<PAGE>

                                                                   Exhibit 10.37
                                  $100,000,000

                              Variable Funding Note

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

                                    INDENTURE

                            Dated as of June 30, 2004



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

                                PAGE FUNDING LLC,
                                     Issuer


                         UBS REAL ESTATE SECURITIES INC.
                                   Noteholder

                                       and

                     WELLS FARGO BANK, NATIONAL ASSOCIATION,
                                     Trustee


<PAGE>
<TABLE>

                                                    TABLE OF CONTENTS

                                                                                                           PAGE NO.


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

   SECTION 1.1          Definitions...............................................................................2
   SECTION 1.2          [Reserved]................................................................................3
   SECTION 1.3          Other Definitional Provisions.............................................................3

ARTICLE II THE NOTE...............................................................................................3

   SECTION 2.1          Form......................................................................................3
   SECTION 2.2          Execution, Authentication and Delivery....................................................4
   SECTION 2.3          [Reserved]................................................................................4
   SECTION 2.4          Registration; Registration of Transfer and Exchange.......................................4
   SECTION 2.5          Restrictions on Transfer and Exchange.....................................................6
   SECTION 2.6          Mutilated, Destroyed, Lost or Stolen Note.................................................9
   SECTION 2.7          Persons Deemed Owner.....................................................................10
   SECTION 2.8          Payment of Principal and Interest; Defaulted Interest....................................10
   SECTION 2.9          Cancellation.............................................................................11
   SECTION 2.10         Release of Collateral....................................................................12
   SECTION 2.11         Amount Limited; Advances.................................................................12

ARTICLE III COVENANTS............................................................................................12

   SECTION 3.1          Payment of Principal and Interest........................................................12
   SECTION 3.2          Maintenance of Office or Agency..........................................................13
   SECTION 3.3          Money for Payments to be Held in Trust...................................................13
   SECTION 3.4          Existence................................................................................14
   SECTION 3.5          Protection of Trust Estate...............................................................15
   SECTION 3.6          Opinions as to Trust Estate..............................................................15
   SECTION 3.7          Performance of Obligations; Servicing of Receivables.....................................16
   SECTION 3.8          Negative Covenants.......................................................................17
   SECTION 3.9          Annual Statement as to Compliance........................................................17
   SECTION 3.10         Issuer May Consolidate, Etc. Only on Certain Terms.......................................18
   SECTION 3.11         Successor or Transferee..................................................................19
   SECTION 3.12         No Other Business........................................................................20
   SECTION 3.13         No Borrowing.............................................................................20
   SECTION 3.14         Servicer's Obligations...................................................................20
   SECTION 3.15         Guarantees, Loans, Advances and Other Liabilities........................................20
   SECTION 3.16         Capital Expenditures.....................................................................20
   SECTION 3.17         Compliance with Laws.....................................................................20
   SECTION 3.18         Restricted Payments......................................................................20
   SECTION 3.19         Notice of Events of Default and Funding Termination Events...............................21
   SECTION 3.20         Further Instruments and Acts.............................................................21
   SECTION 3.21         Amendments of Sale and Servicing Agreement...............................................21
   SECTION 3.22         Income Tax Characterization..............................................................21
   SECTION 3.23         Separate Existence of the Issuer.........................................................21
   SECTION 3.24         Amendment of Issuer's Organizational Documents...........................................21

                                                          -i-
<PAGE>

                                                    TABLE OF CONTENTS

                                                                                                           PAGE NO.

ARTICLE IV SATISFACTION AND DISCHARGE............................................................................22

   SECTION 4.1          Satisfaction and Discharge of Indenture..................................................22
   SECTION 4.2          Application of Trust Money...............................................................23
   SECTION 4.3          Repayment of Moneys Held by Note Paying Agent............................................23

ARTICLE V REMEDIES...............................................................................................23

   SECTION 5.1          Events of Default........................................................................23
   SECTION 5.2          Rights Upon Event of Default.............................................................26
   SECTION 5.3          Collection of Indebtedness and Suits for Enforcement by Trustee..........................26
   SECTION 5.4          Remedies.................................................................................28
   SECTION 5.5          Optional Preservation of the Receivables.................................................28
   SECTION 5.6          Priorities...............................................................................29
   SECTION 5.7          Limitation of Suits......................................................................29
   SECTION 5.8          Unconditional Rights of the Noteholder To Receive Principal and Interest.................30
   SECTION 5.9          Restoration of Rights and Remedies.......................................................30
   SECTION 5.10         Rights and Remedies Cumulative...........................................................30
   SECTION 5.11         Delay or Omission Not a Waiver...........................................................30
   SECTION 5.12         [Reserved]...............................................................................30
   SECTION 5.13         Waiver of Past Defaults..................................................................30
   SECTION 5.14         Undertaking for Costs....................................................................31
   SECTION 5.15         Waiver of Stay or Extension Laws.........................................................31

