<PAGE>

                                                                   Exhibit 10.49

               ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2000-A

                   Class A-1 7.09% Equipment Loan Backed Notes
               Class A-2 Floating Rate Equipment Loan Backed Notes
                   Class B-1 9.00% Equipment Loan Backed Notes
               Class B-2 Floating Rate Equipment Loan Backed Notes

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

                                    INDENTURE

                          Dated as of November 28, 2000

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

                              The Bank of New York,
                         a New York banking corporation,
                                Indenture Trustee
<PAGE>

                                TABLE OF CONTENTS

ARTICLE I
      DEFINITIONS AND INCORPORATION BY REFERENCE                               3
      SECTION 1.1       Definitions                                            3

ARTICLE II
      THE NOTES                                                                3
      SECTION 2.1       Form                                                   3
      SECTION 2.2       Execution, Authentication and Delivery                 4
      SECTION 2.3       Temporary Notes                                        5
      SECTION 2.4       Registration; Registration of Transfer
                        and Exchange of Notes                                  5
      SECTION 2.5       Mutilated, Destroyed, Lost or Stolen Notes             7
      SECTION 2.6       Persons Deemed Noteholders                             7
      SECTION 2.7       Payment of Principal and Interest                      8
      SECTION 2.8       Cancellation of Notes                                  9
      SECTION 2.9       Release of Trust Estate                                9
      SECTION 2.10      Book-Entry Notes                                       9
      SECTION 2.11      Notices to Clearing Agency                            10
      SECTION 2.12      Definitive Notes                                      10
      SECTION 2.13      ALER as Noteholder                                    11
      SECTION 2.14      Tax Treatment                                         11
      SECTION 2.15      Restrictions on Transfer                              11
      SECTION 2.16      Rule 144A                                             18

ARTICLE III
      COVENANTS                                                               19
      SECTION 3.1       Payment of Principal and Interest                     19
      SECTION 3.2       Maintenance of Agency Office                          19
      SECTION 3.3       Money for Payments To Be Held in Trust                19
      SECTION 3.4       Existence                                             21
      SECTION 3.5       Protection of Trust Estate; Acknowledgment
                        of Pledge                                             21
      SECTION 3.6       Opinions as to Trust Estate                           22
      SECTION 3.7       Performance of Obligations; Servicing of Loans;
                        Consent to Amendments                                 23
      SECTION 3.8       Negative Covenants                                    24
      SECTION 3.9       Annual Statement as to Compliance                     24
      SECTION 3.10      Consolidation, Merger, etc., of Issuer;
                        Disposition of


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                        Trust Assets                                          25
      SECTION 3.11      Successor or Transferee                               27
      SECTION 3.12      No Other Business                                     27
      SECTION 3.13      No Borrowing                                          27
      SECTION 3.14      Guarantees, Loans, Advances and
                        Other Liabilities                                     27
      SECTION 3.15      Servicer's Obligations                                27
      SECTION 3.16      Capital Expenditures                                  27
      SECTION 3.17      Removal of Administrator                              28
      SECTION 3.18      Restricted Payments                                   28
      SECTION 3.19      Notice of Events of Default                           28
      SECTION 3.20      Further Instruments and Acts                          28
      SECTION 3.21      Indenture Trustee's Assignment of
                        Administrative Loans, Substituted Loans,
                        Warranty Loans and Other Loans                        28
      SECTION 3.22      Representations and Warranties by the
                        Issuer to the Indenture Trustee and the Insurer       29
      SECTION 3.23      Compliance with Laws                                  29
      SECTION 3.24      Indemnity for Liability Claims                        29
      SECTION 3.25      Use of Proceeds                                       30

ARTICLE IV
      SATISFACTION AND DISCHARGE                                              30
      SECTION 4.1       Satisfaction and Discharge of Indenture               30
      SECTION 4.2       Application of Trust Money                            31
      SECTION 4.3       Repayment of Monies Held by Paying Agent              31
      SECTION 4.4       Duration of Position of Indenture Trustee for
                        Benefit of Certificateholders                         32

ARTICLE V
      DEFAULT AND REMEDIES                                                    32
      SECTION 5.1       Events of Default                                     32
      SECTION 5.2       Acceleration of Maturity; Rescission
                        and Annulment                                         33
      SECTION 5.3       Collection of Indebtedness and Suits for
                        Enforcement by Indenture Trustee                      34
      SECTION 5.4       Remedies; Priorities                                  36
      SECTION 5.5       Optional Preservation of the Trust Estate             38
      SECTION 5.6       Limitation of Suits                                   38
      SECTION 5.7       Unconditional Rights of Noteholders To Receive
                        Principal and Interest                                39
      SECTION 5.8       Restoration of Rights and Remedies                    39
      SECTION 5.9       Rights and Remedies Cumulative                        39
      SECTION 5.10      Delay or Omission Not a Waiver                        39


                                       ii
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      SECTION 5.11      [Reserved.]                                           39
      SECTION 5.12      Waiver of Past Defaults                               40
      SECTION 5.13      Undertaking for Costs                                 40
      SECTION 5.14      Waiver of Stay or Extension of Laws                   40
      SECTION 5.15      Action on Notes                                       41
      SECTION 5.16      Performance and Enforcement of Certain
                        Obligations                                           41

ARTICLE VI
      THE INDENTURE TRUSTEE                                                   42
      SECTION 6.1       Duties of Indenture Trustee                           42
      SECTION 6.2       Rights of Indenture Trustee                           43
      SECTION 6.3       Indenture Trustee May Own Notes                       45
      SECTION 6.4       Indenture Trustee's Disclaimer                        45
      SECTION 6.5       Notice of Defaults and Events of Default              45
      SECTION 6.6       Reports by Indenture Trustee to Holders               45
      SECTION 6.7       Compensation; Indemnity                               45
      SECTION 6.8       Replacement of Indenture Trustee                      46
      SECTION 6.9       Merger or Consolidation of Indenture Trustee          47
      SECTION 6.10      Appointment of Co-Indenture Trustee or Separate
                        Indenture Trustee                                     48
      SECTION 6.11      Eligibility; Disqualification                         49
      SECTION 6.12      [Reserved.]                                           50
      SECTION 6.13      Representations and Warranties of Indenture
                        Trustee                                               50
      SECTION 6.14      Indenture Trustee May Enforce Claims Without
                        Possession of Notes                                   51
      SECTION 6.15      Suit for Enforcement                                  51
      SECTION 6.16      Rights of the Controlling Party to
                        Direct Indenture Trustee                              51
      SECTION 6.17      Ambac Policy                                          51

ARTICLE VII
      NOTEHOLDERS' LISTS AND REPORTS                                          52
      SECTION 7.1       Issuer To Furnish Indenture Trustee Names and
                        Addresses of Noteholders.                             52
      SECTION 7.2       Preservation of Information, Communications
                        to Noteholders                                        53
      SECTION 7.3       [Reserved.]                                           53
      SECTION 7.4       Reports by Indenture Trustee                          53

ARTICLE VIII
      ACCOUNTS, DISBURSEMENTS AND RELEASES                                    53
      SECTION 8.1       Collection of Money                                   53


                                      iii
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      SECTION 8.2       Designated Accounts; Payments                         54
      SECTION 8.3       General Provisions Regarding Accounts                 57
      SECTION 8.4       Release of Trust Estate                               57
      SECTION 8.5       Opinion of Counsel                                    58
      SECTION 8.6       Additional Payments to Indenture Trustee
                        and Insurer                                           58

ARTICLE IX
      AMENDMENTS                                                              58
      SECTION 9.1       Amendments Without Consent of Noteholders             58
      SECTION 9.2       Amendments With Consent of Noteholders; Waivers       60
      SECTION 9.3       Execution of Amendments or Waivers                    61
      SECTION 9.4       Effect of Amendments or Waivers                       62
      SECTION 9.5       [Reserved.]                                           62
      SECTION 9.6       Reference in Notes to Amendments and Waivers          62

ARTICLE X
      REDEMPTION OF NOTES                                                     62
      SECTION 10.1      Redemption                                            62
      SECTION 10.2      Form of Redemption Notice                             63
      SECTION 10.3      Notes Payable on Redemption Date                      63

ARTICLE XI
      MISCELLANEOUS                                                           63
      SECTION 11.1      Compliance Certificates and Opinions, etc             63
      SECTION 11.2      Form of Documents Delivered to Indenture Trustee      65
      SECTION 11.3      Acts of Noteholders and the Insurer                   66
      SECTION 11.4      Notices, etc., to Indenture Trustee, Issuer,
                        the Insurer and Rating Agencies                       67
      SECTION 11.5      Notices to Noteholders; Waiver                        67
      SECTION 11.6      Alternate Payment and Notice Provisions               67
      SECTION 11.7      [Reserved.]                                           67
      SECTION 11.8      Effect of Headings and Table of Contents              67
      SECTION 11.9      Successors and Assigns                                68
      SECTION 11.10     Separability                                          68
      SECTION 11.11     Benefits of Indenture                                 68
      SECTION 11.12     Legal Holidays                                        68
      SECTION 11.13     Governing Law                                         68
      SECTION 11.14     Counterparts                                          69
      SECTION 11.15     Recording of Indenture                                69
      SECTION 11.16     No Recourse                                           69
      SECTION 11.17     No Petition                                           69


                                       iv
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      SECTION 11.18     Inspection                                            70
      SECTION 11.19     Assignment                                            70
      SECTION 11.20     Survival of Agreement                                 70


                                       v
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EXHIBITS

Exhibit A-1A    -     Form of Class A-1 Rule 144A Global Note
Exhibit A-1S    -     Form of Class A-1 Temporary Regulation S Global Note
Exhibit A-2A    -     Form of Class A-2 Rule 144A Global Note
Exhibit A-2S    -     Form of Class A-2 Temporary Regulation S Global Note
Exhibit A-3     -     Form of Regulation S Certification
Exhibit B-1     -     Form of Class B-1 Note
Exhibit B-2     -     Form of Class B-2 Note
Exhibit C       -     Form of Note Depository Agreement
Exhibit D       -     Form of Euroclear/Clearstream Certification
Exhibit E       -     Locations of Schedule of Loans
Exhibit F       -     Transfer Certificate for Class A Notes
Exhibit G       -     Transfer Certificate for Class B Notes


                                       vi
<PAGE>

            INDENTURE, dated as of November 28, 2000 between ALLIANCE LAUNDRY
EQUIPMENT RECEIVABLES TRUST 2000-A, a Delaware business trust (the "Issuer"),
and THE BANK OF NEW YORK, a New York banking corporation, as trustee and not in
its individual capacity (the "Indenture Trustee").

            Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Notes, the Insurer and
(only to the extent expressly provided herein) the Certificateholders:

                                 GRANTING CLAUSE

            The Issuer hereby Grants to the Indenture Trustee at the Closing
Date, as trustee for the benefit of the Noteholders, the Insurer and (only to
the extent expressly provided herein) the Certificateholders (together, the
"Beneficiaries") to secure the Issuer's obligations under the Notes and the
Basic Documents to which it is a party, all of the Issuer's right, title and
interest in, to and under:

      (a) the Initial Loans, and any Substitute Loans and Replacement Loans,
without limitation, including all documents and all documents and instruments
evidencing or governing the Loans and all related Loan Files, listed and to be
listed, as applicable, on the Schedule of Loans which is on file with the
Indenture Trustee and all monies paid or payable thereon (including Liquidation
Proceeds) on or after or due and payable, but in each case not paid, as of the
related Cutoff Date;

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

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

      (d) with respect to the Loans, any Guaranties and proceeds thereof, and
all rights and benefits thereunder;

      (e) the Lockbox and the Lockbox Account and all funds on deposit from time
to time in the Lockbox or in the Lockbox Account and all proceeds thereof;

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


                                       1
<PAGE>

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

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

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

      (j) any Warranty Payments and Administrative Purchase Payments;

      (k) the Ambac Policy; and

      (l) all present and future claims, demands, causes and chooses in action
in respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind
and other forms of obligations and loans, instruments and other property which
at any time constitute all or part of or are included in the proceeds of any of
the foregoing (all of the Issuer's right, title and interest in, to and under
the items in (a) through (l) being referred to as the "Trust Estate").

            The foregoing Grant is made in trust to secure the payment of
principal of and interest on, and any other amounts owing in respect of the
Notes of a class equally and ratably without prejudice, priority or distinction,
and among the class of Notes in accordance with the priorities set forth herein
and to secure compliance with the provisions of this Indenture, all as provided
in this Indenture. This Indenture constitutes a security agreement under the
UCC.

            The foregoing Grant includes all rights, powers and options (but
none of the obligations, if any) of the Issuer under any agreement or instrument
included in the Trust Estate, including the immediate and continuing right to
claim for, collect, receive and give receipt for principal and interest payments
in respect of the Loans included in the Trust Estate and all other monies
payable under the Trust Estate, to give and receive notices and other
communications, to make waivers or other agreements, to exercise all rights and
options, to bring Proceedings in the


                                       2
<PAGE>

name of the Issuer or otherwise and generally to do and receive anything that
the Issuer is or may be entitled to do or receive under or with respect to the
Trust Estate.

            The Indenture Trustee, as trustee on behalf of the Noteholders, the
Insurer and (only to the extent expressly provided herein) the
Certificateholders, acknowledges such Grant and accepts the trusts under this
Indenture in accordance with the provisions of this Indenture.

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

                                    ARTICLE I
                   DEFINITIONS AND INCORPORATION BY REFERENCE

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

                                   ARTICLE II
                                   THE NOTES

      SECTION 2.1 Form.

