EXHIBIT 4.2
                                                                     -----------


                                                                  EXECUTION COPY












                                    INDENTURE



                                     between



                            UACSC 2001-C OWNER TRUST
                                    as Issuer



                                       and



                            BNY MIDWEST TRUST COMPANY
                              as Indenture Trustee



                         Dated as of September 25, 2001




<PAGE>


                                TABLE OF CONTENTS

                                                                            Page
ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE..........................3

SECTION 1.01.  Definitions.....................................................3
SECTION 1.02.  Incorporation by Reference of Trust Indenture Act..............16
SECTION 1.03.  Rules of Construction..........................................17

ARTICLE II  THE NOTES.........................................................18

SECTION 2.01.  Form 18
SECTION 2.02.  Execution, Authentication and Delivery.........................18
SECTION 2.03.  Temporary Notes................................................19
SECTION 2.04.  Registration; Registration of Transfer and Exchange............19
SECTION 2.05.  Mutilated, Destroyed, Lost or Stolen Notes.....................20
SECTION 2.06.  Intentionally Blank............................................21
SECTION 2.07.  Payment of Principal and Interest; Defaulted Interest..........22
SECTION 2.08.  Cancellation...................................................23
SECTION 2.09.  Book-Entry Notes...............................................23
SECTION 2.10.  Notices to Clearing Agency.....................................24
SECTION 2.11.  Definitive Notes...............................................24
SECTION 2.12.  Release of Pledged Assets......................................24
SECTION 2.13.  Tax Treatment..................................................25
SECTION 2.14.  ERISA..........................................................25
SECTION 2.15.  CUSIP Numbers..................................................25

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

SECTION 3.01.  Payment of Principal and Interest..............................25
SECTION 3.02.  Maintenance of Office or Agency................................26
SECTION 3.03.  Money for Payments to be Held in Trust.........................26
SECTION 3.04.  Existence......................................................27
SECTION 3.05.  Protection of Trust Estate.....................................28
SECTION 3.06.  Opinions as to Pledged Assets..................................28
SECTION 3.07.  Performance of Obligations; Successor Servicer.................29
SECTION 3.08.  Negative Covenants.............................................30
SECTION 3.09.  Annual Statement as to Compliance..............................31
SECTION 3.10.  Issuer May Consolidate, etc. Only on Certain Conditions........31
SECTION 3.11.  Successor Transferee...........................................33
SECTION 3.12.  No Other Business..............................................34
SECTION 3.13.  Servicer's Obligations.........................................34
SECTION 3.14.  Restricted Payments............................................34
SECTION 3.15.  Notice of Events of Default....................................34
SECTION 3.16.  Further Instruments and Acts...................................34
SECTION 3.17.  Compliance with Laws...........................................34
SECTION 3.18.  Amendments of Trust Agreement..................................34

ARTICLE IV  SATISFACTION AND DISCHARGE........................................35

SECTION 4.01.  Satisfaction and Discharge of Indenture........................35
SECTION 4.02.  Application of Trust Money.....................................36
SECTION 4.03.  Repayment of Monies Held by Paying Agent.......................36

ARTICLE V  EVENTS OF DEFAULT; REMEDIES........................................36

SECTION 5.01.  Events of Default..............................................36
SECTION 5.02.  Rights Upon Event of Default...................................38
SECTION 5.03.  Collection of Indebtedness and Suits for Enforcement by
                     Indenture Trustee........................................38
SECTION 5.04.  Remedies.......................................................40
SECTION 5.05.  Optional Preservation of the Receivables.......................41
SECTION 5.06.  Priorities.....................................................41
SECTION 5.07.  Limitation of Suits............................................42
SECTION 5.08.  Unconditional Rights of Noteholders to Receive
                     Principal and Interest...................................43
SECTION 5.09.  Restoration of Rights and Remedies.............................43
SECTION 5.10.  Rights and Remedies Cumulative.................................44
SECTION 5.11.  Delay or Omission Not a Waiver.................................44
SECTION 5.12.  Control by Noteholders.........................................44
SECTION 5.13.  Waiver of Past Defaults........................................44
SECTION 5.14.  Undertaking for Costs..........................................45
SECTION 5.15.  Waiver of Stay or Extension Laws...............................45
SECTION 5.16.  Action on Notes................................................45
SECTION 5.17.  Performance and Enforcement of Certain Obligations.............46

ARTICLE VI  THE INDENTURE TRUSTEE.............................................46

SECTION 6.01.  Duties of Indenture Trustee....................................46
SECTION 6.02.  Rights of Indenture Trustee....................................49
SECTION 6.03.  Individual Rights of Indenture Trustee.........................50
SECTION 6.04.  Indenture Trustee's Disclaimer.................................50
SECTION 6.05.  Notice of Defaults.............................................50
SECTION 6.06.  Reports by Indenture Trustee to Holders........................50
SECTION 6.07.  Compensation and Indemnity.....................................50
SECTION 6.08.  Replacement of Indenture Trustee...............................51
SECTION 6.09.  Successor Indenture Trustee by Merger..........................52
SECTION 6.10.  Appointment of Co-Indenture Trustee or Separate Indenture
               Trustee........................................................53
SECTION 6.11.  Eligibility....................................................54
SECTION 6.12.  Preferential Collection of Claims Against Issuer...............54
SECTION 6.13.  Representations and Warranties of Indenture Trustee............54

ARTICLE VII  NOTEHOLDERS' LISTS AND REPORTS...................................55

SECTION 7.01.  Issuer to Furnish Names and Addresses of Noteholders...........55
SECTION 7.02.  Preservation of Information; Communications to Noteholders.....55
SECTION 7.03.  Reports by Issuer..............................................56
SECTION 7.04.  Reports by Indenture Trustee...................................56

ARTICLE VIII  INTENTIONALLY BLANK.............................................57

ARTICLE IX  DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS......................57

SECTION 9.01.  Collection Account.............................................57
SECTION 9.02.  Collections....................................................57
SECTION 9.03.   Purchase Amounts..............................................58
SECTION 9.04.  Distributions to Parties.......................................58
SECTION 9.05.  Servicer Advances..............................................60
SECTION 9.06.  Net Deposits...................................................60
SECTION 9.07.  Intentionally Blank............................................60
SECTION 9.08.  Intentionally Blank............................................61
SECTION 9.09.  Payahead Account...............................................61
SECTION 9.10.  Pre-Funding Account............................................61
SECTION 9.11.  Release of Pledged Assets......................................62
SECTION 9.12.  Opinion of Counsel.............................................62

ARTICLE X  CREDIT ENHANCEMENT.................................................63

SECTION  10.01.  Subordination................................................63
SECTION 10.02.  Spread Account................................................63
SECTION 10.03.  Policy........................................................64

ARTICLE XI  SUPPLEMENTAL INDENTURES...........................................65

SECTION 11.01.  Supplemental Indentures Without Consent of Noteholders........65
SECTION 11.02.  Supplemental Indentures With Consent of Noteholders...........67
SECTION 11.03.  Execution of Supplemental Indentures..........................68
SECTION 11.04.  Effect of Supplemental Indenture..............................68
SECTION 11.05.  Conformity With Trust Indenture Act...........................68
SECTION 11.06.  Reference in Notes to Supplemental Indentures.................68

ARTICLE XII  REDEMPTION OF NOTES..............................................69

SECTION 12.01.  Redemption....................................................69
SECTION 12.02.  Form of Redemption Notice.....................................69
SECTION 12.03.  Notes Payable on Redemption Date..............................70

ARTICLE XIII  MISCELLANEOUS...................................................70

SECTION 13.01.  Compliance Certificates and Opinions, etc.....................70
SECTION 13.02.  Form of Documents Delivered to Indenture Trustee..............71
SECTION 13.03.  Acts of Noteholders...........................................73
SECTION 13.04.  Notices, etc., to Indenture Trustee, Issuer,
                       Insurer and Rating Agencies............................73
SECTION 13.05.  Notices to Noteholders; Waiver................................74
SECTION 13.06.  Alternate Payment and Notice Provisions.......................75
SECTION 13.07.  Conflict With Trust Indenture Act.............................75
SECTION 13.08.  Effect of Headings and Table of Contents......................75
SECTION 13.09.  Successors and Assigns........................................75
SECTION 13.10.  Separability..................................................75
SECTION 13.11.  Benefits of Indenture.........................................75
SECTION 13.12.  Legal Holidays................................................76
SECTION 13.13.  Governing Law.................................................76
SECTION 13.14.  Counterparts..................................................76
SECTION 13.15.  Recording of Indenture........................................76
SECTION 13.16.  Trust Obligation..............................................76
SECTION 13.17.  No Petition...................................................77
SECTION 13.18.  Inspection....................................................77
SECTION 13.19.  Limitation of Liability of Owner Trustee......................77
SECTION 13.20.  Certain Matters Regarding the Insurer.........................77
SECTION 13.21. Acknolwegement of Parties Insurer Defense Costs................78


EXHIBITS

Schedule A      Form of Depository Agreement
Exhibit A-1     Form of Class A-1 Note
Exhibit A-2     Form of Class A-2 Note
Exhibit A-3     Form of Class A-3 Note
Exhibit A-4     Form of Class A-4 Note
Exhibit B       Form of Class B Note


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                    TRUST INDENTURE ACT CROSS-REFERENCE TABLE

   TIA                                                               SECTION OF
REQUIREMENT                                                          INDENTURE
-----------                                                          ----------

  310(a).................................................................6.11
  310(b).................................................................6.11
  310(c)..................................................................N/A
  311(a).................................................................6.12
  311(b).................................................................6.12
  311(c)..................................................................N/A
  312(a)...........................................................7.01, 7.02
  312(b).................................................................7.02
  312(c).................................................................7.02
  313(a).................................................................7.04
  313(b).................................................................7.04
  313(c).................................................................7.04
  314(a).................................................................7.03
  314(b).................................................................3.06
  314(c)..........................................................4.01, 13.01
  314(d)................................................................13.01
  314(e)................................................................13.01
  314(f)..................................................................N/A
  315(a).................................................................6.01
  315(b).................................................................6.05
  315(c).................................................................6.01
  315(d).................................................................6.01
  315(e).................................................................5.14
  316(a).................................................................5.04
  316(b)................................................................11.02
  316(c)................................................................13.03
  317(a).................................................................5.03
  317(b).................................................................3.03
  318(a).................................................................1.02


<PAGE>


     This  INDENTURE,  dated as of September  25, 2001,  is entered into between
UACSC 2001-C OWNER TRUST, a Delaware  business  trust, as issuer (the "Issuer"),
and BNY MIDWEST TRUST COMPANY,  an Illinois  banking  corporation,  as indenture
trustee (the "Indenture Trustee").

     Each party  agrees as follows for the benefit of the other  parties and for
the benefit of the Noteholders and the Insurer:

                                 GRANTING CLAUSE

     The Issuer hereby  Grants to the Indenture  Trustee on the Closing Date, on
behalf  of and for the  benefit  of the  Noteholders  and the  Insurer,  without
recourse,  all of the Issuer's right,  title and interest in, to and under,  (i)
the Receivables  listed on Schedule A to the Trust Agreement,  (ii) the security
interests in the Financed  Vehicles or in any other property granted by Obligors
pursuant to the  Receivables,  (iii) any  Liquidation  Proceeds and any proceeds
from claims or refunds of  premiums  on any  physical  damage,  lender's  single
interest,   credit  life,  disability  and  hospitalization  insurance  policies
covering Financed  Vehicles or Obligors relating to the Receivables,  (iv) funds
deposited in the Spread  Account and the  Pre-Funding  Account (and any Eligible
Investments  purchased with funds in any such account),  and funds  deposited in
the Collection Account and the Payahead Account with respect to the Receivables,
(v) the interest of the Issuer in any proceeds from recourse to Dealers relating
to the  Receivables,  (vi)  all  documents  contained  in the  Receivable  Files
relating to the Receivables, (vii) all monies paid and all monies due, including
Accrued  Interest,  as of and  after the  Cutoff  Date  (but  excluding  Accrued
Interest  paid  prior to the  Closing  Date),  (viii)  the  rights of the Seller
pursuant to the Purchase Agreements and the rights of the Issuer pursuant to the
Trust  Agreement to require UAC to repurchase  any such  Receivables as to which
there has been a breach of the representations and warranties contained therein,
(ix) the  benefits of the Policy  with  respect to the  Receivables  and (x) all
proceeds (including, without limitation, "proceeds" as defined in the UCC of the
jurisdiction  the law of which  governs the  perfection  of the interest in such
Receivables so transferred) of any of the foregoing.  Such property described in
the preceding  sentence,  together  with (a) any and all other right,  title and
interest,  including  any  beneficial  interest  the  Issuer  may  have  in  the
Collection  Account and the Spread  Account,  and (b) the funds deposited in and
from time to time on deposit in such accounts,  and all Eligible Investments and
other securities,  instruments and other investments  purchased from such funds,
shall  hereinafter  be referred to as the "Pledged  Assets." The Issuer does not
convey to the  Indenture  Trustee,  and the Pledged  Assets do not include,  any
interest in any contracts  with Dealers  related to any "dealer  reserve" or any
rights to the recapture of any dealer reserve with respect to such Receivables.

     The foregoing  Grant is made in trust to secure the payment of principal of
and interest on, and any other amounts  owing in respect of, the Notes,  equally
and  ratably  without  prejudice,  priority or  distinction  (except as provided
herein with respect to the  subordination  of the Class B Notes),  and to secure
compliance  with the provisions of this  Indenture and the Insurance  Agreement,
all as provided in this Indenture and the Insurance Agreement.

     The  Indenture  Trustee,  on behalf  of the  Noteholders  and the  Insurer,
acknowledges  such Grant,  accepts the trusts under this Indenture in accordance
with the provisions of this Indenture and agrees to perform its duties  required
in this  Indenture  to the best of its ability to the end that the  interests of
the Noteholders may be adequately and effectively protected.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

     SECTION 1.01. Definitions.

     Except as  otherwise  specified  herein  or as the  context  may  otherwise
require,  (i)  capitalized  terms that are used  herein  that are not  otherwise
defined herein shall have the meanings  assigned to them in the Trust  Agreement
(as defined below) and (ii) the following terms have the respective meanings set
forth below for all purposes of this Indenture.

     "Act" shall have the meaning specified in Section 13.03(a).

     "Administration  Agreement" means the Administration Agreement, dated as of
September 25, 2001 among the Trust, the Administrator and the Indenture Trustee.

     "Administrator" means the Administrator under the Administration Agreement,
which is initially UAC, and its successors and assigns thereunder.

     "Affiliate" means, as to any specified Person, any other Person controlling
or controlled by or under common  control with such  specified  Person.  For the
purposes of this  definition,  "control" when used with respect to any specified
Person  means the power to direct the  management  and  policies of such Person,
directly or indirectly,  whether through the ownership of voting securities,  by
contract or otherwise;  and the terms  "controlling"  or  "controlled"  have the
meanings correlative to the foregoing.

     "Authorized  Officer" means, with respect to the Issuer, any officer of the
Owner Trustee who is authorized to act for the Owner Trustee in matters relating
to the Issuer and who is identified on the list of Authorized Officers delivered
by the Owner  Trustee or to the  Indenture  Trustee on the Closing Date (as such
list may be modified or supplemented  from time to time thereafter) and, so long
as the Administration  Agreement is in effect, any vice president or more senior
officer of the  Administrator  who is authorized to act for the Administrator in
matters  relating  to the  Issuer  and to be  acted  upon  by the  Administrator
pursuant to the  Administration  Agreement  and who is  identified  on a list of
Authorized  Officers  delivered by the Administrator to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter).

     "Available Funds" has the meaning provided in the Trust Agreement.

     "Avoided  Payment" has the meaning provided in the definition of Preference
Amounts.

     "Basic Documents" means the Certificate of Trust, the Trust Agreement,  the
Administration Agreement, the Depository Agreement, the Insurance Agreement, the
Policy and this Indenture.

     "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 2.09.

     "Certificateholders"  means  the  owners  or  holders  of the  Certificates
pursuant to the Trust Agreement.

     "Class"  means all Notes whose form is  identical  except for  variation in
denomination, principal amount or owner.

     "Class A Monthly  Interest"  means the sum of Class A-1  Monthly  Interest,
Class A-2 Monthly  Interest,  Class A-3 Monthly  Interest  and Class A-4 Monthly
Interest.

     "Class A Monthly  Principal" means the sum of Class A-1 Monthly  Principal,
Class A-2 Monthly  Principal,  Class A-3 Monthly Principal and Class A-4 Monthly
Principal.

     "Class A Note" means a Class A-1 Note,  a Class A-2 Note,  a Class A-3 Note
or a Class A-4 Note.

     "Class A Noteholder" means a Class A-1 Noteholder,  a Class A-2 Noteholder,
a Class A-3 Noteholder or a Class A-4 Noteholder.

     "Class A-1 Interest Rate" means 2.585% per annum.

     "Class A-1 Monthly  Interest"  means,  (i) for the first Payment Date,  the
product of one-three hundred sixtieth  (1/360th) of the Class A-1 Interest Rate,
the actual number of days from the Closing Date through the day before the first
Payment Date and the Initial Class A-1 Note Balance and (ii) for any  subsequent
Payment Date, the product of one-three  hundred sixtieth  (1/360th) of the Class
A-1 Interest  Rate,  the actual  number of days from the  previous  Payment Date
through the day before the related  Payment  Date and the Class A-1 Note Balance
as of the  immediately  preceding  Payment  Date  (after  giving  effect  to any
distribution of Monthly  Principal made on such  immediately  preceding  Payment
Date).

     "Class A-1 Monthly Principal" means that portion of Monthly Principal to be
paid to Class A-1  Noteholders on each Payment Date in accordance  with Sections
9.04 and 9.10(c).

     "Class A-1 Note" means a  promissory  note  executed on behalf of the Trust
and  authenticated by the Indenture  Trustee  substantially in the form attached
hereto as Exhibit A-1.

     "Class A-1 Note  Balance"  means,  at any time,  the Initial Class A-1 Note
Balance minus all payments of Monthly Principal to Class A-1 Noteholders made up
to such time.

     "Class A-1 Noteholder"  means the Person in whose name the respective Class
A-1 Note shall be registered in the Note Register,  except that,  solely for the
purposes of giving any  consent,  waiver,  request,  or demand  pursuant to this
Indenture,  the interest  evidenced by any Class A-1 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

     "Class A-2 Interest Rate" means 3.03% per annum.

     "Class A-2 Monthly  Interest"  means,  (i) for the first Payment Date,  the
product of  one-twelfth  of the Class A-2 Interest Rate, the number of days from
the Closing Date  (assuming  each month has 30 days)  through the day before the
first Payment Date divided by 30 and the Initial Class A-2 Note Balance and (ii)
for any  subsequent  Payment Date,  the product of  one-twelfth of the Class A-2
Interest  Rate and the Class A-2 Note  Balance as of the  immediately  preceding
Payment Date (after giving effect to any distribution of Monthly  Principal made
on such immediately preceding Payment Date).

     "Class A-2 Monthly Principal" means that portion of Monthly Principal to be
paid to Class A-2  Noteholders on each Payment Date in accordance  with Sections
9.04 and 9.10(c).

     "Class A-2 Note" means a  promissory  note  executed on behalf of the Trust
and  authenticated by the Indenture  Trustee  substantially in the form attached
hereto as Exhibit A-2.

     "Class A-2 Note  Balance"  means,  at any time,  the Initial Class A-2 Note
Balance minus all payments of Monthly Principal to Class A-2 Noteholders made up
to such time.

     "Class A-2 Noteholder"  means the Person in whose name the respective Class
A-2 Note shall be registered in the Note Register,  except that,  solely for the
purposes of giving any  consent,  waiver,  request,  or demand  pursuant to this
Indenture,  the interest  evidenced by any Class A-2 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

     "Class A-3 Interest Rate" means 3.81% per annum.

     "Class A-3 Monthly  Interest"  means,  (i) for the first Payment Date,  the
product of  one-twelfth  of the Class A-3 Interest Rate, the number of days from
the Closing Date  (assuming  each month has 30 days)  through the day before the
first Payment Date divided by 30 and the Initial Class A-3 Note Balance and (ii)
for any  subsequent  Payment Date,  the product of  one-twelfth of the Class A-3
Interest  Rate and the Class A-3 Note  Balance as of the  immediately  preceding
Payment Date (after giving effect to any distribution of Monthly  Principal made
on such immediately preceding Payment Date).

     "Class A-3 Monthly Principal" means that portion of Monthly Principal to be
paid to Class A-3  Noteholders on each Payment Date in accordance  with Sections
9.04 and 9.10(c).

     "Class A-3 Note" means a  promissory  note  executed on behalf of the Trust
and  authenticated by the Indenture  Trustee  substantially in the form attached
hereto as Exhibit A-3.

     "Class A-3 Note  Balance"  means,  at any time,  the Initial Class A-3 Note
Balance minus all payments of Monthly Principal to Class A-3 Noteholders made up
to such time.

     "Class A-3 Noteholder"  means the Person in whose name the respective Class
A-3 Note shall be registered in the Note Register,  except that,  solely for the
purposes of giving any  consent,  waiver,  request,  or demand  pursuant to this
Indenture,  the interest  evidenced by any Class A-3 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

     "Class A-4 Interest Rate" means 4.39% per annum; provided, however, the per
annum rate shall be  increased by 0.50%  beginning on the first  Payment Date on
which the Note  Balances  (after  giving  effect to all payments of principal on
such  Payment  Date) will be less than 10% of the Initial  Note  Balances if the
Class A-4 Notes will not be redeemed on such Payment Date.

     "Class A-4 Monthly  Interest"  means,  (i) for the first Payment Date,  the
product of  one-twelfth  of the Class A-4 Interest Rate, the number of days from
the Closing Date  (assuming  each month has 30 days)  through the day before the
first Payment Date divided by 30 and the Initial Class A-4 Note Balance and (ii)
for any  subsequent  Payment Date,  the product of  one-twelfth of the Class A-4
Interest  Rate and the Class A-4 Note  Balance as of the  immediately  preceding
Payment Date (after giving effect to any distribution of Monthly  Principal made
on such immediately preceding Payment Date).

