be determined by the officers executing
the Note, as evidenced by their execution of the Note. Any portion of the text
of the Note may be set forth on the reverse thereof, with an appropriate
reference thereto on the face of the Note. Only one Note will be issued on the
Closing Date which Note shall be subject to Advances and prepayments from time
to time in accordance with SECTION 2.11 and ARTICLE X, respectively.

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

         (c) The terms of the Note set forth in EXHIBIT A-1 are part of the
terms of this Indenture.

         SECTION 2.2. EXECUTION, AUTHENTICATION AND DELIVERY.

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

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

         (c) The Trustee shall upon receipt of the Note Policy and Issuer Order
for authentication and delivery, authenticate and deliver the Note for original
issue in an aggregate principal amount up to, but not in excess of, the Maximum
Invested Amount.

         (d) The Note shall be dated the date of its authentication.

         (e) The Note shall not be entitled to any benefit under this Indenture
or be valid or obligatory for any purpose, unless there appears attached to the
Note a certificate of authentication substantially in the form provided for
herein, executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate attached to the Note shall be conclusive
evidence, and the only evidence, that the Note has been duly authenticated and
delivered hereunder.

         SECTION 2.3. [Reserved]

                                      -4-
<PAGE>

         SECTION 2.4. REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.

         (a) The Issuer shall cause to be kept a register (the "NOTE REGISTER")
in which, subject to such reasonable regulations as it may prescribe and subject
to the provisions of Section 2.5, the Issuer shall provide for the registration
of the Note, and the registration of transfers and exchanges of the Note. The
Trustee shall be "NOTE REGISTRAR" for the purpose of registering the Note and
transfers of the Note as herein provided. Upon any resignation or removal 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 Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the Trustee and the Insurer 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 Trustee and the Insurer
shall have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof. The Trustee 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 name and address of the Holder of the Note and the
principal amounts and number of the Note.

         (c) Subject to SECTION 2.5 hereof, upon surrender for registration of
transfer of any Note at the office or agency of the Issuer to be maintained as
provided in SECTION 3.2, if the requirements of Section 8-401(a) of the UCC are
met, the Trustee shall have the Issuer execute and the Trustee shall
authenticate and deliver, in the name of the designated transferee or
transferees, a new Note in any authorized denomination and a like aggregate
principal amount.

         (d) At the option of the Holder, the Note may be exchanged for another
Note in any authorized denominations, of the same class and a like aggregate
principal amount, upon surrender of the Note to be exchanged at such office or
agency. Whenever the Note is so surrendered for exchange, subject to SECTION 2.5
hereof, if the requirements of Section 8-401(a) of the UCC are met, the Issuer
shall execute, and upon request by the Issuer the Trustee shall authenticate,
and the Noteholder shall obtain from the Trustee, the Note which the Noteholder
making the exchange is entitled to receive. Every Note presented or surrendered
for registration of transfer or exchange shall be accompanied by a written
instrument of transfer in form satisfactory to the Issuer, the Trustee and the
Note Registrar duly executed by the Holder thereof or his attorney duly
authorized in writing.

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

         (f) Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or accompanied by a written instrument
of transfer in the form attached to EXHIBITS A-1 and A-2 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 Trustee may
require.

         (g) No service charge shall be made to a Holder for any registration of
transfer or exchange of the Note, 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 the Note,
other than exchanges pursuant to SECTION 9.6 not involving any transfer.

         (h) The preceding provisions of this SECTION 2.4 notwithstanding, the
Issuer shall not be required to make and the Note Registrar shall not register
transfers or exchanges of the Note selected for redemption or of any Note for a
period of 15 days preceding the due date for any payment with respect to the
Note.

                                      -5-
<PAGE>

         SECTION 2.5. RESTRICTIONS ON TRANSFER AND EXCHANGE.

         (a) No transfer of the Note shall be made unless the transferor
therefor has provided a certification substantially in the form of EXHIBIT A-2
that such transfer is (i) to the Issuer, or (ii) to any person the transferor
reasonably believes is a qualified institutional buyer (as defined in Rule 144A
under the Securities Act) in a transaction meeting the requirements of Rule 144A
under the Securities Act, or (iii) in compliance with Section 2.5(c) hereof, (A)
to an institutional investor that is an "accredited investor" as defined in Rule
501(a)(1), (2), (3) or (7) of Regulation D promulgated under the Securities Act
in compliance with Section 2.5(d) hereof, or (B) in a transaction complying with
or exempt from the registration requirements of the Securities Act and in
accordance with any applicable securities laws of any state of the United States
or any other jurisdiction; PROVIDED, that (except with respect to the transfer
of the Note or Advance made by the Noteholder), in the case of CLAUSES (A) and
(B) the Trustee or the Issuer may require an Opinion of Counsel to the effect
that such transfer may be effected without registration under the Securities
Act, which Opinion of Counsel, if so required, shall be addressed to the Issuer
and the Trustee and shall be secured at the expense of the Holder. Each
prospective purchaser by its acquisition of the Note, acknowledges that the Note
will contain a legend substantially to the effect set forth in SECTION 2.5(D)
(unless the Issuer determines otherwise in accordance with applicable law).

         Any transfer or exchange of a Note to a proposed transferee taking such
transfer in the form of a Note shall be conducted in accordance with the
provisions of Section 2.4, and shall be contingent upon receipt by the Note
Registrar of (A) such Note, if applicable, properly endorsed for assignment or
transfer or (B) written instructions from such Transferor directing the Note
Registrar to cause to be credited the beneficial interest in or amount of the
corresponding Note to the account designated by such Transferor in an amount
equal to the amount of such Note or beneficial interest to be transferred (but
not less than the minimum authorized denomination applicable to the Note) and
(C) such certificates or signatures as may be required under the Note or this
Section 2.5 , in each case, in form and substance satisfactory to the Note
Registrar. The Note Registrar shall cause any such transfers and related
cancellations or increases and related reductions, as applicable, to be properly
recorded in its books in accordance with the requirements of Section 2.4.

         (b) Transfers to Qualified Institutional Buyers are subject to the
following:

                  (i) Each purchaser of the Note that is a qualified
         institutional buyer will be deemed to have represented and agreed as
         follows (terms used in this paragraph that are defined in Rule 144A
         under the Securities Act are used herein as defined therein):

                           (A) The purchaser (1) is a qualified institutional
                  buyer, (2) is aware that the sale of the Note to it is being
                  made in reliance on the exemption from registration provided
                  by Rule 144A under the Securities Act and (3) is acquiring the
                  Note for its own account or for one or more accounts, each of
                  which is a qualified institutional buyer, and as to each of
                  which the purchaser exercises sole investment discretion, for
                  the purchaser and for each such account. The purchaser has
                  such knowledge and experience in financial and business
                  matters as to be capable of evaluating the merits and risks of
                  its investment in the Note, and the purchaser and any accounts
                  for which it is acting are each able to bear the economic risk
                  of the purchaser's or its investment.

                           (B) The purchaser understands that the Note is being
                  offered only in a transaction not involving any public
                  offering in the United States within the meaning of the
                  Securities Act, the Note have not been and will not be
                  registered under the Securities Act, and, if in the future the
                  purchaser decides to offer, resell, pledge or otherwise
                  transfer the Note, the Note may be offered, resold, pledged or
                  otherwise transferred only in accordance with the legend on
                  the Note set forth in Section 2.5(d). The purchaser
                  acknowledges that no representation is made by the Issuer as
                  to the availability of any exemption under the Securities Act
                  or any state securities laws for resale of the Note.

                                      -6-
<PAGE>

                           (C) The purchaser is not purchasing the Note with a
                  view to the resale, distribution or other disposition thereof
                  in violation of the Securities Act. The purchaser understands
                  that an investment in the Note involves certain risks,
                  including the risk of loss of a substantial part of its
                  investment under certain circumstances. The purchaser has had
                  access to such financial and other information concerning the
                  Issuer and the Note as it deemed necessary or appropriate in
                  order to make an informed investment decision with respect to
                  its purchase of the Note, including an opportunity to ask
                  questions of and request information from the Noteholder and
                  the Issuer.

                           (D) In connection with the transfer of the Note: (i)
                  none of the Issuer or the Noteholder is acting as a fiduciary
                  or financial or investment adviser for the purchaser; (ii) the
                  purchaser is not relying (for purposes of making any
                  investment decision or otherwise) upon any advice, counsel or
                  representations (whether written or oral) of the Issuer or the
                  Noteholder other than any representations expressly set forth
                  in a written agreement with such party; (iii) none of the
                  Issuer or the Noteholder has given to the purchaser (directly
                  or indirectly through any other person) any assurance,
                  guarantee, or representation whatsoever as to the expected or
                  projected success, profitability, return, performance, result,
                  effect, consequence, or benefit (including legal, regulatory,
                  tax, financial, accounting, or otherwise) of the Indenture or
                  documentation for the Note; (iv) the purchaser has consulted
                  with its own legal, regulatory, tax, business, investment,
                  financial, and accounting advisers to the extent it has deemed
                  necessary, and it has made its own investment decisions
                  (including decisions regarding the suitability of any
                  transaction pursuant to the Indenture) based upon its own
                  judgment and upon any advice from such advisers as it has
                  deemed necessary and not upon any view expressed by the
                  Issuer; (v) the purchaser has determined that the rates,
                  prices or amounts and other terms of the purchase and sale of
                  the Note reflect those in the relevant market for similar
                  transactions; (vi) the purchaser is acquiring the Note with a
                  full understanding of all of the terms, conditions and risks
                  thereof (economic and otherwise), and it is capable of
                  assuming and willing to assume (financially and otherwise)
                  those risks; and (vii) the purchaser is a sophisticated
                  investor.

                           (E) The purchaser understands that the Note will bear
                  the legend set forth in SECTION 2.5(d). The Note may not at
                  any time be held by or on behalf of U.S. persons that are not
                  qualified institutional buyers.

                           (F) The purchaser will not, at any time, offer to buy
                  or offer to sell the Note by any form of general solicitation
                  or advertising, including, but not limited to, any
                  advertisement, article, notice or other communication
                  published in any newspaper, magazine or similar medium or
                  broadcast over television or radio or seminar or meeting whose
                  attendees have been invited by general solicitations or
                  advertisings.

                           (G) The purchaser represents that either (1) it is
                  not a Benefit Plan and is not acting on behalf of or investing
                  plan assets of a Benefit Plan or (2) the purchaser's purchase
                  and holding of the Note is entitled to exemptive relief from
                  the prohibited transaction rules of Section 406 of ERISA and
                  Section 4975 of the Code pursuant to a U.S. Department of
                  Labor prohibited transaction class exemption.

                           (H) The purchaser acknowledges that the Issuer, the
                  Noteholder and others will rely upon the truth and accuracy of
                  the foregoing acknowledgments, representations and agreements
                  and agrees that, if any of the acknowledgments,
                  representations or warranties deemed to have been made by it
                  by or in connection with its purchase of the Note is no longer
                  accurate, it shall promptly notify the Issuer and the
                  Noteholder. If the purchaser is acquiring the Note as a
                  fiduciary or agent for one or more investor accounts, it shall
                  be deemed to have represented 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.

                                      -7-
<PAGE>

                           (I) In connection with a transfer of the Note, the
                  Issuer shall furnish upon request of a Noteholder to the
                  Noteholder and any prospective purchaser designated by the
                  Noteholder the information required to be delivered under
                  paragraph (d)(4) of Rule 144A of the Securities Act.

                           (J) Any information the purchaser desires concerning
                  the Issuer, the Note or any other matter relevant to its
                  decision to purchase the Note is or has been made available to
                  it.

         (c) If the Note is sold in the United States to U.S. Persons under
Section 4(2) of the Securities Act to a limited number of institutional
"ACCREDITED INVESTORS" (as defined in Rule 501(a)(1), (2), (3) or (7) under the
Securities Act), it shall be issued in the form of certificated Note in
definitive, fully registered form without interest coupons with the applicable
legends set forth in the form of the Note registered in the name of the
beneficial owner or a nominee thereof, duly executed by the Issuer and
authenticated by the Trustee as hereinafter provided (a "Definitive Note"). Any
transfer to an institutional "ACCREDITED INVESTOR" is expressly conditioned upon
the requirement that such transferee shall deliver a Transferee's Certificate in
the form of EXHIBIT A-2.

         (d) LEGENDING OF THE NOTE. Unless the Issuer determines otherwise in
accordance with applicable law, the Note shall have the following legend:

                  THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
                  1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
                  SECURITIES LAWS OR "BLUE SKY" LAWS. THE HOLDER HEREOF, BY
                  PURCHASING ANY NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT
                  IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED
                  INVESTOR" AS DEFINED IN RULE 501(A)(1), (2), (3) OR (7) OF
                  REGULATION D PROMULGATED UNDER THE SECURITIES ACT AND THAT
                  SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT
                  AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
                  OR TRANSFERRED ONLY TO (1) THE ISSUER (UPON REDEMPTION THEREOF
                  OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY
                  BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
                  RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING
                  THE REQUIREMENTS OF RULE 144A OR (3) IN A TRANSACTION
                  OTHERWISE EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
                  SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
                  UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN
                  COMPLIANCE WITH THE INDENTURE AND ALL APPLICABLE SECURITIES
                  LAWS OF ANY STATE OF THE UNITED STATES OR ANY OTHER
                  JURISDICTION; PROVIDED, THAT THE TRUSTEE OR THE ISSUER MAY
                  REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER
                  MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE SECURITIES ACT,
                  WHICH OPINION OF COUNSEL, IF SO REQUIRED, SHALL BE ADDRESSED
                  TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED AT THE
                  EXPENSE OF THE HOLDER.

         SECTION 2.6. MUTILATED, DESTROYED, LOST OR STOLEN NOTE.

         (a) If (i) any mutilated Note is surrendered to the Trustee, or the
Trustee receives evidence to its satisfaction of the destruction, loss or theft
of any Note, and (ii) there is delivered to the Trustee and the Controlling
Party such security or indemnity as may be required by it to hold the Issuer,
the Trustee and the Controlling Party harmless, then, in the absence of notice
to the Issuer, the Note Registrar or the Trustee that such Note has been
acquired by a bona fide purchaser, and, provided that the requirements of
Section 8-405 and 8-406 of the UCC are met, the Issuer shall execute, and upon
request by the Issuer, the Trustee shall authenticate and deliver in exchange


                                      -8-
<PAGE>

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, instead of issuing
a replacement Note, the Issuer may direct the Trustee, in writing, to pay such
destroyed, lost or stolen Note when so due or payable without surrender thereof.
If, after the delivery of such replacement Note or payment of a destroyed, lost
or stolen Note pursuant to the preceding sentence, a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued, presents for
payment such original Note, the Issuer, the Trustee and the Insurer shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any assignee of such Person, except a bona fide
purchaser, and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer or the Trustee in connection therewith.

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

         SECTION 2.7. PERSONS DEEMED OWNER. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee, the Insurer and
any agent of the Issuer, the Trustee or the Insurer may treat the Person in
whose name any Note is registered (as of the applicable Record Date) as the
owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note, for all other purposes whatsoever and whether or
not such Note be overdue, and none of the Issuer, the Insurer, the Controlling
Party (if not the Insurer), the Trustee nor any agent of the Issuer, the
Insurer, the Controlling Party (if not the Insurer) or the Trustee shall be
affected by notice to the contrary.

