<PAGE>
                                                                  EXHIBIT 10.121

                                    INDENTURE

                                     between

              ONYX ACCEPTANCE RESIDUAL FUNDING OWNER TRUST 2002-A,
                                   as Issuer,

                                       and

                              JPMORGAN CHASE BANK,
                              as Indenture Trustee

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

                          Dated as of February 20, 2002
<PAGE>
                                TABLE OF CONTENTS

<TABLE>
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<S>                                                                                                 <C>
ARTICLE I - DEFINITIONS AND INCORPORATION BY REFERENCE............................................     1
         Section  1.01   Definitions..............................................................     1
         Section  1.02   Rules of Construction....................................................    10
         Section  1.03   Accounting Terms.........................................................    11

ARTICLE II - THE NOTES............................................................................    11
         Section  2.01   Form.....................................................................    11
         Section  2.02   Execution, Authentication and Delivery...................................    11
         Section  2.03   Temporary Notes..........................................................    12
         Section  2.04   Registration; Registration of Transfer and Exchange......................    12
         Section  2.05   Mutilated, Destroyed, Lost or Stolen Notes...............................    13
         Section  2.06   Persons Deemed Owner.....................................................    14
         Section  2.07   Payment of Principal and Interest; Defaulted Interest....................    14
         Section  2.08   Cancellation.............................................................    15
         Section  2.09   Book-Entry Notes.........................................................    15
         Section  2.10   Notices to Clearing Agency...............................................    16
         Section  2.11   Definitive Notes.........................................................    16
         Section  2.12   Restrictions on Transfer.................................................    17
         Section  2.13   Release of Collateral....................................................    18
         Section  2.14   Tax Treatment............................................................    18

ARTICLE III - COVENANTS...........................................................................    19
         Section  3.01   Payment of Principal and Interest........................................    19
         Section  3.02   Maintenance of Office or Agency..........................................    19
         Section  3.03   Money for Payments to be Held in Trust...................................    19
         Section  3.04   Existence................................................................    21
         Section  3.05   Protection of Collateral.................................................    21
         Section  3.06   Opinions as to Collateral................................................    21
         Section  3.07   Performance of Obligations...............................................    22
         Section  3.08   Negative Covenants.......................................................    22
         Section  3.09   Reporting by the Administrator...........................................    23
         Section  3.10   Annual Statement as to Compliance........................................    24
         Section  3.11   Issuer May Consolidate, etc. Only on Certain Terms.......................    24
         Section  3.12   Successor Transferee.....................................................    26
         Section  3.13   No Other Business........................................................    26
         Section  3.14   Restricted Payments......................................................    26
         Section  3.15   Notice of Events of Default..............................................    27
         Section  3.16   Further Instruments and Acts.............................................    27
         Section  3.17   Compliance with Laws.....................................................    27
         Section  3.18   Amendments of Sale and Assignment Agreement and
                           Trust Agreement........................................................    27
</TABLE>

                                      -ii-
<PAGE>
<TABLE>
<S>                                                                                                 <C>
ARTICLE IV - SATISFACTION AND DISCHARGE...........................................................    27
         Section  4.01   Satisfaction and Discharge of Indenture..................................    27
         Section  4.02   Application of Trust Money...............................................    28
         Section  4.03   Repayment of Monies Held by Paying Agent.................................    28

ARTICLE V - EVENTS OF DEFAULT; REMEDIES...........................................................    29
         Section  5.01   Events of Default........................................................    29
         Section  5.02   Rights Upon Event of Default.............................................    30
         Section  5.03   Collection of Indebtedness and Suits for Enforcement by Indenture
                           Trustee................................................................    30
         Section  5.04   Remedies.................................................................    32
         Section  5.05   Optional Preservation of the Collateral..................................    33
         Section  5.06   Priorities...............................................................    33
         Section  5.07   Limitation of Suits......................................................    34
         Section  5.08   Unconditional Rights of Note Holders to Receive Principal and
                           Interest...............................................................    35
         Section  5.09   Restoration of Rights and Remedies.......................................    35
         Section  5.10   Rights and Remedies Cumulative...........................................    35
         Section  5.11   Delay or Omission Not a Waiver...........................................    35
         Section  5.12   Control by Note Holders..................................................    35
         Section  5.13   Waiver of Past Defaults..................................................    36
         Section  5.14   Undertaking for Costs....................................................    36
         Section  5.15   Waiver of Stay or Extension Laws.........................................    36
         Section  5.16   Action on Notes..........................................................    37
         Section  5.17   Performance and Enforcement of Certain Obligations.......................    37

ARTICLE VI - THE INDENTURE TRUSTEE................................................................    37
         Section  6.01   Duties of Indenture Trustee..............................................    37
         Section  6.02   Rights of Indenture Trustee..............................................    39
         Section  6.03   Individual Rights of Indenture Trustee...................................    41
         Section  6.04   Indenture Trustee's Disclaimer...........................................    41
         Section  6.05   Notice of Defaults.......................................................    41
         Section  6.06   Reports by Indenture Trustee to Holders..................................    41
         Section  6.07   Compensation and Indemnity...............................................    41
         Section  6.08   Replacement of Indenture Trustee.........................................    42
         Section  6.09   Successor Indenture Trustee by Merger....................................    43
         Section  6.10   Appointment of Co-Indenture Trustee or Separate Indenture Trustee........    43
         Section  6.11   Eligibility; Disqualification............................................    45
         Section  6.12   Representations and Warranties of Indenture Trustee......................    45

ARTICLE VII - NOTE HOLDERS' LISTS AND REPORTS.....................................................    45
         Section  7.01   Access to Names and Addresses of Note Holders............................    45
</TABLE>


                                      -iii-
<PAGE>
<TABLE>
<S>                                                                                                   <C>
         Section  7.02   Preservation of Information; Communications to Note Holders..............    45
         Section  7.03   Fiscal Year of Issuer....................................................    46
</TABLE>


                                      -iv-
<PAGE>
<TABLE>
<S>                                                                                                   <C>
ARTICLE VIII - ACCOUNTS, DISBURSEMENTS AND RELEASES...............................................    46
         Section  8.01   Collection of Money......................................................    46
         Section  8.02   Establishment of Trust Accounts..........................................    46
         Section  8.03   Collection Account.......................................................    47
         Section  8.04   Trust Spread Account.....................................................    47
         Section  8.05   [Reserved]...............................................................    48
         Section  8.06   Distributions............................................................    48
         Section  8.07   Statements to Note Holders...............................................    48
         Section  8.08   Release of Collateral....................................................    49
         Section  8.09   Opinion of Counsel.......................................................    50

ARTICLE IX - SUPPLEMENTAL INDENTURES..............................................................    50
         Section  9.01   Supplemental Indentures Without Consent of Note Holders..................    50
         Section  9.02   Supplemental Indentures With Consent of Note Holders.....................    51
         Section  9.03   Execution of Supplemental Indentures.....................................    53
         Section  9.04   Effect of Supplemental Indenture.........................................    53
         Section  9.05   Reference in Notes to Supplemental Indentures............................    53

ARTICLE X - REDEMPTION OF NOTES...................................................................    53
         Section  10.01   Redemption..............................................................    53
         Section  10.02   Form of Redemption Notice...............................................    53
         Section  10.03   Notes Payable on Redemption Date........................................    54

ARTICLE XI - MISCELLANEOUS........................................................................    54
         Section  11.01   Compliance Certificates and Opinions, etc...............................    54
         Section  11.02   Form of Documents Delivered to Indenture Trustee........................    55
         Section  11.03   Acts of Note Holders....................................................    56
         Section  11.04   Notices, etc., to Indenture Trustee, Issuer and Rating Agency...........    56
         Section  11.05   Notices to Note Holders; Waiver.........................................    57
         Section  11.06   Alternate Payment and Notice Provisions.................................    57
         Section  11.07   Effect of Headings and Table of Contents................................    58
         Section  11.08   Successors and Assigns..................................................    58
         Section  11.09   Severability............................................................    58
         Section  11.10   Benefits of Indenture...................................................    58
         Section  11.11   Legal Holidays..........................................................    58
         Section  11.12   Governing Law...........................................................    58
         Section  11.13   Counterparts............................................................    58
         Section  11.14   Recording of Indenture..................................................    58
         Section  11.15   Trust Obligation........................................................    58
         Section  11.16   No Petition.............................................................    59
         Section  11.17   Inspection..............................................................    59
         Section  11.18   Limitation of Liability of Owner Trustee................................    59
</TABLE>


                                       -v-
<PAGE>
                                    EXHIBITS

Schedule I        -        Location and Account Numbers of Trust Accounts
Exhibit A         -        Form of Depository Agreement
Exhibit B         -        Form of Note


                                      -vi-
<PAGE>
      This Indenture, dated as of February 20, 2002 is between Onyx Acceptance
Residual Funding Owner Trust 2002-A, a Delaware business trust, as the Issuer,
and JPMorgan Chase Bank, a New York banking corporation, as the Indenture
Trustee.

      Each party agrees as follows for the benefit of the other parties and for
the equal and ratable benefit of the Holders of the Issuer's 13.61% notes (the
"NOTES"):

                                 GRANTING CLAUSE

      The Issuer hereby Grants to the Indenture Trustee for the benefit of the
Holders of the Notes on the Closing Date, without recourse, all of the Issuer's
right, title and interest in, to and under the Collateral.

      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, and subject to the priorities and distinctions
set forth in this Indenture, and to secure compliance with the provisions of
this Indenture, all as provided in this Indenture.

      The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, 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 Holders of the Notes may be adequately and effectively
protected.

                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

      Section 1.01 Definitions.

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

      "ACT" shall have the meaning specified in Section 11.03(a).

      "ADMINISTRATION AGREEMENT" means the Administration Agreement, dated as of
the date hereof, among the Administrator, the Issuer, the Seller, the Indenture
Trustee and the Trust Agent.

      "ADMINISTRATOR" means Onyx, or any successor Administrator under the
Administration Agreement.

      "ADMINISTRATOR REPORT DATE" means, with respect to any Payment Date, the
fifth day prior to such Payment Date provided, however, the Administrator Report
Date with respect to the first Payment Date shall be the Closing Date.
<PAGE>
      "AFFILIATE" of any specified Person means 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,
contract or otherwise; and the terms "controlling" or "controlled" have 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 or the Trust Agent,
as the case may be, in matters relating to the Issuer and who is identified on
the list of Authorized Officers delivered by the Owner Trustee or the Trust
Agent, as the case may be, 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" means, with respect to any Payment Date, the amount on
deposit in the Collection Account on such Payment Date prior to taking into
account any transfers from the Trust Spread Account on such Payment Date.