     "Class A-4 Monthly Principal" means that portion of Monthly Principal to be
paid to Class A-4  Noteholders on each Payment Date in accordance  with Sections
9.04 and 9.10(c).

     "Class A-4 Note" means a  promissory  note  executed on behalf of the Trust
and  authenticated by the Indenture  Trustee  substantially in the form attached
hereto as Exhibit A-4.

     "Class A-4 Note  Balance"  means,  at any time,  the Initial Class A-4 Note
Balance minus all payments of Monthly Principal to Class A-4 Noteholders made up
to such time.

     "Class A-4 Noteholder"  means the Person in whose name the respective Class
A-4 Note shall be registered in the Note Register,  except that,  solely for the
purposes of giving any  consent,  waiver,  request,  or demand  pursuant to this
Indenture,  the interest  evidenced by any Class A-4 Note registered in the name
of the Issuer,  the  Seller,  the  Servicer  or UAC, or any Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

     "Class B Interest Rate" means 4.73% per annum;  provided,  however, the per
annum rate shall be  increased by 0.50%  beginning on the first  Payment Date on
which the Note  Balances  (after  giving  effect to all payments of principal on
such  Payment  Date) will be less than 10% of the Initial  Note  Balances if the
Class B Notes will not be redeemed on such Payment Date.

     "Class B Monthly  Interest"  means,  (i) for the first  Payment  Date,  the
product of one-twelfth of the Class B Interest Rate, the number of days from the
Closing Date  (assuming each month has 30 days) through the day before the first
Payment Date divided by 30 and the Initial Class B Note Balance and (ii) for any
subsequent Payment Date, the product of one-twelfth of the Class B Interest Rate
and the Class B Note Balance as of the immediately preceding Payment Date (after
giving effect to any distribution of Monthly  Principal made on such immediately
preceding Payment Date).

     "Class B Monthly  Principal" means that portion of Monthly  Principal to be
paid to Class B  Noteholders  on each Payment Date in  accordance  with Sections
9.04 and 9.10(c).

     "Class B Note" means a promissory  note executed on behalf of the Trust and
authenticated by the Indenture Trustee substantially in the form attached hereto
as Exhibit B.

     "Class B Note Balance" means, at any time, the Initial Class B Note Balance
minus all payments of Monthly  Principal to Class B Noteholders  made up to such
time.

     "Class B Noteholder"  means the Person in whose name the respective Class B
Note shall be  registered  in the Note  Register,  except  that,  solely for the
purposes of giving any  consent,  waiver,  request,  or demand  pursuant to this
Indenture,  the interest evidenced by any Class B Note registered in the name of
the  Issuer,  the  Seller,  the  Servicer  or UAC,  or any  Person  controlling,
controlled  by, or under  common  control  with the  Issuer,  the  Seller or the
Servicer,  shall not be taken into account in determining  whether the requisite
percentage  necessary to effect any such  consent,  waiver,  request,  or demand
shall have been obtained.

     "Clearing  Agency" means an organization  registered as a "Clearing Agency"
pursuant to Section 17A of the Exchange Act.

     "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.

     "Closing Date" has the meaning provided in the Trust Agreement.

     "Code" means the Internal Revenue Code of 1986, as amended.

     "Controlling  Party" means the Insurer, so long as no Insurer Default shall
have occurred and be continuing  and the Policy shall remain in effect,  and the
Indenture Trustee,  for so long as an Insurer Default shall have occurred and be
continuing  and the Policy  shall not have  terminated  in  accordance  with its
terms.

     "Corporate Trust Office" means the office of the Indenture  Trustee located
at 2 North LaSalle Street, Chicago, Illinois 60602 (facsimile no. 312-827-8562),
Attention: Corporate Trust Administration.

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

     "Defaulted Receivable" has the meaning specified in the Trust and Servicing
Agreement.

     "Definitive Notes" shall have the meaning specified in Section 2.09.

     "Depository  Agreement"  means the agreement dated the Closing Date,  among
the Issuer,  the  Indenture  Trustee and DTC,  as the initial  Clearing  Agency,
relating to the Notes, substantially in the form of Schedule A hereto.

     "DTC" means The Depository Trust Company, a New York corporation.

     "Eligible  Investment" has the meaning specified in the Trust and Servicing
Agreement.

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

     "Event of Default" shall have the meaning specified in Section 5.01(a).

     "Exchange Act" shall mean the Securities Exchange Act of 1934, as amended.

     "Executive  Officer"  means,  with respect to any  corporation or bank, the
Chief Executive  Officer,  Chief  Operating  Officer,  Chief Financial  Officer,
President,  Executive Vice President,  any Vice President,  the Secretary or the
Treasurer of such corporation or bank; and with respect to any partnership,  any
general partner thereof.

     "Final  Maturity Date" means October 8, 2002, with respect to the Class A-1
Notes,  January 10, 2005,  with respect to the Class A-2 Notes,  April 10, 2006,
with respect to the Class A-3 Notes, February 8, 2008, with respect to the Class
A-4 Notes, and November 9, 2009, with respect to the Class B Notes.

     "Final Order" has the meaning specified in Section 10.03(b).

     "First Loss Protection Amount" means, for each Payment Date, an amount (not
less than zero) equal to the lesser of (a) 5.00%  multiplied by the  outstanding
Note Balances  (such amount to be determined as of the prior Payment Date (after
giving effect to all  distributions  on such prior Payment Date), or in the case
of the first Payment Date, as of the Closing Date) less the amount on deposit in
the Spread Account (other than the Pre-Funding  Reserve Balance) (such amount to
be  determined  as of  the  prior  Payment  Date  (after  giving  effect  to all
distributions  on such prior  Payment Date) or, in the case of the first Payment
Date, as of the Closing  Date);  (b) an amount equal to 3.00%  multiplied by the
Initial Note Balances;  and (c) the First Loss  Protection  Amount for the prior
Payment Date.

     "Fiscal Agent" shall have the meaning specified in the Insurance Agreement.

     "Grant" means mortgage,  pledge, bargain, sell, 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.  A Grant of the Pledged Assets 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 Pledged  Assets and all other  monies
payable  thereunder,  to give and receive notices and other  communications,  to
make waivers or other agreements,  to exercise all rights and options,  to bring
Proceedings  in the name of the granting  party or otherwise and generally to do
and  receive  anything  that the  granting  party is or may be entitled to do or
receive thereunder or with respect thereto.

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

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

     "Indenture  Trustee" means BNY Midwest Trust Company,  an Illinois  banking
corporation,  as the Indenture  Trustee under this Indenture,  and its permitted
successors and assigns.

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

     "Independent Certificate" means a certificate or opinion to be delivered to
the  Indenture  Trustee  under the  circumstances  described  in, and  otherwise
complying  with,  the  applicable  requirements  of  Section  13.01,  made by an
Independent  appraiser or other expert appointed by an Issuer Order and approved
by the Indenture Trustee in the exercise of reasonable care, and such opinion or
certificate shall state that the signer has read the definition of "Independent"
in this Indenture and that the signer is Independent within the meaning thereof.

     "Initial Class A-1 Note Balance" means $62,105,000.

     "Initial Class A-2 Note Balance" means $89,627,000.

     "Initial Class A-3 Note Balance" means $67,659,000.

     "Initial Class A-4 Note Balance" means $90,809,000.

     "Initial Class B Note Balance" means $19,800,000.

     "Initial Note Balances" means $330,000,000.

     "Initial Spread Account Amount" means $0.00.

     "Insolvency  Proceeding" means the commencement,  after the date hereof, of
any bankruptcy, insolvency, readjustment of debt, reorganization,  marshaling of
assets and  liabilities  or similar  proceedings  by or against  UAC, any of the
Warehouse  Subsidiaries or the Seller, the commencement,  after the date hereof,
of any  proceedings by or against UAC, any of the Warehouse  Subsidiaries or the
Seller for the winding up or  liquidation  of its affairs or the consent,  after
the date hereof,  to the  appointment of a trustee,  conservator,  receiver,  or
liquidator in any bankruptcy, insolvency,  readjustment of debt, reorganization,
marshaling of assets and  liabilities  or similar  proceedings of or relating to
UAC, any of the Warehouse Subsidiaries or the Seller.

     "Insurance  Agreement"  means the  Insurance and  Reimbursement  Agreement,
dated  as of the  Closing  Date,  among  the  Seller,  UAC  individually  and as
Servicer,  the  Warehouse  Subsidiaries  and the  Insurer  pursuant to which the
Insurer issued the Policy.

     "Insurance  Premium"  means  Premium as defined in the Premium  Side Letter
Agreement.

     "Insurer  Default"  means the Insurer is in default  under the Policy after
the expiration of any applicable cure period.

     "Insurer  Defense  Costs"  means  all  costs and  expenses  of the  Insurer
(including  costs  and  expenses  of the  Owner  Trustee  paid  by the  Insurer)
reasonably  incurred in connection  with any action,  proceeding or governmental
investigation  to which the Trust is a party or subject  that  could  materially
adversely  affect the Trust or the Trust estate or the rights or  obligations of
the Insurer under any of the Basic Documents, including (without limitation) any
judgment  or  settlement  entered  into in  connection  with  any  such  action,
proceeding or governmental  investigation,  together with interest  thereon at a
rate equal to the Base Rate (as defined in the Insurance Agreement) from time to
time in effect plus 1%.

     "Issuer"  means the UACSC  2001-C  Owner  Trust as the  issuer of the Notes
under this Indenture and its permitted successors and assigns.

     "Issuer  Order" and "Issuer  Request" each means a written order or request
signed in the name of the Issuer by an  Authorized  Officer and delivered to the
Indenture Trustee.

     "Monthly  Interest"  means the sum of Class A Monthly  Interest and Class B
Monthly Interest.

     "Monthly  Principal"  for  any  Payment  Date  will  equal  the  sum of the
following:

     (i)  the  amount by which the Pool  Balance  declined  during  the  related
          Collection Period;

     (ii) the additional  amount,  if any, which is necessary to reduce the Note
          Balance of a class of Notes to zero on its Final Maturity Date; and

     (iii) any amounts distributed pursuant to Section 9.10(c).

     For the purpose of  determining  Monthly  Principal,  the unpaid  principal
     balance of a Defaulted Receivable or a Purchased Receivable is deemed to be
     zero on and  after  the last day of the  Collection  Period  in which  such
     Receivable became a Defaulted Receivable or a Purchased  Receivable.  In no
     event will Monthly Principal exceed the Outstanding Note Balances.

     "Net  Cumulative  Loss Event" has the meaning  specified  in the  Insurance
Agreement.

     "Net Cumulative Loss Percentage"  means, for any Payment Date, the fraction
(expressed  as a percentage)  of which the numerator is the aggregate  Principal
Balance of all Defaulted  Receivables as of such Payment Date less the aggregate
amount of Liquidation Proceeds received after the Cutoff Date as of such Payment
Date and (ii) the denominator is the Original Pool Balance.

     "Net  Principal  Policy  Amount" means the Initial Note Balances  minus all
amounts  previously  drawn on the Policy or from the Spread Account with respect
to Monthly Principal.

     "Note"  means a Class A-1 Note, a Class A-2 Note, a Class A-3 Note, a Class
A-4 Note or a Class B Note.

     "Note  Balances"  means,  at any time,  the Initial Note Balances minus all
payments of principal  made to the  Noteholders  up to such time. The term "Note
Balance" means the Outstanding principal balance of a particular Class of Notes,
depending  upon the context.  When the term "Note  Balances" is used herein with
respect to an issue  relating to the consent of or voting of  Noteholders,  such
term shall  refer only to the  Classes of Notes then  Outstanding  such that the
Noteholders will vote as a single class.

     "Noteholder" has the meaning provided in the definition of Holder.

     "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 such Clearing
Agency (directly as a Clearing Agency participant or as an indirect participant,
in each case in accordance with the rules of such Clearing Agency).

     "Note Register" and "Note Registrar" have the respective meanings specified
in Section 2.04.

     "Officer's Certificate" means a certificate signed by an Authorized Officer
of the Issuer,  under the  circumstances  described in, and otherwise  complying
with,  the  applicable  requirements  of Section  13.01,  and  delivered  to the
Indenture Trustee.

     "Opinion of Counsel" means one or more written opinions of counsel who may,
except as otherwise  expressly  provided in this  Indenture,  be employees of or
counsel  to the  Seller  or the  Issuer  and who  shall be  satisfactory  to the
Indenture Trustee and, if addressed to the Insurer, satisfactory to the Insurer,
and which shall comply with any applicable  requirements  of Section 13.01,  and
shall be in form and substance  satisfactory  to the Indenture  Trustee,  and if
addressed to the Insurer, satisfactory to the Insurer.

     "Original Pool Balance" has the meaning specified in the Trust Agreement.

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

          (i) Notes theretofore  cancelled 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 Indenture Trustee
     or any  Paying  Agent in trust for the  Holders  of such  Notes  (provided,
     however,  that if such Notes are to be redeemed,  notice of such redemption
     has been duly  given  pursuant  to this  Indenture  or  provision  for such
     notice, satisfactory to the Indenture Trustee, has been made); and

          (iii) Notes in exchange  for or in lieu of other Notes which have been
     authenticated  and  delivered  pursuant  to  this  Indenture  unless  proof
     satisfactory to the Indenture  Trustee is presented that any such Notes are
     held by a bona  fide  purchaser;  provided,  however,  that in  determining
     whether the Holders of the requisite  Outstanding  Note Balances have given
     any request, demand,  authorization,  direction,  notice, consent or waiver
     hereunder or under any other Basic Document, Notes owned by the Issuer, the
     Seller  or any of their  respective  Affiliates  shall be  disregarded  and
     deemed not to be  Outstanding,  except  that,  in  determining  whether the
     Indenture  Trustee  shall be protected  in relying  upon any such  request,
     demand,  authorization,  direction,  notice,  consent or waiver, only Notes
     that the Indenture  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 Indenture
     Trustee the  pledgee's  right so to act with respect to such Notes and that
     the  pledgee  is not the  Issuer,  the  Seller  or any of their  respective
     Affiliates.

     "Owner  Trustee"  means First Union Trust  Company,  National  Association,
acting not in its  individual  capacity  but  solely as trustee  under the Trust
Agreement on behalf of the Trust.

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

     "Payment Date" has the meaning provided in the Trust Agreement.

     "Pledged  Assets" has the meaning  provided in the Granting  Clause of this
Indenture.

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

     "Policy Amount" on any Payment Date means:

          (A)  the sum of:

               (x)  the Monthly Servicing Fee;

               (y)  Monthly Interest; and

               (z) the  lesser  of (i) the  Outstanding  Note  Balances  on such
          Payment Date (after  giving effect to any  distributions  of Available
          Funds and any funds  withdrawn  from the Spread Account to pay Monthly
          Principal  on such  Payment  Date) and (ii) the Net  Principal  Policy
          Amount (after giving effect to any  distributions  of Available  Funds
          and any  funds  withdrawn  from  the  Spread  Account  to pay  Monthly
          Principal).
          less:

          (B)  all amounts on deposit in the Spread Account on such Payment Date
               (after  giving  effect to any amounts  withdrawn  from the Spread
               Account on such Payment Date).

     "Predecessor  Note"  means,  with  respect to any  particular  Note,  every
previous Note  evidencing all or a portion of the same debt as that evidenced by
such  particular  Note;  and,  for the  purpose  of this  definition,  any  Note
authenticated  and delivered  under  Section 2.05 in lieu of a mutilated,  lost,
destroyed  or  stolen  Note  shall be deemed  to  evidence  the same debt as the
mutilated, lost, destroyed or stolen Note.

     "Preference  Amounts"  means any amount  guaranteed  pursuant to the Policy
which  is  voided  (a  "Preference  Event")  under  any  applicable  bankruptcy,
insolvency,  receivership or similar law in an Insolvency Proceeding,  and, as a
result of such a Preference  Event,  the Indenture  Trustee or any Noteholder is
required to return such voided  payment,  or any portion of such voided  payment
made or to be made in respect of the Notes (an "Avoided Payment").

     "Premium Side Letter  Agreement" means the letter dated the Closing Date as
defined in the Insurance Agreement.

     "Principal  Payment  Sequence"  means the order in which Monthly  Principal
shall be distributed among the Noteholders. The order of distribution of Monthly
Principal is:

     (1)  to the Class A-1 Noteholders until the Class A-1 Note Balance has been
          reduced to zero;

     (2)  to the Class A-2 Noteholders until the Class A-2 Note Balance has been
          reduced to zero;

     (3)  to the Class A-3 Noteholders until the Class A-3 Note Balance has been
          reduced to zero;

     (4)  to the Class A-4 Noteholders until the Class A-4 Note Balance has been
          reduced to zero; and

     (5)  to the Class B  Noteholders  until the Class B Note  Balance  has been
          reduced to zero.

However,  if the amount of Available Funds (together with amounts withdrawn from
the Spread  Account and/or the Policy) are not sufficient on any Payment Date to
pay the required payment of Class A Monthly  Principal to Class A Noteholders in
full,  the amount of such funds  available  to pay Class A Monthly  Principal to
Class A  Noteholders  will be  distributed  pro rata to the Class A  Noteholders
based upon the relative Note Balance of each class of Class A Notes.

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

     "Rating  Agency  Condition"  means,  with  respect to any action,  that (i)
Standard  & Poor's  shall  have been given ten  Business  Days (or such  shorter
period as is  acceptable  to Standard & Poor's)  prior  notice  thereof and that
Standard & Poor's shall have notified the Seller, the Servicer,  the Insurer and
the  Issuer in writing  that such  action  will not  result in a  qualification,
reduction or withdrawal of its then-current  rating of any Class of Notes,  (ii)
Moody's  shall have been given ten Business  Days (or such shorter  period as is
acceptable  to Moody's)  prior  notice  thereof and copies of all  documentation
relating to the event  requiring  such Rating  Agency  Condition  and (iii) each
Rating  Agency  shall have  confirmed to the Insurer that the shadow risk of the
Insurer with respect to the Notes is investment grade.

     "Record Date" means, with respect to a Payment Date or Redemption Date, the
close of business on the Business Day immediately preceding such Payment Date or
Redemption Date, or, in the event that Definitive Notes are issued, the close of
business on the last day of the related Collection Period.

     "Recoveries of Advances"  means,  for any Collection  Period,  all payments
received by the Servicer by or on behalf of Obligors  (other than  Obligors with
respect to Defaulted  Receivables  and excluding  reimbursements  of Outstanding
Advances on  Defaulted  Receivables  pursuant to Section 9.05 hereof and Section
9.04(a)(i)  of  the  Indenture)  during  such  Collection  Period   representing
recoveries  of  Interest  Shortfalls  for  which  Advances  were  made for prior
Collection Periods.

     "Redemption  Date" means the Payment Date  specified by the Servicer or the
Issuer pursuant to Section 12.01.

     "Redemption  Price" means an amount equal to the unpaid principal amount of
the Notes  redeemed plus accrued and unpaid  interest  thereon at the respective
interest  rates of each Class of Notes being so redeemed  to but  excluding  the
Redemption Date.

     "Required  Cash Floor" means,  on each Payment  Date,  2.00% of the Initial
Note Balances; provided, that on any Payment Date on which a Net Cumulative Loss
Event has occurred and has not been cured,  the Required  Cash Floor shall equal
3.00% of the Initial Note Balances;  provided further,  that in the event that a
Net Cumulative  Loss Event,  an Event of Default,  or a Trigger Event shall have
occurred  and then been  cured and the First  Loss  Protection  Amount  shall be
greater than zero,  the Required Cash Floor shall equal the greater of (a) 2.00%
of the  Initial  Note  Balances,  and (b) the  product  of (x) a  fraction,  the
numerator  of which is the  amount  on  deposit  in the  Spread  Account  at the
beginning  of the first  Collection  Period  commencing  after any such event is
cured,  and the denominator of which is the Note Balances as of the beginning of
such  Collection  Period,  and  (y)  the  Note  Balances  as of  the  end of the
Collection Period related to the current Payment Date.

     "Required  Spread  Amount"  means,  on each Payment Date, the Required Cash
Floor;  provided,  that on or after the first  Payment  Date on which the Excess
Yield Requirement (as defined in the Insurance  Agreement) has not been met, the
Required  Spread Amount shall be the greater of (a) the Required Cash Floor then
in effect  and (b) 5.00% of the Note  Balances  as of the end of the  Collection
Period related to the current Payment Date.  Notwithstanding the foregoing, upon
and  during the  continuance  of an Event of  Default  or a Trigger  Event,  the
Required  Spread  Amount shall be equal to the Policy  Amount as of such Payment
Date,  without giving effect to amounts on deposit in the Spread Account,  after
giving effect to any draws on the Policy,  draws on the Spread Account and other
distributions  pursuant to Section 9.04 on such Payment Date. Once such Event of
Default or Trigger  Event has been cured or  discontinued,  the Required  Spread
Amount shall be determined as otherwise set forth above.

     "Responsible  Officer"  means,  when used  with  respect  to the  Indenture
Trustee,  any officer  within the  corporate  trust  department of the Indenture
Trustee  including  any vice  president,  assistant  vice  president,  assistant
treasurer,  assistant  secretary or any other officer of the  Indenture  Trustee
customarily  performing  functions similar to those performed by the persons who
at the time shall be such officers, respectively, or to whom any corporate trust
matter  is  referred  because  of his  knowledge  of and  familiarity  with  the
particular subject.

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

     "Servicer  Default"  means an Event of  Servicer  Default  under  the Trust
Agreement.

     "Spread Account" shall have the meaning specified in Section 10.02(a).