         SECTION 2.8. PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST. The
Note shall accrue interest as provided in the form of the Note set forth in
EXHIBIT A-1, and such interest shall be due and payable on each Settlement Date,
as specified therein. Any installment of interest or principal, if any, payable
on the Note which is punctually paid or duly provided for by the Issuer on the
applicable Settlement Date shall be paid to the Person in whose name such Note
is registered on the Record Date, either by wire transfer in immediately
available funds to such Person's account as it appears on the Note Register on
such Record Date if (i) such Noteholder has provided to the Note Registrar
appropriate written instructions at least five Business Days prior to such
Settlement Date and such Holder's Note in the aggregate evidence a denomination
of not less than $1,000,000 or (ii) such Noteholder is the Seller, or an
Affiliate thereof, or if not by check mailed to such Noteholder at the address
of such Noteholder appearing on the Note Register, except that, unless a
Definitive Note has been issued pursuant to SECTION 2.5, with respect to the
Note registered on the Record Date in the name of the nominee of the Clearing
Agency (initially, such nominee to be Cede & Co.), payment will be made by wire
transfer in immediately available funds to the account designated by such
nominee, except for the final installment of principal payable with respect to
such Note on a Settlement Date or on the Final Scheduled Settlement Date, which
shall be payable as provided below.

         (a) The principal of the Note shall be due and payable in full on the
last day of the third Interest Period after Facility Termination Date as
provided in the form of the Note set forth in EXHIBIT A-1. Notwithstanding the
foregoing, the entire unpaid principal amount of the Note shall be due and


                                      -9-
<PAGE>

payable, if not previously paid, on the date on which an Event of Default shall
have occurred and be continuing in the manner and under the circumstances
provided in SECTION 5.2. All principal payments on the Note shall be made pro
rata to the Noteholder entitled thereto. Upon written notice from the Issuer,
the Trustee shall notify the Person in whose name a Note is registered at the
close of business on the Record Date preceding the Settlement Date on which the
Issuer expects that the final installment of principal of and interest on such
Note will be paid. Such notice shall be mailed or transmitted by facsimile prior
to such final Settlement Date and shall specify that such final installment will
be payable only upon presentation and surrender of such Note and shall specify
the place where such Note may be presented and surrendered for payment of such
installment.

         (b) If the Issuer defaults in a payment of interest on the Note, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the Note Interest Rate then in effect in any lawful
manner. The Issuer may pay such defaulted interest to the Noteholder on the
immediately following Settlement Date, and if such amount is not paid on such
following Settlement Date, then on a subsequent special record date, which date
shall be at least five Business Days prior to the Settlement Date. The Issuer
shall fix or cause to be fixed any such special record date and Settlement Date,
and, at least 15 days before any such special record date, the Issuer shall mail
to the Noteholder and the Trustee a notice that states the special record date,
the Settlement Date and the amount of defaulted interest to be paid.

         (c) Promptly following the date on which all principal of and interest
on the Note has been paid in full and the Note has been surrendered to the
Trustee, the Trustee shall, if the Insurer has paid any amount in respect of the
Note under the Note Policy or otherwise which has not been reimbursed to it,
deliver the surrendered Note to the Insurer.

         SECTION 2.9. CANCELLATION. Subject to SECTION 2.8(c), the Note
surrendered for payment, registration of transfer, exchange or redemption shall,
if surrendered to any Person other than the Trustee, be delivered to the Trustee
and shall be promptly canceled by the Trustee. Subject to SECTION 2.8(c), the
Issuer may at any time deliver to the Trustee for cancellation any Note
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and the Note so delivered shall be promptly
canceled by the Trustee. No Note shall be authenticated in lieu of or in
exchange for any Note canceled as provided in this Section, except as expressly
permitted by this Indenture. Subject to SECTION 2.8(c), the canceled Note may be
held or disposed of by the Trustee in accordance with its standard retention or
disposal policy as in effect at the time unless the Issuer shall direct by an
Issuer Order that they be destroyed or returned to it; PROVIDED that such Issuer
Order is timely and the Note has not been previously disposed of by the Trustee.

         SECTION 2.10. RELEASE OF COLLATERAL. Subject to the terms of the other
Basic Documents and SECTIONS 10.1 AND 11.1, the Trustee shall, on or after the
Termination Date, release any remaining portion of the Trust Estate from the
lien created by this Indenture and deposit in the Collection Account any funds
then on deposit in any other Pledged Account. In addition, the Trustee shall
release Ineligible Receivables from the lien created by this Indenture upon any
dividend of such Ineligible Receivables pursuant to Section 5.11 of the Sale and
Servicing Agreement. The Trustee shall release property from the lien created by
this Indenture pursuant to this SECTION 2.10 only upon receipt of an Issuer
Request accompanied by an Officer's Certificate meeting the applicable
requirements of SECTION 11.1.

         SECTION 2.11. AMOUNT LIMITED; ADVANCES.

         The maximum aggregate principal amount of the Note which may be
authenticated and delivered and Outstanding at any time under this Indenture is
limited to the Maximum Invested Amount.

         On each Business Day prior to the Facility Termination Date that is a
Funding Date, and upon the satisfaction of all conditions precedent to (a) the
funding of an Advance and (b) the purchase of Receivables, in each case as set
forth in SECTION 2.1(b) of the Sale and Servicing Agreement, SECTION 7.02 and
SECTION 7.03 of the Note Purchase Agreement, the Issuer shall be entitled to
borrow additional funds pursuant to an Advance on such Funding Date in an
aggregate principal amount equal to the Advance Amount with respect to such
Funding Date. Each request by the Issuer for an Advance shall be deemed to be a
certification by the Issuer as to the satisfaction of the conditions specified
in the previous sentence.

                                      -10-
<PAGE>

         The aggregate outstanding principal amount of the Note may be increased
through the funding of the Advances. Each Advance and corresponding Advance
Amount shall be recorded on the grid attached to the Note or in an electronic
file substantially in the same form as such grid. The grid (or such electronic
file) shall show all Advance Amounts and prepayments. The Agent shall be
responsible for maintaining the grid with respect to the Note. Absent manifest
error, all such grid entries (whether manual or in electronic form) shall be
dispositive with respect to the determination of the outstanding principal
amount of the Note. The Note (i) can be funded by Advances on any Funding Date
in a minimum amount of $1,000,000 and any higher amount (subject to the Maximum
Invested Amount), and (ii) subject to subsequent Advances pursuant to this
SECTION 2.11, are subject to prepayment in whole or in part, at the option of
the Issuer as provided in Article X herein.

                                   ARTICLE III
                                   -----------

                                    COVENANTS
                                    ---------

         SECTION 3.1. PAYMENT OF PRINCIPAL AND INTEREST. The Issuer will duly
and punctually pay the principal of and interest on the Note in accordance with
the terms of the Note and this Indenture. Without limiting the foregoing, the
Issuer will cause to be distributed on each Settlement Date all amounts
deposited in the Note Distribution Account pursuant to the Sale and Servicing
Agreement to the Noteholder. Amounts properly withheld under the Code by any
Person from a payment to the Noteholder of interest and/or principal shall be
considered as having been paid by the Issuer to the Noteholder for all purposes
of this Indenture.

         SECTION 3.2. MAINTENANCE OF OFFICE OR AGENCY. The Issuer will maintain
in Minneapolis, Minnesota, an office or agency where the Note may be surrendered
for registration of transfer or exchange, and where notices and demands to or
upon the Issuer in respect of the Note and this Indenture may be served. The
Issuer hereby initially appoints the Trustee to serve as its agent for the
foregoing purposes. The Issuer will give prompt written notice to the Trustee of
the location, and of any change in the location, of any such office or agency.
If at any time the Issuer shall fail to maintain any such office or agency or
shall fail to furnish the Trustee with the address thereof, such surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Issuer hereby appoints the Trustee as its agent to receive all such surrenders,
notices and demands.

         SECTION 3.3. MONEY FOR PAYMENTS TO BE HELD IN TRUST.

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

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

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Note 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;

                                      -11-
<PAGE>

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

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

                  (iv) immediately resign as a Note Paying Agent and forthwith
         pay to the Trustee all sums held by it in trust for the payment of the
         Note if at any time it ceases to meet the standards required to be met
         by a Note 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 the Note of any
         applicable withholding taxes imposed thereon and with respect to any
         applicable reporting requirements in connection therewith.

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

         (d) Subject to applicable laws with respect to the escheat of funds,
any money held by the Trustee or any Note Paying Agent in trust for the payment
of any amount due with respect to the 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 with the consent of the Controlling
Party and shall be deposited by the Trustee in the Collection Account; and the
Holder of the 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 Trustee or such Note Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that if
such money or any portion thereof had been previously deposited by the Insurer
with the Trustee for the payment of principal or interest on the Note, to the
extent any amounts are owing to the Insurer, such amounts shall be paid promptly
to the Insurer upon receipt of a written request from the Insurer to such
effect, and provided, further, that the Trustee or such Note Paying Agent,
before being required to make any such repayment, 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, 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 Trustee 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
the Holder whose Note have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Trustee or of any Note Paying
Agent, at the last address of record for each such Holder).

         SECTION 3.4. EXISTENCE. Except as otherwise permitted by the provisions
of SECTION 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a business trust under the laws of the State of Delaware (unless
it becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other state or of the United States of America, in which case the
Issuer will keep in full effect its existence, rights and franchises under the
laws of such other jurisdiction) and will obtain and preserve its qualification
to do business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and enforceability of this Indenture, the
Note, the Collateral and each other instrument or agreement included in the
Trust Estate.

         SECTION 3.5. PROTECTION OF TRUST ESTATE. The Issuer intends the
security interest Granted pursuant to this Indenture in favor of the Issuer
Secured Parties to be prior to all other liens in respect of the Trust Estate,
and the Issuer shall take all actions necessary to obtain and maintain, in favor
of the Trustee, for the benefit of the Issuer Secured Parties, a first lien on
and a first priority, perfected security interest in the Trust Estate. The


                                      -12-
<PAGE>

Issuer will from time to time prepare (or shall 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:

                  (i) Grant more effectively all or any portion of the Trust
         Estate;

                  (ii) maintain or preserve the lien and security interest (and
         the priority thereof) in favor of the Trustee for the benefit of the
         Issuer Secured Parties created by this Indenture or carry out more
         effectively the purposes hereof;

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

                  (iv) enforce any of the Collateral;

                  (v) preserve and defend title to the Trust Estate and the
         rights of the Trustee and the Noteholder in such Trust Estate against
         the claims of all persons and parties; and

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

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

         SECTION 3.6. OPINIONS AS TO TRUST ESTATE.

         (a) On the Closing Date, the Issuer shall furnish to the Trustee, the
Agent and the Controlling Party 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, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the first priority lien and security interest in
favor of the Trustee, for the benefit of the Issuer 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 first
day of the Amortization Period, the Issuer shall furnish to the Trustee, the
Agent and the Controlling Party an Opinion of Counsel either stating that, in
the opinion of such counsel, such action has been taken with respect to the
recording, filing, re-recording and refiling of this Indenture, any indentures
supplemental hereto and any other requisite documents and with respect to the
execution and filing of any financing statements and continuation statements as
are necessary to maintain the lien and security interest created by this
Indenture and reciting the details of such action or stating that in the opinion
of such counsel no such action is necessary to maintain such lien and security
interest. Such Opinion of Counsel shall also describe any action necessary (as
of the date of such opinion) to be taken in the following year to maintain the
lien and security interest of this Indenture.

         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 material covenants or obligations under any instrument
or agreement included in the Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of or impair the validity
or effectiveness of, any such instrument or agreement, except as ordered by any
bankruptcy or other court or as expressly provided in this Indenture, the other
Basic Documents or such other instrument or agreement.

                                      -13-
<PAGE>

         (b) The Issuer may contract with other Persons acceptable to the
Controlling Party to assist it in performing its duties under this Indenture,
and any performance of such duties by a Person identified to the 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 and
the Backup 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, the other Basic
Documents and in the instruments and agreements included in the Trust Estate,
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 the Sale and
Servicing Agreement in accordance with and within the time periods provided for
herein and therein. Except as otherwise expressly provided therein, the Issuer
shall not waive, amend, modify, supplement or terminate any Basic Document or
any provision thereof without the consent of the Controlling Party.

         (d) If a responsible officer of the Issuer shall have written notice or
actual knowledge of the occurrence of a Servicer Termination Event or Funding
Termination Event under the Sale and Servicing Agreement, the Issuer shall
promptly notify the Trustee, the Agent, the Insurer and the Rating Agencies
thereof in accordance with SECTION 11.4, and shall specify in such notice the
action, if any, the Issuer is taking in respect of such default. If a Servicer
Termination Event or Funding Termination Event shall arise from the failure of
the Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the 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 or the Seller of their respective duties under the
Basic Documents without the prior consent of the Controlling Party.

         SECTION 3.8. NEGATIVE COVENANTS. So long as the Note is Outstanding,
the Issuer shall not:

                  (i) except as expressly permitted by this Indenture or the
         other Basic Documents, sell, transfer, exchange or otherwise dispose of
         any of the properties or assets of the Issuer, including those included
         in the Trust Estate, unless directed to do so by the Controlling Party
         or the Controlling Party has approved such disposition;

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien in favor of the Trustee
         created by this Indenture to be amended, hypothecated, subordinated,
         terminated or discharged, or permit any Person to be released from any
         covenants or obligations with respect to the Note under this Indenture
         except as may be expressly permitted hereby, (B) permit any lien,
         charge, excise, claim, security interest, mortgage or other encumbrance
         (other than the lien of this Indenture) to be created on or extend to
         or otherwise arise upon or burden the Trust Estate or any part thereof
         or any interest therein or the proceeds thereof (other than tax liens,
         mechanics' liens and other liens that arise by operation of law, in
         each case on 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 not to constitute a valid first priority (other than with
         respect to any such tax, mechanics' or other lien) perfected security
         interest in the Trust Estate or (D) amend, modify or fail to comply
         with the provisions of the Basic Documents without the prior written
         consent of the Controlling Party.

         SECTION 3.9. ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Trustee, the Agent and the Insurer, on or before February 28 of each
year, beginning February 28, 2003 an Officer's Certificate, dated as of December
31 of the preceding year, stating, as to the Authorized Officer signing such
Officer's Certificate, that

                                      -14-
<PAGE>

                  (i) a review of the activities of the Issuer during the
         preceding year (or portion of such year from the initial Funding Date
         through December 31, 2002) and of performance under this Indenture has
         been made under such Authorized Officer's supervision; and

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

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

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

                  (i) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Delaware business
         trust and shall expressly assume, by an indenture supplemental hereto,
         executed and delivered to the Trustee, in form satisfactory to the
         Trustee, the Agent and, unless an Insurer Default is continuing, the
         Insurer, the due and punctual payment of the principal of and interest
         on the Note and the performance or observance of every agreement and
         covenant of this Indenture on the part of the Issuer to be performed or
         observed, all as provided herein;

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

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

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

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

                  (vi) the Issuer shall have delivered to the Trustee, the Agent
         and the Insurer an Officer's Certificate and an Opinion of Counsel each
         stating that such consolidation or merger and such supplemental
         indenture comply with this SECTION 3.10 and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with; and

                  (vii) the Issuer shall have given the Controlling Party
         written notice of such conveyance or transfer at least 20 Business Days
         prior to the consummation of such action and shall have received the
         prior written approval of the Controlling Party of such conveyance or
         transfer and the Issuer or the Person (if other than the Issuer) formed
         by or surviving such conveyance or transfer has a net worth,
         immediately after such conveyance or transfer, that is (a) greater than
         zero and (b) not less than the net worth of the Issuer immediately
         prior to giving effect to such conveyance or transfer.