            Each of the Class A-1 Notes, Class A-2 Notes, Class B-1 Notes and
Class B-2 Notes, with the Indenture Trustee's certificate of authentication,
shall be substantially in the form set forth in Exhibits A-1A and A-1S, with
respect to the Class A-1 Notes, Exhibits A-2A and A-2S with respect to the Class
A-2 Notes, and Exhibits B-1 and B-2 with respect to the Class B Notes, with such
appropriate insertions, omissions, substitutions and other variations as are
required or permitted by this Indenture, and each such class may have such
letters, numbers or other


                                       3
<PAGE>

marks of identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

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

            The Class A Notes in substantially the form set forth in Exhibit
A-1A and A-2A shall represent the Class A Notes which have been issued and sold
to the Initial Purchaser pursuant to the Note Purchase Agreement and resold by
the Initial Purchaser in reliance upon the exemption from registration under the
Securities Act (the "Rule 144A Global Note").

            The Class A Notes in substantially the form set forth in Exhibits
A-1S and A-2S shall initially represent the Class A Notes which have been issued
and sold to the Initial Purchaser pursuant to the Note Purchase Agreement and
resold by the Initial Purchaser to non-U.S. Persons in reliance upon the
exemption from registration under the Securities Act provided by Regulation S
(the "Temporary Regulation S Global Notes"). The Temporary Regulation S Global
Notes will not be exchangeable for Definitive Notes in any circumstances.

            Interests in the Temporary Regulation S Global Notes may be
exchanged in accordance with the terms thereof for interests in the Permanent
Regulation S Global Notes not earlier than the day following the last day of the
Distribution Compliance Period (the "Exchange Date"). Such exchange shall be
made only upon certification as to non-U.S. beneficial ownership as described in
Section 2.02(g) hereof.

            On or before the Exchange Date the Indenture Trustee will execute
permanent global notes (the "Permanent Regulation S Global Notes," together with
the Rule 144A Global Note and the Temporary Regulation S Global Notes, the
"Global Notes") representing Temporary Regulation S Global Notes for each of the
Class A-1 Notes and the Class A-2 Notes. The Permanent Regulation S Global Notes
will be issued and delivered in exchange for all or part of the interests in the
Temporary Regulation S Global Notes of the applicable series upon presentation
to the Indenture Trustee through the Clearing Agency by Euroclear and
Clearstream of a certification of non-U.S. beneficial ownership, substantially
in the form attached to such Temporary Regulation S Global Note.


                                       4
<PAGE>

      SECTION 2.2 Execution, Authentication and Delivery.

            Each Note shall be dated the date of its authentication. Each Class
A Note shall be issuable as a registered Note in the minimum denomination of
$1,000 and in integral multiples of $1,000 in excess thereof, and each Class B
Note shall be issuable as a registered Note in the minimum denomination of
$500,000 and in integral multiples of $1,000 in excess thereof (except, in each
case if applicable, for one Note representing a residual portion of each class
which may be issued in a different denomination).

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

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

            The Indenture Trustee shall upon Issuer Order authenticate and
deliver to or upon the order of the Issuer, the Notes for original issue in
aggregate principal amount of $128,195,000, comprised of (i) Class A-1 Notes in
the aggregate principal amount of $71,544,000, (ii) Class A-2 Notes in the
aggregate principal amount of $52,517,000, (iii) Class B-1 Notes in the
aggregate principal amount of $2,384,000 and (iv) Class B-2 Notes in the
aggregate principal amount of $1,750,000. The aggregate principal amount of all
Notes outstanding at any time may not exceed $128,195,000 except as provided in
Section 2.5.

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

      SECTION 2.3 Temporary Notes.

            Pending the preparation of Definitive Notes, if any, the Issuer may
execute, and upon receipt of an Issuer Order the Indenture Trustee shall
authenticate and deliver, such Temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations as are
consistent with the terms of this Indenture as the officers executing such Notes
may determine, as evidenced by their execution of such Notes.


                                       5
<PAGE>

            If Temporary Notes are issued, the Issuer shall cause Definitive
Notes to be prepared without unreasonable delay. After the preparation of
Definitive Notes, the Temporary Notes shall be exchangeable for Definitive Notes
upon surrender of the Temporary Notes at the Agency Office without charge to the
Noteholder. Upon surrender for cancellation of any one or more Temporary Notes,
the Issuer shall execute and the Indenture Trustee shall authenticate and
deliver in exchange therefor a like principal amount of Definitive Notes of
authorized denominations. Until so delivered in exchange, the Temporary Notes
shall in all respects be entitled to the same benefits under this Indenture as
Definitive Notes.

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

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

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

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

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


                                       6
<PAGE>

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

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

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

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

      SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes.

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


                                       7
<PAGE>

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

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

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

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

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


                                       8
<PAGE>

      SECTION 2.7 Payment of Principal and Interest.

            Interest on each class of Notes shall accrue in the manner set forth
in Exhibit A-1A, A-1S, A-2A, A-2S, B-1 or B-2, as applicable, at the applicable
Interest Rate for such class, and such interest shall be due and payable on each
Distribution Date, regardless of whether funds are available therefor, and shall
be paid in accordance with the priorities set forth in Section 8.2, as specified
in the form of Note set forth in Exhibits A-1A, A-1S, A-2A, A-2S, B-1 or B-2, as
applicable. Any instalment of interest payable on any Note shall be punctually
paid or duly provided for by a deposit by or at the direction of the Issuer or
the Servicer into the Note Distribution Account on or prior to the applicable
Distribution Date for payment to Noteholders on such Distribution Date and shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered in the Note Register on the applicable Record Date, by check
mailed first-class, postage prepaid to such Person's address as it appears on
the Note Register on such Record Date; provided, however, that, unless and until
Definitive Notes have been issued pursuant to Section 2.12, with respect to
Notes registered on the applicable Record Date in the name of the Note
Depository (initially, Cede & Co.), payment shall be made by wire transfer in
immediately available funds to the account designated by the Note Depository.

            The principal of each class of Notes shall be due and payable in
full on the Final Scheduled Distribution Date for such class and, to the extent
of funds available therefor, due and payable in instalments on the Distribution
Dates (if any) preceding the Final Scheduled Distribution Date for such class,
in the amounts and in accordance with the priorities set forth in Section
8.2(c), (d), (e), (f), (g), (h) or (i) as applicable. All principal payments on
each class of Notes shall be made pro rata to the Noteholders of such class
entitled thereto. Any instalment of principal payable on any Note shall be
punctually paid or duly provided for by a deposit by or at the direction of the
Indenture Trustee into the Note Distribution Account prior to the applicable
Distribution Date for payment to Noteholders on such Distribution Date and shall
be paid to the Person in whose name such Note (or one or more Predecessor Notes)
is registered in the Note Register on the applicable Record Date, by check
mailed first-class, postage prepaid to such Person's address as it appears on
the Note Register on such Record Date; provided, however, that, unless and until
Definitive Notes have been issued pursuant to Section 2.12, with respect to
Notes registered on the Record Date in the name of the Note Depository, payment
shall be made by wire transfer in immediately available funds to the account
designated by the Note Depository, except for: (i) the final instalment of
principal on any Note; and (ii) the Redemption Price for the Notes redeemed
pursuant to Section 10.1, which, in each case, shall be payable as provided in
Section 2.7(e) and Section 10.2. The funds represented by any such checks in
respect of interest or principal returned undelivered shall be held in
accordance with Section 3.3.

            [Reserved.]

            [Reserved.]


                                       9
<PAGE>

            With respect to any Distribution Date on which the final instalment
of principal and interest on a class of Notes is to be paid, the Indenture
Trustee shall notify each Noteholder of such class of record as of the Record
Date for such Distribution Date of the fact that the final instalment of
principal of and interest on such Note is to be paid on such Distribution Date.
Such notice shall be sent (i) on such Record Date by facsimile, with respect to
Book-Entry Notes; and (ii) not later than three Business Days after such Record
Date in accordance with Section 11.5(a) with respect to Definitive Notes or
Class B Notes, and shall specify that such final instalment shall 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 instalment
and the manner in which such payment shall be made. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.
Within sixty days of the surrender pursuant to this Section 2.7(e) or
cancellation pursuant to Section 2.8 of all of the Notes of a particular class,
the Indenture Trustee shall provide each of the Rating Agencies with written
notice stating that all Notes of such class have been surrendered or canceled.

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

      SECTION 2.9 Release of Trust Estate. The Indenture Trustee shall release
property from the lien of this Indenture, other than as expressly permitted by
Sections 3.21, 8.2, 8.4, and 10.1 of this Indenture and Section 5.05 of the
Pooling and Servicing Agreement, only upon receipt of an Issuer Request
accompanied by an Officer's Certificate and, if the Insurer is the Controlling
Party, with the Insurer's consent, and otherwise solely in accordance with the
express provisions of this Indenture.

      SECTION 2.10 Book-Entry Notes. The Class A Notes, upon original issuance,
shall be issued in the form of a typewritten Note or Notes representing the
Book-Entry Notes, to be


                                       10
<PAGE>

delivered to The Depository Trust Company, the initial Clearing Agency, by or on
behalf of the Issuer. Such Class A Note or Class A Notes shall be registered on
the Note Register in the name of the Note Depository (initially, Cede & Co.) and
no Note Owner shall receive a Definitive Note representing such Note Owner's
interest in such Class A Note, except as provided in Section 2.12. Unless and
until Definitive Notes have been issued to the Note Owners of the Class A Notes
pursuant to Section 2.12:

(a)   the provisions of this Section 2.10 shall be in full force and effect;

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

(c)   to the extent that the provisions of this Section 2.10 conflict with any
      other provisions of this Indenture, the provisions of this Section 2.10
      shall control;

(d)   the rights of the Note Owners shall be exercised only through the Clearing
      Agency and shall be limited to those established by law and agreements
      between such Note Owners and the Clearing Agency and/or the Clearing
      Agency Participants and unless and until Definitive Notes are issued
      pursuant to Section 2.12 for the Class A Notes, the initial Clearing
      Agency shall make book-entry transfers between the Clearing Agency
      Participants and receive and transmit payments of principal of and
      interest on the Class A Notes to such Clearing Agency Participants,
      pursuant to the Note Depository Agreement; and

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

      SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Holders of the Class A Notes is required under this
Indenture, unless and until Definitive Notes shall have been issued to Note
Owners pursuant to Section 2.12 for the Class A Notes, the Indenture Trustee
shall give all such notices and communications specified herein to be given to
Holders of the Class A Notes to the Clearing Agency and shall have no other
obligation to the Note Owners.


                                       11
<PAGE>

      SECTION 2.12 Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities with respect to the Class A
Notes and the Issuer is unable to locate a qualified successor; (ii) the
Administrator, at its option, advises the Indenture Trustee in writing that it
elects to terminate the book-entry system through the Clearing Agency; or (iii)
after the occurrence of an Event of Default or a Servicer Default, Note Owners
representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Notes in book-entry form advise the Clearing Agency
and the Indenture Trustee in writing that the continuation of a book-entry
system through the Clearing Agency is no longer in the best interests of the
Note Owners, then the Indenture Trustee shall notify all Note Owners and the
Clearing Agency of the occurrence of any such event and of the availability of
Definitive Notes to Note Owners requesting the same. Upon surrender to the
Indenture Trustee of the typewritten Class A Note or Class A Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute and the Indenture Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Indenture Trustee
shall be liable for any delay in delivery of such instructions and may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes, the Indenture Trustee shall recognize the
Holders of the Definitive Notes as Noteholders. The Class B Notes shall at all
times be in the form of Definitive Notes.

      SECTION 2.13 ALER as Noteholder. ALER in its individual or any other
capacity may become the owner or pledgee of Notes and may otherwise deal with
the Issuer or its affiliates with the same rights it would have if it were not
ALER.

      SECTION 2.14 Tax Treatment. The Issuer in entering into this Indenture,
and the Noteholders and the Note Owners, by acquiring any Note or interest
therein, (i) express their intention that the Notes qualify under applicable tax
law as indebtedness secured by the Trust Estate, and (ii) unless otherwise
required by appropriate taxing authorities, agree to treat the Notes as
indebtedness secured by the Trust Estate for the purpose of federal income
taxes, state and local income and franchise taxes, and any other taxes imposed
upon, measured by or based upon gross or net income.

      SECTION 2.15 Restrictions on Transfer.

            (A) The Class A Notes. The Class A Notes shall not be registered
under the Securities Act or the securities or "Blue Sky" laws of any other
jurisdiction. Consequently, the Class A Notes shall not be transferable other
than pursuant to any exemption from the registration requirements of the
Securities Act and satisfaction of certain other provisions specified in this
Section 2.15(a). Except for the transfers of the Class A Notes on the Closing
Date by the Seller,


                                       12
<PAGE>

no sale, pledge or other transfer of any Class A Note (or interest therein) may
be made by any Person unless such sale, pledge or other transfer is made (A) to
a QIB in a transaction which meets the requirements of Rule 144A, (B) in an
offshore transaction in accordance with Rules 903 and 904 of Regulation S, or
(C) pursuant to another exemption available under the Securities Act. In the
case of clause (C), the Indenture Trustee shall require (A) that the prospective
transferee certify to the Indenture Trustee and the Seller in writing the facts
surrounding such transfer and the status of such transferee, which certification
shall be substantially in the form of the certificate attached hereto as Exhibit
F, and (B) a written opinion of counsel (which shall not be at the expense of
the Issuer, the Owner Trustee, the Servicer, the Seller, the Certificateholders
or the Indenture Trustee), satisfactory to the Indenture Trustee and the Seller,
to the effect that such transfer will not violate the Securities Act. None of
the Seller, the Servicer, the Certificateholders, the Issuer, the Owner Trustee
or the Indenture Trustee shall be obligated to register any Class A Notes under
the Securities Act, qualify any Class A Notes under the securities or "Blue Sky"
laws of any state or provide registration rights to any purchaser or holder
thereof.