      "BASIC DOCUMENTS" means the Certificate of Trust, the Trust Agreement, the
Sale and Assignment Agreement, the Administration Agreement, the Depository
Agreement and this Indenture.

      "BENEFIT PLAN" means (i) an employee benefit plan (as such term is defined
in Section 3(3) of ERISA) that is subject to the provisions of Title I of ERISA,
(ii) a plan described in Section 4975(e)(1) of the Code or (iii) any entity
whose underlying assets include plan assets by reason of a plan's investment in
the entity.

      "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.

      "BUSINESS DAY" means any day other than a Saturday, a Sunday or other day
on which commercial banks located in California or New York are authorized or
required to be closed.

      "CERTIFICATE DISTRIBUTION ACCOUNT" means the account established and
maintained as such by the Trust Agent pursuant to Section 5.01 of the Trust
Agreement.

      "CERTIFICATE OF TRUST" means the Certificate of Trust of the Issuer
substantially in the form of Exhibit A to the Trust Agreement.

      "CERTIFICATEHOLDER" means the Person in whose name a Trust Certificate is
registered in accordance with the terms of the Trust Agreement.


                                      -2-
<PAGE>
      "CLEARING AGENCY" means DTC, or any successor to DTC provided for in the
Depository Agreement.

      "CLOSING DATE" means March 15, 2002.

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

      "COLLATERAL" means the Trust Property, together with (i) all amounts on
deposit in the Collection Account and the Trust Spread Account and all amounts
or investment property on deposit therein or credited thereto from time to time,
(ii) all rights of the Issuer under the Sale and Assignment Agreement and the
Administration Agreement and (iii) all proceeds in any way delivered with
respect to the foregoing, all rights to payments with respect to the foregoing
and all rights to enforce the foregoing.

      "COLLECTION ACCOUNT" means the account established and maintained as such
by the Indenture Trustee pursuant to Section 8.02(a)(i).

      "CORPORATE TRUST OFFICE" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered, which office at the date of the execution of this Agreement is
located at 450 West 33rd Street, 14th Floor, New York, New York, 10001-2697,
Attention: Institutional Trust Services: Onyx Residual Funding 2002-A; or at
such other address at the Indenture Trustee may designate from time to time by
notice to the Note Holders and the Seller.

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

      "DEFINITIVE NOTES" has the meaning specified in Section 2.09.

      "DEPOSITORY AGREEMENT" means the agreement dated March 15, 2002, among the
Issuer, the Indenture Trustee and DTC, as initial Clearing Agency, relating to
the Notes, substantially in the form attached hereto as Exhibit A.

      "DTC" means The Depository Trust Company and its successors and assigns.

      "ELIGIBLE ACCOUNT" means a trust account that is either (a) maintained
with a federal or state- chartered depository institution or trust company that
complies with the definition of Eligible Institution or (b) a segregated trust
account or accounts maintained with the corporate trust department of a federal
depository institution or state-chartered depository institution subject to
regulations regarding fiduciary funds on deposit similar to Title 12 of the Code
of Federal Regulation Section 9.10(b), which, in either case, has corporate
trust powers, acting in its fiduciary capacity.

      "ELIGIBLE INSTITUTION" means institutions whose (i) commercial paper,
short-term debt obligations, or other short-term deposits are rated at least
"P-1" by Moody's if the deposits are to be held in the account for less than 30
days; or (ii) long-term unsecured debt obligations are rated at least "Aa3" by
Moody's if the deposits are to be held in the account more than 30 days.


                                      -3-
<PAGE>
      "ELIGIBLE INVESTMENTS" means any one or more of the following obligations
or securities, all of which shall be denominated in United States dollars:

      (a) direct obligations of, and obligations fully guaranteed as to timely
payment of principal and interest by, the United States of America or any agency
or instrumentality of the United States of America the obligations of which are
backed by the full faith and credit of the United States of America and the
direct obligations of, or obligations fully guaranteed by, the Federal Home Loan
Mortgage Corporation and the Federal National Mortgage Association;

      (b) demand and time deposits in, certificates of deposit of, banker's
acceptances issued by, or federal funds sold by any depository institution or
trust company (including the Indenture Trustee or the Owner Trustee)
incorporated under the laws of the United States of America or any State and
subject to supervision and examination by Federal and/or State banking
authorities, so long as at the time of such investment or contractual commitment
providing for such investment the long-term, unsecured debt obligations of such
depository institution or trust company have credit ratings from Moody's at
least equal to "Aa3";

      (c) repurchase obligations with respect to (i) any security described in
clause (a) above or (ii) any other security issued or guaranteed as to timely
payment of principal and interest by an agency or instrumentality of the United
States of America, in either case entered into with any depository institution
or trust company (including the Indenture Trustee and the Owner Trustee), acting
as principal, described in clause (b) above;

      (d) securities bearing interest or sold at a discount issued by any
corporation incorporated under the laws of the United States of America or any
state thereof which at the time of such investment or contractual commitment
providing for such investment have long-term, unsecured debt obligations rated
by Moody's "Aa3" or better; provided, however, that securities issued by any
corporation will not be Eligible Investments to the extent that investment
therein will cause the then outstanding principal amount of securities issued by
such corporation and held as part of the Trust to exceed 10% of the aggregate
Outstanding Amount of the Notes;

      (e) commercial paper having the highest rating by Moody's at the time of
such investment; and

      (f) investments in money market funds or money market mutual funds having
a rating from Moody's in the highest investment category granted thereby,
including funds for which the Indenture Trustee, the Owner Trustee or any of
their respective Affiliates is investment manager or advisor.

      "ERISA" shall have the meaning assigned to it in the Trust Agreement.

      "EVENT OF DEFAULT" shall have the meaning specified in Section 5.01.

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


                                      -4-
<PAGE>
      "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.

      "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 Collateral or of any other agreement or
instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for payments in
respect of the Collateral 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" means the Person in whose name a Note is registered in the Note
Register.

      "INDEBTEDNESS" means, with respect to any Person at any time, (i)
indebtedness or liability of such Person for borrowed money whether or not
evidenced by bonds, debentures, notes or other instruments, or for the deferred
purchase price of property or services (including trade obligations); (ii)
obligations of such Person as lessee under leases which should have been or
should be, in accordance with generally accepted accounting principles, recorded
as capital leases; (iii) current liabilities of such Person in respect of
unfunded vested benefits under plans covered by Title IV of ERISA; (iv)
obligations issued for or liabilities incurred on the account of such Person;
(v) obligations or liabilities of such Person arising under acceptance
facilities; (vi) obligations of such Person under any guaranties, endorsements
(other than for collection or deposit in the ordinary course of business) and
other contingent obligations to purchase, to provide funds for payment, to
supply funds to invest in any Person or otherwise to assure a creditor against
loss; (vii) obligations of such Person secured by any lien on property or assets
of such Person, whether or not the obligations have been assumed by such Person;
or (viii) obligations of such Person under any interest rate or currency
exchange agreement.

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

      "INDENTURE TRUSTEE" means JPMorgan Chase Bank, not in its individual
capacity, but solely as the Indenture Trustee under this Indenture, its
successors in interest and any successor Indenture Trustee under the Indenture.

      "INDEPENDENT" when used with respect to any specified Person, means such a
Person who (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.


                                      -5-
<PAGE>
      "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 11.01, 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.

      "INTEREST ACCRUAL PERIOD" means with respect to any Payment Date, the
period from and including the prior Payment Date (or, in the case of the first
Payment Date, the Closing Date) to but excluding the applicable Payment Date.

      "INTEREST RATE" means 13.61% per annum.

      "ISSUER" means Onyx Acceptance Residual Funding Owner Trust 2002-A and its
successors.

      "ISSUER ORDER" and "ISSUER REQUEST" means a written order or request
signed in the name of the Issuer by an Authorized Officer and delivered to the
Indenture Trustee.

      "MOODY'S" means Moody's Investors Service, Inc., and its successors in
interest.

      "NOTE" means any note issued by the Issuer in the form attached hereto as
Exhibit B.

      "NOTE INTEREST CARRYOVER SHORTFALL" means as of the close of any Payment
Date, the excess of the Note Interest Payment Amount for such Payment Date over
the amount in respect of interest that is actually paid to the Note Holders on
such Payment Date.

      "NOTE INTEREST PAYMENT AMOUNT" means, with respect to any Payment Date,
interest at the Interest Rate on the Outstanding Amount of the Notes (computed
on the basis of a 360-day year of twelve 30-day months) from and including the
preceding Payment Date (or, in the case of the first Payment Date, February 20,
2002) to, but excluding, such Payment Date, plus any accrued and unpaid interest
with respect to a prior Payment Date together (to the extent legally
permissible) with interest thereon at the Interest Rate.

      "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 PRINCIPAL PAYMENT AMOUNT" means, with respect to any Payment Date,
the balance remaining on deposit in the Collection Account after payment of the
amounts set forth in Section 8.06(i) and (ii) on such Payment Date, but not in
excess of the Outstanding Amount of the Notes.

      "NOTE REGISTER" and "NOTE REGISTRAR" have the respective meanings
specified in Section 2.04.


                                      -6-
<PAGE>
      "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 11.01, and delivered to,
the Indenture Trustee.

      "ONYX" means Onyx Acceptance Corporation, and its successors.

      "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 which shall comply with any applicable requirements of
Section 11.01, and shall be in form and substance satisfactory to the Indenture
Trustee.

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

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

            (ii) Notes or portions thereof the payment for which money in the
      necessary amount has been theretofore deposited with the 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 Amount 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.

      "OUTSTANDING AMOUNT" means the aggregate principal amount of all Notes
Outstanding at the date of determination.

      "OWNER TRUSTEE" means Bankers Trust (Delaware), not in its individual
capacity but solely as the Owner Trustee under the Trust Agreement acting on
behalf of the Holders of the Trust Certificates, their successors in interest
and any successor Owner Trustee under the Trust Agreement.


                                      -7-
<PAGE>
      "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" means the 20th day of each month or if such date is not a
Business Day, the following Business Day, commencing on March 20, 2002.

      "PAYMENT DATE STATEMENT" shall have the meaning specified in Section 3.09.

      "PERSON" means a legal person, including any individual, corporation,
estate, partnership, joint venture, association, joint stock company, trust,
unincorporated organization or government or any agency or political subdivision
thereof.

      "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.

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

      "QUALIFIED INSTITUTIONAL BUYER" has the meaning set forth in Rule 144A
under the Securities Act.

      "RATING AGENCY" means Moody's.