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

                                      -15-
<PAGE>

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer the conveyance or transfer of which
         is hereby restricted shall (A) be a Delaware business trust, (B)
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Trustee, in form satisfactory to the Trustee, the
         Agent and the Controlling Party, the due and punctual payment of the
         principal of and interest on the Note and the performance or observance
         of every agreement and covenant of this Indenture and each of the other
         Basic Documents on the part of the Issuer to be performed or observed,
         all as provided herein, (C) expressly agree by means of such
         supplemental indenture that all right, title and interest so conveyed
         or transferred shall be subject and subordinate to the rights of the
         Noteholder, and (D) unless otherwise provided in such supplemental
         indenture, expressly agree to indemnify, defend and hold harmless the
         Issuer against and from any loss, liability or expense arising under or
         related to this Indenture and the Note;

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

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

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

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

                  (vi) the Issuer shall have delivered to the Trustee, the Agent
         and the Insurer an Officers' Certificate and an Opinion of Counsel each
         stating that such conveyance or transfer and such supplemental
         indenture comply with this SECTION 3.10 and that all conditions
         precedent herein provided for relating to such transaction have been
         complied with; and

                  (vii) the Issuer shall have given the Controlling Party
         written notice of such conveyance or transfer at least 20 Business Days
         prior to the consummation of such action and shall have received the
         prior written approval of the Controlling Party of such conveyance or
         transfer and the Issuer or the Person (if other than the Issuer) formed
         by or surviving such conveyance or transfer has a net worth,
         immediately after such conveyance or transfer, that is (a) greater than
         zero and (b) not less than the net worth of the Issuer immediately
         prior to giving effect to such consolidation or merger.

         SECTION 3.11. SUCCESSOR OR TRANSFEREE.

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

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

         SECTION 3.12. NO OTHER BUSINESS. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Related Receivables in the manner contemplated by this Indenture and the other
Basic Documents and activities incidental thereto. After the Facility
Termination Date, the Issuer shall not purchase any additional Receivables.

                                      -16-
<PAGE>

         SECTION 3.13. NO BORROWING. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
Indebtedness except for (i) the Note, (ii) obligations owing from time to time
to the Insurer under the Insurance Agreement and (iii) any other Indebtedness
permitted by or arising under the Basic Documents. The proceeds of the Note
shall be used to fund the Issuer's purchase of the Related Receivables and the
other assets specified in the Sale and Servicing Agreement, to fund the Reserve
Account up to the Required Reserve Account Amount and to pay the Issuer's
organizational, transactional and start-up expenses.

         SECTION 3.14. SERVICER'S OBLIGATIONS. The Issuer shall cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.9 of the Sale and
Servicing Agreement.

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

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

         SECTION 3.17. 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 Note, this Indenture or any
Basic Document.

         SECTION 3.18. RESTRICTED PAYMENTS. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer,
(ii) redeem, purchase, retire or otherwise acquire for value any such ownership
or equity interest or security or (iii) set aside or otherwise segregate any
amounts for any such purpose; provided, however, that the Issuer may make, or
cause to be made, distributions to the Trustee and to any owner of a beneficial
interest in the Issuer as permitted by, and to the extent funds are available
for such purpose from distributions under the Sale and Servicing Agreement. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account and the other Pledged Accounts except in accordance with
this Indenture and the Basic Documents.

         SECTION 3.19. NOTICE OF EVENTS OF DEFAULT AND FUNDING TERMINATION
EVENTS. Upon a responsible officer of the Issuer having notice or actual
knowledge thereof, the Issuer agrees to give the Trustee, the Insurer (unless an
Insurer Default is continuing), the Noteholder, the Agent and the Rating
Agencies prompt written notice of each Event of Default hereunder and each
Funding Termination Event, Servicer Termination Event or other Default on the
part of the Servicer or the Seller of its obligations under the Sale and
Servicing Agreement.

         SECTION 3.20. FURTHER INSTRUMENTS AND ACTS. Upon request of the Trustee
or the Controlling Party, the Issuer will execute and deliver such further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

                                      -17-
<PAGE>

         SECTION 3.21. AMENDMENTS OF SALE AND SERVICING AGREEMENT. The Issuer
shall not agree to any amendment to Section 11.1 of the Sale and Servicing
Agreement to eliminate the requirements thereunder that the Trustee, the Agent,
the Controlling Party or the Noteholder consent to amendments thereto as
provided therein.

         SECTION 3.22. INCOME TAX CHARACTERIZATION. For purposes of federal
income tax, state and local income tax, franchise tax and any other income
taxes, the Issuer and the Noteholder will treat the Note as indebtedness and
hereby instructs the Trustee to treat the Note as indebtedness for all such tax
reporting purposes.

         SECTION 3.23. SEPARATE EXISTENCE OF THE ISSUER. During the term of the
Indenture, the Issuer shall observe the applicable legal requirements for the
recognition of the Issuer as a legal entity separate and apart from its
Affiliates, including as follows:

                  (i) the Issuer shall maintain business records and books of
         account separate from those of its Affiliates;

                  (ii) except as otherwise provided in the Basic Documents, the
         Issuer shall not commingle its assets and funds with those of its
         Affiliates;

                  (iii) the Issuer shall at all times hold itself out to the
         public under the Issuer's own name as a legal entity separate and
         distinct from its Affiliates;

                  (iv) all transactions and dealings between the Issuer and its
         Affiliates will be conducted on an arm's-length basis; and

                  (v) the requirements set forth in the legal opinion delivered
         by Andrews & Kurth dated March 7, 2002 with respect to nonconsolidation
         of the Issuer and its Affiliates.

         SECTION 3.24. AMENDMENT OF ISSUER'S ORGANIZATIONAL DOCUMENTS. The
Issuer shall not amend its organizational documents except in accordance with
the provisions thereof.

                                   ARTICLE IV
                                   ----------

                           SATISFACTION AND DISCHARGE
                           --------------------------

         SECTION 4.1. SATISFACTION AND DISCHARGE OF INDENTURE. This Indenture
shall cease to be of further effect with respect to the Note except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Note, (iii) rights of the Noteholder to receive
payments of principal thereof and interest thereon, (iv) SECTIONS 3.3, 3.4, 3.5,
3.6, 3.8, 3.10, 3.11, 3.18, 3.19, 3.20, 3.21, 3.23, 3.24 and 11.17, (v) the
rights, obligations and immunities of the Trustee hereunder (including the
rights of the Trustee under SECTION 6.7 and the obligations of the Trustee under
SECTION 4.2) and (vi) the rights of the Noteholder as beneficiaries hereof with
respect to the property so deposited with the Trustee payable to all or any of
them, and the Trustee, on demand of and at the expense of the Issuer, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture with respect to the Note, when

         (a) the Note theretofore authenticated and delivered (other than (i) a
Note that have been destroyed, lost or stolen and that have been replaced or
paid as provided in SECTION 2.6 and (ii) a Note for whose payment money has
theretofore been deposited in trust or segregated and held in trust by the
Issuer and thereafter repaid to the Issuer or discharged from such trust, as
provided in SECTION 3.3) have been delivered to the Trustee for cancellation and
the Note Policy has expired and been returned to the Insurer for cancellation;

                                      -18-
<PAGE>

         (b) the Issuer has paid or caused to be paid all Insurer Secured
Obligations and all Trustee Secured Obligations; and

         (c) the Issuer has delivered to the Trustee and the Insurer an
Officer's Certificate meeting the applicable requirements of SECTION 11.1(A) and
stating that all conditions precedent herein provided for relating to the
satisfaction and discharge of this Indenture have been complied with.

         SECTION 4.2. APPLICATION OF TRUST MONEY. All moneys deposited with the
Trustee pursuant to SECTION 4.1 or SECTION 4.3 hereof shall be held in trust and
applied by it, in accordance with the provisions of the Note and this Indenture,
to the payment, either directly or through the Note Paying Agent, as the Trustee
may determine, to the Noteholder for the payment or redemption of which such
moneys have been deposited with the Trustee, of all sums due and to become due
thereon for principal and interest; but such moneys need not be segregated from
other funds except to the extent required herein, in the Sale and Servicing
Agreement or in the other Basic Documents or required by law. Any funds
remaining with the Trustee or on deposit in the Pledged Accounts shall be
remitted to the Issuer upon satisfaction by the Issuer of its obligations
hereunder and under the Basic Documents, including without limitation, those
under SECTION 4.1(c).

         SECTION 4.3. REPAYMENT OF MONEYS HELD BY NOTE PAYING AGENT. In
connection with the satisfaction and discharge of this Indenture with respect to
the Note, all moneys then held by the Note Paying Agent other than the Trustee
under the provisions of this Indenture with respect to the Note shall, upon
demand of the Issuer, be remitted to the Trustee to be held and applied
according to SECTION 4.2 and thereupon the Note Paying Agent shall be released
from all further liability with respect to such moneys.

                                    ARTICLE V
                                    ---------

                                    REMEDIES
                                    --------

         SECTION 5.1. EVENTS OF DEFAULT.

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

                  (i) default in the payment of any interest on the Note when
         the same becomes due and payable and such default shall continue for a
         period of five days (if no Insurer Default shall have occurred and be
         continuing) or three days (if an Insurer Default shall have occurred
         and be continuing) (solely for purposes of this clause, a payment on
         the Note funded by the Insurer or from amounts on deposit in the
         Reserve Account shall be deemed to be a payment made by the Issuer); or

                  (ii) default in the payment of the principal of or any
         installment of the principal of the Note when the same becomes due and
         payable and, so long as no Insurer Default shall have occurred and be
         continuing, such default shall continue for a period of five days
         (solely for purposes of this clause, a payment on the Note funded from
         amounts on deposit in the Reserve Account shall be deemed to be a
         payment made by the Issuer); or

                  (iii) an Insurance Agreement Indenture Cross Default shall
         have occurred; or

                  (iv) so long as an Insurer Default shall have occurred and be
         continuing, default in the observance or performance of any covenant or
         agreement of the Issuer made in this Indenture (other than a covenant
         or agreement, a default in the observance or performance of which is
         elsewhere in this Section specifically dealt with), or any
         representation or warranty of the Issuer made in this Indenture or in
         any certificate or other writing delivered pursuant hereto or in


                                      -19-
<PAGE>

         connection herewith proving to have been incorrect in any material
         respect as of the time when the same shall have been made, and such
         default shall continue or not be cured, or the circumstance or
         condition in respect of which such misrepresentation or warranty was
         incorrect shall not have been eliminated or otherwise cured, for a
         period of 10 days (or for such longer period, not in excess of 30 days,
         as may be reasonably necessary to remedy such default; provided that
         such default is capable of remedy within 30 days or less and the
         Servicer on behalf of the Issuer delivers an Officer's Certificate to
         the Trustee to the effect that the Issuer has commenced, or will
         promptly commence and diligently pursue, all reasonable efforts to
         remedy such default) after there shall have been given, by registered
         or certified mail, to the Issuer by the Trustee or to the Issuer and
         the Trustee by the Agent, a written notice specifying such default or
         incorrect representation or warranty and requiring it to be remedied
         and stating that such notice is a "NOTICE OF DEFAULT" hereunder; or

                  (v) an Insolvency Event with respect to the Issuer shall have
         occurred; or

                  (vi) the failure of the Invested Amount to be reduced to zero
         on or prior to the last day of the third Interest Period after the
         Facility Termination Date;

                  (vii) the Invested Amount exceeds the Maximum Invested Amount
         at any time and such condition continues for one Business Day.

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

         SECTION 5.2. RIGHTS UPON EVENT OF DEFAULT.

         (a) If an Event of Default shall have occurred and be continuing, the
Note shall become immediately due and payable at par, together with accrued
interest thereon, upon written notice by the Controlling Party. If an Event of
Default shall have occurred and be continuing, the Controlling Party may
exercise any of the remedies specified in SECTION 5.4. In the event of any
acceleration of the Note by operation of this SECTION 5.2, the Trustee shall
continue to be entitled to make claims under the Note Policy pursuant to the
Sale and Servicing Agreement for Scheduled Payments on the Note. Payments under
the Note Policy following acceleration of the Note shall be applied by the
Trustee:

                           FIRST: on any Settlement Date, to the Noteholder for
                  amounts due and unpaid on the Note for interest; and

                           SECOND: on the Final Scheduled Settlement Date, for
                  amounts due and unpaid on the Note, to the Noteholder, the
                  Noteholder's Principal Distributable Amount together with the
                  Noteholder's Principal Carryover Shortfall, to pay principal
                  of the Note until the outstanding principal amount of the Note
                  has been reduced to zero.

         (b) In the event the Note is accelerated due to an Event of Default,
the Insurer shall have the right (in addition to its obligation to pay Scheduled
Payments on the Note in accordance with the Note Policy), but not the
obligation, to make payments under the Note Policy or otherwise of interest and
principal due on the Note, in whole or in part, on any date or dates following
such acceleration as the Insurer, in its sole discretion, shall elect.

         (c) If an Insurer Default shall have occurred and be continuing, then
at any time after such declaration of acceleration of maturity has been made and
before a judgment or decree for payment of the money due has been obtained by
the Trustee as hereinafter in this Article V provided, a Note Majority, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if the Issuer has paid or deposited with the
Trustee a sum sufficient to pay:

                                      -20-
<PAGE>

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

                  (ii) all sums paid or advanced by the Trustee hereunder and
         the reasonable compensation, expenses, disbursements and advances of
         the Trustee and its agents and counsel; and

                  (iii) all Events of Default, other than the nonpayment of the
         principal of the Note that has become due solely by such acceleration,
         have been cured or waived as provided in Section 5.13.

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

         SECTION 5.3. COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT BY
TRUSTEE.

         (a) The Issuer covenants that if (i) default is made in the payment of
any interest on, or principal of, the Note when the same becomes due and
payable, the Issuer will, upon demand of the Trustee, pay to it, for the benefit
of the Noteholder, the whole amount then due and payable on the Note 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 Note Interest 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 Trustee and its agents and counsel.

         (b) Each Issuer Secured Party hereby irrevocably and unconditionally
appoints the Controlling Party as the true and lawful attorney-in-fact of such
Issuer Secured Party for so long as such Issuer Secured Party is not the
Controlling Party, with full power of substitution, to execute, acknowledge and
deliver any notice, document, certificate, paper, pleading or instrument and to
do in the name of the Controlling Party as well as in the name, place and stead
of such Issuer Secured Party such acts, things and deeds for or on behalf of and
in the name of such Issuer Secured Party under this Indenture (including
specifically under SECTION 5.4) and under the other Basic Documents which such
Issuer Secured Party could or might do or which may be necessary, desirable or
convenient in such Controlling Party's sole discretion to effect the purposes
contemplated hereunder and under the other Basic Documents and, without
limitation, following the occurrence of an Event of Default, exercise full
right, power and authority to take, or defer from taking, any and all acts with
respect to the administration, maintenance or disposition of the Trust Estate.

         (c) If an Event of Default occurs and is continuing, the Trustee may in
its discretion subject to the consent of the Controlling Party and shall, at the
direction of the Controlling Party, proceed to protect and enforce its rights
and the rights of the Noteholder by such appropriate Proceedings as the Trustee
or 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
Trustee by this Indenture or by law.

         (d) [RESERVED].