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

     "Termination Date" means the latest of (i) the expiration of the Policy and
the return of the Policy to the Insurer for cancellation, (ii) the date on which
the  Insurer  shall have  received  payment and  performance  of all amounts and
obligations  which the Issuer may owe to or on behalf of the Insurer  under this
Indenture and (iii) the date on which the Indenture  Trustee shall have received
payment and performance of all amounts and obligations  which the Issuer may owe
to or on behalf of the  Indenture  Trustee  for the  benefit of the  Noteholders
under this Indenture or the Notes.

     "Trigger Event" has the meaning provided in the Insurance Agreement.

     "Trust Agreement" means the Trust and Servicing Agreement,  dated as of the
date hereof, among the Seller, the Servicer and the Owner Trustee.

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

     "UAC" means Union Acceptance Corporation,  an Indiana corporation,  and its
successors.

     "Underwriter"  means each of Banc of America Securities LLC and First Union
Securities, Inc.

     "Underwriter  Exemption" means the exemption granted to each Underwriter by
the U.S.  Department of Labor,  as amended by Prohibited  Transaction  Exemption
("PTE") 97-34 and PTE 2000-58.

     "United States" means the United States of America.

     SECTION 1.02.  Incorporation by Reference of Trust Indenture Act.  Whenever
this Indenture  refers to a provision of the TIA, the provision is  incorporated
by reference in and made a part of this Indenture.  The following TIA terms used
in this Indenture have the following meanings:

     "Commission" means the Securities and Exchange Commission.

     "Indenture Securities" means the Notes.

     "Indenture Security Holder" means a Noteholder.

     "Indenture to be Qualified" means this Indenture.

     "Indenture Trustee" or "Institutional Trustee" means the Indenture Trustee.

     "Obligor"  on the  indenture  securities  means  the  Issuer  and any other
obligor on the indenture securities.

     All other TIA terms  used in this  Indenture  that are  defined by the TIA,
defined by TIA reference to another  statute or defined by Commission  rule have
the meaning assigned to them by such definitions.

     SECTION 1.03. Rules of Construction. Unless the context otherwise requires:

          (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;

          (vi) any  agreement,  instrument  or statute  defined or  referred  to
     herein or in any instrument or certificate delivered in connection herewith
     means such  agreement,  instrument or statute as from time to time amended,
     modified  or  supplemented  and  includes  (in the  case of  agreements  or
     instruments)   references  to  all  attachments   thereto  and  instruments
     incorporated  therein;  references  to a Person  are also to its  permitted
     successors and assigns; and

          (vii)  the  words  "hereof,"  "herein"  and  "hereunder"  and words of
     similar import when used in this Indenture shall refer to this Indenture as
     a whole and not to any  particular  provision of this  Indenture;  Section,
     subsection  and  Schedule  references   contained  in  this  Indenture  are
     references to Sections,  subsections  and Schedules in or to this Indenture
     unless otherwise specified.

                                   ARTICLE II

                                   THE NOTES

     SECTION 2.01. Form.

     (a) The Class A-1 Notes,  Class A-2 Notes, Class A-3 Notes, Class A-4 Notes
and  Class  B  Notes,  in  each  case  together  with  the  Indenture  Trustee's
certificate of authentication,  shall be in substantially the forms set forth as
Exhibits  A-1,  A-2,  A-3,  A-4 and B to this  Indenture  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 the face of the Note.

     (b) Each Note shall be dated the date of its  authentication.  The terms of
the  Notes  set  forth in the  exhibits  hereto  are  part of the  terms of this
Indenture.

     SECTION 2.02. Execution, Authentication and Delivery.

     (a) The  Notes  shall be  executed  on  behalf  of the  Issuer by the Owner
Trustee,  as provided  herein.  The signature of any  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.

     (b)  The  Indenture  Trustee  shall,  upon  receipt  of  an  Issuer  Order,
authenticate  and deliver for original  issue Notes in the amount of the Initial
Class A-1 Note Balance,  the Initial  Class A-2 Note Balance,  the Initial Class
A-3 Note  Balance,  the Initial  Class A-4 Note Balance and the Initial  Class B
Note Balance.  The aggregate  principal  amount of the Notes  outstanding at any
time may not exceed such  respective  amounts,  except as otherwise  provided in
Section 2.05. Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum  denomination of $1,000 and
in integral multiples of $1,000 in excess thereof,  except that one Note of each
Class may be issued in a different denomination.

     (c) 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 in the
forms of Notes attached as exhibits to this Indenture  executed by the Indenture
Trustee by the manual signature of one of its authorized  signatories,  and such
certificate upon any Note shall be conclusive  evidence,  and the only evidence,
that such Note has been duly authenticated and delivered hereunder.


     SECTION 2.03. Temporary Notes.

     (a) Pending the  preparation of Definitive  Notes,  the Issuer may execute,
and upon receipt of an Issuer Order the Indenture Trustee shall authenticate and
deliver,   temporary   Notes  that  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.

     (b) 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  3.02,  without  charge to the Holder.  Upon
surrender for  cancellation of any one or more temporary Notes, the Issuer shall
execute and the  Indenture  Trustee shall  authenticate  and deliver in exchange
therefor a like tenor and  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 2.04. Registration; Registration of Transfer and Exchange.

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

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

     (c) Upon surrender for  registration  of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.02, the Issuer
shall execute,  and the Indenture Trustee shall  authenticate and the Noteholder
shall  obtain  from  the  Indenture  Trustee,  in the  name  of  the  designated
transferee  or  transferees,  one or more new  Notes  of the  same  Class in any
authorized denominations, of a like aggregate principal amount.

     (d) 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,  the Issuer shall execute,
and the Indenture  Trustee shall  authenticate  and the Noteholder  shall obtain
from the Indenture  Trustee,  the Notes which the Noteholder making the exchange
is entitled to receive.

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

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

     (g) No service  charge  shall be made to a Holder for any  registration  of
transfer  or  exchange  of Notes,  but the Issuer or the  Indenture  Trustee may
require  payment  of a sum  sufficient  to cover  any tax or other  governmental
charge that may be imposed in connection  with any  registration  of transfer or
exchange of Notes,  other than  exchanges  pursuant to Section 2.03 or 11.06 not
involving any transfer.

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

     SECTION 2.05. Mutilated, Destroyed, Lost or Stolen Notes.

     (a) If (i) any mutilated Note is surrendered to the Indenture  Trustee,  or
the Indenture  Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture  Trustee
and  the  Insurer  (unless  an  Insurer  Default  shall  have  occurred  and  be
continuing)  such  security or  indemnity as may be required by them to hold the
Issuer, the Indenture Trustee and the Insurer harmless,  then, in the absence of
notice to the Issuer, the Note Registrar or the Indenture Trustee that such Note
has been  acquired by a bona fide  purchaser,  the Issuer shall execute and upon
its request the Indenture  Trustee shall  authenticate and deliver,  in exchange
for or in  lieu  of any  such  mutilated,  destroyed,  lost or  stolen  Note,  a
replacement  Note  of the  same  Class;  provided,  however,  that  if any  such
destroyed,  lost or stolen Note, but not a mutilated Note,  shall have become or
within  seven  days  shall be due and  payable,  or shall  have been  called for
redemption,  instead  of  issuing a  replacement  Note,  the Issuer may pay such
destroyed,  lost or stolen  Note when so due or payable  or upon the  Redemption
Date without surrender thereof.  If, after the delivery of such replacement Note
or payment of a  destroyed,  lost or stolen Note  pursuant to the proviso to the
preceding sentence,  a bona fide purchaser of the original Note in lieu of which
such  replacement  Note was issued  presents for payment such original Note, the
Issuer,  the Insurer and the Indenture Trustee shall be entitled to recover such
replacement  Note (or such  payment) from the Person to whom it was delivered or
any  Person  taking  such  replacement  Note  from  such  Person  to  whom  such
replacement  Note was  delivered or any  assignee of such Person,  except a bona
fide purchaser,  and shall be entitled to recover upon the security or indemnity
provided therefor to the extent of any loss, damage, cost or expense incurred by
the Issuer, the Insurer or the Indenture Trustee in connection therewith.

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

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

     (d) The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the  replacement or
payment  of  mutilated,  destroyed,  lost or  stolen  Notes.  In the case of the
registration  of transfer of any Note, the Issuer,  the Indenture  Trustee,  the
Insurer  and any of their  respective  agents may treat the Person in whose name
any Note is  registered  (as of the day of  determination)  as the owner of such
Note for the purpose of receiving payments of principal of and interest, if any,
on such Note and for all other purposes whatsoever,  whether or not such Note be
overdue,  and none of the Issuer, the Insurer,  the Indenture Trustee nor any of
their respective agents shall be affected by notice to the contrary.

     SECTION 2.06. Intentionally Blank.

     SECTION 2.07. Payment of Principal and Interest; Defaulted Interest.

     (a) Each Class of Notes shall accrue interest as provided in this Indenture
at the related  interest rate for such Class, and such interest shall be payable
on each Payment  Date as specified  herein,  subject to Section  3.01.  Interest
accrued  on any  Note  but  not  paid  on any  Payment  Date  will be due on the
immediately  succeeding Payment Date,  together with, to the extent permitted by
applicable  law,  interest on such  shortfall at the related  interest rate. 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 (or one or more
Predecessor   Notes)  is   registered  on  the  Record  Date,  by  check  mailed
first-class,  postage prepaid to such Person's address as it appears on the Note
Register on such Record Date,  except that,  unless  Definitive  Notes have been
issued pursuant to Section 2.11, with respect to Notes  registered on the Record
Date in the name of the nominee of the Clearing Agency (initially,  such nominee
to be  Cede & Co.),  payment  will be  made  by  wire  transfer  in  immediately
available  funds to the account  designated  by such  nominee and except for the
final  installment  of principal  payable with respect to such Note on a Payment
Date, a Redemption  Date or on the related Final  Maturity Date, as the case may
be (and  except for the  Redemption  Price for any Note  called  for  redemption
pursuant to Section 12.01),  which shall be payable as provided below. The funds
represented by any such checks returned  undelivered shall be held in accordance
with Section 3.03.

     (b) The principal of each Note shall be payable on each Payment Date to the
extent  provided in this Indenture and in the form of the related Note set forth
as an Exhibit hereto. Notwithstanding the foregoing, the entire unpaid principal
amount  of the  Notes  of a Class  of Notes  shall  be due and  payable,  if not
previously paid, on the earlier of:

          (i) the Final Maturity Date of such Class;

          (ii) the Redemption Date;

          (iii) if (A) an Event of Default shall have occurred and be continuing
     and (B) an Insurer  Default shall not have  occurred and be continuing  and
     the Policy  shall be in effect,  the date on which the  Insurer  shall have
     declared the Notes to be immediately due and payable in the manner provided
     in Section 5.02; or

          (iv) if (A) an Event of Default  shall have occurred and be continuing
     and (B) an Insurer  Default  shall have  occurred and be  continuing or the
     Policy shall have  terminated  in  accordance  with its terms,  the date on
     which  the  Noteholders  representing  not  less  than 66 2/3% of the  Note
     Balances shall have declared the Notes to be immediately due and payable in
     the manner provided in Section 5.02.

All  principal  payments  on each  Class of Notes  shall be made pro rata to the
Noteholders of such Class entitled  thereto.  The Indenture 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  installment of principal of and interest on such Note will be paid.  Such
notice shall be mailed  within five  Business  Days of such Payment Date (or, in
the case of Notes  registered in the name of Cede & Co., as nominee of DTC, such
notice  shall be  provided  within one  Business  Day of such  Payment  Date) or
receipt of notice of  termination  of the Trust pursuant to Section 16.01 of the
Trust  Agreement and shall specify that such final  installment  will be payable
only upon  presentation  and  surrender of such Note and shall specify the place
where  such  Note  may  be  presented  and   surrendered  for  payment  of  such
installment.  Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 12.02. In addition,  the Administrator  shall
notify the Insurer and the Rating Agencies upon the final payment of interest on
and principal of each Class of Notes,  and upon the termination of the Trust, in
each case pursuant to the Administration Agreement.

     SECTION 2.08. Cancellation. All Notes surrendered for payment, registration
of transfer,  exchange or redemption  shall,  if surrendered to any Person other
than the Indenture  Trustee,  be delivered to the Indenture Trustee and shall be
promptly cancelled by the Indenture Trustee.  The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly cancelled by the Indenture Trustee.
No  Notes  shall  be  authenticated  in lieu  of or in  exchange  for any  Notes
cancelled as provided in this  Section,  except as  expressly  permitted by this
Indenture.  All cancelled  Notes may be disposed of by the Indenture  Trustee in
accordance with its standard practices.

     SECTION 2.09. Book-Entry Notes. The Notes, upon original issuance,  will be
issued in the form of typewritten Notes representing the Book-Entry Notes, to be
delivered to DTC, the initial Clearing  Agency,  by, or on behalf of, the Issuer
(except for any  fractional  units which cannot be accepted by DTC).  Such Notes
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 will  receive a
Definitive Note  representing such Note Owner's interest in such Note, except as
provided in Section 2.11.  Unless and until  definitive,  fully registered Notes
(the  "Definitive  Notes")  have been issued to Note Owners  pursuant to Section
2.11:

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

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

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

          (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 Depository Agreement, unless
     and until  Definitive  Notes are  issued  pursuant  to  Section  2.11,  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 Noteholders evidencing a specified
     percentage  of the Note  Balances,  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 Indenture Trustee.

     SECTION  2.10.  Notices  to  Clearing  Agency.  Whenever  a notice or other
communication  to the Noteholders is required under this  Indenture,  unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.11,  the  Indenture  Trustee  shall give all such  notices and  communications
specified  herein to be given to Noteholders to the Clearing  Agency,  and shall
have no obligation to the Note Owners.

     SECTION 2.11. Definitive Notes.

     (a) If (i) the Administrator  advises the Indenture Trustee in writing that
the  Clearing  Agency is no longer  willing or able to  properly  discharge  its
responsibilities as described in the Depository Agreement, and the Administrator
or the  Indenture  Trustee is unable to locate a  qualified  successor,  or (ii)
after the occurrence of an Event of Default or a Servicer  Default,  Note Owners
representing  in the aggregate more than 50% of the Note Balances of all Classes
of Notes advise the Indenture  Trustee through the Clearing Agency  Participants
in writing that the  continuation  of a book-entry  system  through the Clearing
Agency is no longer in the best  interests of the related Note Owners,  then the
Indenture Trustee shall notify all Note Owners,  through the Clearing Agency, of
the  availability of Definitive  Notes to Note Owners  requesting the same. Upon
surrender  to the  Indenture  Trustee of the Note or Notes  evidencing  the Book
Entry Notes by the Clearing  Agency,  accompanied by  registration  instructions
from the Clearing  Agency,  the Issuer shall execute and the  Indenture  Trustee
shall  authenticate  the Definitive  Notes and deliver such Definitive  Notes in
accordance with the instructions of the Clearing Agency. None of the Issuer, the
Note  Registrar  or the  Indenture  Trustee  shall be  liable  for any  delay in
delivery  of such  instructions  and may  conclusively  rely  on,  and  shall be
protected  in relying on, such  instructions.  Upon the  issuance of  Definitive
Notes of a Class,  the  Indenture  Trustee  shall  recognize  the Holders of the
Definitive Notes as Noteholders hereunder.

     (b) The Indenture  Trustee shall not be liable if the Indenture  Trustee or
the Administrator is unable to locate a qualified successor Clearing Agency. The
Definitive  Notes shall be  typewritten,  printed,  lithographed  or engraved or
produced by any  combination  of these methods  (with or without steel  engraved
borders),  all as determined by the officers  executing such Notes, as evidenced
by their execution of such Notes.

     SECTION 2.12.  Release of Pledged Assets.  Subject to Section 13.01 and the
terms of the Basic Documents,  the Indenture Trustee shall release property from
the lien of this Indenture only upon receipt of an Issuer Request accompanied by
an Officer's Certificate,  an Opinion of Counsel and Independent Certificates in
accordance  with  Sections  314(c)  and  314(d)(l)  of the TIA or an  Opinion of
Counsel in lieu of such Independent Certificates to the effect that the TIA does
not require any such Independent Certificates.

     SECTION 2.13.  Tax Treatment.  The Issuer has entered into this  Indenture,
and the Notes will be issued,  with the intention  that, for federal,  state and
local income, single business and franchise tax purposes, the Notes will qualify
as  indebtedness  of the Issuer secured by the Pledged  Assets.  The Issuer,  by
entering into this Indenture, and each Noteholder, by its acceptance of its Note
(and  each  Note  Owner  by its  acceptance  of an  interest  in the  applicable
Book-Entry Note), agree to treat the Notes for federal,  state and local income,
single business and franchise tax purposes as indebtedness of the Issuer.

     SECTION 2.14. ERISA.

     (a) Each  purchaser or  transferee of a Class A Note that is a Benefit Plan
(as such term is defined in ERISA) shall be deemed to have  represented that the
relevant  conditions for exemptive  relief under  Prohibited  Transaction  Class
Exemption  ("PTCE") 84-14,  PTCE 90-1, PTCE 91-38, PTCE 95-60 or PTCE 96-23, the
Underwriter  Exemption or other  applicable  exemption  providing  substantially
similar relief have been satisfied.

     (b) Each  purchaser or  transferee of a Class B Note that is a Benefit Plan
(as such term is defined in ERISA) shall be deemed to have  represented that the
relevant  conditions for exemptive  relief under the Underwriter  Exemption have
been satisfied.

     SECTION 2.15. CUSIP Numbers.

     The Issuer in issuing the notes may use "CUSIP"  numbers (if then generally
in use),  and,  if so, the  Indenture  Trustee may use such  "CUSIP"  numbers in
notices of redemption as a  convenience  to the Holders;  provided that any such
notice may state that no  representation  is made as to the  correctness of such
numbers  either as  printed  on the  Notes or as  contained  in any  notice of a
redemption  and that  reliance  may be placed  only on the other  identification
numbers printed on the Notes,  and any such redemption  shall not be affected by
any defect in or omission of such numbers.  The Issuer will promptly  notify the
Indenture Trustee of any change in the "CUSIP" numbers.


                                   ARTICLE III

                                   COVENANTS

     SECTION 3.01.  Payment of Principal and Interest.  The Issuer will duly and
punctually  pay  Monthly  Interest  on and  Monthly  Principal  of the  Notes in
accordance with the terms of the Notes and this Indenture.  Without limiting the
foregoing,  subject to Section 9.04(a),  the Issuer will cause to be distributed
the amount of  Available  Funds on a Payment  Date.  The  Issuer  will cause the
deposits  received on Receivables  to be deposited  into the Collection  Account
pursuant  to the Trust  Agreement  for the benefit of the  Noteholders.  Amounts
properly withheld under the Code by any Person from a payment of interest and/or
principal  to any  Noteholder  shall be  considered  as having  been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

     SECTION 3.02.  Maintenance of Office or Agency. The Issuer will maintain or
will cause the Administrator or the Indenture Trustee to maintain in The City of
New York, 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 Indenture Trustee to serve as its agent for the foregoing
purposes. The Issuer will give prompt written notice to the Indenture 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  Indenture  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  Indenture  Trustee as its agent to
receive all such surrenders, notices and demands.

     SECTION 3.03. Money for Payments to be Held in Trust.

     (a) As provided in Section  9.02 of the Trust  Agreement,  all  payments of
amounts  due and  payable  with  respect  to any Notes  that are to be made from
amounts  withdrawn  from  the  Collection  Account,   the  Spread  Account,  the
Pre-Funding  Account  or the  Payahead  Account  shall be made on  behalf of the
Issuer by the Indenture  Trustee or by another  Paying Agent,  and no amounts so
withdrawn from the  Collection  Account,  the Spread  Account,  the  Pre-Funding
Account or the Payahead  Account for payments with respect to the Notes shall be
paid over to the Issuer except as provided in this Section.

     (b) The Notes shall be non-recourse  obligations of the Issuer and shall be
limited in right of payment to amounts available from the Pledged Assets and the
Policy as provided  in this  Indenture  and the Issuer  shall not  otherwise  be
liable for payments on the Notes.  No Person shall be personally  liable for any
amounts  payable  under the  Notes.  If any other  provision  of this  Indenture
conflicts or is deemed to conflict with the  provisions of this  paragraph,  the
provisions of this paragraph shall control.

     (c) The Issuer  will  cause  each  Paying  Agent  other than the  Indenture
Trustee to execute  and  deliver to the  Indenture  Trustee  and the  Insurer an
instrument  in which such Paying  Agent shall agree with the  Indenture  Trustee
(and if the  Indenture  Trustee  acts as Paying  Agent,  it  hereby so  agrees),
subject to the provisions of this Section, 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 by the Paying Agent
     or otherwise disposed of as herein provided;

          (ii) give the  Indenture  Trustee  notice of any default 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 Indenture  Trustee,  forthwith pay to the Indenture
     Trustee all sums so held in trust by such Paying Agent;

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

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

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

     (e) Subject to applicable laws with respect to escheat of funds,  any money
held by the  Indenture  Trustee or any Paying  Agent in trust for the payment of
any amount due with respect to any Note and  remaining  unclaimed  for two years
after such amount has become due and payable shall be discharged from such trust
and be paid to the Issuer upon receipt of an Issuer  Request;  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 Indenture  Trustee or such
Paying Agent with respect to such trust money shall thereupon  cease;  provided,
however,  that the Indenture Trustee or such Paying Agent, before being required
to make any such  repayment,  shall at the expense and  direction  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 Indenture Trustee may also adopt
and  employ,  at the  expense  of the  Issuer,  any  other  reasonable  means of
notification of such repayment (including, but not limited to, mailing notice of
such  repayment  to  Holders  whose  Notes  have been  called  but have not been
surrendered  for  redemption  or whose  right to or  interest  in monies due and
payable  but not  claimed is  determinable  from the  records  of the  Indenture
Trustee  or of any  Paying  Agent,  at the last  address of record for each such
Holder).