      "RATING AGENCY CONDITION" means, with respect to any action, that Moody's
shall have been given ten Business Days (or such shorter period as is acceptable
to Moody's) prior notice thereof and that Moody's shall have notified the
Administrator that such action will not result in a qualification, reduction or
withdrawal of its then-current rating of the Notes.

      "RECORD DATE" means, with respect to a Payment Date or Redemption Date,
the close of business on the last day of the calendar month immediately
preceding the month in which such Payment Date or Redemption Date occurs, except
with respect to the first Payment Date, the Record Date will be the Closing
Date.

      "REDEMPTION DATE" means the Payment Date specified by the Issuer pursuant
to Section 10.01.

      "REDEMPTION PRICE" means an amount equal to the Outstanding Amount of the
Notes redeemed plus accrued and unpaid interest thereon (including, to the
extent permitted by applicable law, interest accrued on any interest accrued but
not timely paid) at the Interest Rate to but excluding the Redemption Date.

      "RESPONSIBLE OFFICER" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office, including any Vice President,
assistant secretary or other officer or assistant officer


                                      -8-
<PAGE>
of the Indenture Trustee customarily performing functions similar to those
performed by the people who at such time shall be officers and has direct
responsibility for the administration of this Indenture.

      "SALE AND ASSIGNMENT AGREEMENT" means the Sale and Assignment Agreement,
dated as of the date hereof, between the Issuer, the Seller, the Indenture
Trustee and the Trust Agent.

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

      "SELLER" means, Onyx Acceptance Financial Corporation, in its capacity as
the seller of the Underlying Certificates under the Sale and Assignment
Agreement, and each successor thereto (in the same capacity) pursuant to Section
3.02 of the Sale and Assignment Agreement.

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

      "STATED MATURITY DATE" means the Payment Date occurring in October, 2008

      "TERMINATION DATE" means 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
Note Holders under this Indenture or the Notes.

      "TRUST" means the Issuer.

      "TRUST ACCOUNTS" means the Collection Account and the Trust Spread
Account.

      "TRUST AGENT" means JPMorgan Chase Bank, as agent of the Owner Trustee
under the Trust Agreement, and any successor Trust Agent thereunder.

      "TRUST AGREEMENT" means the Trust Agreement, dated as of March 15, 2002,
among the Seller, the Owner Trustee and the Trust Agent.

      "TRUST CERTIFICATE" means an instrument in the form attached as Exhibit B
to the Trust Agreement and evidencing the residual interest of the Trust.

      "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.

      "TRUST PROPERTY" has the meaning set forth in the Sale and Assignment
Agreement.

      "TRUST SPREAD ACCOUNT" means the account established and maintained as
such by the Indenture Trustee pursuant to Section 8.02(a)(ii).


                                      -9-
<PAGE>
      "TRUST SPREAD ACCOUNT RELEASE AMOUNT" means, with respect to any Payment
Date, an amount equal to (R-(T*A)) / (1-T), where:

                  R        = the balance on deposit in the Trust Spread Account
                           after deducting any amounts to be transferred from
                           the Trust Spread Account to the Collection Account on
                           such Payment Date pursuant to Section 8.04(b)(i);

                  T  =     Interest Rate; and

                  A        = the Outstanding Amount on such Payment Date after
                           accounting for any payments of principal to be made
                           as a result of the receipt of distributions with
                           respect to the Underlying Certificates and before
                           payments from the Trust Spread Account.

      "UNDERLYING CERTIFICATES" has the meaning specified in the Sale and
Assignment Agreement.

      "UNDERLYING SECURITIZATION TRANSACTIONS" means the transactions set forth
in Schedule I to the Sale and Assignment Agreement.

      "UNITED STATES" means the United States of America.

      Section 1.02 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


                                      -10-
<PAGE>
            Indenture are references to Sections, subsections and Schedules in
            or to this Indenture unless otherwise specified.

      Section 1.03 Accounting Terms. All accounting terms used but not
specifically defined herein shall be construed in accordance with generally
accepted accounting principles in the United States of America.

                                   ARTICLE II

                                    THE NOTES

      Section 2.01 Form. The Notes, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth as
Exhibit 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.

      Each Note shall be dated the date of its authentication. The terms of the
Notes set forth in Exhibit B hereto are part of the terms of this Indenture.

      Section 2.02 Execution, Authentication and Delivery. The Notes shall be
executed on behalf of the Issuer by an Authorized Officer of the Owner Trustee,
as provided in the Trust Agreement. The signature of any such Authorized Officer
on the Notes may be manual or facsimile. Notes bearing the manual or facsimile
signature of individuals who were at any time Authorized Officers of the Issuer
shall bind the Issuer, notwithstanding that such individuals or any of them have
ceased to hold such offices prior to the authentication and delivery of such
Notes or did not hold such offices at the date of such Notes.

      The Indenture Trustee shall, upon receipt of an Issuer Order, authenticate
and deliver for original issue $75,000,000 initial Outstanding Amount of Notes.
The Outstanding Amount of Notes outstanding at any time may not exceed such
amount, 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 $250,000 and in
integral multiples of $1,000 in excess thereof.

      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. Pending the preparation of definitive Notes,
the Issuer may execute, and upon receipt of an Issuer Order the Indenture
Trustee shall authenticate and deliver,


                                      -11-
<PAGE>
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.

      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. 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 "NOTE REGISTRAR" for the purpose of registering Notes
and transfers of Notes as herein provided. Upon any resignation of any Note
Registrar, the Issuer shall promptly appoint a successor or, if it elects not to
make such an appointment, assume the duties of Note Registrar.

      If a Person other than the 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 Holders of the Notes and the
principal amounts and number of such Notes.

      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 Note Holder
shall obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes in any authorized
denominations, of a like aggregate principal amount.

      At the option of the Holder, Notes may be exchanged for other Notes 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 Holder shall obtain from the Indenture Trustee, the
Notes which the Holder making the exchange is entitled to receive.

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


                                      -12-
<PAGE>
      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.

      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 9.05 not
involving any transfer.

      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. If (i) the
Indenture Trustee receives evidence to its satisfaction of the destruction, loss
or theft of any Note and the Indenture Trustee receives the security or
indemnity it requires to hold the Issuer and the Indenture Trustee harmless or
(ii) any mutilated Note is surrendered to the Indenture Trustee, 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; 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
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 or the Indenture Trustee in
connection therewith.

      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.

      Every replacement Note issued pursuant to this Section in replacement of
any mutilated, destroyed, lost or stolen Note shall constitute an original
additional contractual obligation of the Issuer, whether or not the mutilated,
destroyed, lost or stolen Note shall be at any time enforceable by anyone, and
shall be


                                      -13-
<PAGE>
entitled to all the benefits of this Indenture equally and proportionately with
any and all other Notes duly issued hereunder.

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

      Section 2.06 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Indenture Trustee 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 Indenture Trustee nor any of their respective agents
shall be affected by notice to the contrary.

      Section 2.07 Payment of Principal and Interest; Defaulted Interest.

      (a) The Notes shall accrue interest during each Interest Accrual Period at
the Interest Rate, and such interest shall be payable on each Payment Date, as
specified in such Notes, subject to Section 3.01 and the priority of payments
set forth in Section 8.06. 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 Interest Rate, subject to Section 3.01 and the priority of payments set
forth in Section 8.06. Interest on the Notes shall be calculated on the basis of
a 360-day year of twelve 30-day months. 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 Stated
Maturity Date, as the case may be (and except for the Redemption Price for any
Note called for redemption pursuant to Section 10.01), 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 Section 8.06. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not previously
paid, on the earlier of:

            (i) the Stated Maturity Date;

            (ii) the Redemption Date; or


                                      -14-
<PAGE>
            (iv) if an Event of Default shall have occurred and be continuing,
      the date on which the Holders representing not less than a majority of the
      Outstanding Amount of the Notes have declared the Notes to be immediately
      due and payable in the manner provided in Section 5.02.

All principal payments on the Notes shall be made pro rata to the Note Holders
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 notifies the Indenture Trustee in writing 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 9.01(c) 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
Note Holders as provided in Section 10.02. In addition, the Administrator shall
notify the Rating Agency upon the final payment of interest and principal of the
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 canceled by the Indenture Trustee. The Issuer may at any time deliver
to the Indenture Trustee for cancellation any Notes previously authenticated and
delivered hereunder which the Issuer may have acquired in any manner whatsoever,
and all Notes so delivered shall be promptly canceled by the Indenture Trustee.
No Notes shall be authenticated in lieu of or in exchange for any Notes canceled
as provided in this Section, except as expressly permitted by this Indenture.
All canceled Notes may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and the Notes have not
been previously disposed of by the Indenture Trustee.

      Section 2.09 Book-Entry Notes. The Notes, upon original issuance, will be
issued in the form of a typewritten Note or Notes representing the Book-Entry
Notes, to be delivered to DTC, the initial Depository, by, or on behalf of, the
Issuer. 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


                                      -15-
<PAGE>
            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 Holders of Notes
            evidencing a specified percentage of the Outstanding Amount, the
            Clearing Agency shall be deemed to represent such percentage only to
            the extent that it has received instructions to such effect from the
            Note Owners and/or the 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 Note Holders 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 Holders of the Notes to the Clearing Agency, and
shall have no obligation to the Note Owners.

      Section 2.11 Definitive Notes. If (i) the Administrator advises the
Indenture Trustee in writing that the Clearing Agency is no longer willing or
able to properly discharge its responsibilities 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, Note
Owners representing in the aggregate a majority of the Outstanding Amount of all
the 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, the Indenture Trustee shall recognize the Holders of the Definitive Notes
as Note Holders hereunder.


                                      -16-
<PAGE>
      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 Restrictions on Transfer.

      (a) The Notes have not been registered or qualified under the Securities
Act or any other applicable securities laws. No Note may be transferred unless
such Note is resold (i) pursuant to a valid registration statement under the
Securities Act and any applicable state securities or "Blue Sky" laws or (ii)
pursuant to Rule 144A under the Securities Act, in compliance with any
applicable state securities or "Blue Sky" laws.

      (b) Each Holder of the Notes (except if the Notes have been transferred
pursuant to a registration statement that has been declared effective under the
Securities Act), by accepting the Notes (and each Note Owner by its acceptance
of an interest in the applicable Book-Entry Note), will be deemed to have
acknowledged, represented to and agreed with the Issuer as follows:

            (1) It is acquiring the Notes, or any beneficial interest in the
Notes, for its own account or for an account with respect to which it exercises
sole investment discretion, and that it or such account is a Qualified
Institutional Buyer acquiring the Notes, or any beneficial interest in the
Notes, for investment purposes and not for distribution.