         (e) In case there shall be pending, relative to the Issuer or any other
obligor upon the Note or any Person having or claiming an ownership interest in
the Trust Estate, proceedings under Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial proceedings relative to the Issuer
or other obligor upon the Note, or to the creditors or property of the Issuer or


                                      -21-
<PAGE>

such other obligor, the Trustee, irrespective of whether the principal of the
Note shall then be due and payable as therein expressed or by declaration or
otherwise and irrespective of whether the 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 Note and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Trustee (including any claim for
         reasonable compensation to the Trustee and each predecessor Trustee,
         and their respective agents, attorneys and counsel, and for
         reimbursement of all expenses and liabilities incurred, and all
         advances made, by the Trustee and each predecessor Trustee, except as a
         result of negligence, bad faith or willful misconduct) and of the
         Noteholder allowed in such proceedings;

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

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

         (f) 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 Trustee or the
Noteholder allowed in any judicial proceedings relative to the Issuer, its
creditors and its property;

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

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

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

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

         SECTION 5.4. REMEDIES. If an Event of Default shall have occurred and
be continuing, the Controlling Party may do one or more of the following
(subject to SECTION 5.5):

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

                                      -22-
<PAGE>

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

                  (iii) exercise or direct the Trustee to exercise any remedies
         of a secured party under the UCC and take any other appropriate action
         to protect and enforce the rights and remedies of the Trustee and the
         Issuer Secured Parties; and

                  (iv) sell or direct the Trustee to sell the Trust Estate or
         any portion thereof or rights or interest therein, at one or more
         public or private sales (including, without limitation, the sale of the
         Collateral in connection with a securitization thereof) called and
         conducted in any manner permitted by law; provided, however, that if
         the Trustee is the Controlling Party, the Trustee may not sell or
         otherwise liquidate the Trust Estate following an Event of Default
         unless

                           (A) such Event of Default is of the type described in
                  Section 5.1(a)(i) or (a)(ii), or

                           (B) either

                                    (x) the Holder of 100% of the Invested
                           Amount of the Note consents thereto, or

                                    (y) the proceeds of such sale or liquidation
                           distributable to the Noteholder are sufficient to
                           discharge in full all amounts then due and unpaid
                           upon the Note for principal and interest.

         In determining such sufficiency or insufficiency with respect to CLAUSE
(Y), the Trustee may, but need not, obtain and rely upon an opinion of an
Independent investment banking or accounting firm of national reputation as to
the feasibility of such proposed action and as to the sufficiency of the Trust
Estate for such purpose.

         SECTION 5.5. OPTIONAL PRESERVATION OF THE RECEIVABLES. If the Trustee
is the Controlling Party and if the Note has been declared to be due and payable
under SECTION 5.2 following an Event of Default and such declaration and its
consequences have not been rescinded and annulled, the Trustee may, but need
not, elect to maintain possession of the Trust Estate. It is the desire of the
parties hereto and the Noteholder that there be at all times sufficient funds
for the payment of principal of and interest on the Note, and the Trustee shall
take such desire into account when determining whether or not to maintain
possession of the Trust Estate. In determining whether to maintain possession of
the Trust Estate, the Trustee may, but need not, obtain and rely upon an opinion
of an Independent investment banking or accounting firm of national reputation
as to the feasibility of such proposed action and as to the sufficiency of the
Trust Estate for such purpose.

         SECTION 5.6. PRIORITIES.

         (a) Following the acceleration of the Note pursuant to SECTION 5.2, the
Available Funds, together with any other amounts on deposit in the Pledged
Accounts, including any money or property collected pursuant to SECTION 5.4 of
this Indenture shall be applied by the Trustee on the related Settlement Date in
the order of priority specified in Section 5.7 of the Sale and Servicing
Agreement.

         (b) The Trustee may fix a record date and Settlement Date for any
payment to Noteholder pursuant to this Section. At least 15 days before such
record date the Issuer shall mail to the Noteholder and the Trustee a notice
that states such record date, the Settlement Date and the amount to be paid.

         SECTION 5.7. LIMITATION OF SUITS. No Holder of the Note shall have any
right to institute any proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

                                      -23-
<PAGE>

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

                  (ii) the Holder of the Note has made a written request to the
         Trustee to institute such proceeding in respect of such Event of
         Default in its own name as Trustee hereunder;

                  (iii) the Holder has offered to the Trustee indemnity
         reasonably satisfactory to it against the costs, expenses and
         liabilities to be incurred in complying with such request;

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

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

                  (vi) an Insurer Default shall have occurred and be continuing;

it being understood and intended that no Holder of the Note shall have any right
in any manner whatever by virtue of, or by availing of, any provision of this
Indenture to affect, disturb or prejudice the rights of any Holder of the Note
or to obtain or to seek to obtain priority or preference over any Holder or to
enforce any right under this Indenture, except in the manner herein provided.

         SECTION 5.8. UNCONDITIONAL RIGHTS OF THE NOTEHOLDER TO RECEIVE
PRINCIPAL AND INTEREST. Notwithstanding any other provisions of this Indenture,
the Noteholder shall have the right, which is absolute and unconditional, to
receive payment of the principal of and interest, if any, on the Note on or
after the respective due dates thereof expressed in the Note or in this
Indenture and to institute suit for the enforcement of any such payment, and
such right shall not be impaired without the consent of the Noteholder.

         SECTION 5.9. RESTORATION OF RIGHTS AND REMEDIES. If the Controlling
Party or the Noteholder has instituted any proceeding to enforce any right or
remedy under this Indenture and such proceeding has been discontinued or
abandoned for any reason or has been determined adversely to the Trustee or to
the Noteholder, then and in every such case the Issuer, the Trustee and the
Noteholder 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 Trustee and the Noteholder 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 Controlling Party or to the Noteholder 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 Controlling Party or the Noteholder to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Trustee
or to the Noteholder may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Noteholder, as the case may be.

         SECTION 5.12. CONTROL BY THE NOTEHOLDER. If the Trustee is the
Controlling Party, the Note Majority shall have the right to direct the time,
method and place of conducting any proceeding for any remedy available to the
Trustee with respect to the Note or exercising any trust or power conferred on
the Trustee; PROVIDED that

                                      -24-
<PAGE>

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

                  (ii) subject to the express terms of SECTION 5.4, any
         direction to the Trustee to sell or liquidate the Trust Estate shall be
         by the Holder of the Note representing not less than 100% of the
         Invested Amount of the Note;

                  (iii) if the conditions set forth in SECTION 5.5 have been
         satisfied and the Trustee elects to retain the Trust Estate pursuant to
         such Section, then any direction to the Trustee by the Holder of the
         Note representing less than 100% of the Invested Amount of the Note to
         sell or liquidate the Trust Estate shall be of no force and effect; and

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

PROVIDED, HOWEVER, that, subject to SECTION 6.1, the Trustee need not take any
action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholder not consenting to such action.

         SECTION 5.13. WAIVER OF PAST DEFAULTS. If an Insurer Default shall have
occurred and be continuing, prior to the declaration of the acceleration of the
maturity of the Note as provided in SECTION 5.2, a Note Majority may waive any
past Default or Event of Default and its consequences except a Default or Event
of Default (i) in payment of principal of or interest on the Note or (ii) in
respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Noteholder. In the case of any such waiver, the
Issuer, the Trustee and the Noteholder shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or Event of Default or impair any right
consequent thereto.

         Upon any such waiver, such Default or Event of Default shall cease to
exist and be deemed to have been cured and not to have occurred, and any Event
of Default arising 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 the Noteholder by its acceptance thereof shall be deemed to have
agreed, that any court may in its discretion require, in any suit for the
enforcement of any right or remedy under this Indenture, or in any suit against
the Trustee for any action taken, suffered or omitted by it as Trustee, the
filing by any party litigant in such suit of an undertaking to pay the costs of
such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by the Noteholder
holding in the aggregate more than 10% of the Invested Amount of the Note or (c)
any suit instituted by the Noteholder for the enforcement of the payment of
principal of or interest on the Note on or after the respective due dates
expressed in the Note and in this Indenture.

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

         SECTION 5.16. SUBROGATION. The Trustee shall receive as
attorney-in-fact of the Noteholder any Note Policy Claim Amount from the
Insurer. Any and all Note Policy Claim Amounts disbursed by the Trustee from
claims made under the Note Policy shall not be considered payment by the Issuer
with respect to the Note, and shall not discharge the obligations of the Issuer


                                      -25-
<PAGE>

with respect thereto. The Insurer shall, to the extent it makes any payment with
respect to the Note, become subrogated to the rights of the recipient of such
payments to the extent of such payments. Subject to and conditioned upon any
payment with respect to the Note by or on behalf of the Insurer, the Trustee
shall assign to the Insurer all rights to the payment of interest or principal
with respect to the Note which are then due for payment to the extent of all
payments made by the Insurer, and the Insurer may exercise any option, vote,
right, power or the like with respect to the Note to the extent that it has made
payment pursuant to the Note Policy. To evidence such subrogation, the Note
Registrar shall note the Insurer's rights as subrogee upon the register of the
Noteholder upon receipt from the Insurer of proof of payment by the Insurer of
the Noteholder's Interest Distributable Amount or Noteholder's Principal
Distributable Amount. The foregoing subrogation shall in all cases be subject to
the rights of the Noteholder to receive all Scheduled Payments in respect of the
Note.

         SECTION 5.17. PREFERENCE CLAIMS.

         (a) In the event that the Trustee has received a certified copy of a
final, non-appealable order of the appropriate court that the Noteholder's
Interest Distributable Amount or Noteholder's Principal Distributable Amount
paid on a Note has been avoided in whole or in part as a preference payment
under applicable bankruptcy law, the Trustee shall so notify the Insurer, shall
comply with the provisions of the Note Policy to obtain payment by the Insurer
of such avoided payment, and shall, at the time it provides notice to the
Insurer, notify the Agent by mail that, in the event that the Noteholder's
payment is so recoverable, the Noteholder will be entitled to payment pursuant
to the terms of the Note Policy. The Trustee shall furnish to the Insurer at its
written request, the requested records it holds in its possession evidencing the
payments of principal of and interest on the Note, if any, which have been made
by the Trustee and subsequently recovered from the Noteholder, and the dates on
which such payments were made. Pursuant to the terms of the Note Policy, the
Insurer will make such payment on behalf of the Noteholder to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy named in the Order
(as defined in the Note Policy) and not to the Trustee or the Noteholder
directly (unless a Noteholder has previously paid such payment to the receiver,
conservator, debtor-in-possession or trustee in bankruptcy, in which case the
Insurer will make such payment to the Trustee for distribution to the Noteholder
upon proof of such payment reasonably satisfactory to the Insurer).

                  The Trustee shall promptly notify the Insurer of any
proceeding or the institution of any action (of which the Trustee has actual
knowledge) seeking the avoidance as a preferential transfer under applicable
bankruptcy, insolvency, receivership, rehabilitation or similar law (a
"Preference Claim") of any payment made with respect to the Note. Each Holder,
by its purchase of the Note, and the Trustee hereby agree that so long as (i) an
Insurer Default shall not have occurred and be continuing, (ii) any amounts due
to the Insurer under the Insurance Agreement or the other Basic Documents remain
unpaid or (iii) the Note Policy has not expired in accordance with its terms,
the Insurer may at any time during the continuation of any proceeding relating
to a Preference Claim direct all matters relating to such Preference Claim
including, without limitation, (1) the direction of any appeal of any order
relating to any Preference Claim and (2) the posting of any surety, supersedeas
or performance bond pending any such appeal at the expense of the Insurer, but
subject to reimbursement as provided in the Insurance Agreement. In addition,
and without limitation of the foregoing, as set forth in Section 5.16, the
Insurer shall be subrogated to, and the Noteholder and the Trustee hereby
delegate and assign, to the fullest extent permitted by law, the rights of the
Trustee and the Noteholder in the conduct of any proceeding with respect to a
Preference Claim, including, without limitation, all rights of any party to an
adversary proceeding action with respect to any court order issued in connection
with any such Preference Claim.

         SECTION 5.18. CONSEQUENCES OF TFC FUNDING TERMINATION EVENT. Upon a
responsible officer of the Issuer having notice or actual knowledge thereof, the
Issuer agrees to give the Trustee, the Insurer, the Noteholder, the Agent and
the Rating Agencies prompt written notice of any TFC Funding Termination Event
(as such term is defined in the Insurance Agreement). Upon the occurrence and
continuation of a TFC Funding Termination Event, the Controlling Party may
terminate CPS and TFC as the Servicer and subservicer, respectively, of the TFC
Receivables, and direct the Trustee to sell the TFC Receivables or any portion


                                      -26-
<PAGE>

thereof or rights or interest therein, at one or more public or private sales
(including, without limitation, the sale of the TFC Receivables in connection
with a securitization thereof) called and conducted in any manner permitted by
applicable law. The proceeds of any such sale shall be applied first, to cure
any Borrowing Base Deficiency, second, to reimburse the Trustee for any amounts
to which it is entitled under the Indenture, third, to reimburse the Insurer for
any amounts to which it is entitled under this Agreement, and fourth, any
remaining amounts shall be distributed to CPS.


                                   ARTICLE VI
                                   ----------

                             THE TRUSTEE; THE AGENT
                             ----------------------

         SECTION 6.1. DUTIES OF TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and the
other Basic 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:

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

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

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

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

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

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

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

         (g) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

                                      -27-
<PAGE>

         (h) The Trustee shall permit any representative of the Controlling
Party or the Noteholder, during the Trustee's normal business hours, to examine
all books of account, records, reports and other papers of the Trustee relating
to the Note, to make copies and extracts therefrom and to discuss the Trustee's
affairs and actions, as such affairs and actions relate to the Trustee's duties
with respect to the Note, with the Trustee's officers and employees responsible
for carrying out the Trustee's duties with respect to the Note.

         (i) The Trustee shall, and hereby agrees that it will, perform all of
the obligations and duties required of it under the Sale and Servicing
Agreement.

         (j) The Trustee shall, and hereby agrees that it will, hold the Note
Policy in trust, and will hold any proceeds of any claim on the Note Policy in
trust solely for the use and benefit of the Noteholder.

         (k) Except for actions expressly authorized by this Indenture, the
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.

         (l) All information obtained by the Trustee regarding the Obligors and
the Receivables, whether upon the exercise of its rights under this Indenture or
otherwise, shall be maintained by the Trustee in confidence and shall not be
disclosed to any other Person, other than the Trustee's attorneys, accountants
and agents unless such disclosure is required by this Indenture or any
applicable law or regulation.

         SECTION 6.2. RIGHTS OF TRUSTEE. Subject to Sections 6.1 and this
Section 6.2, the Trustee shall be protected and shall incur no liability to the
Issuer or any Issuer Secured Party in relying upon the accuracy, acting in
reliance upon the contents, and assuming the genuineness of any notice, demand,
certificate, signature, instrument or other document reasonably believed by the
Trustee to be genuine and to have been duly executed by the appropriate
signatory, and, except to the extent the Trustee has actual knowledge to the
contrary or as required pursuant to Section 6.1 the Trustee shall not be
required to make any independent investigation with respect thereto.

         (a) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate. Subject to Section 6.1(c), the Trustee shall not be
liable for any action it takes or omits to take in good faith in reliance on the
Officer's Certificate.

         (b) The 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 Trustee shall not be responsible
for any misconduct or negligence on the part of, or for the supervision of the
Servicer, the Backup Servicer or any other such agent, attorney, custodian or
nominee appointed with due care by it hereunder.

         (c) The 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 Trustee's conduct does not constitute
willful misconduct, negligence or bad faith.

         (d) The Trustee may consult with counsel, and the advice or opinion of
counsel with respect to legal matters relating to this Indenture and the Note
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.

         (e) The 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 Holder of the Note or the
Controlling Party, pursuant to the provisions of this Indenture, unless the
Holder of the Note or the Controlling Party shall have offered to the Trustee
reasonable security or indemnity against the costs, expenses and liabilities
that may be incurred therein or thereby; provided, however, that the Trustee
shall, upon the occurrence of an Event of Default (that has not been cured),
exercise the rights and powers vested in it by this Indenture in accordance with
Section 6.1.