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

            (a) The purchaser is (A) is a QIB, is acquiring the Class A Notes
      for its own account or for the account of such QIB, and is aware that the
      sale of the Class A Notes to it is being made in reliance on Rule 144A, or
      (B) is not a U.S. person and is purchasing the notes in an offshore
      transaction in accordance with Regulation S.

            (b) The Class A Notes have not been and will not be registered under
      the Securities Act, any state securities or "blue sky" law, and may not be
      reoffered, resold, pledged or otherwise transferred except to (A) a person
      whom the seller reasonably believes is a QIB that purchases for its own
      account or for the account of another QIB and is aware that the sale of
      the notes to it is being made in reliance on Rule 144A, (B) in an offshore
      transaction in accordance with Rules 903 and 904 of Regulation S, or (C)
      pursuant to another exemption available under the Securities Act, and, in
      each case in accordance with all applicable securities and "Blue Sky" laws
      of any state of the United States or any other jurisdiction, and the
      purchaser will, and each subsequent holder is required to, notify any
      subsequent purchaser of such Class A Note from it of the resale
      restrictions referred to in this Section 2.15(a).

            (c) The Class A Notes will bear a legend set forth in clause (iii)
      below.

            (d) The Class A Notes will initially be represented by a beneficial
      interest in one or more notes for each class deposited with a custodian
      for and registered in the name of a nominee of The Depository Trust
      Company and in accordance with the rules of The Depository Trust Company.


                                       13
<PAGE>

            (e) If it is acquiring any Class A Notes as a fiduciary or agent for
      one or more investor accounts, it has sole investment discretion with
      respect to each such account and that it has full power to make the
      acknowledgments, representation and agreements contained in this Section
      2.15(a) on behalf of such account.

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

            (g) It understands that, during the Distribution Compliance Period,
      a beneficial interest in a Temporary Regulation S Global Note may not be
      transferred to a U.S. person unless the beneficial interest in the
      Temporary Regulation S Global Note is exchanged for a beneficial interest
      in a Rule 144A Global Note, and then only if such exchange occurs in
      connection with a transfer pursuant to Rule 144A under the Securities Act
      and the transferor first delivers to the Indenture Trustee a written
      certificate to the effect that such transfer is being made to a person
      that the transferor reasonably believes is a QIB purchasing for its own
      account or the account of a QIB in a transaction meeting the requirements
      of Rule 144A under the Securities Act and in accordance with all
      applicable securities laws of all U.S. states and other jurisdictions.

            (h) It understands that beneficial interests in a Rule 144A Global
      Note may be transferred to a person that takes delivery in the form of an
      interest in a Temporary Regulation S Global Note, prior to the expiration
      of the Distribution Compliance Period, only if the transferor first
      delivers to the Indenture Trustee a written certificate to the effect that
      such transfer is being made in accordance with Rule 904 of Regulation S
      under the Securities Act.

            (i) It understands that any beneficial interest in one of the Global
      Notes that is transferred to a person that takes delivery in the form of
      an interest in another Global Note will, upon transfer, cease to be an
      interest in the first such Global Note and will become an interest in the
      other Global Note and, accordingly, will thereafter be subject


                                       14
<PAGE>

      to all transfer restrictions and other procedures applicable to such
      beneficial interest in such other Global Note for so long as it remains
      such an interest.

            (j) It acknowledges that the Indenture Trustee will not be required
      to accept for registration of transfer any notes acquired by it, except
      upon presentation of evidence satisfactory to the Seller and the Indenture
      Trustee that the restrictions set forth in this Section 2.15(a) have been
      complied with.

            (k) It acknowledges that the Seller, the Originator, the Initial
      Purchaser and others will relay on the truth and accuracy of the
      acknowledgments, representations and agreements set forth in this Section
      2.15(a).

      Each Class A Note shall bear the following legends:

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

      THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE SECURITIES OR BLUE SKY
      LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT
      THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY
      (1) PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE 144A") TO A PERSON
      THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER
      WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING FOR ITS OWN ACCOUNT
      OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE HOLDER HAS
      INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR OTHER TRANSFER
      IS BEING MADE IN RELIANCE ON RULE 144A, (2) IN AN OFFSHORE TRANSACTION IN
      ACCORDANCE WITH RULES 903 AND 904 OF REGULATION S OR (3) PURSUANT TO
      ANOTHER EXEMPTION UNDER THE 1933 ACT, AS CONFIRMED BY AN OPINION OF
      COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE SELLER WHICH OPINION
      AND COUNSEL ARE


                                       15
<PAGE>

      SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, AND, IN EACH CASE,
      IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE
      UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

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

            (B) The Class B Notes. The Class B Notes shall not be registered
under the Securities or the securities or "Blue Sky" laws of any other
jurisdiction. Consequently, the Class B Notes shall not be transferable other
than pursuant to an exemption from the registration requirements of the
Securities Act and satisfaction of certain other provisions specified in this
Section 2.15(b). Except for the transfers of the Class B Notes on the Closing
Date by the Seller, no sale, pledge or other transfer of any Class B Note (or
interest therein) may be made by any Person unless such sale, pledge or other
transfer is made (A) to a QIB in a transaction which meets the requirements of
Rule 144A, (B) through Lehman Brothers Inc. to an Institutional Accredited
Investor in a transaction approved by Lehman Brothers Inc. or (C) pursuant to
another exemption available under the Securities Act. In each such case, (A) the
Indenture Trustee shall require that the prospective transferee certify to the
Indenture Trustee and the Seller in writing the facts surrounding such transfer
and the status of such transferee, which certification shall be substantially in
the form of the certificate attached hereto as Exhibit G, and (B) in the case of
sales, pledges and transfers pursuant to clauses (B) or (C) above, the Indenture
Trustee shall require a written opinion of counsel (which shall not be at the
expense of the Issuer, the Owner Trustee, the Servicer, the Seller, the
Certificateholders or the Indenture Trustee), satisfactory to the Indenture
Trustee and the Seller, to the effect that such transfer will not violate the
Securities Act. None of the Seller, the Servicer, the Certificateholders, the
Issuer, the Owner Trustee or the Indenture Trustee shall be obligated to
register any Class B Notes


                                       16
<PAGE>

under the Securities Act, qualify any Class B Notes under the securities or
"Blue Sky" laws of any state or provide registration rights to any purchaser or
holder thereof.

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

            (a) It is an Institutional Accredited Investor or, in a transaction
      pursuant to Rule 144A, is a QIB, is acquiring the Class B Notes for its
      own account or for the account of such QIB, and is aware that the sale of
      the notes to it is being made in reliance on Rule 144A.

            (b) The Class B Notes have not been and will not be registered under
      the Securities Act, any state securities or "Blue Sky" law, and my not be
      reoffered, resold, pledged or otherwise transferred except (A) to a person
      whom the seller reasonably believes is a QIB that purchases for its own
      account or for the account of another QIB and is aware that the sale of
      the notes to it is being made in reliance on Rule 144A, (B) through Lehman
      Brothers Inc. to an Institutional Accredited Investor in a transaction
      approved by Lehman Brothers Inc. or (C) pursuant to another exemption
      available under the Securities Act, and, in each case in accordance with
      all applicable securities and "Blue Sky" laws of any state of the United
      States or any other jurisdiction, and the purchaser will, and each
      subsequent holder is required to, notify any subsequent purchaser of such
      note from it of the resale restrictions referred to in this Section
      2.15(b).

            (c) The Class B Notes will bear a legend to the effect set forth in
      clause (iii) below.

            (d) If it is acquiring any notes as a fiduciary or agent for one or
      more investor accounts, it has sole investment discretion with respect to
      each such account and that it has full power to make the acknowledgments,
      representations and agreements contained herein on behalf of such account.

            (e) It represents, warrants and covenants that either (A) it is not
      a Benefit Plan Investor or (B) at the time of acquisition and through the
      period it holds the Class B Notes (1) it is eligible for and meets the
      requirements of Department of Labor Prohibited Transaction Transaction
      Class Exemption 95-60, (2) less than 25% of the assets of such general
      account are (or represent) assets of a Benefit Plan Investor, and (3) it
      is not a service provider to the trust, or an affiliate of the foregoing,
      and would not otherwise be excluded under 29 C.F.R. 2510.3-101(f)(1).

            (f) It represents and warrants that it, or that it is an entity
      wholly owned (directly or indirectly) by not more than five entities each
      of which, (i) is properly classified as a


                                       17
<PAGE>

      "corporation" as described in Section 7701(a)(3) of the Code which is
      created or organized under the laws of the United States, any State
      thereof or the District of Columbia, (ii) is not an S corporation as
      described in Section 1361 of the Code and (iii) will not knowingly take
      any action which will cause it not to be classified as a "corporation".

            (g) It confirms that it has neither acquired nor will it sell, trade
      or transfer any interest in any Class B Note or cause an interest in any
      Class B Note to be marketed on or through (i) an "established securities
      market" within the meaning of Section 7704(b)(1) of the Code and any
      proposed, temporary or final treasury regulation thereunder, including,
      without limitation, an over- the-counter market or an interdealer
      quotation system that regularly disseminates firm buy or sell quotations
      or (ii) "secondary market" or "substantial equivalent thereof" within the
      meaning of Section 7704(b)(2) of the Code and any proposed, temporary or
      final treasury regulation thereunder, including a market wherein interests
      in the Class B Notes are regularly quoted by any person making a market in
      those interests and a market wherein any person regularly quoted by any
      person making a market in those interests and a market wherein any person
      regularly makes available bid or offer quotes with respect to interests in
      the Class B Notes and stands ready to effect buy or sell transactions at
      the quoted prices for itself or on behalf of others. Any purported
      transfer, assignment or other conveyance of any Class B Note in
      contravention of Section 2.15(b)(7) will be null and void ab initio and
      the purported transferor will continue to be treated as the holder of such
      Class B Note and the purported transferee will not be recognized as a
      Class B Noteholder by the Issuer, the Servicer or the Indenture Trustee.

            (h) Notwithstanding the foregoing, at no time will the aggregate
      number of Private Holders of the Class B Notes exceed 100. Any purported
      transfer, assignment or other conveyance (including any participation) of
      the Class B Notes in contravention of the immediately preceding sentence
      will be null and void ab initio and the purported transferor will continue
      to be treated as the holder of those Class B Notes and the purported
      transferee will not be recognized as a Class B Noteholder by the Issuer,
      the Servicer or the Indenture Trustee. "Private Holder" means each holder
      of a right to receive interest or principal in respect of any direct or
      indirect interest in the trust, including any financial instrument or
      contract the value of which is determined in whole or part by reference to
      the trust (including the trust's assets, income of the trust or
      distributions made by the trust), excluding any interest in the trust
      represented by any series or class of certificates or any other interests
      as to which the trustee of the trust has received an opinion of counsel to
      the effect that that series, class or other interest will be treated as
      debt or otherwise not as an equity interest in either the trust or the
      receivables for federal income tax purposes (unless that interest is
      convertible or exchangeable into an interest in the trust or the trust's
      income or that interest provides for payment of


                                       18
<PAGE>

      equivalent value). Notwithstanding the immediately preceding sentence,
      "Private Holder" will also include any other person that the Issuer
      determines is a "partner" within the meaning of Section 1.7704-1(h)(1)(ii)
      of the U.S. Treasury Regulations (including by reason of Section
      1.7704-1(h)(3)) or any successor provision of law. Any person holding more
      than one interest in the trust, each of which separately would cause that
      person to be a Private Holder, will be treated as a single Private Holder.
      Each holder of an interest in a Private Holder which is a partnership, S
      Corporation or a grantor trust under the Code will be treated as a Private
      Holder unless excepted with the consent of the Issuer (which consent will
      be based on an opinion of counsel generally to the effect that the action
      taken pursuant to the consent will not cause the trust to become a
      publicly traded partnership treated as a corporation). Notwithstanding
      anything to the contrary herein, each Class B Noteholder, and each holder
      of any class of any series if with respect to such class no opinion is
      delivered to the effect that the certificates of such class will be
      treated as debt for federal income tax purposes will be considered to be a
      Private Holder.

            (i) The purchaser acknowledges that the Indenture Trustee will not
      be required to accept for registration of transfer any notes acquired by
      it, except upon presentation of evidence satisfactory to the Seller and
      the Indenture Trustee that the restrictions set forth in this Section
      2.15(b) have been complied with.

            (j) The purchaser acknowledges that the Seller, the Originator, the
      Placement Agent and others will relay on the truth and accuracy of the
      acknowledgments, representations and agreements set forth in this Section
      2.15(b).

      Each Class B Note shall bear the following legends:

      THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT
      OF 1933, AS AMENDED (THE "1933 ACT"), OR UNDER THE STATE SECURITIES OR
      BLUE SKY LAW OF ANY STATE. THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
      AGREES THAT THIS NOTE MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE
      TRANSFERRED ONLY (1) PURSUANT TO RULE 144A UNDER THE 1933 ACT ("RULE
      144A") TO A PERSON THAT THE HOLDER REASONABLY BELIEVES IS A QUALIFIED
      INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE 144A (A "QIB"), PURCHASING
      FOR ITS OWN ACCOUNT OR A QIB PURCHASING FOR THE ACCOUNT OF A QIB, WHOM THE
      HOLDER HAS INFORMED, IN EACH CASE, THAT THE REOFFER, RESALE, PLEDGE OR
      OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (2) THROUGH LEHMAN
      BROTHERS INC. TO AN INSTITUTIONAL "ACCREDITED INVESTOR" (AS DEFINED UNDER
      RULE 501(a)(1)-(3), (7) OR IN LIMITED CIRCUMSTANCES (8) UNDER THE 1933
      ACT) IN A TRANSACTION APPROVED BY


                                       19
<PAGE>

      LEHMAN BROTHERS INC. OR (3) PURSUANT TO ANOTHER EXEMPTION UNDER THE 1933
      ACT, IN THE CASES OF CLAUSES (2) OR (3), AS CONFIRMED BY AN OPINION OF
      COUNSEL ADDRESSED TO THE INDENTURE TRUSTEE AND THE SELLER WHICH OPINION
      AND COUNSEL ARE SATISFACTORY TO THE INDENTURE TRUSTEE AND THE SELLER, AND,
      IN EACH CASE, IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY
      STATE OF THE UNITED STATES AND ANY OTHER APPLICABLE JURISDICTIONS.

