EXHIBIT 10.24






                    CBC INSURANCE REVENUE SECURITIZATION, LLC

      3.52% Insurance Revenue Asset-Backed Notes, Class A-1, Series 2002-A

      5.54% Insurance Revenue Asset-Backed Notes, Class A-2, Series 2002-A

       7.65% Insurance Revenue Asset-Backed Notes, Class B, Series 2002-A

       8.88% Insurance Revenue Asset-Backed Notes, Class C, Series 2002-A



                               __________________


                                    INDENTURE

                           Dated as of October 1, 2002

                                     between

                   CBC INSURANCE REVENUE SECURITIZATION, LLC,
                                    as Issuer

                                       and

                           BNY MIDWEST TRUST COMPANY,

              not in its individual capacity, but solely as Trustee


                               __________________

<PAGE>

TABLE OF CONTENTS

<TABLE>
<S>                                                                                                             <C>
                                                                                                               PAGE


ARTICLE I           DEFINITIONS AND INCORPORATION BY REFERENCE...................................................2

         Section 1.1.          Definitions.......................................................................2

         Section 1.2.          Rules of Construction.............................................................7

ARTICLE II          THE NOTES....................................................................................7

         Section 2.1.          Form..............................................................................7

         Section 2.2.          Execution, Authentication and Delivery............................................8

         Section 2.3.          Temporary Notes...................................................................9

         Section 2.4.          Registration; Registration of Transfer and Exchange...............................9

         Section 2.5.          Mutilated, Destroyed, Lost or Stolen Notes.......................................10

         Section 2.6.          Person Deemed Owner..............................................................11

         Section 2.7.          Payment of Principal and Interest................................................11

         Section 2.8.          Cancellation.....................................................................12

         Section 2.9.          Certain Transfer Restrictions....................................................12

         Section 2.10.         Legending of Notes...............................................................15

         Section 2.11.         Book-Entry Notes.................................................................16

         Section 2.12.         Notices to Clearing Agency.......................................................17

         Section 2.13.         Definitive Notes.................................................................17

         Section 2.14.         Non-Qualified Purchaser Redemption...............................................17

         Section 2.15.         Certain Transfer Provisions......................................................18

ARTICLE III         REPRESENTATIONS, WARRANTIES AND COVENANTS...................................................19

         Section 3.1.          Payment of Principal and Interest................................................19

         Section 3.2.          Maintenance of Office or Agency..................................................19

         Section 3.3.          Money for Payments To Be Held in Trust...........................................20

         Section 3.4.          Existence........................................................................21

         Section 3.5.          Protection of Trust Estate.......................................................21

         Section 3.6.          Opinions as to Receivables.......................................................22

         Section 3.7.          Performance of Obligations; Servicing of Receivables.............................22

         Section 3.8.          Negative Covenants...............................................................24

         Section 3.9.          Annual Statement as to Compliance................................................24

         Section 3.10.         Consolidation and Disposition of Assets..........................................25

                                      -i-
<PAGE>

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE


         Section 3.11.         Release of Issuer................................................................25

         Section 3.12.         No Other Business................................................................25

         Section 3.13.         No Borrowing.....................................................................25

         Section 3.14.         Servicer's Obligations...........................................................25

         Section 3.15.         Guarantees, Loans, Advances and Other Liabilities................................25

         Section 3.16.         Capital Expenditures.............................................................26

         Section 3.17.         Restricted Payments..............................................................26

         Section 3.18.         Notice of Events of Default......................................................26

         Section 3.19.         Further Instruments and Acts.....................................................26

         Section 3.20.         Compliance with Laws.............................................................26

         Section 3.21.         Amendments of Sale and Servicing Agreement.......................................26

         Section 3.22.         Tax Characterization.............................................................27

         Section 3.23.         Investment Company Act...........................................................27

         Section 3.24.         Separate Corporate Existence.....................................................27

         Section 3.25.         Delivery of Collections..........................................................29

         Section 3.26.         Use of Proceeds..................................................................29

         Section 3.27.         Sale and Servicing Agreement.....................................................29

         Section 3.28.         Bulk Transfer Laws...............................................................29

         Section 3.29.         Name and Other Changes...........................................................30

         Section 3.30.         Indenture Collateral.............................................................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.          Payment of Moneys Held by Paying Agent...........................................32

         Section 4.4.          Release of Trust Estate..........................................................32

ARTICLE V           EVENTS OF DEFAULT; REMEDIES.................................................................32

         Section 5.1.          Events of Default................................................................32

         Section 5.2.          Rights upon Event of Default.....................................................33

         Section 5.3.          Collection of Indebtedness and Suits for Enforcement by Trustee..................34

         Section 5.4.          Remedies.........................................................................36

                                      -ii-
<PAGE>

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE


         Section 5.5.          Optional Preservation of the Receivables.........................................36

         Section 5.6.          Priorities.......................................................................37

         Section 5.7.          Limitation of Suits..............................................................37

         Section 5.8.          Unconditional Rights of Noteholders To Receive Principal and Interest............38

         Section 5.9.          Restoration of Rights and Remedies...............................................38

         Section 5.10.         Rights and Remedies Cumulative...................................................38

         Section 5.11.         Delay or Omission Not a Waiver...................................................38

         Section 5.12.         Control by Noteholders...........................................................38

         Section 5.13.         Waiver of Past Defaults..........................................................39

         Section 5.14.         Undertaking for Costs............................................................39

         Section 5.15.         Waiver of Stay or Extension Laws.................................................40

         Section 5.16.         Action on Notes..................................................................40

         Section 5.17.         Performance and Enforcement of Certain Obligations...............................40

ARTICLE VI          THE TRUSTEE.................................................................................40

         Section 6.1.          Duties of Trustee................................................................40

         Section 6.2.          Rights of Trustee................................................................42

         Section 6.3.          Individual Rights of Trustee.....................................................44

         Section 6.4.          Trustee's Disclaimer.............................................................44

         Section 6.5.          Notice of Defaults and Rating Agency Action......................................44

         Section 6.6.          Reports by Trustee to Holders....................................................44

         Section 6.7.          Compensation and Indemnity.......................................................44

         Section 6.8.          Replacement of Trustee...........................................................45

         Section 6.9.          Successor Trustee by Merger......................................................47

         Section 6.10.         Appointment of Co-Trustee or Separate Trustee....................................47

         Section 6.11.         Eligibility; Disqualification....................................................48

         Section 6.12.         Appointment and Powers...........................................................48

         Section 6.13.         Limitation on Liability..........................................................49

         Section 6.14.         Reliance upon Documents..........................................................49

         Section 6.15.         Representations and Warranties of the Trustee....................................49

         Section 6.16.         Waiver of Setoffs................................................................50

                                      -iii-
<PAGE>

TABLE OF CONTENTS
(continued)

                                                                                                               PAGE


ARTICLE VII         NOTEHOLDERS' LISTS AND REPORTS..............................................................50

         Section 7.1.          Issuer to Furnish Trustee Names and Addresses of Noteholders.....................50

         Section 7.2.          Preservation of Information, Communications to Noteholders.......................50

         Section 7.3.          Reports by Issuer................................................................51

ARTICLE VIII        ACCOUNTS, DISBURSEMENTS AND RELEASES........................................................51

         Section 8.1.          Collection of Money..............................................................51

         Section 8.2.          Trust Accounts...................................................................51

         Section 8.3.          General Provisions Regarding Accounts............................................51

ARTICLE IX          SUPPLEMENTAL INDENTURES.....................................................................52

         Section 9.1.          Supplemental Indentures Without Consent of Noteholders...........................52

         Section 9.2.          Supplemental Indentures With Consent of Noteholders..............................53

         Section 9.3.          Execution of Supplemental Indentures.............................................54

         Section 9.4.          Effect of Supplemental Indenture.................................................54

         Section 9.5.          Reference in Notes to Supplemental Indentures....................................54

ARTICLE X           REDEMPTION OF NOTES.........................................................................55

         Section 10.1.         Redemption.......................................................................55

         Section 10.2.         Form of Redemption Notice........................................................55

         Section 10.3.         Notes Payable on Redemption Date.................................................55

ARTICLE XI          MISCELLANEOUS...............................................................................56

         Section 11.1.         Compliance Certificates and Opinions, etc........................................56

         Section 11.2.         Form of Documents Delivered to Trustee...........................................57

         Section 11.3.         Acts of Noteholders..............................................................58

         Section 11.4.         Notices, etc., to Trustee, Issuer and Rating Agency..............................59

         Section 11.5.         Notices to Noteholders; Waiver...................................................59

         Section 11.6.         Waiver of Trial by Jury..........................................................60

         Section 11.7.         Effect of Headings and Table of Contents.........................................60

         Section 11.8.         Successors and Assigns...........................................................60

         Section 11.9.         Severability.....................................................................60

         Section 11.10.        Benefits of Indenture............................................................60

         Section 11.11.        Legal Holidays...................................................................60

                                      -iv-
<PAGE>
TABLE OF CONTENTS
(continued)

                                                                                                               PAGE


         Section 11.12.        GOVERNING LAW....................................................................60

         Section 11.13.        Counterparts.....................................................................61

         Section 11.14.        Recording of Indenture...........................................................61

         Section 11.15.        Trust Obligation.................................................................61

         Section 11.16.        No Petition......................................................................61

         Section 11.17.        Inspection.......................................................................61
</TABLE>


Exhibit A-1 - Form of Class A-1 Note
Exhibit A-2 - Form of Class A-2 Note
Exhibit B - Form of Class B Note
Exhibit C - Form of Class C Note
Exhibit D - Note Depository Agreement
Exhibit E - List of Authorized Officers of Issuer

                                      -v-
<PAGE>

         This INDENTURE, dated as of October 1, 2002 is between CBC INSURANCE
REVENUE SECURITIZATION, LLC, a Delaware limited liability company (the
"Issuer"), and BNY MIDWEST TRUST COMPANY, an Illinois corporation, not in its
individual capacity, but solely as trustee (the "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 Issuer's 3.52% Insurance
Revenue Asset-Backed Notes, Class A-1, Series 2002-A (the "Class A-1 Notes"),
5.54% Insurance Revenue Asset-Backed Notes, Class A-2, Series 2002-A (the "Class
A-2 Notes" and, together with the Class A-1 Notes, the "Class A Notes"), 7.65%
Insurance Revenue Asset-Backed Notes, Class B, Series 2002-A (the "Class B
Notes") and 8.88% Insurance Revenue Asset-Backed Notes, Class C, Series 2002-A
(the "Class C Notes"; and, together with the Class A Notes and the Class B
Notes, the "Notes"):

         As security for the payment and the performance by the Issuer of the
Secured Obligations, the Issuer has agreed to assign the Indenture Collateral as
collateral to the Trustee for the benefit of the Secured Parties, as their
respective interests may appear.

                                 GRANTING CLAUSE

         The Issuer hereby Grants to the Trustee at the Closing Date, on behalf
of and for the benefit of the Secured Parties in order to secure the payment and
performance of the Secured Obligations, all of the Issuer's right, title and
interest in and to (a) the Receivables, all monies received thereunder after the
Cutoff Date and all proceeds with respect to such Receivables; (b) the
Receivables Files related to each Receivable; (c) the Existing Bank Accounts,
the Lock-Box Account and the Trust Accounts and all funds on deposit from time
to time in the Existing Bank Accounts, the Lock-Box Account and the Trust
Accounts and in all investments and proceeds thereof (including all income
thereon); (d) the Sale and Servicing Agreement, including the right to cause the
Seller or the Servicer to repurchase Receivables under certain circumstances;
and (e) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or in lieu of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts, accounts
receivable, notes, drafts, acceptances, chattel paper, checks, deposit accounts,
insurance proceeds, condemnation awards, rights to payment of any and every kind
and other forms of obligations and receivables, instruments and other property
which at any time constitute all or part of or are included in the proceeds of
any of the foregoing (collectively, the "Indenture Collateral").

         The Trustee on behalf of the Holders of the Notes acknowledges such
Grant. The Trustee on behalf of the Holders of the Notes accepts the trusts
under this Indenture in accordance with the provisions of this Indenture.

<PAGE>

                                    ARTICLE I
                   Definitions and Incorporation by Reference
                   ------------------------------------------

         SECTION 1.1.  Definitions.

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

         "1940 Act" means the Investment Company Act of 1940, as amended.

         "Accredited Investor" has the meaning specified in Rule 501(a) of
Regulation D under the Securities Act.

         "Act" has the meaning specified in Section 11.3(a).

         "Authorized Officer" means, with respect to the Issuer, the sole member
or any officer of the Issuer who is authorized to act for the Issuer in matters
relating to the Issuer and who is identified on the list of Authorized Officers
delivered by the Issuer to the Trustee on the Closing Date attached hereto as
Exhibit E (as such Exhibit E may be modified or supplemented from time to time
thereafter).

         "Book-Entry Notes" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.11.

         "Class A Notes" has the meaning set forth in the second paragraph of
this Indenture.

         "Class A-1 Notes" has the meaning set forth in the second paragraph of
this Indenture. Each Class A-1 Note will be substantially in the form of Exhibit
A-1.

         "Class A-2 Notes" has the meaning set forth in the second paragraph of
this Indenture. Each Class A-2 Note will be substantially in the form of Exhibit
A-2.

         "Class B Notes" has the meaning set forth in the second paragraph of
this Indenture. Each Class B Note will be substantially in the form of Exhibit
B.

         "Class C Notes" has the meaning set forth in the second paragraph of
this Indenture. Each Class C Note will be substantially in the form of Exhibit
C.

         "Clearing Agency" means an organization registered as a "clearing
agency" pursuant to Section 17A of the Exchange Act that has been designated as
the "Clearing Agency" for purposes of this Indenture.

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

                                       2
<PAGE>

         "Code" means the Internal Revenue Code of 1986, as amended from time to
time, and Treasury Regulations promulgated thereunder.

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

         "Definitive Notes" has the meaning specified in Section 2.11.

         "Eligible Account" means (a) a segregated trust account that is
maintained with the corporate trust department of the Trustee, or (b) a
segregated direct deposit account maintained with a depository institution or
trust company organized under the laws of the United States of America, or any
of the States thereof, or the District of Columbia subject to regulations
regarding fiduciary funds on deposit substantially similar to 12 C.F.R. Section
9.10(b).

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

         "Event of Default" has the meaning specified in Section 5.1.

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

         "Grant" means mortgage, pledge, warrant, alienate, remise, release,
convey, assign, transfer, create, and grant a lien upon and a security interest
in and right of set-off against, deposit, set over and confirm pursuant to this
Indenture, and other forms of the verb "to Grant" shall have correlative
meanings. A Grant of the Indenture Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the Granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Indenture Collateral and all other
moneys payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring Proceedings in the name of the Granting party or otherwise and generally
to do and receive anything that the Granting party is or may be entitled to do
or receive thereunder or with respect thereto; provided, however, that no such
action will be taken unless an Event of Default has occurred and is continuing.

         "Holder" or "Noteholder" means the Person in whose name a Note is
registered on the Note Register.

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

         "Indenture Collateral" has the meaning specified in the Granting Clause
of this Indenture.

         "Independent Certificate" means a certificate or opinion to be
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order,

                                       3
<PAGE>

and such opinion or certificate shall state that the signer has read the
definition of "Independent" in the Sale and Servicing Agreement and that the
signer is Independent within the meaning thereof.

         "Independent Manager" has the meaning set forth in Section 3.24(b).

         "Issuer" means the party named as such in this Indenture until a
successor replaces it and, thereafter, means the successor and, for purposes of
any provision contained herein, each other obligor on the Notes.

         "Issuer Order" and "Issuer Request" means a written order or request,
as the case may be, signed in the name of the Issuer by any one of its
Authorized Officers and delivered to the Trustee.

         "Lien" means any security interest, lien, charge, pledge, or
encumbrance of any kind, including tax liens, mechanics' liens and any liens
that attach by operation of law; provided, however, the term "Lien" shall not
include (i) any liens for taxes, assessments or similar governmental charges or
levies incurred in the ordinary course of business that are not yet due and
payable or (ii) any lien or perfected security interest, if any, created under
the terms of any Obligor Receivable Agreement to secure any right to setoff or
similar right, if any, under such Obligor Receivable Agreement.

         "Note Depository Agreement" means the agreement between the Issuer, the
Trustee and The Depository Trust Company, as the initial Clearing Agency, dated
as of the Closing Date, substantially in the form of Exhibit D.

         "Note Owner" means, with respect to a Book-Entry Note, the Person who
is the owner of such Book-Entry Note, as reflected on the books of the Clearing
Agency, or on the books of a Person maintaining an account with the Clearing
Agency (directly as a Clearing Agency Participant or as an indirect participant,
in each case in accordance with the rules of the Clearing Agency).

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.4.

         "Note Voting Amount" means, as of any date, Holders representing at
least 51% of the Note Balance.

         "Notes" has the meaning set forth in the second paragraph of this
Indenture.

         "Obligor Receivable Agreement" means, with respect to any Receivable,
any contract or agreement between the Seller and the related Obligor governing
payment in respect of such Receivable.

                                       4
<PAGE>

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, and delivered to
the Trustee. Unless otherwise specified, any reference in this Indenture to an
Officer's Certificate shall be to an Officer's Certificate of any Authorized
Officer of the Issuer.