                                      -28-
<PAGE>

         (f) The 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 Controlling Party;
provided, however, that if the payment within a reasonable time to the 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 Trustee, not reasonably assured
to the Trustee by the security afforded to it by the terms of this Indenture or
the Sale and Servicing Agreement, the Trustee may require reasonable indemnity
against such cost, expense or liability as a condition to so proceeding; the
reasonable expense of every such examination shall be paid by the Person making
such request, or, if paid by the Trustee, shall be reimbursed by the Person
making such request upon demand.

         SECTION 6.3. INDIVIDUAL RIGHTS OF TRUSTEE. The Trustee in its
individual or any other capacity may become the owner or pledgee of the Note and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not the Trustee. Any Note Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee must comply with Section 6.11.

         SECTION 6.4. TRUSTEE'S DISCLAIMER. The Trustee shall not be responsible
for and makes no representation as to the validity or adequacy of this
Indenture, the Trust Estate, the Collateral or the Note, it shall not be
accountable for the Issuer's use of the proceeds from the Note, 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 Note or in the Note other
than the Trustee's certificate of authentication.

         SECTION 6.5. NOTICE OF DEFAULTS. If an Event of Default occurs and is
continuing and if it is either known by, or written notice of the existence
thereof has been delivered to, a Responsible Officer of the Trustee, the Trustee
shall mail to the Agent notice of the Default within 30 days after such
knowledge or notice occurs. Except in the case of a Default in payment of
principal of or interest on the Note (including payments pursuant to the
mandatory redemption provisions of the Note, if any), the Trustee may withhold
the notice if and so long as a committee of its Responsible Officers in good
faith determines that withholding the notice is in the interests of the
Noteholder.

         SECTION 6.6. REPORTS BY TRUSTEE TO THE NOTEHOLDER. The Trustee shall on
behalf of the Issuer deliver to the 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) Pursuant to Section 5.7 of the Sale and Servicing Agreement, the
Issuer shall pay to the Trustee from time to time compensation for its services.
The Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse the Trustee, pursuant to
Section 5.7 of the Sale and Servicing Agreement, for all reasonable
out-of-pocket expenses incurred or made by it, including costs of collection, in
addition to the compensation for its services. Such expenses shall include the
reasonable compensation and expenses, disbursements and advances of the
Trustee's agents, counsel, accountants and experts. The Issuer shall or shall
cause the Servicer to indemnify the Trustee against any and all loss, liability
or expense incurred by the Trustee without willful misfeasance, negligence or
bad faith on its part arising out of or in connection with the acceptance or the
administration of this trust and the performance of its duties hereunder,
including the costs and expenses of defending itself against any claim or
liability in connection therewith. The Trustee shall notify the Issuer and the
Servicer promptly of any claim for which it may seek indemnity. Failure by the
Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer of
its obligations hereunder or the Servicer of its obligations under Article XII
of the Sale and Servicing Agreement. The Trustee may have separate counsel and
the Issuer shall or shall cause the Servicer to pay the reasonable fees and


                                      -29-
<PAGE>

expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Trustee through the Trustee's own willful misconduct, negligence or bad faith.

         (b) The Issuer's payment obligations to the Trustee pursuant to this
Section shall survive the discharge of this Indenture. When the Trustee incurs
expenses after the occurrence of a Default specified in Section 5.1(a)(v) with
respect to the Issuer, the expenses are intended to constitute expenses of
administration under Title 11 of the United States Code or any other applicable
Federal or state bankruptcy, insolvency or similar law. Notwithstanding anything
else set forth in this Indenture or the other Basic Documents, the recourse of
the Trustee hereunder and under the other Basic Documents shall be to the Trust
Estate only and specifically shall not be recourse to the other assets of the
Issuer or the assets of the Noteholder.

         SECTION 6.8. REPLACEMENT OF TRUSTEE. The Issuer may, with the consent
of the Controlling Party, and at the request of the Controlling Party, shall
remove the Trustee if:

                  (i) the Trustee fails to comply with Section 6.11 or the
         Trustee fails to perform any other material covenant or agreement of
         the Trustee set forth in the Basic Documents to which the Trustee is a
         party and such failure continues for 45 days after written notice of
         such failure from the Controlling Party;

                  (ii) an Insolvency Event with respect to the Trustee occurs;
         or

                  (iii) the Trustee otherwise becomes incapable of acting.

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

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee, the Agent, Insurer (provided that no
Insurer Default shall have occurred and be continuing) and the Issuer,
whereupon, the resignation or removal of the retiring Trustee shall become
effective, and the successor Trustee shall have all the rights, powers and
duties of the retiring Trustee under this Indenture, subject to satisfaction of
the Rating Agency Condition. The successor Trustee shall mail a notice of its
succession to the Agent. The retiring Trustee shall promptly transfer all
property held by it as Trustee to the successor Trustee.

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

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to SECTION 6.8.

         Notwithstanding the replacement of the Trustee pursuant to this
Section, the Issuer's and the Servicer's obligations under SECTION 6.7 shall
continue for the benefit of the retiring Trustee.

                                      -30-
<PAGE>

         SECTION 6.9. SUCCESSOR TRUSTEE BY MERGER If the 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 Trustee. The Trustee shall provide the Rating
Agencies prior written notice of any such transaction.

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

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

         (a) Notwithstanding any other provisions of this Indenture, at any
time, for the purpose of meeting any legal requirement of any jurisdiction in
which any part of the Trust Estate may at the time be located, the Trustee with
the 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-trustee or
co-trustees, or separate trustee or separate trustees, of all or any part of the
Trust Estate, and to vest in such Person or Persons, in such capacity and for
the benefit of the Noteholder, such title to the Trust Estate, or any part
thereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no notice
to the Agent of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8 hereof.

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

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

                  (ii) no trustee hereunder shall be personally liable by reason
         of any act or omission of any other trustee hereunder, including acts
         or omissions of predecessor or successor trustees; and

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

         (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Indenture and the conditions
of this Article VI. Each separate trustee and co-trustee, upon its acceptance of
the trusts conferred, shall be vested with the estates or property specified in
its instrument of appointment, either jointly with the 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 Trustee. Every
such instrument shall be filed with the Trustee.

                                      -31-
<PAGE>

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

         SECTION 6.11. ELIGIBILITY: DISQUALIFICATION. The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and subject to supervision or
examination by federal or state authorities; and having a rating, both with
respect to long-term and short-term unsecured obligations, of not less than
investment grade by the Rating Agencies. The Trustee shall provide copies of
such reports to the Insurer and the Agent upon request.

         SECTION 6.12. [RESERVED].

         SECTION 6.13. APPOINTMENT AND POWERS. . Subject to the terms and
conditions hereof, each of the Issuer Secured Parties hereby appoints Wells
Fargo Bank, National Association as the Trustee with respect to the Collateral,
and Wells Fargo Bank, National Association hereby accepts such appointment and
agrees to act as Trustee with respect to the Collateral for the Issuer Secured
Parties, to maintain custody and possession of such Collateral (except as
otherwise provided hereunder) and to perform the other duties of the Trustee in
accordance with the provisions of this Indenture and the other Basic Documents.
Each Issuer Secured Party hereby authorizes the Trustee to take such action on
its behalf, and to exercise such rights, remedies, powers and privileges
hereunder, as the Controlling Party may direct and as are specifically
authorized to be exercised by the Trustee by the terms hereof, together with
such actions, rights, remedies, powers and privileges as are reasonably
incidental thereto. The Trustee shall act upon and in compliance with the
written instructions of the Controlling Party delivered pursuant to this
Indenture promptly following receipt of such written instructions; provided that
the Trustee shall not act in accordance with any instructions (i) which are not
authorized by, or in violation of the provisions of, this Indenture, (ii) which
are in violation of any applicable law, rule or regulation or (iii) for which
the Trustee has not received reasonable indemnity. Receipt of such instructions
shall not be a condition to the exercise by the Trustee of its express duties
hereunder, except where this Indenture provides that the Trustee is permitted to
act only following and in accordance with such instructions.

         SECTION 6.14. PERFORMANCE OF DUTIES. The Trustee shall have no duties
or responsibilities except those expressly set forth in this Indenture and the
other Basic Documents to which the Trustee is a party or as directed by the
Controlling Party in accordance with this Indenture. The Trustee shall not be
required to take any discretionary actions hereunder except at the written
direction of the Controlling Party and as provided in Section 5.12. The Trustee
shall, and hereby agrees that it will, perform all of the duties and obligations
required of it under the Sale and Servicing Agreement.

         SECTION 6.15. LIMITATION ON LIABILITY. Neither the Trustee nor any of
its directors, officers or employees shall be liable for any action taken or
omitted to be taken by it or them in good faith hereunder, or in connection
herewith, except that the Trustee shall be liable for its negligence, bad faith
or willful misconduct. Notwithstanding any term or provision of this Indenture,
the Trustee shall incur no liability to the Issuer or the Issuer Secured Parties
for any action taken or omitted by the Trustee in connection with the
Collateral, except for the negligence, bad faith or willful misconduct on the
part of the Trustee, and, further, shall incur no liability to the Issuer
Secured Parties except for negligence, bad faith or willful misconduct in
carrying out its duties to the Issuer Secured Parties. The Trustee shall at all
times be free independently to establish to its reasonable satisfaction, but
shall have no duty to independently verify, the existence or nonexistence of
facts that are a condition to the exercise or enforcement of any right or remedy
hereunder or under any of the Basic Documents. The Trustee may consult with
counsel, and shall not be liable for any action taken or omitted to be taken by
it hereunder in good faith and in accordance with the written advice of such
counsel. The Trustee shall not be under any obligation to exercise any of the
remedial rights or powers vested in it by this Indenture or to follow any
direction from the Controlling Party unless it shall have received reasonable
security or indemnity satisfactory to the Trustee against the costs, expenses
and liabilities which might be incurred by it.

                                      -32-
<PAGE>

         SECTION 6.16. [RESERVED].

         SECTION 6.17. SUCCESSOR TRUSTEE.

         (a) MERGER. Any Person into which the Trustee may be converted or
merged, or with which it may be consolidated, or to which it may sell or
transfer its trust business and assets as a whole or substantially as a whole,
or any Person resulting from any such conversion, merger, consolidation, sale or
transfer to which the Trustee is a party, shall (provided it is otherwise
qualified to serve as the Trustee hereunder) be and become a successor Trustee
hereunder and be vested with all of the title to and interest in the Collateral
and all of the trusts, powers, descriptions, immunities, privileges and other
matters as was its predecessor without the execution or filing of any instrument
or any further act, deed or conveyance on the part of any of the parties hereto,
anything herein to the contrary notwithstanding, except to the extent, if any,
that any such action is necessary to perfect, or continue the perfection of, the
security interest of the Issuer Secured Parties in the Collateral; provided that
any such successor shall also be the successor Trustee under Section 6.9.

         (b) REMOVAL. The Trustee may be removed by the Controlling Party at any
time, with or without cause, by an instrument or concurrent instruments in
writing delivered to the Trustee, the other Issuer Secured Party and the Issuer.
A temporary successor may be removed at any time to allow a successor Trustee to
be appointed pursuant to subsection (c) below. Any removal pursuant to the
provisions of this subsection (b) shall take effect only upon the date which is
the latest of (i) the effective date of the appointment of a successor Trustee
and the acceptance in writing by such successor Trustee of such appointment and
of its obligation to perform its duties hereunder in accordance with the
provisions hereof, and (ii) receipt by the Controlling Party of an Opinion of
Counsel to the effect described in Section 3.4.

         (c) ACCEPTANCE BY SUCCESSOR. The Controlling Party shall have the sole
right to appoint each successor Trustee. Every temporary or permanent successor
Trustee appointed hereunder shall execute, acknowledge and deliver to its
predecessor and to the Trustee, each Issuer Secured Party and the Issuer an
instrument in writing accepting such appointment hereunder and the relevant
predecessor shall execute, acknowledge and deliver such other documents and
instruments as will effectuate the delivery of all Collateral to the successor
Trustee, whereupon such successor, without any further act, deed or conveyance,
shall become fully vested with all the estates, properties, rights, powers,
duties and obligations of its predecessor. Such predecessor shall, nevertheless,
on the written request of either Issuer Secured Party or the Issuer, execute and
deliver an instrument transferring to such successor all the estates,
properties, rights and powers of such predecessor hereunder. In the event that
any instrument in writing from the Issuer or an Issuer Secured Party is
reasonably required by a successor Trustee to more fully and certainly vest in
such successor the estates, properties, rights, powers, duties and obligations
vested or intended to be vested hereunder in the Trustee, any and all such
written instruments shall at the request of the temporary or permanent successor
Trustee, be forthwith executed, acknowledged and delivered by the Trustee or the
Issuer, as the case may be. The designation of any successor Trustee and the
instrument or instruments removing any Trustee and appointing a successor
hereunder, together with all other instruments provided for herein, shall be
maintained with the records relating to the Collateral and, to the extent
required by applicable law, filed or recorded by the successor Trustee in each
place where such filing or recording is necessary to effect the transfer of the
Collateral to the successor Trustee or to protect or continue the perfection of
the security interests granted hereunder.

         SECTION 6.18. [RESERVED].

         SECTION 6.19. REPRESENTATIONS AND WARRANTIES OF THE TRUSTEE. The
Trustee represents and warrants to the Issuer and to each Issuer Secured Party
as follows:

         (a) Due Organization. The Trustee is a national banking association,
duly organized, validly existing and in good standing under the laws of the
United States and is duly authorized and licensed under applicable law to
conduct its business as presently conducted.

                                      -33-
<PAGE>

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

         (c) Due Authorization. The execution and delivery by the Trustee of
this Indenture and the other Basic Documents to which it is a party, and the
performance by the Trustee 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 the Trustee, or the performance by the Trustee, of
this Indenture and such other Basic Documents.

         (d) Valid and Binding Indenture. The Trustee has duly executed and
delivered this Indenture and each other Basic Document to which it is a party,
and each of this Indenture and each such other Basic Document constitutes the
legal, valid and binding obligation of the Trustee, enforceable against the
Trustee 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 6.20. WAIVER OF SETOFFS. The Trustee hereby expressly waives
any and all rights of setoff that the Trustee may otherwise at any time have
under applicable law with respect to any Pledged Account and agrees that amounts
in the Pledged Accounts shall at all times be held and applied solely in
accordance with the provisions hereof.

         SECTION 6.21. CONTROL BY THE CONTROLLING PARTY. The Trustee shall
comply with notices and instructions given by the Issuer only if accompanied by
the written consent of the Controlling Party, except that if any Event of
Default shall have occurred and be continuing, the Trustee shall act upon and
comply with notices and instructions given by the Controlling Party alone in the
place and stead of the Issuer.

         SECTION 6.22. AUTHORIZATION AND ACTION. For so long as Paradigm Funding
LLC is the Noteholder, the Agent (or its designees) has been appointed and
authorized to take such action as agent on the Noteholder's behalf and to
exercise such powers under this Indenture as are delegated to the Noteholder by
the terms hereof, together with such powers as are reasonably incidental
thereto. The Agent shall also act on behalf of the Majority Program Support
Providers.