ARTICLE VI THE TRUSTEE...........................................................................................32

   SECTION 6.1          Duties of Trustee........................................................................32
   SECTION 6.2          Rights of Trustee........................................................................33
   SECTION 6.3          Individual Rights of Trustee.............................................................34
   SECTION 6.4          Trustee's Disclaimer.....................................................................34
   SECTION 6.5          Notice of Defaults.......................................................................35
   SECTION 6.6          Reports by Trustee to the Noteholder.....................................................35
   SECTION 6.7          Compensation and Indemnity...............................................................35
   SECTION 6.8          Replacement of Trustee...................................................................36
   SECTION 6.9          Successor Trustee by Merger..............................................................36
   SECTION 6.10         Appointment of Co-Trustee or Separate Trustee............................................37
   SECTION 6.11         Eligibility: Disqualification............................................................38
   SECTION 6.12         [RESERVED]...............................................................................38
   SECTION 6.13         Appointment and Powers...................................................................38

                                                          -ii-
<PAGE>

                                                    TABLE OF CONTENTS

                                                                                                           PAGE NO.

   SECTION 6.14         Performance of Duties....................................................................38
   SECTION 6.15         Limitation on Liability..................................................................39
   SECTION 6.16         [Reserved]...............................................................................39
   SECTION 6.17         Successor Trustee........................................................................39
   SECTION 6.18         [Reserved]...............................................................................40
   SECTION 6.19         Representations and Warranties of the Trustee............................................40
   SECTION 6.20         Waiver of Setoffs........................................................................41
   SECTION 6.21         Control by the Noteholder................................................................41

ARTICLE VII [RESERVED]...........................................................................................41


ARTICLE VIII COLLECTION OF MONEY AND RELEASES OF TRUST ESTATE....................................................41

   SECTION 8.1          Collection of Money......................................................................41
   SECTION 8.2          Release of Trust Estate..................................................................41

ARTICLE IX SUPPLEMENTAL INDENTURES...............................................................................42

   SECTION 9.2          Supplemental Indentures with Consent of the Noteholder...................................43
   SECTION 9.3          Execution of Supplemental Indentures.....................................................44
   SECTION 9.4          Effect of Supplemental Indenture.........................................................45

ARTICLE X REPAYMENT AND PREPAYMENT OF NOTE.......................................................................45

   SECTION 10.1         Repayment of the Note; Optional Prepayment of the Note...................................45
   SECTION 10.2         Notice of Prepayment.....................................................................45
   SECTION 10.3         General Procedures.......................................................................45

ARTICLE XI MISCELLANEOUS.........................................................................................46

   SECTION 11.1         Compliance Certificates and Opinions, etc................................................46
   SECTION 11.2         Form of Documents Delivered to Trustee...................................................47
   SECTION 11.3         Acts of the Noteholder...................................................................48
   SECTION 11.4         Notices, etc., to Trustee, Issuer, Noteholder and Rating Agencies........................48
   SECTION 11.5         Waiver...................................................................................49
   SECTION 11.6         Alternate Payment and Notice Provisions..................................................49
   SECTION 11.7         Effect of Headings and Table of Contents.................................................49
   SECTION 11.8         Successors and Assigns...................................................................50
   SECTION 11.9         Severability.............................................................................50
   SECTION 11.10        Legal Holidays...........................................................................50
   SECTION 11.11        Governing Law............................................................................50
   SECTION 11.12        Counterparts.............................................................................50
   SECTION 11.13        Recording of Indenture...................................................................50
   SECTION 11.14        Issuer Obligation........................................................................50
   SECTION 11.15        No Petition..............................................................................51
   SECTION 11.16        Inspection...............................................................................51
</TABLE>

                                                         -iii-

<PAGE>

         INDENTURE dated as of June 30, 2004, by and among PAGE FUNDING LLC, a
Delaware limited liability company (the "ISSUER"), UBS REAL ESTATE SECURITIES
INC., a Delaware corporation, as noteholder (the "NOTEHOLDER") and WELLS FARGO
BANK, NATIONAL ASSOCIATION, a national banking association, as trustee (the
"TRUSTEE").

         Each party agrees as follows for the benefit of the other parties and
for the benefit of each Holder of the Issuer's 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.

         As security for the performance by the Issuer of the Secured
Obligations, the Issuer has agreed to assign the Collateral (as defined below)
as collateral to the Trustee for the benefit of the Noteholder.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Trustee on each Funding Date, as
Trustee for the benefit of the Noteholder, 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;

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


<PAGE>

         (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 (to the extent of the Issuer's rights
against the Servicer); and

         (m) 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").