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

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

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

         Notes in exchange for or in lieu of other Notes which have been
authenticated and delivered pursuant to this Indenture unless proof satisfactory
to the Trustee is presented that any such Notes are held by a bona fide
purchaser;

provided, that in determining whether the Holders of the requisite Note Balance
have given any request, demand, authorization, direction, notice, consent or
waiver hereunder or under any Related Document, Notes owned by the Issuer, any
other obligor upon the Notes or any Affiliate of any of the foregoing Persons
shall be disregarded and deemed not to be Outstanding, except that, in
determining whether the Trustee shall be protected in relying upon any such
request, demand, authorization, direction, notice, consent or waiver, only Notes
that the Trustee knows to be so owned shall be so disregarded. Notes so owned
that have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Issuer, any other
obligor upon the Notes or any Affiliate of any of the foregoing Persons.

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

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

         "Qualified Institutional Buyer" has the meaning specified in Rule 144A
promulgated by the Securities and Exchange Commission under the Securities Act.

         "Qualified Purchaser" has the meaning specified in Section 2(a)(51) of
the 1940 Act.

                                       5
<PAGE>

         "Rating Agency Condition" means, with respect to any action, that the
Rating Agency shall have been given 10 days prior written notice thereof; that
the Rating Agency shall have notified the Trustee and the Issuer in writing that
such action will not result in a reduction or withdrawal of the then current
ratings of the Notes; and that each Noteholder shall have received written
notice of such action from the Trustee.

         "Record Date" means, with respect to a Payment Date or Redemption Date,
the close of business on the last Business Day of the calendar month immediately
preceding the month of such Payment Date or Redemption Date.

         "Redemption Date" means in the case of a redemption of the Notes
pursuant to Section 10.1, the Payment Date specified by the Issuer pursuant to
Section 10.1.

         "Redemption Price" means in the case of a redemption of the Notes
pursuant to Section 10.1, an amount equal to the Note Balance on the Redemption
Date plus accrued and unpaid interest thereon (including interest on any unpaid
interest to the extent permitted by law) at the Class A-1 Interest Rate, the
Class A-2 Interest Rate, the Class B Interest Rate or the Class C Interest Rate,
as the case may be, to but excluding the Redemption Date.

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

         "Responsible Officer" means, with respect to the Trustee, any officer
within the Corporate Trust Office of the Trustee, including any Vice President,
Assistant Vice President, Secretary, Assistant Secretary or Authorized Signer,
or any other officer of the Trustee customarily performing functions similar to
those performed by any of the above designated officers and also, with respect
to a particular matter, any other officer to whom such matter is referred
because of such officer's knowledge of and familiarity with the particular
subject.

         "Sale and Servicing Agreement" means the Sale and Servicing Agreement,
dated as of October 1, 2002, among the Issuer, Long, Miller & Associates,
L.L.C., in its individual capacity and as Seller, Clark/Bardes Consulting, Inc.,
in its individual capacity and as the initial Servicer, the Trustee and BNY
Asset Solutions LLC, not in its individual capacity, but solely as Backup
Servicer, as amended, supplemented or otherwise modified from time to time.

         "Secured Obligations" means all amounts and obligations which the
Issuer may at any time owe to or on behalf of the Trustee for the benefit of the
Noteholders or to the Noteholders under this Indenture or the Notes.

         "Secured Parties" means the Trustee on behalf of and for the benefit of
the Noteholders in respect of the Secured Obligations.

         "Securities Act" means the Securities Act of 1933, as amended.

                                       6
<PAGE>

         "State" means any one of the 50 states of the United States of America
or the District of Columbia.

         "Termination Date" means the date on which the Trustee and the
Noteholders shall have received payment and performance of all Secured
Obligations in full.

         "Trust Estate" means all money, instruments, rights and other property
that are subject or intended to be subject to the lien and security interest of
this Indenture for the benefit of the Noteholders (including the Indenture
Collateral Granted to the Trustee), including all proceeds thereof.

         "Trustee" means BNY Midwest Trust Company, as Trustee under this
Indenture, or any successor Trustee under this Indenture.

         (b) Capitalized terms used herein without definition shall have the
respective meanings assigned to such terms in the Sale and Servicing Agreement.

         SECTION 1.2.  Rules of Construction.  Unless otherwise specified:

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

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

                  (iii) "or" is not exclusive;

                  (iv) "including" means "including without limitation";

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

                  (vi) references to Sections, Subsections, Schedules and
         Exhibits shall refer to such portions of this Indenture.

                                   ARTICLE II
                                    The Notes
                                    ---------

         SECTION 2.1. Form. (a) The Class A-1 Notes, the Class A-2 Notes, the
Class B Notes and the Class C Notes, together with the Trustee's certificate of
authentication, shall be in substantially the forms set forth in Exhibits A-1,
A-2, B and C, respectively, with such appropriate insertions, omissions,
substitutions and other variations as are required or permitted by this
Indenture and may have such letters, numbers or other marks of identification
and such legends or endorsements placed thereon as may, consistently herewith,
be determined by the officers executing such Notes, as evidenced by their
execution of the Notes. Any portion of the text of any Note may be set forth on
the reverse thereof, with an appropriate reference thereto on

                                       7
<PAGE>

the face of the Note. The terms of the Notes set forth in Exhibits A-1, A-2, B
and C are part of the terms of this Indenture.

         (b) The Definitive Notes (as defined below) 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.

         (c) Notes offered and sold to a Qualified Institutional Buyer in
reliance on Rule 144A shall be issued in the form of one or more permanent
global Notes substantially in the form of Exhibits A-1, A-2, B, and C, as the
case may be, with such applicable legends as are provided for in Section 2.10
(each a "Global Note") duly executed on behalf of the Issuer and authenticated
by the Trustee as hereinafter provided. Such Global Notes shall be in fully
registered form and shall be registered in the name of DTC, or its nominee, and
deposited with the Trustee, at its Corporate Trust Office, as custodian for DTC.
The aggregate principal amount of any Global Note may from time to time be
increased or decreased by adjustments made on the records of the Trustee, which
adjustments shall be conclusive as to the aggregate principal amount of any such
permanent Global Note.

         (d) Notes offered and sold to any Accredited Investor which is not a
Qualified Institutional Buyer in a transaction exempt from registration under
the Securities Act (and other than as described in Section 2.1(c)) shall be
issued in substantially the form of Exhibit A-1, A-2, B or C, as the case may
be, in definitive, fully registered form without interest coupons with such
applicable legends as are provided for in Section 2.10 (the "Definitive Notes")
duly executed on behalf of the Issuer and authenticated by the Trustee as
hereinafter provided. Notes issued pursuant to Section 2.13 in exchange for
interests in a Global Note shall be issued in the form of a Definitive Note.

         SECTION 2.2. Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by any of its Authorized Officers. The
signature of any such Authorized Officer on the Notes may be manual or
facsimile.

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

         The Trustee shall upon receipt of an Issuer Order authenticate and
deliver Class A-1 Notes, Class A-2 Notes, Class B Notes and Class C Notes for
original issue in an aggregate principal amount of $70,000,000, $97,000,000,
$108,000,000 and $30,000,000, respectively. The Class A-1 Note Balance, the
Class A-2 Note Balance, the Class B Note Balance and the Class C Note Balance at
any time may not exceed such respective amounts except as provided in Section
2.5.

                                       8
<PAGE>

         Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in minimum denominations of $100,000 and
in integral multiples of $1,000 in excess thereof (except that, for each class
or subclass of Notes, one Note may be issued in an amount equal to the remainder
of the aggregate stated principal balance of such class or subclass of Notes on
the Closing Date).

         No Note shall be entitled to any benefit under this Indenture or be
valid or obligatory for any purpose, unless there appears on such Note a
certificate of authentication substantially in the form provided for herein
executed by the Trustee by the manual signature of one of its authorized
signatories, and such certificate of authentication 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, the Issuer may execute, and upon receipt of an Issuer Order the Trustee
shall authenticate and deliver, 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 not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

         If temporary Notes are issued, the Issuer will cause 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 office or agency of the Issuer to be
maintained as provided in Section 3.2, without charge to the Holder. Upon
surrender for cancellation of any one or more temporary Notes, the Issuer shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
like principal amount of Definitive Notes of authorized denominations. Until so
exchanged, the temporary Notes shall in all respects be entitled to the same
benefits under this Indenture as Definitive Notes.

         SECTION 2.4. Registration; Registration of Transfer and Exchange. The
Issuer shall cause to be kept a register (the "Note Register") in which, subject
to such reasonable regulations as it may prescribe, the Issuer shall provide for
the registration of Notes and the registration of transfers of Notes. The
Trustee shall be "Note Registrar" for the purpose of registering Notes and
transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.

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

                                       9
<PAGE>

         Subject to the provisions of Section 2.15, upon surrender for
registration of transfer of any Note at the office or agency of the Issuer to be
maintained as provided in Section 3.2, if the requirements of Section 8-401(A)
of the UCC are met, the Issuer shall execute, and the Trustee shall authenticate
and the Noteholder shall obtain from the 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 Holder, Notes may be exchanged for other Notes of
the same class in any authorized denominations, of a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(A) of the UCC are met, the Issuer shall execute and the Trustee
shall (at the direction of the Issuer) authenticate and the Noteholder shall
obtain from the Trustee, the Notes which the Noteholder making the exchange is
entitled to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Trustee duly executed by, the Holder
thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed, in the case of a Qualified Institutional Buyer, by such
Qualified Institutional Buyer, and otherwise 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 is located, or by a member firm of
a national securities exchange, and such other documents as the Trustee may
require.

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

         SECTION 2.5. Mutilated, Destroyed, Lost or Stolen Notes. If any
mutilated Note is surrendered to the Trustee, or the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note and there is
delivered to the Trustee such security or indemnity as may be required by the
Issuer and the Trustee to hold them harmless) then, in the absence of notice to
the Issuer, the Note Registrar or the Trustee that such Note has been acquired
by a bona fide purchaser, and provided that the requirements of Section 8-405 of
the UCC are met, the Issuer shall execute and upon its request the Trustee shall
authenticate and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Note, a replacement Note of the same class; provided,
that if any such destroyed, lost or stolen Note, but not a mutilated Note, shall
have become, or within seven days shall be, due and payable, or shall have been
called for redemption, instead of issuing a replacement Note, the Issuer may pay
such destroyed, lost or stolen Note when so due or payable or upon the
Redemption Date without surrender thereof. If, after the delivery of such
replacement Note (or payment of a destroyed, lost or stolen Note

                                       10
<PAGE>

pursuant to the proviso to the preceding sentence), a bona fide purchaser of the
original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Trustee shall be entitled to
recover such replacement Note (or such payment) from the Person to whom it was
delivered or any Person taking such replacement Note from such Person to whom
such replacement Note was delivered (or payment made) or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Trustee in connection therewith.

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

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

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

         SECTION 2.6. Person Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the Person in whose name any Note is
registered (as of the applicable day) as the owner of such Note for the purpose
of receiving payments of principal and of interest, if any, on such Note and for
all other purposes whatsoever, whether or not such Note be overdue, and none of
the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall be
affected by notice to the contrary.

         SECTION 2.7.  Payment of Principal and Interest.

         (a) The Class A-1 Notes, the Class A-2 Notes, the Class B Notes and the
Class C Notes shall accrue interest at the Class A-1 Interest Rate, the Class
A-2 Interest Rate, the Class B Interest Rate and the Class C Interest Rate,
respectively, and such interest shall be payable on each Payment Date subject to
Section 4.4 of the Sale and Servicing Agreement and Section 3.1 of this
Indenture. Any installment of interest or principal, if any, payable on any Note
which is punctually paid or duly provided for by the Issuer on the applicable
Payment Date shall be paid to the Person in whose name such Note is registered
on the Record Date, by wire transfer of immediately available funds (provided
that the Noteholder has delivered to the Trustee in writing instructions with
respect to effecting a wire transfer to such Noteholder) or if wire instructions
have not been provided, by check mailed first-class, postage prepaid to such
Person's address as it appears on the Note Register on such Record Date.
However, unless Definitive Notes have been issued, with respect to Notes
registered on the Record Date in the name of the nominee of

                                       11
<PAGE>

the Clearing Agency (initially, such nominee to be Cede & Co.), payment will be
made by wire transfer in immediately available funds to the account designated
by such nominee. The funds represented by any such checks returned undelivered
shall be held in accordance with Section 3.3.

         (b) The principal of each Note shall be payable on each Payment Date
as, and to the extent, provided in this Indenture and in Section 4.4 of the Sale
and Servicing Agreement. Notwithstanding the foregoing (and subject to the
provisions of Sections 5.1 and 5.2), the entire unpaid principal amount of the
Notes shall be due and payable, if not previously paid, on the date on which an
Event of Default shall have occurred and be continuing and the Trustee at the
direction of the Note Voting Amount, or otherwise, has declared the Notes to be
immediately due and payable in the manner provided in Section 5.2 and such
declaration of Event of Default shall not have been rescinded, as applicable, in
the manner provided in Section 5.2. The Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Payment Date on which the Issuer expects that the final payment of principal
of and interest on such Note will be paid. Such notice shall be mailed no later
than five days prior to such final Payment Date. Notices in connection with
redemptions of Notes shall be mailed to Noteholders as provided in Section 10.2.

         (c) Promptly following the date on which all principal of and interest
on the Notes has been paid in full, the Noteholders shall surrender the Notes to
the Trustee.

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

         SECTION 2.9. Certain Transfer Restrictions. The Notes may be offered,
sold, pledged or otherwise transferred only (I) to a Person who the transferor
reasonably believes is a Qualified Institutional Buyer and a Qualified Purchaser
that purchases the Notes for its own account (and not the account of others) or
as a fiduciary or agent for the account of another Person who is both a
Qualified Institutional Buyer and a Qualified Purchaser in reliance on Rule
144A, (II) to a Person that is an Accredited Investor and a Qualified Purchaser
that purchases the Notes for its own account (and not the account of others) or
as a fiduciary or agent for the account of another Qualified Institutional Buyer
or Accredited Investor who is also a Qualified Purchaser in a transaction exempt
from the registration requirements of the Securities Act or (III) pursuant to

                                       12
<PAGE>

another applicable exemption from registration under the Securities Act, and, in
all cases, in compliance with applicable state securities laws and with the
Indenture and, if requested by the Issuer or the Trustee, subject to the receipt
by the Issuer and the Trustee of a certification of the transferee and an
Opinion of Counsel (satisfactory to the Issuer and the Trustee) to the effect
that such transfer is in compliance with the Securities Act, the 1940 Act and
applicable state securities laws. Each Noteholder, by its acceptance of the
Notes (or the obligations evidenced thereby), will be deemed to have
acknowledged, represented to and agreed with the Issuer as follows:

                  (1) It is a Qualified Institutional Buyer or an Accredited
         Investor, and, in either case, is acquiring the Notes for its own
         account (and not the account of others) or as a fiduciary or agent for
         the account of another Qualified Institutional Buyer or Accredited
         Investor and it is a Qualified Purchaser and is acquiring the Notes for
         its own account (and not the account of others) or as a fiduciary or
         agent for the account of another Qualified Institutional Buyer or
         Accredited Investor who is also a Qualified Purchaser.

                  (2) It understands that the Notes are subject to restrictions
         on transfer and, therefore, such Notes may be reoffered, resold,
         pledged or otherwise transferred only (I) to a Person who the
         transferor reasonably believes is a Qualified Institutional Buyer and a
         Qualified Purchaser that purchases the Notes for its own account (and
         not the account of others) or as a fiduciary or agent for the account
         of another person who is both a Qualified Institutional Buyer and a
         Qualified Purchaser in reliance on Rule 144A, (II) to a Person that is
         an Accredited Investor that purchases the Notes for its own account
         (and not the account of others) or as a fiduciary or agent for the
         account of another Person who is both an Accredited Investor and a
         Qualified Purchaser in a transaction exempt from the registration
         requirements of the Securities Act or (III) pursuant to another
         applicable exemption from registration under the Securities Act, and,
         in all cases, in compliance with applicable state securities laws and
         with this Indenture and, if requested by the Issuer or the Trustee,
         subject to the receipt by the Issuer and the Trustee of a certification
         of the transferee and an Opinion of Counsel (satisfactory to the Issuer
         and the Trustee) to the effect that such transfer is in compliance with
         the Securities Act, the 1940 Act and applicable state securities laws.

                  (3) It understands that the Notes will bear a legend
         substantially as set forth in Section 2.10.

                  (4) It understands that none of the Issuer, the Seller, the
         Servicer, the Initial Purchaser, the Trustee or any other Person or
         entity is obligated to register the Notes under the Securities Act or
         to register or qualify the Notes under any state securities laws.

                  (5) It acknowledges that (i) it has been afforded an
         opportunity to request from the Issuer and to review, and it has
         received, all additional information considered by it to be necessary
         to verify the accuracy of the information in the Offering Memorandum,
         dated November 21, 2002 (the "Offering Memorandum") with respect to

                                       13
<PAGE>

         the Notes; (ii) it has not relied on the Initial Purchaser or any
         person affiliated with the Initial Purchaser in connection with its
         investigation of the accuracy of the information contained in such
         Offering Memorandum or its investment decision; and (iii) no Person has
         been authorized to give any information or to make any representation
         concerning the Issuer or the Notes other than those contained in such
         Offering Memorandum and, if given or made, such other information or
         representation should not be relied upon as having been authorized by
         the Issuer, the Initial Purchaser, or any of their affiliates.

                  (6) It acknowledges that it has such knowledge and experience
         in financial and business matters that it is capable of evaluating the
         merits and risks of purchasing the Notes.

                  (7) It acknowledges that neither the Issuer, the Seller, the
         Servicer, the Initial Purchaser, the Trustee nor any Person acting on
         behalf of the Issuer or the Initial Purchaser has offered or sold the
         Notes to it through any form of general advertising or solicitation.