     SECTION 3.04. Existence. The Issuer will keep in full effect its existence,
rights  and  franchises  as a  business  trust  under  the laws of the  State of
Delaware  (unless it becomes,  or any successor  Issuer hereunder is or becomes,
organized  under the laws of any other state or of the United  States,  in which
case the Issuer will keep in full effect its  existence,  rights and  franchises
under the laws of such other  jurisdiction)  and will  obtain and  preserve  its
qualification to do business in each jurisdiction in which such qualification is
or shall be  necessary  to  protect  the  validity  and  enforceability  of this
Indenture, the Notes, and the Pledged Assets.

     SECTION 3.05.  Protection of Trust Estate.  The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the  Noteholders  to be prior to all  other  liens in  respect  of the
Pledged  Assets,  and the Issuer shall take all actions  necessary to obtain and
maintain, for the benefit of the Indenture Trustee on behalf of the Noteholders,
a first lien on and a first priority, perfected security interest in the Pledged
Assets.  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 Servicer and delivered to the Issuer,  and will take such
other action necessary or advisable to:

          (i) Grant more effectively all or any portion of the Pledged Assets;

          (ii)  maintain or preserve  the lien and  security  interest  (and the
     priority  thereof)  created by this Indenture or carry out more effectively
     the purposes hereof;

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

          (iv) enforce any of the Pledged Assets;

          (v) preserve and defend title to the Pledged  Assets and the rights of
     the Indenture  Trustee and the  Noteholders  in such Pledged Assets against
     the claims of all persons and parties; or

          (vi) pay all taxes or assessments  levied or assessed upon the Pledged
     Assets when due.

The   Issuer   hereby   designates   the   Indenture   Trustee   its  agent  and
attorney-in-fact to execute all financing statements, continuation statements or
other instruments  required to be executed  pursuant to this Section,  which are
prepared and delivered to the Indenture Trustee.

     SECTION 3.06. Opinions as to Pledged Assets.

     (a) On the Closing Date, the Issuer shall furnish to the Indenture  Trustee
and the Insurer an Opinion of Counsel to the effect that, in the opinion of such
counsel,  either (i) all UCC financing  statements and  continuation  statements
have been executed or duly authorized and filed that are necessary to create and
continue the Indenture  Trustee's first priority  perfected security interest in
the Pledged  Assets  (subject to the rights of the Insurer  under the  Insurance
Agreement) for the benefit of the Noteholders,  and reciting the details of such
filings or  referring  to prior  Opinions  of Counsel in which such  details are
given,  or (ii) no such  action  shall be  necessary  to perfect  such  security
interest.

     (b) Within 90 days after the beginning of each calendar year beginning with
the first  calendar year beginning more than three months after the Cutoff Date,
the Issuer shall furnish to the Indenture  Trustee and the Insurer an Opinion of
Counsel,  dated as of such 90th day, to the effect that,  in the opinion of such
counsel,  either (i) all UCC financing  statements and  continuation  statements
have been executed or duly authorized and filed that are necessary to create and
continue the Indenture  Trustee's first priority  perfected security interest in
the Pledged  Assets  (subject to the rights of the Insurer  under the  Insurance
Agreement) for the benefit of the Noteholders,  and reciting the details of such
filings or  referring  to prior  Opinions  of Counsel in which such  details are
given,  or (ii) no such  action  shall be  necessary  to perfect  such  security
interest. Such Opinion of Counsel shall also specify any financing statements or
continuation  statements or other actions necessary (based on the laws in effect
and the facts known as of the date of such  opinion) to be executed and filed on
or before March 31 of the following year to preserve and protect such interest.

     SECTION 3.07. Performance of Obligations; Successor Servicer.

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

     (b) The Issuer may contract  with or  otherwise  obtain the  assistance  of
other  Persons  (including,  without  limitation,  the  Administrator  under the
Administration  Agreement) to assist it in performing its duties and obligations
under this Indenture,  and any performance of such duties by a Person identified
to the Indenture  Trustee and the Insurer in an Officer's  Certificate  shall be
deemed to be action  taken by the Issuer.  The  Indenture  Trustee  shall not be
responsible  for the action or  inaction of the  Servicer or the  Administrator.
Initially, the Issuer has contracted with UAC as the Administrator to assist the
Issuer in performing its duties under this Indenture.

     (c) The Issuer will  punctually  perform and observe all of its obligations
and agreements contained in this Indenture, the other Basic Documents and in the
instruments  and agreements  included in the Pledged  Assets,  including but not
limited  to  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 Trust Agreement in accordance with and within the time periods  provided for
herein and therein.  Except as otherwise expressly provided therein,  the Issuer
shall not waive,  amend,  modify,  supplement or terminate any Basic Document or
any provision thereof without the consent of the Indenture Trustee,  the Insurer
(unless an Insurer Default has occurred and is continuing) and the Holders of at
least a majority of the Outstanding Note Balances of the Notes.

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

     (e) Upon the resignation or termination of the Servicer pursuant to Section
13.05 or 14.01 of the Trust  Agreement,  the  Indenture  Trustee shall appoint a
successor  Servicer  acceptable to the Insurer.  If the Indenture  Trustee shall
succeed to the Servicer's  duties as servicer of the  Receivables as provided in
Section 14.02 of the Trust Agreement,  it shall do so in its individual capacity
and not in its capacity as Indenture Trustee and, accordingly, the provisions of
Article Six shall be inapplicable to the Indenture  Trustee in its duties as the
successor  to the Servicer and the  servicing  of the  Receivables.  In case the
Indenture  Trustee  shall  become  successor  to the  Servicer  under  the Trust
Agreement, the Indenture Trustee shall be entitled to appoint as Servicer one of
its  Affiliates;  provided  that it shall  not be  liable  for the  actions  and
omissions of any such Affiliate in such capacity as successor Servicer appointed
with due care.

     (f) Upon any  termination of the Servicer's  rights and powers  pursuant to
the Trust Agreement,  the Issuer shall promptly notify the Indenture Trustee and
the  Insurer.  As soon as a successor  Servicer is  appointed,  the Issuer shall
notify the Indenture Trustee and the Insurer 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 or the Seller of their  respective  duties under the
Basic Documents: (i) without the prior consent of the Insurer (unless an Insurer
Default shall have  occurred and be  continuing)  or (ii) if the effect  thereof
would adversely affect the Noteholders.

     SECTION 3.08.  Negative  Covenants.  Until the Termination Date, the Issuer
shall not:

          (i)  except  as  expressly  permitted  by the Basic  Documents,  sell,
     transfer,  exchange or otherwise dispose of any of the properties or assets
     of the Issuer,  including  those  included in the  Pledged  Assets,  unless
     directed to do so by the Indenture  Trustee with the prior written  consent
     of the  Insurer  (unless an Insurer  Default  shall  have  occurred  and be
     continuing);

          (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  Pledged
     Assets;

          (iii) (A) permit the validity or effectiveness of this Indenture to be
     impaired,  or permit the lien  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, charge,  excise,  claim,  security  interest,  mortgage or
     other encumbrance  (other than the lien of this Indenture) to be created on
     or extend to or  otherwise  arise upon or burden the Pledged  Assets or any
     part thereof or any interest  therein or the proceeds  thereof  (other than
     tax liens, mechanics' liens and other liens that arise by operation of law,
     in each case on a Financed  Vehicle  and  arising  solely as a result of an
     action or omission of the related Obligor),  (C) permit the lien created by
     this Indenture not to constitute a valid first priority  security  interest
     (other than with respect to any such tax,  mechanics' or other lien) in the
     Pledged Assets; or

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

     SECTION 3.09. Annual Statement as to Compliance. The Issuer will deliver to
the  Indenture  Trustee  and the  Insurer,  on or before  April 30 of each year,
beginning  on the first  April 30 that is at least six months  after the Closing
Date, an Officer's  Certificate  dated as of December 31 of the  preceding  year
stating, as to the Authorized Officer signing such Officer's Certificate, that:

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

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

     SECTION 3.10. Issuer May Consolidate, etc. Only on Certain Conditions.

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

          (i) the Person (if other than the Issuer)  formed by or surviving such
     consolidation  or merger shall (A) be a Person organized and existing under
     the laws of the United  States or any State,  (B) expressly  assume,  by an
     indenture  supplemental  hereto,  executed and  delivered to the  Indenture
     Trustee  and  the  Insurer,  in  form  and  substance  satisfactory  to the
     Indenture Trustee and the Insurer (so long as no Insurer Default shall have
     occurred and be continuing),  the due and punctual payment of the principal
     of and interest on all Notes and the  performance  or  observance  of every
     agreement and covenant of this  Indenture and each other Basic  Document on
     the part of the Issuer to be performed or observed, all as provided herein,
     and (C) expressly agree by means of such  supplemental  indenture that such
     Person (or if a group of Persons, then one specified person) shall make all
     filings, with the Commission (and any other appropriate Person) required by
     the Exchange Act in connection with the Notes;

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

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

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

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

          (vi) the Issuer shall have delivered to the Indenture  Trustee and the
     Insurer an  Officer's  Certificate  and an Opinion of Counsel  (which shall
     describe the actions  taken as required by clause (v) above or that no such
     actions will be taken) each stating that such  consolidation  or merger and
     such  supplemental  indenture  comply with this Article  Three and that all
     conditions  precedent herein provided for relating to such transaction have
     been compiled with  (including  any filings  required by the Exchange Act);
     and

          (vii)  so  long as no  Insurer  Default  shall  have  occurred  and be
     continuing,  the Issuer shall have given the Insurer written notice of such
     consolidation or merger at least 20 Business Days prior to the consummation
     of such action and shall have  received the prior  written  approval of the
     Insurer  of such  consolidation  or merger and the Issuer or the Person (if
     other than the Issuer) formed by or surviving such  consolidation or merger
     has a net worth,  immediately after such  consolidation or merger,  that is
     (A)  greater  than zero and (B) not less  than the net worth of the  Issuer
     immediately prior to giving effect to such consolidation or merger.

     (b) The Issuer shall not convey or transfer all or substantially all of its
properties or assets,  including  those included in the Pledged  Assets,  to any
Person (except as expressly permitted by the Basic Documents), unless:

          (i) the Person that acquires by conveyance or transfer the  properties
     and assets of the Issuer shall (A) be a United  States  citizen or a Person
     organized  and existing  under the laws of the United  States or any State,
     (B) expressly assume,  by an indenture  supplemental  hereto,  executed and
     delivered to the Indenture  Trustee and the Insurer,  in form and substance
     satisfactory  to the  Indenture  Trustee  and the  Insurer  (so  long as no
     Insurer  Default  shall  have  occurred  and be  continuing),  the  due and
     punctual  payment of the  principal  of and  interest  on all Notes and the
     performance or observance of every agreement and covenant of this Indenture
     and each other Basic  Document on the part of the Issuer to be performed or
     observed,  all as provided  herein,  (C)  expressly  agree by means of such
     supplemental  indenture  that all right,  title and interest so conveyed or
     transferred  shall be subject and subordinate to the rights of Noteholders,
     (D) unless otherwise  provided in such  supplemental  indenture,  expressly
     agree to indemnify,  defend and hold  harmless the Issuer  against and from
     any loss,  liability or expense  arising under or related to this Indenture
     and the  Notes  and (E)  expressly  agree  by  means  of such  supplemental
     indenture  that such Person (or if a group of Persons,  then one  specified
     Person)  shall  make  all  filings  with  the  Commission  (and  any  other
     appropriate  Person)  required by the Exchange Act in  connection  with the
     Notes;

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

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

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

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

          (vi) the Issuer shall have delivered to the Indenture  Trustee and the
     Insurer an  Officer's  Certificate  and an Opinion of Counsel  (which shall
     describe the actions  taken as required by clause (v) above or that no such
     actions will be taken) each stating  that such  conveyance  or transfer and
     such  supplemental  indenture  comply with this Article  Three and that all
     conditions  precedent herein provided for relating to such transaction have
     been complied with  (including  any filings  required by the Exchange Act);
     and

          (vii)  so  long as no  Insurer  Default  shall  have  occurred  and be
     continuing,  the Issuer shall have given the Insurer written notice of such
     conveyance  or transfer of  properties  or assets at least 20 Business Days
     prior to the  consummation of such action and shall have received the prior
     written  approval of the  Insurer of such  conveyance  or transfer  and the
     Person  acquiring by conveyance or transfer the properties or assets of the
     Issuer has a net worth, immediately after such conveyance or transfer, that
     is (A) greater  than zero and (B) not less than the net worth of the Issuer
     immediately prior to giving effect to such conveyance or transfer.

     SECTION 3.11. Successor Transferee.

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

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

     SECTION  3.12.  No Other  Business.  The Issuer shall not engage in (i) any
business  other than  financing,  purchasing,  owning,  selling and managing the
Receivables  in the manner  contemplated  by this  Indenture and the other Basic
Documents  and  activities  incidental  thereto  or (ii) any other  business  or
activities as contemplated by Section 1.03 of the Trust Agreement.

     SECTION 3.13. Servicer's  Obligations.  The Issuer shall cause the Servicer
to comply with the Servicer's obligations under the Trust Agreement.

     SECTION 3.14.  Restricted  Payments.  Except as expressly  permitted by the
Basic  Documents,  the Issuer  shall not,  directly or  indirectly,  (i) pay any
dividend  or make any  distribution  (by  reduction  of capital  or  otherwise),
whether in cash,  property,  securities or a combination  thereof,  to the Owner
Trustee 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,  (ii) redeem,  purchase,  retire or otherwise acquire for value
any such  ownership  or  equity  interest  or  security  or (iii)  set  aside or
otherwise segregate any amounts for any such purpose;  provided,  however,  that
the Issuer may make, or cause to be made,  distributions  to the  Servicer,  the
Indenture  Trustee,  the Owner Trustee,  the Insurer,  the  Noteholders  and the
Certificateholder  as contemplated by, and to the extent funds are available for
such  purpose  under,  the Trust  Agreement.  The Issuer  will not,  directly or
indirectly, make payments to or distributions from the Collection Account except
in accordance with this Indenture and the other Basic Documents.

     SECTION  3.15.  Notice of Events of Default.  The Issuer agrees to give the
Indenture  Trustee,  the Insurer and each Rating Agency prompt written notice of
each Event of Default  hereunder and each default on the part of the Servicer or
the Seller of their respective obligations under the Trust Agreement.

     SECTION 3.16.  Further  Instruments and Acts. Upon request of the Indenture
Trustee or the  Insurer,  the Issuer  will  execute  and  deliver  such  further
instruments and do such further acts as may be reasonably necessary or proper to
carry out more effectively the purpose of this Indenture.

     SECTION  3.17.  Compliance  with Laws.  The Issuer  shall  comply  with the
requirements  of all  applicable  laws,  the  non-compliance  with which  would,
individually or in the aggregate, materially and adversely affect the ability of
the Issuer to perform its  obligations  under the Notes,  this  Indenture or any
other Basic Document.

     SECTION 3.18. Amendments of Trust Agreement.  The Issuer shall not agree to
any  amendment  to  Section  17.01  of the  Trust  Agreement  to  eliminate  the
requirements  thereunder that the Noteholders  consent to amendments  thereto as
provided therein.

<PAGE>

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

     SECTION 4.01. 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 thereof and interest thereon, (iv) Sections 3.03, 3.04, 3.05, 3.07,
3.08,  3.10,  3.11,  3.12,  3.17  and  3.18,  (v) the  rights,  obligations  and
immunities  of the  Indenture  Trustee  hereunder  (including  the rights of the
Indenture  Trustee  under  Section  6.07 and the  obligations  of the  Indenture
Trustee under Section 4.02),  (vi) the rights of  Noteholders  as  beneficiaries
hereof with  respect to the  property so deposited  with the  Indenture  Trustee
payable to all or any of them and (vii) the obligation of the Indenture  Trustee
to make claims under the Policy,  which shall survive the Final Maturity Date of
the Class B Notes and extend  through  any  preference  period  applicable  with
respect to the Notes or any  payments  made in  respect  of the  Notes,  and the
Indenture Trustee, on demand of and at the expense of the Issuer,  shall execute
proper  instruments  acknowledging  satisfaction and discharge of this Indenture
with respect to the Notes, 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  2.05 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  3.03) have been  delivered  to the  Indenture  Trustee for
cancellation  and the Policy has  expired  and been  returned to the Insurer for
cancellation; or

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

               (i) have become due and payable,

               (ii) will  become due and payable at the Final  Maturity  Date of
     the Class B Notes within one year, or

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

and the Issuer, in the case of clauses (i), (ii) or (iii) above, has irrevocably
deposited or caused to be irrevocably  deposited with the Indenture Trustee cash
or Eligible  Investments  for such purpose,  in an amount  sufficient to pay and
discharge the entire indebtedness on such Notes not theretofore delivered to the
Indenture  Trustee for  cancellation  when due to the Final Maturity Date of the
Class B Notes or the  Redemption  Date (if  Notes  shall  have been  called  for
redemption pursuant to Section 12.01), as the case may be;

     (B) the Issuer has paid or performed or caused to be paid or performed  all
amounts  and  obligations  which the  Issuer  may owe to or on behalf of (1) the
Indenture Trustee for the benefit of the Noteholders under this Indenture or the
Notes and (2) the Insurer under this Indenture and the Basic Documents; and

     (C) the Issuer has  delivered to the  Indenture  Trustee and the Insurer an
Officer's  Certificate,  an Opinion of Counsel and (if  required by the TIA, the
Indenture  Trustee) an Independent  Certificate  from a firm of certified public
accountants,  each meeting the applicable  requirements of Section 13.01(a) and,
subject to Section  13.02,  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 4.02.  Application  of Trust Money.  All monies  deposited with the
Indenture Trustee pursuant to Section 4.01 shall be held in trust and applied by
it, in accordance  with the provisions of the Notes and this  Indenture,  to the
payment,  either directly or through any Paying Agent, as the Indenture  Trustee
may  determine,  to the  Holders  of the  particular  Notes for the  payment  or
redemption of which such monies have been deposited with the Indenture  Trustee,
of all sums due and to become due thereon for principal  and interest;  but such
monies need not be  segregated  from other funds  except to the extent  required
herein or in the Trust Agreement or required by law.

     SECTION 4.03.  Repayment of Monies Held by Paying Agent. In connection with
the  satisfaction and discharge of this Indenture with respect to the Notes, all
monies then held by any Paying Agent other than the Indenture  Trustee under the
provisions of this  Indenture  with respect to such Notes shall,  upon demand of
the Issuer, be paid to the Indenture Trustee to be held and applied according to
Section 3.03 and thereupon  such Paying Agent shall be released from all further
liability with respect to such monies.

                                    ARTICLE V

                          EVENTS OF DEFAULT; REMEDIES

     SECTION 5.01. Events of Default.

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

          (i) default in the  payment of any  interest on any Note when the same
     becomes due and payable and such  default  shall  continue  for a period of
     five days after  notice  thereof  is given to the  Issuer by the  Indenture
     Trustee,  the Insurer or the  Servicer,  or to the Issuer and the Indenture
     Trustee by the Holders of at least 25% of the Note Balances;

          (ii)  default in the  payment of any  principal  due and  payable on a
     Class of Notes on the Final  Maturity Date for such Class of Notes and such
     default  shall  continue for a period of five days after notice  thereof is
     given to the Issuer by the Indenture Trustee,  the Insurer or the Servicer,
     or to the Issuer and the  Indenture  Trustee by the Holders of at least 25%
     of the Note Balances;

          (iii) (A) default in the  observance or performance of any covenant or
     agreement  of the Issuer made in this  Indenture  (other than a covenant or
     agreement, a default in the observance or performance of which is elsewhere
     in this Section  specifically  dealt with), and such default shall continue
     or not be cured for a period of 60 days  after  notice  thereof  shall have
     been  given,  by  registered  or  certified  mail,  to the  Issuer,  by the
     Indenture  Trustee  or the  Insurer,  or to the  Issuer  and the  Indenture
     Trustee  by the  Holders  of at least 25% of the Note  Balances  or (B) any
     representation  or warranty made by the Issuer in this  Indenture or in any
     certificate delivered pursuant hereto or in connection herewith having been
     incorrect  in a material  respect as of the time made,  and such breach not
     having  been  cured  within 30 days  after  notice  thereof is given to the
     Issuer by the  Indenture  Trustee or the Insurer,  or to the Issuer and the
     Indenture  Trustee by the  Holders of at least 25% of the Note  Balances of
     the Notes;

          (iv) the  filing  of a decree or order  for  relief by a court  having
     jurisdiction  in the  premises in respect of the Issuer or any  substantial
     part of the  Pledged  Assets 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 Pledged Assets,  or ordering the winding-up or
     liquidation of the Issuer's affairs,  and such decree or order shall 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  receiver,
     liquidator,  assignee, custodian, trustee, sequestrator or similar official
     of the Issuer or for any  substantial  part of the Pledged  Assets,  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;

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

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

     SECTION 5.02. Rights Upon Event of Default.

     (a) So long as no Insurer Default shall have occurred and be continuing, if
an Event of Default  shall have  occurred  and be  continuing,  then the Insurer
shall have the right, but not the obligation,  upon prior written notice to each
Rating Agency, to declare by written notice to the Issuer,  the Servicer and the
Indenture  Trustee that the Notes become  immediately due and payable,  and upon
any such  declaration the unpaid  principal  amount of the Notes,  together with
accrued and unpaid interest thereon,  shall become  immediately due and payable.
The Indenture  Trustee will have no discretion with respect to the  acceleration
of the  Notes  under  the  foregoing  circumstances.  In the  event  of any such
acceleration of the Notes,  the Indenture  Trustee shall continue to make claims
under the Policy with respect to the Notes.

     (b) If an Insurer  Default  shall have  occurred and be  continuing  or the
Policy  shall have  terminated  in  accordance  with its terms,  and an Event of
Default shall have occurred and be continuing,  the Indenture  Trustee shall, if
so requested in writing by the Noteholders  representing at least 66 2/3% of the
Note Balances, upon prior written notice to each Rating Agency, declare that the
Notes become  immediately  due and payable,  and upon any such  declaration  the
unpaid principal amount of the Notes,  together with accrued and unpaid interest
thereon, shall become immediately due and payable.