            (2) It acknowledges that the Notes have not been registered under
the Securities Act or any applicable securities law, and may not be sold except
as permitted below.

            (3) It understands and agrees (x) that such Notes are being offered
only in a transaction not involving any public offering within the meaning of
the Securities Act and (y) that (A) if it decides to resell, pledge or otherwise
transfer such Notes, or any beneficial interest in the Notes, on which the
applicable legend set forth below appears, such Notes, or any beneficial
interest in the Notes, may be resold, pledge or transferred only (i) to the
Issuer, (ii) so long as such Notes are eligible for resale pursuant to Rule
144A, to a person whom the transferor reasonably believes is a Qualified
Institutional Buyer that purchases for its own account or for the account of a
Qualified Institutional Buyer to whom notice is given that the resale, pledge or
transfer is being made in reliance on Rule 144A or (iii) pursuant to an
effective registration statement under the Securities Act, in each case in
accordance with any applicable securities laws of any state of the United States
or other jurisdictions; and (B) the transferee will, and each subsequent holder
is required to, notify any purchaser of Notes, or any beneficial interest in the
Notes, from it of the resale restrictions referred to above, if then applicable.

            (4) It understands that the notification requirements referred to in
(3) above will be satisfied by virtue of the fact that the legend set forth on
the form of Note attached hereto as Exhibit B will be placed on the Notes unless
otherwise agreed by the Issuer.


                                      -17-
<PAGE>
            (5) It (i) has such knowledge and experience in financial and
business matters as to be capable of evaluating the merits and risks of its
prospective investment in the Notes; and (ii) has the ability to bear the
economic risks of its prospective investment and can afford the complete loss of
such investment.

            (6) If it is acquiring the Notes, or any beneficial interest in the
Notes, as a fiduciary or agent for one or more investor accounts, it represents
that it has sole investment discretion with respect to each such account and it
has full power to make the foregoing acknowledgments, representations,
warranties and agreements on behalf of each such account.

            (7) It is not, and is not acquiring the Notes, or any beneficial
interest in the Notes, on behalf of or with the assets of, a Benefit Plan.

      (c) The Indenture Trustee shall have no liability to the Issuer, any Note
Holder, or any other Person arising from a transfer of any Note in reliance upon
the deemed representations, in Section 2.12(b) above. Neither the Issuer nor the
Indenture Trustee is obligated to register or qualify the Notes under the
Securities Act or any other securities law.

      (d) Promptly after receipt, the Indenture Trustee shall furnish to a
requesting Holder, or any prospective owner designated by such Holder, the
information required to be delivered to Holders and prospective owners of Notes
in connection with resales of the Notes to permit compliance with Rule 144A of
the Securities Act in connection with such resales. Such information with
respect to the Notes shall be provided to the Indenture Trustee as provided in
the Administration Agreement.

      Section 2.13 Release of Collateral. Subject to Section 11.01 and the terms
of the Basic Documents, the Indenture Trustee shall release Collateral from the
lien of this Indenture only upon receipt of an Issuer Request accompanied by an
Officer's Certificate and an Opinion of Counsel required by Section 11.01.

      Section 2.14 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 Collateral. The Issuer, by entering
into this Indenture, and each Note Holder, 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.
Notwithstanding such treatment, the Issuer will withhold from amounts payable to
non-U.S. Note Holders pursuant to Section 3.03(v).


                                      -18-
<PAGE>
                                   ARTICLE III

                                    COVENANTS

      Section 3.01 Payment of Principal and Interest. The Issuer will duly and
punctually pay the principal of and interest, if any, on the Notes in accordance
with the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.06, the Issuer will cause to be distributed all funds on
deposit in the Collection Account on a Payment Date for the benefit of the
Notes, to the Note Holders. Amounts properly withheld under the Code by any
Person from a payment to any Note Holder of interest and/or principal shall be
considered as having been paid by the Issuer to such Note Holder for all
purposes of this Indenture.

      Section 3.02 Maintenance of Office or Agency. The Issuer will 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.

      As provided in Section 8.06, all payments of amounts due and payable with
respect to any Notes that are to be made from amounts withdrawn from the
Collection Account (after required transfers thereto from the other Trust
Accounts) shall be made on behalf of the Issuer by the Paying Agent (including
the Indenture Trustee when serving as a Paying Agent), and no amounts so
withdrawn from the Collection Account for payments of Notes shall be paid over
to the Issuer except as provided in this Section.

      The Notes shall be non-recourse obligations of the Issuer and shall be
limited in right of payment to amounts available from the Collateral 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.

      The Issuer will cause each Paying Agent other than the Indenture Trustee
to execute and deliver to the Indenture Trustee 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


                                      -19-
<PAGE>
            to such Persons or otherwise disposed of as herein provided and pay
            such sums to such Persons 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.

      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 money.

      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).


                                      -20-
<PAGE>
      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 Collateral.

      Section 3.05 Protection of Collateral. The Issuer intends the security
interest Granted pursuant to this Indenture in favor of the Indenture Trustee on
behalf of the Note Holders to be prior to all other liens in respect of the
Collateral, and the Issuer shall take all actions necessary to obtain and
maintain, for the benefit of the Indenture Trustee on behalf of the Note
Holders, a first lien on and a first priority, perfected security interest in
the Collateral. 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 Administrator 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
            Collateral;

                  (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 Collateral;

                  (v) preserve and defend title to the Collateral and the rights
            of the Indenture Trustee and the Note Holders in such Collateral
            against the claims of all persons and parties; or

                  (vi) pay all taxes or assessments levied or assessed upon the
            Collateral 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 and the
Indenture Trustee shall execute all financing statements, continuation
statements or other instruments required to be executed pursuant to this section
upon written notice and instructions from the Issuer.

      Section 3.06 Opinions as to Collateral.

      (a) On the Closing Date, promptly after the execution and delivery of this
Indenture, the Issuer shall furnish to the Indenture Trustee an Opinion of
Counsel to the effect that, in the opinion of such counsel, either (i) all
financing statements and continuation statements have been executed and filed
that are


                                      -21-
<PAGE>
necessary to perfect the Indenture Trustee's security interest in the Collateral
for the benefit of the Note Holders, 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 Closing
Date, the Issuer shall furnish to the Indenture Trustee an Opinion of Counsel,
dated as of a date during such 90-day period, to the effect that, in the opinion
of such counsel, either (i) all financing statements and continuation statements
have been executed and filed that are necessary to continue the Indenture
Trustee's perfected security interest in the Collateral for the benefit of the
Note Holders, 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.

      Section 3.07 Performance of Obligations.

      (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 Collateral 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 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 Administrator. Initially, the Issuer has
contracted with 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 Collateral, 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 Sale and
Assignment 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 and the
Holders of at least a majority of the Outstanding Amount of the Notes.

      (d) The Issuer agrees that it will not waive timely performance or
observance by the Seller of its respective duties under the Basic Documents if
any such waiver would adversely affect the Holders of the Notes.

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


                                      -22-
<PAGE>
                  (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
            Collateral, unless directed to do so by the Indenture Trustee;

                  (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 Note Holder by reason of the payment of the taxes levied or
            assessed upon any part of the Collateral;

                  (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 Collateral or any part
            thereof or any interest therein or the proceeds thereof (other than
            tax liens and other liens that arise by operation of law), (C)
            permit the lien created by this Indenture not to constitute a valid
            first priority (other than with respect to any such tax or other
            lien) security interest in the Collateral; or

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

      Section 3.09 Reporting by the Administrator.

      No later than 3:00 p.m. New York City time on each Administrator Report
Date, the Issuer shall cause the Administrator to deliver (by telex, facsimile,
electronic transmission, first class mail, overnight courier or personal
delivery) to the Issuer, the Trust Agent and the Indenture Trustee a statement
(the "PAYMENT DATE STATEMENT") setting forth with respect to the next succeeding
Payment Date:

                  (i) the Note Interest Payment Amount, if any, for such Payment
            Date;

                  (ii) the Note Principal Payment Amount, if any, for such
            Payment Date;

                  (iii) the amount to be on deposit in the Trust Spread Account
            on such Payment Date, before and after giving effect to deposits
            thereto and withdrawals therefrom to be made in respect of such
            Payment Date;

                  (iv) the amount of the withdrawal, if any, required to be made
            from the Trust Spread Account by the Indenture Trustee pursuant to
            Section 8.04(b);

                  (v) the amount of fees paid to the Owner Trustee, the
            Indenture Trustee and Trust Agent on such Payment Date; and


                                      -23-
<PAGE>
                  (vi) the amount of any Note Interest Carryover Shortfall on
            such Payment Date and the change in such amount from that with
            respect to the immediately preceding Payment Date.

      Section 3.10 Annual Statement as to Compliance. The Issuer will deliver to
the Indenture Trustee, on or before 120 days after December 31 of each year
(commencing with December 31, 2002) until the Outstanding Amount of the Notes
has reduced to zero, an Officer's Certificate stating, as to the Authorized
Officer signing such Officer's Certificate, that:

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

                  (ii) to the best of such Authorized Officer's knowledge, based
            on such review, the Issuer has complied with all conditions and
            covenants under this Indenture throughout such annual period, 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 3.11 Issuer May Consolidate, etc. Only on Certain Terms.

      (a) The Issuer shall not consolidate or merge with or into any other
Person without the prior written consent of the holders of not less than 51% of
the Outstanding Amount of the Notes, by Act of such holders delivered to the
Issuer, and unless

                  (i) the Person (if other than the Issuer) formed by or
            surviving such consolidation or merger shall be a Person organized
            and existing under the laws of the United States or any State and
            shall expressly assume, by an indenture supplemental hereto,
            executed and delivered to the Indenture Trustee, in form and
            substance satisfactory to the Indenture Trustee, 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;

                  (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 to the effect that such consolidation or merger
            will not have any material adverse tax consequence to the Trust, any
            Note Holder or any Certificateholder;


                                      -24-
<PAGE>
                  (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
            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
            III 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) 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 Collateral, to any
Person (except as expressly permitted by the Basic Documents), without the prior
written consent of the holders of not less than 51% of the Outstanding Amount of
the Notes, by Act of such holders delivered to the Issuer and the Indenture
Trustee, and 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, in form and substance satisfactory to the Indenture
            Trustee, 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 holders of the Notes, (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
            transference, 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 transference;


                                      -25-
<PAGE>
                  (iv) the Issuer shall have received an Opinion of Counsel
            which shall be delivered to and shall be satisfactory to the
            Indenture Trustee to the effect that such conveyance or transference
            will not have any material adverse tax consequence to the Trust, any
            Note Holder 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
            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
            transference and such supplemental indenture comply with this
            Article III 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) the Person acquiring by conveyance or transference 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 3.12 Successor Transferee.