                  (8) It acknowledges that by its acceptance of the Notes, it
         covenants and agrees that it will not at any time institute against the
         Issuer, or join in any institution against the Issuer of, any
         bankruptcy, reorganization, arrangement, insolvency or liquidation
         proceedings, or other proceedings under any United States Federal or
         state bankruptcy or similar law in connection with any obligations
         relating to the Notes, the Indenture or any of the other Related
         Documents until one year and one day after the latest maturity date of
         any security issued by the Issuer.

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

         (a) Each Noteholder by its acquisition of any Notes (or a beneficial
interest therein), shall be deemed to have represented and warranted for the
benefit of the Issuer, the Trustee and the Noteholders, either that: (i) it is
not acquiring any Notes with the assets of any "employee benefit plan" as
defined in Section 3(3) of ERISA which is subject to Title I of ERISA or any
"plan" as defined in Section 4975 of the Code, or any entity deemed to hold plan
assets of any of the foregoing by reason of investment by an employee benefit
plan or plan in the entity or (ii) its purchase and holding of the Notes will
not result in a nonexempt prohibited transaction under Section 406 of ERISA or
Section 4975 of the Code.

         (b) In addition, such prospective purchaser shall be responsible for
providing additional information or certification, as shall be reasonably
requested by the Trustee, the Issuer or the Initial Purchaser, to support the
truth and accuracy of the foregoing acknowledgments, representations and
agreements, it being understood that such additional information is not

                                       14
<PAGE>

intended to create additional restrictions on the transfer of the Notes. Neither
the Issuer nor the Trustee is obligated to register the Notes under the
Securities Act or any state securities or "Blue Sky" laws. In determining
compliance with the transfer restrictions contained in this Section 2.9, the
Trustee may rely upon a written opinion of counsel (which may include in-house
counsel of the transferor), the cost of obtaining which shall be an expense of
the Holder of the Note to be transferred.

         SECTION 2.10. Legending of Notes. (a) Each Note shall bear a legend in
substantially the following form:

                  THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                  SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT") OR
                  THE SECURITIES OR BLUE SKY LAWS OF ANY STATE. THE ISSUER OF
                  THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
                  UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE
                  "1940 ACT"). THE HOLDER HEREOF, BY PURCHASING THIS NOTE,
                  AGREES THAT THIS SECURITY MAY BE REOFFERED, RESOLD, PLEDGED OR
                  OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHO THE TRANSFEROR
                  REASONABLY BELIEVES IS BOTH A "QUALIFIED INSTITUTIONAL BUYER"
                  (AS DEFINED UNDER RULE 144A UNDER THE SECURITIES ACT) AND A
                  "QUALIFIED PURCHASER" (AS DEFINED UNDER SECTION 2(a)(51) OF
                  THE 1940 ACT) THAT PURCHASES THIS NOTE FOR ITS OWN ACCOUNT
                  (AND NOT THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AN AGENT
                  FOR THE ACCOUNT OF ANOTHER PERSON WHO IS BOTH A QUALIFIED
                  INSTITUTIONAL BUYER AND A QUALIFIED PURCHASER IN RELIANCE ON
                  RULE 144A, (II) TO A PERSON THAT IS BOTH AN "ACCREDITED
                  INVESTOR" (AS DEFINED IN RULE 501(a) OF REGULATION D UNDER THE
                  SECURITIES ACT) AND A QUALIFIED PURCHASER THAT PURCHASES THE
                  NOTES FOR ITS OWN ACCOUNT (AND NOT THE ACCOUNT OF OTHERS) OR
                  AS A FIDUCIARY OR AN AGENT FOR THE ACCOUNT OF ANOTHER PERSON
                  WHO IS BOTH AN ACCREDITED INVESTOR AND A QUALIFIED PURCHASER
                  IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF
                  THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER APPLICABLE
                  EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, IN
                  ALL CASES, IN COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS
                  AND, IN EACH CASE, IN COMPLIANCE WITH THE INDENTURE AND, IF
                  REQUESTED BY THE ISSUER OR THE TRUSTEE, SUBJECT TO THE RECEIPT
                  BY THE ISSUER AND THE TRUSTEE OF A CERTIFICATION OF THE
                  TRANSFEREE AND AN OPINION OF COUNSEL (SATISFACTORY TO THE
                  ISSUER AND THE TRUSTEE) TO THE EFFECT THAT SUCH TRANSFER IS IN
                  COMPLIANCE

                                       15
<PAGE>

                  WITH THE SECURITIES ACT, THE 1940 ACT AND APPLICABLE STATE
                  SECURITIES LAWS.

         (b) Each Global Note shall bear the following legend on the face
thereof:

                  UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE
                  OF THE DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION
                  ("DTC"), TO THE TRUSTEE OR ITS AGENT FOR REGISTRATION OF
                  TRANSFER, EXCHANGE OR PAYMENT, AND ANY NOTE ISSUED IN EXCHANGE
                  FOR THIS NOTE 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 HEREON 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.

                  TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE,
                  BUT NOT IN PART, TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF
                  OR SUCH SUCCESSOR'S NOMINEE AND TRANSFERS OF PORTIONS OF THIS
                  NOTE SHALL BE LIMITED TO TRANSFERS SET FORTH IN SECTIONS 2.09
                  AND 2.15 OF THE INDENTURE REFERRED TO HEREIN.

         SECTION 2.11. Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of (1) typewritten Notes representing the Book-Entry
Notes, to be delivered to The Depository Trust Company (the "initial Clearing
Agency") or its custodian, by, or on behalf of, the Issuer, if issued to
Qualified Institutional Buyers, or (2) Definitive Notes in fully registered form
if issued to Accredited Investors who are not Qualified Institutional Buyers.
Such Notes issued to Qualified Institutional Buyers shall initially be
registered on the Note Register in the name of Cede & Co., the nominee of the
initial Clearing Agency, and no Note Owner who is a Qualified Institutional
Buyer will receive a Definitive Note representing such Note Owner's interest in
such Note, except as provided in Section 2.13. Unless and until definitive,
fully registered Notes (the "Definitive Notes") have been issued to all Note
Owners:

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

                  (ii) the Note Registrar and the Trustee may deal with the
         Clearing Agency for all purposes (including the payment of principal of
         and interest on the Notes) as the authorized representative of the Note
         Owners;

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

                                       16
<PAGE>

                  (iv) the rights of 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 pursuant to the Note Depository
         Agreement. Unless and until Definitive Notes are issued to all Note
         Owners, the Clearing Agency will make book-entry transfers among the
         Clearing Agency Participants and receive and transmit payments of
         principal of and interest on the Notes to such Clearing Agency
         Participants; and

                  (v) 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 Note Balance, the Clearing
         Agency shall be deemed to represent such percentage only to the extent
         that it has received 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 Notes and has delivered such instructions to the Trustee.

         SECTION 2.12. Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes have been issued to all Note Owners, the Trustee shall
give all such notices and communications to the Clearing Agency.

         SECTION 2.13. Definitive Notes. Except as otherwise set forth in
Section 2.15 herein, (i) the Servicer advises the Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities with respect to the Notes, and the Servicer is unable to locate
a qualified successor, (ii) the Servicer at its option advises the 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
Termination Event, Note Owners representing beneficial interests aggregating at
least a majority of the Note Balance advise the Clearing Agency 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 Clearing Agency has
undertaken to notify all Note Owners and the Trustee of the occurrence of any
such event and of the availability of Definitive Notes to Note Owners requesting
the same. Upon surrender to the Trustee of the typewritten Notes representing
the Book-Entry Notes by the Clearing Agency, accompanied by registration
instructions, the Issuer shall execute, and the Trustee shall authenticate, the
Definitive Notes in accordance with the instructions of the Clearing Agency.
None of the Issuer, the Note Registrar or the 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 Trustee shall recognize the Holders of the Definitive Notes as
Noteholders.

         SECTION 2.14. Non-Qualified Purchaser Redemption. Notwithstanding any
other provision hereof, if the Issuer determines that a holder or beneficial
owner of Notes is not a "Qualified Purchaser" as that term is defined in Section
2(a)(51)(A) of the 1940 Act, the Issuer shall have the right, at its option, (i)
to require such holder or beneficial owner to dispose of such

                                       17
<PAGE>

holder's or beneficial owner's Notes to a person or entity which is qualified to
hold the Notes immediately upon receipt of a notice from the Issuer that the
holder or beneficial owner is not a Qualified Purchaser or (ii) to call for the
redemption of the Notes of such holder or beneficial owner at the least of (a)
the principal amount thereof, (b) the price at which such holder or beneficial
owner acquired the Notes and (c) the current market value of such Notes,
together with, in each case, accrued and unpaid interest, if any, to the earlier
of the date of redemption or the date when it was discovered the holder or
beneficial owner was not a Qualified Purchaser. The Issuer shall notify the
Trustee in writing of any such redemption as soon as possible.

         SECTION 2.15. Certain Transfer Provisions. The following transfers
provisions shall apply to the transfers of Notes.

         (a) Transfers to Non-Qualified Institutional Buyers who are Accredited
Investors. The following provisions shall apply with respect to the registration
of any proposed transfer of a Note to any Accredited Investor which is not a
Qualified Institutional Buyer:

                  (i) The Trustee shall register the transfer of any Note or a
         beneficial interest therein, whether or not bearing the applicable
         legend, only if (x) the requested transfer is at least two years (or
         such shorter period as may be specified under Rule 144A under the
         Securities Act) after the later or the original issuance date of the
         Notes and the last date on which such Note was held by the Issuer, the
         Trustee or any Affiliate of any of such Persons or (y) (a) the proposed
         transferee has checked the applicable box provided for on the form of
         Note, if in definitive form, (b) the proposed transferor has provided
         the Trustee with a note substantially in the form the applicable
         exhibit hereto, (c) the transferor or the transferee has delivered to
         the Trustee and the Issuer an opinion of counsel in form and scope
         satisfactory to the Trustee and the Issuer, (d) the transferee has
         executed a certificate with respect to such transfer in the form of
         Exhibit F attached hereto and (e) the aggregate principal amount of the
         Note transferred is at least $100,000. Except as provided in the
         foregoing sentence, the Registrar shall not register the transfer of
         any Note to any Accredited Investor which is not a Qualified
         Institutional Buyer.

                  (ii) If the proposed transferor is a participant holding a
         beneficial interest in a Global Note, upon receipt by the Trustee of
         (x) the documents, if any, required by paragraph (i) above and (y)
         instructions given in accordance with DTC's and the Trustee's
         procedures, the Trustee shall reflect on its books and records the date
         of the transfer and a decrease in the aggregate principal amount of
         such Global Note in an amount equal to the aggregate principal amount
         of the beneficial interest in such Global Note to be transferred, and
         the Trustee shall execute, authenticate and deliver to the transferor
         or as the transferor directs, one or more Definitive Notes of like
         tenor and amount.

                  (iii) If the proposed transferor is an Accredited Investor
         holding a Definitive Note, upon fulfillment of the requirements
         specified in clause (y) of paragraph (i) above by another Accredited
         Investor, the Trustee shall on its books and records the date of the

                                       18
<PAGE>

         transfer and the Trustee shall execute, authenticate and deliver to the
         transferor or as the transferor directs, one or more new Definitive
         Notes of like tenor and amount.

         (b) Transfers to Qualified Institutional Buyers. The following
provisions shall apply with respect to the registration of any proposed transfer
of a Note to a Qualified Institutional Buyer (excluding non-U.S. Persons):

                  (i) If the Note to be transferred to consists of Definitive
         Notes, the Trustee shall register the transfer if such transfer is
         being made by a proposed transferor who has checked the box provided
         for on the form of Note, if in definitive form, and has provided the
         Trustee with a certificate in respect of such transfer in the form
         attached as Exhibit F hereto of the transferee who has signed the
         required certification provided on the form of Note.

                  (ii) Upon receipt by the Trustee of (x) the documents, if any,
         required by paragraph (i) above and (y) instructions given in
         accordance with DTC's and the Trustee's procedures, the Trustee shall
         reflect on its books and records the date of the transfer and an
         increase in the aggregate principal amount of the Global Note in an
         amount equal to the principal amount of the beneficial interest in such
         Definitive Note being transferred, and the Trustee shall cancel such
         Definitive Note.

                                   ARTICLE III
                    Representations, Warranties and Covenants
                    -----------------------------------------

         SECTION 3.1. Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal and interest, if any, on the Notes in
accordance with the terms of the Notes and this Indenture. Subject to Section
4.4 of the Sale and Servicing Agreement, without limiting the foregoing, the
Issuer will cause to be distributed to the Noteholders all amounts on deposit in
the Note Payment Account on a Payment Date. Amounts properly withheld under the
Code or any applicable State law by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

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

                                       19
<PAGE>

         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 Payment Account
pursuant to Section 8.2(b) shall be made on behalf of the Issuer by the Trustee
or by another Paying Agent, and no amounts so withdrawn from the Note Payment
Account for payments of Notes shall be paid over to the Issuer, except as
provided in Section 4.4 of the Sale and Servicing Agreement.

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

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

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

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

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

                  (v) on behalf of and at the direction of the Issuer, comply
         with all requirements of the Code and any applicable State law 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 Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such payment
by any Paying Agent to the Trustee, such Paying Agent shall be released from all
further liability with respect to such money.

         Any money held by the Trustee or any Paying Agent in trust for the
payment of any amount due with respect to any Note and remaining unclaimed for
two years after such amount has become due and payable shall be discharged from
such trust and upon Issuer Request shall

                                       20
<PAGE>

be deposited by the Trustee in the Collection Account; and the Holder of such
Note shall thereafter, as an unsecured general creditor, look only to the Issuer
for payment thereof, and all liability of the Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, that the Trustee or
such Paying Agent, before being required to make any such repayment, may at the
expense of the Issuer cause to be published once, in a newspaper published in
the English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than 30 days
from the date of such publication, any unclaimed balance of such money then
remaining will be repaid to or for the account of the Issuer. The Trustee may
also adopt and employ, at the expense of the Issuer, any other reasonable means
of notification of such repayment (including mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in moneys due and payable but not
claimed is determinable from the records of the Trustee or of any Paying Agent,
at the last address of record for each such Holder).

         SECTION 3.4. Existence. The Issuer will keep in full effect its
existence, rights and franchises as a limited liability company under the laws
of the State of Delaware (unless it becomes, or any successor Issuer hereunder
is or becomes, organized under the laws of any other state or of the United
States of America, in which case the Issuer will keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
will obtain and preserve its qualification to do business in each jurisdiction
where the failure to do so would adversely affect (i) the validity and
enforceability of this Indenture, the Notes, the Indenture Collateral and each
other instrument or agreement included in the Trust Estate or (ii) the ability
of the Issuer to enforce its rights under the Receivables and the ability of the
Issuer to perform its obligations under the Issuer's Related Documents.

         SECTION 3.5.  Protection of Trust Estate.

         (a) Security Interest. Upon the filing of the UCC financing statements
described in paragraph (b) below, the Trustee for the benefit of the Secured
Parties shall have a first priority, perfected security interest in the
Receivables and in the proceeds thereof, except for Liens permitted under the
terms hereof. All filings (including, without limitation, UCC filings) as are
necessary in any jurisdiction to perfect the security interest of the Trustee in
the Trust Estate, including the transfer of the Receivables and the proceeds
thereof and the payments to become due thereunder, have been made.

         (b) The Issuer intends the security interest Granted pursuant to this
Indenture in favor of the Trustee for the benefit of the Secured Parties to be
prior to all other Liens in respect of the Trust Estate, and the Issuer shall
take all actions necessary to obtain and maintain, in favor of the Trustee for
the benefit of the Secured Parties, a first Lien on and a first priority,
perfected security interest in the Trust Estate. The Issuer will from time to
time execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, all as prepared by the

                                       21
<PAGE>

Servicer and delivered to the Issuer, and will take such other action necessary
or reasonably advisable to:

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

                  (ii) maintain the Trust Estate free and clear of all Liens
         (other than Liens in favor of the Issuer or the Trustee created
         pursuant to this Agreement or the Related Documents);

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

                  (iv) perfect and protect the validity of any Grant made or to
         be made by this Indenture;

                  (v) enforce any of the Indenture Collateral;

                  (vi) preserve and defend title to the Trust Estate and the
         rights of the Trustee and the Noteholders in such Trust Estate against
         the claims of all Persons; and

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

The Issuer hereby designates the Trustee as its agent and attorney-in-fact to
execute any financing statement, continuation statement or other instrument
required by the Trustee pursuant to this Section 3.5.

         SECTION 3.6. Opinions as to Receivables. On the Closing Date the Issuer
shall furnish to the Trustee an Opinion of Counsel either stating that, in the
opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents and with respect to the authorization and filing
of any financing statements and continuation statements, as are necessary to
perfect and make effective the first priority lien and security interest in the
Receivables in favor of the Trustee for the benefit of the Secured Parties,
created by this Indenture and reciting the details of such action, or stating
that, in the opinion of such counsel, no such action is necessary to make such
Lien and security interest effective.

         SECTION 3.7.  Performance of Obligations; Servicing of Receivables.

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

                                       22
<PAGE>

as expressly provided in this Indenture, the Sale and Servicing Agreement or
such other instrument or agreement.

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

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Related
Documents and in the instruments and agreements included in the Trust Estate,
including filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture and
the Sale and Servicing Agreement in accordance with and within the time periods
provided for herein and therein.

         (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Termination Event under the Sale and Servicing Agreement, the Issuer shall
promptly notify in writing the Trustee and the Rating Agency thereof, and shall
specify in such notice the action, if any, the Issuer is taking with respect
thereto. If a Servicer Termination Event shall arise from the failure of the
Servicer to perform any of its duties or obligations under the Sale and
Servicing Agreement with respect to the Receivables, the Issuer shall take all
reasonable steps available to it to remedy such failure.