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

     SECTION  5.03.  Collection of  Indebtedness  and Suits for  Enforcement  by
Indenture 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 Indenture
Trustee, pay to the Indenture Trustee,  for the benefit of the Noteholders,  the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal,  and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at
the applicable  interest rates,  and in addition  thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses and disbursements of the Indenture Trustee and
its agents and counsel.

     (b) If an Event of  Default  shall have  occurred  and be  continuing,  the
Indenture  Trustee  shall (i) if no Insurer  Default  shall have occurred and be
continuing, at the direction of the Insurer, or (ii) if an Insurer Default shall
have  occurred  and be  continuing  or  the  Policy  shall  have  terminated  in
accordance with its terms,  at the direction of the Noteholders  representing at
least 66 2/3% of the Note  Balances,  as more  particularly  provided in Section
5.04,  proceed to protect  and enforce  the rights of the  Noteholders,  by such
appropriate  Proceedings  as the Indenture  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 Indenture 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 Pledged Assets,  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  Indenture  Trustee,  irrespective  of whether  the
principal of any Notes shall then be due and payable as therein  expressed or by
declaration or otherwise and irrespective of whether the Indenture Trustee shall
have made any  demand  pursuant  to the  provisions  of this  Section,  shall be
entitled and empowered, by intervention in such Proceedings or otherwise:

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

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

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

          (iv) to file such proofs of claim and other papers or documents as may
     be  necessary  or  advisable  in order to have the claims of the  Indenture
     Trustee or the Noteholders allowed in any judicial  Proceedings relative to
     the Issuer,  its  creditors and its  property;  and any trustee,  receiver,
     liquidator,  custodian or other similar  official in any such Proceeding is
     hereby  authorized  by each of such  Noteholders  to make  payments  to the
     Indenture  Trustee,  and,  in the event that the  Indenture  Trustee  shall
     consent to the making of payments directly to such  Noteholders,  to pay to
     the  Indenture  Trustee  such  amounts  as  shall  be  sufficient  to cover
     reasonable   compensation  to  the  Indenture  Trustee,   each  predecessor
     Indenture Trustee and their respective agents,  attorneys and counsel,  and
     all other expenses and  liabilities  incurred by the Indenture  Trustee and
     each predecessor  Indenture Trustee except as a result of negligence or bad
     faith.

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

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

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

     SECTION 5.04. Remedies.

     (a) If (i) an Event of Default shall have occurred and be  continuing,  the
Indenture  Trustee shall (subject to Section 5.04(b) below and Section 5.05), if
no Insurer  Default shall have occurred and be  continuing,  at the direction of
the  Insurer,  or (ii)  if an  Event  of  Default  shall  have  occurred  and be
continuing,  the Indenture  Trustee shall (subject to Section  5.04(b) below and
Section 5.05), if an Insurer Default shall have occurred and be continuing or if
the Policy shall have  terminated in accordance with its terms, at the direction
of the Noteholders  representing at least 66 2/3% of the Note Balances, take one
or more of the following actions as so directed:

          (i)  institute  Proceedings  in its own name and as or on  behalf of a
     trustee of an express trust for the  collection of all amounts then payable
     on the Notes 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 monies adjudged due;

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

          (iii)  exercise any remedies of a secured  party under the UCC and any
     other  remedy  available  to the  Indenture  Trustee  and  take  any  other
     appropriate  action to protect and  enforce the rights and  remedies of the
     Indenture  Trustee on behalf of the Noteholders under this Indenture or the
     Notes;

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

          (v) maintain possession of the Pledged Assets.

     (b)  Notwithstanding the foregoing,

          (i) in the event that the Indenture Trustee is acting at the direction
     of the Insurer,  so long as no Insurer  Default  shall have occurred and be
     continuing, if an Event of Default specified in Section 5.01(a)(i), (ii) or
     (iii) shall have occurred and be continuing, the Insurer shall not have the
     right to cause the  Indenture  Trustee or the  Servicer to, and neither the
     Indenture  Trustee nor the Servicer shall,  liquidate the Pledged Assets in
     whole or in part if the  Indenture  Trustee  reasonably  believes  that the
     proceeds of such sale or  liquidation  would not be  sufficient  to pay all
     outstanding principal of and accrued interest on the Notes; and

          (ii)  in the  event  that  the  Indenture  Trustee  is  acting  at the
     direction  of the  Noteholders  representing  at  least 66 2/3% of the Note
     Balances,  (so  long as an  Insurer  Default  shall  have  occurred  and be
     continuing),  the  Noteholders  shall  not have the  right  to  direct  the
     Indenture Trustee or the Servicer to, and neither the Indenture Trustee nor
     the Servicer shall, liquidate the Pledged Assets in whole or in part unless
     an Event of Default as specified in Section  5.01(a)(iv)  or (v) shall have
     occurred and be continuing.

     (c) In determining  the sufficiency or  insufficiency  of the proceeds of a
sale or liquidation of the Pledged Assets to pay all amounts  required  pursuant
to Section  5.04(b)(i)  above,  the Indenture  Trustee may, but need not, at the
sole  expense  of the Issuer  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 Pledged
Assets for such purpose.

     SECTION 5.05. Optional Preservation of the Receivables.  If the Notes shall
have been declared to be due and payable  under Section 5.02  following an Event
of  Default  and such  declaration  and its  consequences  shall  not have  been
rescinded and annulled,  the Indenture  Trustee shall,  absent  direction to the
contrary from the Insurer or the Noteholders  pursuant to Section 5.04, maintain
possession of the Pledged Assets.

     SECTION 5.06. Priorities.

     (a) If the Notes  shall  have been  declared  to be due and  payable  under
Section  5.02  following  an  Event of  Default  and  such  declaration  and its
consequences shall not have been rescinded and annulled,  any money collected by
the Indenture  Trustee with respect to the Pledged  Assets or the Notes pursuant
to this Article or otherwise  and any money that may then be held or  thereafter
received by the  Indenture  Trustee  with  respect to the Pledged  Assets or the
Notes  (excluding  any  payments  made  under the  Policy),  shall be applied as
follows, notwithstanding the provisions of Section 9.04(a) to the contrary:

          (i)  first,  to pay any  unpaid  Monthly  Servicing  Fee,  any  unpaid
     Successor  Servicing  Fee,  any  unpaid  Transition  Costs and  Outstanding
     Advances to the Servicer;

          (ii)  second,  to pay any  accrued  and unpaid  fees of the  Indenture
     Trustee and the Owner Trustee without preference or priority of any kind;

          (iii) third, to pay Monthly Interest on each Class of Class A Notes on
     a pro rata basis based on the interest accrued (including  interest accrued
     on past due interest) on each Class of Class A Notes;

          (iv) fourth, to pay principal on each Class of Class A Notes, on a pro
     rata basis based on the Note Balance of each Class of Class A Notes,  until
     the Note Balance of each Class of Class A Notes is reduced to zero;

          (v) fifth,  to pay Monthly  Interest  on the Class B Notes  (including
     interest accrued on past due interest);

          (vi) sixth,  to pay  principal  on the Class B Notes until the Class B
     Note Balance is reduced to zero;

          (vii) seventh,  to pay the aggregate amount of all unreimbursed  draws
     made on the  Policy  in  respect  of the  Monthly  Servicing  Fee,  Monthly
     Interest and Monthly  Principal,  plus accrued interest thereon at the rate
     provided in the Insurance Agreement;

          (viii)  eighth,  to pay any other  amounts  owing under the  Insurance
     Agreement, including, without limitation, any Insurer Defense Costs; and

          (ix) ninth,  to the Spread  Account to be applied in  accordance  with
     Section 10.02 hereof and in accordance with the Trust Agreement.

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

     SECTION 5.07. Limitation of Suits.

     (a) 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  shall have  previously  given  written  notice to the
     Indenture Trustee of a continuing Event of Default;

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

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

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

          (v) no direction  inconsistent  with such written  request  shall have
     been  given to the  Indenture  Trustee  during  such  60-day  period by the
     Holders of a majority of the Note Balances; and

          (vi) an Insurer Default shall have occurred and be continuing,  or the
     Policy shall have terminated in accordance with its terms.

It is  understood  and intended that no one or more  Noteholders  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
Noteholders  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.

     (b) In the  event  the  Indenture  Trustee  shall  receive  conflicting  or
inconsistent requests and indemnity from two or more groups of Noteholders, each
representing  less  than a  majority  of the Note  Balances  of the  Notes,  the
Indenture  Trustee in its sole  discretion may determine  which action,  if any,
shall be taken,  notwithstanding  any other provisions of this Indenture and any
such action shall be binding on all parties.

     SECTION 5.08.  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
payments of Monthly Interest and Monthly  Principal 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 5.09. Restoration of Rights and Remedies. If the Indenture Trustee,
the Insurer or any  Noteholder  shall have  instituted any Proceeding to enforce
any right or remedy under this  Indenture  and such  Proceeding  shall have been
discontinued or abandoned for any reason or shall have been determined adversely
to the Indenture Trustee,  the Insurer or to such Noteholder,  then and in every
such case the Issuer,  the Indenture  Trustee,  the Insurer and the  Noteholders
shall,  subject to any determination in such Proceeding,  be restored  severally
and respectively to their former positions hereunder,  and thereafter all rights
and remedies of the  Indenture  Trustee and the  Noteholders  shall  continue as
though no such Proceeding had been instituted.

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

     SECTION 5.11.  Delay or Omission Not a Waiver.  No delay or omission of the
Indenture  Trustee,  the Insurer or any Holder of any Note to exercise any right
or remedy  accruing  upon any Default or Event of Default  shall impair any such
right or remedy or  constitute  a waiver of any such Default or Event of Default
or an acquiescence therein. Every right and remedy given by this Article Five or
by law to the  Indenture  Trustee,  the  Insurer  or to the  Noteholders  may be
exercised  from time to time,  and as often as may be deemed  expedient,  by the
Indenture Trustee, the Insurer or by the Noteholders, as the case may be.

     SECTION  5.12.  Control by  Noteholders.  The  Insurer,  or if any  Insurer
Default shall have occurred and be continuing,  the Holders of a majority of the
Note  Balances  shall  have the right to direct  the time,  method  and place of
conducting any Proceeding for any remedy available to the Indenture Trustee with
respect to the Notes or exercising any trust or power conferred on the Indenture
Trustee; provided that:

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

          (ii) any direction to the  Indenture  Trustee to sell or liquidate the
     Pledged Assets shall be subject to the terms of Section 5.04; and

          (iii) the Indenture Trustee may take any other action deemed proper by
     the Indenture Trustee that is not inconsistent with such direction.

Notwithstanding the rights of Noteholders set forth in this Section,  subject to
Section 6.01, the Indenture Trustee need not take any action that it determines,
in its sole  discretion,  might  involve  it in  liability  or might  materially
adversely affect the rights of any Noteholders not consenting to such action.

     SECTION 5.13. Waiver of Past Defaults.

     (a) Prior to the  declaration  of the  acceleration  of the maturity of the
Notes as provided in Section 5.02,  the Insurer or, if an Insurer  Default shall
have occurred and be continuing,  the Noteholders  representing  not less than a
majority of the Note  Balances,  may waive any past  Default or Event of Default
and/or its  consequences  except a Default (a) in the payment of principal of or
interest on any of the Notes or (b) in respect of a covenant or provision hereof
that  cannot be  modified  or amended  without the consent of the Holder of each
Note, as applicable.  In the case of any such waiver,  the Issuer, the Indenture
Trustee,  the Insurer  and the  Noteholders  shall be  restored to their  former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Default or impair any right consequent thereto.

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

     SECTION 5.14.  Undertaking for Costs.  All parties to this Indenture agree,
and each Holder of any Note by such Holder's  acceptance thereof shall be deemed
to have agreed,  that any court may in its discretion  require,  in any suit for
the  enforcement  of any right or remedy  under this  Indenture,  or in any suit
against the Indenture Trustee for any action taken, suffered or omitted by it as
Indenture  Trustee,  the  filing  by any  party  litigant  in  such  suit  of an
undertaking  to pay the  costs  of such  suit  and that  such  court  may in its
discretion  assess  reasonable  costs,  including  attorneys' fees and expenses,
against  any party  litigant  in such  suit,  in the  manner  and to the  extent
provided by the Trust  Indenture  Act; but the  provisions of this Section shall
not apply to (i) any suit  instituted  by the Indenture  Trustee,  (ii) any suit
instituted by any Noteholder,  or group of Noteholders,  in each case holding in
the aggregate more than 10% of the Note Balances or (iii) 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 or any valuation or appraisement 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 Indenture  Trustee,  but will suffer and permit the
execution of every such power as though no such law had been enacted.

     SECTION 5.16.  Action on Notes.  The Indenture  Trustee's right to seek and
recover  judgment on the Notes or under this Indenture  shall not be affected by
the seeking,  obtaining or application of any other relief under or with respect
to this Indenture. Neither the lien of this Indenture nor any rights or remedies
of the Indenture Trustee or the Noteholders shall be impaired by the recovery of
any judgment by the Indenture  Trustee  against the Issuer or by the levy of any
execution under such judgment upon any portion of the Pledged Assets or upon any
of the assets of the Issuer.  Any money or property  collected by the  Indenture
Trustee shall be applied in accordance with Section 5.06.

     SECTION 5.17. Performance and Enforcement of Certain Obligations.

     (a) Promptly following a request from the Controlling Party to do so and at
the Administrator's expense, the Issuer shall take all such lawful action as the
Controlling Party may request to compel or secure the performance and observance
by the Seller and the Servicer as  applicable,  of each of their  obligations to
the Issuer under or in connection  with the Trust  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
Trust  Agreement  to the extent and in the manner  directed  by the  Controlling
Party,  including  the  transmission  of  notices  of default on the part of the
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 Trust Agreement.

     (b) If the Indenture  Trustee is the  Controlling  Party and if an Event of
Default shall have occurred and be continuing, the Indenture Trustee may, and at
the  direction  (which  direction  shall be given in writing  and may  include a
facsimile)  of the Holders of 66 2/3% of the Note Balances  shall,  exercise all
rights, remedies, powers, privileges and claims of the Issuer against the Seller
or the Servicer under or in connection with the Trust  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 Trust  Agreement,  and any right of the Issuer to
take such action shall be suspended.


                                   ARTICLE VI

                             THE INDENTURE TRUSTEE

     SECTION 6.01. Duties of Indenture Trustee.

     (a) If an Event of  Default  shall have  occurred  and be  continuing,  the
Indenture  Trustee  shall  exercise  the rights and powers  vested in it by this
Indenture  and with the same  degree  of care  and  skill in its  exercise  as a
prudent person would exercise or use under the  circumstances  in the conduct of
such person's own affairs;  provided,  however,  that if the  Indenture  Trustee
shall  assume the  duties of the  Servicer  pursuant  to  Section  3.07(e),  the
Indenture  Trustee in  performing  such duties  shall use the degree of care and
skill customarily exercised by a prudent institutional  servicer with respect to
automobile  retail  installment  sales  contracts that it services for itself or
others.

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

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

          (ii) in the absence of bad faith on its part,  the  Indenture  Trustee
     may  conclusively  rely,  as  to  the  truth  of  the  statements  and  the
     correctness  of  the  opinions  expressed  therein,  upon  certificates  or
     opinions   furnished  to  the  Indenture  Trustee  and  conforming  to  the
     requirements  of this  Indenture;  however,  the  Indenture  Trustee  shall
     examine the  certificates  and  opinions to  determine  whether or not they
     conform to the requirements of this Indenture and the other Basic Documents
     to which the  Indenture  Trustee is a party;  provided,  however,  that the
     Indenture  Trustee shall not be responsible  for the accuracy or content of
     any of the aforementioned documents and the Indenture Trustee shall have no
     obligation to verify,  re-compute or recalculate any numerical  information
     provided to it pursuant to the Basic Documents.

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

          (i) this paragraph does not limit the effect of Section 6.01(b);

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

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

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

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

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

     (g) No provision of this Indenture  shall require the Indenture  Trustee to
expend or risk its own  funds or  otherwise  incur  financial  liability  in the
performance  of any of its duties  hereunder  or in the  exercise  of any of its
rights or powers, if it shall have reasonable grounds to believe that repayments
of such  funds or  adequate  indemnity  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  Indenture  Trustee  shall be
subject to the provisions of this Section and to the provisions of the TIA.

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

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

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

     (l) The Indenture Trustee shall not be required to take notice or be deemed
to have  notice  or  knowledge  of any  Default  or  Event of  Default  unless a
Responsible  Officer of the Indenture Trustee shall have received written notice
thereof.  In the absence of receipt of such notice,  the  Indenture  Trustee may
conclusively assume that there is no Default or Event of Default.

     (m)  Subject  to the other  provisions  of this  Indenture,  the  Indenture
Trustee shall have no duty (i) to see to any recording, filing, or depositing of
this  Indenture  or any  agreement  referred  to  herein  or any  UCC  financing
statement or continuation statement evidencing a security interest, or to see to
the  maintenance  of any  such  recording  or  filing  or  depositing  or to any
rerecording,  refiling  or  redepositing  of  any  thereof,  (ii)  to see to any
insurance,  (iii) 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 Pledged Assets, or (iv)
to confirm or verify the  contents of any reports or  certificates  delivered to
the  Indenture  Trustee  pursuant to this  Indenture  believed by the  Indenture
Trustee to be genuine and to have been signed or  presented  by the proper party
or parties.

     (n) Anything in this Indenture to the contrary notwithstanding, in no event
shall the  Indenture  Trustee be liable for special,  indirect or  consequential
loss or  damage  of any  kind  whatsoever  (including  but not  limited  to lost
profits),  even if the Indenture  Trustee has been advised of the  likelihood of
such loss or damage, regardless of the form of action.

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

     (p) The Indenture Trustee shall  acknowledge and accept the  Administration
Agreement on behalf of the Secured Parties.

     SECTION 6.02. Rights of Indenture Trustee.

     (a) Except as otherwise  provided in the second  succeeding  sentence,  the
Indenture Trustee may conclusively rely and shall be protected in acting upon or
refraining from acting upon any resolution,  certificate, statement, instrument,
opinion,  report,  notice,  request,  consent,  order, note, direction,  demand,
election  or other  paper or  document  believed by it to be genuine and to have
been signed or presented by the proper  person.  The Indenture  Trustee need not
investigate  any fact or matter  stated  in the  document.  Notwithstanding  the
foregoing, the Indenture Trustee, subject to Section 6.01(b)(ii) upon receipt of
all resolutions,  certificates, statements, opinions, reports, documents, orders
or  other  instruments   furnished  to  the  Indenture  Trustee  that  shall  be
specifically  required  to be  furnished  pursuant  to  any  provision  of  this
Indenture, shall examine them to determine whether they comply as to form to the
requirements of this Indenture.

     (b) Before the  Indenture  Trustee  acts or refrains  from  acting,  it may
require an Officer's Certificate (with respect to factual matters) or an Opinion
of Counsel,  as  applicable.  The Indenture  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.

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

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

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

     (f) The  Indenture  Trustee shall be under no obligation to exercise any of
the trusts or powers vested in it by this Indenture or to institute,  conduct or
defend any litigation  hereunder or in relation hereto at the request,  order or
direction  of  any of the  Noteholders,  pursuant  to  the  provisions  of  this
Indenture,  unless such Noteholders  shall have offered to the Indenture Trustee
security or indemnity reasonably  satisfactory to it against the costs, expenses
and liabilities which may be incurred therein or thereby.

     (g) The Indenture Trustee shall not be bound to make any investigation into
the  facts  or  matters  stated  in  any  resolution,   certificate,  statement,
instrument,  opinion, report, notice, request, consent, order, approval, bond or
other paper or document,  unless  requested in writing to do so by a majority of
Noteholders;  provided, however, that if the payment within a reasonable time to
the  Indenture  Trustee  of the  costs,  expenses  or  liabilities  likely to be
incurred  by it in the making of such  investigation  is, in the  opinion of the
Indenture  Trustee,  not  reasonably  assured  to the  Indenture  Trustee by the
security  afforded to it by the terms of this Indenture,  the Indenture  Trustee
may require indemnity  reasonably  satisfactory to it against such cost, expense
or liability as a condition to taking any such action.

     (h) The right of the  Indenture  Trustee to perform any  discretionary  act
enumerated in this Indenture shall not be construed as a duty, and the Indenture
Trustee  shall  not  be  answerable  for  other  than  its  willful  misconduct,
negligence or bad faith in the performance of such act.

     SECTION 6.03. Individual Rights of Indenture Trustee. The Indenture Trustee
in its individual or any other capacity may become the owner or pledgee of Notes
and may otherwise deal with the Issuer or its Affiliates with the same rights it
would have if it were not Indenture  Trustee.  Any Paying Agent, Note Registrar,
co-registrar or co-paying agent may do the same with like rights.  However,  the
Indenture Trustee is required to comply with Sections 6.11 and 6.12.

     SECTION 6.04. Indenture Trustee's  Disclaimer.  The Indenture Trustee shall
not be  responsible  for and  makes  no  representation  as to the  validity  or
adequacy of this  Indenture,  the Pledged  Assets 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 Indenture Trustee's certificate of authentication.

     SECTION 6.05.  Notice of Defaults.  If a Default shall have occurred and be
continuing and a Responsible  Officer of the Indenture Trustee shall have actual
knowledge or shall have received written notice thereof,  the Indenture  Trustee
shall mail to each  Noteholder  and the Insurer  notice of the Default within 90
days after it shall have occurred. Except in the case of a Default in payment of
principal  of or  interest  on any  Note  (including  payments  pursuant  to the
redemption of Notes),  the  Indenture  Trustee may withhold the notice if and so
long  as  one  of  its  Responsible  Officers  in  good  faith  determines  that
withholding the notice is in the interests of Noteholders.