         SECTION 6.23. AGENT'S RELIANCE, ETC. The Agent and its directors,
officers, agents or employees shall not be liable for any action taken or
omitted to be taken by it or them under or in connection with the Basic
Documents except for its or their own negligence, bad faith or willful
misconduct. Without limiting the generality of the foregoing, the Agent: (a) may
consult with legal counsel (including counsel for the Trustee), independent
certified public accountants and other experts selected by it and shall not be
liable for any action taken or omitted to be taken in good faith by it in
accordance with the advice of such counsel, accountants or experts; (b) makes no
warranty or representation to the Noteholder or any other holder of any interest
in the Collateral and shall not be responsible to the Noteholder or any such
other holder for any statements, warranties or representations made in or in
connection with any Basic Document; (c) shall not have any duty to ascertain or
to inquire as to the performance or observance of any of the terms, covenants or
conditions of any Basic Document on the part of the Issuer, the Seller or the
Servicer or to inspect the property (including the books and records) of the
Issuer, the Seller or the Servicer; (d) shall not be responsible to the
Noteholder or any other holder of any interest in the Collateral for the due
execution, legality, validity, enforceability, genuineness, sufficiency or value
of any Basic Document; and (e) shall incur no liability under or in respect of
this Indenture by acting upon any notice (including notice by telephone if
confirmed in writing within two (2) Business Days), consent, certificate or
other instrument or writing (which may be by facsimile or telex) believed by it
to be genuine and signed or sent by the proper party or parties.

                                      -34-
<PAGE>

                                   ARTICLE VII
                                   -----------

                                   [RESERVED]
                                   ----------

                                  ARTICLE VIII
                                  ------------

                COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE
                ------------------------------------------------

         SECTION 8.1. COLLECTION OF MONEY. Except as otherwise expressly
provided herein, the Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Trustee pursuant to this Indenture and the Sale and Servicing
Agreement. The Trustee shall apply all such money received by it as provided in
this Indenture and the Sale and Servicing Agreement. Except as otherwise
expressly provided in this Indenture or in the Sale and Servicing Agreement, if
any default occurs in the making of any payment or performance under any
agreement or instrument that is part of the Trust Estate, the Trustee may take
such action as may be appropriate to enforce such payment or performance,
including the institution and prosecution of appropriate proceedings. Any such
action shall be without prejudice to any right to claim a Default or Event of
Default under this Indenture and any right to proceed thereafter as provided in
Article V.

         SECTION 8.2. RELEASE OF TRUST ESTATE. Subject to the payment of its
fees and expenses pursuant to Section 6.7, the Trustee may, and when required by
the provisions of this Indenture shall, execute instruments 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 Trustee as provided in this Article VIII shall be
bound to ascertain the Trustee's authority, inquire into the satisfaction of any
conditions precedent or see to the application of any moneys.

         (a) The Trustee shall, at such time as there is no Note outstanding and
all sums due the Insurer under any of the Basic Documents are satisfied as
evidenced by a certificate of the Insurer and all sums due the Trustee pursuant
to Section 6.7 have been paid, release any remaining portion of the Trust Estate
that secured the Note from the lien of this Indenture and release to the Issuer
or any other Person entitled thereto any funds then on deposit in the Pledged
Accounts. The 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 a certificate by the Insurer.

         (b) Opinion of Counsel. The Trustee shall receive at least seven days'
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 Trustee shall
also require as a condition to such action, an Opinion of Counsel in form and
substance satisfactory to the Trustee, stating the legal effect of any such
action, outlining the steps required to complete the same, and concluding that
all conditions precedent to the taking of such action have been complied with
and such action will not materially and adversely affect the security for the
Note or the rights of the Noteholder and the other Issuer Secured Parties 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 Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Trustee in connection with any such action.

                                   ARTICLE IX
                                   ----------

                             SUPPLEMENTAL INDENTURE
                             ----------------------

         SECTION 9.1. SUPPLEMENTAL INDENTURES WITH CONSENT OF THE CONTROLLING
PARTY.

         (a) With the prior written consent of the Controlling Party and with
prior notice to the Rating Agencies by the Issuer, as evidenced to the Trustee,
the Issuer and the Trustee, when authorized by an Issuer Order, at any time and
from time to time, may enter into one or more indentures supplemental hereto, in
form satisfactory to the Trustee, for any of the following purposes:

                                      -35-
<PAGE>

                  (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 Trustee any property subject or required to
         be subjected to the lien of this Indenture, or to subject to the lien
         of this Indenture additional property;

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

                  (iii) to add to the covenants of the Issuer, for the benefit
         of the Holder of the Note, 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 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
         indenture; provided that such action shall not adversely affect the
         interests of the Noteholder or the Insurer; or

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

The 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 Trustee, when authorized by an Issuer Order,
may, also with the consent of the Controlling Party, and with prior notice to
the Rating Agencies by the Issuer, as evidenced to the 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 Holder of the
Note under this Indenture; provided, however, that such action shall not, as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of the Noteholder.

         SECTION 9.2. SUPPLEMENTAL INDENTURES WITH CONSENT OF THE NOTEHOLDER.

         (a) The Issuer and the Trustee, when authorized by an Issuer Order,
also may, with prior written notice to the Rating Agencies, with the consent of
the Controlling Party, enter into an indenture or indentures supplemental hereto
for any purpose; provided, however, that, no such supplemental indenture shall,
without the consent of the Holder:

                  (i) change the date of payment of any installment of principal
         of or interest on the Note, or reduce the principal amount thereof, the
         interest rate thereon, change the provision of this Indenture relating
         to the application of collections on, or the proceeds of the sale of,
         the Trust Estate to payment of principal of or interest on the Note, or
         change any place of payment where, or the coin or currency in which,
         the Note or the interest thereon is payable;

                                      -36-
<PAGE>

                  (ii) 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 Note on or after the respective due dates
         thereof;

                  (iii) reduce the percentage of the Invested Amount of the
         Note, the consent of the Holder of which is required for any such
         supplemental indenture, or the consent of the Holder 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;

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

                  (v) reduce the percentage of the Invested Amount of the Note
         required to direct the Trustee to direct the Issuer to sell or
         liquidate the Trust Estate pursuant to Section 5.4;

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

                  (vii) 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 the Note on any Settlement Date (including
         the calculation of any of the individual components of such
         calculation) or to affect the rights of the Noteholder to the benefit
         of any provisions for the mandatory redemption of the Note contained
         herein; or

                  (viii) 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 Trust Estate or, except as otherwise permitted or contemplated
         herein or in any of the Basic Documents, terminate the lien of this
         Indenture on any property at any time subject hereto or deprive the
         Holder of the Note of the security provided by the lien of this
         Indenture.

         (b) The Trustee may determine whether or not the Note would be affected
by any supplemental indenture and any such determination shall be conclusive
upon the Holder of the Note, whether theretofore or thereafter authenticated and
delivered hereunder. The Trustee shall not be liable for any such determination
made in good faith.

         (c) It shall not be necessary for any Act of the Noteholder 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.

         (d) Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Controlling Party and the Holder of the Note 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 Trustee to mail
such notice, or any defect therein, shall not, however, in any way impair or
affect the validity of any such supplemental indenture.

         SECTION 9.3. 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 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 Trustee may, but shall not be obligated to,
enter into any such supplemental indenture that affects the Trustee's own
rights, duties, liabilities or immunities under this Indenture or otherwise.

                                      -37-
<PAGE>

         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 the Note affected thereby, and the respective rights, limitations of
rights, obligations, duties, liabilities and immunities under this Indenture of
the Trustee, the Issuer and the Holder of the Note 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].

                                    ARTICLE X
                                    ---------

                        REPAYMENT AND PREPAYMENT OF NOTE
                        --------------------------------

         SECTION 10.1. REPAYMENT OF THE NOTE. The Issuer shall repay the
Invested Amount of the Note (i) following the Facility Termination Date, in full
on or prior to the last day of the third Interest Period after such Facility
Termination Date or (ii) in full, or in part, by a prepayment made on any
Business Day (such day the "Prepayment Date") in accordance with Section 10.2.
Simultaneous with any prepayment, the Issuer shall pay all accrued and unpaid
interest on the Invested Amount to be prepaid and shall, unless otherwise agreed
by the Insurer in writing, pay any accrued and unpaid Insurer Secured
Obligations at such time.

         SECTION 10.2. NOTICE OF PREPAYMENT.

         (a) Notice of the prepayment of the Note shall be given, upon the
direction of the Issuer, by the Trustee by facsimile transmission, courier or
first class mail, postage prepaid, mailed, faxed or couriered not less than 15
days prior to the related Prepayment Date, to the Noteholder, the Agent and to
the Insurer. All notices of prepayment shall state (i) the Prepayment Date, (ii)
the Invested Amount to be prepaid, including an itemization of each Advance to
be prepaid; and (iii) the prepayment price.

         Failure to give notice of prepayment, or any defect therein, to any
Holder of any Note shall not impair or affect the validity of such prepayment.
Any prepayment pursuant to Section 10.1(ii) shall be subject to the payment of
any amounts required by the Agent resulting from a prepayment or repayment of
the Invested Amount of the Note on a date other than a Settlement Date.

         (b) Not less than 5 days prior to the related Prepayment Date, the
Controlling Party and the Agent shall receive directly from the Issuer, or from
the Servicer on behalf of the Issuer, a certificate presenting, on a pro forma
basis, the effect of the prepayment and any sale of Receivables by the Issuer
related to such prepayment. The certificate shall be substantially in the form
set forth in Exhibit B."

         SECTION 10.3. GENERAL PROCEDURES. The Invested Amount of the Note shall
not be considered reduced by any allocation, setting aside or distribution of
any portion of the Available Funds unless such Available Funds shall have been
actually delivered to the Agent for the purpose of paying such principal. The
Invested Amount of the Note shall not be considered repaid by any distribution
of any portion of the Available Funds if at any time such distribution is
rescinded or must otherwise be returned for any reason, in which event, if such
amount has been returned by the Noteholder or the Agent, such principal and/or
interest shall be reinstated in an amount equal to the amount returned by the
Agent or Noteholder, as the case may be. No provision of this Indenture shall
require the payment or permit the collection of interest in excess of the
maximum permitted by applicable law.

         SECTION 10.4. [RESERVED]

                                      -38-
<PAGE>

                                   ARTICLE XI
                                   ----------

                                  MISCELLANEOUS
                                  -------------

         SECTION 11.1. COMPLIANCE CERTIFICATES AND OPINIONS, ETC.

         (a) Except as set forth herein, upon any application or request by the
Issuer to the Trustee to take any action under any provision of this Indenture
(other than any request hereunder by the Issuer for an Advance), the Issuer
shall furnish to the Trustee, the Agent and to the Insurer (i) an Officer's
Certificate stating that all conditions precedent, if any, provided for in this
Indenture relating to the proposed action have been complied with, and (ii) an
Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with, except that, in the case
of any such application or request as to which the furnishing of such documents
is specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

                  (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) Other than with respect to Dollars, prior to the deposit of any
Collateral or other property or securities with the 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 11.1(a) or elsewhere in this Indenture, furnish to the Trustee, the
Agent and the Insurer (unless an Insurer Default is continuing) an Officer's
Certificate certifying or stating the opinion of each person signing such
certificate as to the fair value (on the date of such deposit) to the Issuer of
the Collateral or other property or securities to be so deposited.

         (c) Whenever the Issuer is required to furnish to the Trustee, the
Agent or the Insurer an Officer's Certificate certifying or stating the opinion
of any signer thereof as to the matters described in clause (b) above, the
Issuer shall also deliver to the Trustee, the Agent or the Insurer, as
applicable, an Independent Certificate as to the same matters, if the fair value
to the Issuer of the securities to be so deposited and of all other such
securities made the basis of any such withdrawal or release since the
commencement of the then-current fiscal year of the Issuer, as set forth in the
certificates delivered pursuant to clause (b) above and this clause (c) is 10%
or more of the Invested Amount of the Note, but such a certificate need not be
furnished with respect to any securities so deposited, if the fair value thereof
to the Issuer as set forth in the related Officer's Certificate is less than
$25,000 or less than 1% of the Invested Amount of the Note.

         (d) Other than with respect to the release of any Purchased Receivables
or Liquidated Receivables or the release of any Receivables upon a mandatory or
partial prepayment of the Note pursuant to Section 10.1, whenever any property
or securities are to be released from the lien of this Indenture, the Issuer
shall also furnish to the Trustee, the Agent and the Insurer 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 in contravention of the provisions hereof.

                                      -39-
<PAGE>

         (e) Whenever the Issuer is required to furnish to the Trustee, the
Agent or the Insurer an Officer's Certificate certifying or stating the opinion
of any signer thereof as to the matters described in clause (d) above, the
Issuer shall also furnish to the Trustee and the Insurer an Independent
Certificate as to the same matters if the fair value of the property or
securities and of all other property other than Purchased Receivables and
Liquidated Receivables, securities or Receivables released from the lien of this
Indenture since the commencement of the then current calendar year, as set forth
in the certificates required by clause (d) above and this clause (e), equals 10%
or more of the Invested Amount of the Note, but such certificate need not be
furnished in the case of any release of property or securities if the fair value
thereof as set forth in the related Officer's Certificate is less than $25,000
or less than 1 % of the then Invested Amount of the Note.

         (f) Notwithstanding Section 2.10 or any provision of this Section, the
Issuer may (A) collect, liquidate, sell or otherwise dispose of Receivables as
and to the extent permitted or required by the Basic Documents and (B) make cash
payments out of the Pledged Accounts as and to the extent permitted or required
by the Basic Documents.

         SECTION 11.2. FORM OF DOCUMENTS DELIVERED TO TRUSTEE.

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

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

         (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 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 Trustee's right to rely upon the truth and accuracy of
any statement or opinion contained in any such document as provided in Article
VI.

         SECTION 11.3. ACTS OF THE NOTEHOLDER. Any request, demand,
authorization, direction, notice, consent, waiver or other action provided by
this Indenture to be given or taken by Noteholder may be embodied in and
evidenced by one or more instruments of substantially similar tenor signed by
the Noteholder in person or by agents duly appointed in writing; and except as
herein otherwise expressly provided such action shall become effective when such


                                      -40-
<PAGE>

instrument or instruments are delivered to the 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 Noteholder 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 Trustee and the Issuer, if made in the manner
provided in this Section.

         (a) 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 Trustee.

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

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

         SECTION 11.4. NOTICES, ETC., TO TRUSTEE, ISSUER, AGENT AND RATING
AGENCIES.

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

                  (i) the Trustee by the Noteholder 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 Trustee at its Corporate Trust Office;

                  (ii) the Issuer by the Trustee or by the Noteholder shall be
         sufficient for every purpose hereunder if personally delivered,
         delivered by overnight courier or mailed certified mail, return receipt
         requested and shall deemed to have been duly given upon receipt to the
         Issuer at the Corporate Trust Office of the Owner Trustee, with a copy
         to :Consumer Portfolio Services, Inc. 16355 Laguna Canyon Road, Irvine,
         California 92618 Attention: Mark Creatura, Esq. Confirmation: (888)
         785-6691, Telecopy No. (949) 753-6897 or at such other address
         previously furnished in writing to the Trustee by the Issuer. The
         Issuer shall promptly transmit any notice received by it from the
         Noteholder to the Trustee; or

                  (iii) the Insurer by the Issuer or the Trustee shall be
         sufficient for any purpose hereunder if in writing and mailed by
         registered mail or personally delivered or telexed or telecopied to the
         recipient as follows:

                  To the Insurer:

                  1221 Avenue of the Americas
                  New York, New York 10020
                  Attention: Surveillance

                  Confirmation:  (212) 478-3587
                  Telecopy No.:  (212) 478-3400

                  (iv) the Agent shall be sufficient for any purpose hereunder
         if in writing and mailed by registered mail or personally delivered or
         telexed or telecopied to the recipient as follows:

                                      -41-
<PAGE>

                  To the Agent:

                  1211 Avenue of the Americas
                  New York, New York  10036
                  Attention:  Rahel Avigdor

                  Telephone: (212) 597-8347
                  Telecopy:  (212) 852-5971

         (b) Notices required to be given to the Rating Agencies by the Issuer
or the Trustee shall be in writing, personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested to (i) in the case of
Moody's, at the following address: Moody's Investors Service, Inc., 99 Church
Street, New York New York 10004 and (ii) in the case of S&P, at the following
address: Standard & Poor's Ratings Group, a Division of The McGraw Hill
Companies, 55 Water Street, New York, New York 10041, Attention: Asset-Backed
Surveillance Department; or as to each of the foregoing, at such other address
as shall be designated by written notice to the other parties.