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

      THE CLASS B NOTES ARE NOT GUARANTEED OR INSURED BY A GOVERNMENTAL AGENCY
      OR INSTRUMENTALITY OR BY ANY OTHER PERSON.

      THE CLASS B NOTES ARE SUBORDINATED IN RIGHT OF PAYMENT TO THE CLASS A
      NOTES AS PROVIDED IN THE INDENTURE.

      Any purported transfer, assignment or other conveyance of any Class B Note
in contravention of Section 2.15(b)(7) will be null and void ab initio and the
purported transferor will continue to be treated as the holder of such Class B
Note and the purported transferee will not be recognized as a Class B Noteholder
by the Issuer, the Servicer or the Indenture Trustee. In addition, at no time
will the aggregate number of Private Holders of the Class B Notes exceed 100.
Any purported transfer, assignment or other conveyance (including any
participation) of the Class B Notes in contravention of the immediately
preceding sentence will be null and void ab initio and the purported transferor
will continue to be treated as the holder of those Class B


                                       20
<PAGE>

Notes and the purported transferee will not be recognized as a Class B
Noteholder by the Issuer, the Servicer or the Indenture Trustee.

      SECTION 2.16 Rule 144A. The Issuer shall furnish, if it shall have
received such information from ALER, upon the request of any Noteholder, to such
Noteholder and a prospective purchaser designated by such Noteholder the
information required to be delivered under Rule 144A(d)(4) under the 1933 Act if
at the time of such request the Issuer is not a reporting company under Section
13 or Section 15(d) of the Exchange Act, and any of the Notes are "restricted
securities" within the meaning of Rule 144(a)(3) under the 1933 Act at such
time.

                                   ARTICLE III
                                    COVENANTS

      SECTION 3.1 Payment of Principal and Interest . The Issuer shall duly and
punctually pay the principal of and interest on the Notes in accordance with the
terms of the Notes and this Indenture. On each Distribution Date and on the
Redemption Date (if applicable), the Indenture Trustee shall distribute amounts
on deposit in the Note Distribution Account to the Noteholders in accordance
with Sections 2.7 and 8.2, less amounts properly withheld under the Code by any
Person from a payment to any Noteholder of interest and/or principal. Any
amounts so withheld shall be considered as having been paid by the Issuer to
such Noteholder for all purposes of this Indenture.

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

      SECTION 3.3 Money for Payments To Be Held in Trust.

            As provided in Section 8.2, all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the
Note Distribution


                                       21
<PAGE>

Account pursuant to Section 8.2 shall be made on behalf of the Issuer by the
Indenture Trustee or by another Paying Agent, and no amounts so withdrawn from
the Note Distribution Account for payments of Notes shall be paid over to the
Issuer except as provided in this Section 3.3.

            Before each Distribution Date or the Redemption Date (if
applicable), the Indenture Trustee shall deposit in the Note Distribution
Account an aggregate sum sufficient to pay the amounts then becoming due with
respect to the Notes, such sum to be held in trust for the benefit of the
Persons entitled thereto.

            The Issuer shall cause each Paying Agent other than the Indenture
Trustee to execute and deliver to the Indenture Trustee and the Insurer an
instrument in which such Paying Agent shall agree with the Indenture Trustee
(and if the Indenture Trustee acts as Paying Agent, it hereby so agrees),
subject to the provisions of this Section 3.3, that such Paying Agent shall:

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

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

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

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

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

            The Issuer may at any time, for the purpose of obtaining the
satisfaction and discharge of this Indenture or for any other purpose, by Issuer
Order direct any Paying Agent to pay to the Indenture Trustee all sums held in
trust by such Paying Agent, such sums to be held by the Indenture Trustee upon
the same trusts as those upon which the sums were held by


                                       22
<PAGE>

such Paying Agent; and upon such payment by any Paying Agent to the Indenture
Trustee, such Paying Agent shall be released from all further liability with
respect to such money.

            Subject to applicable laws with respect to escheat of funds, and, if
the Insurer is the Controlling Party, with the prior written consent of the
Insurer, any money held by the Indenture Trustee or any Paying Agent in trust
for the payment of any amount due with respect to any Note and remaining
unclaimed for one year after such amount has become due and payable shall be
discharged from such trust and be paid by the Indenture Trustee to the Issuer on
Issuer Request; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer for payment thereof (but only to the
extent of the amounts so paid to the Issuer), and all liability of the Indenture
Trustee or such Paying Agent with respect to such trust money shall thereupon
cease; provided, however, that the Indenture Trustee or such Paying Agent,
before being required to make any such payment, may at the expense of the Issuer
cause to be published once, in the eastern edition of The Wall Street Journal,
notice that such money remains unclaimed and that, after a date specified
therein, which shall neither be less than 30 days nor more than six months from
the date of such publication, the Issuer shall be entitled to all unclaimed
funds and other assets which remain subject hereto, and the Indenture Trustee
upon written direction from the Servicer (a copy of which shall be provided by
the Indenture Trustee to the Insurer) shall transfer such funds to the Issuer
and shall be discharged of any responsibility for such funds and the Noteholders
shall look only to the Issuer for payment; provided, further, that if such money
or any portion thereof had been previously deposited by the Insurer with the
Indenture Trustee for the payment of principal or interest on the Notes, to the
extent any amounts are owing to the Insurer, such amounts shall be paid promptly
to the Insurer upon receipt by the Indenture Trustee of a written request from
the Insurer and the Holder of such Note shall thereafter, as an unsecured
creditor look only, first, to the Issuer for payment thereof (but only to the
extent of the amounts so paid to the Issuer) and then to the Insurer (but then
only to the extent of the amounts so paid to the Insurer). The Indenture Trustee
may also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such payment (including, but not limited to, mailing
notice of such payment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in monies due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

      SECTION 3.4 Existence. Except as otherwise permitted by Section 3.10, the
Issuer shall keep in full effect its existence, rights and franchises as a
business trust under the laws of the State of Delaware (unless it becomes, or
any successor Issuer hereunder is or becomes, organized under the laws of any
other State or of the United States of America, in which case the Issuer shall
keep in full effect its existence, rights and franchises under the laws of such
other jurisdiction) and shall obtain and preserve its qualification to do
business in each jurisdiction in which such qualification is or shall be
necessary to protect the validity and


                                       23
<PAGE>

enforceability of this Indenture, the Notes, the Trust Estate and each other
instrument or agreement included in the Trust Estate.

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

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

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

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

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

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

and the Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute any financing statement, continuation statement or
other instrument which may be necessary, desirable or required by the Indenture
Trustee pursuant to this Section 3.5; provided, however, that the Issuer shall
not be required to file financing statements with respect to any Exempt
Collateral.


                                       24
<PAGE>

      SECTION 3.6 Opinions as to Trust Estate.

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

            On or before April 15 in each calendar year, beginning April 15,
2001, the Issuer shall furnish to the Indenture Trustee and the Insurer an
Opinion of Counsel, in form and substance reasonably acceptable to the Indenture
Trustee and the Insurer, either stating that, in the opinion of such counsel,
such action has been taken with respect to the recording, filing, re-recording
and refiling of this Indenture, any amendments hereto and any other requisite
documents and with respect to the execution and filing of any financing
statements and continuation statements as is necessary to maintain the lien and
security interest created by this Indenture and reciting the details of such
action or stating that in the opinion of such counsel no such action is
necessary to maintain the lien and security interest created by this Indenture,
covering the matters covered by the opinion given pursuant to Section 3.6(a)
above and such other matters of law (including changes in law dealing with
perfection and priority of liens) as are customary in similar transactions. Such
Opinion of Counsel shall also describe the recording, filing, re-recording and
refiling of this Indenture, any amendments hereto and any other requisite
documents and the execution and filing of any financing statements and
continuation statements with respect to the Trust Estate consistent with the
opinion provided pursuant to Section 3.6(a) above and such other matters of law
as are customary in similar transactions that will, in the opinion of such
counsel, be required to maintain the lien and security interest (except with
respect to Exempt Collateral) of this Indenture until April 15 in the following
calendar year.


                                       25
<PAGE>

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

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

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

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

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

            Without derogating from the absolute nature of the assignment
granted to the Indenture Trustee under this Indenture or the rights of the
Indenture Trustee hereunder, the Issuer agrees that it shall not, without the
prior written consent of the Indenture Trustee and, if the Insurer is the
Controlling Party, the Insurer, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, any of the Basic Documents or the terms thereof or any
portion of the Trust Estate other than those specifically permitted through the
action of the Servicer under Section 3.07(c) of the Pooling and Servicing
Agreement, or waive timely performance or observance by the


                                       26
<PAGE>

Servicer or ALER under the Pooling and Servicing Agreement or the Purchase
Agreement, the Administrator under the Administration Agreement or ALS under the
Purchase Agreement; provided, however, that, notwithstanding the foregoing, no
action specified in the proviso to Section 9.2 shall be taken except in
compliance with Section 9.2. If any such amendment, modification, supplement,
termination, waiver or surrender shall be so consented to by the Indenture
Trustee and, if the Insurer is the Controlling Party, the Insurer, the Issuer
agrees, promptly following a request by the Indenture Trustee or, so long as the
Insurer is the Controlling Party, the Insurer to do so, to execute and deliver,
in its own name and at its own expense, such agreements, instruments, consents
and other documents as the Indenture Trustee or, so long as the Insurer is the
Controlling Party, the Insurer may deem necessary or appropriate in the
circumstances.

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

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

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

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

(d)   either (i) permit the validity or effectiveness of this Indenture to be
      impaired, or permit the lien of this Indenture to be amended,
      hypothecated, subordinated, terminated or discharged, or permit any Person
      to be released from any covenants or obligations with respect to the Notes
      under this Indenture except as may be expressly permitted hereby, (ii)
      permit any lien, charge, excise, claim, security interest, mortgage or
      other encumbrance (other than the lien of this Indenture) to be created on
      or extend to or otherwise arise upon or burden the Trust Estate or any
      part thereof or any interest


                                       27
<PAGE>

      therein or the proceeds thereof (other than tax liens, mechanics' liens
      and other similar liens that arise by operation of law, in each case on
      Equipment and arising solely as a result of an action or omission of the
      related Obligor), (iii) permit the lien of this Indenture not to
      constitute a valid first priority security interest in the Trust Estate
      (other than with respect to (x) any such tax, mechanics' or other similar
      liens and (y) Exempt Collateral) or (iv) so long as the Insurer is the
      Controlling Party, amend or modify the provisions of the other Basic
      Documents without the consent of the Insurer.

      SECTION 3.9 Annual Statement as to Compliance. The Issuer shall deliver to
the Indenture Trustee and the Insurer, with a copy to each of the Rating
Agencies and the Initial Purchaser, on or before April 15 of each year,
beginning April 15, 2001, an Officer's Certificate signed by an Authorized
Officer, dated as of the immediately preceding December 31, stating that:

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

(b)   to the best of such Authorized Officer's knowledge, based on such review,
      the Issuer has complied in all material respects with all conditions and
      covenants under this Indenture and has fulfilled in all material respects
      all of its obligations under this Indenture throughout such year, or, if
      there has been a default in such compliance of any such condition or
      covenant or in the fulfillment of any such obligation, specifying each
      such default known to such Authorized Officer and the nature and status
      thereof. A copy of such certificate may be obtained by any Noteholder by a
      request in writing to the Issuer addressed to the Corporate Trust Office
      of the Indenture Trustee.

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

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

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

(b)   immediately after giving effect to such merger or consolidation, no
      Default or Event of Default or Portfolio Trigger shall have occurred and
      be continuing;


                                       28
<PAGE>

(c)   the Rating Agency Condition shall have been satisfied with respect to such
      transaction and such Person for each then outstanding class of Notes;

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

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

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

(g)   if the Insurer is the Controlling Party, the Insurer shall have in its
      sole discretion consented to such merger or consolidation.

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

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

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

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

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


                                       29
<PAGE>

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

            (v) the Rating Agency Condition shall have been satisfied with
      respect to such transaction and such Person for each then outstanding
      class of Notes;

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

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

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

            (ix) if the Insurer is the Controlling Party, the Insurer in its
      sole discretion shall have consented to such sale, conveyance, exchange,
      transfer or disposition.

      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.

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

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


                                       30
<PAGE>

accomplish the foregoing or are incidental thereto, as set forth in Section 2.3
of the Trust Agreement.

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

      SECTION 3.14 Guarantees, Loans, Advances and Other Liabilities. Except as
contemplated by this Indenture or the other Basic Documents, the Issuer shall
not make any loan or advance or credit to, or guarantee (directly or indirectly
or by an instrument having the effect of assuring another's payment or
performance on any obligation or capability of so doing or otherwise), endorse
or otherwise become contingently liable, directly or indirectly, in connection
with the obligations, stocks or dividends of, or own, purchase, repurchase or
acquire (or agree contingently to do so) any stock, obligations, assets or
securities of, or any other interest in, or make any capital contribution to,
any other Person.