     SECTION  6.06.  Reports by  Indenture  Trustee to  Holders.  The  Indenture
Trustee shall deliver to each  Noteholder  such  information  as it  customarily
provides to enable  such  Holder to prepare  its  federal  and state  income tax
returns.

     SECTION 6.07. Compensation and Indemnity.

     (a) The Issuer  shall cause the  Servicer to pay to the  Indenture  Trustee
from  time to time  reasonable  compensation  for its  services.  The  Indenture
Trustee's  compensation  shall not be  limited by any law on  compensation  of a
trustee of an express  trust.  The Issuer  shall cause the Servicer to reimburse
the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by it,  including costs of collection,  in addition to the  compensation for its
services.  Such expenses shall include the reasonable  compensation and expenses
and  disbursements  and advances of the  Indenture  Trustee's  agents,  counsel,
accountants and experts.  The Issuer shall, or shall cause the Administrator to,
indemnify the Indenture  Trustee against any and all loss,  liability or expense
(including  attorneys' fees and expenses)  incurred by it in connection with the
administration  of this trust and the performance of its duties  hereunder.  The
Indenture Trustee shall notify the Issuer and the Administrator  promptly of any
claim for which it may seek  indemnity.  Failure by the Indenture  Trustee to so
notify the  Issuer and the  Administrator  shall not  relieve  the Issuer or the
Administrator of its obligations hereunder. The Issuer shall, or shall cause the
Administrator  to,  defend any such claim,  and the  Indenture  Trustee may have
separate counsel and the Issuer shall, or shall cause the  Administrator to, pay
the fees and expenses of such counsel.  Neither the Issuer nor the Administrator
need reimburse any expense or indemnify  against any loss,  liability or expense
incurred by the Indenture  Trustee  through the Indenture  Trustee's own willful
misconduct, negligence or bad faith.

     (b) The Issuer's  obligations  to the  Indenture  Trustee  pursuant to this
Section shall survive the  resignation  or removal of the Indenture  Trustee and
the discharge of this  Indenture.  When the Indenture  Trustee  incurs  expenses
after the  occurrence  of a Default  specified  in  Section  5.01(e) or (f) with
respect to the Issuer,  the  expenses  are  intended to  constitute  expenses of
administration  under Title 11 of the United States Code or any other applicable
federal or state bankruptcy, insolvency or similar law.

     SECTION 6.08. Replacement of Indenture Trustee.

     (a) The  Indenture  Trustee  may  resign  at any time by so  notifying  the
Issuer, the Servicer and the Insurer.  The Issuer,  may, with the consent of the
Insurer, and, unless an Insurer Default shall have occurred and be continuing or
if the Policy shall have terminated in accordance with its terms, at the request
of the Insurer shall, remove the Indenture Trustee if:

          (i) the  Indenture  Trustee  shall have failed to comply with  Section
     6.11;

          (ii) a court  having  jurisdiction  in the  premises in respect of the
     Indenture  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  granting  relief or appointing a
     receiver,   liquidator,    assignee,   custodian,   trustee,   conservator,
     sequestrator  or  similar  official  for the  Indenture  Trustee or for any
     substantial  part of the  Indenture  Trustee's  property,  or ordering  the
     winding-up or liquidation of the Indenture Trustee's affairs,  provided any
     such  decree or order  shall have  continued  unstayed  and in effect for a
     period of 30 consecutive days;

          (iii) the  Indenture  Trustee  shall have  commenced a voluntary  case
     under any federal or state banking or bankruptcy  laws, as now or hereafter
     constituted,   or  any  other  applicable   federal  or  state  bankruptcy,
     insolvency or other similar law, or shall have consented to the appointment
     of or taking  possession by a receiver,  liquidator,  assignee,  custodian,
     trustee,  conservator,  sequestrator  or  other  similar  official  for the
     Indenture  Trustee or for any substantial  part of the Indenture  Trustee's
     property, or shall have made any assignment for the benefit of creditors or
     shall have failed  generally  to pay its debts as such debts  become due or
     shall  have  taken  any  corporate  action  in  furtherance  of  any of the
     foregoing; or

          (iv) the Indenture  Trustee  otherwise shall have become  incapable of
     acting.

     (b) If the Indenture  Trustee  resigns or is removed or if a vacancy exists
in the office of Indenture Trustee for any reason (the Indenture Trustee in such
event being referred to herein as the retiring  Indenture  Trustee),  the Issuer
shall promptly appoint a successor Indenture Trustee acceptable to the Insurer.

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

     (d) If a successor  Indenture Trustee shall not have taken office within 30
days after the retiring  Indenture  Trustee resigns or is removed,  the retiring
Indenture  Trustee,  the Issuer or the Holders of a majority of the  Outstanding
Note Balances may, at the expense of the Issuer, petition any court of competent
jurisdiction for the appointment of a successor Indenture Trustee.

     (e) If the Indenture Trustee shall have failed to comply with Section 6.11,
any Noteholder may petition any court of competent  jurisdiction for the removal
of the Indenture Trustee and the appointment of a successor Indenture Trustee.

     (f) Any resignation or removal of the Indenture  Trustee and appointment of
a successor  Indenture  Trustee pursuant to the provisions of this Section shall
not become effective until acceptance of appointment by the successor  Indenture
Trustee  pursuant to this Section and payment of all fees and  expenses  owed to
the outgoing Indenture Trustee. Notwithstanding the replacement of the Indenture
Trustee  pursuant to this  Section,  the  retiring  Indenture  Trustee  shall be
entitled to payment or  reimbursement of such amounts as such Person is entitled
pursuant to Section 6.07.

     SECTION 6.09. Successor Indenture Trustee by Merger.

     (a) If the Indenture Trustee consolidates with, merges or converts into, or
transfers all or substantially all of its corporate trust business or assets to,
another  corporation  or  banking  association,  the  resulting,   surviving  or
transferee  corporation without any further act shall be the successor Indenture
Trustee;  provided,  that  such  corporation  or  banking  association  shall be
otherwise qualified and eligible under Section 6.11. The Indenture Trustee shall
provide  the  Insurer  and  each  Rating   Agency  prompt  notice  of  any  such
transaction.

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

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

     (a) Notwithstanding any other provision of this Indenture, at any time, for
the purpose of meeting any legal  requirement of any  jurisdiction  in which any
part of the Pledged  Assets may at the time be located,  the  Indenture  Trustee
shall have the power to and may execute and deliver all  instruments  to appoint
one or more  Persons to act as a  co-trustee  or  co-trustees,  jointly with the
Indenture Trustee, or separate trustee or separate trustees,  of all or any part
of the Trust,  and to vest in such Person or Persons,  in such  capacity and for
the benefit of the  Noteholders,  such title to the Pledged Assets,  or any part
hereof,  and,  subject to the other  provisions  of this  Section,  such powers,
duties,  obligations,  rights and trusts as the  Indenture  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 Indenture 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 6.08.

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

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

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

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

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

     SECTION 6.11. Eligibility. The Indenture Trustee shall at all times satisfy
the requirements of TIA Section 310(a). The Indenture Trustee hereunder shall at
all times be a financial institution organized and doing business under the laws
of the United  States of America  or any  state,  authorized  under such laws to
exercise  corporate  trust powers,  whose long term  unsecured  debt is rated at
least Baa3 by Moody's and shall have a combined  capital and surplus of at least
$50,000,000 or shall be a member of a bank holding system the aggregate combined
capital  and  surplus of which is  $50,000,000  and  subject to  supervision  or
examination by federal or state authority, provided that the Indenture Trustee's
separate  capital and surplus shall at all times be at least the amount required
by Section  310(a)(2) of the TIA. If such Person publishes  reports of condition
at least  annually,  pursuant to law or to the  requirements of a supervising or
examining  authority,  then for the purposes of this Section 6.11,  the combined
capital and surplus of such Person  shall be deemed to be its  combined  capital
and surplus as set forth in its most recent report of condition so published. In
case at any time the Indenture  Trustee shall cease to be eligible in accordance
with the  provisions  of this Section 6.11,  the Indenture  Trustee shall resign
immediately  in the manner and with the effect  specified in Section  6.08.  The
Indenture Trustee shall comply with TIA Section 310(b); provided,  however, that
there  shall be  excluded  from  the  operation  of TIA  Section  310(b)(1)  any
indenture  or  indentures  under  which  other  securities  of  the  Issuer  are
outstanding  if the  requirements  for such  exclusion set forth in TIA Sections
310(b)(1) are met.

     SECTION  6.12.  Preferential  Collection  of  Claims  Against  Issuer.  The
Indenture  Trustee shall comply with TIA Section 311(a),  excluding any creditor
relationship listed in TIA Section 311(b). An Indenture Trustee who has resigned
or been removed shall be subject to Section 311(a) to the extent indicated.

     SECTION 6.13.  Representations  and  Warranties of Indenture  Trustee.  The
Indenture Trustee hereby makes the following  representations  and warranties on
which the Issuer and Noteholders shall rely:

     (a) the Indenture Trustee is a corporation duly organized, validly existing
and in good standing under the laws of its place of incorporation;

     (b) the  Indenture  Trustee  has full power,  authority  and legal right to
execute,  deliver, and perform this Indenture and has taken all necessary action
to authorize the execution,  delivery and  performance by it of this  Indenture;
and

     (c) this  Indenture  has been duly  executed and delivered by the Indenture
Trustee and constitutes the legal, valid, and binding agreement of the Indenture
Trustee, enforceable in accordance with its terms, except as such enforceability
may be  limited  by (i)  bankruptcy,  insolvency,  liquidation,  reorganization,
moratorium,   conservatorship,   receivership  or  other  similar  laws  now  or
hereinafter  in effect  relating  to the  enforcement  of  creditors'  rights in
general,  as  such  laws  apply  in  the  event  of  a  bankruptcy,  insolvency,
liquidation,  reorganization,   moratorium,  conservatorship,   receivership  or
similar occurrence  affecting the Indenture Trustee, and (ii) general principles
of  equity  (regardless  of  whether  such  enforceability  is  considered  in a
proceeding  in equity or at law) as well as  concepts  of  reasonableness,  good
faith and fair dealing.

                                   ARTICLE VII

                         NOTEHOLDERS' LISTS AND REPORTS

     SECTION 7.01.  Issuer to Furnish Names and  Addresses of  Noteholders.  The
Issuer will  furnish or cause to be furnished  to the  Indenture  Trustee or the
Servicer  (i) not more than five days after the  earlier of (1) each Record Date
and (2) three months  after the last Record  Date,  a list,  in such form as the
Indenture  Trustee may  reasonably  require,  of the names and  addresses of the
Noteholders as of such Record Date and (ii) at such other times as the Indenture
Trustee may request in  writing,  within 15 days after  receipt by the Issuer of
any such request,  a list of similar form and content as of a date not more than
ten days prior to the time such list is furnished;  provided,  however,  that so
long as the  Indenture  Trustee  is the Note  Registrar,  no such list  shall be
required to be furnished to the Indenture Trustee,  but shall be provided by the
Note Registrar to the Servicer,  upon request,  as provided above. The Indenture
Trustee or, if the Indenture Trustee is not the Note Registrar, the Issuer shall
furnish to the Insurer in writing at such times as the  Insurer  may  reasonably
request a copy of the list.

     SECTION 7.02. Preservation of Information; Communications to Noteholders.

     (a) The  Indenture  Trustee  shall  preserve,  in as  current  a form as is
reasonably practicable,  the names and addresses of the Noteholders contained in
the most recent list  furnished to the Indenture  Trustee as provided in Section
7.01 and the  names and  addresses  of  Noteholders  received  by the  Indenture
Trustee in its capacity as Note Registrar. The Indenture Trustee may destroy any
list furnished to it as provided in such Section 7.01 upon receipt of a new list
so furnished.

     (b) Noteholders  may communicate  pursuant to TIA Section 312(b) with other
Noteholders  with  respect to their  rights  under this  Indenture  or under the
Notes.

     (c) The Issuer, the Indenture Trustee and the Note Registrar shall have the
protection   of  TIA  Section   312(c).

     SECTION 7.03. Reports by Issuer.

     (a) The Issuer shall:

          (i) file with the Indenture  Trustee,  within 15 days after the Issuer
     is  required  to file the same with the  Commission,  copies of the  annual
     reports and of the  information,  documents and other reports (or copies of
     such  portions of any of the foregoing as the  Commission  may from time to
     time by rules and regulations  prescribe)  which the Issuer may be required
     to file with the Commission pursuant to Section 13 or 15(d) of the Exchange
     Act;

          (ii) file with the Indenture  Trustee and the Commission in accordance
     with rules and  regulations  prescribed from time to time by the Commission
     such  additional  information,   documents  and  reports  with  respect  to
     compliance  by the  Issuer  with  the  conditions  and  covenants  of  this
     Indenture  as may  be  required  from  time  to  time  by  such  rules  and
     regulations; and

          (iii) supply to the Indenture Trustee (and the Indenture Trustee shall
     transmit by mail to all  Noteholders  described in TIA Section 313(c)) such
     summaries of any information, documents and reports required to be filed by
     the Issuer  pursuant to clauses (i) and (ii) of this Section 7.03(a) as may
     be required by rules and  regulations  prescribed  from time to time by the
     Commission.

     (b) Unless the Issuer otherwise  determines,  the fiscal year of the Issuer
shall end on June 30 of each year.

     (c) Subject to Section  6.01,  delivery of such  reports,  information  and
documents to the Indenture  Trustee is for  informational  purposes only and the
Indenture Trustee's receipt of such shall not constitute  constructive notice of
any information  contained  therein or determinable  from information  contained
therein,  including the Issuer's  compliance with any of its covenants hereunder
(as to which the Indenture  Trustee is entitled to conclusively rely exclusively
on Officer's Certificates).

     SECTION 7.04. Reports by Indenture  Trustee.  To the extent that any of the
events  described  in TIA Section  313(a)  shall have  occurred,  the  Indenture
Trustee  shall,  within 60 days after each December 15 beginning  with the first
December  which is greater than three  months from the date hereof,  mail to the
Issuer,  the Insurer  and each  Noteholder  as required by TIA Section  313(c) a
brief report dated as of such date that  complies with TIA Section  313(a).  The
Indenture Trustee also shall comply with TIA Section 313(b).

                                  ARTICLE VIII

                              INTENTIONALLY BLANK


                                   ARTICLE IX

                  DISTRIBUTIONS; STATEMENTS TO THE NOTEHOLDERS

     SECTION  9.01.  Collection  Account.  The Issuer  shall cause the Seller to
establish the Collection  Account with the Indenture Trustee or another Eligible
Bank as a segregated trust account in the name of the Indenture  Trustee for the
benefit of the Secured Parties.  The amounts in the Collection  Account shall be
invested  upon  receipt  of  written  direction  from  the  Seller  in  Eligible
Investments  specified in such direction that mature not later than the Business
Day prior to the next  succeeding  Payment  Date and such  Eligible  Investments
shall be held to maturity.  The Indenture  Trustee (or its custodian)  shall (i)
maintain  possession of any  negotiable  instruments  or  securities  evidencing
Eligible  Investments  until the time of sale or maturity and each  certificated
security or negotiable  instrument  evidencing an Eligible  Investment  shall be
endorsed in blank or to the  Indenture  Trustee or registered in the name of the
Indenture  Trustee  and (ii) cause any  Eligible  Investment  represented  by an
uncertificated security to be registered in the name of the Indenture Trustee.

     SECTION  9.02.   Collections.   The  Indenture  Trustee  shall  review  the
Servicer's Certificate prepared by the Servicer immediately upon receipt thereof
pursuant to Section 8.09 of the Trust Agreement.

     For any Payment Date on which there will not be sufficient  Available Funds
to make the  distributions  required  pursuant  to Sections  9.04(a)(i)  through
(vii),  the Indenture  Trustee shall withdraw or direct the Servicer to withdraw
from the Spread Account, to the extent of the Available Spread Amount, an amount
equal to such  deficiency  and promptly  deposit  such amount in the  Collection
Account;  or, if the Notes shall have been  declared to be due and payable under
Section 5.02 following an Event of Default,  for any Payment Date on which there
will  not be  sufficient  Available  Funds to make  the  distributions  required
pursuant to Sections  5.06(a)(i)  through (vii), but excluding any distributions
required by Section  5.06(a)(ii) and Sections  5.06(a) (iv) or (vi) in an amount
in excess of the amount,  if any, required to reduce the aggregate Note Balances
as of the prior Payment Date (after giving  effect to any  distributions  on the
prior  Payment  Date) to the Pool  Balance at the end of the related  Collection
Period,  the Indenture Trustee shall withdraw or direct the Servicer to withdraw
from the Spread Account, to the extent of the Available Spread Amount, an amount
equal to such  deficiency  and promptly  deposit  such amount in the  Collection
Account. In either case, if such deficiency exceeds the Available Spread Amount,
the  Indenture  Trustee  shall  notify the  Insurer of the amount of such excess
deficiency.  To the extent the Insurer is required  pursuant to the terms of the
Policy to pay the amount of such excess deficiency of the Monthly Servicing Fee,
Monthly  Interest and Monthly  Principal,  the Indenture  Trustee shall promptly
(and in any event not later than 1:00 p.m.,  New York City time, on the Business
Day  preceding  the Payment Date) deliver a Notice for Payment as defined in the
Policy (appropriately completed) to the Fiscal Agent with respect to the Policy.

     The Indenture  Trustee  shall,  immediately  upon  receipt,  deposit in the
Collection  Account any funds  received by the  Indenture  Trustee in respect of
funds drawn under the Policy from the Insurer.

     SECTION  9.03.  Purchase  Amounts.  Pursuant  to the Trust  Agreement,  the
Servicer and the Seller have agreed to remit to the Collection Account not later
than the Determination  Date, the aggregate  Purchase Amount for such Collection
Period pursuant to Sections 7.02 and 8.07 of the Trust Agreement. Not later than
11:00 a.m. (New York City time) on the related  Payment Date the Servicer  shall
remit to the Collection  Account the aggregate  Optional  Disposition  Price for
Receivables  on such  Payment  Date  pursuant  to  Section  16.02  of the  Trust
Agreement.

     SECTION 9.04. Distributions to Parties.

     (a) On each Payment  Date (unless the Notes shall have been  declared to be
due and payable under Section 5.02 following an Event of Default), the Indenture
Trustee shall apply or cause to be applied the Available Funds in the Collection
Account for the prior  Collection  Period (plus any amounts  withdrawn  from the
Pre-Funding  Account or the Spread  Account,  or drawn on the Policy pursuant to
Section 9.02), to make the following payments in the listed order of priority:

          (i) Without duplication, an amount equal to the sum of (y) Outstanding
     Advances on all Receivables  that became Defaulted  Receivables  during the
     prior Collection Period,  plus (z) Outstanding  Advances which the Servicer
     determines  to be  unrecoverable  pursuant  to  Section  9.05 of the  Trust
     Agreement, to the Servicer;

          (ii) To the extent not  previously  distributed  to the Servicer,  the
     Monthly  Servicing  Fee,  any  unpaid  Transition  Costs and the  Successor
     Servicing Fee, if any, including any such overdue Monthly Servicing Fee and
     overdue Successor Servicing Fee, if any, to the Servicer;

          (iii) Class A Monthly Interest  (including any overdue amounts) to the
     Class A Noteholders;

          (iv) Class B Monthly  Interest  (including any overdue amounts) to the
     Class B  Noteholders,  except  that such  payment  will be  subordinate  to
     Monthly  Principal  payable to Class A Noteholders  under clause (v) to the
     extent of  principal  in  respect of a Final  Maturity  Date for a Class of
     Class A Notes on any Payment Date on which the amount of  Available  Funds,
     plus funds  withdrawn  from the Spread  Account or drawn on the Policy will
     not be  sufficient  to fully pay the Note  Balance of such Class of Class A
     Notes.

          (v) Monthly  Principal  (including any overdue amounts) to the Class A
     Noteholders, in accordance with the Principal Payment Sequence;

          (vi) Monthly Principal  (including any overdue amounts) to the Class B
     Noteholders in accordance with the Principal Payment Sequence;

          (vii) The Insurance Premium,  including any overdue Insurance Premium,
     plus  accrued  interest  thereon  at the  rate  provided  in the  Insurance
     Agreement, to the Insurer;

          (viii) The amount of Recoveries  of Advances,  to the Servicer (to the
     extent not applied pursuant to (i) above on or prior to such Payment Date);

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

          (x) The balance for deposit in the Spread  Account.  The rights of the
     Certificateholder  to receive  distributions  from the Spread  Account  are
     described in Sections 10.02(e) and (f).

     (b)  (i) If on any Payment Date (other than a Payment  Date after the Notes
     shall have been declared to be due and payable under Section 5.02 following
     an Event of Default)  there are not sufficient  Available  Funds to pay the
     distributions  required  by Section  9.04(a)(iii)  through  (vi),  then the
     Available  Funds  (together with amounts  withdrawn from the Spread Account
     and/or  drawn  on  the  Policy,   as  applicable)   payable  under  Section
     9.04(a)(iii)  through (vi) shall be allocated  first to Class A Noteholders
     pari passu for the payment of Class A Monthly Interest, second to the Class
     B Noteholders in respect of Class B Monthly Interest,  third to the Class A
     Noteholders pari passu in respect of Class A Monthly Principal, and finally
     the Class B Noteholders in respect of Class B Monthly Principal. The amount
     of Monthly  Interest  allocated to Class A Noteholders  shall be based upon
     the amount of interest due each Class of Class A Noteholders and the amount
     of Monthly  Principal  allocated to each Class of Class A Noteholders shall
     be based upon the relative  Outstanding Note Balance of each Class of Class
     A Notes.