      (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.11(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 3.11(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 stating that the Issuer
is to be so released.

      Section 3.13 No Other Business. The Issuer shall not engage in (i) any
business other than financing, purchasing, owning, and managing the Underlying
Certificates in the manner contemplated by this Indenture and the other Basic
Documents and activities incidental thereto or (ii) any business or activities
other than those contemplated by Section 2.03 of 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 Onyx, (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, (A) distributions to the


                                      -26-
<PAGE>
Indenture Trustee, the Owner Trustee, the Note Holders and the holders of Trust
Certificates as contemplated by, and to the extent funds are available for such
purpose under, the Sale and Assignment Agreement or the Trust Agreement and (B)
payments to the Indenture Trustee and the Owner Trustee pursuant to Section
1(a)(ii) of the Administration 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 Trust Agent and the Rating Agency prompt written notice
of each Event of Default hereunder and each default on the part of the Seller of
its obligations under the Sale and Assignment Agreement.

      Section 3.16 Further Instruments and Acts. Upon request of the Indenture
Trustee, 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 Sale and Assignment Agreement and Trust
Agreement. The Issuer shall not agree to any amendment to Section 5.01 of the
Sale and Assignment Agreement or Section 11.01 of the Trust Agreement to
eliminate the requirements thereunder that the Holders of the Notes consent to
amendments thereto as provided therein.

                                   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 Note Holders to receive
payments of principal thereof and interest thereon, (iv) Sections 3.03, 3.04,
3.05, 3.07, 3.08, 3.11, 3.12, 3.13, 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) and (vi) the rights of Note Holders as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee
payable to all or any of them, and the Indenture Trustee, on demand of and at
the expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture and release of the Underlying
Certificates from the lien of this Indenture with respect to the Notes, when

      (A) either


                                      -27-
<PAGE>
            (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; or

            (2) all Notes not theretofore delivered to the Indenture Trustee for
      cancellation have become due and payable, and the Issuer has irrevocably
      deposited or caused to be irrevocably deposited with the Indenture Trustee
      cash or direct obligations of or obligations guaranteed by the United
      States (which will mature prior to the date such amounts are payable), in
      trust in an Eligible Account 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 Stated
      Maturity Date or Redemption Date (if Notes shall have been called for
      redemption pursuant to Section 10.01), 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 the
Indenture Trustee for the benefit of the Note Holders under this Indenture or
the Notes; and

      (C) the Issuer has delivered to the Indenture Trustee an Officer's
Certificate and an Opinion of Counsel each meeting the applicable requirements
of Section 11.01(a) and, subject to Section 11.02, each stating that all
conditions precedent herein provided for relating to the satisfaction and
discharge of this Indenture have been complied with.

      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 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 Sale and Assignment 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.


                                      -28-
<PAGE>
                                    ARTICLE V

                           EVENTS OF DEFAULT; REMEDIES

      Section 5.01 Events of Default. "EVENT OF DEFAULT," wherever used herein,
means any one of the following events (whatever the reason for such Event of
Default and whether it shall be voluntary or involuntary or be effected by
operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

      (a) default in the payment of any interest due and payable on the Notes on
the Stated Maturity Date;

      (b) default in the payment of any principal due and payable on the Notes
on the Stated Maturity Date;

      (c) (i) 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 30 days after the Issuer's or Onyx's actual knowledge of
such default or notice thereof shall have been given, by registered or certified
mail, to the Issuer by the Indenture Trustee, or to the Issuer and the Indenture
Trustee by the Holders of at least 25% of the Outstanding Amount of the Notes or
(ii) 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 the Issuer's or Onyx's actual knowledge of such
breach or notice thereof is given to the Issuer by the Indenture Trustee, or to
the Issuer and the Indenture Trustee by the Holders of at least 25% of the
Outstanding Amount of the Notes;

      (d) 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 Collateral 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 Collateral, 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

      (e) 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 Collateral, 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.

      The Issuer shall deliver to the Indenture Trustee, 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


                                      -29-
<PAGE>
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. If an Event of Default shall
have occurred and be continuing, the Indenture Trustee shall, if so requested in
writing by the Holders of Notes representing at least a majority of the
aggregate Outstanding Amount of the Notes declare that all 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. Promptly following any such declaration, the
Indenture Trustee shall provide written notice thereof to the Rating Agency.

      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 Holders of the
Notes, 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 Interest Rate and in addition thereto such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses 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, at the direction of the Holders of Notes representing
at least a majority of the Outstanding Amount of the Notes, as more particularly
provided in Section 5.04, proceed to protect and enforce the rights of the Note
Holders, 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 Collateral, 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


                                      -30-
<PAGE>
            Trustee (including any claim for reasonable compensation to the
            Indenture Trustee and 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 Note Holders allowed in such Proceedings;

                  (ii) unless prohibited by applicable law and regulations, to
            vote on behalf of the Holders of Notes 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 Note Holders 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 Holders of Notes allowed in
            any judicial proceedings relative to the Issuer, its creditors and
            its property;

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Note Holders 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 Note Holders, 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 Note Holder 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 Note
Holder 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 Holders of the Notes.

      (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 Note Holders, and it
shall not be necessary to make any Note Holder a party to any such Proceedings.


                                      -31-
<PAGE>
      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), at
the direction of the Holders of Notes representing at least a majority of the
Outstanding Amount of the Notes, 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
            Collateral;

                  (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 Note Holders
            under this Indenture or the Notes;

                  (iv) sell or otherwise liquidate the Collateral 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 use the proceeds of such sale or liquidation for distribution in
            accordance with the terms of this Indenture; and

                  (v) maintain possession of the Collateral.

      (b) Notwithstanding the foregoing, in the event that the Indenture Trustee
is acting at the direction of the Holders of Notes representing at least a
majority of the Outstanding Amount of the Notes, such Note Holders shall not
have the right to direct the Indenture Trustee to, and the Indenture Trustee
shall not, liquidate the Collateral in whole or in part unless:

                  (i) an Indenture Event of Default as specified in Section
            5.01(a), (b), (d) or (e) shall have occurred and be continuing; or

                  (ii) (A) an Indenture Event of Default as specified in Section
            5.01(c) shall have occurred and be continuing and (B) the proceeds
            of such sale or liquidation would be sufficient to pay all
            outstanding principal of and accrued interest on the Notes.

      (c) In determining the sufficiency or insufficiency of the proceeds of a
sale or liquidation of the Collateral to pay all amounts required pursuant to
Section 5.04(b)(ii) above, the Indenture Trustee may, but need not, at the sole
expense of the Issuer obtain and rely upon an opinion of an Independent


                                      -32-
<PAGE>
investment banking or accounting firm of national reputation as to the
feasibility of such proposed action and as to the sufficiency of the Collateral
for such purpose.

      (d) In the event that the Indenture Trustee is directed to sell or to
otherwise liquidate the Collateral or any portion thereof or rights or interests
therein pursuant to Section 5.04(a)(iv) above, the Indenture Trustee shall,
prior to any such public or private sales, notify all holders of Trust
Certificates of the proposed sale. Within 15 days of such notice, the holders of
the Trust Certificates may purchase the Collateral at a price equal to the sum
of (i) the outstanding principal balance of the Notes and (ii) any accrued and
unpaid interest on the Notes. If the Collateral is not purchased within such 15
days period, the Indenture Trustee shall sell or otherwise liquidate the
Collateral upon such terms and conditions as the Indenture Trustee shall deem
necessary and desirable to maximize the recovery under the circumstances and, in
connection therewith, shall accept the highest outstanding bid. The Indenture
Trustee may, but need not, utilize the services of third parties in the
valuation and disposition of the Collateral provided any such expenses incurred
in connection therewith are reasonable and at the sole expense of the
Administrator and provided further that the Indenture Trustee may rely on such
third party's determination and shall be protected in so relying. Onyx or any of
its affiliates shall not be precluded from making a bid to acquire the
Collateral.

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

      Section 5.06 Priorities.

      (a) If the Notes have been declared to be due and payable under Section
5.02 following an Event of Default and such declaration and its consequences
have not been rescinded and annulled, any money collected by the Indenture
Trustee with respect to the Collateral 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 Collateral or the Notes shall be applied
on each Payment Date in the following order and priority based solely on the
Payment Date Statement upon which the Indenture Trustee may conclusively rely:

            first, to pay any accrued and unpaid fees and expenses of the Owner
      Trustee, the Indenture Trustee and the Trust Agent (including attorneys
      fees) without preference or priority of any kind; provided that if the
      Event of Default which results in the application of this Section 5.06 is
      an Event of Default described in Section 5.01(c), the maximum aggregate
      amount payable pursuant to this clause first shall be $25,000;

            second, to the Note Holders, to pay accrued interest on the Notes on
      a pro rata basis based on the interest accrued (including, to the extent
      permitted by applicable law, interest accrued on any interest accrued but
      not timely paid) at the Interest Rate;


                                      -33-
<PAGE>
            third, to the Note Holders, to pay principal on the Notes on a pro
      rata basis based on the Outstanding Amount of the Notes, until the
      Outstanding Amount of the Notes is reduced to zero;

            fourth, to pay any remaining accrued and unpaid fees and expenses of
      the Owner Trustee, the Indenture Trustee and the Trust Agent without
      preference or priority of any kind; and

            fifth, any excess amounts remaining after making the distributions
      described in clauses first through fourth to the Certificate Distribution
      Account.

      (b) The Indenture Trustee may fix a record date and payment date for any
payment to Note Holders pursuant to this Section. At least 15 days before such
record date, the Issuer shall mail to each Note Holder 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. No Holder of any Note shall have any
right to institute any Proceeding, judicial or otherwise, with respect to this
Indenture, or for the appointment of a receiver or trustee, or for any other
remedy hereunder, unless:

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

                  (ii) the Holders of not less than 25% of the Outstanding
            Amount of the Notes 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 have offered to the Indenture
            Trustee reasonable indemnity 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 has failed to institute
            such Proceedings; and

                  (v) no direction inconsistent with such written request has
            been given to the Indenture Trustee during such 60-day period by the
            Holders of a majority of the Outstanding Amount of the Notes.

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


                                      -34-
<PAGE>
      In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee shall act at the request of the Holders of such Notes with
the greater Outstanding Amount of Notes; provided, however that if such groups
of Holders of Notes have the same Outstanding Amount of Notes, the Indenture
Trustee in its sole discretion may determine what 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 Note Holders to Receive Principal and
Interest. Notwithstanding any other provisions in this Indenture, the Holder of
any Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and interest on such Note on or after the respective
due dates thereof expressed in such Note or in this Indenture (or, in the case
of redemption of the Notes, 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 but in all cases subject to the
priorities of Section 8.06 or Section 5.06(a), as applicable.