         (e) If notice of termination has been given to the Servicer of the
Servicer's rights and powers pursuant to Section 8.2 of the Sale and Servicing
Agreement, the Backup Servicer shall be appointed as successor servicer in
accordance with Section 8.3 of the Sale and Servicing Agreement.

         (f) Upon any termination of the Servicer's rights and powers pursuant
to the Sale and Servicing Agreement, the Issuer shall promptly notify in writing
the Trustee and the Rating Agency. As soon as a successor Servicer is appointed,
the Issuer shall notify in writing the Trustee and the Rating Agency of such
appointment, specifying in such notice the name and address of such successor
Servicer.

         (g) The Issuer agrees that it will not waive timely performance or
observance by the Servicer, the Backup Servicer or the Seller of their
respective duties under the Related Documents if the effect thereof would or
could reasonably be expected to adversely affect the Holders of the Notes,
except as expressly permitted by the Related Documents.

         SECTION 3.8. Negative Covenants. Until the Termination Date, the Issuer
shall not:

                  (i) except as expressly permitted by this Indenture, the Sale
         and Servicing Agreement or any other Related Document, sell, transfer,
         exchange or otherwise dispose of any of the properties or assets of the
         Issuer, including those included in the Trust Estate, unless directed
         in writing to do so by the Trustee;

                                       23
<PAGE>

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the Lien in favor of the Trustee
         created by this Indenture to be amended, hypothecated, subordinated,
         terminated or discharged, or permit any Person to be released from any
         covenants or obligations with respect to the Notes under this Indenture
         except as may be expressly permitted hereby, (B) permit any Lien,
         (other than the Lien in favor of the Trustee created by this Indenture)
         to be created on or extend to or otherwise arise upon or burden the
         Trust Estate or any part thereof or any interest therein or the
         proceeds thereof (C) permit the Lien in favor of the Trustee created by
         this Indenture not to constitute a valid first priority, perfected
         security interest in the Trust Estate, or (D) amend, waive, modify or
         fail to comply with the provisions of the Related Documents without the
         prior written consent of the Note Voting Amount, except as expressly
         permitted by the Related Documents; or

                  (iv) amend its operating agreement without satisfying the
         Rating Agency Condition.

         SECTION 3.9. Annual Statement as to Compliance. The Issuer will deliver
to the Trustee, the Rating Agency and the Noteholders, within 120 days after the
end of each fiscal year of the Issuer (commencing with the fiscal year 2003), an
Officer's Certificate stating, as to the Authorized Officer signing such
Officer's Certificate, that

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

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

         SECTION 3.10.  Consolidation and Disposition of Assets.

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

         (b) The Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Trust Estate, to any
Person (except as expressly permitted by this Indenture and the Related
Documents).

                                       24
<PAGE>

         SECTION 3.11. Release of Issuer. If an exception pursuant to the
parenthetical in Section 3.10(b) is applicable, upon a conveyance or transfer of
all the assets and properties of the Issuer, the Issuer will be released from
every covenant and agreement of this Indenture to be observed or performed on
the part of the Issuer with respect to the Notes immediately upon the delivery
of written notice to the Trustee and the Rating Agency stating that the Issuer
is to be so released.

         SECTION 3.12. No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the other Related
Documents and activities incidental thereto; provided, however, that the Issuer
may from time to time enter into other indentures and related documents (on
terms substantially similar to those contained herein and in the other Related
Documents or on such other terms that do not adversely affect the interests of
the Noteholders) and issue additional Series with respect to the securitization
of other pools of receivables (which are not Receivables) so long as the Rating
Agency Condition has been satisfied.

         SECTION 3.13. No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for (i) the Notes and (ii) any other indebtedness permitted
by or arising under Section 3.12 or the Related Documents. The proceeds of the
Notes shall be used exclusively to fund the Issuer's purchase of the
Receivables, to fund the Reserve Account and to pay the Issuer's organizational,
transactional and start-up expenses.

         SECTION 3.14. Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Article III of the Sale and Servicing Agreement.

         SECTION 3.15. Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, 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, any other interest in, or make any capital
contribution to, any other Person.

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

         SECTION 3.17. Restricted Payments. Except as expressly permitted by
this Indenture or the Sale and Servicing Agreement, the Issuer shall not,
directly or indirectly, (i) make any distribution (by reduction of capital or
otherwise), whether in cash, property, securities or a combination thereof, to
its member or any owner of a beneficial interest in the Issuer or otherwise with
respect to any ownership or equity interest or security in or of the Issuer or
to the Servicer (except for the distribution of amounts received by the Issuer
or the Servicer pursuant to

                                       25
<PAGE>

Section 4.4 of the Sale and Servicing Agreement or otherwise released in
accordance with the Related Documents), (ii) redeem, purchase, retire or
otherwise acquire for value any such ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose. The
Issuer will not, directly or indirectly, make payments to or distributions from
the Collection Account except in accordance with this Indenture and the Related
Documents.

         SECTION 3.18. Notice of Events of Default. The Issuer agrees to give
the Trustee, the Noteholders and the Rating Agency prompt written notice of (i)
each Default or Event of Default hereunder, the status thereof and what action
the Issuer is taking or proposes to take with respect thereto and (ii) each
Servicer Termination Event or default on the part of the Servicer or the Seller
of its obligations under the Sale and Servicing Agreement.

         SECTION 3.19. Further Instruments and Acts. Upon request of the
Trustee, the Issuer will execute and deliver such further instruments and do
such further acts as may be reasonably requested to carry out more effectively
the purpose of this Indenture.

         SECTION 3.20. Compliance with Laws. The Issuer shall comply with the
requirements of all applicable laws, the non-compliance with which would,
individually or in the aggregate, adversely affect the ability of the Issuer to
perform its obligations under the Notes, this Indenture or any Related Document.

         SECTION 3.21. Amendments of Sale and Servicing Agreement. The Issuer
shall not agree to any amendment pursuant to Section 10.1 of the Sale and
Servicing Agreement to eliminate the requirements thereunder that the Trustee or
the Holders of the Notes consent to amendments thereto as provided therein
(unless otherwise agreed to by the Trustee and Noteholders pursuant thereto).

         SECTION 3.22. Tax Characterization. (a) The Issuer has structured this
Indenture and the Notes with the intention that the Notes will qualify under
applicable federal, state and local tax law as indebtedness. The Issuer and each
Holder agrees to treat, and take no action inconsistent with the treatment of,
the Notes (or any beneficial interest therein) as indebtedness for purposes of
federal, state and local income or franchise taxes and any other tax imposed on
or measured by income. Each Holder, by acquisition of a beneficial interest in a
Note, agrees to be bound by the provisions of this Section 3.22(a).

         (b) For purposes of federal income, state and local income and
franchise and any other income taxes, the Issuer directs the Trustee to treat
the Notes as debt of the Issuer.

         SECTION 3.23. Investment Company Act. The Issuer shall conduct its
operations in a manner that will not subject it to registration as an
"investment company" under the 1940 Act.

         SECTION 3.24. Separate Corporate Existence. The Issuer shall maintain
its identity as a legal entity separate from the Servicer and the Seller and
make it apparent to third Persons that the Issuer is an entity with assets and
liabilities distinct from those of the Servicer, the Seller and

                                       26
<PAGE>

any other Person, and is not a division of the Servicer or the Seller or any
other Person (except that the Issuer may be disregarded for tax purposes).
Without limiting the generality of the foregoing and in addition to and
consistent with the covenant set forth in Section 3.4, the Issuer shall take
such actions as shall be required in order that:

         (a) The Issuer will be a limited purpose limited liability company
whose primary activities are restricted in its operating agreement;

         (b) At least one member of the Issuer's board of directors (the
"Independent Manager") shall be an individual who is not at the present, at any
time during the preceding five years nor while serving as director be (i) a
director (with the exception of serving as the Independent Manager of the Issuer
or any affiliate or other similar capacity), officer, partner, member, attorney
or counsel, employee or former employee of the Issuer or any affiliate, (ii) a
holder (directly or indirectly) of any voting securities of any affiliate of the
Issuer, (iii) a customer, supplier or other person who derives any of its
material purchases or revenues from its activities with the Issuer, (iv) a
natural person related to any such director, officer, partner, member, attorney
or counsel, employee or former employee, customer, supplier, or holder (directly
or indirectly) of any voting securities of any affiliate of the Issuer; the
operating agreement of the Issuer shall provide that (i) the Issuer's board of
directors shall not approve, or take any other action to cause the filing of, a
voluntary or involuntary bankruptcy petition with respect to the Issuer unless
the Independent Manager shall approve the taking of such action in writing prior
to the taking of such action, and (ii) such provision cannot be amended without
the prior written consent of the Independent Manager;

         (c) The Independent Manager shall not at any time serve as a trustee in
bankruptcy for the Seller, the Servicer or any Affiliate thereof;

         (d) Any employee, consultant or agent of the Issuer will be compensated
from funds of the Issuer, as appropriate, for services provided to the Issuer;

         (e) The Issuer will contract with the Servicer to perform all
operations required on a daily basis to service the Receivables. The Issuer will
pay the Servicer a quarterly fee as provided in the Sale and Servicing
Agreement;

         (f) The Issuer will not incur any material indirect or overhead
expenses for items shared among the Issuer and the Seller, the Servicer or any
other Affiliate thereof (except to the extent the Issuer has benefited thereby);
to the extent, if any, that the Issuer and the Seller, the Servicer or any other
Affiliate thereof share items of expenses such as legal, auditing and other
professional services, such expenses will be allocated to the extent practical
on the basis of actual use or the value of services rendered, and otherwise on a
basis reasonably related to the actual use or the value of services rendered, it
being understood that the Seller may pay certain expenses relating to the
preparation, negotiation, execution and delivery of the Related Documents;

                                       27
<PAGE>

         (g) The Issuer's operating expenses will not be paid by the Seller, the
Servicer or any other Affiliate thereof except as permitted under the terms of
the Related Documents;

         (h) The Issuer will conduct all business correspondence in its own
name;

         (i) The Issuer's books and records will be maintained separately from
those of the Seller, the Servicer and any other Affiliate thereof;

         (j) All audited financial statements of the Seller, the Servicer or any
Affiliate thereof that are consolidated to include the Issuer will contain
detailed notes clearly stating that (A) all of the Issuer's assets are owned by
the Issuer, and (B) the Issuer is a separate corporate entity;

         (k) Each of the Issuer's assets will be maintained in a manner that
facilitates its identification and segregation from those of the Seller, the
Servicer or any Affiliate thereof;

         (l) The Issuer will strictly observe limited liability company
formalities in its dealings with the Seller, the Servicer or any Affiliate
thereof, and funds or other assets of the Issuer will not be commingled with
those of the Seller, the Servicer or any Affiliate thereof (except, with respect
to the Servicer, to the extent provided for in the Related Documents); the
Issuer shall not maintain joint bank accounts or other depository accounts to
which the Seller or any Affiliate thereof (other than the Servicer) has
independent access;

         (m) Except with respect to credit insurance premiums, the Issuer shall
pay to the Seller, the Servicer or any Affiliate thereof the marginal increase
of (or, in the absence of such increase, the market amount of its portion of)
the premium payable with respect to any insurance policy that covers the Issuer
and the Seller, the Servicer or any Affiliate thereof, but the Issuer shall not,
directly or indirectly, be named or enter into an agreement to be named, as a
direct or contingent beneficiary or loss payee, under any such insurance policy,
with respect to any amounts payable due to occurrences or events related to the
Seller, the Servicer or any Affiliate thereof;

         (n) The Issuer will maintain arm's-length relationships with the
Seller, the Servicer and any Affiliate thereof. The Issuer does not act as an
agent of the Seller or Servicer and neither the Seller nor the Servicer acts as
an agent of the Issuer. Any Person that renders or otherwise furnishes services
to the Issuer will be compensated thereby at market rates for such services it
renders or otherwise furnishes thereto except as otherwise provided in the
Related Documents; and

         (o) The Issuer confirms that the statements contained under
"Assumptions of Fact" in the opinion of Vedder, Price, Kaufman & Kammholz
regarding substantive consolidation matters delivered to the Trustee on the
Closing Date are true and correct with respect to itself, and that the Issuer
will comply with any covenants or obligations assumed to be complied with by it
therein as if such covenants and obligations were set forth herein.

                                       28
<PAGE>

         SECTION 3.25. Delivery of Collections. The Issuer agrees to hold in
trust and promptly pay to the Trustee all amounts received by the Issuer in
respect of the Trust Estate (other than distributions to the Issuer pursuant to
Section 4.4 of the Sale and Servicing Agreement).

         SECTION 3.26. Use of Proceeds. The proceeds from the sale of the Notes
will be used by the Issuer (i) to purchase the Receivables, (ii) to pay the
expenses associated with the issuance of the Notes pursuant to this Indenture
and the transactions contemplated hereby and by the Sale and Servicing Agreement
and (iii) for the Issuer's general business purposes. None of the transactions
contemplated in this Indenture or the Sale and Servicing Agreement (including
the use of proceeds from the sale of the Notes) will result in a violation of
Section 7 of the Exchange Act, or any regulations issued pursuant thereto,
including Regulations G and X of the Board of Governors of the Federal Reserve
System, 12 C.F.R., Chapter II. The Issuer does not own or intend to carry or
purchase any "margin security" within the meaning of said Regulation G,
including margin securities originally issued by it or any "margin stock".

         SECTION 3.27. Sale and Servicing Agreement. As of the Closing Date, the
Issuer has entered into the Sale and Servicing Agreement with the Seller
relating to its acquisition of the Receivables, and the representations,
warranties and covenants made by the Seller under the Sale and Servicing
Agreement relating to such Receivables have been validly assigned to and are for
the benefit of the Issuer, the Trustee and the Noteholders.

         SECTION 3.28. Bulk Transfer Laws. The transfer, assignment and
conveyance of the Receivables by the Seller to the Issuer pursuant to the Sale
and Servicing Agreement, and the grant of a security interest in the Receivables
by the Issuer to the Trustee pursuant to this Indenture, are not subject to the
bulk transfer or any similar statutory provisions in effect in any applicable
jurisdiction.

         SECTION 3.29. Name and Other Changes. At least 30 days prior to the
date the Issuer intends to make any change in its name, identity or corporate
structure which could render any financing statement or continuation statement
filed in accordance herewith seriously misleading within the applicable
provisions of the UCC or any title statute, the Issuer shall give the Trustee
and the Rating Agency written notice of any such proposed change and no later
than two days after the effective date thereof, shall file appropriate
amendments to all previously filed financing statements or continuation
statements. At least 30 days prior to the date of any change in the Issuer's
location (as such term is used in the applicable UCC), the Issuer shall give the
Trustee and the Rating Agency written notice thereof and the Issuer shall within
two days after the effective date thereof, file any amendment or new financing
statement requested by the Trustee. Prior to effectuating any change in its
name, identity, corporate structure or location, the Issuer shall deliver to the
Trustee, an Opinion of Counsel either (a) stating that, in the opinion of such
counsel, all financing statements and continuation statements have been
authorized and filed that are necessary fully to preserve and protect the
security interest of the Trustee for the benefit of the Noteholders in the
Receivables, and reciting the details of such filings or referring to prior
Opinions of Counsel in which such details are given, or (b) stating that, in the
opinion of such counsel, no such action is necessary to preserve and protect
such interest.

                                       29
<PAGE>

         SECTION 3.30. Indenture Collateral. The Issuer has no actual or
constructive knowledge that the Indenture Collateral is subject to any actual or
claimed Lien or ownership interest of any Person (other than the Issuer and the
Trustee).

                                   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 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, interest and premium, if any, thereon, (iv) Sections 3.3, 3.4,
3.10, 3.12, 3.20, 3.21 and 3.22, (v) the rights, obligations and immunities of
the Trustee hereunder (including the rights of the Trustee under Section 6.7 and
the obligations of the Trustee under Section 4.2) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Trustee payable to all or any of them, and the Trustee, on demand of
and at the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes (and the
release of the Trust Estate (other than amounts deposited as part of the Trust
Estate pursuant to clause (A) below)), when:

                  (A) either

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

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

                                    (i) have become due and payable, or

                                    (ii) will become due and payable at the
                           Final Scheduled Payment Date within one year, or

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

                  and the Issuer, in the case of (i), (ii) or (iii) above, has
                  irrevocably deposited or caused to be irrevocably deposited
                  with the Trustee as part of the Trust Estate cash or direct
                  obligations of or obligations guaranteed by the United States
                  of America (which will mature prior to the date such amounts
                  are payable), in trust in an Eligible Account in the name of
                  the Trustee for such purpose, in an amount

                                       30
<PAGE>

                  sufficient to pay and discharge the entire indebtedness on
                  such Notes not theretofore delivered to the Trustee for
                  cancellation when due with interest accrued to the Final
                  Scheduled Payment Date or Redemption Date (if Notes shall have
                  been called for redemption pursuant to Section 10.1), as the
                  case may be;

                  (B) the Issuer has paid or caused to be paid or provided for
         payment pursuant to clause (A) above all Secured Obligations; and

                  (C) the Issuer has delivered to the Trustee an Officer's
         Certificate and (if requested by the Trustee) an Independent
         Certificate from a firm of certified public accountants, 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
         and the Rating Agency Condition has been satisfied.