         The foregoing Grant is made in trust to the Trustee, for the benefit of
the Noteholder, to secure the payment of principal of and interest on, and any
other amounts owing in respect of the Note, to secure the 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.

                                    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.

                                      -2-
<PAGE>

         Capitalized terms used herein and not otherwise defined herein shall
have the meanings assigned to them in Annex A to the Sale and Servicing
Agreement dated as of June 30, 2004 among the Issuer, the Seller, the Servicer,
the Backup Servicer and the Trustee, as the same may be amended or supplemented
from time to time (the "SALE AND SERVICING 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."

         (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. 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


                                      -3-
<PAGE>

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.

         (a) 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.

         (b) 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. 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.

         (a) 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.

         (b) The Trustee shall upon receipt of an 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.

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

         (d) 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]

         SECTION 2.4 REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE. The
Issuer shall cause to be kept a register (the "NOTE REGISTER") in which, subject
to such reasonable regulations as it may prescribe 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.

                                      -4-
<PAGE>

         (a) If a Person other than the Trustee is appointed by the Issuer as
Note Registrar, the Issuer will give the Trustee and the Noteholder 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 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.

         (b) Subject to SECTION 2.5 hereof, upon surrender for registration of
transfer of the 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 the minimum denomination of $10,000,000 or any
multiple of $1,000 in excess thereof and a like aggregate principal amount.

         (c) 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.

         (d) The Note issued upon any registration of transfer or exchange of
the Note shall be the valid obligation 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.

         (e) 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.

         (f) 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.

                                      -5-
<PAGE>

         (g) 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.

         SECTION 2.5 RESTRICTIONS ON TRANSFER AND EXCHANGE.

         (a) No transfer of the Note shall be made unless the transferor thereof
has provided a certification substantially in the form of EXHIBIT A-2 that such
transfer is (i) to the Issuer or an Affiliate of 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


                                      -6-
<PAGE>

                  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 has 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.

                           (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


                                      -7-
<PAGE>

                  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).

                           (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 are 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.

                           (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


                                      -8-
<PAGE>

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) OR AN
         AFFILIATE OF THE ISSUER, (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. 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 such security or indemnity as may be required
by it to hold the Issuer and the Trustee 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
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


                                      -9-
<PAGE>

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 and the Trustee 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.

         (a) 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.

         (b) 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.

         (c) 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 and any agent of
the Issuer or the Trustee 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 Trustee or any agent of the Issuer or the Trustee
shall be affected by notice to the contrary.

         SECTION 2.8 PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.

         (a) 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


                                      -10-
<PAGE>

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.

         (b) If the Facility Termination Date is determined in accordance with
subsection (I) of the definition thereof, the outstanding principal balance of
the Note and all accrued and unpaid interest thereon will be amortized and shall
be payable in full by the Final Scheduled Settlement Date. If the Facility
Termination Date is determined in accordance with subsection (II) of the
definition thereof, such Facility Termination Date will result in immediate
acceleration of the Note in accordance with Section 5.2. If the Facility
Termination Date is determined in accordance with subsection (III) of the
definition thereof, the outstanding principal balance of the Note and all
accrued and unpaid interest thereon will be amortized and shall be payable in
full by the third Settlement Date following the relevant anniversary of the
Closing Date. 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.

         (c) 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.

         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.

                                      -11-
<PAGE>

         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 6.02 and
SECTION 6.03 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.

         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 Noteholder 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 $2,000,000 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


                                      -12-
<PAGE>

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
and the Noteholder 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. 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. Except as provided in Section 3.3(c) hereof, all payments of amounts
due and payable with respect to the Note that are to be made from amounts
withdrawn from the Note Distribution Account shall be made on behalf of the
Issuer by the Trustee or by the Note Paying Agent, and no amounts so withdrawn
from the Note Distribution Account for payment of the Note shall be paid to the
Issuer.

         (a) The Issuer shall cause each Note Paying Agent other than the
Trustee to execute and deliver to the Trustee 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;

                  (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;

                                      -13-
<PAGE>

                  (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.

         (b) 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.

         (c) 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 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 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 limited liability company 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.

                                      -14-
<PAGE>

         SECTION 3.5 PROTECTION OF TRUST ESTATE. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Trustee, for the
benefit of the Noteholder, 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 Noteholder, a first
lien on and a first priority, perfected security interest in the Trust Estate.
The 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
         Noteholder 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 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 Noteholder, created by this Indenture in the Receivables
and such other items of Collateral that the Noteholder may reasonably request be
the subject of such opinion (the "Opinion Collateral") 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 and the
Noteholder an Opinion of Counsel either stating that, in the opinion of such
counsel, such action has been taken with respect to the recording, filing,


                                      -15-
<PAGE>

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 in the
Receivables and the Opinion Collateral 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
in the Receivables.