      Section 5.09 Restoration of Rights and Remedies. If the Indenture Trustee
or any Note Holder has instituted any Proceeding to enforce any right or remedy
under this Indenture and such Proceeding has been discontinued or abandoned for
any reason or has been determined adversely to the Indenture Trustee or to such
Note Holder, then and in every such case the Issuer, the Indenture Trustee and
the Note Holders 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 Note Holders
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 or to the Note Holders 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 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 or to the Note Holders may be exercised from time
to time, and as often as may be deemed expedient, by the Indenture Trustee or by
the Note Holders, as the case may be.

      Section 5.12 Control by Note Holders. The Holders of a majority of the
Outstanding Amount of the Notes 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:


                                      -35-
<PAGE>
                  (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 Collateral 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 Note Holders 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 Note Holders not consenting to such action.

      Section 5.13 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.02, the
Holders of Notes representing not less than a majority of the Outstanding Amount
of the Notes may waive any past Default or Event of Default and its consequences
except a Default (a) in the payment 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 and the Holders of the Notes
shall be restored to their former positions and rights hereunder, respectively;
but no such waiver shall extend to any subsequent or other Default or Event of
Default or impair any right consequent thereto.

      Upon any such waiver, such Default 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 reasonable attorneys' fees,
against any party litigant in such suit, having due regard to the merits and
good faith of the claims or defenses made by such party litigant; but the
provisions of this Section shall not apply to (i) any suit instituted by the
Indenture Trustee, (ii) any suit instituted by any Note Holder, or group of Note
Holders, in each case holding in the aggregate more than 10% of the Outstanding
Amount of the Notes or (iii) any suit instituted by any Note Holder for the
enforcement of the payment of principal of or interest on any Note on or after
the respective due dates expressed in such Note and in this Indenture (or, in
the case of redemption, on or after the Redemption Date).

      Section 5.15 Waiver of Stay or Extension Laws. The Issuer covenants (to
the extent that it may lawfully do so) that it will not at any time insist upon,
or plead or, in any manner whatsoever, claim or take the benefit or advantage
of, any stay or extension law wherever enacted, now or at any time hereafter in


                                      -36-
<PAGE>
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 Note Holders 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 Collateral 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 Indenture Trustee to do so and
at the Administrator's expense, the Issuer shall take all such lawful action as
the Indenture Trustee may request to compel or secure the performance and
observance by the Seller of its obligations to the Issuer under or in connection
with the Sale and Assignment Agreement in accordance with the terms thereof, and
to exercise any and all rights, remedies, powers and privileges lawfully
available to the Issuer under or in connection with the Sale and Assignment
Agreement to the extent and in the manner directed by the Indenture Trustee,
including the transmission of notices of default on the part of the Seller
thereunder and the institution of legal or administrative actions or proceedings
to compel or secure performance by the Seller of its obligations under the Sale
and Assignment Agreement.

      (b) If an Event of Default has occurred and is 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 a majority of the Outstanding Amount
of the Notes shall, exercise all rights, remedies, powers, privileges and claims
of the Issuer against the Seller under or in connection with the Sale and
Assignment Agreement, including the right or power to take any action to compel
or secure performance or observance by the Seller of its obligations to the
Issuer thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Assignment 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 has occurred and is continuing, of which a
Responsible Officer of the Indenture Trustee shall have actual knowledge or
written notice, the Indenture Trustee shall exercise the rights and powers
vested in it by this Indenture with the same degree of care and skill in their
exercise as


                                      -37-
<PAGE>
a prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

      (b) Except during the continuance of an Event of Default 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 wilful 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.

      (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


                                      -38-
<PAGE>
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.

      (i) Nothing contained herein shall be deemed to authorize the Indenture
Trustee to engage in any business operations or any activities other than those
set forth in this Indenture. Specifically, the Indenture Trustee shall have no
authority to engage in any business operations, acquire any assets other than
those specifically included in the Collateral under this Indenture or otherwise
vary the assets held by the Trust. Similarly, the Indenture Trustee shall have
no discretionary duties other than performing those ministerial acts set forth
above necessary to accomplish the purpose of this Trust as set forth in this
Indenture.

      (j) 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 a majority of the
Outstanding Amount of the Notes, 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.

      (k) 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.

      (l) 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 Agreement or any agreement referred to herein or any 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 govern mental
charge or any lien or encumbrance of any kind owing with respect to, assessed or
levied against, any part of the Collateral, 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.

      (m) Anything in this Agreement 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.

      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,


                                      -39-
<PAGE>
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 Note Holders, pursuant to the provisions of this
Indenture, unless such Note Holders shall have offered to the Indenture Trustee
reasonable security or indemnity against the costs, expenses and liabilities
which may be incurred therein or thereby; nothing contained herein shall,
however, relieve the Indenture Trustee of the obligation, during the continuance
of an Event of Default of which a Responsible Officer of the Indenture Trustee
shall have actual knowledge, to exercise such of the rights and powers vested in
it by this Indenture, and to use the same degree of care and skill in their
exercise, as a prudent person would exercise or use under the circumstances in
the conduct of such person's own affairs.

      (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
Note Holders; 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


                                      -40-
<PAGE>
of the Indenture Trustee, not reasonably assured to the Indenture Trustee by the
security afforded to it by the terms of this Agreement, the Indenture Trustee
may require reasonable indemnity 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.

      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 Collateral 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 occurs and is continuing and
a Responsible Officer of the Indenture Trustee has actual knowledge or has
received written notice thereof, the Indenture Trustee shall mail to each Note
Holder notice of the Default within five Business Days after obtaining such
actual knowledge or receiving such written notice. 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 a committee of its Responsible Officers in good faith
determines that withholding the notice is in the interests of Note Holders.

      Section 6.06 Reports by Indenture Trustee to Holders. The Indenture
Trustee shall deliver to each Note Holder such information as may be required to
enable such Holder to prepare its federal and state income tax returns.

      Section 6.07 Compensation and Indemnity. The Issuer shall, pursuant to the
provisions of Section 8.06 or Section 5.06(a) as applicable, or shall cause the
Administrator 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 Administrator 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 cause the Administrator to indemnify the Indenture Trustee
against any and all loss, liability or expense (including attorneys' fees)
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


                                      -41-
<PAGE>
the Issuer or the Administrator of its obligations hereunder. The Issuer shall
cause the Administrator to defend any such claim, and the Indenture Trustee may
have separate counsel and the Issuer 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.

      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(d) or (e) 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. The Indenture Trustee may
resign at any time by so notifying the Issuer. The Issuer, upon written notice
to the Indenture Trustee and each of the Note Holders, or the Holders of the
Notes representing at least a majority of the aggregate Outstanding Amount of
the Notes, upon written notice to the Indenture Trustee and the Issuer, may
remove the Indenture Trustee if:

                  (i) the Indenture Trustee fails 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 commences 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 consents 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 makes any assignment for the benefit of
            creditors or fails generally to pay its debts as such debts become
            due or takes any corporate action in furtherance of any of the
            foregoing; or

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

      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, which successor Indenture


                                      -42-
<PAGE>
Trustee shall be approved in writing by the Holders of a majority of the
Outstanding Amount of the Notes, which approval shall not be unreasonably
withheld.

      If a successor Indenture Trustee does not take 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 Amount of
the Notes may petition any court of competent jurisdiction for the appointment
of a successor Indenture Trustee.

      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 Note Holders. The
retiring Indenture Trustee shall promptly transfer all property held by it as
Indenture Trustee to the successor Indenture Trustee at the expense of the
Administrator.

      If the Indenture Trustee fails to comply with Section 6.11, any Note
Holder may petition any court of competent jurisdiction for the removal of the
Indenture Trustee and the appointment of a successor Indenture Trustee.

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

      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.


                                      -43-
<PAGE>
      (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 Collateral may at the time be located, the Indenture Trustee
shall have the power and may execute and deliver all instruments to appoint one
or more Persons to act as a co-trustee or co-trustees, 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 Note Holders, such title to the Collateral, 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 Note Holders 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


                                      -44-
<PAGE>
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; Disqualification.

      (a) The Indenture Trustee shall have a combined capital and surplus of at
least $50,000,000 as set forth in its most recent published annual report of
condition.

      (b) If the long term debt rating of the Indenture Trustee shall not be at
least Baa3 from Moody's, the Rating Agency shall be given notice of such lower
long-term debt rating.

      Section 6.12 Representations and Warranties of Indenture Trustee. The
Indenture Trustee hereby makes the following representations and warranties on
which the Issuer and Note Holders 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; and

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

                                   ARTICLE VII

                         NOTE HOLDERS' LISTS AND REPORTS

      Section 7.01 Access to Names and Addresses of Note Holders. The Issuer
will furnish or cause to be furnished to the Indenture Trustee (i) not more than
five days after the earlier of (a) each Record Date and (b) 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 Holders of Notes as of
such Record Date and (ii) at such other times as the Indenture Trustee may
request in writing, within 10 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. The Indenture Trustee or if the Indenture Trustee is not the Note
Registrar, the Issuer shall furnish such list to any requesting Note Holder at
such times as such Note Holder may reasonably request.

      Section 7.02 Preservation of Information; Communications to Note Holders.


                                      -45-
<PAGE>
      (a) The Indenture Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders of Notes
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.01 and the names and addresses of Holders of Notes received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.01 upon receipt
of a new list so furnished.

      Section 7.03 Fiscal Year of Issuer. Unless the Issuer otherwise
determines, the fiscal year of the Issuer shall end on December 31 of each year.

                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

      Section 8.01 Collection of Money. Except as otherwise expressly provided
herein, the Indenture Trustee may demand payment or delivery of, and shall
receive and collect, directly and without intervention or assistance of any
fiscal agent or other intermediary, all money and other property payable to or
receivable by the Indenture Trustee pursuant to this Indenture. The Indenture
Trustee shall apply all such money received by it as provided in this Indenture.
Except as otherwise expressly provided in this Indenture, if any default occurs
in the making of any payment or performance under any agreement or instrument
that is part of the Collateral, the Indenture Trustee may take such action as
may be appropriate to enforce such payment or performance, including the
institution and prosecution of appropriate Proceedings. Any such action shall be
without prejudice to any right to claim a Default or Event of Default under this
Indenture and any right to proceed thereafter as provided in Article Five.

      Section 8.02 Establishment of Trust Accounts.