      SECTION 3.15 Servicer's Obligations. The Issuer shall use its best efforts
to cause the Servicer to comply with its obligations under Sections 3.10, 4.01
and 4.02 of the Pooling and Servicing Agreement.

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

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

      SECTION 3.18 Restricted Payments. Except for payments of principal or
interest on or redemption of the Notes as expressly permitted pursuant to this
Indenture, so long as any Notes are Outstanding, the Ambac Policy is outstanding
or any amounts are owed to the Insurer under the Insurance Agreement, the Issuer
shall not, directly or indirectly:

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


                                       31
<PAGE>

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

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

provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, ALER, the Insurer, the Indenture Trustee, the Owner Trustee and
the Certificateholders solely to the extent expressly permitted by, and to the
extent funds are available for such purpose under, the Pooling and Servicing
Agreement, the Trust Agreement or the other Basic Documents. The Issuer shall
not, directly or indirectly, make payments to or distributions from the
Collection Account except in accordance with the Basic Documents.

      SECTION 3.19 Notice of Events of Default. The Issuer agrees to give the
Indenture Trustee, the Insurer and the Rating Agencies prompt written notice but
in any event no later than within 2 Business Days (with a copy to the Initial
Purchaser), if it has knowledge thereof, of any Default, Event of Default, Early
Payout Event, Servicer Default, each default on the part of ALER or ALS of its
respective obligations under the Pooling and Servicing Agreement and the
Purchase Agreement.

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

      SECTION 3.21 Indenture Trustee's Assignment of Administrative Loans,
Substituted Loans, Warranty Loans and Other Loans. Upon receipt of (a) the
Administrative Purchase Payment or the Warranty Payment with respect to an
Administrative Loan or Warranty Loan, (b) a Substitute Loan with respect to a
Warranty Loan, provided all conditions to the Substitute Loans have been
satisfied in full under the Basic Documents, (c) payment in full of the
outstanding Loan Balance of plus accrued interest on any Loan and any other
amounts due and owing in connection therewith upon prepayment by an obligor in
accordance with Section 3.03 of the Pooling and Servicing Agreement or (d) the
proceeds upon the sale or other disposition by the Servicer of any Defaulted
Loan or the collateral securing such Defaulted Loan in accordance with Section
3.04 of the Pooling and Servicing Agreement, the Indenture Trustee shall assign,
without recourse, representation or warranty to the Servicer, the Warranty
Purchaser or the purchaser of such Defaulted Loan or the collateral securing
such Defaulted Loan, as applicable, all of the Indenture Trustee's right, title
and interest in and to such repurchased or replaced Loan, all monies due
thereon, the security interest in the related Equipment and any accessions
thereto, any Insurance Policies and any proceeds arising thereafter with respect
to such Loan, any Guaranties and any proceeds arising thereafter with respect to
such Loan and the interests of the Indenture Trustee in certain rebates of
premiums and other amounts relating to the


                                       32
<PAGE>

Insurance Policies and any documents relating thereto, such assignment being an
assignment outright and not for security; and the Servicer, ALER, the Warranty
Purchaser or other purchaser, as applicable, shall thereupon own such Loan, and
all such security and documents, free of any further obligation to the Indenture
Trustee or the Securityholders with respect thereto.

      SECTION 3.22 Representations and Warranties by the Issuer to the Indenture
Trustee and the Insurer. The Issuer hereby represents and warrants to the
Indenture Trustee and the Insurer as of the Closing Date, each Repurchase Date
and each Substitution Date as follows:

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

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

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

      SECTION 3.24 Indemnity for Liability Claims. The Issuer shall indemnify,
defend and hold harmless the Indenture Trustee, the Noteholders and the Insurer
(which shall include any of their respective directors, employees, officers and
agents) against and from any and all costs, expenses, losses, damages, claims
and liabilities arising out of or resulting from the use, repossession or
operation of the Equipment (other than a loss in value thereof) or imposed on or
asserted against the Issuer or otherwise arising out of or based on the
arrangements created by this Indenture to the extent not paid by the Servicer
pursuant to Section 7.01 of the Pooling and Servicing Agreement and solely to
the extent that funds are available for such purpose pursuant to Section 8.2 of
this Agreement; provided further that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer under this Section
3.24 and that any such indemnified party agrees that it shall not, prior to the
date which is one year and one day after the termination of this Indenture with
respect to the Issuer pursuant to Section 4.1, acquiesce, petition or otherwise
invoke or cause the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a case against the Issuer
under any


                                       33
<PAGE>

federal or state bankruptcy, insolvency or similar law or appointing a receiver,
liquidator, assignee, trustee, custodian, sequestrator or other similar official
of the Issuer or any substantial part of its property, or ordering the winding
up or liquidation of the affairs of the Issuer.

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

                                   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 Notes and the Insurer except
as to: (i) rights of registration of transfer and exchange; (ii) substitution of
mutilated, destroyed, lost or stolen Notes; (iii) rights of Noteholders to
receive payments of principal thereof and interest thereon and the rights of the
Insurer to receive any premium or reimbursement under the Ambac Policy and the
Insurance Agreement; (iv) Sections 3.2, 3.3, 3.4, 3.5, 3.7, 3.8, 3.10, 3.11,
3.12, 3.13, 3.14, 3.16, 3.19, 3.20, 3.21 and 3.24; (v) the rights, obligations
and immunities of the Indenture Trustee and the Insurer hereunder (including the
rights of the Indenture Trustee and the Insurer under Section 6.7 and the
obligations of the Indenture Trustee under Sections 4.2 and 4.4); and (vi) the
rights of Noteholders and the Insurer as beneficiaries hereof with respect to
the property so deposited with the Indenture Trustee payable to all or any of
them, and the Indenture Trustee, on demand of and at the expense of the Issuer,
shall execute proper instruments acknowledging satisfaction and discharge of
this Indenture with respect to the Notes, if:

either:

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

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

      (A)   have become due and payable,


                                       34
<PAGE>

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

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

      and the Issuer, in the case of (A), (B) or (C) of subsection 4.1(a)(2)
      above, has irrevocably deposited or caused to be irrevocably deposited
      with the Indenture Trustee cash or direct obligations of or obligations
      guaranteed by the United States of America (which will mature prior to the
      date such amounts are due and payable), in trust for such purpose, in an
      amount sufficient to pay and discharge the entire unpaid principal and
      accrued interest on such Notes not theretofore delivered to the Indenture
      Trustee for cancellation when due on the Final Scheduled Distribution
      Dates for such Notes or the Redemption Date for such Notes (if such Notes
      are to be called for redemption pursuant to Section 10.1(a)), as the case
      may be;

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

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

      SECTION 4.2 Application of Trust Money. All monies deposited with the
Indenture Trustee pursuant to Sections 3.3 and 4.1 shall be held in trust and
applied by it in accordance with the provisions of the Notes and this Indenture
to the payment, either directly or through any Paying Agent, as the Indenture
Trustee may determine, to the Holders of the particular Notes or the Insurer for
the payment or redemption of which such monies have been deposited with the
Indenture Trustee, of all sums due and to become due thereon for principal and
interest or other amounts due and payable under the Basic Documents; but such
monies need not be segregated from other funds except to the extent required
herein or in the Pooling and Servicing Agreement or by applicable law.

      SECTION 4.3 Repayment of Monies Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to each class of
Notes, all monies then held by any Paying Agent other than the Indenture Trustee
under the provisions of this


                                       35
<PAGE>

Indenture with respect to each such class of Notes shall, upon demand of the
Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.3 and thereupon such Paying Agent shall be released from all further
liability with respect to such monies.

      SECTION 4.4 Duration of Position of Indenture Trustee for Benefit of
Certificateholders. Notwithstanding (i) the earlier payment in full of all
principal and interest due to the Noteholders under the terms of Notes of each
class, (ii) the cancellation of such Notes pursuant to Section 2.8, (iii)
payment in full of all amounts due and payable to the Insurer, (iv) the
cancellation and termination of the Ambac Policy and (v) the discharge of the
Indenture Trustee's duties hereunder with respect to such Notes and the Insurer,
the Indenture Trustee shall continue to act in the capacity as Indenture Trustee
hereunder for the benefit of the Certificateholders, and the Indenture Trustee,
for the benefit of the Certificateholders shall comply with its obligations
under Sections 5.01(a), 8.02 and 8.03 of the Pooling and Servicing Agreement, as
appropriate, until such time as all distributions in respect of the Certificates
hereunder have been paid in full.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

      SECTION 5.1 Events of Default. For the purposes of this Indenture, "Event
of Default" wherever used herein, means any one of the following events:

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

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

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

(d)   default in the observance or performance in any material respect of any
      covenant or agreement of the Issuer or the Seller (other than a covenant
      or agreement, a default in the observance or performance of which is
      specifically dealt with elsewhere in this Section 5.1), or any
      representation or warranty of the Issuer or the Seller made in


                                       36
<PAGE>

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

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

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

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

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

(i)   the failure of the Indenture Trustee to have a first priority perfected
      security interest in the Trust Estate except with respect to (i) Exempt
      Collateral and (ii) other collateral not exceeding 2.0% of the Aggregate
      Initial Loan Balance.


                                       37
<PAGE>

            The Issuer shall deliver to the Indenture Trustee and the Insurer,
within three (3) Business Days after learning of the occurrence thereof, written
notice in the form of an Officer's Certificate of any Default under Section
5.1(d), its status and what action the Issuer is taking or proposes to take with
respect thereto.

      SECTION 5.2 Acceleration of Maturity; Rescission and Annulment.

            If an Event of Default should occur and be continuing, then and in
every such case, unless the principal amount of the Notes shall have already
become due and payable, the Indenture Trustee (i) if the Insurer is the
Controlling Party, (A) acting at the written direction of the Insurer, shall or
(B) with the consent of the Insurer, may, or (ii) if the Insurer is not the
Controlling Party, may, declare all the Notes to be immediately due and payable,
by a notice in writing to the Issuer (with a copy to the Insurer, the Rating
Agencies, the Initial Purchaser and the Noteholders) setting forth the Event or
Events of Default, and upon any such declaration the unpaid principal amount of
the Notes, together with accrued and unpaid interest thereon (excluding any
Carryover Amounts) through the date of acceleration, shall become immediately
due and payable.

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


                                       38
<PAGE>

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

            The Issuer covenants that if there shall occur an Event of Default
under Section 5.1 which has not been waived pursuant to Section 5.12, in
addition to the rights available under Section 5.4, the Issuer shall, upon
demand of the Indenture Trustee or, if the Insurer is the Controlling Party upon
demand of the Indenture Trustee at the direction of the Controlling Party, pay
to the Indenture Trustee, for the benefit of the Noteholders and the Insurer in
accordance with their respective outstanding principal amounts or other amounts
owed, whether at the Final Scheduled Distribution Date or otherwise, the entire
amount then due and payable on the Notes for principal and interest, with
interest through the date of such payment on the overdue principal amount of
each class of Notes, at the rate applicable to such class of Notes, all sums
paid or advanced by or otherwise owed to the Insurer, together with interest,
and in addition thereto such further amount as shall be sufficient to cover the
costs and expenses of collection, including the reasonable compensation,
expenses, disbursements and advances of the Indenture Trustee and the Insurer
and their respective agents and counsel.

            If the Issuer shall fail forthwith to pay such amounts upon such
demand, the Indenture Trustee, in its own name and as trustee of an express
trust, (i) if the Insurer is the Controlling Party (A) at the direction of the
Insurer, shall or (B) with the consent of the Insurer, may or (ii) if the
Insurer is not the Controlling Party, may institute a Proceeding for the
collection of the sums so due and unpaid, and may prosecute such Proceeding to
judgment or final decree, and may enforce the same against the Issuer or other
obligor upon such Notes and collect in the manner provided by law out of the
property of the Issuer or other obligor upon such Notes, wherever situated, the
monies adjudged or decreed to be payable.

            If an Event of Default occurs and is continuing, the Indenture
Trustee, as more particularly provided in Section 5.4, (i) if the Insurer is the
Controlling Party (A) at the direction of the Insurer, shall or (B) with the
consent of the Insurer, may or (ii) if the Insurer is not the Controlling Party,
may, proceed to protect and enforce its rights and the rights of the Noteholders
and the Insurer, by such appropriate Proceedings as the Insurer, if the Insurer
is the Controlling Party, or the Indenture Trustee, if the Insurer is not the
Controlling Party, shall deem most effective to protect and enforce any such
rights, whether for the specific enforcement of any covenant or agreement in
this Indenture or in aid of the exercise of any power granted herein, or to
enforce any other proper remedy or legal or equitable right vested in the
Indenture Trustee by this Indenture or by applicable law.

            If there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable federal or state bankruptcy,


                                       39
<PAGE>

insolvency or other similar law, or if a receiver, assignee or trustee in
bankruptcy or reorganization, liquidator, sequestrator or similar official shall
have been appointed for or taken possession of the Issuer or its property or
such other obligor or Person, or in case of any other comparable judicial
Proceedings relative to the Issuer or other obligor upon the Notes, or to the
creditors or property of the Issuer or such other obligor, the Indenture
Trustee, irrespective of whether the principal of any Notes shall then be due
and payable as therein expressed or by declaration or otherwise and irrespective
of whether the Indenture Trustee shall have made any demand pursuant to the
provisions of this Section 5.3, shall be entitled and empowered, by intervention
in such Proceedings or otherwise:

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

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

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

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


                                       40
<PAGE>

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

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

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

      SECTION 5.4 Remedies; Priorities.