         SECTION 3.7 PERFORMANCE OF OBLIGATIONS; SERVICING OF RECEIVABLES. 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.

         (a) The Issuer may contract with other Persons to assist it in
performing its duties under this Indenture, and any performance of such duties
by a Person identified to the Trustee in an Officer's Certificate of the Issuer
shall be deemed to be action taken by the Issuer. Initially, the Issuer has
contracted with the Servicer to assist the Issuer in performing its duties under
this Indenture.

         (b) 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 prior written consent of the Noteholder.

         (c) 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 Noteholder 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.

                                      -16-
<PAGE>

         (d) 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 written consent of the Noteholder.

         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 Noteholder or the
         Noteholder 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 Noteholder.

         SECTION 3.9 ANNUAL STATEMENT AS TO COMPLIANCE. The Issuer will deliver
to the Trustee and the Noteholder on or before February 28 of each year,
beginning February 28, 2005 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:

                  (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, 2004) 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 and no event has
         occurred and is continuing which is, or after notice or lapse of time
         or both would become, an Event of Default, 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.

                                      -17-
<PAGE>

         SECTION 3.10 ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS. 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 limited
         liability company and shall expressly assume, by an indenture
         supplemental hereto, executed and delivered to the Trustee, in form
         satisfactory to the Trustee and the Noteholder, 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, Servicer Termination Event 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 and the Noteholder)
         to the effect that such transaction will not have any material adverse
         tax consequence to 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 and the
         Noteholder 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 Noteholder written
         notice of such conveyance or transfer at least 10 Business Days prior
         to the consummation of such action and shall have received the prior
         written approval of the Noteholder 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

                  (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


                                      -18-
<PAGE>

         delivered to the Trustee, in form satisfactory to the Trustee and the
         Noteholder, 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, Servicer Termination Event 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 and the Noteholder)
         to the effect that such transaction will not have any material adverse
         tax consequence to 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 and the
         Noteholder 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 Noteholder written
         notice of such conveyance or transfer at least 10 Business Days prior
         to the consummation of such action and shall have received the prior
         written approval of the Noteholder 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. 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.

         (a) 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 and the Noteholder stating that the Issuer is to be so
released.

                                      -19-
<PAGE>

         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.

         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, and (ii) 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.

                                      -20-
<PAGE>

         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 Noteholder 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 Noteholder, the Issuer will execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

         SECTION 3.21 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 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 instruct 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 LLP dated June 30, 2004 with respect to
         non-consolidation 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 and with the prior written consent of the Noteholder.

                                      -21-
<PAGE>

         SECTION 3.25 OTHER AGREEMENTS. The Issuer shall not enter into any
agreement that does not contain non-petition or limited recourse language with
respect to the Issuer.

         SECTION 3.26 RULE 144A INFORMATION. At any time when the Issuer is not
subject to Section 13 or 15(d) of the Securities Exchange Act of 1934, as
amended, upon the request of the Noteholder, the Issuer shall promptly furnish
to such Noteholder or to a prospective purchaser of the Note designated by the
Noteholder, as the case may be, the information required to be delivered
pursuant to Rule 144A(d)(4) under the Securities Act ("Rule 144A Information")
in order to permit compliance by such Noteholder with Rule 144A in connection
with the resale of the Note by the Noteholder; provided, however, that the
Issuer shall not be required to furnish Rule 144A Information in connection with
any request made on or after the date which is three years from the later of (i)
the date the Note (or any predecessor Note) was acquired from the Issuer or (ii)
the date the Note (or any predecessor Note) was last acquired from an
"affiliate" of the Issuer within the meaning of Rule 144 under the Securities
Act; and provided further that the Issuer shall not be required to furnish such
information at any time to a prospective purchaser located outside of the United
States who is not a "United States Person" within the meaning of Regulation S
under the Securities Act if such Note may then be sold to such prospective
purchaser in accordance with Rule 904 under the Securities Act (or any successor
provision thereto).

         SECTION 3.27 CHANGE OF CONTROL. CPS will and shall at all times be the
legal and beneficial owner of all of the issued and outstanding membership
interests of the Issuer.