      (a) Prior to the Closing Date, the Indenture Trustee shall establish the
following accounts:

                  (i) an account denominated "Collection Account - Residual
            Funding OT 2002-A, JPMorgan Chase Bank, Indenture Trustee" (the
            "COLLECTION ACCOUNT"); and

                  (ii) an account denominated "Trust Spread Account - Residual
            Funding OT 2002-A, JPMorgan Chase Bank, Indenture Trustee" (the
            "TRUST SPREAD ACCOUNT").

      (b) The Trust Accounts shall be Eligible Accounts and relate solely to the
Notes and Trust Certificates and, if applicable, the related Eligible
Investments. The location and account numbers of the Trust Accounts as of the
Closing Date are set forth on Schedule I. The Indenture Trustee shall give the
Issuer, the Owner Trustee and the Trust Agent at least five Business Days'
written notice of any change in the location of any Trust Account and any
related account identification information. All amounts, financial assets and
investment property held in, deposited in or credited to, from time to time, the
Trust Accounts shall be part of the Collateral and all amounts, financial assets
and investment property held in, deposited in or credited to, from time to time,
the Trust Accounts (other than the Certificate Distribution Account) shall be
invested by the Indenture Trustee in Eligible Investments pursuant to Sections
8.03(b) and 8.04(c). In addition, the Indenture Trustee shall not in any way be
held liable by reason of any


                                      -46-
<PAGE>
insufficiency in any of the foregoing Trust Accounts held by or on behalf of the
Indenture Trustee resulting from any investment loss on any Eligible
Investments.

      Section 8.03 Collection Account.

      (a) The Indenture Trustee agrees to deposit or cause to be deposited all
distributions received with respect to the Underlying Certificates into the
Collection Account. The Issuer shall deposit $11,912,117.10 into the Collection
Account on the Closing Date, from funds received from Seller representing an
amount equal to all monies remitted, received or otherwise recovered in respect
of the Underlying Certificates from January 15, 2002 through and including the
Closing Date.

      (b) All funds in the Collection Account shall be invested by the Indenture
Trustee (if the Indenture Trustee maintains the applicable account), or on
behalf of the Indenture Trustee by the depository institution maintaining such
account, in Eligible Investments only upon the written direction from the
Issuer, as described below. Subject to the limitations set forth herein, the
Issuer may direct the depository institution maintaining the Collection Account
in writing (with a copy of such direction to the Indenture Trustee, if the
Indenture Trustee is not the applicable depository institution) to invest funds
in the Collection Account in Eligible Investments. All such investments shall be
in the name of the Indenture Trustee for the benefit of the Note Holders. All
income or other gain from investment of monies deposited in or credited to the
Collection Account shall be included with Available Funds and distributed in
accordance with Section 8.06 as applicable. The maximum permissible maturities
of any investments of funds in the Collection Account on any date shall not be
later than the Business Day immediately preceding the Payment Date next
succeeding the date of such investment. No investment in Eligible Investments
may be sold prior to its maturity.

      (c) In the absence of written direction as provided above, all funds held
in the Collection Account shall remain uninvested.

      Section 8.04 Trust Spread Account.

      (a) The Trust Spread Account will be held for the benefit of the Note
Holders. The Issuer shall deposit, or cause to be deposited, $10,207,500 into
the Trust Spread Account on the Closing Date, from the proceeds received with
respect to the sale of the Notes.

      (b) On each Payment Date, prior to the Payment Date on which the
Outstanding Amount of the Notes has been reduced to zero, the Indenture Trustee
shall withdraw funds from the Trust Spread Account, to the extent funds are on
deposit therein, equal to the sum of:

            (i) the amount, if any, by which the sum of (A) the accrued and
      unpaid fees of the Indenture Trustee, the Owner Trustee and the Trust
      Agent, (B) the Note Interest Payment Amount with respect to such Payment
      Date and (C) if such Payment Date is also the Stated Maturity Date, the
      Outstanding Amount of the Notes exceeds the Available Funds on such
      Payment Date; and

            (ii) the Trust Spread Account Release Amount.


                                      -47-
<PAGE>
On the first Payment Date occurring after the Outstanding Amount of the Notes
has been reduced to zero, the Indenture Trustee shall withdraw all amounts on
deposit in the Trust Spread Account. The Indenture Trustee shall deposit any
funds withdrawn from the Trust Spread Account pursuant to this Section into the
Collection Account to be distributed pursuant to Section 8.06.

      (c) Amounts held in the Trust Spread Account shall be invested in the
manner specified in Section 8.03(b), and such investments shall be made in
accordance with written instructions from the Issuer, provided that, if the
Indenture Trustee does not receive any such written instructions prior to any
date on which an investment decision must be made, the funds held in the Trust
Spread Account will remain uninvested. All such investments shall be in the name
of the Indenture Trustee. All income or other gain from investment of monies
deposited in or credited to the Trust Spread Account shall be maintained in the
Trust Spread Account for the benefit of the Note Holders. The maximum
permissible maturities of any investments of funds in the Trust Spread Account
on any date shall not be later than the Business Day immediately preceding the
Payment Date next succeeding the date of such investment.

      Section 8.05 [Reserved].

      Section 8.06 Distributions.

      On each Payment Date, based solely on the Payment Date Statement upon
which the Indenture Trustee may conclusively rely, the Indenture Trustee shall
distribute all funds on deposit in the Collection Account on such Payment Date
in the following amounts and order of priority:

                  (i) to the Indenture Trustee, the Owner Trustee and the Trust
            Agent, any accrued and unpaid fees of the Indenture Trustee, the
            Owner Trustee and the Trust Agent, respectively, in each case to the
            extent such fees have not been previously paid;

                  (ii) to the Holders of the Notes, the Note Interest Payment
            Amount for such Payment Date, pro rata;

                  (iii) to the Holders of the Notes, the Note Principal Payment
            Amount for such Payment Date, pro rata; and

                  (iv) commencing on the first Payment Date on which the
            Outstanding Amount of the Notes has been reduced to zero, the
            balance to the Certificate Distribution Account to be distributed to
            the Holders of the Trust Certificates, pursuant to the Trust
            Agreement.

      Section 8.07 Statements to Note Holders.

      (a) On each Payment Date, the Indenture Trustee shall include with each
distribution to each Note Holder of record as of the related Record Date and
shall provide to the Trust Agent, on behalf of the Owner Trustee, (i) the report
received from the Administrator pursuant to Section 1(d) of the Administration
Agreement regarding the Underlying Securitization Transactions, and (ii) a
statement,


                                      -48-
<PAGE>
prepared by the Administrator setting forth for such Payment Date the following
information as of the related Payment Date or such Payment Date, as the case may
be:

                  (i) the amount of such payment allocable to principal;

                  (ii) the amount of such payment allocable to interest;

                  (iii) the amount to be on deposit in the Trust Spread Account
            on such Payment Date, before and after giving effect to withdrawals
            therefrom to be made in respect of such Payment Date;

                  (iv) the amount of the withdrawal, if any, required to be made
            from the Trust Spread Account by the Indenture Trustee with respect
            to such Payment Date;

                  (v) the amount of fees paid to the Owner Trustee, the Trust
            Agent and the Indenture Trustee, with respect to such Payment Date;

                  (vi) the amount of any accrued and unpaid interest on such
            Payment Date and the change in such amount from that with respect to
            the immediately preceding Payment Date; and

                  (vii) the Outstanding Amount of the Notes.

Each amount set forth pursuant to subclauses (i) or (ii) above shall be
expressed as a dollar amount per $1,000.00 of original principal amount of a
Note.

      (b) Within a reasonable period of time after the end of each calendar
year, but not later than the latest date permitted by law, the Administrator
shall prepare and furnish to the Issuer, the Indenture Trustee and each Paying
Agent, and the Paying Agent shall furnish to each Person who on any Record Date
during such calendar year shall have been a Holder of a Note, a statement or
statements containing the sum of the amounts set forth in clauses (i) and (ii)
above for such calendar year and such other information as is reasonably
necessary for the preparation of such Person's federal income tax return in
respect of the Notes or, in the event such Person shall have been a Holder of a
Note during a portion of such calendar year, for the applicable portion of such
year, for the purposes of such Note Holder's preparation of federal income tax
returns.

      Section 8.08 Release of Collateral.

      (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


                                      -49-
<PAGE>
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 have
been paid, release any remaining portion of the Collateral 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 Trust Accounts. The
Indenture Trustee shall release property from the lien of this Indenture
pursuant to this Section only upon receipt of an Issuer Request accompanied by
an Officer's Certificate and an Opinion of Counsel meeting the applicable
requirements of Section 11.01.

      Section 8.09 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 8.08(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 Note Holders 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
Collateral. 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 IX

                             SUPPLEMENTAL INDENTURES

      Section 9.01 Supplemental Indentures Without Consent of Note Holders.

      (a) Without the consent of the Holders of any Notes but with prior notice
to the 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, 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;


                                      -50-
<PAGE>
                  (iii) to add to the covenants of the Issuer, for the benefit
            of the Holders of the Notes, or to surrender any right or power
            herein conferred upon the Issuer;

                  (iv) to convey, transfer, assign, mortgage or pledge any
            property to or with the 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 Holders of the Notes without
            the consent of the Holder of each Outstanding Note affected thereby;
            or

                  (vi) to evidence and provide for the acceptance of the
            appointment hereunder by a successor indenture 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.

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

      (b) The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, may, also without the consent of any of the Holders of the Notes but with
prior notice to the 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 Holders of the Notes 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 Note Holder.

      (c) Promptly after the execution by the parties hereto of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Holders of the Notes a copy of such supplemental indenture provided to the
Indenture Trustee by the Administrator. Any failure of the Indenture Trustee to
mail such document, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.

      Section 9.02 Supplemental Indentures With Consent of Note Holders. The
Issuer and the Indenture Trustee, when authorized by an Issuer Order, also may,
with prior notice to the Rating Agency, with the consent of the Holders of not
less than 51% of the Outstanding Amount of the Notes, 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 Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby:


                                      -51-
<PAGE>
      (a) 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;

      (b) 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);

      (c) reduce the percentage of the Outstanding Amount 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;

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

      (e) reduce the percentage of the Outstanding Amount of the Notes, the
consent of the Holders of which is required to direct the Indenture Trustee to
sell or liquidate the Collateral pursuant to Section 5.04;

      (f) decrease the percentage of the Outstanding Amount of the Notes
required to amend this Indenture or the other Basic Documents;

      (g) 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 Collateral
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.

      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.

      It shall be necessary for any Act of Note Holders required under this
Section to approve the proposed supplemental indenture.