         SECTION 4.2. Application of Trust Money. All moneys deposited with the
Trustee pursuant to Section 4.1 hereof 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 Trustee may
determine, to the Holders of the Notes for the payment or redemption of which
such moneys have been deposited with the Trustee, of all sums due and to become
due thereon for principal and interest, but such moneys need not be segregated
from other funds except to the extent required herein or in the Sale and
Servicing Agreement or required by law and shall be held by the Trustee
uninvested or invested in Eligible Investments which meet the criteria specified
in clause (f) of the definition of Eligible Investments.

         SECTION 4.3. Payment of Moneys Held by Paying Agent. In connection with
the satisfaction and discharge of this Indenture with respect to the Notes, all
moneys then held by any Paying Agent other than the Trustee under the provisions
of this Indenture with respect to such Notes shall, upon demand of the Issuer,
be paid to the 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 moneys.

         SECTION 4.4. Release of Trust Estate. The Trustee shall, on or after
the deposit of funds sufficient to pay the Secured Obligations when due pursuant
to Section 4.1, release any remaining portion of the Trust Estate (except such
funds) from the lien created by this Indenture and deposit in the Collection
Account any funds then on deposit in any other Trust Account. The Trustee shall
release property from the lien created by this Indenture pursuant to this
Section 4.4 only upon receipt of a written request of the Issuer accompanied by
an Officer's Certificate and an Opinion of Counsel to the effect that all
conditions precedent in this Indenture to the release of such lien have been
fulfilled.

                                       31
<PAGE>

                                    ARTICLE V
                           Events of Default; Remedies
                           ---------------------------

         SECTION 5.1. Events of Default. "Event of Default," wherever used
herein, means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

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

                  (ii) any failure to make any required payment of the principal
         on the Notes when the same becomes due and payable, to the extent funds
         are available therefor, and such failure shall continue for a period of
         one Business Day; or

                  (iii) default in the observance or performance in any respect
         of any covenant or agreement of the Issuer made in this Indenture or
         the Sale and Servicing Agreement (other than a covenant or agreement, a
         default in the observance or performance of which is specifically dealt
         with elsewhere in this Section), or any representation or warranty of
         the Issuer made in this Indenture, the Sale and Servicing Agreement or
         in any certificate or other writing delivered pursuant hereto or in
         connection herewith proving to have been incorrect in any respect as of
         the time when the same shall have been made, and such default shall
         continue or not be cured, or the circumstance or condition in respect
         of which such misrepresentation or warranty was incorrect shall not
         have been eliminated or otherwise cured, for a period of 30 days after
         knowledge thereof by the Issuer or there shall have been given, by
         registered or certified mail, to the Issuer by the Trustee or to the
         Issuer and the Trustee by the Holders of at least 25% of the Note
         Balance, a written notice specifying such default or incorrect
         representation or warranty and requiring it to be remedied and stating
         that such notice is a "Notice of Default" hereunder; or

                  (iv) the filing of a petition or the entry of an order for
         relief by a court having jurisdiction in the premises, in respect of
         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 Issuer or for any substantial
         part of the Trust Estate, or ordering the winding-up or liquidation of
         the Issuer's affairs, and such petition, order for relief or
         appointment shall not be dismissed or remain unstayed and in effect for
         a period of 60 consecutive days; or

                  (v) the commencement by the Issuer of a voluntary case under
         any applicable Federal or state bankruptcy, insolvency or other similar
         law now or hereafter in effect, or the consent by the Issuer to the
         entry of an order for relief in an involuntary case under any such law,
         or the consent by the Issuer to the appointment or taking possession by
         a

                                       32
<PAGE>

         receiver, liquidator, assignee, custodian, trustee, sequestrator or
         similar official of the Issuer or for any substantial part of the Trust
         Estate, or the making by the Issuer of any general assignment for the
         benefit of creditors, or the failure by the Issuer generally to pay its
         debts as such debts become due, or the taking of action by the Issuer
         in furtherance of any of the foregoing;

                  (vi) failure to pay the Secured Obligations in full on or
         prior to the Final Scheduled Payment Date; or

                  (vii) the Issuer becomes subject to registration as an
         "investment company" under the 1940 Act.

         SECTION 5.2.  Rights upon Event of Default.

         If an Event of Default specified in Section 5.1(i), (ii), (iv) or (v)
shall have occurred and be continuing, the Trustee shall automatically declare
by written notice to the Issuer that the Notes become, whereupon they shall
become, immediately due and payable at one hundred percent (100%) of their
outstanding principal balance, together with accrued and unpaid interest thereon
(and any interest on such unpaid interest to the extent provided herein or in
the Sale and Servicing Agreement); provided, however, that if an Event of
Default specified in Section 5.1(i), (ii), (iv) or (v) shall have occurred and
be continuing, such declaration may be rescinded by Noteholders representing at
least 80% of the Note Balance directing the Trustee in writing to such effect.
If an Event of Default specified in Section 5.1(iii), (vi) or (vii) shall have
occurred and be continuing, the Trustee shall, if so requested in writing by the
Note Voting Amount, declare by written notice to the Issuer, that the Notes
become, whereupon they shall become, immediately due and payable at one hundred
percent (100%) of their outstanding principal balance, together with accrued and
unpaid interest thereon (and any interest on such unpaid interest to the extent
provided herein or in the Sale and Servicing Agreement). The Trustee shall send
written notice to the Rating Agency and the Noteholders, of any such declaration
or rescission on the same day the Trustee sends such notice to the Issuer or
within two (2) Business Days of it receiving such direction of rescission.

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

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

                                       33
<PAGE>

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

         (c) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Trust Estate, Proceedings under Title 11 of the United States Code or any
other applicable Federal or state bankruptcy, insolvency or other similar law,
or in case a receiver, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator or similar official shall have been appointed for or
taken possession of the Issuer or its property or such other obligor or Person,
or in case of any other comparable judicial Proceedings relative to the Issuer
or other obligor upon the Notes, or to the creditors or property of the Issuer
or such other obligor, the 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 Trustee shall have made any demand
pursuant to the provisions of this Section, shall be entitled and empowered, by
intervention in such Proceedings or otherwise:

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

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

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

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

and any trustee, receiver, liquidator, assignee, custodian, sequestrator or
other similar official in any such Proceeding is hereby authorized by each of
such Noteholders to make payments to the Trustee, and, in the event that the
Trustee shall consent to the making of payments directly to such Noteholders, to
pay to the Trustee such amounts as shall be sufficient to cover reasonable

                                       34
<PAGE>

compensation to the Trustee, each predecessor Trustee and their respective
agents, attorneys and counsel, and all other expenses and liabilities incurred,
and all advances made, by the Trustee and each predecessor Trustee except as a
result of negligence or bad faith.

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

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

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

         SECTION 5.4. Remedies. If an Event of Default shall have occurred and
be continuing the Trustee may, and at the direction of the Note Voting Amount
shall, exercise (subject to Section 5.5) any one or more of the following
remedies, whether subsequently or concurrently:

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

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

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

                  (iv) 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; provided, that the Trustee
         may not sell or otherwise liquidate the Trust Estate following an Event
         of Default, other than an Event of Default described in Section 5.1(i)
         or (ii),

                                       35
<PAGE>

         unless (A) all the Noteholders consent thereto, (B) the proceeds of
         such sale or liquidation distributable to the Noteholders are
         sufficient to discharge in full all amounts then due and unpaid upon
         such Notes for principal and interest (after payment of any amounts
         required to be paid prior to the Noteholders in accordance with the
         terms hereof) or (C) the Trustee determines that the Trust Estate will
         not continue to provide sufficient funds for the payment of principal
         of and interest on the Notes as they would have become due if the Notes
         had not been declared due and payable, and the Trustee provides prior
         written notice to the Rating Agency and obtains the consent of the Note
         Voting Amount. In determining such sufficiency or insufficiency with
         respect to clauses (B) and (C), the Trustee may, but need not, obtain
         and rely upon an opinion of an Independent investment banking or
         accounting firm of national reputation as to the feasibility of such
         proposed action and as to the sufficiency of the Trust Estate for such
         purpose.

         SECTION 5.5. Optional Preservation of the Receivables. If the Notes
have been declared to be due and payable under Section 5.2 and such declaration
and its consequences have not been rescinded and annulled, the Trustee shall, if
so directed in writing by the Note Voting Amount, elect to maintain possession
of the Trust Estate. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal of and
interest on the Notes, and the Trustee shall take such desire into account when
determining whether or not to maintain possession of the Trust Estate. In
determining whether to maintain possession of the Trust Estate, the Trustee may,
but need not, obtain and rely upon an opinion of an Independent investment
banking or accounting firm of national reputation as to the feasibility of such
proposed action and as to the sufficiency of the Trust Estate for such purpose.

         SECTION 5.6. Priorities. If the Trustee collects any money or property
pursuant to this Article V, the Trustee shall pay out such money or property
according to the priorities set forth in Section 4.4 of the Sale and Servicing
Agreement.

         The Trustee may fix a special record date and special payment date for
any payment to Noteholders pursuant to this Section 5.6. At least 15 days before
such special record date, the Trustee shall mail to the Rating Agency, each
Noteholder and the Issuer a notice that states the special record date, the
special payment date and the amount to be paid.

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

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

                  (ii) the Holders of not less than 25% of the Note Balance have
         made written request to the Trustee to institute such Proceeding in
         respect of such Event of Default in its own name as Trustee hereunder;

                                       36
<PAGE>

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

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

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

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

         In the event the Trustee shall receive conflicting or inconsistent
requests and indemnity from two or more groups of Holders of Notes, each
representing less than the Note Voting Amount, the Trustee in its sole
discretion may determine what action, if any, shall be taken, notwithstanding
any other provisions of this Indenture.

         SECTION 5.8. 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, on or after the Redemption Date) and to institute suit
for the enforcement of any such payment, and such right shall not be impaired
without the consent of such Holder.

         SECTION 5.9. Restoration of Rights and Remedies. If the Trustee or any
Noteholder has instituted any Proceeding to enforce any right or remedy under
this Indenture and such Proceeding has been discontinued or abandoned for any
reason or has been determined adversely to the Trustee or to such Noteholder,
then and in every such case the Issuer, the Trustee and the Noteholders shall,
subject to any determination in such Proceeding, be restored severally and
respectively to their former positions hereunder, and thereafter all rights and
remedies of the Trustee and the Noteholders shall continue as though no such
Proceeding had been instituted.

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

                                       37
<PAGE>

         SECTION 5.11. Delay or Omission Not a Waiver. No delay or omission of
the Trustee 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 Trustee
or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Noteholders, as the case may be.

         SECTION 5.12. Control by Noteholders. The Note Voting Amount shall have
the right to direct the time, method and place of conducting any Proceeding for
any remedy available to the Trustee with respect to the Notes or exercising any
trust or power conferred on the Trustee; provided that

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

                  (ii) subject to the express terms of Section 5.4, any
         direction to the Trustee to sell or liquidate the Trust Estate shall be
         by the Holders of Notes representing all the Noteholders;

                  (iii) if the conditions set forth in Section 5.5 have been
         satisfied and the Trustee elects to retain the Trust Estate pursuant to
         such Section, then any direction to the Trustee by all the Noteholders
         to sell or liquidate the Trust Estate shall be of no force and effect;
         and

                  (iv) the Trustee may take any other action deemed proper by
         the Trustee that is not inconsistent with such direction; provided,
         that, subject to Section 6.1, the Trustee need not take any action that
         it determines might involve it in liability or would be expected to
         materially adversely affect the rights of any Noteholders not
         consenting to such action, except that no such action shall be deemed
         to be expected to materially adversely affect the rights of the Holders
         of any Notes by reason of such Holders being subordinate to the Holders
         of any other Notes under the terms of this Indenture or with respect to
         the Indenture Collateral.

         SECTION 5.13. Waiver of Past Defaults. The Note Voting Amount may waive
any past Default or Event of Default and its consequences except a Default (a)
in payment of principal of or interest on any of the Notes or (b) in respect of
a covenant or provision hereof which cannot be modified or amended without the
consent of the Holder of each Note; provided, however, that the declaration of
the Events of Default set forth in clauses (i), (ii), (iv) and (v) of such
Section may be rescinded only by Noteholders representing at least 80% of the
Note Balance. In the case of any such waiver or rescission, the Issuer, the
Trustee and the Holders of the Notes shall be restored to their former positions
and rights hereunder, respectively; but no such waiver or rescission shall
extend to any subsequent or other Default or impair any right consequent
thereto.

         Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to

                                       38
<PAGE>

have been cured and not to have occurred, for every purpose of this Indenture;
but no such waiver shall extend to any subsequent or other Default or impair any
right consequent thereto.

         SECTION 5.14. Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by any Noteholder,
or group of Noteholders, in each case holding in the aggregate more than 10% of
the Note Balance or (c) any suit instituted by any Noteholder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

         SECTION 5.15. Waiver of Stay or Extension Laws. The Issuer covenants
(to the extent that it may lawfully do so) that it will not at any time insist
upon, or plead or in any manner whatsoever, claim or take the benefit or
advantage of, any stay or extension law wherever enacted, now or at any time
hereafter in force, that may affect the covenants or the performance of this
Indenture; and the Issuer (to the extent that it may lawfully do so) hereby
expressly waives all benefit or advantages of any such law, and covenants that
it will not hinder, delay or impede the execution of any power herein granted to
the Trustee, but will suffer and permit the execution of every such power as
though no such law had been enacted.

         SECTION 5.16. Action on Notes. The Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the Lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the Trustee 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.

         SECTION 5.17.  Performance and Enforcement of Certain Obligations.

         (a) Promptly following a request from the Trustee to do so and at the
Issuer's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by the
Servicer and the Seller, as applicable, of each of their obligations to the
Issuer under or in connection with the Sale and Servicing Agreement in
accordance with the terms thereof, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Sale and Servicing Agreement to the extent and in the manner directed
by the Trustee, including the transmission of notices of default on the part of
the Seller or the Servicer thereunder and the institution of legal or
administrative actions or proceedings to compel or secure performance by the
Seller or the Servicer of each of their obligations under the Sale and Servicing
Agreement.

                                       39
<PAGE>

         (b) If an Event of Default has occurred and is continuing the Trustee
may, and at the direction (which direction shall be in writing, including
facsimile) of the Note Voting Amount shall, exercise all rights, remedies,
powers, privileges and claims of the Issuer against the Seller or the Servicer
under or in connection with the Sale and Servicing Agreement, including the
right or power to take any action to compel or secure performance or observance
by the Seller or the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the
Issuer to take such action shall be suspended.

                                   ARTICLE VI
                                   The Trustee
                                   -----------

         SECTION 6.1.  Duties of Trustee.

         (a) If an Event of Default has occurred and is continuing, the Trustee
shall exercise the rights and powers vested in it by this Indenture and use the
same degree of care and skill in their exercise as a similarly situated trustee
would exercise or use under such circumstances.

         (b) Except during the continuance of an Event of Default:

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

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

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

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

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

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

                                       40
<PAGE>

         (d) Every provision of this Indenture that in any way relates to the
Trustee is subject to clauses (a), (b) and (c) of this Section 6.1.

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

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

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

         (h) Every provision of this Indenture relating to the conduct or
affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section 6.1.

         (i) The Trustee shall, upon one Business Day's prior notice to the
Trustee, from any representative of the Noteholders, the Initial Purchaser, the
Issuer or the Servicer, during the Trustee's normal business hours, permit such
Person to examine all books of account, records, reports and other papers of the
Trustee relating to the Notes, to make copies and extracts therefrom and to
discuss the Trustee's affairs and actions, as such affairs and actions relate to
the Trustee's duties with respect to the Notes, with the Trustee's officers and
employees responsible for carrying out the Trustee's duties with respect to the
Notes. All expenses incurred by the Trustee in connection with such examination
shall be borne by the party conducting such examination.

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

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

         (l) Without limiting the generality of this Section 6.1, the Trustee,
in its capacity as Trustee, shall have no duty, unless specifically set forth in
this Indenture or the other Related Documents, (i) to see to any recording,
filing or depositing of this Indenture or any agreement referred to herein or
any financing statement evidencing a security interest, in the Receivables or to
see to the maintenance of any such recording or filing or depositing or to any
recording, refiling or redepositing of any thereof, (ii) to see to the payment
or discharge of any tax, assessment or other governmental charge or any Lien or
encumbrance of any kind owing with respect to, assessed or levied against any
part of the Trust Estate, (iii) to confirm or verify the

                                       41
<PAGE>

contents of any reports or certificates delivered to the Trustee pursuant to
this Indenture or the Sale and Servicing Agreement believed by the Trustee to be
genuine and to have been signed or presented by the proper party or parties, or
(iv) to ascertain or inquire as to the performance or observance of any of the
Issuer's or the Servicer's representations, warranties or covenants or the
Servicer's duties and obligations as Servicer.

         (m) For all purposes under this Indenture, the Trustee shall not be
deemed to have notice or knowledge of any Event of Default described in clauses
(iii)-(vii) of Section 5.1 hereof unless a Responsible Officer of the Trustee
has actual knowledge thereof or unless written notice of any such event is
received by a Responsible Officer of the Trustee, and such notice references the
Notes generally, the Issuer, the Trust Estate or this Indenture.

         SECTION 6.2.  Rights of Trustee.

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

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

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

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

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

         (f) The Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, consent, order, approval, bond or other paper
or document, unless requested in writing to do so by the Holders of Notes
evidencing not less than 25% of the Note Balance; provided, that if the

                                       42
<PAGE>

payment within a reasonable time to the Trustee of the costs, expenses or
liabilities likely to be incurred by it in the making of such investigation is,
in the opinion of the Trustee, not reasonably assured to the Trustee by the
security afforded to it by the terms of this Indenture or the Sale and Servicing
Agreement, the Trustee may require reasonable indemnity against such cost,
expense or liability as a condition to so proceeding; the reasonable expense of
every such examination shall be paid by the Person making such request, or, if
paid by the Trustee, shall be reimbursed by the Person making such request upon
demand.