                                   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 beneficiary 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 has been destroyed, lost or stolen and that has 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) has been delivered to the Trustee for cancellation;

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

                                      -22-
<PAGE>

         (c) the Issuer has delivered to the Trustee and the Noteholder 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 or any
         other amount (except principal) due with respect to the Note when the
         same becomes due and payable (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), which
         default continues for a period of two (2) days;

                  (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 (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);

                                      -23-
<PAGE>

                  (iii) default in the observance or performance of any covenant
         or agreement of the Issuer, the Seller or the Servicer made in any
         Basic Document (other than a covenant or agreement, a default in the
         observance or performance of which is elsewhere in this Section
         specifically dealt with and other than the failure by the Seller or the
         Servicer to repurchase any Receivable in accordance with the terms of
         the Sale and Servicing Agreement), or any representation or warranty of
         the Issuer, the Seller or the Servicer made in any Basic Document or in
         any certificate or other writing delivered pursuant to any Basic
         Document or in connection therewith (including any Servicer's
         Certificate or any Borrowing Base Certificate) proving to have been
         incorrect in any material respect as of the time when the same shall
         have been made or deemed to have been made, and such default shall
         continue or not be cured within 30 days from written notice by the
         Noteholder, or the circumstance or condition in respect of which such
         misrepresentation or warranty was incorrect shall not have been
         eliminated or otherwise cured within 30 days from written notice by the
         Noteholder; provided that no breach shall be deemed to occur hereunder
         in respect of any representation or warranty relating to eligibility of
         any Receivable on the Closing Date or any related Funding Date to the
         extent the Seller has repurchased such Receivable in accordance with
         the provisions of the Sale and Servicing Agreement;

                  (iv) the failure by the Seller or the Servicer to repurchase
         any Receivable in accordance with the terms of the Sale and Servicing
         Agreement;

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

                  (vi) a Borrowing Base Deficiency shall exist and not be cured
         within two (2) Business Days;

                  (vii) the Internal Revenue Service shall file notice of a Lien
         pursuant to Section 6323 of the Code with regard to any assets of the
         Issuer or any material portion of the assets of the Seller and such
         Lien shall not have been released within 30 days, or the Pension
         Benefit Guaranty Corporation shall file notice of a Lien pursuant to
         Section 4068 of ERISA with regard to any of the assets of the Issuer or
         the Seller and such Lien shall not have been released within 30 days;

                  (viii) (a) any Basic Document or any Lien granted thereunder
         by the Issuer or the Seller shall (except in accordance with its
         terms), in whole or in part, terminate, cease to be effective or cease
         to be the legally valid, binding and enforceable obligation of the
         Issuer or the Seller; or (b) the Issuer or the Seller or any other
         party shall, directly or indirectly, contest in any manner such
         effectiveness, validity, binding nature or enforceability of any Basic
         Document; or (c) any Lien securing the payment of the Note shall, in
         whole or in part, not be or cease to be a perfected first priority
         security interest against the Issuer;

                  (ix) a Servicer Termination Event shall have occurred;

                                      -24-
<PAGE>

                  (x) the Issuer or the Seller shall fail to pay any principal
         of or premium or interest on any indebtedness having a principal amount
         of $250,000 or $1,000,000, respectively, or greater when the same
         becomes due and payable (whether by scheduled maturity, required
         prepayment, acceleration, demand or otherwise) and such failure shall
         continue after the applicable grace period, if any, specified in the
         agreement or instrument relating to such indebtedness; or any other
         default under any agreement or instrument relating to any such
         indebtedness of the Issuer or the Seller, as applicable, or any other
         event, shall occur and shall continue after the applicable grace
         period, if any, specified in such agreement or instrument if the effect
         of such default or event is to accelerate, or to permit the
         acceleration of, the maturity of such indebtedness; or any such
         indebtedness shall be declared to be due and payable or required to be
         prepaid (other than by a regularly scheduled required prepayment),
         redeemed, purchased or defeased, or an offer to prepay, redeem,
         purchase or defease such indebtedness shall be required to be made, in
         each case, prior to the stated maturity thereof;

                  (xi) a notice of termination with respect to the Lockbox
         Agreement shall have been delivered, or a termination of the Lockbox
         Agreement shall have otherwise occurred, and a replacement Lockbox Bank
         acceptable to the Noteholder shall not have executed a Lockbox
         Agreement in form and substance satisfactory to the Noteholder within
         30 days of such notice;

                  (xii) a Change of Control or a Material Adverse Change (in the
         reasonable opinion of the Noteholder) shall have occurred with respect
         to the Issuer or the Seller;

                  (xiii) the Seller fails to maintain (a) minimum Consolidated
         Total Adjusted Equity of $75,000,000, (b) maximum leverage (total
         liabilities less all non-recourse debt/Consolidated Total Adjusted
         Equity) of six times, and (c) minimum unrestricted cash at any month
         end of $8.5 million;

                  (xiv) the Issuer shall become an investment company required
         to be registered under the Investment Company Act; or

                  (xv) any final judgment or ruling shall have been rendered
         against, or any settlement entered into by, the Seller or any
         subsidiary thereof, excluding the Issuer, which judgment, ruling or
         settlement exceeds, in the aggregate, $6,000,000 or any final judgment
         or ruling shall have been rendered against the Issuer; provided, in
         either case, that such final judgment, ruling or settlement shall have
         remained unpaid, and enforcement thereof shall have remained unstayed
         and unbonded, for a period in excess of 30 days from the date of entry
         of such judgment or ruling or the date of effectiveness of such
         settlement.