            If an Event of Default shall have occurred and be continuing and the
Notes have been accelerated under Section 5.2(a), the Indenture Trustee (i) if
the Insurer is the Controlling Party (A), at the direction of the Insurer, shall
or (B) with the consent of the Insurer, may or (ii) if the Insurer is not the
Controlling Party, may do one or more of the following (subject to Section 5.5):

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

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


                                       41
<PAGE>

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

(d)   sell the Trust Estate or any portion thereof or rights or interest
      therein, at one or more public or private sales called and conducted in
      any manner permitted by law or elect to have the Issuer maintain
      possession of the Loans and continue to apply collections on such Loans as
      if there had been no declaration of acceleration; provided, however, that
      the Indenture Trustee may not sell or otherwise liquidate the Trust Estate
      following an Event of Default and acceleration of the Notes, unless (A)
      (1) if the Insurer is the Controlling Party, the Insurer and the Holders
      of all of the aggregate Outstanding Amount of the Class B Notes which are
      not Affiliates of the Issuer consent thereto or (2) if the Insurer is not
      the Controlling Party, the Holders of all of the aggregate Outstanding
      Amount of the Notes consent thereto, or (B) the proceeds of such sale or
      liquidation distributable to the Noteholders are sufficient to discharge
      in full the principal of and the accrued interest (without regard to the
      Carryover Amount) on the Notes as of the date of such sale or liquidation
      or (C) (i) there has been an Event of Default under Section 5.1(a), (b) or
      (c) or otherwise arising from a failure to make a required payment of
      principal on any Notes, (ii) the Indenture Trustee or the Controlling
      Party determines that it is unlikely the Trust Estate will continue to
      provide sufficient funds for the payment of principal of and interest on
      the Notes as and when they would have become due if the Notes had not been
      declared due and payable, (iii) the Indenture Trustee obtains the consent
      of the Controlling Party and (iv) the Trust Estate is sold in a
      commercially reasonable sale within the meaning of the UCC. In determining
      such sufficiency or insufficiency with respect to clauses (B) and (C), the
      Indenture Trustee or the Controlling Party may, but need not, obtain and
      rely upon an opinion of an Independent investment banking or accounting
      firm of national reputation as to the feasibility of such proposed action
      and as to the sufficiency of the Trust Estate for such purpose.

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

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

      SECOND: to the Collection Account, for distribution pursuant to Section
8.2 of the Indenture.

      SECTION 5.5 Optional Preservation of the Trust Estate. If the Notes have
been declared to be due and payable under Section 5.2(a) following an Event of
Default and such declaration and its consequences have not been rescinded and
annulled in accordance with Section 5.2(b), the Indenture Trustee (i) if the
Insurer is the Controlling Party (A) at the direction


                                       42
<PAGE>

of the Insurer, shall or (B) with the consent of the Insurer, may or (ii) if the
Insurer is not the Controlling Party, may take and maintain possession of the
Trust Estate. In determining whether to take and maintain possession of the
Trust Estate, the Indenture Trustee or the Controlling Party may, but need not,
obtain and rely upon an opinion of an Independent investment banking or
accounting firm of national reputation as to the feasibility of such proposed
action (with costs so incurred reimbursable pursuant to Section 6.7 of the
Indenture or the other Basic Documents).

      SECTION 5.6 Limitation of Suits. No Noteholder shall have any right to
institute any Proceeding, judicial or otherwise, with respect to this Indenture,
or for the appointment of a receiver or trustee, or for any other remedy
hereunder, unless:

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

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

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

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

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

(f)   such Person is the Controlling Party or is a member of the Controlling
      Party;

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


                                       43
<PAGE>

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

            So long as the Insurer is the Controlling Party, nothing in this
Section 5.6 shall inhibit the right of the Insurer to institute suit or any
Proceeding for the enforcement of this Indenture.

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

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

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

      SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of the
Indenture Trustee, the Insurer or any Holder of any Note to exercise any right
or remedy accruing upon any Default or Event of Default shall impair any such
right or remedy or constitute a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article V or by
law to the Indenture Trustee, the Insurer or to the


                                       44
<PAGE>

Noteholders may be exercised from time to time, and as often as may be deemed
expedient, by the Indenture Trustee, the Insurer or by the Noteholders, as the
case may be, subject, however, to the right of the Insurer, if the Insurer is
the Controlling Party, to control any such right and remedy.

      SECTION 5.11 [Reserved.]

      SECTION 5.12 Waiver of Past Defaults.

            Prior to the declaration of the acceleration of the maturity of the
Notes as provided in Section 5.2(a), the Controlling Party may waive any past
Default or Event of Default and its consequences except a Default or Event of
Default (i) in the payment of principal of or interest on any of the Notes or
(ii) , unless such consent shall have been obtained, in respect of a covenant or
provision hereof which cannot be modified or amended without the consent of the
Holder of each Note. In the case of any such waiver, the Issuer, the Indenture
Trustee, the Insurer and the Noteholders shall be restored to their respective
former positions and rights hereunder; but no such waiver shall extend to or
affect any subsequent or other Default or Event of Default or impair any right
consequent thereto.

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

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

(a)   any Proceeding instituted by the Indenture Trustee or, if the Insurer is
      the Controlling Party, the Insurer;

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


                                       45
<PAGE>

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

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

      SECTION 5.15 Action on Notes. The Indenture Trustee's and the Insurer's,
if the Insurer is the Controlling Party, right to seek and recover judgment on
the Notes or under this Indenture shall not be affected by the seeking,
obtaining or application of any other relief under or with respect to this
Indenture. Neither the lien of this Indenture nor any rights or remedies of the
Indenture Trustee, the Insurer or the Noteholders shall be impaired by the
recovery of any judgment by the Indenture Trustee or the Insurer against the
Issuer or by the levy of any execution under such judgment upon any portion of
the Trust Estate or upon any of the assets of the Issuer. Any money or property
collected by the Indenture Trustee shall be applied in accordance with Section
5.4(b).


                                       46
<PAGE>

      SECTION 5.16 Performance and Enforcement of Certain Obligations.

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

            If an Event of Default has occurred and is continuing, the Indenture
Trustee (i) if the Insurer is the Controlling Party (A) at the direction of the
Insurer, shall or (B) with the consent of the Insurer, may or (ii) if the
Insurer is not the Controlling Party, may exercise all rights, remedies, powers,
privileges and claims of the Issuer against ALER or the Servicer under or in
connection with Basic Documents, including the right or power to take any action
to compel or secure performance or observance by ALER or the Servicer of each of
their obligations to the Issuer thereunder and to give any consent, request,
notice, direction, approval, extension or waiver under the Basic Documents, and
any right of the Issuer to take such action shall be suspended.

            [Reserved.]

            If an Event of Default has occurred and is continuing, the Indenture
Trustee (i) if the Insurer is the Controlling Party (A) at the direction of the
Insurer, shall or (B) with the consent of the Insurer, may or (ii) if the
Insurer is not the Controlling Party, may exercise all rights, remedies, powers,
privileges and claims of ALER against ALS under or in connection with the Basic
Documents, including the right or power to take any action to compel or secure
performance or observance by ALS of each of its obligations to ALER thereunder
and to give any consent, request, notice, direction, approval, extension or
waiver under the Basic Documents, and any right of ALER to take such action
shall be suspended.


                                       47
<PAGE>

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

                                   ARTICLE VI
                             THE INDENTURE TRUSTEE

      SECTION 6.1 Duties of Indenture Trustee.

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

            Except during the continuance of an Event of Default:

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

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

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

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


                                       48
<PAGE>

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

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

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

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

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

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

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

      SECTION 6.2 Rights of Indenture Trustee.

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


                                       49
<PAGE>

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

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

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

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

(a)   the Indenture Trustee shall be under no obligation to exercise any of the
      rights or powers vested in it by this Indenture at the request or
      direction of any of the Holders pursuant to this Indenture or the Insurer,
      unless the Indenture Trustee shall have security or indemnity reasonably
      satisfactory to the Indenture Trustee against the costs, expenses and
      liabilities which might be incurred by it in compliance with such request
      or direction;

(b)   the Indenture Trustee shall not be bound to make any investigation into
      the facts or matters stated in any resolution, certificate, statement,
      instrument, opinion, report, notice, request, direction, consent, order,
      bond, debenture, note, other evidence of indebtedness or other paper or
      document, but the Indenture Trustee, in its discretion, may make such
      further inquiry or investigation into such facts or matters as it may see
      fit, and if the Indenture Trustee shall determine to make such further
      inquiry or investigation, it shall be entitled to examine the books,
      records and premises of the Issuer, personally or by agent or attorney at
      the sole cost of the Issuer and shall incur no liability or additional
      liability of any kind by reason of such inquiry or investigation;

(c)   [reserved];


                                       50
<PAGE>

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

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

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

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

      SECTION 6.5 Notice of Defaults and Events of Default. If a Default or
Event of Default occurs and is continuing and if it is known to a Responsible
Officer of the Indenture Trustee, the Indenture Trustee shall mail to each
Noteholder and the Insurer notice of the Default or Event of Default within 30
days after it occurs. Except in the case of a Default or Event of Default in
payment of principal of or interest on any Note, the Indenture Trustee may
withhold the notice to any Noteholder if and so long as a committee of its
Responsible Officers in good faith determines that withholding the notice is in
the interests of Noteholders.

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


                                       51
<PAGE>

      SECTION 6.7 Compensation; Indemnity.

            The Issuer shall cause the Servicer pursuant to the Pooling and
Servicing Agreement to pay to the Indenture Trustee from time to time such
compensation for its services as shall be agreed upon from time to time in
writing. The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall cause the
Servicer pursuant to the Pooling and Servicing Agreement to reimburse the
Indenture Trustee for all reasonable out-of-pocket expenses incurred or made by
it, including costs of collection, in addition to the compensation for its
services. Such expenses shall include the reasonable compensation and expenses,
disbursements and advances of the Indenture Trustee's agents, counsel,
accountants and experts. The Issuer shall cause the Servicer pursuant to the
Pooling and Servicing Agreement to indemnify the Indenture Trustee in accordance
with Section 7.01 of the Pooling and Servicing Agreement.

            The Issuer's obligations to the Indenture Trustee pursuant to this
Section 6.7 shall survive the discharge of this Indenture and the resignation or
removal of any Indenture Trustee. When the Indenture Trustee incurs expenses
after the occurrence of a Default or Event of Default specified in Section
5.1(e) or (f) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

      SECTION 6.8 Replacement of Indenture Trustee.

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

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

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

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

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


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<PAGE>

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

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

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

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

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

            The Issuer (i) if the Insurer is the Controlling Party (A) at the
direction of the Insurer, shall or (B) with the consent of the Insurer, may or
(ii) if the Insurer is not the Controlling Party, may remove the Indenture
Trustee for (i) gross negligence, bad faith or willful misconduct or (ii)
failure or unwillingness to perform its duties under the Indenture.

            Upon acceptance of appointment by a successor Indenture Trustee as
provided in this Section 6.8, the Servicer shall mail notice of the succession
of such Indenture Trustee hereunder to the Beneficiaries (with a copy to the
Initial Purchaser). If the Servicer fails


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<PAGE>

to mail such notice within 10 days after acceptance of appointment by such
successor Indenture Trustee, then the successor Indenture Trustee shall cause
such notice to be mailed at the expense of the Servicer.

      SECTION 6.9 Merger or Consolidation of Indenture Trustee.

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

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


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<PAGE>

      SECTION 6.10 Appointment of Co-Indenture Trustee or Separate Indenture
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 or any Equipment may at the time be located, the
Indenture Trustee shall have the power and may, if the Insurer is the
Controlling Party, with the consent of the Insurer, not to be unreasonably
withheld, and, if the Insurer is the Controlling Party, at the direction of the
Controlling Party shall, 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 Noteholders and
(only to the extent expressly provided herein) the Certificateholders, such
title to the Trust Estate, or any part hereof, and, subject to the other
provisions of this Section 6.10, such powers, duties, obligations, rights and
trusts as the Indenture Trustee, or, if the Insurer is the Controlling Party,
the Insurer, may consider necessary or desirable. No co-trustee or separate
trustee hereunder shall be required to meet the terms of eligibility as a
successor trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-trustee or separate trustee shall be required under
Section 6.8. The appointment of any co-trustee or separate trustee shall not
relieve the Indenture Trustee of any of its obligations hereunder.

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

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

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

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

            Any notice, request or other writing given to the Indenture Trustee
shall be deemed to have been given to each of the then separate trustees and
co-trustees, as effectively as


                                       55
<PAGE>

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

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

      SECTION 6.11 Eligibility; Disqualification.

            The Indenture 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, (unless waived by Moody's Investors Service) it shall have a long
term unsecured debt rating of Baa3 or better by Moody's Investors Service and it
shall be domiciled in the United States.

            If a Default or Event of Default occurs and is continuing, and the
Indenture Trustee is deemed to have a conflicting interest as a result of acting
as trustee for both the Class A Notes and the Class B Notes, the Issuer shall
appoint a successor Indenture Trustee for one or both of such classes, so that
there will be separate Indenture Trustees for the Class A Notes and the Insurer,
on the one hand, and the Class B Notes on the other. No such event shall alter
the voting rights of the Class A Noteholders or Class B Noteholders under this
Indenture or any other Basic Document. However, so long as any amounts remain
unpaid with respect to the Class A Notes, only the Indenture Trustee for the
Class A Noteholders and the Insurer will have the right to exercise remedies
under this Indenture (but subject to the express provisions of Section 5.4 and
to the right of the Class B Noteholders to receive their share of any proceeds
of enforcement, subject to the subordination of the Class B Notes to the Class A
Notes as described herein) to make deposits to and withdrawals from the
Designated Accounts, hold Designated Account Property and to make distributions
to Noteholders from the Note Distribution Account. Upon repayment of the Class A
Notes and the Insurer in full and cancellation of the Ambac Policy, all rights
to exercise remedies under the Indenture will transfer to the Indenture Trustee
for the Class B Notes.