          (ii)  Notwithstanding  the  foregoing,  if on any  Payment  Date,  the
     Servicer  exercises  its  option to cause a  disposition  of the  remaining
     corpus of the Trust pursuant to Section 16.02 of the Trust  Agreement:  (a)
     the Available Funds and amounts  withdrawn from the Spread Account or drawn
     on the Policy in respect  only of Monthly  Interest  and Monthly  Principal
     payable  to the  Noteholders  with  respect  to the  immediately  preceding
     Payment Date as determined in accordance  with Sections 9.02 and 9.04 shall
     be distributed to the Noteholders on such Payment Date; (b) the Policy will
     not be  available  to pay any  shortfall  of  Monthly  Interest  or Monthly
     Principal  payable  to the  Noteholders  after  a  prepayment  of the  Note
     Balances  pursuant  to this  Section  9.04(b)(ii);  and  (c) any  remaining
     Pledged Assets (including all remaining  Available Spread Amounts) shall be
     paid to the  Noteholders on such Payment Date until the Note Balances shall
     have been reduced to zero.  Any amounts in excess thereof shall be remitted
     to the Certificateholder pursuant to the Trust Agreement.

          (iii) In making such payments the Indenture  Trustee shall be entitled
     to rely (without  investigation,  confirmation or  recalculation)  upon all
     information  and  calculations  contained  in  the  Servicer's  Certificate
     delivered to the  Indenture  Trustee  pursuant to Section 8.09 of the Trust
     Agreement.

          (iv)  All  monthly   payments  shall  be  made  by  wire  transfer  of
     immediately  available  funds to the  Noteholder of record on the preceding
     Record Date.  Notwithstanding the foregoing, the final payment on the Notes
     shall be made only against  presentation  and surrender of the Notes at the
     office or agency then  maintained  by the  Indenture  Trustee in accordance
     with Section 2.04 of this Indenture.

     (c) On each Payment  Date,  if the  Servicer has reported to the  Indenture
Trustee in the Servicer's  Certificate for any Collection Period that an Obligor
or an Obligor's  representative or successor  successfully shall have asserted a
claim or defense  under  bankruptcy  law or similar laws for the  protection  of
creditors  generally  (including the avoidance of a preferential  transfer under
bankruptcy  law)  that  results  in a  liability  to  such  Obligor  for  monies
previously  collected  and remitted to the  Indenture  Trustee and not otherwise
netted against collections pursuant to Section 9.02, the Indenture Trustee shall
make all  payments in respect of such  claims or defenses  out of the amounts on
deposit in the Collection  Account with respect to such Collection Period before
making the distributions required by paragraph (a) of this Section 9.04.

     (d) If the  Servicer has failed to provide the  Indenture  Trustee with the
notice  required  pursuant to Section 9.02, the Indenture  Trustee may calculate
Monthly  Interest  and  Monthly  Principal  and  apply  funds,  if  any,  in the
Collection  Account  as of the  last  day of the  Collection  Period,  to make a
distribution of Monthly Interest and Monthly Principal to the Noteholders.

     SECTION 9.05.  Servicer Advances . The Servicer is required to make certain
Advances pursuant to Section 9.05 of the Trust Agreement.  If the Servicer shall
determine that an Outstanding  Advance with respect to any Receivable  shall not
be  recoverable,  the  Servicer  shall be  entitled  to  reimbursement  from any
collections  made on other  Receivables  pursuant  to  Section  9.04(a)(i),  and
Outstanding   Advances  with  respect  to  such  Receivable   shall  be  reduced
accordingly.

     SECTION  9.06.  Net Deposits.  For so long as UAC is the Servicer,  UAC (in
whatever  capacity)  may make the  remittances  with respect to any Payment Date
pursuant to Section 9.02 above,  net of amounts to be  distributed  to itself or
its  delegee  under  Section  13.06 of the  Trust  Agreement  (also in  whatever
capacity)  pursuant to Section 9.04,  if it determines  pursuant to Section 9.02
that  there  is  no  deficiency  in  Available  Funds  for  such  Payment  Date.
Nonetheless,  the Servicer shall account for all of the above described  amounts
as if such amounts were deposited and distributed.

     SECTION 9.07. Intentionally Blank.

     SECTION 9.08. Intentionally Blank.

     SECTION 9.09.  Payahead Account.  The Servicer shall establish the Payahead
Account with the Indenture  Trustee or another  Eligible Bank in the name of the
Indenture  Trustee  on  behalf  of the  Obligors  and the  Noteholders  as their
interests may appear pursuant to Section 9.09 of the Trust Agreement. Investment
income or  interest  earned on the  Payahead  Account  shall be  remitted to the
Servicer at least  monthly,  or as  frequently  as the Servicer  may  reasonably
request.  On or prior to each Payment Date,  the Servicer  shall transfer or the
Indenture Trustee (as instructed in the Servicer's  Certificate)  shall transfer
(a)  from  the  Collection  Account  to the  Payahead  Account,  in  immediately
available funds, all Payaheads received by the Servicer and previously deposited
to the Collection  Account during the Collection  Period as described in Section
8.02(b)  of the  Trust  Agreement;  and (b) from  the  Payahead  Account  to the
Collection  Account,  in immediately  available  funds,  the aggregate amount of
previously  deposited  Payaheads to be applied to the related Scheduled Payments
on Precomputed  Receivables for the related Collection Period or prepayments for
the  related  Collection  Period,  pursuant  to  Section  8.02(b)  of the  Trust
Agreement, each in the amounts set forth in the Servicer's Certificate delivered
on the related  Determination  Date. A single, net transfer between the Payahead
Account and the  Collection  Account may be made.  Any amount  deposited  in any
Payahead  Account shall not constitute  Available  Funds under Section 9.02. Any
amount  deposited to the Collection  Account from a Payahead Account pursuant to
Section 9.09(b) shall be included in Available Funds under Section 9.02.

     SECTION 9.10.  Pre-Funding  Account. (a) On or before the Closing Date, the
Indenture Trustee shall establish and maintain a segregated trust account in the
corporate  trust  department  of an  Eligible  Bank  referred  to  herein as the
"Pre-Funding  Account".  Funds on deposit in the  Pre-Funding  Account  shall be
invested  in  Eligible  Investments  in the same  manner and subject to the same
limitation as the  investment  of funds in the  Collection  Account  pursuant to
Section 9.01,  including the  limitation  that Eligible  Investments  mature not
later than the Business Day prior to the next succeeding Payment Date; provided,
however,  that if the Seller  shall have given notice to the  Indenture  Trustee
designating the next Subsequent  Transfer Date such Eligible  Investments  shall
not be  required  to mature  until  the  Business  Day prior to such  Subsequent
Transfer Date.

     (b) On the Closing  Date,  the Seller will  deposit the Initial  Pre-Funded
Amount  in the  Pre-Funding  Account.  On each  Subsequent  Transfer  Date,  the
Servicer shall instruct the Indenture  Trustee to withdraw from the  Pre-Funding
Account an amount equal to the Principal  Balance of the Subsequent  Receivables
transferred to the Trust on such Subsequent Transfer Date and to distribute such
amount to or upon the order of the Seller upon  satisfaction  of the  conditions
set forth in the Trust Agreement with respect to such transfer.

     (c)(i) If the  Pre-Funded  Amount is greater  than  $100,000 on the Payment
Date on which the Funding Period ends (or, if the Funding Period does not end on
a Payment Date, on the first Payment  following the end of the Funding  Period),
after giving effect to any reductions in the Pre-Funding  Amount on such Payment
Date pursuant to paragraph (b) above,  the Servicer shall instruct the Indenture
Trustee to withdraw any remaining  amounts from the  Pre-Funding  Account and to
distribute  such amounts pro rata to the Noteholders of each Class of Notes then
outstanding.

     (ii) If the Pre-Funded Amount is reduced to $100,000 or less on any Payment
Date,  after giving effect to any  reductions in the  Pre-Funded  Amount on such
Payment Date pursuant to paragraph (b) above,  the Servicer  shall  instruct the
Indenture Trustee to withdraw any remaining amounts from the Pre-Funding Account
and to deposit  such  amounts to the  Collection  Account  for  distribution  as
principal of the Receivables to the Class of Notes entitled to receive principal
distributions on such Payment Date.

     SECTION 9.11. Release of Pledged Assets.

     (a)  Subject to the  payment of its fees and  expenses  pursuant to Section
6.07,  the Indenture  Trustee may, and when  required by the  provisions of this
Indenture shall,  execute  instruments to release property from the lien of this
Indenture,  or convey the Indenture  Trustee's interest in the same, in a manner
and under  circumstances  that are not inconsistent  with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article shall be bound to ascertain the Indenture  Trustee's
authority,  inquire into the satisfaction of any conditions  precedent or see to
the application of any monies.

     (b) The  Indenture  Trustee  shall,  at such  time as  there  are no  Notes
Outstanding and all sums due the Indenture  Trustee pursuant to Section 6.07 and
to the Insurer pursuant to the Insurance  Agreement have been paid,  release any
remaining  portion of the Pledged Assets that secured the Notes from the lien of
this  Indenture and release to the Issuer or any other Person  entitled  thereto
any funds then on deposit in the Collection Account, Spread Account and Payahead
Account.  The Indenture  Trustee  shall  release  property from the lien of this
Indenture  pursuant  to this  Section  9.11(b)  only upon  receipt  of an Issuer
Request accompanied by an Officer's  Certificate,  an Opinion of Counsel and (if
required by the TIA)  Independent  Certificates  in accordance with TIA Sections
314(c) and 314(d)(1) meeting the applicable requirements of Section 13.01.

     SECTION 9.12.  Opinion of Counsel.  The Indenture  Trustee shall receive at
least  seven  days'  notice  when  requested  by the  Issuer to take any  action
pursuant to Section 9.10(a),  accompanied by copies of any instruments involved,
and the Indenture Trustee shall also require,  as a condition to such action, an
Opinion of Counsel, in form and substance  satisfactory to the Indenture Trustee
(and not at the expense of the Indenture  Trustee),  stating the legal effect of
any such  action,  outlining  the steps  required  to  complete  the  same,  and
concluding that all conditions  precedent to the taking of such action have been
complied  with and such  action will not  materially  and  adversely  impair the
security for the Notes or the rights of the Noteholders in  contravention of the
provisions of this Indenture;  provided,  however,  that such Opinion of Counsel
shall not be  required to express an opinion as to the fair value of the Pledged
Assets.  Counsel  rendering  any such  opinion  may  rely,  without  independent
investigation,  on the  accuracy  and  validity  of  any  certificate  or  other
instrument  delivered  to the  Indenture  Trustee  in  connection  with any such
action.



                                    ARTICLE X

                               CREDIT ENHANCEMENT

     SECTION 10.01.  Subordination.  The payment of Monthly Principal to Class B
Noteholders shall be subordinated to the payment of Class A Monthly Interest and
Class A Monthly  Principal  on any  Payment  Date,  and the  payment  of Class B
Monthly  Interest  shall be  subordinated  to the  payment  of  Class A  Monthly
Interest and Class A Monthly  Principal (i) to the extent of principal owed on a
Final  Maturity  Date of a Class of Class A Notes or (ii) after the Notes  shall
have been declared to be due and payable  under Section 5.02  following an Event
of Default.

     SECTION 10.02. Spread Account.

     (a) On or prior to the Closing Date, the Indenture  Trustee shall establish
and maintain a segregated  trust  account with the  Indenture  Trustee or in the
corporate  trust  department of another  Eligible Bank referred to herein as the
"Spread  Account."  The Spread  Account  shall be  maintained in the name of the
Indenture  Trustee.  The Spread Account and any amounts on deposit therein shall
be part of the  Pledged  Assets  and  shall be for the  benefit  of the  Secured
Parties,  as their respective  interests may appear herein;  provided,  however,
that the interest of the Insurer  therein shall be subordinated to the interests
of the Noteholders as provided herein.  On the Closing Date, UAC  Securitization
Corporation  shall deposit the Initial Spread Account Amount and the Pre-Funding
Reserve Deposit Amount in the Spread Account.

     (b) Funds on deposit in the Spread  Account  shall be  invested in Eligible
Investments  in the  same  manner  and  subject  to the  same  requirements  and
limitations  as the investment of funds in the  Collection  Account  pursuant to
Section 9.01,  including the  limitation  that Eligible  Investments  mature not
later than the Business Day prior to the next succeeding Payment Date; provided,
however,  that no such limitation on the maturity of Eligible  Investments shall
apply if the Indenture  Trustee  obtains the benefit of a liquidity  facility or
similar  arrangement  from a  commercial  bank with an Approved  Rating or other
provider  approved in advance in writing by the  Insurer and the  Administrative
Agent, with respect to funds in the Spread Account (a "Spread Account Facility")
and  Standard & Poor's  and  Moody's  confirm in writing  that the rating of the
Notes will not be lowered or withdrawn as a result of  eliminating  or modifying
the limitation on the maturity of Eligible  Investments in respect of the Spread
Account. For purposes of determining the availability of funds or the balance in
the Spread Account for any reason under this Indenture,  investment  earnings on
such funds shall be deemed to be available or on deposit only to the extent that
the aggregate of such amounts, plus the funds on deposit in such Spread Account,
do not exceed the Required Spread Amount.

     (c)  (i) If on any Payment  Date (other than a Payment  Date after an Event
of Default shall have occurred and be continuing)  the amount of Available Funds
is  insufficient  to make the  distributions  required  by  Sections  9.04(a)(i)
through  (vii),  the Indenture  Trustee shall  withdraw or cause to be withdrawn
from the Spread  Account and deposited in the  Collection  Account the lesser of
(x) the entire  Available  Spread Amount and (y) the amount necessary to make up
such deficiency to pay any deficiency, as provided in Sections 9.02 and 9.04 and
the Policy.

          (ii)  Alternatively,  if on any Payment Date after an Event of Default
the amount of Available Funds is insufficient to make the distributions required
by Sections  5.06(a)(i) through (vii), but excluding any distributions  required
by Section  5.06(a)(ii),  the Indenture  Trustee  shall  withdraw or cause to be
withdrawn from the Spread  Account and deposited in the  Collection  Account the
lesser of (x) the entire Available Spread Amount and (y) the amount necessary to
make up such deficiency, as provided in Sections 5.06 and 9.02 and the Policy.

     (d) On each  Payment  Date,  all  distributions  made  pursuant to Sections
9.04(a)(x) or  5.06(a)(ix),  as  applicable,  shall be deposited into the Spread
Account.

     (e) If the amount on deposit in the Spread Account,  after giving effect to
the  distributions  set forth in Section 9.04  (including,  without  limitation,
payment of amounts due and owing to the  Insurer) is greater  than the  Required
Spread  Amount on such Payment  Date,  such excess shall first be applied to pay
any current and past due Insurance  Premiums or any amounts owing to the Insurer
pursuant   to   the   Insurance   Agreement   including,   without   limitation,
reimbursement,  indemnities,  fees and expenses,  Insurer  Defense  Costs,  plus
accrued interest thereon,  and after payment of such amounts to the Insurer, any
amounts  remaining on deposit in the Spread  Account shall be distributed by the
Indenture Trustee to the Owner Trustee,  or as the Owner Trustee shall direct in
writing in accordance with the Trust Agreement to the Certificateholder. Amounts
properly distributed to the Owner Trustee or Certificateholder  pursuant to this
Section,  either  directly  without deposit in the Spread Account or from excess
amounts  in the  Spread  Account  shall be  deemed  released  from the  security
interest of the Indenture Trustee on behalf of the Secured Parties.

     (f) The Servicer is permitted to purchase the  Receivables  from the Issuer
when the Note  Balances  have been  reduced to 10% or less of the  Initial  Note
Balances  pursuant to Section 16.02 of the Trust  Agreement.  Upon discharge and
satisfaction of this Indenture  pursuant to Section 4.01,  amounts  remaining in
the  Spread  Account,  after  payment  of  any  amounts  due  and  owing  to the
Noteholders and to the Insurer, shall be distributed by the Indenture Trustee to
the Owner Trustee,  or as the Owner Trustee shall direct in accordance  with the
Trust Agreement to the Certificateholder,  and such amounts shall not be subject
to any claims or rights of any Noteholder.

     SECTION 10.03. Policy.

     (a) The  Insurer  is  required  under  the  terms of the  Policy to pay the
Monthly  Servicing Fee, Monthly Interest and Monthly  Principal up to the Policy
Amount in the event of any  deficiency  of  Available  Funds to pay such amounts
(after permitted  reimbursements of related Outstanding Advances) not covered by
amounts  withdrawn from the Spread  Account,  as determined  pursuant to Section
9.02, to the Indenture Trustee for credit to the Collection Account on the later
of (a) 12:00 noon,  New York City time,  on the Payment Date and (b) 12:00 noon,
New York City time, on the Business Day immediately  succeeding  presentation to
the Fiscal Agent of the  Indenture  Trustee's  demand  therefor.  Any demand for
payment  pursuant  to Section  9.02 to the Fiscal  Agent  received by the Fiscal
Agent on a Business Day after 1:00 p.m.,  New York City time, or on any day that
is not a Business Day, will be deemed to be received by the Fiscal Agent at 9:00
a.m.,  New  York  City  time,  on the next  Business  Day.  Notwithstanding  the
foregoing, on a Redemption Date, the obligations of the Insurer under the Policy
shall be limited in accordance with Section  9.04(b)(ii).  The Indenture Trustee
hereby  agrees  on  behalf  of the  Noteholders  (and  each  Noteholder,  by its
acceptance of its Notes,  hereby agrees) for the benefit of the Insurer that the
Indenture Trustee shall recognize that to the extent the Insurer makes a payment
under the  Policy,  either  directly  or  indirectly  (as by paying  through the
Indenture  Trustee),  to the  Noteholders,  the  Insurer  will be entitled to be
subrogated to the rights of the Noteholders to the extent of such payments under
the Policy. Any rights of subrogation acquired by the Insurer as a result of any
payment made under the Policy shall, in all respects,  be subordinate and junior
in right of payment to the prior indefeasible payment in full of all amounts due
the  Indenture  Trustee on account of payments  due under the Notes  pursuant to
Section 9.04 hereof.

     (b) The  Insurer  shall pay any  Preference  Amounts,  but only after there
shall have been  delivered to the Insurer (x) a certified  copy of a final order
of the court exercising  jurisdiction in the Insolvency Proceeding to the effect
that the  Indenture  Trustee is required  to return any such  payment or portion
thereof prior to the  Termination  Date (as defined in the Policy) of the Policy
because  such  payment was voided under  applicable  law,  with respect to which
order the appeal  period has  expired  without an appeal  having been filed (the
"Final  Order"),  (y) an  assignment,  in the form of  Exhibit D to the  Policy,
irrevocably  assigning  to the Insurer  all rights and claims of such  Indenture
Trustee  relating to or arising under such Avoided  Payment and (z) a Notice for
Payment  in the form of  Exhibit A to the  Policy  appropriately  completed  and
executed by the  Indenture  Trustee.  Such  payment  shall be  disbursed  to the
receiver,  conservator,  debtor-in-possession  or trustee in bankruptcy named in
the Final Order and not to the Indenture Trustee directly.

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

                                   ARTICLE XI

                            SUPPLEMENTAL INDENTURES

     SECTION 11.01. Supplemental Indentures Without Consent of Noteholders.

     (a) Without the consent of the Holders of any Notes but with the consent of
the  Insurer,  so  long  as no  Insurer  Default  shall  have  occurred  and  be
continuing,  and with prior  notice to each  Rating  Agency,  the Issuer and the
Indenture  Trustee,  when  authorized by an Issuer Order,  and the other parties
hereto at any time and from time to time, may enter into one or more  indentures
supplemental  hereto  (which shall  conform to the  provisions  of the TIA as in
force  at the  date  of the  execution  thereof),  in form  satisfactory  to the
Indenture Trustee, for any of the following purposes:

          (i) to correct or amplify the  description of any property at any time
     subject  to the lien of this  Indenture,  or better to  assure,  convey and
     confirm unto the Indenture  Trustee any property  subject or required to be
     subjected to the lien 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
     Noteholders,  or to surrender any right or power herein  conferred upon the
     Issuer;

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

          (v) to cure any  ambiguity,  to correct or  supplement  any  provision
     herein or in any supplemental  indenture which may be inconsistent with any
     other  provision  herein  or in any  supplemental  indenture  or the  Basic
     Documents  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
     Noteholders;

          (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 Six; or

          (vii) to modify,  eliminate or add to the provisions of this Indenture
     to such extent as shall be  necessary to effect the  qualification  of this
     Indenture  under the TIA or under any  similar  federal  statute  hereafter
     enacted  and to add to  this  Indenture  such  other  provisions  as may he
     expressly required by the TIA.

     The Indenture  Trustee shall join in the execution of any such supplemental
indenture and to make any further  appropriate  agreements and stipulations that
may be therein contained.

     (b) The Issuer and the  Indenture  Trustee,  when  authorized  by an Issuer
Order,  may,  also (i) without the consent of any of the  Noteholders,  but (ii)
with the consent of the Insurer,  so long as an Insurer  Default  shall not have
occurred,  and (iii)  with prior  notice to each  Rating  Agency,  enter into an
indenture  or  indentures  supplemental  hereto  for the  purpose  of adding any
provisions  to, or changing in any manner or  eliminating  any of the provisions
of, this  Indenture or of modifying in any manner the rights of the  Noteholders
under  this  Indenture;  provided,  however,  that such  action  shall  not,  as
evidenced by an Opinion of Counsel, adversely affect in any material respect the
interests of any Noteholder.

     SECTION 11.02. Supplemental Indentures With Consent of Noteholders.