         SECTION 11.5. WAIVER. 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 Noteholder shall be filed with
the Trustee but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such a waiver.

         (a) 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 Noteholder 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 Trustee shall be deemed to be a
sufficient giving of such notice.

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

         SECTION 11.6. ALTERNATE PAYMENT AND NOTICE PROVISIONS. Notwithstanding
any provision of this Indenture or the Note to the contrary, the Issuer may
enter into any agreement with the Holder of the Note providing for a method of
payment, or notice by the Trustee or the Note 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
Trustee (which consent shall not be unreasonably withheld). The Issuer will
furnish to the Trustee a copy of each such agreement and the Trustee will cause
payments to be made and notices to be given in accordance with such agreements.

         SECTION 11.7. [Reserved]

         SECTION 11.8. EFFECT OF HEADINGS AND TABLE OF CONTENTS. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 11.9. SUCCESSORS AND ASSIGNS. All covenants and agreements in
this Indenture and the Note by the Issuer shall bind its successors and assigns,
whether so expressed or not. All agreements of the Trustee in this Indenture
shall bind its successors. All agreements of the Trustee in this Indenture shall
bind its successors.

         SECTION 11.10. SEVERABILITY. In case any provision in this Indenture or
in the Note shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

                                      -42-
<PAGE>

         SECTION 11.11. BENEFITS OF INDENTURE. The Insurer and its successors
and assigns shall be a third-party beneficiary to the provisions of this
Indenture, and shall be entitled to rely upon and directly to enforce such
provisions of this Indenture, to the extent such provisions are for the benefit
of the Insurer and so long as any amounts remain due and owing to the Insurer
pursuant to the Insurance Agreement. Nothing in this Indenture or in the Note,
express or implied, shall give to any Person, other than the parties hereto and
their successors hereunder, and the Noteholder, and any other party secured
hereunder, and any other person with an ownership interest in any part of the
Trust Estate, any benefit or any legal or equitable right, remedy or claim under
this Indenture. The Insurer may disclaim any of its rights and powers under this
Indenture (in which case the Trustee may exercise such right or power
hereunder), but not its duties and obligations under the Note Policy, upon
delivery of a written notice to the Trustee.

         SECTION 11.12. LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Note or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date on which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

         SECTION 11.13. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER SHALL BE
DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         SECTION 11.14. COUNTERPARTS. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

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

         SECTION 11.16. ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer, the Owner Trustee or the Trustee on the Note or under this Indenture
or any certificate or other writing delivered in connection herewith or
therewith, against (i) the Seller, the Servicer, the Owner Trustee or the
Trustee in its individual capacity (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Seller, the Servicer, the Owner Trustee or the Trustee
in its individual capacity, any holder of a beneficial interest in the Issuer,
the Seller, the Servicer, the Owner Trustee or the Trustee or of any successor
or assign of the Seller, the Servicer, the Owner Trustee or the Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that neither the Trustee nor the Owner Trustee have such
obligations in its individual capacity) and except that any such partner, owner
or beneficiary shall be fully liable, to the extent provided by applicable law,
for any unpaid consideration for stock, unpaid capital contribution or failure
to pay any installment or call owing to such entity. For all purposes of this
Indenture, in the performance of its duties or obligations hereunder or in the
performance of any duties or obligations of the Issuer hereunder, the Owner
Trustee shall be subject to, and entitled to the benefits of, the terms and
provisions of Articles VI, VII and VIII of the Trust Agreement.

         SECTION 11.17. NO PETITION. The Trustee, the Owner Trustee, the
Noteholder and the Agent, by entering into this Indenture 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 Note, this Indenture or any of the Basic
Documents.

                                      -43-
<PAGE>

         SECTION 11.18. INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Agent, the Noteholder, the
Trustee or of the Controlling Party, during the Issuer's normal business hours,
to examine all the books of account, records, reports, and other papers of the
Issuer, to make copies and extracts therefrom, to cause such books to be audited
by independent certified public accountants, and to discuss the Issuer's
affairs, finances and accounts with the Issuer's officers, employees, and
independent certified public accountants, all at such reasonable times and as
often as may be reasonably requested. The Trustee, the Agent, and the Noteholder
shall and shall cause its representatives to hold in confidence all such
information except to the extent disclosure may be required by law (and all
reasonable applications for confidential treatment are unavailing) and except to
the extent that the Trustee may reasonably determine that such disclosure is
consistent with its Obligations hereunder.


                                      -44-
<PAGE>


         IN WITNESS WHEREOF, the Issuer, the Agent and the 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.

                                        CPS WAREHOUSE TRUST

                                        By:  Wilmington Trust Company, not in
                                             its individual capacity but solely
                                             as Owner Trustee


                                        By:_________________________________
                                        Name:_______________________________
                                        Title: _____________________________



                                        WELLS FARGO BANK, NATIONAL ASSOCIATION


                                        By:_________________________________
                                        Name:_______________________________
                                        Title: _____________________________



                                        WESTLB AG, as Agent


                                        By:_________________________________
                                        Name:_______________________________
                                        Title: _____________________________



                                        By:_________________________________
                                        Name:_______________________________
                                        Title: _____________________________

                                      -45-
<PAGE>


                                                                       ANNEX A-1

                              AMENDED AND RESTATED

                              VARIABLE FUNDING NOTE

REGISTERED                                                   up to $125,000,000


No. A-1

                       SEE REVERSE FOR CERTAIN CONDITIONS




THIS NOTE HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED
(THE "SECURITIES ACT"), OR ANY STATE SECURITIES LAWS OR "BLUE SKY" LAWS. THE
HOLDER HEREOF, BY PURCHASING THE NOTE, AGREES FOR THE BENEFIT OF THE ISSUER THAT
IT IS AN INSTITUTIONAL INVESTOR THAT IS AN "ACCREDITED INVESTOR" AS DEFINED IN
RULE 501(A)(1), (2), (3) OR (7) OF REGULATION D PROMULGATED UNDER THE SECURITIES
ACT AND THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT FOR INVESTMENT AND
NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY
TO (1) THE ISSUER (UPON REDEMPTION THEREOF OR OTHERWISE), (2) A PERSON THE
TRANSFEROR REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN
RULE 144A UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF
RULE 144A OR (3) IN A TRANSACTION OTHERWISE EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, APPLICABLE SECURITIES LAWS OF ANY STATE OF
THE UNITED STATES OR ANY OTHER JURISDICTION, IN EACH SUCH CASE, IN COMPLIANCE
WITH THE INDENTURE AND ALL APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED
STATES OR ANY OTHER JURISDICTION; PROVIDED, THAT THE TRUSTEE OR THE ISSUER MAY
REQUIRE AN OPINION OF COUNSEL TO THE EFFECT THAT SUCH TRANSFER MAY BE EFFECTED
WITHOUT REGISTRATION UNDER THE SECURITIES ACT, WHICH OPINION OF COUNSEL, IF SO
REQUIRED, SHALL BE ADDRESSED TO THE ISSUER AND THE TRUSTEE AND SHALL BE SECURED
AT THE EXPENSE OF THE HOLDER.

TRANSFERS OF THIS NOTE ARE SUBJECT TO RESTRICTIONS AS PROVIDED IN THE INDENTURE.
EXCEPT AS OTHERWISE PROVIDED IN SECTION 2.5 OF THE INDENTURE, THIS NOTE MAY BE
TRANSFERRED, SOLD, OR PLEDGED, IN WHOLE BUT NOT IN PART, ONLY TO (I) THE ISSUER
OR (II)(A) AN INSTITUTIONAL ACCREDITED INVESTOR THAT EXECUTES A CERTIFICATE,
SUBSTANTIALLY IN THE FORM SPECIFIED IN THE INDENTURE, TO THE EFFECT THAT IT IS
AN INSTITUTIONAL ACCREDITED INVESTOR ACTING FOR ITS OWN ACCOUNT (AND NOT FOR THE
ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AGENT FOR OTHERS (WHICH OTHERS ALSO ARE
INSTITUTIONAL ACCREDITED INVESTORS UNLESS THE HOLDER IS A BANK ACTING IN ITS
FIDUCIARY CAPACITY) OR (B) SO LONG AS THIS NOTE IS ELIGIBLE FOR RESALE PURSUANT
TO RULE 144A UNDER THE SECURITIES ACT, TO A PERSON WHOM THE TRANSFEROR
REASONABLY BELIEVES AFTER DUE INQUIRY IS A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED IN RULE 144A), ACTING FOR ITS OWN ACCOUNT, OR AS A FIDUCIARY OR AGENT
FOR OTHERS (WHICH OTHERS ALSO ARE QUALIFIED INSTITUTIONAL BUYERS) TO WHOM NOTICE
IS GIVEN THAT THE SALE, PLEDGE, OR TRANSFER IS BEING MADE IN RELIANCE ON RULE
144A, UNLESS SUCH SALE, PLEDGE, OR OTHER TRANSFER IS OTHERWISE MADE IN A
TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT.

THE PRINCIPAL OF THIS NOTE IS PAYABLE IN INSTALLMENTS AND SUBJECT TO INCREASES
AND DECREASES AS SET FORTH HEREIN AND IN THE INDENTURE. ACCORDINGLY, THE
OUTSTANDING PRINCIPAL AMOUNT OF THIS NOTE AT ANY TIME MAY BE LESS THAN THE
AMOUNT SHOWN ON THE FACE HEREOF.


                                      -46-
<PAGE>



                    AMENDED AND RESTATED CPS WAREHOUSE TRUST
                              VARIABLE FUNDING NOTE

CPS WAREHOUSE TRUST, a Delaware business trust (herein referred to as the
"ISSUER"), for value received, hereby promises to pay to WestLB AG, acting
through its New York Branch, a German banking corporation, as Agent (the
"NOTEHOLDER"), or its registered assigns, the principal sum of up to ONE HUNDRED
AND TWENTY-FIVE MILLION DOLLARS ($125,000,000.00) or, if less the aggregate
unpaid principal amount outstanding hereunder (whether or not shown on the
schedule attached hereto (or such electronic counterpart maintained by the
Trustee), which amount shall be payable in the amounts and at the times set
forth in the Indenture, provided, however, that the entire unpaid principal
amount of this Note shall be due on the on the last day of the third Interest
Period after the Facility Termination Date. The Issuer will pay interest on this
Note at the Note Interest Rate. Such interest on Advances shall be due and
payable on each Settlement Date until the principal of this Note is paid or made
available for payment, to the extent funds will be available from the Collection
Account processed from and including the preceding Settlement Date to but
excluding each such Settlement Date in respect of (a) an amount equal to
interest accrued for the related Interest Period, which will be equal to the sum
of the products, for each day during the related Interest Period, of (i) the
Note Interest Rate for such Interest Period and (ii) the Aggregate Principal
Balance as of the close of business on such date DIVIDED BY 360, PLUS (b) an
amount equal to the amount of any accrued and unpaid Note Interest Carryover
Shortfall with respect to prior Interest Periods, with interest on the amount of
such Note Interest Carryover Shortfall at the Note Interest Rate for the related
Interest Period. Prior to the Final Scheduled Settlement Date and unless a
Funding Termination Event shall have occurred, only interest payments on the
outstanding principal amount of the Note shall be made to the holder hereof.
Beginning on the first Settlement Date following the occurrence of a Funding
Termination Event the principal of this Note shall be paid in installments on
each subsequent Settlement Date to the extent of funds available for payment
therefor pursuant to the Indenture. Such principal of and interest on this Note
shall be paid in the manner specified on the reverse hereof.

The principal of and interest on this Note are payable in such coin or currency
of the United States of America as at the time of payment is legal tender for
payment of public and private debts. This Note does not represent an interest
in, or an obligation of, the Servicer or any affiliate of the Servicer other
than the Issuer.

This Note amends and restates the Variable Funding Note, dated as of March 7,
2002 (the "Original Note"), and is not a novation of the Original Note. All
other terms of this Note, as governed by the Indenture, remain unchanged.

Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note. Although a summary of certain provisions of the Indenture
are set forth below and on the reverse hereof and made a part hereof, this Note
does not purport to summarize the Indenture and reference is made to the
Indenture for information with respect to the interests, rights, benefits,
obligations, proceeds and duties evidenced hereby and the rights, duties and
obligations of the Servicer and the Trustee. A copy of the Indenture may be
requested from the Trustee by writing to the Trustee at: Wells Fargo Bank,
National Association, MAC N9311-161, Sixth Street and Marquette Avenue,
Minneapolis, MN 55497, Attention: Corporate Trust Services - Asset Backed
Administration. To the extent not defined herein, the capitalized terms used
herein have the meanings ascribed to them in the Indenture.

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


                            [Signature page follows.]

                                      -47-
<PAGE>


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



Date:  November 30, 2004                 CPS WAREHOUSE TRUST

                                         By: Wilmington Trust Company,
                                             not in its individual capacity, but
                                             solely as Owner Trustee


                                         By: _______________________
                                         Name: _____________________
                                         Title:_____________________





                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

         This is the Note issued under the within-mentioned Indenture.

                                         WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                         not in its individual capacity, but
                                         solely as Trustee



                                         By: _________________________________
                                              Authorized Signature


                                      -48-
<PAGE>

                               REVERSE OF THE NOTE


This Note is the duly authorized Note of the Issuer, designated as its Variable
Funding Note (herein called the "NOTE"), issued under (i) the Indenture, dated
as of March 7, 2002 (such Indenture, as the same may be amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, is
herein called the "INDENTURE"), among the Issuer, WestLB AG, acting through its
New York Branch, as agent (the "AGENT") and Wells Fargo Bank, National
Association, a national banking association, as trustee (the "TRUSTEE", which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights and obligations thereunder of the Issuer, the Trustee and
the Note Purchaser. The Note is subject to all terms of the Indenture. All terms
used in this Note that are defined in the Indenture, as amended, supplemented or
otherwise modified from time to time in accordance with the terms thereof, shall
have the meanings assigned to them in or pursuant to the Indenture, as so
amended, supplemented or otherwise modified.

"Settlement Date" means, with respect to each Accrual Period, the 15th day of
the following calendar month, or if such day is not a Business Day, the
immediately following Business Day, commencing on April 15, 2002.

As described above, the entire unpaid principal amount of this Note shall be due
and payable on the Final Scheduled Settlement Date. Notwithstanding the
foregoing, if a Funding Termination Event, Insurance Agreement Event of Default
or an Event of Default shall have occurred and be continuing then, in certain
circumstances, principal on the Note may be paid earlier, as described in the
Indenture.

Payments of interest on this Note due and payable on each Settlement Date,
together with the installment of principal then due, if any, and any payments of
principal made on any Business Day in respect of any prepayments, to the extent
not in full payment of this Note, shall be made by wire transfer to the Holder
of record of this Note (or any predecessor Note) on the Note Register as of the
close of business on each Record Date. Any reduction in the principal amount of
this Note (or any predecessor Note) effected by any payments made on any date
shall be binding upon all future Holders of this Note and of any Note issued
upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted thereon. Final payment of principal (together with
any accrued and unpaid interest) on this Note will be paid to the Noteholder
only upon presentation and surrender of this Note at the Corporate Trust Office
for cancellation by the Trustee.