      Promptly after the execution by the parties hereto of any supplemental
indenture pursuant to this Section, the Indenture Trustee shall mail to the
Holders of the Notes a copy of such supplemental indenture provided to the
Indenture Trustee by the Administrator. Any failure of the Indenture Trustee to
mail such document, or any defect therein, shall not, however, in any way impair
or affect the validity of any such supplemental indenture.


                                      -52-
<PAGE>
      Section 9.03 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 9.04 Effect of Supplemental Indenture. Upon the execution of any
supplemental indenture pursuant to the provisions hereof, this Indenture shall
be and be deemed to be modified and amended in accordance therewith with respect
to the Notes affected thereby, and the respective rights, limitations of rights,
obligations, duties, liabilities and immunities under this Indenture of the
parties hereto and the Holders of the Notes shall thereafter be determined,
exercised and enforced hereunder subject in all respects to such modifications
and amendments, and all the terms and conditions of any such supplemental
indenture shall be and be deemed to be part of the terms and conditions of this
Indenture for any and all purposes.

      Section 9.05 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 X

                               REDEMPTION OF NOTES

      Section 10.01 Redemption. In the event that the Seller pursuant to Section
4.01(a) of the Sale and Assignment Agreement purchases the Trust Property, 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 Seller or the Issuer shall furnish the Rating Agency
notice of such redemption. If the Notes are to be redeemed pursuant to this
Section, the Issuer shall furnish notice of such election to the Indenture
Trustee not later than 20 days prior to the Redemption Date and the Seller shall
deposit, or cause to be deposited, with the Indenture Trustee in the Collection
Account the Redemption Price of the Notes to be redeemed whereupon the
Underlying Certificates shall be released from the lien of this Indenture and
all Notes shall be due and payable on the Redemption Date upon the furnishing of
a notice complying with Section 10.02 to each Holder of the Notes.

      Section 10.02 Form of Redemption Notice. Notice of redemption under
Section 10.01 shall be given by the Indenture Trustee by first-class mail,
postage prepaid, mailed not less than fifteen days prior


                                      -53-
<PAGE>
to the Redemption Date to each Holder of Notes, as of the close of business on
the Record Date preceding the Redemption Date, at such Holder's address
appearing in the Note Register. In addition, the Administrator shall notify the
Rating Agency upon the redemption of the Notes, pursuant to Section 1(a)(i)(AA)
of the Administration Agreement.

      All notices of redemption shall state:

                  (i) the Redemption Date;

                  (ii) the Redemption Price; and

                  (iii) the place where such Notes are to be surrendered for
            payment of the Redemption Price (which shall be the office or agency
            of the Issuer to be maintained as provided in Section 3.02).

      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 10.03 Notes Payable on Redemption Date. The Notes or portions
thereof to be redeemed shall, following notice of redemption (if any) as
required by Section 10.02, on the Redemption Date become due and payable at the
Redemption Price and (unless there shall be a 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 XI

                                  MISCELLANEOUS

      Section 11.01 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 and (ii) an Opinion of Counsel stating
that in the opinion of such counsel all such conditions precedent, if any, have
been complied with meeting the applicable requirements of this Section.
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:


                                      -54-
<PAGE>
                  (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) 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 an Officer's Certificate certifying or 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.

      Section 11.02 Form of Documents Delivered to Indenture Trustee. In any
case where several matters are required to be certified by, or covered by an
opinion of, any specified Person, it is not necessary that all such matters be
certified by, or covered by the opinion of, only one such Person, or that they
be so certified or covered by only one document, but one such Person may certify
or give an opinion with respect to some matters and one or more other such
Persons as to other matters, and any such Person may certify or give an opinion
as to such matters in one or several documents.

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

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

      Whenever in this Indenture, in connection with any application or
certificate or report to the Indenture Trustee, 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


                                      -55-
<PAGE>
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 VI.

      Section 11.03 Acts of Note Holders.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or other action provided by this Indenture to be given or taken by Note Holders
may be embodied in and evidenced by one or more instruments of substantially
similar tenor signed by such Note Holders 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 Note Holders
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.

      (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 11.04 Notices, etc., to Indenture Trustee, Issuer and Rating
Agency.

      (a) Any request, demand, authorization, direction, notice, consent, waiver
or Act of Note Holders 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 Note Holders is to be made upon,
given or furnished to or filed with:

                  (i) the Indenture Trustee by any Note Holder or by the Issuer
            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;


                                      -56-
<PAGE>
                  (ii) the Issuer by the Indenture Trustee or by any Note Holder
            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: Onyx
            Acceptance Residual Funding Owner Trust 2002-A, in care of Bankers
            Trust (Delaware), as Owner Trustee, 1011 Centre Road, Suite 200,
            Wilmington, Delaware 19805-1266, Attention: Corporate Trust
            Administration Department, or at any other address furnished in
            writing to the Indenture Trustee by the Issuer; or

      (b) Notices required to be given to the Rating Agency 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 the following address: Moody's Investors Service, Inc., 99 Church
Street, New York, New York 10007, Attention: Asset Backed Surveillance
Department; or at such other address as shall be designated by written notice to
the other parties.

      Section 11.05 Notices to Note Holders; Waiver. Where this Indenture
provides for notice to Note Holders 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 Note Holder 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 Note Holders is given by mail,
neither the failure to mail such notice nor any defect in any notice so mailed
to any particular Note Holder shall affect the sufficiency of such notice with
respect to other Note Holders, and any notice that is mailed in the manner
herein provided shall conclusively be presumed to have been duly given.

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

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

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

      Section 11.06 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.


                                      -57-
<PAGE>
      Section 11.07 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

      Section 11.08 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 11.09 Severability. In case any provision in this Indenture or in
the Notes shall be invalid, illegal or unenforceable, the validity, legality and
enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.

      Section 11.10 Benefits of Indenture. The Seller and its successors and
assigns shall be a third- party beneficiary to the provisions of this Indenture,
and shall be entitled to rely upon and directly to enforce such provisions of
this Indenture. 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 Note Holders, and any other party secured hereunder, and any
other Person with an ownership interest in any part of the Collateral, any
benefit or any legal or equitable right, remedy or claim under this Indenture.

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

      Section 11.12 Governing Law. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS,
AND REMEDIES OF THE PARTIES UNDER THIS INDENTURE SHALL BE DETERMINED IN
ACCORDANCE WITH SUCH LAWS.

      Section 11.13 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 11.14 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Indenture Trustee or any other counsel reasonably
acceptable to the Indenture Trustee) to the effect that such recording is
necessary either for the protection of the Note Holders or any other Person
secured hereunder or for the enforcement of any right or remedy granted to the
Indenture Trustee under this Indenture.

      Section 11.15 Trust Obligation. The parties hereto, by entering into this
Indenture, and each Note Holder, by accepting a Note or a beneficial interest in
a Note, hereby covenant and agree that 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, the Owner Trustee or the


                                      -58-
<PAGE>
Trust Agent, in its individual capacity, or the Seller or the Administrator (ii)
any owner of a beneficial interest in the Issuer or (iii) any partner, owner,
beneficiary, agent, officer, director or employee of the Indenture Trustee, the
Owner Trustee or the Trust Agent, in its individual capacity, or the Seller or
the Administrator, any holder of a beneficial interest in the Issuer, the Owner
Trustee, the Trust Agent, the Indenture Trustee, the Seller or the Administrator
or of any successor or assign of such Persons, except as any such Person may
have expressly agreed (it being understood that the Indenture Trustee, the Owner
Trustee and the Trust Agent have no such obligations in their individual
capacity) and except that any such partner, owner or beneficiary shall be fully
liable, to the extent provided by applicable law, for any unpaid consideration
for stock, unpaid capital contribution or failure to pay any installment or call
owing to such entity. For all purposes of this Indenture, in the performance of
any duties or obligations of the Issuer hereunder, the Owner Trustee shall be
subject to, and entitled to the benefits of, the terms and provisions of
Articles VI, VII and VIII of the Trust Agreement.

      Section 11.16 No Petition. The parties hereto, by entering into this
Indenture, and each Note Holder, 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 11.17 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Indenture Trustee or of any
Note Holder, during the Issuer's normal business hours, to examine all the books
of account, records, reports and other papers of the Issuer, to make copies and
extracts therefrom, to cause such books to be audited by independent certified
public accountants, and to discuss the Issuer's affairs, finances and accounts
with the Issuer's officers, employees and independent certified public
accountants, all at such reasonable times and as often as may be reasonably
requested. The Indenture Trustee shall and shall cause its representatives to
hold in confidence all such information except to the extent disclosure may be
required by law (and all reasonable applications for confidential treatment are
unavailing) and except to the extent that the Indenture Trustee may reasonably
determine that such disclosure is consistent with its obligations hereunder.

      Section 11.18 Limitation of Liability of Owner Trustee. Notwithstanding
anything contained herein to the contrary, this instrument has been
countersigned by Bankers Trust (Delaware) not in its individual capacity but
solely in its capacity as Owner Trustee of the Issuer and in no event shall
Bankers Trust (Delaware) 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 Agreement, in the performance of any duties or obligations of the Issuer
hereunder, the Owner Trustee shall be subject to, and entitled to the benefits
of, the terms and provisions of Articles VI, VII and VIII of the Trust
Agreement. Notwithstanding anything herein to the contrary, Section 2.07 of the
Trust Agreement shall remain in full force and effect.


                                      -59-
<PAGE>
                  [Remainder of Page Intentionally Left Blank]


                                      -60-
<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.


                          ONYX ACCEPTANCE RESIDUAL FUNDING
                          OWNER TRUST-2002-A

                          By: BANKERS TRUST (DELAWARE),
                          not in its individual capacity but solely on
                          behalf of the Issuer as Owner Trustee under the
                          Trust Agreement

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


                          JPMORGAN CHASE BANK,
                          not in its individual capacity but solely as Indenture
                          Trustee

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


                                      -61-
<PAGE>
                                   SCHEDULE I

                 LOCATION AND ACCOUNT NUMBERS OF TRUST ACCOUNTS

Location:                  JPMorgan Chase Bank
Account Number:            507947541 Sub-account # 161384.3
Name of Account Holder:    Collection Account - Residual Funding OT 2002-A,
                           JPMorgan Chase Bank, Indenture Trustee

Location:                  JPMorgan Chase Bank
Account Number:            507947541 Sub-account # 161384.2
Name of Account Holder:    Trust Spread Account - Residual Funding OT 2002-A,
                           JPMorgan Chase Bank, Indenture Trustee
<PAGE>
                                    EXHIBIT A

                            FORM DEPOSITORY AGREEMENT

                              [Begins on Next Page]
<PAGE>
                                    EXHIBIT B

                                  FORM OF NOTE