         (g) Provided the Trustee has sent out notices to Noteholders in
accordance with this Indenture, the Trustee may act as directed by the Note
Voting Amount responding in writing to the request contained in such notice. In
addition, the Trustee shall have no liability to any Noteholder with respect to
any action taken pursuant to such notice within the time period set forth in
such notice.

         SECTION 6.3. Individual Rights of Trustee. The Trustee in its
individual or any other capacity may become the owner or pledgee of Notes and
may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Trustee. Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights. However, the
Trustee is required to comply with Sections 6.11 and 6.12.

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

         (b) The receipt by the Trustee or the Paying Agent of any reports,
information or other documents that are provided to the Trustee or the Paying
Agent for purposes of enabling the sending party to comply with its document
delivery requirements hereunder shall not constitute constructive or actual
notice of any information contained therein or determinable from any information
contained therein, including the Issuer or the Servicer's compliance with any of
its covenants, representations or warranties hereunder, unless otherwise
specifically set forth in this Indenture or such document.

         SECTION 6.5. Notice of Defaults and Rating Agency Action. If a Default
occurs and is continuing, or the Rating Agency takes action with respect to any
Notes (including, without limitation, downgrading or upgrading any Notes,
withdrawing the rating of any Notes or placing any Notes on ratings watch) and
is known to a Responsible Officer of the Trustee, the Trustee shall mail to each
Noteholder notice of such Default, or Rating Agency action, within five Business
Days after such Default, or Rating Agency action, becomes known to such
Responsible Officer.

         SECTION 6.6. Reports by Trustee to Holders. The Trustee shall deliver
to each Noteholder such information as the Issuer may direct it to provide and
which information shall

                                       43
<PAGE>

be provided to the Trustee by the Servicer to enable each Noteholder to prepare
its federal and state income tax returns.

         SECTION 6.7.  Compensation and Indemnity.

         (a) The Seller has agreed with the Trustee and the Backup Servicer that
the Trustee and the Backup Servicer, as the case may be, shall be entitled to
certain annual fees, which shall not be limited by any law on compensation of a
trustee of an express trust. The Seller has also agreed that the Trustee and the
Backup Servicer shall be entitled to reimbursement for all reasonable
out-of-pocket expenses incurred or made by such Person, including costs of
collection, in addition to the compensation for its services. Such expenses
shall include the reasonable compensation and expenses, disbursements and
advances of the Trustee's and the Backup Servicer's agents, counsel, accountants
and experts.

         (b) The Seller hereby agrees to indemnify the Trustee and the Backup
Servicer against any and all loss, liability or expense (including reasonable
attorneys' fees and expenses) incurred by such Person in connection with the
administration of this trust and the performance of their duties hereunder and
under the Related Documents, unless such loss, liability or expense is the
result of such Person's own gross negligence or willful misconduct or, in
the case of the Backup Servicer, by reason of a breach of any of the Backup
Servicer's representations or warranties set forth in the Sale and Servicing
Agreement.

         (c) The Trustee and the Backup Servicer shall be entitled to a
distribution in respect of fees and expenses pursuant to Sections 4.4(i), (ii)
(when the Backup Servicer is acting Servicer) and (ix) of the Sale and Servicing
Agreement. When the Trustee incurs expenses after the occurrence of an Event of
Default specified in Section 5.1(iv) or (v) with respect to the Issuer, the
expenses are intended to constitute expenses of administration under Title 11 of
the United States Code or any other applicable Federal or state bankruptcy,
insolvency or similar law. Notwithstanding anything else set forth in this
Indenture or the Related Documents, the Trustee agrees that the obligations of
the Issuer to the Trustee hereunder and under the Related Documents shall be
recourse to the Trust Estate only and specifically shall not be recourse to the
assets of the Issuer. In addition, the Trustee agrees that its recourse to the
Issuer and the Trust Estate shall be limited to the right to receive the
distributions referred to in the first two sentences of this Section 6.7(c).

         SECTION 6.8. Replacement of Trustee. The Trustee may resign at any time
by providing 60 days' prior written notice to the Issuer, the Noteholders and
the Rating Agency. The Issuer or the Note Voting Amount may remove the Trustee,
if:

                  (i) the Trustee fails to comply with Section 6.11;

                  (ii) a court having jurisdiction in the premises in respect of
         the Trustee in an involuntary case or proceeding under federal or state
         banking or bankruptcy laws, as now or hereafter constituted, or any
         other applicable federal or state bankruptcy, insolvency or other
         similar law, shall have entered a decree or order for relief or
         appointing a receiver,

                                       44
<PAGE>

         liquidator, assignee, custodian, trustee, conservator, sequestrator (or
         similar official) for the Trustee or for any substantial part of the
         Trustee's property, or ordering the winding-up or liquidation of the
         Trustee's affairs, provided any such decree or order shall have
         continued unstayed and in effect for a period of 60 consecutive days or
         the commencement of an involuntary case under the federal bankruptcy
         laws, as now or hereafter in effect, or another present or future
         federal or state bankruptcy, insolvency or similar law and such case is
         not dismissed within 60 days;

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

                  (iv) the Trustee otherwise becomes incapable of acting; or

                  (v) the Trustee fails, in any material respect, to perform its
         obligations hereunder or under the Sale and Servicing Agreement.

Notice of the occurrence of any of the foregoing events shall be sent to the
Rating Agency by the Trustee and Issuer.

         If the Trustee resigns or is removed or if a vacancy exists in the
office of Trustee for any reason (the Trustee in such event being referred to
herein as the retiring Trustee), the Issuer shall promptly provide written
notice of such event to the Rating Agency and the Noteholders and shall, with
the prior written consent of the Note Voting Amount, appoint a successor
Trustee. If the Issuer fails to appoint such a successor Trustee, within thirty
days of Issuer's notice, the Trustee may appoint a successor Trustee, with the
prior written consent of the Note Voting Amount (which consent shall not be
unreasonably withheld).

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

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

                                       45
<PAGE>

         Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section 6.8 shall
not become effective until acceptance of appointment by the successor Trustee
pursuant to this Section 6.8 and payment of all fees and expenses owed to the
outgoing Trustee; provided, that if the Trustee provides written notice of its
resignation and a successor Trustee is not appointed within 60 days, then the
Trustee may request that a court of competent jurisdiction appoint such a
successor Trustee. Notwithstanding the replacement of the Trustee pursuant to
this Section, the retiring Trustee shall be entitled to payment or reimbursement
of such amounts as such Person is entitled pursuant to Section 6.7.

         SECTION 6.9. Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee, provided, that such successor to the
Trustee shall be subject to Section 6.8 and shall meet the eligibility
requirements of Section 6.11 as of the date of such succession. If such
surviving or transferee corporation does not meet such eligibility requirements,
it may be removed pursuant to Section 6.8 hereof. The Trustee shall provide the
Rating Agency prompt notice of any such transaction.

         In case at the time such successor or successors by merger, conversion
or consolidation to the 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 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 Trustee may authenticate such Notes either in the name of any predecessor
hereunder or in the name of the successor to the Trustee; and in all such cases
such certificates shall have the full force which it is anywhere in the Notes or
in this Indenture provided that the certificate of the Trustee shall have.

         SECTION 6.10.  Appointment of Co-Trustee or Separate Trustee.

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

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

                                       46
<PAGE>

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

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

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

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

         (d) Any separate trustee or co-trustee may at any time constitute the
Trustee, its agent or attorney-in-fact with full power and authority, to the
extent not prohibited by law, to do any lawful act under or in respect of this
Indenture on its behalf and in its name. If any separate trustee or co-trustee
shall die, 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
Trustee, to the extent permitted by law, without the appointment of a new or
successor trustee.

         SECTION 6.11. Eligibility; Disqualification. The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent filed report of condition.

         SECTION 6.12. Appointment and Powers. Subject to the terms and
conditions hereof, each of the Secured Parties hereby appoints BNY Midwest Trust
Company, as Trustee with respect to the Indenture Collateral and BNY Midwest
Trust Company, hereby accepts such appointment and agrees to act as the Trustee
on behalf of the Secured Parties with respect to the Indenture Collateral, to
maintain custody and possession of such Indenture Collateral (except as
otherwise provided hereunder or under the Sale and Servicing Agreement) and to
perform the other duties of the Trustee in accordance with the provisions of
this Indenture. Each Secured Party hereby authorizes the Trustee to take such
action on its behalf, and to exercise such rights,

                                       47
<PAGE>

remedies, powers and privileges hereunder, as are specifically authorized to be
exercised by the Trustee by the terms hereof, together with such actions,
rights, remedies, powers and privileges as are reasonably incidental thereto.

         SECTION 6.13. Limitation on Liability. Neither the Trustee nor any of
its directors, officers or employees, shall be liable for any action taken or
omitted to be taken by it or them hereunder, or in connection herewith, except
that the Trustee shall be liable for its gross negligence or willful misconduct;
nor shall the Trustee be responsible for the validity, effectiveness, value,
sufficiency or enforceability against the Issuer of this Indenture or any of the
Indenture Collateral (or any part thereof). Notwithstanding any term or
provision of this Indenture, the Trustee shall incur no liability to the Issuer
or the Secured Parties for any action taken or omitted by the Trustee in
connection with the Indenture Collateral, except for the gross negligence or
willful misconduct on the part of the Trustee and, further, shall incur no
liability to the Secured Parties except for gross negligence or willful
misconduct in carrying out its duties to the Secured Parties. Subject to Section
6.14, the Trustee shall be protected and shall incur no liability to any such
party in relying upon the accuracy, acting in reliance upon the contents, and
assuming the genuineness of any notice, demand, certificate, signature,
instrument or other document reasonably believed by the Trustee to be genuine
and to have been duly executed by the appropriate signatory, and (absent actual
knowledge to the contrary) the Trustee shall not be required to make any
independent investigation with respect thereto. The Trustee shall at all times
be free independently to establish to its reasonable satisfaction, but shall
have no duty to independently verify, the existence or nonexistence of facts
that are a condition to the exercise or enforcement of any right or remedy
hereunder or under any of the Related Documents. The Trustee may consult with
counsel, and shall not be liable for any action taken or omitted to be taken by
it hereunder in good faith and in accordance with the advice of such counsel,
which advice shall be confirmed in writing. The Trustee shall not be under any
obligation to exercise any of the remedial rights or powers vested in it by this
Indenture or to follow any direction from the Issuer unless it shall have
received security or indemnity reasonably satisfactory to the Trustee against
the costs, expenses and liabilities which might be incurred by it.

         SECTION 6.14. Reliance upon Documents. In the absence of gross
negligence on its part, the Trustee shall be entitled to rely on any
communication, instrument, paper or other document reasonably believed by it to
be genuine and correct and to have been signed or sent by the proper Person or
Persons and shall have no liability in acting, or omitting to act, where such
action or omission to act is in reasonable reliance upon any statement or
opinion contained in any such document or instrument.

         SECTION 6.15. Representations and Warranties of the Trustee. The
Trustee represents and warrants to the Issuer and to each Secured Party as
follows:

         (a) Due Organization. The Trustee is an Illinois trust company duly
organized, validly existing and in good standing under the laws of its
organization, and is duly authorized and licensed under applicable law to
conduct its business as presently conducted.

                                       48
<PAGE>

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

         (c) Indenture Collateral. The Trustee has no actual or constructive
knowledge that the Indenture Collateral is subject to the actual or claimed Lien
or ownership interest of any Person (other than the Issuer and the Trustee).

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

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

         SECTION 6.16. Waiver of Setoffs. The Trustee hereby expressly waives
any and all rights of setoff that the Trustee may otherwise at any time have
under applicable law with respect to any Trust Account and agrees that amounts
in the Trust Accounts shall at all times be held and applied solely in
accordance with the provisions hereof and the Sale and Servicing Agreement.

                                   ARTICLE VII
                         Noteholders' Lists and Reports
                         ------------------------------

         SECTION 7.1. Issuer to Furnish Trustee Names and Addresses of
Noteholders. The Issuer will furnish or cause to be furnished to the Trustee (a)
on the Closing Date, a list, in such form as the Trustee may reasonably require,
of the names and addresses of the Holders of Notes as of the Closing Date and
(b) at such other times as the Trustee may request in writing within 30 days
after receipt by the Issuer of any such request, a list of similar form and
content as of a date not more than 10 days prior to the time such list is
furnished; provided, that so long as the Trustee is the Note Registrar, no such
list shall be required to be furnished.

         SECTION 7.2. Preservation of Information, Communications to
Noteholders.

         (a) The 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 Trustee as provided in Section 7.1 and the
names and addresses of Holders of Notes received by the Trustee in its capacity
as Note Registrar. The Trustee may destroy any list furnished to it as

                                       49
<PAGE>

provided in such Section 7.1 upon receipt of a new list so furnished. The
Trustee shall make such list available to any Noteholder upon written request by
such Person.

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

         SECTION 7.3.  Reports by Issuer.

         (a) The Issuer shall, upon request, supply to the Trustee for mailing
by the Trustee to all Noteholders, any information pertaining to the Issuer as
the Trustee may determine to be reasonably necessary to afford Noteholders the
ability to sell or transfer Notes pursuant to Rule 144A of the Securities Act.

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

                                  ARTICLE VIII
                      Accounts, Disbursements and Releases
                      ------------------------------------

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

         SECTION 8.2.  Trust Accounts.

         (a) On or prior to the Closing Date, the Trustee shall establish and
maintain, in the name of the Trustee, for the benefit of the Noteholders, the
Trust Accounts as provided in Section 4.1 of the Sale and Servicing Agreement.

         (b) On each Payment Date and Redemption Date, the Trustee shall
distribute amounts on deposit in the Note Payment Account to Noteholders in
respect of the Notes to the extent of amounts due and unpaid on the Notes for
principal and interest in the amounts and in the order of priority set forth in
Section 4.4 of the Sale and Servicing Agreement.

         SECTION 8.3.  General Provisions Regarding Accounts.

                                       50
<PAGE>

         (a) So long as no Default or Event of Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested and reinvested by the Trustee on behalf of the Issuer in Eligible
Investments in accordance with the provisions of Section 4.1(d) of the Sale and
Servicing Agreement.

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

                                   ARTICLE IX
                             Supplemental Indentures
                             -----------------------

         SECTION 9.1. Supplemental Indentures Without Consent of Noteholders.
Without the consent of the Holders of any Notes, the Issuer and the Trustee,
when authorized by an Issuer Order, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form and substance
satisfactory to the Trustee, for any of the following purposes:

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

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

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

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

                  (v) to cure any ambiguity, to correct or supplement any
         provision herein or in any supplemental indenture which may be
         inconsistent with any other provision herein or in any supplemental
         indenture or to make any other provisions with respect to matters or
         questions arising under this Indenture or in any supplemental
         indenture; provided that such action shall not adversely affect the
         interests of the Holders of the Notes; or

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

                                       51
<PAGE>

         The Trustee is hereby authorized to join in the execution of any such
supplemental indenture and to make any further appropriate agreements and
stipulations that may be therein contained. If requested by the Trustee, the
Issuer shall cause to be delivered to the Trustee an Opinion of Counsel stating
that execution of such supplemental indenture will not adversely affect the
interests of any Noteholder.

         SECTION 9.2. Supplemental Indentures With Consent of Noteholders. The
Issuer and the Trustee may, when authorized by an Issuer Order, with prior
written notice to the Rating Agency and the prior written consent of the Note
Voting Amount, enter into an indenture or supplemental indentures for the
purpose of adding any provisions to, or changing in any manner or eliminating
any of the provisions of, this Indenture or of modifying in any manner the
rights of the Holders of the Notes under this Indenture; provided, that no such
supplemental indenture shall, without the prior written consent of the Holder of
each Outstanding Note affected thereby:

                  (i) change the date of payment of any installment of principal
         of or interest on any Note, or reduce the principal amount thereof, the
         interest rate thereon or the Redemption Price with respect thereto,
         change the provisions of this Indenture relating to the application of
         collections on, or the proceeds of the sale of, the Trust Estate to
         payment of principal of or interest on the Notes, or change any place
         of payment where, or the coin or currency in which, any Note or the
         interest thereon is payable, or impair the right to institute suit for
         the enforcement of the provisions of this Indenture requiring the
         application of funds available therefor, as provided in Article 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 Note Balance, the consent of
         the Holders of which is required for any such supplemental indenture,
         or the consent of the Holders of which is required for any waiver of
         compliance with certain provisions of this Indenture or certain
         defaults hereunder and their consequences provided for in this
         Indenture;

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

                  (iv) reduce the percentage of the Note Balance required to
         direct the Trustee to sell or liquidate the Trust Estate pursuant to
         Section 5.4;

                  (v) modify any provision of this Section 9.2 except to
         increase any percentage specified herein or to provide that certain
         additional provisions of this Indenture or the other Related Documents
         cannot be modified or waived without the consent of the Holder of each
         Outstanding Note affected thereby;

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

                                       52
<PAGE>

         calculation) or to affect the rights of the Holders of Notes to the
         benefit of any provisions for the mandatory redemption of the Notes
         contained herein; or

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

         SECTION 9.3.  Execution of Supplemental Indentures.

         (a) Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to Section 9.2, the Trustee shall mail to the
Holders of the Notes a copy of such supplemental indenture. Any failure of the
Trustee to mail such copy, or any defect therein, shall not, however, in any way
impair or affect the validity of any such supplemental indenture.