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

As provided in the Indenture and subject to certain limitations set forth
therein, the transfer of this Note may be registered on the Note Register upon
surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Registrar duly executed by the Holder hereof or his attorney duly
authorized in writing, and thereupon one or more new Note of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

The Noteholder, by acceptance of the Note, covenants and agrees that no recourse
may be taken, directly or indirectly, with respect to the obligations of the
Trustee, the Issuer, the Owner Trustee or the Agent on the Note or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Trustee, the Issuer, the Owner Trustee or the Agent in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Trustee, the Issuer, the Owner Trustee or the Agent in its individual
capacity, any holder of a beneficial interest in the Issuer, the Agent or the
Trustee or of any successor or assign of the Trustee or the Agent in its


                                      -49-
<PAGE>

individual capacity, except (a) as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner Trustee have no such obligations
in their individual capacity) and (b) any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity; PROVIDED, HOWEVER, that nothing
contained herein shall be taken to prevent recourse to, and enforcement against,
the assets of the Issuer for any and all liabilities, obligations and
undertakings contained in the Indenture or in this Note, subject to SECTION 6.7
of the Indenture.

The Noteholder, by acceptance of the Note, covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not institute
against the Issuer, or join in any institution against the Issuer of, any
bankruptcy, reorganization, arrangement, insolvency or liquidation proceedings
under any United States Federal or state bankruptcy or similar law in connection
with any obligations relating to the Note, the Indenture or the Basic Documents.

Prior to the due presentment for registration of transfer of this Note, the
Issuer, the Trustee and any agent of the Issuer or the Trustee may treat the
Person in whose name the Note (as of the day of determination or as of such
other date as may be specified in the Indenture) is registered as the owner
hereof for all purposes, whether or not the Note be overdue, and neither the
Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

It is the intent of the Issuer and the Noteholder that, for Federal, state and
local income and franchise tax purposes, the Note will evidence indebtedness of
the Issuer secured by the Collateral. The Noteholder, by the acceptance of the
Note, agrees to treat the Note for Federal, state and local income and franchise
tax purposes as indebtedness of the Issuer.

The Indenture permits in certain circumstances, with certain exceptions as
therein provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Holder of the Note under the
Indenture at any time by the Issuer with the consent of the Holder of the Note.
The Indenture also contains provisions permitting the Holder of Note to waive
compliance by the Issuer with certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of the Note (or any
predecessor Note) shall be conclusive and binding upon such Holder and upon all
future Holders of the Note and of the Note issued upon the registration of
transfer hereof or in exchange hereof or in lieu hereof whether or not notation
of such consent or waiver is made upon the Note.

The Indenture also permits the Trustee to amend or waive certain terms and
conditions set forth in the Indenture without the consent of the Holder of the
Note.

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

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

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

No reference herein to the Indenture and no provision of the Note or of the
Indenture shall alter or impair the obligation of the Issuer, which is absolute
and unconditional, to pay the principal of and interest on the Note at the
times, place, and rate, and in the coin or currency herein prescribed, subject
to any duty of the Issuer to deduct or withhold any amounts as required by law,
including any applicable U.S. withholding taxes.

Anything herein to the contrary notwithstanding, except as expressly provided in
the Indenture or the Basic Documents, neither the Owner Trustee in its
individual capacity, any owner of a beneficial interest in the Issuer, nor any
of their respective partners, beneficiaries, agents, officers, directors,
employees or successors or assigns shall be personally liable for, nor shall


                                      -50-
<PAGE>

recourse be had to any of them for, the payment of principal of or interest on,
or performance of, or omission to perform, any of the covenants, obligations or
indemnifications contained in this Note or the Indenture, it being expressly
understood that said covenants, obligations and indemnifications have been made
by the Owner Trustee for the sole purposes of binding the interests of the Owner
Trustee in the assets of the Issuer. The Holder of this Note by the acceptance
hereof agrees that except as expressly provided in the Indenture or the Basic
Documents, in the case of an Event of Default under the Indenture, the Holder
shall have no claim against any of the foregoing for any deficiency, loss or
claim therefrom; provided, however, that nothing contained herein shall be taken
to prevent recourse to, and enforcement against, the assets of the Issuer for
any and all liabilities, obligations and undertakings contained in the Indenture
or in this Note.


                                      -51-
<PAGE>
<TABLE>


                                            INCREASES AND DECREASES

==================================================================================================================
                UNPAID                                                  NOTE
               PRINCIPAL                                              INTEREST   INTEREST PERIOD   NOTATION MADE
    DATE        AMOUNT        INCREASE      DECREASE       TOTAL        RATE     (IF APPLICABLE)        BY
==================================================================================================================
<S>             <C>            <C>           <C>            <C>         <C>      <C>                <C>

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

==================================================================================================================
</TABLE>

                                                     -52-
<PAGE>


                                   ASSIGNMENT

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

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

unto ___________________________________________________________________________
                         (name and address of assignee)

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

Dated:__________________________             __________________________________*
                                                   Signature Guaranteed:

                                             __________________________________



----------
*/ NOTE: The signature to this assignment must correspond with the name of the
registered owner as it appears on the face of the within Note in every
particular, without alteration, enlargement or any change whatsoever.

                                      -53-
<PAGE>

                                                                     EXHIBIT A-2
                        FORM OF TRANSFEROR'S CERTIFICATE

                                     [Date]

CPS Warehouse Trust
c/o Wilmington Trust Company
  not in its individual capacity, but solely as Owner Trustee
Rodney Square North
1100 North Market Street
Wilmington, Delaware 19890-0001
Attention:        Corporate Trust Administration

Wells Fargo Bank, National Association
Sixth Street and Marquette Avenue, MAC N9311-161
Minneapolis, Minnesota 55479
Attention:        [                 ]

                  Re:      CPS Warehouse Trust
                           Variable Funding Note

Ladies and Gentlemen:

         In connection with the disposition by the transferor listed below (the
"Transferor") of the above referenced Notes issued pursuant to the Amended and
Restated Indenture dated as of November 30, 2004 (as amended, supplemented or
otherwise modified, the "Indenture") among CPS Warehouse Trust, as Issuer (the
"Issuer"), WestLB AG, as agent, and Wells Fargo Bank, National Association, as
trustee (the "Trustee"), relating to the CPS Warehouse Trust Variable Funding
Note of up to $[ ] aggregate outstanding principal amount, the Transferor
certifies that:

                  a) The Transferor is the lawful owner of the Notes with full
         power and right to Transfer such Note free and clear from any and all
         claims and encumbrances;

                  b) the Transferor understands that the Note have not been
         registered under the Securities Act of 1933, as amended (the "1933
         Act"), and is being disposed of by the Transferor in a transaction that
         is exempt from the registration requirements of the 1933 Act; and

                  c) Neither the Transferor nor anyone acting on its behalf has
         (a) offered, transferred, pledged, sold or otherwise disposed of the
         Note, any interest in the Note or any other similar security to any
         person in any manner, (b) solicited any offer to buy or accept a
         transfer, pledge or any disposition of the Note, any interest in the
         Notes or any other similar security from any person in any manner, (c)
         otherwise approached or negotiated with respect the Note, any interest
         in the Note, or any other similar security with any person in any
         manner, (d) made any general solicitation by mean of general
         advertising or in any other manner, or (e) taken any other action,
         which (in the case of the acts described in clauses (a) through (e)
         hereof) would constitute a distribution of the Note under the 1933 Act,
         or would render the disposition of the Note a violation of Section 5 of
         the Act or any state securities laws, or would require registration or
         qualification of the Note pursuant to the 1933 Act or any state
         securities laws.

                                                     Very truly yours,

                                                     Name of Transferor

                                                     By:_____________________
                                                     Name:
                                                     Title:

                                      -54-
<PAGE>
<TABLE>

                                                                       EXHIBIT B

                         FORM OF PREPAYMENT CERTIFICATE

         Pursuant to Section 10.2 of the Amended and Restated Indenture, dated
as of November 30, 2004 (as amended, supplemented or otherwise modified, the
"Indenture"), among CPS Warehouse Trust, as Issuer, Westby AG (F/K/A
Westdeutsche Landesbank Girozentrale), as Agent, and Wells Fargo Bank, National
Association, as Trustee, the Issuer, or the Servicer on behalf of the Issuer (as
indicated by the party signing below), hereby certifies to the Controlling Party
and the Agent that:

(i) the following presents the pro forma effect of the prepayment scheduled to
occur on _________, 200_;

DATES
<S>                                                                                       <C>
    1   Accounting Date                                                                     ______________
    2   Determination Date                                                                  ______________
    3   Prior Distribution Date or closing date if first Servicer's Certificate             ______________
    4   Distribution Date                                                                   ______________
    5   Interest Period                                                                     ______________

RATES
    6   Base Rate                                                                            ____________%
    7   CP Rate                                                                              ____________%
    8   Applicable Margin                                                                    ____________%
    9   Note Interest Rate                                                                   ____________%
    10  Cap Rate                                                                             ____________%
    11  Cap Notional Amount                                                                $______________
    12  Insurer Premium Percent                                                              ____________%
    13  Collateral Ratio                                                                     ____________%
    14  Weighted Average APR of Qualifying Receivables at end of Collection period           ____________%

RECEIVABLES INFORMATION                                                                      TOTAL
    15  Beginning Balance of Receivables                                                   $______________
    16  Additional Receivables added during Collection Period for which funding was
        completed                                                                                        -
    17  Additional Receivables added during Collection Period for which funding was
        in process                                                                                       -
   17a  Securitization of Receivables [Prepayment] on _______, 20___                       $______________
   17b  Dividend of Ineligible Receivables                                                               -
    18  Less: Payments Applicable to Principal                                             $______________
                                                                                     ----------------------
    19  Ending Balance Receivables at end of Collection Period                             $______________
    20  Additional Receivables added after Collection Period                                             -
    21  Receivables that are not Eligible Receivables (thru _______,
        200_)                                                                              $______________
                                                                                     ----------------------
    22  Total Aggregate Principal Balance of Eligible Receivables                          $______________
    27  Liquidated or Repossessed Receivables                                              $______________
                                                                                     ----------------------
    28  Total Receivables                                                                  $______________

FUNDING DATA
    29  Beginning Balance of Notes at end of previous Collection Period                    $______________
    30  Principal payments on prior distribution date                                      $______________
    31  Additional funding occurring during the Collection Period                          $______________
   31a  Principal payment upon Securitization of Receivables                               $______________
    32  Outstanding Principal Amount at the end of the Collection
        Period                                                                             $______________
    33  Daily Average Outstanding Principal Balance (_______ to
        _______)                                                                           $______________
    34  Additional funding after Collection Period prior to Distribution Date              $______________
    35  Outstanding Principal Amount as of Accounting Date                                 $______________


                                      -55-
<PAGE>

BORROWING BASE
    36  Aggregate Principal Balance of Eligible Receivables                                $______________
    37  Excess Concentration Amount                                                                      -
                                                                                     ----------------------
                                                                                           $______________
    38  Advance Rate                                                                         ____________%
                                                                                     ----------------------
    39  Borrowing Base                                                                     $______________

AVAILABLE FUNDS
    40  Collections on Receivables in Current Collection Period                            $______________
    41  Amounts Released from Collection Account [related to
        Prepayment]                                                                        $______________
   41a  RECONCILIATION OF AMOUNT TO BE RELEASED AGAINST COLLECTIONS
        RECEIVED SINCE THE CUT-OFF DATE FOR THE APPLICABLE
        RECEIVABLES
    42  Purchased Amounts                                                                                -
    43  Investment Earnings on Collection Account                                                        -
    44  Investment Earnings on Collection B Account                                                      -
    45  Investment Earnings on Note Distribution Account                                                 -
    46  Amounts Received pursuant to Receivable Insurance Policies                                       -
    47  Payments Received from Cap Provider                                                              -
    48  Purchase price of Repurchased Receivables                                                        -
                                                                                     ----------------------
    49  Total Available Funds                                                              $______________

REQUIRED DISTRIBUTIONS FROM THE DISTRIBUTION AMOUNT, PURSUANT TO SECTION 5.7(A) OF
THE SERVICING AGREEMENT:

   (i)  Owner Trustee Fees                                                                 $______________
        Trustee Fees                                                                       $______________
        Unpaid Owner Trustee Fees from prior Collection Periods                            $______________
        Unpaid Trustee Fees from prior Collection Periods                                  $______________

   (ii) Backup Servicer Fee                                                                $______________
        Unpaid Backup Servicer Fees from prior Collection Periods                          $______________

  (iii) Servicer Fee                                                                       $______________
        Reimbursements pursuant to Section 5.3 of the Sale and Servicing Agreement                       -
        Unpaid Servicer Fees from prior Collection Periods                                 $______________

   (iv) Capped Monthly Interest                                                            $______________

   (v)  Monthly Interest from Cap Provider                                                 $______________

   (vi) Ordinary Insurance Premium                                                         $______________

  (vii) Reimbursement to Insurer for Pmts made in respect of Noteholder's
        Interest Distributable Amount                                                      $______________

  (viii)Noteholder's Principal Distributable Amount                                        $______________

                                      -56-
<PAGE>

   (ix) Additional Principal Payment Amount                                                $______________

   (x) Reimbursement to Insurer for Pmts made in respect of Noteholder's
       Principal Distributable Amount                                                      $______________

   (xi) Deposit to (Withdrawal from) Reserve Account                                       $______________

  (xii) Noteholder's Interest Distributable Amount not paid pursuant to clause
       (iv) and (v) above                                                                  $______________

  (xiii)Default Insurance Premium                                                          $______________

  (xiv) Noteholder's portion of Unused Facility Fee                                        $______________
        Insurer's portion of Unused Facility Fee                                           $______________

   (xv) Amounts owing to the Insurer not previously paid                                   $______________

  (xvi) Successor Servicer additional fee and transition costs (if not Backup
        Servicer)                                                                          $______________

  (xvii)Amounts owing to the Noteholder not previously paid                                $______________

 (xviii)Amounts owing to the Backup Servicer not previously paid                           $______________

                                                                                     ----------------------
  (xix) to Certificateholder, remaining Available Funds and releases from Reserve          $______________
        Account


CALCULATION OF RESERVE ACCOUNT
        Aggregate Principal Balance of Receivables                                         $______________
        Required Reserve Percentage                                                          ____________%
        Minimum Liquidity Amount                                                           $______________
        Minimum Reserve Amount                                                             $______________
        Required Reserve Amount                                                            $______________

        Balance of Reserve Account prior to distributions                                  $______________
        Required Deposit to (Withdrawal from) Reserve Account                              $______________
        Reserve Account Ending Balance                                                     $______________
</TABLE>

                                      -57-
<PAGE>


(ii) the following list of Receivables is a true and correct list of the
Receivables to be sold related to the prepayment;

                              [LIST OF RECEIVABLES]

(iii) to the knowledge of the Servicer, as of the date hereof, there is no Event
of Default or event or circumstance which, with the giving of notice or passage
of time, or both, would be an Event of Default (such an event or circumstance an
"Unmatured Default"); and

(iv) to the best of the knowledge of the Servicer, as of the date hereof, the
contemplated prepayment and related sale of Receivables will not result in an
Event of Default or Unmatured Default.

Capitalized terms used herein and not otherwise defined herein shall have the
meanings ascribed thereto in the Indenture or, if not defined therein, in Annex
A to the Sale and Servicing Agreement referenced in the Indenture.



This certificate has been prepared this ___ day of ________, 200_ by:

CONSUMER PORTFOLIO SERVICES, INC.,
as Servicer


By: ______________________
Name:
Title:


                                      -58-