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<PAGE>

            In the case of the appointment hereunder of a successor Indenture
Trustee with respect to any class of Notes, the Issuer, the retiring Indenture
Trustee and the successor Indenture Trustee with respect to such class of Notes
shall execute and deliver an amendment hereto wherein the successor Indenture
Trustee shall accept such appointment and which (i) shall contain such
provisions as shall be necessary or desirable to transfer and confirm to, and to
vest in, the successor Indenture Trustee all the rights, powers, trusts and
duties of the retiring Indenture Trustee with respect to the Notes of the class
to which the appointment of such successor Indenture Trustee relates, (ii) if
the retiring Indenture Trustee is not retiring with respect to all classes of
Notes, shall contain such provisions as shall be deemed necessary or desirable
to confirm that all the rights, powers, trusts and duties of the retiring
Indenture Trustee with respect to the Notes of each class as to which the
retiring Indenture Trustee is not retiring shall continue to be vested in the
retiring Indenture Trustee, and (iii) shall add to or change any of the
provisions of this Indenture as shall be necessary to provide for or facilitate
the administration of the trusts hereunder by more than one Indenture Trustee,
it being understood that nothing herein or in such amendment shall constitute
such Indenture Trustees co-trustees of the same trust and that each such
Indenture Trustee shall be trustee of a trust or trusts hereunder separate and
apart from any trust or trusts hereunder administered by any other such
Indenture Trustee; and upon the execution and delivery of such amendment the
resignation or removal of the retiring Indenture Trustee shall become effective
to the extent provided therein.

      SECTION 6.12 [Reserved.]

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

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

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

(c)   the execution, delivery and performance by the Indenture Trustee of this
      Indenture and the other Basic Documents to which it is a party or is bound
      by (i) shall not violate any provision of any law or regulation governing
      the banking and trust powers of the Indenture Trustee or any order, writ,
      judgment or decree of any court, arbitrator, or governmental authority
      applicable to the Indenture Trustee or any of its assets, (ii) shall not


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<PAGE>

      violate any provision of the corporate charter or by-laws of the Indenture
      Trustee or (iii) to the best of its knowledge without independent
      investigation, shall not violate any provision of, or constitute, with or
      without notice or lapse of time, a default under, or result in the
      creation or imposition of any lien on any properties included in the Trust
      Estate pursuant to the provisions of any mortgage, indenture, contract,
      agreement or other undertaking to which it is a party, which violation,
      default or lien could reasonably be expected to have a materially adverse
      effect on the Indenture Trustee's performance or ability to perform its
      duties under this Indenture or on the transactions contemplated in this
      Indenture;

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

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

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

      SECTION 6.15 Suit for Enforcement. If an Event of Default shall occur and
be continuing, the Indenture Trustee (i) if the Insurer is the Controlling
Party, (A) at the direction of the Insurer, shall or (B) with the consent of the
Insurer, may or (ii) if the Insurer is not the Controlling Party, may, in each
case subject to the provisions of Section 6.1, proceed to protect and enforce
its rights and the rights of the Noteholders and the Insurer under this
Indenture by a Proceeding whether for the specific performance of any covenant
or agreement contained in this Indenture or in aid of the execution of any power
granted in this Indenture or for the enforcement of any other legal, equitable
or other remedy as the Indenture Trustee, being advised by counsel, shall deem
most effectual to protect and enforce any of the rights of the Indenture
Trustee, the Insurer or the Noteholders.


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<PAGE>

      SECTION 6.16 Rights of the Controlling Party to Direct Indenture Trustee.
The Controlling Party shall have the right to direct in writing the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee or exercising any trust or power conferred on the Indenture Trustee;
provided, however, that subject to Section 6.1, the Indenture Trustee shall have
the right to decline to follow any such direction if the Indenture Trustee being
advised by counsel determines that the action so directed may not lawfully be
taken, or if the Indenture Trustee in good faith shall, by a Responsible
Officer, determine that the proceedings so directed would be illegal or subject
it to personal liability or be unduly prejudicial to the rights of Noteholders
not parties to such direction; and provided, further, that nothing in this
Indenture shall impair the right of the Indenture Trustee to take any action
deemed proper by the Indenture Trustee and which is not inconsistent with such
direction by the Controlling Party.

      SECTION 6.17 Ambac Policy. If a Responsible Officer of the Indenture
Trustee at any time has actual knowledge that there will not be sufficient
available moneys in the Lockbox Account, Collection Account, Reserve Account and
Noteholders Distribution Account to make any required payment of principal on
the Final Scheduled Distribution Date for a Series of Class A Notes and interest
to the Class A Noteholders on the applicable Distribution Date as set forth on
the related Servicer's Certificate, the Indenture Trustee shall immediately
notify the Insurer or its designee by telephone, promptly confirmed in writing
by overnight mail or facsimile transmission, of the amount of such deficiency.
On each Determination Date, the Indenture Trustee shall determine from the
related Servicer's Certificate with respect to the immediately following
Distribution Date the Insured Amount, if any. If the Indenture Trustee
determines that an Insured Amount would exist, the Indenture Trustee shall
complete a notice in the form of Exhibit A to the Ambac Policy and submit such
notice to the Insurer no later than 12:00 noon New York City time on the second
Business Day preceding such Payment Date as a claim for payment in an amount
equal to the Insured Amount. Upon receipt of any Insured Payment from the
Insurer, the Indenture Trustee shall deposit such amount into the Note
Distribution Account for distribution to the Class A Noteholders. The Indenture
Trustee shall keep a complete and accurate record of all Ambac Policy proceeds
deposited into the Note Distribution Account and the allocation of such funds to
payment of interest on and principal paid in respect of any Class A Note.

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


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<PAGE>

by the Insurer of such avoided payment. Such notice shall be in addition to the
procedures set forth in the Ambac Policy for making a claim under the Ambac
Policy.

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

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

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

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

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

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


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<PAGE>

      SECTION 7.2 Preservation of Information, Communications to Noteholders.

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

      SECTION 7.3 [Reserved.]

      SECTION 7.4 Reports by Indenture Trustee.

            On each Distribution Date, the Indenture Trustee shall include with
each payment to each Noteholder and to the Insurer a copy of the statement for
the related Monthly Period as required pursuant to Section 4.09 of the Pooling
and Servicing Agreement.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      SECTION 8.1 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture
and the Pooling and Servicing Agreement and the other Basic Documents. Except as
otherwise expressly provided in this Indenture or in Article III of the Pooling
and Servicing Agreement, if any default occurs in the making of any payment or
performance under any agreement or instrument that is part of the Trust Estate,
the Indenture Trustee (i) if the Insurer is the Controlling Party (A) at the
direction of the Insurer, shall or (B) with the consent of the Insurer, may or
(ii) if the Insurer is not the Controlling Party, 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 an Event of Default under this Indenture and any
right to proceed thereafter as provided in Article V.


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<PAGE>

      SECTION 8.2 Designated Accounts; Payments.

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

            On or prior to each Determination Date, the Issuer shall cause the
Servicer to make the calculations as provided in Section 4.06 of the Pooling and
Servicing Agreement.

            Subject to the provisions of Sections 5.4(b) and 8.2(e), (f), (g),
(h) and (i), on each Distribution Date after the Closing Date, with respect to
each series of Notes and the related Pool of Loans, the Servicer shall instruct
the Indenture Trustee to make the following distributions in the following order
of priority to the extent of the Available Amount for the related Monthly Period
for that Pool:

      (1)   to the Servicer, the Monthly Advance Reimbursement Amount and any
            amounts necessary to reimburse it for advances made by it to the
            Lockbox Bank pursuant to the Lockbox Agreement to reimburse the
            Lockbox Bank for amounts transferred to the Issuer in error for the
            related Pool;

      (2)   to the Servicer, the Total Servicing Fee and the Supplemental
            Servicing Fee (but only to the extent such Supplemental Servicing
            Fees have been collected) for the related Pool;

      (3)   to the extent not paid by the Servicer, to the Owner Trustee, the
            Custodian, the Backup Servicer and the Indenture Trustee, payment of
            their respective fees, on a pro rata basis;

      (4)   to the Insurer, the portion of the premium with respect to the Ambac
            Policy payable on such Distribution Date, or any preceding
            Distribution Date to the extent not previously paid, for the related
            Pool;

      (5)   to the extent not paid by the Servicer, to the Custodian, the
            Indenture Trustee, the Backup Servicer and the Insurer, or by the
            initial Servicer to a successor Servicer, payment of reimbursable
            expenses and indemnities limited to no more than $50,000 for each
            such Person accrued following the Closing Date;


                                       62
<PAGE>

      (6)   to the Holders of Class A Notes of that Series, the Class A
            Noteholders' Interest Distributable Amount for the Class A Notes of
            that Series;

      (7)   to the Holders of Class B Notes of that Series, the Class B
            Noteholders' Interest Distributable Amount for the Class B Notes of
            that Series;

      (8)   to the Holders of Class A Notes of that Series, the Class A
            Noteholders' Principal Distributable Amount for the Class A Notes of
            that Series (or, if the Notes have been declared due and payable
            following the occurrence of an Event of Default, the outstanding
            principal balance of such Series of Class A Notes);

      (9)   to the extent not paid by funds from the other Pool, the amounts
            payable pursuant to items (1) through (8) above with respect to the
            other Series of Notes and the other Pool;

      (10)  to the Insurer, reimbursement for any prior draws made on the Ambac
            Policy for which the Insurer has not been reimbursed previously and
            interest on such amounts as described in the Insurance Agreement,
            and any Reimbursement Amounts or other unpaid amounts, first, with
            respect to that Series of Notes and, second, with respect to the
            other Series of Notes;

      (11)  first, to the Holders of Class B Notes of that Series, the Class B
            Noteholders' Principal Distributable Amount for the Class B Notes of
            that Series and, second, to the Holders of Class B Notes of the
            other Series, to the extent not paid by funds from the other Pool,
            the Class B Noteholders' Principal Distributable Amount for the
            Class B Notes of the other Series (or, if the Notes have been
            declared due and payable following the occurrence of an Event of
            Default, in each case, the outstanding principal balance of such
            Series of Class B Notes);

      (12)  to the Reserve Account, the amount, if any, necessary to increase
            the amount on deposit in the Reserve Account to the Specified
            Reserve Account Balance;

      (13)  to the Person such amounts are owed, to the extent not paid pursuant
            to clause (5) above, any other amounts, including any indemnity
            payments, payable by the Issuer to the Custodian, the Backup
            Servicer, the Indenture Trustee or the Servicer on a pro rata basis,
            based on amounts of such payments owed;


                                       63
<PAGE>

      (14)  first, to the Holders of the Class A-2 Notes, the Class A-2
            Carryover Amount and, second, to the Holders of the Class B-2 Notes,
            the Class B-2 Carryover Amount; and

      (15)  to the Certificateholder, any remaining amounts together with the
            Certificateholders' Distributable Amount.

            Any amounts payable to the Noteholders shall be deposited into the
Note Distribution Account prior to payment to the Noteholders and shall be paid
to the Noteholders from the Note Distribution Account. Any amounts payable to
the Certificateholders may be paid directly to the Certificateholders, or may be
deposited into the Certificate Distribution Account for distribution to the
Certificateholders.

            If the Available Amount is insufficient to make the entire
distributions required by clauses (6) through (8) and clause (11), the Indenture
Trustee shall withdraw available funds from the Reserve Account to the extent
available and necessary to make the distributions required by clauses (6)
through (8) and clause (11) and shall apply those funds in the order of priority
set forth above. In the event that the available funds in the Reserve Account
are insufficient to complete all of the distributions required by clauses (6)
through (8) and clause (11) for both Series of Notes, the Indenture Trustee will
apply the funds from the Reserve Account in the order of priority set forth
above pro rata between the two Series based on the amount of the insufficiency.

            If the Available Amount and the funds available from the Reserve
Account, the Lockbox Account, the Collection Account and the Note Distribution
Account to pay such amounts are insufficient to satisfy the entire distributions
required by clause (6) and, on the Final Scheduled Distribution Date for a
Series of Class A Notes, the outstanding principal amount of such Class A Notes,
the Indenture Trustee shall make a claim on the Ambac Policy to the extent
necessary to make those distributions and will apply the funds received to make
those distributions.

            If an Early Payout Event has occurred and is continuing and the
Notes have not been accelerated, all amounts that would otherwise be payable
pursuant to clauses (11), (14) or (15) will be payable as principal to the
Holders of the Class A Notes of that Series until paid in full and then to the
Holders of the Class A Notes of the other Series until paid in full until all
principal of and interest on the Class A Notes of both Series have been paid in
full.

            If the Notes have been declared due and payable following the
occurrence of an Event of Default under Section 5.1 (a), (b) or (c), all amounts
that would otherwise be payable to any person pursuant to clauses (7) and (9)
through (15), inclusive, and if the Notes


                                       64
<PAGE>

have been declared due and payable following the occurrence of any other Event
of Default, all amounts that would otherwise be payable to any Person pursuant
to clauses (9) through (15), inclusive, in each case, will be paid as principal
to the Holders of the Class A Notes of that Series until paid in full and then
to the Holders of the Class A Notes of the other Series until paid in full until
all principal of and interest on the Class A Notes of both Series have been paid
in full.

            If on any Distribution Date (i) (A) the Aggregate Loan Balance as of
the related Accounting Date plus (B) the amount in the Reserve Account on such
Distribution Date after giving effect to all deposits to and withdrawals
therefrom on such Distribution Date minus (C) the aggregate Note Principal
Balance of the Class A Notes of both Series on such Distribution Date after
giving effect to all distributions with respect to the Class A Notes on such
Distribution Date would be less than $4,049,227.28, and no Early Payout Event
has occurred and is continuing and the Notes have not been accelerated, all
amounts that would otherwise be payable pursuant to clauses (14) or (15) will be
payable to the extent of such deficiency as principal to the Holders of all of
the Class A Notes of both Series pro rata based on the outstanding principal
balance thereof until paid in full.