         (b) In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article IX or the modifications thereby
of the trusts created by this Indenture, the Trustee shall be entitled to
receive, and subject to Sections 6.1 and 6.2 shall be fully protected in relying
upon, an Opinion of Counsel stating that the execution of such supplemental
indenture is authorized or permitted by this Indenture. The Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

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

         SECTION 9.5. Reference in Notes to Supplemental Indentures. Notes
authenticated and delivered after the execution of any supplemental indenture
pursuant to this Article IX may, and if required by the Trustee shall, bear a
notation in form approved by the Trustee as to any matter provided for in such
supplemental indenture. If the Issuer or the Trustee shall so determine, new
notes so modified as to conform, in the opinion of the Trustee and the Issuer,
to any such supplemental indenture may be prepared and executed by the Issuer
and authenticated and delivered by the Trustee in exchange for Notes which are
Outstanding.

                                       53
<PAGE>

                                    ARTICLE X
                               Redemption of Notes
                               -------------------

         SECTION 10.1. Redemption. In the event that CBC pursuant to Section 9.1
of the Sale and Servicing Agreement purchases the Receivables, the Notes are
subject to redemption in whole, but not in part, on the Payment Date following
the Determination Date on which such repurchase occurs, for a purchase price
equal to the Redemption Price. If the Notes are to be redeemed pursuant to this
Section 10.1, the Issuer (or the Seller or Servicer on its behalf) shall furnish
written notice of such election to the Trustee, the Backup Servicer and the
Rating Agency not later than 25 days prior to the Redemption Date and, following
deposit of the Redemption Price into the Note Payment Account, all the Notes
shall be due and payable on the Redemption Date. The Trustee will give notice to
each Noteholder at least 15 days prior to any such redemption.

         SECTION 10.2. Form of Redemption Notice. Notice of redemption under
Section 10.1 shall be given by the Trustee by first-class mail, postage prepaid,
mailed not less than fifteen days prior to the applicable Redemption Date to the
Rating Agency and each Holder of Notes (or, upon request by a Noteholder which
purchased the Notes on the Closing Date, by facsimile), as of the close of
business on the Record Date preceding the applicable Redemption Date, at such
Holder's address appearing in the Note Register.

         All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price; and

                  (iii) the place where such Notes are to be surrendered for
         payment of the Redemption Price (which shall be the office or agency of
         the Issuer to be maintained as provided in Section 3.2).

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

         SECTION 10.3. Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption (if any) as required by Section
10.2, on the Redemption Date become due and payable at the Redemption Price, and
(unless the Issuer shall default in the payment of the Redemption Price) no
interest shall accrue on the Redemption Price for any period after the date to
which accrued interest is calculated for purposes of calculating the Redemption
Price.

                                       54
<PAGE>

                                   ARTICLE XI
                                  Miscellaneous
                                  -------------

         SECTION 11.1.  Compliance Certificates and Opinions, etc.

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

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

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

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

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

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

         (b) (i) Prior to the deposit of any Indenture Collateral or other
property or securities with the Trustee that is to be made the basis for the
release of any property subject to the Lien created by this Indenture, the
Issuer shall, in addition to any obligation imposed in Section 11.1(a) or
elsewhere in this Indenture, furnish to the Trustee an Officer's Certificate
certifying or stating the opinion of each person signing such certificate as to
the fair value (within 90 days of such deposit) to the Issuer of the Indenture
Collateral or other property or securities to be so deposited.

                  (ii) Whenever the Issuer is required to furnish to the Trustee
         an Officer's Certificate certifying or stating the opinion of any
         signer thereof as to the matters described in clause (i) above, the
         Issuer shall also deliver to the Trustee an Independent Certificate as
         to the same matters, if the fair value to the Issuer of the property to
         be so deposited and of all other such property made the basis of any
         such withdrawal or release since the commencement of the then current
         fiscal year of the Issuer, as set forth in the certificates delivered
         pursuant to clause (i) above and this clause (ii), is 10% or more of

                                       55
<PAGE>

         the initial Note Balance, but such a certificate need not be furnished
         with respect to any property so deposited, if the fair value thereof to
         the Issuer as set forth in the related Officer's Certificate is less
         than $25,000 or less than one percent of the Note Balance.

                  (iii) Other than with respect to any release described in
         clause (A) or (B) of Section 11.1(b)(v), whenever any property or
         securities are to be released from the Lien created by this Indenture,
         the Issuer shall also furnish to the Trustee an Officer's Certificate
         certifying or stating the opinion of each person signing such
         certificate as to the fair value (within 90 days of such release) of
         the property or securities proposed to be released and stating that in
         the opinion of such person the proposed release will not impair the
         security interest created by this Indenture in contravention of the
         provisions herein.

                  (iv) Whenever the Issuer is required to furnish to the Trustee
         an Officer's Certificate certifying or stating the opinion of any
         signer thereof as to the matters described in clause (iii) above, the
         Issuer shall also furnish to the Trustee an Independent Certificate as
         to the same matters if the fair value of the property or securities and
         of all other property or securities (other than property described in
         clauses (A) or (B) of Section 11.1(b)(v)) released from the Lien
         created by this Indenture since the commencement of the then current
         fiscal year, as set forth in the certificates required by clause (iii)
         above and this clause (iv), equals 10% or more of the initial Note
         Balance, 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 initial Note Balance.

                  (v) Notwithstanding any other provision of this Section 11.1,
         the Issuer may without compliance with the other provisions of this
         Section 11.1 (A) collect, liquidate, sell, or otherwise dispose of
         Receivables as and to the extent permitted or required by the Related
         Documents (including as provided in Section 3.1 of the Sale and
         Servicing Agreement), (B) make cash payments out of the Trust Accounts
         as and to the extent permitted or required by the Related Documents and
         (C) make distributions to its member pursuant to Section 3.17.

         SECTION 11.2. Form of Documents Delivered to Trustee. In any case where
several matters are required to be certified by, or covered by an opinion of,
any specified Person, it is not necessary that all such matters be certified by,
or covered by the opinion of, only one such Person, or that they be so certified
or covered by only one document, but one such Person may certify or give an
opinion with respect to some matters and one or more other such Persons as to
other matters, and any such Person may certify or give an opinion as to such
matters in one or several documents.

         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 such Authorized Officer's

                                       56
<PAGE>

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

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, 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 Trustee, it is provided that the Issuer shall
deliver any document as a condition of the granting of such application, or as
evidence of the Issuer's compliance with any term hereof, it is intended and
understood that the truth and accuracy, at the time of the granting of such
application or at the effective date of such certificate or report (as the case
may be), of the facts and opinions stated in such document shall in such case be
conditions precedent to the right of the Issuer to have such application granted
or to the sufficiency of such certificate or report. The foregoing shall not,
however, be construed to affect the Trustee's right to rely upon the truth and
accuracy of any statement or opinion contained in any such document as provided
in Article VI.

         SECTION 11.3.  Acts of Noteholders.

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

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

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

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

                                       57
<PAGE>

         SECTION 11.4. Notices, etc., to Trustee, Issuer and Rating Agency. Any
request, demand, authorization, direction, notice, consent, waiver or Act of
Noteholders or other documents provided or permitted by this Indenture to be
made upon, given or furnished to or filed with:

         (a) the Trustee by any Noteholder or by the Issuer shall be sufficient
for every purpose hereunder if made, given, furnished or filed in writing to or
with the Trustee at its Corporate Trust Office, or

         (b) the Issuer by the Trustee or by any Noteholder (except as otherwise
provided in Section 3.2) shall be sufficient for every purpose hereunder if in
writing and mailed, first-class, postage prepaid, to the Issuer addressed to:
CBC Insurance Revenue Securitization, LLC, c/o Clark/Bardes Consulting, Inc.,
102 South Wynstone Park Drive, North Barrington, Illinois 60010, Attention: Andy
Lee, or at any other address previously furnished in writing to the Trustee by
the Issuer. The Issuer shall promptly transmit any notice received by it from
the Noteholders to the Trustee.

         Notices required to be given to the Rating Agency by the Issuer or the
Trustee shall be in writing, personally delivered or mailed by certified mail,
return receipt requested to the Rating Agency at Standard & Poor's Ratings
Services, at 55 Water Street, 41st Floor, New York, New York 10041, Attention:
Structured Finance - Asset-Backed Surveillance; or at such other address as
shall be designated by written notice to the parties hereto. Notwithstanding any
provision hereof to the contrary, a copy of each notice required to be provided
hereunder shall be provided to the Rating Agency.

         SECTION 11.5. Notices to Noteholders; Waiver. Where this Indenture
provides for notice to Noteholders of any event, such notice shall be
sufficiently given (unless otherwise herein expressly provided) if in writing
and mailed, first-class, postage prepaid to each Noteholder affected by such
event, at his address as it appears on the Note Register, not later than the
latest date, and not earlier than the earliest date, prescribed for the giving
of such notice. In any case where notice to Noteholders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Noteholder shall affect the sufficiency of such notice with
respect to other Noteholders, and any notice that is mailed in the manner herein
provided shall conclusively be presumed to have been duly given.

         Where this Indenture provides for notice in any manner, such notice may
be waived in writing by any Person entitled to receive such notice, either
before or after the event, and such waiver shall be the equivalent of such
notice. Waivers of notice by Noteholders shall be filed with the 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 to Noteholders when such notice is required to be
given pursuant to any provision of this Indenture, then any

                                       58
<PAGE>

manner of giving such notice as shall be reasonably satisfactory to the Trustee
shall be deemed to be a sufficient giving of such notice.

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

         SECTION 11.6. Waiver of Trial by Jury. TO THE EXTENT PERMITTED BY
APPLICABLE LAW, EACH PARTY HERETO IRREVOCABLY WAIVES ALL RIGHT OF TRIAL BY JURY
IN ANY ACTION, PROCEEDING OR COUNTERCLAIM ARISING OUT OF, OR IN CONNECTION WITH,
ANY RELATED DOCUMENT OR ANY MATTER ARISING THEREUNDER.

         SECTION 11.7. Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

         SECTION 11.8. Successors and Assigns. All covenants and agreements by
the Issuer in this Indenture and the Notes shall bind its successors and
permitted assigns, whether so expressed or not. All agreements of the Trustee in
this Indenture shall bind its successors.

         SECTION 11.9. Severability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

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

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

         SECTION 11.12. GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS (OTHER THAN WITH RESPECT TO PERFECTION OF THE GRANT
HEREUNDER), AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE PARTIES HEREUNDER
SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

                                       59
<PAGE>

         SECTION 11.13. Counterparts. This Indenture may be executed in any
number of counterparts, each of which when so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

         SECTION 11.14. Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Trustee or any other counsel reasonably acceptable
to the Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other Person secured hereunder or for the
enforcement of any right or remedy granted to the Trustee under this Indenture.

         SECTION 11.15. Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Trustee on the
Notes or under this Indenture or any other Related Document or any certificate
or other writing delivered in connection herewith or therewith, against (i) the
Trustee in its individual capacity, (ii) any owner of a beneficial interest in
the Issuer or (iii) any partner, owner, beneficiary, agent, officer, director,
employee or agent of the Trustee in its individual capacity, any holder of a
beneficial interest in the Issuer or the Trustee or of any successor or assign
of the Trustee in its individual capacity, except as any such Person may have
expressly agreed (it being understood that the Trustee has no such obligations
in its individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

         SECTION 11.16. No Petition. The Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Issuer, or join in any
institution against the Issuer of, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States Federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, this Indenture or any of the other Related
Documents until one year and one day after the latest maturity date of any
security issued by the Issuer.

         SECTION 11.17. Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee, the Rating Agency or
the Backup Servicer, at such Person's own expense (other than the Trustee's),
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. Nothing in
this Section 11.17 shall derogate from the obligation of the Issuer to observe
any applicable law prohibiting disclosure of information regarding the Obligors,
and the failure of the Issuer to provide access as provided in this Section
11.17 as a result of such obligation shall not constitute a breach of this
Section 11.17. The Trustee, the Rating Agency, and the Backup Servicer shall and
shall cause their respective representatives to hold in confidence all such
information. Notwithstanding anything herein to

                                       60
<PAGE>

the contrary, the foregoing shall not be construed to prohibit (i) the
disclosure of any and all information that is or becomes publicly known, or
information obtained by the Trustee, the Rating Agency or the Backup Servicer
from sources other than the Issuer or the Servicer, (ii) disclosure of any and
all information (A) if required to do so by any applicable statute, law, rule or
regulation, (B) to any government agency or regulatory body having or claiming
authority to regulate or oversee any aspects of the Trustee's or any
Noteholder's business or that of its affiliates, (C) pursuant to any subpoena,
civil investigative demand or similar demand or request of any court, regulatory
authority, arbitrator or arbitration to which the Trustee, the Rating Agency or
the Backup Servicer or an affiliate or an officer, director, employer or
shareholder thereof is a party, (D) in any preliminary or final offering
circular, registration statement or contract or other document pertaining to the
transactions contemplated by this Indenture approved in advance by the Servicer
or the Issuer or (E) to any affiliate, independent or internal auditor, agent,
employee or attorney of the Trustee, the Rating Agency, or the Backup Servicer
having a need to know the same; provided that the Trustee, the Rating Agency, or
the Backup Servicer advises such recipient of the confidential nature of the
information being disclosed, or (iii) any other disclosure authorized by the
Issuer.

                            [SIGNATURE PAGES FOLLOW]

                                       61
<PAGE>

         IN WITNESS WHEREOF, the Issuer and the 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.

                                       CBC INSURANCE REVENUE
                                       SECURITIZATION, LLC,
                                       as Issuer

                                       By:    /s/ James Radosevich
                                              ----------------------------------
                                       Name:  James Radosevich
                                       Title: Secretary

                                       BNY MIDWEST TRUST COMPANY,
                                       not in its individual capacity,
                                       but solely as Trustee

                                       By:    /s/ Marian Onischak
                                              ----------------------------------
                                       Name:  Marian Onischak
                                       Title: Assistant Vice President

                                      S-1
<PAGE>

                                                                     Exhibit A-1

                             FORM OF CLASS A-1 NOTE

            UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE 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.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS SET FORTH IN
SECTIONS 2.09 AND 2.15 OF THE INDENTURE REFERRED TO HEREIN.

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

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE. THE ISSUER OF THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS SECURITY MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS BOTH A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED UNDER RULE 144A UNDER THE SECURITIES ACT) AND A "QUALIFIED PURCHASER"
(AS DEFINED UNDER SECTION 2(a)(51) OF THE 1940 ACT) THAT PURCHASES THIS NOTE FOR
ITS OWN ACCOUNT (AND NOT THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AN AGENT
FOR THE ACCOUNT OF ANOTHER PERSON WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER
AND A QUALIFIED PURCHASER IN RELIANCE ON RULE 144A, (II) TO A PERSON THAT IS
BOTH AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT) AND A QUALIFIED PURCHASER THAT PURCHASES THE NOTES FOR ITS
OWN ACCOUNT (AND NOT THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AN AGENT FOR
THE ACCOUNT OF ANOTHER PERSON WHO IS BOTH AN ACCREDITED INVESTOR

                                   Exh A-1-1
<PAGE>

AND A QUALIFIED PURCHASER IN A TRANSACTION EXEMPT FROM THE REGISTRATION
REQUIREMENTS OF THE SECURITIES ACT, OR (III) PURSUANT TO ANOTHER APPLICABLE
EXEMPTION FROM REGISTRATION UNDER THE SECURITIES ACT, AND, IN ALL CASES, IN
COMPLIANCE WITH APPLICABLE STATE SECURITIES LAWS AND, IN EACH CASE, IN
COMPLIANCE WITH THE INDENTURE AND, IF REQUESTED BY THE ISSUER OR THE TRUSTEE,
SUBJECT TO THE RECEIPT BY THE ISSUER AND THE TRUSTEE OF A CERTIFICATION OF THE
TRANSFEREE AND AN OPINION OF COUNSEL (SATISFACTORY TO THE ISSUER AND THE
TRUSTEE) TO THE EFFECT THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES
ACT, THE 1940 ACT AND APPLICABLE STATE SECURITIES LAWS.

SECTION 2.9 AND SECTION 2.15 OF THE INDENTURE CONTAIN FURTHER RESTRICTIONS ON
THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE
FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS
NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN SECTION 2.9 OF THE INDENTURE.

IF THE ISSUER DETERMINES THAT A HOLDER OR BENEFICIAL OWNER OF THIS NOTE IS NOT A
"QUALIFIED PURCHASER" AS THAT TERM IS DEFINED IN SECTION 2(A)(51)(A) OF THE 1940
ACT, THE ISSUER SHALL HAVE THE RIGHT, AT ITS OPTION, (I) TO REQUIRE SUCH HOLDER
OR BENEFICIAL OWNER TO DISPOSE OF SUCH HOLDER'S OR BENEFICIAL OWNER'S NOTE TO A
PERSON OR ENTITY WHICH IS QUALIFIED TO HOLD THE NOTE IMMEDIATELY UPON RECEIPT OF
A NOTICE FROM THE ISSUER THAT THE HOLDER OR BENEFICIAL OWNER IS NOT A QUALIFIED
PURCHASER OR (II) TO CALL FOR THE REDEMPTION OF THE NOTE OF SUCH HOLDER OR
BENEFICIAL OWNER AT THE LEAST OF (A) THE PRINCIPAL AMOUNT THEREOF, (B) THE PRICE
AT WHICH SUCH HOLDER OR BENEFICIAL OWNER ACQUIRED THE NOTE AND (C) THE CURRENT
MARKET VALUE OF SUCH NOTES, TOGETHER WITH, IN EACH CASE, ACCRUED AND UNPAID
INTEREST, IF ANY, TO THE EARLIER OF THE DATE OF REDEMPTION OR THE DATE WHEN IT
WAS DISCOVERED THE HOLDER OR BENEFICIAL OWNER WAS NOT A QUALIFIED PURCHASER.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE AND HEREIN.