     (a) The Issuer and the  Indenture  Trustee,  when  authorized  by an Issuer
Order,  also may (i) with  prior  notice to each  Rating  Agency,  (ii) with the
consent of the Insurer, so long as no Insurer Default shall have occurred and be
continuing  (iii) with the consent of the Holders of not less than a majority of
the Outstanding  Note Balances,  by Act of such Holders  delivered to the Issuer
and the Indenture  Trustee,  by Act of such Holders  delivered to the Issuer and
the Indenture Trustee, enter into an indenture or indentures supplemental hereto
for the  purpose  of adding  any  provisions  to, or  changing  in any manner or
eliminating  any of the  provisions  of, this  Indenture  or of modifying in any
manner the rights of the Noteholders  under this Indenture;  provided,  however,
that, subject to the express rights of the Insurer under the Basic Documents, no
such  supplemental  indenture  shall,  without the 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,  or change any
     place of payment where,  or the coin or currency in which,  any Note or the
     interest thereon is payable;

          (ii) impair the right to  institute  suit for the  enforcement  of the
     provisions of this Indenture  requiring the  application of funds available
     therefor,  as provided in Article  Five,  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);

          (iii) reduce the  percentage  of the Note  Balances of the Notes,  the
     consent  of the  Holders  of which is  required  for any such  supplemental
     indenture,  or the  consent  of the  Holders of which is  required  for any
     waiver of compliance  with certain  provisions of this Indenture or certain
     defaults hereunder and their consequences provided for in this Indenture;

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

          (v) reduce  the  percentage  of the Note  Balances  of the Notes,  the
     consent of the Holders of which is required to direct the Indenture Trustee
     to sell or liquidate the Pledged Assets pursuant to Section 5.04;

          (vi)  decrease  the  percentage  of the  Note  Balances  of the  Notes
     required to amend this Indenture or the other Basic Documents; 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
     Pledged Assets 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.

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

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

     (d) Promptly after the execution by the parties hereto of any  supplemental
indenture  pursuant to this  Section,  the  Indenture  Trustee shall mail to the
Noteholders to which such amendment or supplemental  indenture  relates a notice
setting forth in general terms the substance of such supplemental indenture. Any
failure of the  Indenture  Trustee to mail such notice,  or any defect  therein,
shall  not,  however,  in any way  impair or  affect  the  validity  of any such
supplemental indenture.

     SECTION  11.03.  Execution of  Supplemental  Indentures.  In executing,  or
permitting  the  additional  trusts  created  by,  any  supplemental   indenture
permitted by this Article or the modifications  thereby of the trusts created by
this Indenture,  the Indenture Trustee shall be entitled to receive, and subject
to Sections  6.01 and 6.02 shall be fully  protected in relying upon, an Opinion
of  Counsel  stating  that  the  execution  of such  supplemental  indenture  is
authorized or permitted by this Indenture.  The Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture  Trustee's own rights,  duties,  liabilities or immunities  under this
Indenture or otherwise.

     SECTION 11.04. Effect of Supplemental Indenture.  Upon the execution of any
supplemental  indenture pursuant to the provisions hereof,  this Indenture shall
be and shall 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 parties hereto and the Noteholders 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 11.05. Conformity With Trust Indenture Act. Every amendment of this
Indenture and every  supplemental  indenture  executed  pursuant to this Article
shall conform to the  requirements  of the Trust Indenture Act as then in effect
so long as this Indenture shall then be qualified under the Trust Indenture Act.

     SECTION  11.06.  Reference  in  Notes  to  Supplemental  Indentures.  Notes
authenticated  and delivered after the execution of any  supplemental  indenture
pursuant to this Article may, and if required by the  Indenture  Trustee  shall,
bear a  notation  in form  approved  by the  Indenture  Trustee as to any matter
provided  for in such  supplemental  indenture.  If the Issuer or the  Indenture
Trustee shall so determine,  new notes so modified as to conform, in the opinion
of the Indenture Trustee and the Issuer, to any such supplemental  indenture may
be prepared and executed by the Issuer and  authenticated  and  delivered by the
Indenture Trustee in exchange for Outstanding Notes.

                                   ARTICLE XII

                              REDEMPTION OF NOTES

     SECTION  12.01.  Redemption.  In the event that the Servicer  exercises its
right to  require  disposition  of the corpus of the Trust  pursuant  to Section
16.02 of the Trust Agreement,  the Notes are subject to redemption in whole, but
not in part, on the Payment Date on which such repurchase occurs, for a purchase
price equal to the  Redemption  Price;  provided,  however,  that the Issuer has
available  funds  sufficient to pay the  Redemption  Price.  The Servicer or the
Issuer shall  furnish the Insurer (so long as an Insurer  Default shall not have
occurred and be continuing  and the Policy shall be in effect),  and each Rating
Agency notice of such  redemption.  If the Notes are to be redeemed  pursuant to
this Section  12.01,  the Servicer or the Issuer  shall  furnish  notice of such
election  to the  Indenture  Trustee  not later  than ten (10) days prior to the
Redemption  Date and the Issuer shall deposit with the Indenture  Trustee in the
Collection  Account the Redemption  Price of the Notes to be redeemed  whereupon
all  such  Notes  shall  be due and  payable  on the  Redemption  Date  upon the
furnishing of a notice complying with Section 12.02 to each Holder of the Notes.

     SECTION  12.02.  Form of  Redemption  Notice.  Notice of  redemption  under
Section  12.01  shall be given by the  Indenture  Trustee by  first-class  mail,
postage  prepaid,  mailed  not less  than  five  days  prior  to the  applicable
Redemption  Date to each  Holder of Notes,  as of the close of  business  on the
Record Date preceding the applicable  Redemption  Date, at such Holder's address
appearing in the Note Register. In addition,  the Administrator shall notify the
Insurer  and the  Rating  Agencies  upon the  redemption  of any Class of Notes,
pursuant to Section 2.07(b) of this Indenture.

     All notices of redemption shall state:

          (i) the Redemption Date;

          (ii) the Redemption Price;

          (iii) CUSIP numbers; and

          (iv) 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 3.02).

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

     SECTION  12.03.  Notes  Payable on Redemption  Date.  The Notes or portions
thereof  to be  redeemed  shall,  following  notice  of  redemption  (if any) as
required by Section 12.02,  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.

                                  ARTICLE XIII

                                 MISCELLANEOUS

     SECTION 13.01. Compliance Certificates and Opinions, etc.

     (a) Upon any application or request by the Issuer to the Indenture  Trustee
to take any action  under any  provision  of this  Indenture,  the Issuer  shall
furnish to the Indenture Trustee (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, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent,  if any, have been
complied with and (iii) (if required by the TIA) an Independent Certificate from
a firm of certified public  accountants  meeting the applicable  requirements of
this  Section  and  TIA  Sections  314(c)  and  314(d)(1).  Notwithstanding  the
foregoing,  in the case of any  such  application  or  request  as to which  the
furnishing of such documents is  specifically  required by any provision of this
Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

     (b)  (i) Prior to the  deposit of any Pledged  Assets or other  property or
     securities with the Indenture  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 13.01(a) or
     elsewhere  in this  Indenture,  furnish to the  Indenture  Trustee  and the
     Insurer an Officer's  Certificate  certifying or stating the opinion of the
     signer thereof as to the fair value (within 90 days of such deposit) to the
     Issuer of the  Pledged  Assets or other  property  or  securities  to be so
     deposited.

          (ii)  Whenever  the Issuer is  required  to  furnish to the  Indenture
     Trustee and the Insurer an Officer's Certificate  certifying or stating the
     opinion of any signer  thereof as to the  matters  described  in clause (i)
     above,  the Issuer  shall also  deliver to the  Indenture  Trustee  and the
     Insurer an Independent  Certificate  as to the named  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 Officer's  Certificates delivered pursuant to clause (i) above and this
     clause  (ii),  is 10% or more of the  Note  Balances,  but  such  Officer's
     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 Balances.

          (iii)  Whenever any property or securities are to be released from the
     lien  created  by this  Indenture,  the Issuer  shall  also  furnish to the
     Indenture  Trustee and the Insurer an Officer's  Certificate  certifying or
     stating the opinion of each person signing such  certificate as to the fair
     value  (within  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 created by this Indenture in
     contravention of the provisions hereof.

          (iv)  Whenever  the Issuer is  required  to  furnish to the  Indenture
     Trustee and the Insurer an Officer's Certificate  certifying or stating the
     opinion of any signer  thereof as to the matters  described in clause (iii)
     above,  the Issuer  shall also  furnish to the  Indenture  Trustee  and the
     Insurer an Independent Certificate as to the same matters if the fair value
     of the  property or  securities  and of all other  property  or  securities
     released from the lien created by this Indenture since the  commencement of
     the then current  fiscal year,  as set forth in the  Officer's  Certificate
     required by clause (iii) above and this clause (iv),  equals 10% or more of
     the Note Balances of the Notes, but such Officer's  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 Note  Balances  of the
     Notes.


     SECTION 13.02. Form of Documents Delivered to Indenture Trustee.

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

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

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

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

     SECTION 13.03. Acts of Noteholders.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or other action  provided by this  Indenture to be given or taken by Noteholders
may be embodied in and  evidenced by one or more  instruments  of  substantially
similar tenor signed by such  Noteholders  in person or by agents duly appointed
in writing; and except as herein otherwise expressly provided, such action shall
become  effective  when such  instrument  or  instruments  are  delivered to the
Indenture Trustee,  and, where it is hereby expressly  required,  to the Issuer.
Such instrument or instruments  (and the action  embodied  therein and evidenced
thereby)  are  herein  sometimes  referred  to as the  "Act" of the  Noteholders
signing  such  instrument  or  instruments.  Proof  of  execution  of  any  such
instrument or of a writing appointing any such agent shall be sufficient for any
purpose of this  Indenture and (subject to Section 6.01)  conclusive in favor of
the  Indenture  Trustee and the Issuer,  if made in the manner  provided in this
Section.

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

     (c) The  ownership  of Notes shall be proved by the Note  Register  and the
record date applicable to any solicitation  for an Act of the Noteholders  shall
comply with Section 3.16(c) of the TIA.

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

     SECTION 13.04.  Notices,  etc., to Indenture Trustee,  Issuer,  Insurer and
Rating Agencies.

     (a) Any request, demand, authorization,  direction, notice, consent, waiver
or Act of Noteholders or other documents provided or permitted by this Indenture
shall be in  writing  and if such  request,  demand,  authorization,  direction,
notice,  consent,  waiver or Act of  Noteholders  is to be made  upon,  given or
furnished to or filed with:

          (i) the Indenture Trustee by any Noteholder or by the Issuer, it shall
     be  sufficient  for  every  purpose  hereunder  if in  writing,  personally
     delivered,  sent by  facsimile  transmission  and  confirmed  or  mailed by
     overnight service,  to or with the Indenture Trustee at its Corporate Trust
     Office;

          (ii) the  Issuer by the  Indenture  Trustee or by any  Noteholder,  it
     shall be sufficient for every purpose  hereunder if in writing,  personally
     delivered,  sent by  facsimile  transmission  and  confirmed  or  mailed by
     overnight  service,  to the Issuer  addressed to: UACSC 2001-C,  in care of
     First Union Trust Company,  National  Association,  as Owner  Trustee,  One
     Rodney Square, 920 King Street,  First Floor,  Wilmington,  Delaware 19801,
     Attention:  Corporate Trust Administration,  facsimile (302) 888-7544 or at
     any other  address  furnished  in writing to the  Indenture  Trustee by the
     Issuer; or

          (iii) the Insurer by the Issuer or the Indenture Trustee,  it shall be
     sufficient for any purpose hereunder if in writing,  personally  delivered,
     sent by  facsimile  transmission  and  confirmed  or  mailed  by  overnight
     service, to the Insurer addressed to: MBIA Insurance Corporation,  113 King
     Street,  Armonk, New York 10504,  Attention:  Insured Portfolio Management,
     Structured Finance, facsimile (914) 765-3810.

     (b) Any notices  delivered to the Issuer  hereunder shall also be delivered
(by the same means) to the Servicer and the  Administrator  c/o Union Acceptance
Corporation, 250 North Shadeland Avenue, Indianapolis, Indiana 46219, Attention:
Melanie S. Otto, facsimile (317) 231-7926.

     (c) Any notices  required to be given to the Rating Agencies by the Issuer,
the  Indenture  Trustee or the Owner  Trustee  shall be in  writing,  personally
delivered,  sent by facsimile  transmission and confirmed or mailed by overnight
service,  to (i) in the  case of  Moody's,  at the  following  address:  Moody's
Investors Service, Inc., ABS Monitoring Department,  99 Church Street, New York,
New York  10007  and (ii) in the case of  Standard  & Poor's,  at the  following
address:  Standard & Poor's  Ratings  Services,  a division  of the  McGraw-Hill
Companies,  Inc., 55 Water Street (40th Floor),  New York, New York  10041-0003,
Attention:  Structured  Finance/Asset Backed Surveillance  Department;  or as to
each of the  foregoing,  at such other address as shall be designated by written
notice to the other parties.

     SECTION 13.05. Notices to Noteholders; Waiver.

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

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

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

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

     SECTION 13.06. Alternate Payment and Notice Provisions. Notwithstanding any
provision of this Indenture or any of the Notes to the contrary,  the Issuer may
enter into any  agreement  with any Holder of a Note  providing  for a method of
payment,  or notice by the Indenture Trustee or any Paying Agent to such Holder,
that is  different  from the methods  provided  for in this  Indenture  for such
payments or notices.  The Issuer will furnish to the Indenture Trustee a copy of
each such agreement and the Indenture Trustee will cause payments to be made and
notices to be given in accordance with such agreements.

     SECTION 13.07. Conflict With Trust Indenture Act.

     (a) If any provision  hereof  limits,  qualifies or conflicts  with another
provision hereof that is required to be included in this indenture by any of the
provisions of the Trust Indenture Act, such required provision shall control.

     (b) The  provisions  of TIA Sections 310 through 317 that impose  duties on
any Person (including the provisions automatically deemed included herein unless
expressly  excluded by this  Indenture) are a part of and govern this Indenture,
whether or not physically contained herein.

     SECTION  13.08.  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 13.09. Successors and Assigns. All covenants and agreements in this
Indenture  and the Notes by the Issuer  shall bind its  successors  and assigns,
whether so expressed or not. All  agreements  of the  Indenture  Trustee in this
Indenture shall bind its successors, co-trustees and agents.

     SECTION 13.10. Separability.  In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability  of the remaining  provisions shall not in any way be affected or
impaired thereby.

     SECTION  13.11.  Benefits of Indenture.  The Insurer and its successors and
assigns shall be third-party  beneficiaries to the provisions of this Indenture,
and shall be entitled to rely upon and directly  enforce such provisions of this
Indenture so long as no Insurer  Default  shall have  occurred and be continuing
and the Policy  shall be in effect.  The Owner  Trustee  shall be a  third-party
beneficiary to the  provisions of this Indenture with respect to fees,  expenses
and indemnity upon and following the occurrence of an Event of Default.  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 Pledged Assets,  any benefit or any legal
or  equitable  right,  remedy or claim  under this  Indenture.  The  Insurer may
disclaim any of its rights and powers under this  Indenture,  but not its duties
and  obligations  under the Policy,  upon  delivery  of a written  notice to the
Indenture Trustee.

     SECTION  13.12.  Legal  Holidays.  In any case  where the date on which any
payment  is due shall not be a Business  Day,  then  (notwithstanding  any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next  succeeding  Business  Day with the same  force  and
effect as if made on the date on which  nominally  due,  and no  interest  shall
accrue for the period from and after any such nominal date.

     SECTION  13.13.  Governing  Law.  This  Indenture  shall  be  construed  in
accordance  with  the laws of the  State  of New  York,  without  regard  to the
conflict of laws principles thereof,  and the obligations,  rights, and remedies
of the parties under this Indenture  shall be determined in accordance with such
laws.

     SECTION  13.14.  Counterparts.  This  Indenture  may be executed in several
counterparts,  each  of  which  shall  be an  original  and all of  which  shall
constitute but one and the same instrument.

     SECTION  13.15.  Recording of  Indenture.  If this  Indenture is subject to
recording in any appropriate public recording  offices,  such recording is to be
effected by the Issuer and at its expense  accompanied  by an Opinion of Counsel
(which may be counsel to the Indenture  Trustee or any other counsel  reasonably
acceptable  to the  Indenture  Trustee and the  Insurer) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured  hereunder or for the  enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

     SECTION  13.16.  Trust  Obligation.  No recourse may be taken,  directly or
indirectly,  with respect to the obligations of the Issuer, the Owner Trustee or
the Indenture Trustee on the Notes or under this Indenture or any certificate or
other  writing  delivered in connection  herewith or therewith,  against (i) the
Indenture  Trustee or the Owner  Trustee in its  individual  capacity,  (ii) any
owner of a  beneficial  interest  in the  Issuer  or (iii) any  partner,  owner,
beneficiary,  agent,  officer,  director,  employee  or agent  of the  Indenture
Trustee or the Owner Trustee in its individual  capacity,  or of any holder of a
beneficial  interest  in  the  Issuer,  or of any  successor  or  assign  of the
Indenture Trustee or the Owner Trustee in its individual capacity, except as any
such Person may have expressly  agreed (it being  understood  that the Indenture
Trustee  and the Owner  Trustee  have no such  obligations  in their  individual
capacities)  and except that any such  partner,  owner or  beneficiary  shall be
fully  liable,  to the  extent  provided  by  applicable  law,  for  any  unpaid
consideration  for  stock,  unpaid  capital  contribution  or failure to pay any
installment or call owing to such entity. For all purposes of this Indenture, in
the performance of any duties or obligations of the Issuer hereunder,  the Owner
Trustee  shall be subject  to, and  entitled to the  benefits  of, the terms and
provisions of Articles Six, Seven and Eight of the Trust Agreement.

     SECTION  13.17.  No Petition.  The parties  hereto,  by entering  into this
Indenture, and each Noteholder,  by accepting a Note or a beneficial interest in
a Note,  hereby  covenant  and agree  that  they will not at any time  institute
against the Seller or the Issuer, or join in any institution  against the Seller
or 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 Basic Documents.

     SECTION  13.18.  Inspection.  The Issuer agrees that,  on reasonable  prior
notice,  it will permit any  representative  of the Indenture  Trustee or of the
Insurer,  during the Issuer's normal business hours, to examine all the books of
account,  records,  reports and other  papers of the Issuer,  to make copies and
extracts therefrom,  to cause such books to be audited by independent  certified
public accountants,  and to discuss the Issuer's affairs,  finances and accounts
with  the  Issuer's  officers,   employees  and  independent   certified  public
accountants,  all at such  reasonable  times  and as often as may be  reasonably
requested.  The  Indenture  Trustee and the Insurer  shall and shall cause their
respective  representatives to hold in confidence all such information except to
the extent  disclosure may be required by law (and all  reasonable  applications
for  confidential  treatment are  unavailing)  and except to the extent that the
Indenture  Trustee or the Insurer may reasonably  determine that such disclosure
is consistent with its obligations hereunder.

     SECTION 13.19.  Limitation of Liability of Owner  Trustee.  Notwithstanding
anything   contained   herein  to  the  contrary,   this   instrument  has  been
countersigned by the Owner Trustee not in its individual  capacity but solely in
its  capacity  as Owner  Trustee of the  Issuer and in no event  shall the Owner
Trustee in its individual  capacity or any  beneficial  owner of the Issuer have
any  liability for the  representations,  warranties,  covenants,  agreements or
other obligations of the Issuer hereunder,  as to all of which recourse shall be
had solely to the assets of the Issuer.  For all purposes of this Indenture,  in
the performance of any duties or obligations of the Issuer hereunder,  the Owner
Trustee  shall be subject  to, and  entitled to the  benefits  of, the terms and
provisions of Articles Seven, Eight, Ten, Twelve, Thirteen, Fourteen and Fifteen
of the Trust Agreement.

     SECTION 13.20. Certain Matters Regarding the Insurer. So long as an Insurer
Default  shall not have occurred and be  continuing,  the Insurer shall have the
right to exercise all rights,  including voting rights, which the Noteholders or
Certificateholders are entitled to exercise pursuant to this Indenture,  without
any consent of such Noteholders or Certificateholders;  provided,  however, that
without the consent of each Noteholder and  Certificateholder  affected thereby,
the Insurer shall not exercise such rights to amend this Indenture in any manner
that would (i) reduce  the  amount  of, or delay the timing of,  collections  of
payments on the  Receivables or  distributions  which are required to be made on
any Note or  Certificate,  (ii)  adversely  affect in any  material  respect the
interests of the Holders of any Notes or Certificates, or (iii) alter the rights
of any such Holder to consent to such amendment.

     Notwithstanding  any provision in this  Indenture to the  contrary,  in the
event an Insurer  Default  shall have  occurred and be  continuing,  the Insurer
shall not have the right to take any action  under this  Indenture or to control
or direct the actions of the Trust,  the Seller,  the  Indenture  Trustee or the
Owner Trustee pursuant to the terms of this Indenture,  nor shall the consent of
the Insurer be required with respect to any action (or waiver of a right to take
action) to be taken by the Trust, the Seller, the Indenture  Trustee,  the Owner
Trustee or the Noteholders or the Certificateholders; provided, that the consent
of the Insurer  shall be required at all times with respect to any  amendment of
this Indenture.

     SECTION 13.21.  Acknowledgement of Parties;  Insurer Defense Costs. Each of
the Issuer and the  Indenture  Trustee  acknowledges  Section 15.14 of the Trust
Agreement, and agrees that the Trust shall reimburse the Insurer for all Insurer
Defense Costs pursuant to Section 9.04 or 5.06 hereof, as applicable.




                          [next page is signature page]




<PAGE>


     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Indenture to be
duly executed and delivered as of the day and year first above written.

                         UACSC 2001-C OWNER TRUST

                         By FIRST UNION TRUST COMPANY, NATIONAL
                          ASSOCIATION, not in its individual capacity but
                           solely on behalf of the Issuer as Owner Trustee under
                          the Trust Agreement


                         By:/s/ Edward L. Truitt, Jr.
                            ----------------------------------------------------
                               Name:    Edward L. Truitt, Jr.
                               Title:   Vice President


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


                         By:/s/ Cynthia Davis
                            ----------------------------------------------------
                                Name:   Cynthia Davis
                                Title:  Assistant Vice President




<PAGE>

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