         (b) The Issuer shall deliver to the Trustee and the Noteholder, within
two days after the occurrence thereof, written notice in the form of an
Officer's Certificate of any Event of Default which has occurred or any event
which either with the giving of notice or the lapse of time, or both, 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.

                                      -25-
<PAGE>

         (c) After the earlier of the receipt of notice by the Trustee and the
date of actual knowledge by a Responsible Officer of the Trustee of the
occurrence of any Default or Event of Default hereunder, the Trustee shall give
prompt written notice to the Noteholder of each such Default or Event of Default
hereunder so known to the Trustee.

         SECTION 5.2 RIGHTS UPON EVENT OF DEFAULT. If an Event of Default or a
Funding Termination Event specified in clauses (i) through (iii) of the
definition thereof shall have occurred and be continuing, the Noteholder may,
and with respect to an Event of Default pursuant to Section 5.1(a)(v) hereof,
the Noteholder shall declare the Note to be immediately due and payable at par,
together with accrued interest thereon. In addition, if an Event of Default
shall have occurred and be continuing, the Noteholder may exercise any of the
remedies specified in SECTION 5.4.

         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, the
Noteholder may, by written notice to the Issuer and the Trustee, rescind and
annul such declaration and its consequences if the Issuer has paid or deposited
with the Trustee a sum sufficient to pay:

                  (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) If an Event of Default occurs and is continuing, the Trustee may in
its discretion subject to the prior written consent of the Noteholder and shall,
at the direction of the Noteholder, proceed to protect and enforce its rights
and the rights of the Noteholder by such appropriate Proceedings as the Trustee
or the Noteholder shall deem most effective to protect and enforce any such


                                      -26-
<PAGE>

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.

         (c) [RESERVED].

         (d) 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
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

                  (iv) to file such proofs of claim and other papers or
         documents as may be necessary or advisable in order to have the claims
         of the 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.

                                      -27-
<PAGE>

         (e) 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.

         (f) 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.

         (g) In any proceedings brought by the Trustee (and also any proceedings
involving the interpretation of any provision of this Indenture or any other
Basic Document), 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 Noteholder 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;

                  (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.

         SECTION 5.5 OPTIONAL PRESERVATION OF THE RECEIVABLES. 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


                                      -28-
<PAGE>

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. Unless the Note shall be held by the
initial Holder or an affiliate thereof, 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:

                  (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; and

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

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 other Holder of the
Note or to obtain or to seek to obtain priority or preference over any other
Holder or to enforce any right under this Indenture, except in the manner herein
provided and it being understood that if the Note is held by the initial Holder
or an affiliate thereof, the Holder may directly 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.

                                      -29-
<PAGE>

         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 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 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 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 [RESERVED].

         SECTION 5.13 WAIVER OF PAST DEFAULTS. Prior to the declaration of the
acceleration of the maturity of the Note as provided in SECTION 5.2, the
Noteholder 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.

                                      -30-
<PAGE>

         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 SALE OF TRUST ESTATE.

         (a) To the extent permitted by applicable law, the Trustee shall not in
any private sale sell to a third party the Trust Estate, or any portion thereof
unless,

                  (i) the Noteholder consents to or directs the Trustee in
         writing to make such sale; or

                  (ii) the proceeds of such sale would be not less than the sum
         of all amounts due on the entire unpaid principal amount of the Note
         and interest due or to become due thereon in accordance with Section
         5.6 hereof on the Settlement Date next succeeding the date of such
         sale.

         (b) For any public sale of the Trust Estate, the Trustee shall have
provided the Noteholder with notice of such sale at least two weeks in advance
of such sale which notice shall specify the date, time and location of such
sale.

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

                  (i) the Noteholder may bid for and purchase the property
         offered for sale, and may hold, retain, possess and dispose of such
         property, without further accountability, and the Noteholder may, in
         paying the purchase money therefor, deliver in lieu of cash any
         Outstanding Note or claims for interest thereon for credit in the
         amount that shall, upon distribution of the net proceeds of such sale,
         be payable thereon, and the Note, in case the amounts so payable
         thereon shall be less than the amount due thereon, shall be returned to
         the Noteholder after being appropriately stamped to show such partial
         payment;

                                      -31-
<PAGE>

                  (ii) the Trustee shall execute and deliver an appropriate
         instrument of conveyance transferring its interest in any portion of
         the Trust Estate in connection with a sale thereof; and

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

         (d) The method, manner, time, place and terms of any sale of all or any
portion of the Trust Estate shall be commercially reasonable.

                                   ARTICLE VI

                                   THE TRUSTEE

         SECTION 6.1 DUTIES OF TRUSTEE. 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.

         (a) 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 each of
         the other Basic Documents to which it is a party 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.

         (b) 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

                                      -32-
<PAGE>

                  (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.

         (c) 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.

         (d) 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.

         (e) 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.

         (f) 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.

         (g) The Trustee shall permit any representative of 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.

         (h) 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.

         (i) 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.

         (j) 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 the Noteholder 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.

                                      -33-
<PAGE>

         (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 the Noteholder, pursuant to the provisions of
this Indenture, unless the Noteholder 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.

         (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 Noteholder; 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


                                      -34-
<PAGE>

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 Noteholder notice of the Default within three (3) Business
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. 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 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.

         (a) 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.

                                      -35-
<PAGE>

         SECTION 6.8 REPLACEMENT OF TRUSTEE. The Issuer may, with the consent of
the Noteholder, and at the request of the Noteholder, 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 Noteholder;

                  (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 Noteholder. If the Issuer fails to appoint such a
successor Trustee, the Noteholder may appoint a successor Trustee.

         A successor Trustee shall deliver a written acceptance of its
appointment to the retiring Trustee, the Noteholder 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 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 the
Noteholder 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.

         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 and the Noteholder prior written notice of any such transaction.

         (a) 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


                                      -36-
<PAGE>

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.
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 Noteholder 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 Noteholder of the appointment of any co-trustee or separate trustee shall
be required under Section 6.8 hereof.

         (a) 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.

         (b) 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.

                                      -37-
<PAGE>

         (c) 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 Noteholder upon request.

         SECTION 6.12 [RESERVED].

         SECTION 6.13 APPOINTMENT AND POWERS. Subject to the terms and
conditions hereof, the Noteholder 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 Noteholder, 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. The Noteholder hereby authorizes
the Trustee to take such action on its behalf, and to exercise such rights,
remedies, powers and privileges hereunder, as the Noteholder 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 Noteholder 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
Noteholder in accordance with this Indenture. The Trustee shall not be required
to take any discretionary actions hereunder except at the written direction of
the Noteholder 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.

                                      -38-
<PAGE>

         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 Noteholder 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 Noteholder except for negligence,
bad faith or willful misconduct in carrying out its duties to the Noteholder.
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 Noteholder 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.

         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 Noteholder 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 Noteholder at any time,
with or without cause, by an instrument or concurrent instruments in writing
delivered to the Trustee 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 Noteholder of an Opinion of Counsel to the effect described in Section 3.4.

                                      -39-
<PAGE>

         (c) ACCEPTANCE BY SUCCESSOR. The Noteholder 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, the Noteholder 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 the Noteholder 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 the Noteholder 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 the Noteholder as follows:

         (a) 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.

         (b) 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) 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) 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,


                                      -40-
<PAGE>

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 NOTEHOLDER. The Trustee shall comply with
notices and instructions given by the Issuer only if accompanied by the written
consent of the Noteholder, 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 Noteholder alone in the place and stead of the
Issuer.



                                   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.

                                      -41-
<PAGE>

         (a) The Trustee shall, at such time as there is no Note outstanding 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, a
copy of each of which shall also be delivered to the Noteholder.

         (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 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 INDENTURES

         With the prior written consent of the Noteholder 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:

                  (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 Noteholder, 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;

                                      -42-
<PAGE>

                  (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

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

                  (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;

                  (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;

                                      -43-
<PAGE>

                  (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 Noteholder;

                  (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
         Noteholder of the security provided by the lien of this Indenture.

         (b) Unless otherwise specified by the Noteholder, 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 Noteholder,
whether theretofore or thereafter authenticated and delivered hereunder. The
Trustee shall not be liable for any such determination made in good faith.

         (c) Unless otherwise specified by the Noteholder, 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
Noteholder 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.

                                      -44-
<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, and the
respective rights, limitations of rights, obligations, duties, liabilities and
immunities under this Indenture of the Trustee, the Issuer and the Noteholder
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.

                                    ARTICLE X

                        REPAYMENT AND PREPAYMENT OF NOTE

         SECTION 10.1 REPAYMENT OF THE NOTE; OPTIONAL PREPAYMENT OF THE NOTE. If
the Facility Termination Date is determined in accordance with subsection (I) of
the definition thereof, the outstanding principal balance of the Note and all
accrued and unpaid interest thereon will be amortized and shall be payable in
full by the Final Scheduled Settlement Date. If the Facility Termination Date is
determined in accordance with subsection (II) of the definition thereof, such
Facility Termination Date will result in immediate acceleration of the Note
pursuant to Section 5.2 hereof. If the Facility Termination Date is determined
in accordance with subsection (III) of the definition thereof, the outstanding
principal balance of the Note and all accrued and unpaid interest thereon will
be amortized and shall be payable in full by the third Settlement Date following
the relevant anniversary of the Closing Date. The Issuer may, at its option,
prepay the Invested Amount of the Note, in whole or in part, at any time and
without premium or penalty on any Business Day (such day the "PREPAYMENT DATE")
in accordance with Section 10.2; provided that no such prepayment may occur
unless and until all amounts due and payable in respect of clauses (i) through
(iii) and (vii) of Section 5.7(a) of the Sale and Servicing Agreement have been
paid in full. Simultaneous with any such prepayment, the Issuer shall pay all
accrued and unpaid interest on the Invested Amount to be prepaid.

         SECTION 10.2 NOTICE OF PREPAYMENT. 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 five (5) days prior to the related Prepayment Date, to
the Noteholder. All notices of prepayment shall state (i) the Prepayment Date,
(ii) the Invested Amount to be prepaid, and (iii) the accrued and unpaid
interest on the Invested Amount to be prepaid. Failure to give notice of
prepayment, or any defect therein, to the Noteholder shall not impair or affect
the validity of such prepayment.

         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 paid to the Noteholder. 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, such
principal and/or interest shall be reinstated in an amount equal to the amount
returned by the Noteholder. No provision of this Indenture shall require the
payment or permit the collection of interest in excess of the maximum permitted
by applicable law.

                                      -45-
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

         SECTION 11.1 COMPLIANCE CERTIFICATES AND OPINIONS, ETC. 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, with a copy of each to the Noteholder, (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, with a
copy thereof to the Noteholder, 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.

                                      -46-
<PAGE>

         (c) 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, with a copy thereof to the Noteholder, 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.

         (d) 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. 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.

         (a) 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.

         (b) 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.

         (c) 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.

                                      -47-
<PAGE>

         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
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, NOTEHOLDER AND RATING
AGENCIES. 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 by 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 Noteholder 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:

                                      -48-
<PAGE>

                  To the Noteholder:

                  1285 Avenue of the Americas, 11th Floor
                  New York, New York  10019
                  Attention:  Tamer El-Rayess

                  Telephone:  (212) 713-2738
                  Telecopy:  (212) 713-7999


         (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 10007 and (ii) in the case of S&P, at the following
address: Standard & Poor's Ratings Services, 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 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.

                                      -49-
<PAGE>

         SECTION 11.8 SUCCESSORS AND ASSIGNS; THIRD PARTY BENEFICIARY. 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. The successors and assigns
of the Noteholder shall be third party beneficiaries to the provisions of this
Indenture and shall be entitled to rely upon and to directly enforce the
provisions of this Indenture.

         SECTION 11.9 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.

         SECTION 11.10 LEGAL HOLIDAYS. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the 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 11.11 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 11.12 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 11.13 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) 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 11.14 ISSUER OBLIGATION. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Seller, the
Servicer 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 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 or the
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Seller, the Servicer or the Trustee or of any successor or assign of
the Seller, the Servicer or the Trustee in its individual capacity, except as
any such Person may have expressly agreed (it being understood that the Trustee
has no 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.

                                      -50-
<PAGE>

         SECTION 11.15 NO PETITION. The Trustee, by entering into this
Indenture, hereby covenants and agrees that it 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.

         SECTION 11.16 INSPECTION. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Noteholder or the Trustee,
during the Issuer's normal business hours, to examine all the books of account,
records, reports, and other papers of the Issuer, to make copies and extracts
therefrom, to cause such books to be audited by independent certified public
accountants, and to discuss the Issuer's affairs, finances and accounts with the
Issuer's officers, employees, and independent certified public accountants, all
at such reasonable times and as often as may be reasonably requested. The
Trustee 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.

         SECTION 11.17 ENTIRE AGREEMENT. This Agreement, together with the other
Basic Documents, including the exhibits and schedules thereto, contains a final
and complete integration of all prior expressions by the parties hereto with
respect to the subject matter hereof and shall constitute the entire agreement
among the parties hereto with respect to the subject matter hereof, superseding
all previous oral statements and other writings with respect thereto.

                                      -51-
<PAGE>

         IN WITNESS WHEREOF, the Issuer, the Trustee and the Noteholder 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.

                             PAGE FUNDING LLC, as Issuer

                             By:___________________________________________
                             Name:_________________________________________
                             Title:________________________________________


                             WELLS FARGO BANK, NATIONAL ASSOCIATION, as Trustee

                             By:___________________________________________
                             Name:_________________________________________
                             Title:________________________________________


                             UBS REAL ESTATE SECURITIES INC., as Noteholder

                             By:___________________________________________
                             Name:_________________________________________
                             Title:________________________________________



                             By:___________________________________________
                             Name:_________________________________________
                             Title:________________________________________

                                      -52-