                                   Exh A-2-1
<PAGE>

REGISTERED                                                            $[_______]

NO. AR-1

                                                           CUSIP No. 12479M AA 6

                    CBC Insurance Revenue Securitization, LLC

             3.52 % INSURANCE REVENUE ASSET-BACKED NOTE, CLASS A-1,
                                 SERIES 2002-A

         CBC Insurance Revenue Securitization, LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, $[____________________________], payable on the 15th day of
each February, May, August and November if such date is a Business Day, or if
such date is not a Business Day, the next succeeding Business Day (the "Payment
Date") in an amount equal to the amount, if any, payable from the Note Payment
Account in respect of principal on the Notes pursuant to Section 3.1 of the
Indenture (as hereinafter defined); provided, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of February 15, 2023
(the "Final Scheduled Payment Date") and the Redemption Date, if any, pursuant
to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at
the rate per annum shown above on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made in respect of the preceding Payment Date). Interest on this
Note will accrue for each Payment Date from the most recent Payment Date on
which interest has been paid to but excluding such Payment Date or, if no
interest has yet been paid, from November 26, 2002 (the "Closing Date").
Interest will be computed on the basis of a 360-day year of twelve 30-day months
(or, in the case of the first Payment Date, interest accrued from and including
the Closing Date to but excluding such Payment Date computed on the basis of a
360-day year). Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

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

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 3.52% CBC Insurance Revenue Asset-Backed Notes, Class A-1,
Series 2002-A (herein called the "Class A-1 Notes"), all issued under an
Indenture dated as of October 1, 2002 (as amended, supplemented or otherwise
modified from time to time, the "Indenture"), between the Issuer and BNY Midwest
Trust Company, as trustee (the "Trustee," which term includes any successor

<PAGE>

under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All capitalized terms used
in this Note, not otherwise defined herein, that are defined or referred to in
the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Class A Notes, the Class B Notes and the Class C Notes are and will
be secured by the collateral pledged as security therefor as and to the extent
provided in the Indenture.

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

         As provided in the Indenture, the Notes will be redeemed pursuant to
Section 10.1 of the Indenture, in whole, but not in part, when CBC at its option
on any Determination Date on or after the date on which the Note Balance is less
than or equal to 10% of the initial Note Balance purchases the Receivables
pursuant to Section 9.1 of the Sale and Servicing Agreement.

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

         Each Noteholder, by acceptance of a Note, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents until one year and one day after the latest
maturity date of any security issued by the Issuer.

         It is the intent and agreement of the Issuer and the Trustee and the
Noteholder that, for purposes of federal income, state and local income and
franchise and any other income taxes, the Notes will be treated as debt of the
Issuer. Each Noteholder, by acceptance of this Note, covenants and agrees to
treat this Note as debt for such tax purposes and to take no action inconsistent
with such treatment.

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

<PAGE>

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

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

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

<PAGE>

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed by its Authorized Officer.



                                       CBC INSURANCE REVENUE SECURITIZATION, LLC



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

                                      S-1                              Indenture
<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                        BNY MIDWEST TRUST COMPANY, not in its
                                        individual capacity, but solely as
                                        Trustee



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

                                      S-2
<PAGE>

                                   ASSIGNMENT


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

_______________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto _________________________________________________________________________
_________________________________________________________________ (name and
address of assignee) the within Note and all rights thereunder, and hereby
irrevocably constitutes and appoints ___________________ attorney, to transfer
the said Note on the books kept for registration thereof, with full power of
substitution in the premises.

Dated:___________________*



         In connection with any transfer of this Note occurring prior to the
date that is the earlier of the date of an effective Registration Statement or
the date two years after the later of the original issuance of this Note or the
last date on which this Note was held by the Issuer, the Trustee or any
affiliate of such Persons, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [Check One]

[ ] (a)  this Note is being transferred in compliance with the exemption from
         registration under the Securities Act of 1933, as amended, provided by
         Rule 144A thereunder.

                                       or

[ ] (b)  this Note is being transferred in compliance with an
         exemption from registration under the Securities Act of 1933,
         as amended, other than in accordance with (a) above and
         documents are being furnished that comply with the conditions
         of transfer set forth in this Note and the Indenture.






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

                                      S-2                              Indenture
<PAGE>

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Noteholder hereof unless and until the conditions to any such transfer
of registration set forth herein and in Section 2.15 of the Indenture shall have
been satisfied.

Date: _____________                  ___________________________________________
                                     NOTICE:  The  signature to this  assignment
                                     must correspond with the name as written
                                     upon the face of the within-mentioned
                                     instrument in every particular, without
                                     alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that (i) it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Issuer as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A or (ii) it is an "accredited
investor" as defined in Rule 501(a) under the Securities Act, which has
delivered to the Trustee a letter, in form and substance satisfactory to the
Issuer and the Trustee.

Dated: ____________                  ___________________________________________
                                     NOTICE:  To be executed by an executive
                                     officer

                                      S-2
<PAGE>

                                                                     Exhibit A-2
                                                                     -----------


                             FORM OF CLASS A-2 NOTE
                             ----------------------



<PAGE>

                                                                       Exhibit B
                                                                       ---------


                              FORM OF CLASS B NOTE
                              --------------------


<PAGE>

                                                                       Exhibit C
                                                                       ---------
                              FORM OF CLASS C NOTE
                              --------------------

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.

TRANSFERS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS IN WHOLE, BUT NOT IN PART,
TO NOMINEES OF DTC OR TO A SUCCESSOR THEREOF OR SUCH SUCCESSOR'S NOMINEE AND
TRANSFERS OF PORTIONS OF THIS NOTE SHALL BE LIMITED TO TRANSFERS SET FORTH IN
SECTIONS 2.09 AND 2.15 OF THE INDENTURE REFERRED TO HEREIN.

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

THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE SECURITIES ACT OF
1933, AS AMENDED (THE "SECURITIES ACT") OR THE SECURITIES OR BLUE SKY LAWS OF
ANY STATE. THE ISSUER OF THIS NOTE HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER
THE UNITED STATES INVESTMENT COMPANY ACT OF 1940, AS AMENDED (THE "1940 ACT").
THE HOLDER HEREOF, BY PURCHASING THIS NOTE, AGREES THAT THIS SECURITY MAY BE
REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY (I) TO A PERSON WHO THE
TRANSFEROR REASONABLY BELIEVES IS BOTH A "QUALIFIED INSTITUTIONAL BUYER" (AS
DEFINED UNDER RULE 144A UNDER THE SECURITIES ACT) AND A "QUALIFIED PURCHASER"
(AS DEFINED UNDER SECTION 2(a)(51) OF THE 1940 ACT) THAT PURCHASES THIS NOTE FOR
ITS OWN ACCOUNT (AND NOT THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AN AGENT
FOR THE ACCOUNT OF ANOTHER PERSON WHO IS BOTH A QUALIFIED INSTITUTIONAL BUYER
AND A QUALIFIED PURCHASER IN RELIANCE ON RULE 144A, (II) TO A PERSON THAT IS
BOTH AN "ACCREDITED INVESTOR" (AS DEFINED IN RULE 501(a) OF REGULATION D UNDER
THE SECURITIES ACT) AND A QUALIFIED PURCHASER THAT PURCHASES THE NOTES FOR ITS
OWN ACCOUNT (AND NOT THE ACCOUNT OF OTHERS) OR AS A FIDUCIARY OR AN AGENT FOR
THE ACCOUNT OF ANOTHER PERSON WHO IS BOTH AN ACCREDITED INVESTOR AND A QUALIFIED
PURCHASER IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENTS OF THE
SECURITIES ACT, OR (III) PURSUANT TO ANOTHER APPLICABLE EXEMPTION FROM THE

                                    Exh C-1
<PAGE>


REGISTRATION UNDER THE SECURITIES ACT, AND, IN ALL CASES, IN COMPLIANCE WITH
APPLICABLE STATE SECURITIES LAWS AND, IN EACH CASE, IN COMPLIANCE WITH THE
INDENTURE AND, IF REQUESTED BY THE ISSUER OR THE TRUSTEE, SUBJECT TO THE RECEIPT
BY THE ISSUER AND THE TRUSTEE OF A CERTIFICATION OF THE TRANSFEREE AND AN
OPINION OF COUNSEL (SATISFACTORY TO THE ISSUER AND THE TRUSTEE) TO THE EFFECT
THAT SUCH TRANSFER IS IN COMPLIANCE WITH THE SECURITIES ACT, THE 1940 ACT AND
APPLICABLE STATE SECURITIES LAWS.

SECTION 2.9 AND SECTION 2.15 OF THE INDENTURE CONTAIN FURTHER RESTRICTIONS ON
THE TRANSFER AND RESALE OF THIS NOTE. EACH TRANSFEREE OF THIS NOTE, BY
ACCEPTANCE HEREOF, IS DEEMED TO HAVE ACCEPTED THIS NOTE, SUBJECT TO THE
FOREGOING RESTRICTIONS ON TRANSFERABILITY. IN ADDITION, EACH TRANSFEREE OF THIS
NOTE, BY ACCEPTANCE HEREOF, IS DEEMED TO HAVE MADE THE REPRESENTATIONS AND
AGREEMENTS SET FORTH IN SECTION 2.9 OF THE INDENTURE.

IF THE ISSUER DETERMINES THAT A HOLDER OR BENEFICIAL OWNER OF THIS NOTE IS NOT A
"QUALIFIED PURCHASER" AS THAT TERM IS DEFINED IN SECTION 2(A)(51)(A) OF THE 1940
ACT, THE ISSUER SHALL HAVE THE RIGHT, AT ITS OPTION, (I) TO REQUIRE SUCH HOLDER
OR BENEFICIAL OWNER TO DISPOSE OF SUCH HOLDER'S OR BENEFICIAL OWNER'S NOTE TO A
PERSON OR ENTITY WHICH IS QUALIFIED TO HOLD THE NOTE IMMEDIATELY UPON RECEIPT OF
A NOTICE FROM THE ISSUER THAT THE HOLDER OR BENEFICIAL OWNER IS NOT A QUALIFIED
PURCHASER OR (II) TO CALL FOR THE REDEMPTION OF THE NOTE OF SUCH HOLDER OR
BENEFICIAL OWNER AT THE LEAST OF (A) THE PRINCIPAL AMOUNT THEREOF, (B) THE PRICE
AT WHICH SUCH HOLDER OR BENEFICIAL OWNER ACQUIRED THE NOTE AND (C) THE CURRENT
MARKET VALUE OF SUCH NOTES, TOGETHER WITH, IN EACH CASE, ACCRUED AND UNPAID
INTEREST, IF ANY, TO THE EARLIER OF THE DATE OF REDEMPTION OR THE DATE WHEN IT
WAS DISCOVERED THE HOLDER OR BENEFICIAL OWNER WAS NOT A QUALIFIED PURCHASER.

BY ACCEPTANCE HEREOF, THE HOLDER OF THIS NOTE AGREES TO THE TERMS AND CONDITIONS
SET FORTH IN THE INDENTURE AND HEREIN.

                                    Exh C-2
<PAGE>

REGISTERED                                                           $[________]

NO. BR-1

                                                           CUSIP No. 12479M AD 0


                    CBC Insurance Revenue Securitization, LLC

        8.88% INSURANCE REVENUE ASSET-BACKED NOTE, CLASS C, SERIES 2002-A

         CBC Insurance Revenue Securitization, LLC, a limited liability company
organized and existing under the laws of the State of Delaware (herein referred
to as the "Issuer"), for value received, hereby promises to pay to CEDE & CO. or
registered assigns, $[___________________________], payable on the 15th day of
each February, May, August and November if such date is a Business Day, or if
such date is not a Business Day, the next succeeding Business Day (the "Payment
Date") in an amount equal to the amount, if any, payable from the Note Payment
Account in respect of principal on the Notes pursuant to Section 3.1 of the
Indenture (as hereinafter defined); provided, that the entire unpaid principal
amount of this Note shall be due and payable on the earlier of February 15, 2023
(the "Final Scheduled Payment Date") and the Redemption Date, if any, pursuant
to Section 10.1 of the Indenture. The Issuer will pay interest on this Note at
the rate per annum shown above on each Payment Date until the principal of this
Note is paid or made available for payment, on the principal amount of this Note
outstanding on the preceding Payment Date (after giving effect to all payments
of principal made in respect of the preceding Payment Date). Interest on this
Note will accrue for each Payment Date from the most recent Payment Date on
which interest has been paid to but excluding such Payment Date or, if no
interest has yet been paid, from November 26, 2002 (the "Closing Date").
Interest will be computed on the basis of a 360-day year of twelve 30-day months
(or, in the case of the first Payment Date, interest accrued from and including
the Closing Date to but excluding such Payment Date computed on the basis of a
360-day year). Such principal of and interest on this Note shall be paid in the
manner specified in the Indenture.

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

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 8.88% CBC Insurance Revenue Asset-Backed Notes, Class C,
Series 2002-A (herein called the "Class C Notes"), all issued under an Indenture
dated as of October 1, 2002 (as amended, supplemented or otherwise modified from
time to time, the "Indenture"), between the Issuer and BNY Midwest

<PAGE>

Trust Company, as trustee (the "Trustee," which term includes any successor
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights and
obligations thereunder of the Issuer, the Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All capitalized terms used
in this Note, not otherwise defined herein, that are defined or referred to in
the Indenture shall have the meanings assigned to them in or pursuant to the
Indenture.

         The Class C Notes, the Class B Notes and the Class A Notes are and will
be secured by the collateral pledged as security therefor as and to the extent
provided in the Indenture.

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

         As provided in the Indenture, the Notes will be redeemed pursuant to
Section 10.1 of the Indenture, in whole, but not in part, when CBC at its option
on any Determination Date on or after the date on which the Note Balance is less
than or equal to 10% of the initial Note Balance purchases the Receivables
pursuant to Section 9.1 of the Sale and Servicing Agreement.

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

         Each Noteholder, by acceptance of a Note, covenants and agrees that by
accepting the benefits of the Indenture and such Note that such Noteholder will
not at any time institute against the Issuer, or join in any institution against
the Issuer of, any bankruptcy, reorganization, arrangement, insolvency or
liquidation proceedings under any United States Federal or state bankruptcy or
similar law in connection with any obligations relating to the Notes, the
Indenture or the Related Documents until one year and one day after the latest
maturity date of any security issued by the Issuer.

         It is the intent and agreement of the Issuer and the Trustee and the
Noteholder that, for purposes of federal income, state and local income and
franchise and any other income taxes, the Notes will be treated as debt of the
Issuer. Each Noteholder, by acceptance of this Note, covenants and agrees to
treat this Note as debt for such tax purposes and to take no action inconsistent
with such treatment.

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

<PAGE>

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

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

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

         IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed, by its Authorized Officer.

                                       CBC INSURANCE REVENUE SECURITIZATION, LLC



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

<PAGE>

                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       BNY MIDWEST TRUST COMPANY, not in its
                                       individual capacity, but solely as
                                       Trustee



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

<PAGE>

                                   ASSIGNMENT

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

_______________________

         FOR VALUE RECEIVED, the undersigned hereby sells, assigns and transfers
unto____________________________________________________________________________
__________________________________(name and address of assignee)

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

Dated:___________________*



         In connection with any transfer of this Note occurring prior to the
date that is the earlier of the date of an effective Registration Statement or
the date two years after the later of the original issuance of this Note or the
last date on which this Note was held by the Issuer, the Trustee or any
affiliate of such Persons, the undersigned confirms that without utilizing any
general solicitation or general advertising that:

                                   [Check One]
                                    ---------

[ ] (a)  this Note is being transferred in compliance with the
         exemption from registration under the Securities Act of 1933,
         as amended, provided by Rule 144A thereunder.

                                       or
                                       --

[ ] (b)  this Note is being transferred in compliance with an
         exemption from registration under the Securities Act of 1933,
         as amended, other than in accordance with (a) above and
         documents are being furnished that comply with the conditions
         of transfer set forth in this Note and the Indenture.





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

<PAGE>

If neither of the foregoing boxes is checked, the Trustee or other Registrar
shall not be obligated to register this Note in the name of any Person other
than the Noteholder hereof unless and until the conditions to any such transfer
of registration set forth herein and in Section 2.15 of the Indenture shall have
been satisfied.

Date: _____________                  ___________________________________________
                                     NOTICE:  The  signature to this  assignment
                                     must  correspond  with the name as written
                                     upon the face of the  within-mentioned
                                     instrument  in every particular, without
                                     alteration or any change whatsoever.

TO BE COMPLETED BY PURCHASER IF (a) ABOVE IS CHECKED.

         The undersigned represents and warrants that (i) it is purchasing this
Note for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act of
1933, as amended, and is aware that the sale to it is being made in reliance on
Rule 144A and acknowledges that it has received such information regarding the
Issuer as the undersigned has requested pursuant to Rule 144A or has determined
not to request such information and that it is aware that the transferor is
relying upon the undersigned's foregoing representations in order to claim the
exemption from registration provided by Rule 144A or (ii) it is an "accredited
investor" as defined in Rule 501(a) under the Securities Act, which has
delivered to the Trustee a letter, in form and substance satisfactory to the
Issuer and the Trustee.

Dated: ____________                   __________________________________________
                                      NOTICE:  To be executed by an executive
                                      officer

<PAGE>

                                                                       Exhibit D


                            Note Depository Agreement



<PAGE>

                                                                       Exhibit E

                      List of Authorized Officers of Issuer