            In the event that any amounts that otherwise would have been payable
with respect to the Class B Notes of one Series are applied to pay amounts on or
related to the Notes of the other Series as a result of the provisions of
clauses (9) or (10), or after an Event of Default or Early Payout Event as
described above, no amounts will be payable on the Class B Notes of the other
Series until an equal amount that otherwise would have been payable to the Class
B Notes of the other Series have been applied to the Class B Notes of the Series
in question or the Class B Notes of the Series in question have been paid in
full.

            If on any Distribution Date after giving effect to all of the
deposits, withdrawals, payments and distributions to be made on such date
pursuant to clauses (1) through (15) above, the amount on deposit in the Reserve
Account would equal or exceed the amount necessary to pay the Notes in full, the
Indenture Trustee shall withdraw available funds from the Reserve Account to the
extent available and necessary to pay the Notes in full and shall apply those
funds to make such payments.

      SECTION 8.3 General Provisions Regarding Accounts.

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


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

      SECTION 8.4 Release of Trust Estate.

            Subject to the payment of its fees and expenses pursuant to Section
6.7, the Indenture Trustee (i) if the Insurer is the Controlling Party (A) at
the direction of the Insurer, shall or (B) with the consent of the Insurer, may
or (ii) if the Insurer is not the Controlling Party, may and when required by
the provisions of this Indenture shall, execute instruments to release property
in the Trust Estate from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, solely in accordance with the express provisions
of this Indenture. No party relying upon an instrument executed by the Indenture
Trustee as provided in this Article VIII shall be bound to ascertain the
Indenture Trustee's authority, inquire into the satisfaction of any conditions
precedent or see to the application of any monies.

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

      SECTION 8.5 Opinion of Counsel. The Indenture Trustee and the Insurer
shall receive at least seven days' notice when the Indenture Trustee is
requested by the Issuer to take any action pursuant to Section 8.4(a),
accompanied by copies of any instruments involved, and the Indenture Trustee
shall also require as a condition to such action, an Opinion of Counsel, in form
and substance satisfactory to the Indenture Trustee and, if the Insurer is the
Controlling


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<PAGE>

Party, the Insurer, stating the legal effect of any such action, outlining the
steps required to complete the same, and concluding that all conditions
precedent to the taking of such action have been complied with and such action
shall not materially and adversely impair the security for the Notes or the
rights of the Insurer or the Noteholders in contravention of the provisions of
this Indenture or any of the Basic Documents; provided, however, that such
Opinion of Counsel shall not be required to express an opinion as to the fair
value of the Trust Estate. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.

      SECTION 8.6 Additional Payments to Indenture Trustee and Insurer. The
Issuer shall pay to the Indenture Trustee and the Insurer, solely from funds
when, if and to the extent available for such purpose pursuant to Section 8.2,
any amounts payable to such Person pursuant to Section 7.01 of the Pooling and
Servicing Agreement and not so paid within 45 days of the date required.

                                   ARTICLE IX
                                   AMENDMENTS

      SECTION 9.1 Amendments Without Consent of Noteholders.

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

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

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

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


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<PAGE>

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

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

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

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

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


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<PAGE>

      SECTION 9.2 Amendments With Consent of Noteholders; Waivers.

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

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

      (ii)  reduce the percentage of the Outstanding Amount of the Notes, the
            consent of the Holders of which is required for (a) any such
            amendment, (b) any waiver of compliance with certain provisions of
            this Indenture, certain defaults hereunder and their consequences as
            provided for in this Indenture or (c) any action described in
            Sections 2.12, 3.7(e), 5.2, 5.6, 5.12(a), 6.8, or 6.16;

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

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


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<PAGE>

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

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

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

            It shall be sufficient if an Act of the Controlling Party, if the
Insurer is not the Controlling Party, approves the substance, but not the form,
of any proposed amendment.

            Promptly after the execution by the Issuer and the Indenture Trustee
of any amendment or waiver in accordance with this Section 9.2, the Indenture
Trustee shall mail to the Insurer and the Noteholders to which such amendment
relates (with a copy to the Initial Purchaser) a notice setting forth in general
terms the substance of such amendment. Any failure of the Indenture Trustee to
mail such notice, or any defect therein, shall not, however, in any way impair
or affect the validity of any such amendment.

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

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

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


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

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

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

      SECTION 9.5 [Reserved.]

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


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                                    ARTICLE X
                              REDEMPTION OF NOTES

      SECTION 10.1 Redemption.

            The Notes are subject to redemption by the Issuer at the direction
of the Servicer in whole, but not in part, on any Distribution Date upon the
exercise by the Servicer of its option to purchase the Loans pursuant to Section
9.01 of the Pooling and Servicing Agreement. The purchase price for the Notes to
be redeemed shall be equal to the applicable Redemption Price. The Issuer shall
furnish the Insurer and the Rating Agencies notice of such redemption. If the
Notes are to be redeemed pursuant to this Section 10.1(a), the Issuer shall
furnish notice thereof to the Indenture Trustee not later than 30 days prior to
the Redemption Date and the Issuer shall deposit into the Note Distribution
Account, before the Redemption Date, the aggregate Redemption Price of the Notes
to be redeemed and all other amounts required to be paid pursuant to Section
9.01 of the Pooling and Servicing Agreement, whereupon all such Notes shall be
due and payable on the Redemption Date.

            [Reserved.]

            Within sixty days after the redemption in full pursuant to this
Section 10.1 of any class of Notes, the Indenture Trustee shall provide each of
the Rating Agencies and the Insurer with written notice stating that all of such
Notes have been redeemed.

      SECTION 10.2 Form of Redemption Notice.

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

            All notices of redemption shall state:

      (i)   the Redemption Date;

      (ii)  the Redemption Price;

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

      (iv)  CUSIP numbers.


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<PAGE>

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

            [Reserved.]

      SECTION 10.3 Notes Payable on Redemption Date.

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

                                   ARTICLE XI
                                 MISCELLANEOUS

      SECTION 11.1 Compliance Certificates and Opinions, etc.

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

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

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


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<PAGE>

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

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

(b)   (i)   Other than with respect to the release of any property or
            securities pursuant to Section 3.21, 8.2 and 8.4 of the Indenture
            and Section 5.05 of the Pooling and Servicing Agreement, whenever
            any property or securities are to be released from the lien of this
            Indenture, prior to the deposit with the Indenture Trustee of any of
            the Trust Estate or other property or securities that is to be made
            the basis for the release of any property or securities subject to
            the lien of this Indenture, the Issuer shall, in addition to any
            obligation imposed in Section 11.1(a) or elsewhere in this
            Indenture, furnish to the Indenture Trustee and the Insurer an
            Officer's Certificate certifying or stating the opinion of each
            Person signing such certificate as to the fair value (within 60 days
            of such deposit) to the Issuer of the Trust Estate or other property
            or securities to be so deposited.

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

      (iii) Other than with respect to the release of any property or securities
            pursuant to Section 3.21, 8.2 and 8.4 of the Indenture and Section
            5.05 of the Pooling and Servicing Agreement, whenever any property
            or securities are to be released from the lien of this Indenture,
            the Issuer shall also furnish to the Indenture Trustee and the
            Insurer an Officer's Certificate certifying or stating the opinion
            of each Person signing such certificate as to the fair value (within
            60 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.


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<PAGE>

      (iv)  Whenever the Issuer is required to furnish to the Indenture Trustee
            and the Insurer an Officer's Certificate certifying or stating the
            opinion of any signatory thereof as to the matters described in
            clause (b)(iii) above, the Issuer shall also furnish to the
            Indenture Trustee and the Insurer an Independent Certificate as to
            the same matters if the fair value of the property or securities and
            of all other property, other than pursuant to Section 3.21, 8.2 and
            8.4 of the Indenture and Section 5.05 of the Pooling and Servicing
            Agreement, released from the lien of this Indenture since the
            commencement of the then current calendar year, as set forth in the
            certificates required by clause (b)(iii) above and this clause
            (b)(iv), equals 10% or more of the Outstanding Amount of the Notes,
            but such certificate need not be furnished in the case of any
            release of property or securities if the fair value thereof as set
            forth in the related Officer's Certificate is less than $25,000 or
            less than one percent of the then Outstanding Amount of the Notes.

      (v)   Notwithstanding Section 2.9 and 8.4 or any other provision of this
            Section 11.1, the Issuer may (A) collect, liquidate, sell or
            otherwise dispose of Loans as and to the extent expressly permitted
            or required by the Basic Documents and (B) make cash payments out of
            the Designated Accounts and the Certificate Distribution Account as
            and to the extent expressly permitted or required by the Basic
            Documents.

      SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

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


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<PAGE>

            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.

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

      SECTION 11.3 Acts of Noteholders and the Insurer.

            Any request, demand, authorization, direction, notice, consent,
waiver or other action provided by this Indenture to be given or taken by the
Controlling Party, the Insurer, Noteholders or a class of Noteholders may be
embodied in and evidenced by one or more instruments of substantially similar
tenor signed by such in person or by agents duly appointed in writing; and
except as herein otherwise expressly provided such action shall become effective
when such instrument or instruments are delivered to the Indenture Trustee, and,
where it is hereby expressly required, to the Issuer. Such instrument or
instruments (and the action embodied therein and evidenced thereby) are herein
sometimes referred to as the "Act" of the Person or Persons signing such
instrument or instruments. Proof of execution of any such instrument or of a
writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 6.1) conclusive in favor of the Indenture
Trustee and the Issuer, if made in the manner provided in this Section 11.3.

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

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

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


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<PAGE>

      SECTION 11.4 Notices, etc., to Indenture Trustee, Issuer, the Insurer and
Rating Agencies. Any request, demand, authorization, direction, notice, consent,
waiver or Act of Noteholders or the Controlling Party or other documents
provided or permitted by this Indenture to be made upon, given or furnished to
or filed with the Indenture Trustee, the Issuer, the Insurer, the Initial
Purchaser or the Rating Agencies under this Indenture shall be made upon, given
or furnished to or filed with such party as specified in Appendix B to the
Pooling and Servicing Agreement.

      SECTION 11.5 Notices to Noteholders; Waiver.

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

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

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

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

      SECTION 11.6 Alternate Payment and Notice Provisions.

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


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      SECTION 11.7 [Reserved.]

      SECTION 11.8 Effect of Headings and Table of Contents.

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

      SECTION 11.9 Successors and Assigns.

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

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

      SECTION 11.10 Separability.

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

      SECTION 11.11 Benefits of Indenture.

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

      SECTION 11.12 Legal Holidays.

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

      SECTION 11.13 Governing Law.


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            All questions concerning the construction, validity and
interpretation of this Indenture shall be governed by and construed and enforced
in accordance with the internal laws of the State of New York, without giving
effect to any choice of law or conflict provision or rule (whether of the State
of New York or any other jurisdiction) that would cause the application of the
laws of any jurisdiction other than the State of New York.

      SECTION 11.14 Counterparts.

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

      SECTION 11.15 Recording of Indenture.

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

      SECTION 11.16 No Recourse. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other writing delivered in connection herewith or therewith, against:

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

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

      (iii) any partner, owner, beneficiary, agent, officer, director, employee
            or agent of the Indenture Trustee or the Owner Trustee in their
            individual capacities, any holder of a beneficial interest in the
            Issuer, the Owner Trustee or the Indenture Trustee or of any
            successor or assign of the Indenture Trustee or the Owner Trustee in
            their individual capacities (or any of their successors or assigns),
            except as any such Person may have expressly agreed (it being
            understood that the Indenture Trustee and the Owner Trustee have no
            such obligations in their individual capacities) and except that any
            such partner, owner or beneficiary shall be fully liable, to the
            extent provided by applicable law, for any unpaid consideration for
            stock, unpaid capital contribution or failure to pay


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            any instalment or call owing to such entity. For all purposes of
            this Indenture, in the performance of any duties or obligations of
            the Issuer hereunder, the Owner Trustee shall be subject to, and
            entitled to the benefits of, the terms and provisions of Articles
            VI, VII and VIII of the Trust Agreement.

      SECTION 11.17 No Petition.

            The Indenture Trustee, by entering into this Indenture, each
Noteholder and Note Owner, by accepting a Note (or interest therein) issued
hereunder, and the Insurer, by issuing the Ambac Policy and accepting the
benefits herein provided to it, hereby covenant and agree that they shall not,
prior to the date which is one year and one day after the termination of this
Indenture with respect to the Issuer pursuant to Section 4.1, acquiesce,
petition or otherwise invoke or cause ALER or the Issuer to invoke the process
of any court or government authority for the purpose of commencing or sustaining
a case against ALER or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of ALER or the Issuer
or any substantial part of its property, or ordering the winding up or
liquidation of the affairs of ALER or the Issuer.

      SECTION 11.18 Inspection.

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

      SECTION 11.19 Assignment.

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


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      SECTION 11.20 Survival of Agreement.

            All covenants, agreements, representations and warranties made
herein and in the other documents delivered pursuant hereto shall survive the
pledge of the Trust Estate and the issuance of the Notes and except as provided
in Section 4.1, shall continue in full force and effect until payment in full of
the Notes and all amounts owing to the Indenture Trustee and the Insurer
hereunder and under the Basic Documents, as applicable.


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

ALLIANCE LAUNDRY EQUIPMENT RECEIVABLES TRUST 2000-A,

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

By: __________________________
Name:
Title:


THE BANK OF NEW YORK,
as Indenture Trustee

By: __________________________
Name:
Title: