Execution Copy

================================================================================





                            CENTREX AUTO TRUST 1996-B


                            6.15% Asset Backed Notes




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


                                    INDENTURE

                          Dated as of December 14, 1996


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


                              THE BANK OF NEW YORK
                                     Trustee




================================================================================


<PAGE>

                            CROSS REFERENCE TABLE(1)

  TIA                                                                Indenture
Section                                                               Section

310 (a)  (1)    .....................................................  6.11
    (a)  (2)    .....................................................  6.11
    (a)  (3)    .....................................................  6.10
    (a)  (4)    .....................................................  N.A.(2)
    (a)  (5)    .....................................................  6.11
    (b)         .....................................................  6.8; 6.11
    (c)         .....................................................  N.A.
311 (a)         .....................................................  6.12
    (b)         .....................................................  6.12
    (c)         .....................................................  N.A.
312 (a)         .....................................................  7.1
    (b)         .....................................................  7.2
    (c)         .....................................................  7.2
    (d)         .....................................................  7.4
313 (a)         .....................................................  7.4
    (b)  (1)    .....................................................  7.4
    (b)  (2)    .....................................................  11.5
    (c)         .....................................................  7.4
    (d)         .....................................................  7.3
314 (a)         .....................................................  3.9;11.15
    (b)         .....................................................  11.1
    (c)  (1)    .....................................................  11.1
    (c)  (2)    .....................................................  11.1
    (c)  (3)    .....................................................  11.1
    (d)         .....................................................  11.1
    (e)         .....................................................  11.1
    (f)         .....................................................  11.1
315 (a)         .....................................................  6.1
    (b)         .....................................................  6.5;11.5
    (c)         .....................................................  6.1
    (d)         .....................................................  6.1
    (e)         .....................................................  5.13
316 (a)  (last sentence).............................................  2.7

----------
1    Note: This Cross Reference Table shall not, for any purpose, be deemed to
     be part of this Indenture.

2    N.A. means Not Applicable.

<PAGE>

    (a)  (1) (A).....................................................  5.11
    (a)  (1) (B).....................................................  5.12
    (a)  (2)    .....................................................  N.A.
    (b)         .....................................................  5.7
    (c)         .....................................................  N.A
317 (a)  (1)    .....................................................  5.3
    (a)  (2)    .....................................................  5.3(2)
    (b)         .....................................................  3.3
318 (a)         .....................................................  11.7

----------
2    N.A. means Not Applicable.

<PAGE>

                                TABLE OF CONTENTS

                                                                            Page

                                    ARTICLE I

                   Definitions and Incorporation by Reference

SECTION 1.1    Definitions.................................................   2
SECTION 1.2    Incorporation by Reference of Trust Indenture Act...........   8
SECTION 1.3    Rules of Construction.......................................   9
                                                                             
                                   ARTICLE II

                                    The Notes
                                                                             
SECTION 2.1    Form........................................................   9
SECTION 2.2    Execution, Authentication and Delivery......................   9
SECTION 2.3    Temporary Notes.............................................  10
SECTION 2.4    Registration; Registration of Transfer and Exchange.........  10
SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes..................  12
SECTION 2.6    Persons Deemed Owner........................................  12
SECTION 2.7    Payment of Principal and Interest; Defaulted Interest.......  13
SECTION 2.8    Cancellation................................................  13
SECTION 2.9    Release of Collateral.......................................  14
SECTION 2.10   Book-Entry Notes............................................  14
SECTION 2.11   Notices to Clearing Agency..................................  15
SECTION 2.12   Definitive Notes............................................  15
SECTION 2.13   Restrictions on Transferability.............................  15
                                                                             

                                   ARTICLE III

                                    Covenants
                                                                             
SECTION 3.1    Payment of Principal and Interest...........................  16
SECTION 3.2    Maintenance of Office or Agency.............................  17
SECTION 3.3    Money for Payments To Be Held in Trust......................  17
SECTION 3.4    Existence...................................................  18
SECTION 3.5    Protection of Trust Estate..................................  19
SECTION 3.6    Opinions as to Trust Estate.................................  19
SECTION 3.7    Performance of Obligations; Servicing of Receivables........  20
SECTION 3.8    Negative Covenants..........................................  22
SECTION 3.9    Annual Statement as to Compliance...........................  22
SECTION 3.10   Issuer May Consolidate, Etc. Only on Certain Terms..........  23


                                       (i)

<PAGE>

SECTION 3.11   Successor or Transferee.....................................  24
SECTION 3.12   No Other Business...........................................  25
SECTION 3.13   No Borrowing................................................  25
SECTION 3.14   Servicer's Obligations......................................  25
SECTION 3.15   Guarantees, Loans, Advances and Other Liabilities...........  25
SECTION 3.16   Capital Expenditures........................................  25
SECTION 3.17   [Reserved]..................................................  25
SECTION 3.18   Restricted Payments.........................................  25
SECTION 3.19   Notice of Events of Default.................................  25
SECTION 3.20   Further Instruments and Acts................................  26
                                                                             
                                   ARTICLE IV
                                                                             
                           Satisfaction and Discharge
                                                                             
SECTION 4.1    Satisfaction and Discharge of Indenture.....................  26
SECTION 4.2    Application of Trust Money..................................  27
SECTION 4.3    Repayment of Moneys Held by Paying Agent....................  27
SECTION 4.4    Notice......................................................  27
                                                                             
                                    ARTICLE V
                                                                             
                                    Remedies
                                                                             
SECTION 5.1    Events of Default...........................................  27
SECTION 5.2    Acceleration of Maturity; Rescission and....................  29
SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by
                 Trustee...................................................  29
SECTION 5.4    Remedies; Priorities........................................  31
SECTION 5.5    Optional Preservation of the Receivables....................  33
SECTION 5.6    Limitation of Suits.........................................  33
SECTION 5.7    Unconditional Rights of Noteholders To Receive Principal 
                 and Interest..............................................  34
SECTION 5.8    Restoration of Rights and Remedies..........................  34
SECTION 5.9    Rights and Remedies Cumulative..............................  34
SECTION 5.10   Delay or Omission Not a Waiver..............................  34
SECTION 5.11   Control by Noteholders......................................  34
SECTION 5.12   Waiver of Past Defaults.....................................  35
SECTION 5.13   Undertaking for Costs.......................................  35
SECTION 5.14   Waiver of Stay or Extension Laws............................  36
SECTION 5.15   Action on Notes.............................................  36
SECTION 5.16   Performance and Enforcement of Certain Obligations..........  36


                                      (ii)
<PAGE>
                                                                             
                                   ARTICLE VI
                                                                             
                                   The Trustee
                                                                             
SECTION 6.1    Duties of Trustee...........................................  37
SECTION 6.2    Rights of Trustee...........................................  38
SECTION 6.3    Individual Rights of Trustee................................  38
SECTION 6.4    Trustee's Disclaimer........................................  38
SECTION 6.5    Notice of Defaults..........................................  38
SECTION 6.6    Reports by Trustee to Holders...............................  39
SECTION 6.7    Compensation and Indemnity..................................  39
SECTION 6.8    Replacement of Trustee......................................  39
SECTION 6.9    Successor Trustee by Merger.................................  40
SECTION 6.10   Appointment of Co-Trustee or Separate Trustee...............  41
SECTION 6.11   Eligibility; Disqualification...............................  42
SECTION 6.12   Preferential Collection of Claims Against Issuer............  42
                                                                             
                                   ARTICLE VII
                                                                             
                         Noteholders' Lists and Reports
                                                                             
SECTION 7.1    Issuer To Furnish Trustee Names and Addresses of Noteholders  42
SECTION 7.2    Preservation of Information; Communications to Noteholders..  42
SECTION 7.3    [Reserved (for public deal).................................  43
SECTION 7.4    Reports by Trustee..........................................  43
                                                                             
                                  ARTICLE VIII
                                                                             
                      Accounts, Disbursements and Releases
                                                                             
SECTION 8.1    Collection of Money.........................................  43
SECTION 8.2    Trust Accounts..............................................  43
SECTION 8.3    General Provisions Regarding Accounts.......................  44
SECTION 8.4    Release of Trust Estate.....................................  45
SECTION 8.5    Opinion of Counsel..........................................  45
                                                                             
                                   ARTICLE IX
                                                                             
                             Supplemental Indentures
                                                                             
SECTION 9.1    Supplemental Indentures Without Consent of Noteholders......  46
SECTION 9.2    Supplemental Indentures with Consent of Noteholders.........  47
SECTION 9.3    Execution of Supplemental Indentures........................  48
SECTION 9.4    Effect of Supplemental Indenture............................  49
SECTION 9.5    Conformity With Trust Indenture Act.........................  49
SECTION 9.6    Reference in Notes to Supplemental Indentures...............  49
                                                                             


                                     (iii)
<PAGE>

                                    ARTICLE X
                                                                             
                               Redemption of Notes
                                                                             
SECTION 10.1   Redemption..................................................  49
SECTION 10.2   Form of Redemption Notice...................................  50
SECTION 10.3   Notes Payable on Redemption Date............................  50
                                                                             
                                   ARTICLE XI
                                                                             
                                  Miscellaneous
                                                                             
SECTION 11.1   Compliance Certificates and Opinions, etc...................  51
SECTION 11.2   Form of Documents Delivered to Trustee......................  52
SECTION 11.3   Acts of Noteholders.........................................  53
SECTION 11.4   Notices, etc., to Trustee, Issuer and Rating Agencies.......  54
SECTION 11.5   Notices to Noteholders; Waiver..............................  54
SECTION 11.6   Alternate Payment and Notice Provisions.....................  55
SECTION 11.7   Conflict with Trust Indenture Act...........................  55
SECTION 11.8   Effect of Headings and Table of Contents....................  55
SECTION 11.9   Successors and Assigns......................................  55
SECTION 11.10  Separability................................................  56
SECTION 11.11  Benefits of Indenture.......................................  56
SECTION 11.12  Legal Holidays..............................................  56
SECTION 11.13  GOVERNING LAW...............................................  56
SECTION 11.14  Counterparts................................................  56
SECTION 11.15  Recording of Indenture......................................  56
SECTION 11.16  Trust Obligation............................................  56
SECTION 11.17  No Petition.................................................  57
SECTION 11.18  Inspection..................................................  57

Testimonium, Signatures and Seals

Exhibit A  Schedule of Receivables
Exhibit B  Form of Sale and Servicing Agreement
Exhibit C  Form of Note Depository Agreement
Exhibit D  Form of Note


                                      (iv)
<PAGE>

                              INDENTURE dated as of December 14, 1996, between
                    CENTREX AUTO TRUST 1996-B, a Delaware business trust (the
                    "Issuer"), and THE BANK OF NEW YORK, a New York banking
                    corporation, as trustee and not in its individual capacity
                    (the "Trustee").

          Each party agrees as follows for the benefit of the other party and
for the equal and ratable benefit of the Holders of the Issuer's 6.15% Asset
Backed Notes (the Notes"):

                                 GRANTING CLAUSE

          The Issuer hereby Grants to the Trustee at the Closing Date, as
Trustee for the benefit of the Holders of the Notes, a security in and to all of
the Issuer's right, title and interest in and to (a) the Receivables, and all
moneys received thereon (other than any proceeds from any Dealer commission), on
or after the Cutoff Date and, with respect to Receivables which are Actuarial
Receivables, all monies received thereon prior to the Cutoff Date that are due
on or after the Cutoff Date; (b) the security interests in the Financed Vehicles
granted by Obligors pursuant to the Receivables and any other interest of the
Issuer in the Financed Vehicles; (c) any proceeds with respect to claims or any
physical damage, repossession, loss, skip, credit life and credit accident,
vendor's single interest and health insurance policies or certificates relating
to the Financed Vehicles or the Obligors; (d) any refunds for the costs of
extended service contracts with respect to Financed Vehicles, refunds of
unearned premiums with respect to credit life and credit accident and health
insurance policies covering Financed Vehicles or Obligors; (e) any proceeds with
respect to any Receivable repurchased by a Dealer, pursuant to a Dealer
Agreement, as a result of a breach of representation or warranty in the related
Dealer Agreement or a default by an Obligor resulting in the repossession of the
Financed Vehicle under such Dealer Agreement; (f) all funds on deposit from time
to time in the Trust Accounts, including the Reserve Account Initial Deposit,
and in all investments and proceeds thereof (including all income thereon); (g)
the Sale and Servicing Agreement and the Loan Purchase Agreement; and (h) the
proceeds of any and all of the foregoing (collectively, 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, priority or distinction except as
set forth herein, and to secure compliance with the provisions of this
Indenture, all as provided in this Indenture.

          The Trustee, as 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.

<PAGE>

                                    ARTICLE I

                   Definitions and Incorporation by Reference

          SECTION 1.1 Definitions. Except as otherwise specified herein, the
following terms have the respective meanings set forth below for all purposes of
this Indenture.

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

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

          "Authorized Officer" means, with respect to the Issuer and the
Servicer, any officer or agent acting under a power of attorney of the Owner
Trustee or the Servicer, as applicable, who is authorized to act for the Owner
Trustee or the Servicer, as applicable, in matters relating to the Issuer and
who is identified on the list of Authorized Officers delivered by each of the
Owner Trustee and the Servicer to the Trustee on the Closing Date (as such list
may be modified or supplemented from time to time thereafter).

          "Basic Documents" means the Certificate of Trust, the Trust Agreement,
the Sale and Servicing Agreement, the Depository Agreements and other documents
and certificates delivered in connection therewith.

          "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 2.10.

          "Business Day" means any day other than a Saturday, a Sunday or a day
on which banking institutions or trust companies in the City of New York or
Wilmington, Delaware are authorized or obligated by law, regulation or executive
order to remain closed.

          "Certificate of Trust" means the certificate of trust of the Issuer
substantially in the form of Exhibit B to the Trust Agreement.

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


                                      -2-
<PAGE>

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

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

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

          "Corporate Trust Office" means the principal office of the Trustee at
which at any particular time its corporate trust business shall be principally
administered which office at date of the execution of this Agreement is located
at 101 Barclay Street, Floor 12 East, New York, New York 10286, Attention:
Corporate Trust Asset Backed Unit (Telephone: (212) 815-7156; Facsimile: (212)
815-5544) or at such other address as the Trustee may designate from time to
time by notice to the Noteholders, the Servicer and the Issuer, or the principal
corporate trust office of any successor Trustee (the address of which the
successor Trustee will notify the Noteholders and the Issuer).

          "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 2.10.

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

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

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

          "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
remise, release, convey, assign, transfer, create, 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 principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
proceedings in the name of the Granting party or otherwise and generally to do
and receive anything that the Granting party is or may be entitled to do or
receive thereunder or with respect thereto.

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


                                      -3-
<PAGE>

          "Indenture" means this Indenture as amended and supplemented from time
to time.

          "Independent" means, when used with respect to any specified Person,
that the person (a) is in fact independent of the Issuer, any other obligor upon
the Notes, the Depositor and any Affiliate of any of the foregoing persons, (b)
does not have any direct financial interest or any material indirect financial
interest in the Issuer, any such other obligor, the Depositor or any Affiliate
of any of the foregoing Persons and (c) is not connected with the Issuer, any
such other obligor, the Depositor or any Affiliate of any of the foregoing
Persons as an officer, employee, promoter, underwriter, trustee, partner,
director or Person performing similar functions.

          "Independent Certificate" means a certificate or opinion to be
delivered to the Trustee under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1, made by an
Independent appraiser or other expert appointed by an Issuer Order and approved
by the 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 Rate" means 6.15% per annum (computed on the basis of a
360-day year of twelve 30-day months).

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

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

          "Notes" means the 6.15% Asset Backed Notes, substantially in the form
of Exhibit D.

          "Note Depository Agreement" means the agreement among the Issuer, the
Trustee, the Servicer and The Depository Trust Company, as the initial Clearing
Agency, dated one Business Day prior to Closing Date, substantially in the form
of Exhibit C.

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

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


                                      -4-
<PAGE>

          "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.1 and TIA ss. 314, and
delivered to the Trustee. Unless otherwise specified, any reference in this
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of the Issuer.

          "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 Issuer and who shall be satisfactory to the Trustee, and which
opinion or opinions shall be addressed to the Trustee as Trustee, shall comply
with any applicable requirements of Section 11.1, and shall be in form and
substance satisfactory to the 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 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
          therefor, satisfactory to the Trustee); 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 Trustee is presented that any such Notes are
          held by a bona fide purchaser;

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

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


                                      -5-
<PAGE>

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

          "Payment Date" means a Distribution Date.

          "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and, for the purpose of this definition, any Note
authenticated and delivered under Section 2.5 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.

          "Record Date" means, with respect to a Distribution Date or Redemption
Date the day immediately preceding the related Distribution Date or Redemption
Date or, in the event Definitive Securities have been issued, the last day of
the month immediately preceding the month in which such Distribution Date
occurs.

          "Redemption Date" means (a) in the case of a redemption of the Notes
pursuant to Section 10.1(a) or a payment to Noteholders pursuant to Section
10.1(b), the Distribution Date specified by the Servicer or the Issuer pursuant
to Section 10.1(a) or (b) as applicable.

          "Redemption Price" means (a) in the case of a redemption of the Notes
pursuant to Section 10.1(a), an amount equal to the unpaid principal amount of
the then outstanding Notes plus accrued and unpaid interest thereon to but
excluding the Redemption Date, or (b) in the case of a payment made to
Noteholders pursuant to Section 10.1(b), the amount on deposit in the Note
Distribution Account, but not in excess of the amount specified in clause (a)
above.

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

          "Sale and Servicing Agreement" means the Sale and Servicing Agreement
dated as of December 14, 1996, among the Issuer, the Depositor, the Sponsor and
the Servicer, substantially in the form of Exhibit B as the same may be amended
or supplemented from time to time.

          "Schedule of Receivables" means the listing of the Receivables set
forth in Exhibit A (which Exhibit may be in the form of microfiche).


                                      -6-
<PAGE>

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

          "Successor Servicer" has the meaning specified in Section 3.7(e).

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

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

          "Trustee" means The Bank of New York, a New York banking corporation,
not in its individual capacity but as trustee under this Indenture, or any
successor trustee under this Indenture.

          "UCC" means, unless the context otherwise requires, the Uniform
Commercial Code, as in effect in the relevant jurisdiction, as amended from time
to time.

          (a) Except as otherwise specified herein, the following terms have the
respective meanings set forth in the Sale and Servicing Agreement as in effect
on the Closing Date for all purposes of this Indenture, and the definitions of
such terms are equally applicable both to the singular and plural forms of such
terms:

                                                             Section of Sale and
           Term                                              Servicing Agreement
           ----                                              -------------------

Annual Percentage Rate or APR................................   Section 1.1
Certificateholders...........................................   Section 1.1
Closing Date ................................................   Section 1.1
Collection Account...........................................   Section 1.1
Collection Period............................................   Section 1.1
Contract.....................................................   Section 1.1
Depositor....................................................   Section 1.1
Depository Agreements........................................   Section 1.1
Distribution Date............................................   Section 1.1
Eligible Deposit Account.....................................   Section 1.1
Eligible Investments.........................................   Section 1.1
Final Scheduled Distribution Date............................   Section 1.1
Final Scheduled Maturity Date................................   Section 1.1
Financed Vehicle.............................................   Section 1.1
Initial Pool Balance.........................................   Section 1.1
Note Distribution Account....................................   Section 1.1


                                      -7-
<PAGE>

Noteholders' Distributable Amount............................   Section 1.1
Noteholders' Percentage......................................   Section 1.1
Obligor......................................................   Section 1.1
Owner Trustee................................................   Section 1.1
Person.......................................................   Section 1.1
Pool Balance.................................................   Section 1.1
Purchased Receivable.........................................   Section 1.1
Rating Agency ...............................................   Section 1.1
Rating Agency Condition......................................   Section 1.1
Receivable...................................................   Section 1.1
Reserve Account..............................................   Section 1.1
Servicer.....................................................   Section 1.1
Servicer Default.............................................   Section 1.1
Specified Reserve Account Balance............................   Section 1.1
Total Distribution Amount ...................................   Section 1.1
Trust Accounts...............................................   Section 1.1
Trust Agreement..............................................   Section 1.1

          (b) Capitalized terms used herein and not otherwise defined herein or
in the Sale and Servicing Agreement have the meanings assigned to them in the
Trust Agreement.

          SECTION 1.2 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, the provision is
incorporated by reference in and made a part of this Indenture. The following
TIA terms used in this Indenture have the following meanings:

          "Commission" means the Securities and Exchange Commission.

          "indenture securities" means the Notes.

          "indenture security holder" means a Noteholder.

          "indenture to be qualified" means this Indenture.

          "indenture trustee" or "institutional trustee" means the Trustee.

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

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


                                      -8-
<PAGE>

          SECTION 1.3 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; and

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

                                   ARTICLE II

                                    The Notes

          SECTION 2.1 Form. The Notes, together with the Trustee's certificate
of authentication, shall be in substantially the form set forth in Exhibit D,
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.

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

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

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

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


                                      -9-
<PAGE>

          The Trustee shall upon Issuer Order authenticate and deliver Notes for
original issue in an aggregate principal amount of $87,400,000. The aggregate
principal amount of Notes outstanding at any time may not exceed such amounts
except as provided in Section 2.5.

          Each Note shall be dated the date of its authentication. The Notes
shall be issuable as registered Notes in the minimum denomination of $25,000 and
in integral multiples of $1,000 in excess thereof (except for one Note which may
be issued in a denomination other than an integral multiple of $1,000).

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

          SECTION 2.3 Temporary Notes. Pending the preparation of Definitive
Notes, the Issuer may execute, and upon receipt of an Issuer Order the Trustee
shall authenticate and deliver, temporary Notes which are printed, lithographed,
typewritten, mimeographed or otherwise produced, of the tenor of the Definitive
Notes in lieu of which they are issued and with such variations not inconsistent
with the terms of this Indenture as the officers executing such Notes may
determine, as evidenced by their execution of such Notes.

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

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

          If a Person other than the Trustee is appointed by the Issuer as Note
Registrar, the Issuer will give the Trustee prompt written notice of the
appointment of such Note Registrar and


                                      -10-
<PAGE>

of the location, and, upon one of its Authorized Officers receiving written
notice thereof, any change in the location, of the Note Register, and the
Trustee shall have the right to inspect the Note Register at all reasonable
times and to obtain copies thereof, and the Trustee shall have the right to rely
upon a certificate executed on behalf of the Note Registrar by an Executive
Officer thereof as to the names and addresses of the Holders of the Notes and
the principal amounts and number of such Notes.

          Upon surrender for registration of transfer of any Note at the office
or agency of the Issuer to be maintained as provided in Section 3.2, if the
requirements of Section 8-401(1) of the UCC are met the Issuer shall execute and
upon its request the Trustee shall authenticate and the Noteholder shall obtain
from the Trustee, in the name of the designated transferee or transferees, one
or more new Notes, in any authorized denominations, of the same class and a like
aggregate principal amount.

          At the option of the Holder, Notes may be exchanged for other Notes in
any authorized denominations, of the same class and a like aggregate principal
amount, upon surrender of the Notes to be exchanged at such office or agency.
Whenever any Notes are so surrendered for exchange, if the requirements of
Section 8-401(1) of the UCC are met the Issuer shall execute and upon its
request the Trustee shall authenticate and the Noteholder shall obtain from the
Trustee, the Notes which the Noteholder making the exchange is entitled to
receive.

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

          Every Note presented or surrendered for registration of transfer or
exchange shall be (i) duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by an "eligible guarantor institution" meeting the
requirements of the Note Registrar which requirements include membership or
participation in Securities Transfer Agents Medallion Program ("Stamp") or such
other "signature guarantee program" as may be determined by the Note Registrar
in addition to, or in substitution for, Stamp, all in accordance with the
Exchange Act, and (ii) accompanied by such other documents as the Trustee may
require.

          No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer may require payment of a sum
sufficient to cover any tax or other governmental charge that may be imposed in
connection with any registration of transfer or exchange of Notes, other than
exchanges pursuant to Section 2.3 or 9.6 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.


                                      -11-
<PAGE>

          SECTION 2.5 Mutilated, Destroyed, Lost or Stolen Notes. If (i) any
mutilated Note is surrendered to the Trustee, or the Trustee receives evidence
to its satisfaction of the destruction, loss or theft of any Note, and (ii)
there is delivered to the Trustee such security or indemnity as may be required
by it to hold the Issuer and the Trustee harmless, then, in the absence of
notice to the Issuer, the Note Registrar or the Trustee that such Note has been
acquired by a bona fide purchaser, and provided that the requirements of Section
8-405 of the UCC are met, the Issuer shall execute and upon its request the
Trustee shall authenticate and deliver, in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note; 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 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 Trustee in connection therewith.

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

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

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

          SECTION 2.6 Persons Deemed Owner. Prior to due presentment for
registration of transfer of any Note, the Issuer, the Trustee and any agent of
the Issuer or the Trustee may treat the Person in whose name any Note is
registered (as of the 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
neither the Issuer, the Trustee nor any agent of the Issuer or the Trustee shall
be affected by notice to the contrary.


                                      -12-
<PAGE>

          SECTION 2.7 Payment of Principal and Interest; Defaulted Interest. (a)
The Notes shall accrue interest as provided in the form of the Notes, set forth
in Exhibit D, and such interest shall be payable on each Distribution Date as
specified therein. 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 Distribution 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 2.12, 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
Distribution Date or on the Final Scheduled Distribution Date (and except for
the Redemption Price for any Note called for redemption pursuant to Section
10.1(a)) which shall be payable as provided below. The funds represented by any
such checks returned undelivered shall be held in accordance with Section 3.3.

          (b) The principal of each Note shall be payable in installments on
each Distribution Date as provided in the form of the Notes, set forth in
Exhibit D. Notwithstanding the foregoing, the entire unpaid principal amount of
the Notes shall be due and payable, if not previously paid, on the date on which
an Event of Default shall have occurred and be continuing, if the Trustee or the
Holders of the Notes 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 5.2. All principal payments on the Notes shall be
made pro rata to the Noteholders. The Trustee shall notify the Person in whose
name a Note is registered at the close of business on the Record Date preceding
the Distribution Date on which the Issuer expects that the final installment of
principal of and interest on such Note will be paid. Such notice shall be mailed
or transmitted by facsimile prior to such final Distribution Date and shall
specify that such final installment will be payable only upon presentation and
surrender of such Note and shall specify the place where such Note may be
presented and surrendered for payment of such installment. Notices in connection
with redemptions of Notes shall be mailed to Noteholders as provided in Section
10.2.

          (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest (plus interest on such defaulted interest to
the extent lawful) at the Interest Rate in any lawful manner. The Issuer may pay
such defaulted interest to the Persons who are Noteholders on a subsequent
special record date, which date shall be at least five Business Days prior to
the payment date. The Issuer shall fix or cause to be fixed any such special
record date and payment date, and, at least 15 days before any such special
record date, the Issuer shall mail to each Noteholder and the Trustee a notice
that states the special record date, the payment date and the amount of
defaulted interest to be paid.

          SECTION 2.8 Cancellation. All Notes surrendered for payment,
registration of transfer, exchange or redemption shall, if surrendered to any
Person other than the Trustee, be


                                      -13-
<PAGE>

delivered to the Trustee and shall be promptly canceled by the Trustee. The
Issuer may at any time deliver to the Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
canceled by the Trustee. No Notes shall be authenticated in lieu of or in
exchange for any Notes canceled as provided in this Section, except as expressly
permitted by this Indenture. All canceled Notes may be held or disposed of by
the Trustee in accordance with its standard retention or disposal policy as in
effect at the time unless the Issuer shall direct by an Issuer Order that they
be returned to it; provided that such Issuer Order is timely and the Notes have
not been previously disposed of by the Trustee.

          SECTION 2.9 Release of Collateral. Subject to Section 11.1, the
Trustee shall release property from the lien of this Indenture only upon receipt
of an Issuer Request accompanied by an Officer's Certificate, an Opinion of
Counsel and Independent Certificates in accordance with TIA ss. 314(c) and
314(d)(l) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates.

          SECTION 2.10 Book-Entry Notes. The Notes, upon original issuance, will
be issued in the form of typewritten Notes representing the Book-Entry Notes, to
be delivered to The Bank of New York, as agent for The Depository Trust Company,
the initial Clearing Agency, 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 2.12. Unless and until definitive, fully registered Notes
(the "Definitive Notes") have been issued to Note Owners pursuant to Section
2.12:

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

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

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

               (iv) the rights of Note Owners shall be exercised only through
          the Clearing Agency and shall be limited to those established by law
          and agreements between such Note Owners and the Clearing Agency and/or
          the Clearing Agency Participants. Pursuant to the Note Depository
          Agreement, unless and until Definitive Notes are issued pursuant to
          Section 2.12, the initial 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


                                      -14-
<PAGE>

               (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 of the
          Notes, the Clearing Agency shall be deemed to represent such
          percentage only to the extent that it has received instructions to
          such effect from Note Owners and/or Clearing Agency Participants
          owning or representing, respectively, such required percentage of the
          beneficial interest in the Notes and has delivered such instructions
          to the Trustee.

          SECTION 2.11 Notices to Clearing Agency. Whenever a notice or other
communication to the Noteholders is required under this Indenture, unless and
until Definitive Notes shall have been issued to Note Owners pursuant to Section
2.12, the 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 2.12 Definitive Notes. If (i) the Servicer advises the Trustee
in writing that the Clearing Agency is no longer willing or able to properly
discharge its responsibilities with respect to the Notes, and the Servicer is
unable to locate a qualified successor, (ii) the Servicer at its option advises
the Trustee in writing that it elects to terminate the book-entry system through
the Clearing Agency or (iii) after the occurrence of an Event of Default, Note
Owners representing beneficial interests aggregating at least a majority of the
Outstanding Amount of the Notes advise the Trustee through the Clearing Agency
in writing that the continuation of a book entry system through the Clearing
Agency is no longer in the best interests of the Note Owners, then the Clearing
Agency shall notify all Note Owners and the Trustee of the occurrence of any
such event and of the availability of Definitive Notes to Note Owners requesting
the same. Upon surrender to the Trustee of the typewritten Note or Notes
representing the Book-Entry Notes by the Clearing Agency, accompanied by
registration instructions, the Issuer shall execute and the Trustee shall
authenticate the Definitive Notes in accordance with the instructions of the
Clearing Agency. None of the Issuer, the Note Registrar or the Trustee shall be
liable for any delay in delivery of such instructions and may conclusively rely
on, and shall be protected in relying on, such instructions. Upon the issuance
of Definitive Notes, the Trustee shall recognize the Holders of the Definitive
Notes as Noteholders.

          SECTION 2.13 Restrictions on Transferability. The Notes may not be
offered or sold except to Qualified Institutional Buyers in reliance on the
exemption from the registration requirements of the Securities Act provided by
Rule 144A thereunder.

          Each purchaser of the Notes will be deemed to have represented and
agreed as follows:

               (i) It is a Qualified Institutional Buyer as defined in Rule 144A
          promulgated under the Securities Act and is acquiring the Notes for
          its own institutional account or for the account of a Qualified
          Institutional Buyer.


                                      -15-
<PAGE>

               (ii) It understands that the Notes will be offered in a
          transaction not involving any public offering within the meaning of
          the Securities Act, and that, if in the future it decides to resell,
          pledge or otherwise transfer any Notes, such Notes may be resold,
          pledged or transferred only (a) to the Issuer (upon redemption thereof
          or otherwise), (b) to a person who the seller 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 (c) pursuant to an effective registration statement under
          the Securities Act.

               (iii) It understands that the Notes will bear a legend
          substantially to the following effect:

          THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
          AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE
          SKY" LAWS. THE HOLDER HEREOF, BY PURCHASING ANY NOTE, AGREES FOR THE
          BENEFIT OF THE ISSUER THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN
          ACCOUNT AND NOT WITH A VIEW TO DISTRIBUTION AND MAY BE RESOLD, PLEDGED
          OR TRANSFERRED ONLY (1) TO THE ISSUER (UPON REDEMPTION THEREOF OR
          OTHERWISE), (2) TO A PERSON THE TRANSFEROR REASONABLY BELIEVES IS A
          QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A UNDER THE
          SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
          144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
          INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR
          OTHER TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (3) IN A
          TRANSACTION COMPLYING WITH THE REGISTRATION REQUIREMENTS OF THE
          SECURITIES ACT AND IN ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS
          OF ANY STATE OF THE UNITED STATES OR ANY OTHER JURISDICTION.

          Neither the Issuer, the Trustee nor the Registrar shall have any
responsibility to monitor compliance with the transfer restrictions set forth on
the face of the Notes and in Section 2.13(iii).

                                   ARTICLE III

                                    Covenants

          SECTION 3.1 Payment of Principal and Interest. The Issuer will duly
and punctually pay the principal of and interest on the Notes in accordance with
the terms of the Notes and this Indenture. Without limiting the foregoing,
subject to Section 8.2(c), the Issuer 


                                      -16-
<PAGE>

will cause to be distributed all amounts on deposit in the Note Distribution
Account on a Distribution Date deposited therein pursuant to the Sale and
Servicing Agreement for the benefit of the Notes, to the Noteholders. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

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

          SECTION 3.3 Money for Payments To Be Held in Trust. As provided in
Sections 8.2(a) and (b), all payments of amounts due and payable with respect to
any Notes that are to be made from amounts withdrawn from the Collection Account
and the Note Distribution Account pursuant to Section 8.2(c) shall be made on
behalf of the Issuer by the Trustee or by another Paying Agent, and no amounts
so withdrawn from the Collection Account and the Note Distribution Account for
payments of Notes shall be paid over to the Issuer except as provided in this
Section.

          At least one Business Day prior to each Distribution Date and
Redemption Date, the Issuer shall deposit or cause to be deposited in the Note
Distribution Account an aggregate sum sufficient to pay the amounts then
becoming due under the Notes, such sum to be held in trust for the benefit of
the Persons entitled thereto and (unless the Paying Agent is the Trustee) shall
promptly notify the Trustee of its action or failure so to act.

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

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

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


                                      -17-
<PAGE>

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

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

               (v) 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 Trustee all sums held in trust by
such Paying Agent, such sums to be held by the Trustee upon the same trusts as
those upon which the sums were held by such Paying Agent; and upon such a
payment by any Paying Agent to the Trustee, such Paying Agent shall be released
from all further liability with respect to such money.

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

          SECTION 3.4 Existence. Except as otherwise permitted by the provisions
of Section 3.10, the Issuer will keep in full effect its existence, rights and
franchises as a business trust under the laws of the State of Delaware (unless
it becomes, or any successor Issuer hereunder is or becomes, organized under the
laws of any other state or of the United States of 


                                      -18-
<PAGE>

America, in which case the Issuer will keep in full effect its existence, rights
and franchises under the laws of such other jurisdiction) and will obtain and
preserve its qualification to do business in each jurisdiction in which such
qualification is or shall be necessary to protect the validity and
enforceability of this Indenture, the Notes, the Collateral and each other
instrument or agreement included in the Trust Estate.

          SECTION 3.5 Protection of Trust Estate. The Issuer will from time to
time prepare (or shall cause to be prepared), execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and will take such other action necessary or advisable to:

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

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

               (iii) enforce any of the Collateral; or

               (iv) preserve and defend title to the Trust Estate and the rights
          of the Trustee and the Noteholders in such Trust Estate against the
          claims of all persons and parties.

The Issuer hereby designates the Trustee its agent and attorney- in-fact to
execute any financing statement, continuation statement or other instrument
required to be executed pursuant to this Section; it being understood that the
Trustee has no duty to determine whether any filing or recording is necessary
hereunder.

          SECTION 3.6 Opinions as to Trust Estate. (a) On the Closing Date, the
Issuer shall furnish to the Trustee an Opinion of Counsel either stating that,
in the opinion of such counsel, such action has been taken with respect to the
recording and filing of this Indenture, any indentures supplemental hereto, and
any other requisite documents, and with respect to the execution and filing of
any financing statements and continuation statements, as are necessary to
perfect and make effective the lien and security interest of this Indenture and
reciting the details of such action, or stating that, in the opinion of such
counsel, no such action is necessary to make such lien and security interest
effective.

          (b) Within 120 days after the beginning of each calendar year,
beginning with the first calendar year beginning more than three months after
the Cutoff Date, the Issuer shall furnish to the Trustee an Opinion of Counsel
either stating that, in the opinion of such counsel, such action has been taken
with respect to the recording, filing, re-recording and refiling of this
Indenture, any indentures supplemental hereto and any other requisite documents
and with respect to the execution and filing of any financing statements and
continuation statements as are necessary to maintain the lien and security
interest created by this Indenture and reciting the details of such action or
stating that in the opinion of such counsel no such action is necessary to


                                      -19-
<PAGE>

maintain such lien and security interest. Such Opinion of Counsel shall also
describe the recording, filing, re-recording and refiling of this Indenture, any
indentures supplemental hereto and any other requisite documents and the
execution and filing of any financing statements and continuation statements
that will, in the opinion of such counsel, be required to maintain the lien and
security interest of this Indenture until January 30 in the following calendar
year.

          SECTION 3.7 Performance of Obligations; Servicing of Receivables. (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 Trust Estate or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
ordered by any bankruptcy or other court or as expressly provided in this
Indenture, the Basic Documents or such other instrument or agreement.

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

          (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Basic Documents and
in the instruments and agreements included in the Trust Estate, including but
not limited to preparing (or causing to prepared) and filing (or causing to be
filed) all UCC financing statements and continuation statements required to be
filed by the terms of this Indenture and the Sale and Servicing Agreement in
accordance with and within the time periods provided for herein and therein.
Except as otherwise expressly provided therein, the Issuer shall not waive,
amend, modify, supplement or terminate any Basic Document or any provision
thereof without the consent of the Trustee or the Holders of at least a majority
of the Outstanding Amount of the Notes.

          (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default under the Sale and Servicing Agreement, the Issuer shall promptly notify
the Trustee and the Rating Agencies thereof in accordance with Section 11.4, and
shall specify in such notice the action, if any, the Issuer is taking in respect
of such default. If a Servicer Default of which the Issuer has knowledge shall
arise from the failure of the Servicer to perform any of its duties or
obligations under the Sale and Servicing Agreement with respect to the
Receivables, the Issuer shall take all reasonable steps available to it to
remedy such failure.

          (e) As promptly as possible after the giving of notice of termination
to the Servicer of the Servicer's rights and powers pursuant to Section 8.1 of
the Sale and Servicing Agreement, the Issuer shall appoint a successor servicer
(the "Successor Servicer"), and such Successor Servicer shall accept its
appointment by a written assumption in a form acceptable to the Trustee. In the
event that a Successor Servicer has not been appointed and accepted its
appointment at the time when the Servicer ceases to act as Servicer, the Trustee
without further 


                                      -20-
<PAGE>

action shall automatically be appointed the Successor Servicer. The Trustee may
resign as the Servicer by giving written notice of such resignation to the
Issuer and in such event will be released from such duties and obligations, such
release not to be effective until the date a new servicer enters into a
servicing agreement with the Issuer as provided below. Upon delivery of any such
notice to the Issuer, the Issuer shall obtain a new servicer as the Successor
Servicer under the Sale and Servicing Agreement. Any Successor Servicer other
than the Trustee shall (i) be an established financial institution having a net
worth of not less than $50,000,000 and whose regular business includes the
servicing of Contracts and (ii) enter into a servicing agreement with the Issuer
having substantially the same provisions as the provisions of the Sale and
Servicing Agreement applicable to the Servicer. If within 30 days after the
delivery of the notice referred to above, the Issuer shall not have obtained
such a new servicer, the Trustee may appoint, or may petition a court of
competent jurisdiction to appoint, a Successor Servicer. In connection with any
such appointment, the Trustee may make such arrangements for the compensation of
such successor as it and such successor shall agree, subject to the limitations
set forth below and in the Sale and Servicing Agreement, and in accordance with
Section 8.2 of the Sale and Servicing Agreement, the Issuer shall enter into an
agreement with such successor for the servicing of the Receivables (such
agreement to be in form and substance satisfactory to the Trustee). If the
Trustee shall succeed to the Servicer's duties as servicer of the Receivables as
provided herein, it shall do so in its individual capacity and not in its
capacity as Trustee and, accordingly, the provisions of Article VI hereof shall
be inapplicable to the Trustee in its duties as the successor to the Servicer
and the servicing of the Receivables. In case the Trustee shall become successor
to the Servicer under the Sale and Servicing Agreement, the Trustee shall be
entitled to appoint as Servicer any one of its Affiliates, or delegate any of
its responsibilities as Servicer to agents, subject to the terms of the Sale and
Servicing Agreement, provided that such appointment or delegation shall not
affect or alter in any way the liability of the Trustee as a successor for the
performance of the duties and obligations of the Servicer in accordance with the
terms hereof.

          (f) Upon an Authorized Officer of the Issuer acquiring actual
knowledge of any termination of the Servicer's rights and powers pursuant to the
Sale and Servicing Agreement, the Issuer shall promptly notify the Trustee. As
soon as a Successor Servicer (other than the Trustee) is appointed, the Issuer
shall notify the Trustee of such appointment, specifying in such notice the name
and address of such Successor Servicer.

          (g) Without derogating from the absolute nature of the assignment
granted to the Trustee under this Indenture or the rights of the Trustee
hereunder, the Issuer agrees that, unless such action is specifically permitted
hereunder or under the Basic Documents, it will not, without the prior written
consent of the Trustee or the Holders of at least a majority in Outstanding
Amount of the Notes, amend, modify, waive, supplement, terminate or surrender,
or agree to any amendment, modification, supplement, termination, waiver or
surrender of, the terms of any Collateral or the Basic Documents, or waive
timely performance or observance by the Servicer, the Sponsor or the Depositor
under the Sale and Servicing Agreement; provided, however, that no such
amendment shall (i) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, or (ii) reduce the aforesaid percentage of
the Notes which are required to consent to any such amendment, without the
consent of the Holders of all the Outstanding Notes. If any such


                                      -21-
<PAGE>

amendment, modification, supplement or waiver shall be so consented to by the
Trustee or such Holders, the Issuer agrees, promptly following a request by the
Trustee to do so, to execute and deliver, in its own name and at its own
expense, such agreements, instruments, consents and other documents as the
Trustee may deem necessary or appropriate in the circumstances.

          SECTION 3.8 Negative Covenants. So long as any Notes are Outstanding,
the Issuer shall not:

               (i) except as expressly permitted by this Indenture or the Basic
          Documents, sell, transfer, exchange or otherwise dispose of any of the
          properties or assets of the Issuer, including those included in the
          Trust Estate, unless directed to do so by the 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 assert
          any claim against any present or former Noteholder by reason of the
          payment of the taxes levied or assessed upon any part of the Trust
          Estate; or

               (iii) (A) permit the validity or effectiveness of this Indenture
          to be impaired, or permit the lien of this Indenture to be amended,
          hypothecated, subordinated, terminated or discharged, or permit any
          Person to be released from any covenants or obligations with respect
          to the Notes under this Indenture except as may be expressly permitted
          hereby, (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 other-wise arise upon or burden the
          Trust Estate or any part thereof or any interest therein or the
          proceeds thereof (other than tax liens, mechanics' liens and other
          liens that arise by operation of law, in each case on a Financed
          Vehicle and arising solely as a result of an action or omission of the
          related Obligor) or (C) permit the lien of this Indenture not to
          constitute a valid first priority (other than with respect to any such
          tax, mechanics' or other lien) security interest in the Trust Estate.

          SECTION 3.9 Annual Statement as to Compliance. The Issuer will deliver
to the Trustee, within 120 days after the end of each fiscal year of the Issuer
(commencing with the fiscal year 1997), and otherwise in compliance with the
requirements of TIA Section 314(a)(4) an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that

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

               (ii) to the best of such Authorized Officer's knowledge, based on
          such review, the Issuer has complied with all conditions and covenants
          under this 


                                      -22-
<PAGE>

          Indenture throughout such year, or, if there has been a default in the
          compliance of any such condition or covenant, specifying each such
          default known to such Authorized Officer and the nature and status
          thereof.

          SECTION 3.10 Issuer May Consolidate, Etc. Only on Certain Terms. (a)
The Issuer shall not consolidate or merge with or into any other Person, unless

               (i) the Person (if other than the Issuer) formed by or surviving
          such consolidation or merger shall be a Person organized and existing
          under the laws of the United States of America or any state and shall
          expressly assume, by an indenture supplement hereto, executed and
          delivered to the Trustee, in form satisfactory to the 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 on the part of the Issuer to be performed or observed, all
          as provided herein;

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

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

               (iv) the Issuer shall have received an Opinion of Counsel (and
          shall have delivered copies thereof to the Trustee) to the effect that
          such transaction will not have any material adverse tax consequence to
          the Trust, any Noteholder or any Certificateholder;

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

               (vi) the Issuer shall have delivered to the Trustee an Officer's
          Certificate and an Opinion of Counsel 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 complied with (including any
          filing required by the Exchange Act).

          (b) The Issuer shall not convey or transfer all or substantially all
of its properties or assets, including those included in the Trust Estate, to
any Person, unless

               (i) the Person that acquires by conveyance or transfer the
          properties and assets of the Issuer the conveyance or transfer of
          which is hereby restricted shall (A) be a United States citizen or a
          Person organized and existing under the laws of the United States of
          America or any state, (B) expressly assume, by an indenture supplement
          hereto, executed and delivered to the Trustee, in form satisfactory to
          the Trustee, the due and punctual payment of the principal of and
          interest on all 


                                      -23-
<PAGE>

          Notes and the performance or observance of every agreement and
          covenant of this Indenture on the part of the Issuer to be performed
          or observed, all as provided herein, (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
          prepare (or cause to be prepared) and 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 transaction, 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 transaction;

               (iv) the Issuer shall have received an Opinion of Counsel (and
          shall have delivered copies thereof to the Trustee) to the effect that
          such transaction will not have any material adverse tax consequence to
          the Trust, any Noteholder or any Certificateholder;

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

               (vi) the Issuer shall have delivered to the Trustee an Officers'
          Certificate and an Opinion of Counsel each stating that such
          conveyance or transfer 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
          filing required by the Exchange Act).

          SECTION 3.11 Successor or Transferee. (a) Upon any consolidation or
merger of the Issuer in accordance with Section 3.10(a), the Person formed by or
surviving such consolidation or merger (if other than the Issuer) shall succeed
to, and be substituted for, and may exercise every right and power of, the
Issuer under this Indenture with the same effect as if such Person had been
named as the Issuer herein.

          (b) Upon a conveyance or transfer of all the assets and properties of
the Issuer pursuant to Section 3.10 (b), Centrex Auto Trust 1996-B will be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Trustee stating that Centrex Auto Trust
1996-B is to be so released.


                                      -24-
<PAGE>

          SECTION 3.12 No Other Business. The Issuer shall not engage in any
business other than financing, purchasing, owning, selling and managing the
Receivables in the manner contemplated by this Indenture and the Basic Documents
and activities incidental thereto.

          SECTION 3.13 No Borrowing. The Issuer shall not issue, incur, assume,
guarantee or otherwise become liable, directly or indirectly, for any
indebtedness except for the Notes.

          SECTION 3.14 Servicer's Obligations. The Issuer shall cause the
Servicer to comply with Sections 4.9, 4.10, 4.11 and 5.8 of the Sale and
Servicing Agreement.

          SECTION 3.15 Guarantees, Loans, Advances and Other Liabilities. Except
as contemplated by the Sale and Servicing Agreement or this Indenture, the
Issuer shall not make any loan or advance or credit to, or guarantee (directly
or indirectly or by an instrument having the effect of assuring another's
payment or performance on any obligation or capability of so doing or
otherwise), endorse or otherwise become contingently liable, directly or
indirectly, in connection with the obligations, stocks or dividends of, or own,
purchase, repurchase or acquire (or agree contingently to do so) any stock,
obligations, assets or securities of, or any other interest in, or make any
capital contribution to, any other Person.

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

          SECTION 3.17 [Reserved]

          SECTION 3.18 Restricted Payments. The Issuer shall not, directly or
indirectly, (i) pay any dividend or make any distribution (by reduction of
capital or otherwise), whether in cash, property, securities or a combination
thereof, to the Owner Trustee or any owner of a beneficial interest in the
Issuer or otherwise with respect to any ownership or equity interest or security
in or of the Issuer or to the Servicer, (ii) redeem, purchase, retire or
otherwise acquire for value any such owner-ship or equity interest or security
or (iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the Owner Trustee, the Trustee and the Certificateholders as
permitted by, and to the extent funds are available for such purpose under, the
Sale and Servicing Agreement or Trust Agreement. The Issuer will not, directly
or indirectly, make payments to or distributions from the Collection Account
except in accordance with this Indenture and the Basic Documents.

          SECTION 3.19 Notice of Events of Default. The Issuer agrees to give
the Trustee and the Rating Agencies prompt written notice of each Event of
Default hereunder and each default on the part of the Servicer or the Depositor
of its obligations under the Sale and Servicing Agreement of which an Authorized
Officer of the Issuer acquires actual knowledge.


                                      -25-
<PAGE>

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

                                   ARTICLE IV

                           Satisfaction and Discharge

          SECTION 4.1 Satisfaction and Discharge of Indenture. This Indenture
shall cease to be of further effect with respect to the Notes except as to (i)
rights of registration of transfer and exchange, (ii) substitution of mutilated,
destroyed, lost or stolen Notes, (iii) rights of Noteholders to receive payments
of principal thereof and interest thereon, (iv) Sections 3.3, 3.4, 3.5, 3.8,
3.10, 3.12 and 3.13, (v) the rights, obligations and immunities of the Trustee
hereunder (including the rights of the Trustee under Section 6.7 and the
obligations of the Trustee under Section 4.2) and (vi) the rights of Noteholders
as beneficiaries hereof with respect to the property so deposited with the
Trustee payable to all or any of them, and the Trustee, on demand of and at the
expense of the Issuer, shall execute proper instruments acknowledging
satisfaction and discharge of this Indenture with respect to the Notes, when

          (A) either

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

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

                    (i) have become due and payable,

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

                    (iii) are to be called for redemption within one year under
          arrangements satisfactory to the Trustee for the giving of notice of
          redemption by the Trustee in the name, and at the expense, of the
          Issuer, and the Issuer, in the case of (i), (ii) or (iii) above, has
          irrevocably deposited or caused to be irrevocably deposited with the
          Trustee cash or direct obligations of or obligations guaranteed by the
          United States of America (which will mature prior to the date such
          amounts are payable), in trust for such purpose, in an amount
          sufficient to pay and discharge the entire indebtedness on such Notes
          not theretofore delivered to 


                                      -26-
<PAGE>

          the Trustee for cancellation when due to the Final Scheduled
          Distribution Date or Redemption Date (if Notes shall have been called
          for redemption pursuant to Section 10.1(a)), as the case may be;

               (B) the Issuer has paid or caused to be paid all other sums
          payable hereunder by the Issuer; and

               (C) the Issuer has delivered to the Trustee an Officer's
          Certificate, an Opinion of Counsel and (if required by the TIA or the
          Trustee) an Independent Certificate from a firm of certified public
          accountants, each meeting the applicable requirements of Section
          11.1(a) and each stating that all conditions precedent herein provided
          for relating to the satisfaction and discharge of this Indenture have
          been complied with.

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

          SECTION 4.3 Repayment of Moneys Held by Paying Agent. In connection
with the satisfaction and discharge of this Indenture with respect to the Notes,
all moneys then held by any Paying Agent other than the Trustee under the
provisions of this Indenture with respect to such Notes shall, upon demand of
the Issuer, be paid to the Trustee to be held and applied according to Section
3.3 and thereupon such Paying Agent shall be released from all further liability
with respect to such moneys.

          SECTION 4.4 Notice. Upon the satisfaction and discharge of this
Indenture with respect to the Notes, the Trustee shall notify each Rating Agency
of such satisfaction and discharge.

                                    ARTICLE V

                                    Remedies

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


                                      -27-
<PAGE>

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

               (ii) default in the payment of the principal of or any
          installment of the principal of any Note when the same becomes due and
          payable; or

               (iii) 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), or any
          representation or warranty of the Issuer made in this Indenture or in
          any certificate or other writing delivered pursuant hereto or in
          connection herewith proving to have been incorrect in any material
          respect as of the time when the same shall have been made, and such
          default shall continue or not be cured, or the circumstance or
          condition in respect of which such misrepresentation or warranty was
          incorrect shall not have been eliminated or otherwise cured, for a
          period of 30 days after there shall have been given, by registered or
          certified mail, to the Issuer by the Trustee or to the Issuer and the
          Trustee by the Holders of at least 25% of the Outstanding Amount of
          the Notes, a written notice specifying such default or incorrect
          representation or warranty and requiring it to be remedied and stating
          that such notice is a "Notice of Default" hereunder; or

               (iv) the filing of a decree or order for relief by a court having
          jurisdiction in the premises in respect of the Issuer or any
          substantial part of the Trust Estate in an involuntary case under any
          applicable Federal or state bankruptcy, insolvency or other similar
          law now or hereafter in effect, or appointing a receiver, liquidator,
          assignee, custodian, trustee, sequestrator or similar official of the
          Issuer or for any substantial part of the Trust Estate, or ordering
          the winding-up or liquidation of the Issuer's affairs, and such decree
          or order shall remain unstayed and in effect for a period of 30
          consecutive days; or

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

          The Issuer shall deliver to the Trustee, within five days after the
occurrence thereof, written notice in the form of an Officer's Certificate of
any event of which an Authorized 


                                      -28-
<PAGE>

Officer of the Issuer has acquired actual knowledge which with the giving of
notice and the lapse of time would become an Event of Default under clause
(iii), its status and what action the Issuer is taking or proposes to take with
respect thereto.

          SECTION 5.2 Acceleration of Maturity; Rescission and Annulment. If an
Event of Default should occur and be continuing, then and in every such case the
Trustee or the Holders of Notes representing not less than a majority of the
Outstanding Amount of the Notes may declare all the Notes to be immediately due
and payable, by a notice in writing to the Issuer (and to the Trustee if given
by Noteholders), and upon any such declaration the unpaid principal amount of
such Notes, together with accrued and unpaid interest thereon through the date
of acceleration, shall become immediately due and payable.

          At any time after such declaration of acceleration of maturity has
been made and before a judgment or decree for payment of the money due has been
obtained by the Trustee as hereinafter in this Article V provided, the Holders
of Notes representing a majority of the Outstanding Amount of the Notes, by
written notice to the Issuer and the Trustee, may rescind and annul such
declaration and its consequences if:

               (i) the Issuer has paid or deposited with the Trustee a sum
          sufficient to pay

               (A) all payments of principal of and interest on all Notes and
          all other amounts that would then be due hereunder or upon such Notes
          if the Event of Default giving rise to such acceleration had not
          occurred; and

               (B) all sums paid or advanced by the Trustee hereunder and the
          reasonable compensation, expenses, disbursements and advances of the
          Trustee and its agents and counsel; and

               (ii) all Events of Default, other than the nonpayment of the
          principal of the Notes that has become due solely by such
          acceleration, have been cured or waived as provided in Section 5.12.

          No such rescission shall affect any subsequent default or impair any
right consequent thereto.

          SECTION 5.3 Collection of Indebtedness and Suits for Enforcement by
Trustee. (a) The Issuer covenants that if (i) default is made in the payment of
any interest on any Note when the same becomes due and payable, and such default
continues for a period of five days, or (ii) default is made in the payment of
the principal of or any installment of the principal of any Note when the same
becomes due and payable, the Issuer will, upon demand of the Trustee, pay to it,
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 rate borne by the
Notes and in addition thereto such further amount as shall be 


                                      -29-
<PAGE>

sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Trustee and
its agents and counsel.

          (b) In case the Issuer shall fail forthwith to pay such amounts upon
such demand, the Trustee, in its own name and as trustee of an express trust,
may institute a proceeding for the collection of the sums so due and unpaid, and
may prosecute such proceeding to judgment or final decree, and may enforce the
same against the Issuer or other obligor upon such Notes and collect in the
manner provided by law out of the property of the Issuer or other obligor upon
such Notes, wherever situated, the moneys adjudged or decreed to be payable.

          (c) If an Event of Default occurs and is continuing, the Trustee may,
as more particularly provided in Section 5.4, in its discretion, proceed to
protect and enforce its rights and the rights of the Noteholders, by such
appropriate proceedings as the Trustee shall deem most effective to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Trustee by this Indenture or by law.

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

               (i) to file and prove a claim or claims for the whole amount of
          principal 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 Trustee (including any claim for
          reasonable compensation to the Trustee and each predecessor Trustee,
          and their respective agents, attorneys and counsel, and for
          reimbursement of all expenses and liabilities incurred, and all
          advances made, by the Trustee and each predecessor Trustee, except as
          a result of negligence, bad faith or willful misconduct) and of the
          Noteholders 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;


                                      -30-
<PAGE>

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

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

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

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

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

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

          SECTION 5.4 Remedies; Priorities. (a) If an Event of Default shall
have occurred and be continuing, the Trustee may do one or more of the following
(subject to Section 5.5):

               (i) institute proceedings in its own name and as 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


                                      -31-
<PAGE>

          obtained, and collect from the Issuer and any other obligor upon such
          Notes moneys adjudged due;

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

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

               (iv) sell the Trust Estate or any portion thereof or rights or
          interest therein, at one or more public or private sales called and
          conducted in any manner permitted by law;

     provided, however, that the Trustee may not sell or other-wise liquidate
     the Trust Estate following an Event of Default, other than an Event of
     Default described in Section 5.1(i) or (ii), unless (A) the Holders of 100%
     of the Outstanding Amount of the Notes consent thereto, (B) the proceeds of
     such sale or liquidation distributable to the Noteholders are sufficient to
     discharge in full all amounts then due and unpaid upon such Notes for
     principal and interest or (C) the Trustee determines that the Trust Estate
     will not continue to provide sufficient funds for the payment of principal
     of and interest on the Notes as they would have become due if the Notes had
     not been declared due and payable, and the Trustee obtains the consent of
     Holders of 66-2/3% of the Outstanding Amount of the Notes. In determining
     such sufficiency or insufficiency with respect to clause (B) and (C), the
     Trustee may, but need not, obtain and rely upon an opinion of an
     Independent investment banking or accounting firm of national reputation as
     to the feasibility of such proposed action and as to the sufficiency of the
     Trust Estate for such purpose.

          (b) If the Trustee collects any money or property pursuant to this
Article V, it shall pay out such money or property (and other amounts including
amounts held on deposit in the Reserve Account) held as Collateral for the
benefit of the Noteholders in the following order:

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

          SECOND: to Noteholders for amounts due and unpaid on the Notes for
     interest, ratably, without preference or priority of any kind, according to
     the amounts due and payable on the Notes for interest;

          THIRD: to Noteholders for amounts due and unpaid on the Notes for
     principal, ratably, without preference or priority of any kind, according
     to the amounts due and payable on the Notes for principal; and



                                      -32-
<PAGE>

          FOURTH: to the Issuer for distribution to the Certificateholders.

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

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

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

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

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

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

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

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

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


                                      -33-
<PAGE>

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

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

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

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

          SECTION 5.10 Delay or Omission Not a Waiver. No delay or omission of
the Trustee or any Holder of any Note to exercise any right or remedy accruing
upon any Default or Event of Default shall impair any such right or remedy or
constitute a waiver of any such Default or Event of Default or an acquiescence
therein. Every right and remedy given by this Article V or by law to the Trustee
or to the Noteholders may be exercised from time to time, and as often as may be
deemed expedient, by the Trustee or by the Noteholders, as the case may be.

          SECTION 5.11 Control by Noteholders. 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 Trustee
with respect to the Notes or exercising any trust or power conferred on the
Trustee; provided that

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


                                      -34-
<PAGE>

               (ii) subject to the express terms of Section 5.4, any direction
          to the Trustee to sell or liquidate the Trust Estate shall be by the
          Holders of Notes representing not less than 100% of the Outstanding
          Amount of the Notes;

               (iii) if the conditions set forth in Section 5.5 have been
          satisfied and the Trustee elects to retain the Trust Estate pursuant
          to such Section, then any direction to the trustee by Holders of Notes
          representing less than 100% of the Outstanding Amount of the Notes to
          sell or liquidate the Trust Estate shall be of no force and effect;
          and

               (iv) the Trustee may take any other action deemed proper by the
          Trustee that is not inconsistent with such direction;

provided, however, that, subject to Section 6.1, the Trustee need not take any
action that it determines might involve it in liability or might materially
adversely affect the rights of any Noteholders not consenting to such action.

          Section 5.12 Waiver of Past Defaults. Prior to the declaration of the
acceleration of the maturity of the Notes as provided in Section 5.2, the
Holders of Notes of 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 payment of principal of or interest on any of the Notes or (b)
in respect of a covenant or provision hereof which cannot be modified or amended
without the consent of the Holder of each Note. In the case of any such waiver,
the Issuer, the Trustee and the Holders of the Notes shall be restored to their
former positions and rights hereunder, respectively; but no such waiver shall
extend to any subsequent or other Default or impair any right consequent
thereto.

          Upon any such waiver, such Default shall cease to exist and be deemed
to have been cured and not to have occurred, and any Event of Default arising
therefrom shall be deemed to 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 5.13 Undertaking for Costs. All parties to this Indenture
agree, and each Holder of any Note by such Holder's acceptance thereof shall be
deemed to have agreed, that any court may in its discretion require, in any suit
for the enforcement of any right or remedy under this Indenture, or in any suit
against the Trustee for any action taken, suffered or omitted by it as Trustee,
the filing by any party litigant in such suit of an undertaking to pay the costs
of such suit, and that such court may in its discretion assess reasonable costs,
including reasonable attorneys' fees, against any party litigant in such suit,
having due regard to the merits and good faith of the claims or defenses made by
such party litigant; but the provisions of this Section shall not apply to (a)
any suit instituted by the Trustee, (b) any suit instituted by any Noteholder,
or group of Noteholders, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Notes or (c) any suit instituted by any Noteholder
for the enforcement of the 


                                      -35-
<PAGE>

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

          SECTION 5.15 Action on Notes. The Trustee's right to seek and recover
judgment on the Notes or under this Indenture shall not be affected by the
seeking, obtaining or application of any other relief under or with respect to
this Indenture. Neither the lien of this Indenture nor any rights or remedies of
the Trustee or the Noteholders shall be impaired by the recovery of any judgment
by the Trustee against the Issuer or by the levy of any execution under such
judgment upon any portion of the Trust Estate or upon any of the assets of the
Issuer.

          SECTION 5.16 Performance and Enforcement of Certain Obligations. (a)
Promptly following a written request from the Trustee to do so and at the
Servicer's expense, the Issuer agrees to take all such lawful action as the
Trustee may request to compel or secure the performance and observance by the
Depositor, the Sponsor and the Servicer, as applicable, of each of their
obligations to the Issuer under or in connection with the Sale and Servicing
Agreement in accordance with the terms thereof, and to exercise any and all
rights, remedies, powers and privileges lawfully available to the Issuer under
or in connection with the Sale and Servicing Agreement to the extent and in the
manner directed by the Trustee, including the transmission of notices of default
on the part of the Depositor or the Servicer thereunder and the institution of
legal or administrative actions or proceedings to compel or secure performance
by the Depositor or the Servicer of each of their obligations under the Sale and
Servicing Agreement.

          (b) If an Event of Default has occurred and is continuing, the Trustee
may, and, at the direction (which direction shall be in writing or by telephone
(confirmed in writing promptly thereafter)) of the Holders of 66-2/3% of the
Outstanding Amount of the Notes shall, exercise all rights, remedies, powers,
privileges and claims of the Issuer against the Depositor or the Servicer under
or in connection with the Sale and Servicing Agreement, including the right or
power to take any action to compel or secure performance or observance by the
Depositor or the Servicer of each of their obligations to the Issuer thereunder
and to give any consent, request, notice, direction, approval, extension or
waiver under the Sale and Servicing Agreement, and any right of the Issuer to
take such action shall be suspended.


                                      -36-
<PAGE>

                                   ARTICLE VI

                                   The Trustee

          SECTION 6.1 Duties of Trustee. (a) If an Event of Default has occurred
and is continuing, the Trustee shall exercise the rights and powers vested in it
by this Indenture and use the same degree of care and skill in their exercise as
a 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:

               (i) the 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
          Trustee; and

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

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

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

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

               (iii) the Trustee shall not be liable with respect to any action
          it takes or omits to take in good faith in accordance with a direction
          received by it pursuant to Section 5.11.

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

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

          (f) No provision of this Indenture shall require the Trustee to expend
or risk its own funds or otherwise incur financial liability in the performance
of any of its duties hereunder or in the exercise of any of its rights or
powers, if it shall have reasonable grounds to believe that 


                                      -37-
<PAGE>

repayment of such funds or adequate indemnity against such risk or liability is
not reasonably assured to it.

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

          SECTION 6.2 Rights of Trustee. (a) The Trustee may rely on any
document believed by it to be genuine and to have been signed or presented by
the proper person. The Trustee need not investigate any fact or matter stated in
the document.

          (b) Before the Trustee acts or refrains from acting, it may require an
Officer's Certificate or an Opinion of Counsel. The Trustee shall not be liable
for any action it takes or omits to take in good faith in reliance on the
Officer's Certificate or Opinion of Counsel.

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

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

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

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

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

          SECTION 6.5 Notice of Defaults. If a Default occurs and is continuing
and if it is either actually known or written notice of the existence thereof
has been delivered to a 


                                      -38-
<PAGE>

Responsible Officer of the Trustee, the Trustee shall mail to each Noteholder
and the Owner Trustee notice of the Default within 90 days after such knowledge
or notice occurs. Except in the case of a Default in payment of principal of or
interest on any Note (including payments pursuant to the mandatory redemption
provisions of such Note), the Trustee may withhold the notice if and so long as
a committee of its Responsible Officers in good faith determines that
withholding the notice is in the interests of Noteholders.

          SECTION 6.6 Reports by Trustee to Holders. The Trustee shall deliver
to each Noteholder such information as may be reasonably required to enable such
Holder to prepare its Federal and state income tax returns.

          SECTION 6.7 Compensation and Indemnity. The Issuer shall or shall
cause the Servicer to pay to the Trustee from time to time compensation for its
services in accordance with a separate agreement between the Servicer and the
Trustee. The Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall or shall cause
the Servicer to reimburse the Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection, in addition to the
compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Trustee's agents,
counsel, accountants and experts. The Issuer shall or shall cause the Servicer
to indemnify the Trustee and its officers, directors, employees and agents
against any and all loss, liability or expense (including attorneys' fees and
expenses) incurred by it in connection with the acceptance or the administration
of this trust and the performance of its duties hereunder. The Trustee shall
notify the Issuer and the Servicer promptly of any claim for which it may seek
indemnity. Failure by the Trustee to so notify the Issuer and the Servicer shall
not relieve the Issuer of its obligations hereunder or the Servicer of its
obligations under Article X of the Sale and Servicing Agreement. The Issuer
shall or shall cause the Servicer to defend the claim and the Trustee may have
separate counsel and the Issuer shall or shall cause the Servicer to pay the
fees and expenses of such counsel. Neither the Issuer nor the Servicer need
reimburse any expense or indemnify against any loss, liability or expense
incurred by the Trustee through the Trustee's own willful misconduct, negligence
or bad faith.

          The Issuer's payment obligations to the Trustee pursuant to this
Section shall survive the discharge of this Indenture and the resignation or
removal of the Trustee subject to a satisfaction of the Rating Agency Condition.
When the Trustee incurs expenses after the occurrence of a Default specified in
Section 5.1(iv) or (v) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable Federal or state bankruptcy, insolvency or similar law.

          SECTION 6.8 Replacement of Trustee. The Trustee may resign at any time
by so notifying the Issuer. The Holders of a majority in Outstanding Amount of
the Notes may remove the Trustee by so notifying the Trustee and may appoint a
successor Trustee. The Issuer shall remove the Trustee if:

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



                                      -39-
<PAGE>

               (ii) the Trustee is adjudged a bankrupt or insolvent;

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

               (iv) the Trustee otherwise becomes incapable of acting.

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

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

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

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

          Any resignation or removal of the Trustee and appointment of a
successor Trustee pursuant to any of the provisions of this Section shall not
become effective until acceptance of appointment by the successor Trustee
pursuant to Section 6.8 and payment of all fees and expenses owed to the
outgoing Trustee.

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

          SECTION 6.9 Successor Trustee by Merger. If the Trustee consolidates
with, merges or converts into, or transfers all or substantially all its
corporate trust business or assets to, another corporation or banking
association, the resulting, surviving or transferee corporation without any
further act shall be the successor Trustee. The Trustee shall provide the Rating
Agencies prior written notice of any such transaction.

          In case at the time such successor or successors by merger, conversion
or consolidation to the Trustee shall succeed to the trusts created by this
Indenture any of the Notes shall have been authenticated but not delivered, any
such successor to the Trustee may adopt the certificate of authentication of any
predecessor trustee, and deliver such Notes so authenticated;


                                      -40-
<PAGE>

and in case at that time any of the Notes shall not have been authenticated, any
successor to the Trustee may authenticate such Notes either in the name of any
predecessor hereunder or in the name of the successor to the Trustee; and in all
such cases such certificates shall have the full force which it is anywhere in
the Notes or in this Indenture provided that the certificate of the Trustee
shall have.

          SECTION 6.10 Appointment of Co-Trustee or Separate Trustee. (a)
Notwithstanding any other provisions of this Indenture, at any time, for the
purpose of meeting any legal requirement of any jurisdiction in which any part
of the Trust may at the time be located, the 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, or separate trustee or separate trustees, of all or
any part of the Trust, and to vest in such Person or Persons, in such capacity
and for the benefit of the Noteholders, such title to the Trust, or any part
hereof, and, subject to the other provisions of this Section, such powers,
duties, obligations, rights and trusts as the Trustee may consider necessary or
desirable. No co-trustee or separate trustee hereunder shall be required to meet
the terms of eligibility as a successor trustee under Section 6.11 and no notice
to Noteholders of the appointment of any co-trustee or separate trustee shall be
required under Section 6.8 hereof.

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

               (ii) no trustee hereunder shall be personally liable by reason of
          any act or omission of any other trustee hereunder, including acts or
          omissions of predecessor or successor trustees; and

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

          (c) Any notice, request or other writing given to the Trustee shall be
deemed to have been given to each of the then separate trustees and co-trustees,
as effectively as if given to each of them. Every instrument appointing any
separate trustee or co-trustee shall refer to this Agreement and the conditions
of this Article VI. Each separate trustee and co-trustee, upon its 


                                      -41-
<PAGE>

acceptance of the trusts conferred, shall be vested with the estates or property
specified in its instrument of appointment, either jointly with the Trustee or
separately, as may be provided therein, subject to all the provisions of this
Indenture, specifically including every provision of this Indenture relating to
the conduct of, affecting the liability of, or affording protection to, the
Trustee. Every such instrument shall be filed with the Trustee.

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

          SECTION 6.11 Eligibility; Disqualification. The Trustee shall at all
times satisfy the requirements of TIA ss. 310(a). The Trustee shall have a
combined capital and surplus of at least $50,000,000 as set forth in its most
recent published annual report of condition and it shall have a long term debt
rating of BBB- by Standard & Poors and Baa3 by Moody's or better by the Rating
Agencies. The Trustee shall comply with TIA ss. 310 (b), including the optional
provision permitted by the second sentence of TIA ss. 310(b)(9); provided,
however, that there shall be excluded from the operation of TIA ss. 310(b)(1)
any indenture or indentures under which other securities of the Issuer are
outstanding if the requirements for such exclusion set forth in TIA ss.
310(b)(1) are met.

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

                                   ARTICLE VII

                         Noteholders' Lists and Reports

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

          SECTION 7.2 Preservation of Information; Communications to
Noteholders. (a) The Trustee shall preserve, in as current a form as is
reasonably practicable, the names and addresses of the Holders contained in the
most recent list furnished to the Trustee as provided in 


                                      -42-
<PAGE>

Section 7.1 and the names and addresses of Holders received by the Trustee in
its capacity as Note Registrar. The Trustee may destroy any list furnished to it
as provided in such Section 7.1 upon receipt of a new list so furnished.

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

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

          SECTION 7.3 [Reserved (for public deal).

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

          SECTION 7.4 Reports by Trustee. If required by TIA ss. 313(a), within
60 days after each December 1, beginning with December 1, 1997, the Trustee
shall mail to each Noteholder as required by TIA ss. 313(c) a brief report dated
as of such date that complies with TIA ss. 313(a). The Trustee also shall comply
with TIA ss. 313(b).

          A copy of each report at the time of its mailing to Noteholders shall
be filed by the Trustee with the Commission, if required by the Exchange Act,
and each stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Trustee if and when the Notes are listed on any stock exchange.

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

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

          SECTION 8.2 Trust Accounts. (a) On or prior to the Closing Date, the
Issuer shall cause the Servicer to establish and maintain, in the name of the
Trustee, for the benefit of 


                                      -43-
<PAGE>

the Noteholders and the Certificateholders, the Trust Accounts as provided in
Section 5.1 of the Sale and Servicing Agreement.

          (b) On or before each Distribution Date, the Total Distribution Amount
with respect to the preceding Collection Period will be deposited in the
Collection Account as provided in Section 5.2 of the Sale and Servicing
Agreement. On or before each Distribution Date, the Noteholders' Distributable
Amount with respect to the preceding Collection Period will be transferred from
the Collection Account and/or the Reserve Account to the Note Distribution
Account as provided in Sections 5.5 and 5.6 of the Sale and Servicing Agreement.

          (c) On each Distribution Date and Redemption Date, the Trustee shall
distribute all amounts on deposit in the Note Distribution Account to
Noteholders in respect of the Notes to the extent of amounts due and unpaid on
the Notes for principal and interest in the following amounts and in the
following order of priority (except as otherwise provided in Section 5.4(b)):

               (i) accrued and unpaid interest on the Notes; provided that if
          there are not sufficient funds in the Note Distribution Account to pay
          the entire amount of accrued and unpaid interest then due on the
          Notes, the amount in the Note Distribution Account shall be applied to
          the payment of such interest on the Notes pro rata on the basis of the
          total such interest due on the Notes; and

               (ii) to the Holders of the Notes on account of principal until
          the Outstanding Amount of the Notes is reduced to zero.

          SECTION 8.3 General Provisions Regarding Accounts. (a) So long as no
Default or Event of Default shall have occurred and be continuing, all or a
portion of the funds in the Trust Accounts shall be invested in Eligible
Investments and reinvested by the Trustee upon Issuer Order, subject to the
provisions of Section 5.1(b) of the Sale and Servicing Agreement. All income or
other gain from investments of moneys deposited in the Trust Accounts (other
than the Payahead Account) shall be deposited (or caused to be deposited) by the
Trustee in the Collection Account, and any loss resulting from such investments
shall be charged to such account. All income or other gain from investments of
monies deposited in the Payahead Account shall be released by the Trustee to the
Depositor, net of any loss resulting from such investments charged to the
Payahead Account. The Issuer will not direct the Trustee to make any investment
of any funds or to sell any investment held in any of the Trust Accounts unless
the security interest Granted and perfected in such account will continue to be
perfected in such investment or the proceeds of such sale, in either case
without any further action by any Person, and, in connection with any direction
to the Trustee to make any such investment or sale, if requested by the Trustee,
the Issuer shall deliver to the Trustee an Opinion of Counsel, acceptable to the
Trustee, to such effect.

          (b) [Reserved]

          (c) Subject to Section 6.1(c), the Trustee shall not in any way be
held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Eligible 


                                      -44-
<PAGE>

Investment included therein except for losses attributable to the Trustee's
failure to make payments on such Eligible Investments issued by the Trustee, in
its commercial capacity as principal obligor and not as trustee, in accordance
with their terms.

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

          SECTION 8.4 Release of Trust Estate. (a) Subject to Article VI
hereunder, the 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 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 Trustee as provided in this
Article VIII shall be bound to ascertain the Trustee's authority, inquire into
the satisfaction of any conditions precedent or see to the application of any
moneys.

          (b) The Trustee shall, at such time as there are no Notes outstanding
and all sums due the Trustee pursuant to Section 6.7 have been paid, release any
remaining portion of the Trust Estate that secured the 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 Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.4(b) only
upon receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA) Independent Certificates in
accordance with TIA ss. 314(c) and 314(d)(1) meeting the applicable requirements
of Section 11.1.

          SECTION 8.5 Opinion of Counsel. The Trustee shall receive at least
seven days' notice when requested by the Issuer to take any action pursuant to
Section 8.4(a), accompanied by copies of any instruments involved, and the
Trustee shall also require as a condition to such action, an Opinion of Counsel,
in form and substance satisfactory to the Trustee, stating the legal effect of
any such action, outlining the steps required to complete the same, and
concluding that all conditions precedent to the taking of such action have been
complied with and such action will not materially and adversely impair the
security for the Notes or the rights of the Noteholders in contravention of the
provisions of this Indenture; provided, however, that such Opinion of Counsel
shall not be required to express an opinion as to the fair value of the Trust
Estate. Counsel rendering any such opinion may rely, without independent
investigation, on the accuracy and validity of any certificate or other
instrument delivered to the Trustee in connection with any such action.



                                      -45-
<PAGE>

                                   ARTICLE IX

                             Supplemental Indentures

          SECTION 9.1 Supplemental Indentures Without Consent of Noteholders.
(a) Without the consent of the Holders of any Notes but with prior notice to the
Rating Agencies by the Issuer, as evidenced to the Trustee, the Issuer and the
Trustee, when authorized by an Issuer Order, at any time and from time to time,
may enter into one or more indentures supplemental hereto (which shall conform
to the provisions of the Trust Indenture Act as in force at the date of the
execution thereof), in form satisfactory to the Trustee, for any of the
following purposes:

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

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

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

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

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

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

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


                                      -46-
<PAGE>

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

          (b) The Issuer and the 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 Agencies by the Issuer, as evidenced to the Trustee, enter
into an indenture or indentures supplemental hereto for the purpose of adding
any provisions to, or changing in any manner or eliminating any of the
provisions of, this Indenture or of modifying in any manner the rights of the
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 Noteholder; provided, further, that any
amendment within the scope of Section 9.2 (i)-(vii) shall be deemed to
materially and adversely affect the interests of the Noteholders, as evidenced
by an Officer's Certificate of the Servicer delivered to the Trustee.

          SECTION 9.2 Supplemental Indentures with Consent of Noteholders. The
Issuer and the Trustee, when authorized by an Issuer Order, also may, with prior
notice to the Rating Agencies and with the consent of the Holders of not less
than a majority of the outstanding Amount of the Notes, by Act of such Holders
delivered to the Issuer and the Trustee, enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to, or changing in
any manner or eliminating any of the provisions of, this Indenture or of
modifying in any manner the rights of the 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:

               (i) change the date of payment of any installment of principal of
          or interest on any Note, or reduce the principal amount thereof, the
          interest rate thereon or the Redemption Price with respect thereto,
          change the provision of this Indenture relating to the application of
          collections on, or the proceeds of the sale of, the Trust Estate to
          payment of principal of or interest on the Notes, or change any place
          of payment where, or the coin or currency in which, any Note or the
          interest thereon is payable, or impair the right to institute suit for
          the enforcement of the provisions of this Indenture requiring the
          application of funds available therefor, as provided in Article V, to
          the payment of any such amount due on the Notes on or after the
          respective due dates thereof (or, in the case of redemption, on or
          after the Redemption Date);

               (ii) reduce the percentage of the 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;


                                      -47-
<PAGE>

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

               (iv) reduce the percentage of the Outstanding Amount of the Notes
          required to direct the Trustee to direct the Issuer to sell or
          liquidate the Trust Estate pursuant to Section 5.4;

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

               (vi) modify any of the provisions of this Indenture in such
          manner as to affect the calculation of the amount of any payment of
          interest or principal due on any Note on any Distribution Date
          (including the calculation of any of the individual components of such
          calculation) or to affect the rights of the Holders of Notes to the
          benefit of any provisions for the mandatory redemption of the Notes
          contained herein; or

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

          The Trustee may 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 Trustee shall not be liable for any such
determination made in good faith.

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

          Promptly after the execution by the Issuer and the Trustee of any
supplemental indenture pursuant to this Section, the Trustee shall mail to the
Holders of the Notes to which such amendment or supplemental indenture relates a
notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the Trustee to mail such notice, or any defect
therein, shall not, however, in any way impair or affect the validity of any
such supplemental indenture.

          SECTION 9.3 Execution of Supplemental Indentures. In executing, or
permitting the additional trusts created by, any supplemental indenture
permitted by this Article IX or the modifications thereby of the trusts created
by this Indenture, the Trustee shall be entitled to receive, and subject to
Sections 6.1 and 6.2, shall be fully protected in relying upon, 


                                      -48-
<PAGE>

an Opinion of Counsel stating that the execution of such supplemental indenture
is authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture that affects the
Trustee's own rights, duties, liabilities or immunities under this Indenture or
otherwise. The Trustee shall provide copies of each such supplemental indenture
to each of the Rating Agencies.

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

          SECTION 9.5 Conformity With Trust Indenture Act. Every amendment of
this Indenture and every supplemental indenture executed pursuant to this
Article IX shall conform to the requirements of the Trust Indenture Act as then
in effect so long as this Indenture shall then be qualified under the Trust
Indenture Act.

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

                                    ARTICLE X

                               Redemption of Notes

          SECTION 10.1 Redemption. (a) The Notes are subject to redemption in
whole, but not in part, (i) at the direction of the Depositor pursuant to
Section 9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on
which the Depositor exercises its option to purchase the Trust Estate pursuant
to said Section 9.1(a) and (ii) upon the mandatory sale of the Receivables
pursuant to Section 9.2 of the Sale and Servicing Agreement. The purchase price
for the Notes shall be equal to the Redemption Price; provided, however, that
the Issuer has available funds sufficient to pay the Redemption Price. The
Servicer shall furnish the Rating Agencies notice of such redemption. If the
Notes are to be redeemed 


                                      -49-
<PAGE>

pursuant to this Section 10.1(a) (i) or (ii), the Servicer shall furnish notice
to the Trustee not later than 25 days prior to the Redemption Date and the
Issuer shall deposit with the Trustee in the Note Distribution Account, on or
before the Redemption Date, the Redemption Price of the Notes to be redeemed
whereupon all such Notes shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.2 to each Holder of the
Notes.

          (b) In the event that the assets of the Trust are sold pursuant to
Section 9.2 of the Trust Agreement, all amounts on deposit in the Note
Distribution Account shall be paid to the Noteholders up to the Outstanding
Amount of the Notes and all accrued and unpaid interest thereon. If amounts are
to be paid to Noteholders pursuant to this Section 10.1(b), the Servicer shall,
to the extent practicable, furnish notice of such event to the Trustee not later
than 25 days prior to the Redemption Date whereupon all such amounts shall be
payable on the Redemption Date.

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

          All notices of redemption shall state:

               (i) the Redemption Date;

               (ii) the Redemption Price;

               (iii) that the Record Date otherwise applicable to such
          Redemption Date is not applicable and that payments shall be made only
          upon presentation and surrender of such Notes and the place where such
          Notes are to be surrendered for payment of the Redemption Price (which
          shall be the office or agency of the Issuer to be maintained as
          provided in Section 3.2); and

               (iv) that interest on the Notes shall cease to accrue on the
          Redemption Date.

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

          (b) Prior notice of redemption under Sections 10.1(b) is not required
to be given to Noteholders.

          SECTION 10.3 Notes Payable on Redemption Date. The Notes to be
redeemed shall, following notice of redemption as required by Section 10.2 (in
the case of redemption pursuant to Section 10.1(a)), on the Redemption Date
become due and payable at the Redemption Price and (unless the Issuer shall
default in the payment of the Redemption Price) no interest shall accrue on the
Redemption Price for any period after the date to which accrued interest is
calculated for purposes of calculating the Redemption Price.


                                      -50-
<PAGE>

                                   ARTICLE XI

                                  Miscellaneous

          SECTION 11.1 Compliance Certificates and Opinions, etc.. (a) Upon any
application or request by the Issuer to the Trustee to take any action under any
provision of this Indenture, the Issuer shall furnish to the Trustee (i) an
Officer's Certificate stating that all conditions precedent, if any, provided
for in this Indenture relating to the proposed action have been complied with,
(ii) an Opinion of Counsel stating that in the opinion of such counsel all such
conditions precedent, if any, have been complied with and (iii) (if required by
the TIA) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section, except that, in the case of
any such application or request as to which the furnishing of such documents is
specifically required by any provision of this Indenture, no additional
certificate or opinion need be furnished.

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

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

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

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

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

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

               (ii) Whenever the Issuer is required to furnish to the Trustee an
          Officer's Certificate certifying or stating the opinion of any signer
          thereof as to the matters 


                                      -51-
<PAGE>

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

               (iii) Other than with respect to the release of any Purchased
          Receivables or Liquidated Receivables, whenever any property or
          securities are to be released from the lien of this Indenture, the
          Issuer shall also furnish to the Trustee an Officer's Certificate
          certifying or stating the opinion of each person signing such
          certificate as to the fair value (within 90 days of such release) of
          the property or securities proposed to be released and stating that in
          the opinion of such person the proposed release will not impair the
          security under this Indenture in contravention of the provisions
          hereof.

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

               (v) Notwithstanding Section 2.9 or any other provision of this
          Section, the Issuer may (A) collect, liquidate, sell or otherwise
          dispose of Receivables as and to the extent permitted or required by
          the Basic Documents and (B) make cash payments out of the Trust
          Accounts as and to the extent permitted or required by the Basic
          Documents.

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


                                      -52-
<PAGE>

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

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

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

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

          (b) The fact and date of the execution by any person of any such
instrument or writing may be proved in any customary manner of the Trustee.


                                      -53-
<PAGE>

          (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
Trustee or the Issuer in reliance thereon, whether or not notation of such
action is made upon such Note.

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

          (a) The Trustee by any Noteholder or by the Issuer shall be sufficient
for every purpose hereunder if personally delivered, delivered by overnight
courier or mailed certified mail, return receipt requested and shall be deemed
to have been duly given upon receipt to the Trustee at its Corporate Trust
Office, or

          (b) The Issuer by the Trustee or by any Noteholder shall be in writing
and sufficient for every purpose hereunder if personally delivered, delivered by
overnight courier or mailed certified mail, return receipt requested and shall
be deemed to have been duly given upon receipt to the Issuer addressed to:
Centrex Auto Trust 1996-B, in care of the Owner Trustee, Attention: Corporate
Trust Administration at the address of the Owner Trustee's Corporate Trust
Office set forth in the Trust Agreement or at any other address previously
furnished in writing to the Trustee by Issuer. The Issuer shall promptly
transmit any notice received by it from the Noteholders to the Trustee.

          Notices required to be given to the Rating Agencies by the Issuer, the
Trustee or the Owner Trustee shall be in writing, personally delivered,
delivered by overnight courier or mailed certified mail, return receipt
requested to (i) in the case of Moody's, at the following address: Moody's
Investors Service, Inc., 99 Church Street, New York, New York 10004, Attention:
ABS Monitoring Department and (ii) in the case of S&P, at the following address:
Standard & Poor's Ratings Group, 26 Broadway (15th Floor), New York, New York
10004, Attention of Asset Backed Surveillance Department; or as to each of the
foregoing, at such other address as shall be designated by written notice to the
other parties.

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


                                      -54-
<PAGE>

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

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

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

          SECTION 11.6 Alternate Payment and Notice Provisions. Notwithstanding
any provision of this Indenture or any of the Notes to the contrary, the Issuer
may enter into any agreement with any Holder of a Note providing for a method of
payment, or notice by the Trustee or any Paying Agent to such Holder, that is
different from the methods provided for in this Indenture for such payments or
notices, provided that such methods are reasonable and consented to by the
Trustee (which consent shall not be unreasonably withheld). The Issuer will
furnish to the Trustee a copy of each such agreement and the Trustee will cause
payments to be made and notices to be given in accordance with such agreements.

          SECTION 11.7 Conflict with Trust Indenture Act. If any provision
hereof limits, qualifies or conflicts with another provision hereof that is
required to be included in this indenture by any of the provisions of the Trust
Indenture Act, such required provision shall control.

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

          SECTION 11.8 Effect of Headings and Table of Contents. The Article and
Section headings herein and the Table of Contents are for convenience only and
shall not affect the construction hereof.

          SECTION 11.9 Successors and Assigns. All covenants and agreements in
this Indenture and the Notes by the Issuer shall bind its successors and
assigns, whether so expressed or not. All agreements of the Trustee in this
Indenture shall bind its successors.


                                      -55-
<PAGE>

          SECTION 11.10 Separability. In case any provision in this Indenture or
in the Notes shall be invalid, illegal or unenforceable, the validity, legality,
and enforceability of the remaining provisions shall not in any way be affected
or impaired thereby.

          SECTION 11.11 Benefits of Indenture. Nothing in this Indenture or in
the Notes, express or implied, shall give to any Person, other than the parties
hereto and their successors hereunder, and the Noteholders, and any other party
secured hereunder, and any other person with an Ownership interest in any part
of the Trust Estate, any benefit or any legal or equitable right, remedy or
claim under this Indenture.

          SECTION 11.12 Legal Holidays. In any case where the date on which any
payment is due shall not be a Business Day, then (notwithstanding any other
provision of the Notes or this Indenture) payment need not be made on such date,
but may be made on the next succeeding Business Day with the same force and
effect as if made on the date an which nominally due, and no interest shall
accrue for the period from and after any such nominal date.

          SECTION 11.13 GOVERNING LAW. THIS INDENTURE SHALL BE CONSTRUED IN
ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK, WITHOUT REFERENCE TO ITS
CONFLICT OF LAW PROVISIONS, AND THE OBLIGATIONS, RIGHTS AND REMEDIES OF THE
PARTIES HEREUNDER SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

          SECTION 11.14 Counterparts. This Indenture may be executed in any
number of counterparts, each of which so executed shall be deemed to be an
original, but all such counterparts shall together constitute but one and the
same instrument.

          SECTION 11.15 Recording of Indenture. If this Indenture is subject to
recording in any appropriate public recording offices, such recording is to be
effected by the Issuer and at its expense accompanied by an Opinion of Counsel
(which may be counsel to the Trustee or any other counsel reasonably acceptable
to the Trustee) to the effect that such recording is necessary either for the
protection of the Noteholders or any other person secured hereunder or for the
enforcement of any right or remedy granted to the Trustee under this Indenture.

          SECTION 11.16 Trust Obligation. No recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer, the Depositor, the
Servicer, the holder of the GP Interest, the Owner Trustee or the Trustee on the
Notes or under this Indenture or any certificate or other writing delivered in
connection herewith or therewith, against (i) the Depositor, the Servicer, the
holder of the GP Interest, the Trustee or the Owner Trustee in its individual
capacity, (ii) any owner of a beneficial interest in the Issuer or (iii) any
partner, owner, beneficiary, agent, officer, director, employee or agent of the
Depositor, the Servicer, the holder of the GP Interest, the Trustee or the Owner
Trustee in its individual capacity, any holder of a beneficial interest in the
Issuer, the Depositor, the Servicer, the holder of the GP Interest, the Owner
Trustee or the Trustee or of any successor or assign of the Depositor, the
Servicer, the holder of the GP Interest, the Trustee or the Owner Trustee in its
individual capacity, except as any such Person may have expressly agreed (it
being understood that the Trustee and the Owner 


                                      -56-
<PAGE>

Trustee 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 Article VI, VII and
VIII of the Trust Agreement.

          SECTION 11.17 No Petition. The Trustee, by entering into this
Indenture, and each Noteholder, by accepting a Note, hereby covenant and agree
that they will not at any time institute against the Depositor, the holder of
the GP Interest or the Trust, or join in any institution against the Depositor,
the holder of the GP Interest or the Trust 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 Basic
Documents.

          SECTION 11.18 Inspection. The Issuer agrees that, on reasonable prior
notice, it will permit any representative of the Trustee, during the Issuer's
normal business hours, to examine all the books of account, records, reports,
and other papers of the Issuer, to make copies and extracts therefrom, to cause
such books to be audited by Independent certified public accountants, and to
discuss the Issuer's affairs, finances and accounts with the Issuer's officers,
employees, and independent certified public accountants, all at such reasonable
times and as often as may be reasonably requested. The Trustee shall and shall
cause its representatives to hold in confidence all such information except to
the extent disclosure may be required by law (and all reasonable applications
for confidential treatment are unavailing) and except to the extent that the
Trustee may reasonably determine that such disclosure is consistent with its
Obligations hereunder.

                      [THIS SPACE LEFT INTENTIONALLY BLANK]


                                      -57-
<PAGE>

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


                                       CENTREX AUTO TRUST 1996-B,

                                       By: BANKERS TRUST (DELAWARE), not in its
                                           individual capacity but solely as 
                                           Owner Trustee,


                                       By:______________________________________
                                          Name:
                                          Title:


                                       THE BANK OF NEW YORK,
                                           not in its individual capacity
                                           but solely as Trustee,


                                       By:______________________________________
                                          Name:
                                          Title:



                                      -58-
<PAGE>

                                 [Form of Note]                        EXHIBIT D

REGISTERED                                                       $

No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                               CUSIP NO. 156394 AC2

          THE NOTES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED (THE "SECURITIES ACT") OR ANY STATE SECURITIES OR "BLUE SKY" LAWS.
THE HOLDER HEREOF, BY PURCHASING ANY NOTE, AGREES FOR THE BENEFIT OF THE ISSUER
THAT SUCH NOTE IS BEING ACQUIRED FOR ITS OWN ACCOUNT AND NOT WITH A VIEW TO
DISTRIBUTION AND MAY BE RESOLD, PLEDGED OR TRANSFERRED ONLY (1) TO THE ISSUER
(UPON REDEMPTION THEREOF OR OTHERWISE), (2) TO A PERSON THE TRANSFEROR
REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER (AS DEFINED IN RULE 144A
UNDER THE SECURITIES ACT) IN A TRANSACTION MEETING THE REQUIREMENTS OF RULE
144A, PURCHASING FOR ITS OWN ACCOUNT OR FOR THE ACCOUNT OF A QUALIFIED
INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN THAT THE RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, OR (3) IN A TRANSACTION
COMPLYING WITH THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND IN
ACCORDANCE WITH ANY APPLICABLE SECURITIES LAWS OF ANY STATE OF THE UNITED STATES
OR ANY OTHER JURISDICTION.

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

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


                                      D-1
<PAGE>

                            CENTREX AUTO TRUST 1996-B

                            6.15% ASSET BACKED NOTES

          Centrex Auto Trust 1996-B, a business trust organized and existing
under the laws of the State of Delaware (herein referred to as the "Issuer"),
for value received, hereby promises to pay to CEDE & CO., or registered assigns,
the principal sum of [______] DOLLARS payable on each Distribution Date in an
amount equal to the result obtained by multiplying (i) a fraction the numerator
of which is $[INSERT INITIAL PRINCIPAL AMOUNT OF NOTE) and the denominator of
which is $87,400,000 by (ii) the aggregate amount, if any, payable from the Note
Distribution Account in respect of principal on the Notes pursuant to Section
3.1 of the Indenture; provided, however, that the entire unpaid principal amount
of this Note shall be due and payable on the earlier of the September 2004
Distribution Date (the "Note Final Scheduled Distribution Date") and the
Redemption Date, if any, pursuant to Section 10.1(a) (i) or (ii) or Section
10.1(b) of the Indenture. The Issuer will pay interest on this Note at the rate
per annum shown above on each Distribution Date commencing in January 1997 until
the principal of this Note is paid or made available for payment, on the
principal amount of this Note outstanding on the preceding Distribution Date
(after giving effect to all payments of principal made on the preceding
Distribution Date). Interest on this Note will accrue for each Distribution Date
from the most recent Distribution Date on which interest has been paid to but
excluding such Distribution Date or, if no interest has yet been paid, from
December 19, 1996. Interest will be computed on the basis of a 360-day year of
twelve 30-day months. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

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

          Reference is made to the further provisions of this Note set forth on
the reverse hereof, which shall have the same effect as though fully set forth
on the face of this Note.

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


                                      D-2
<PAGE>

          IN WITNESS WHEREOF, the Issuer has caused this instrument to be
signed, manually or in facsimile, by its Authorized Officer as of the date set
forth below.

Date:                             CENTREX AUTO TRUST 1996-B,

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

                                       By:______________________________________
                                                  Authorized Signatory


                     TRUSTEE'S CERTIFICATE OF AUTHENTICATION

          This is one of the 6.15% Asset Backed Notes of Centrex Auto Trust
1996-B designated above and referred to in the within-mentioned Indenture.

Date:                             THE BANK OF NEW YORK,
                                       not in its individual capacity
                                       but solely as Trustee,



                                       By:  ____________________________________
                                                  Authorized Signatory


                                      D-3
<PAGE>

                                [REVERSE OF NOTE]

          This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its 6.15% Asset Backed Notes (herein called the "Notes"), all
issued under an Indenture dated as of December 14, 1996 (such indenture, as
supplemented or amended, is herein called the "Indenture"), between the Issuer
and The Bank of New York, as trustee (the "Trustee", which term includes any
successor Trustee under the Indenture), to which Indenture and all indentures
supplemental thereto reference is hereby made for a statement of the respective
rights and obligations thereunder of the Issuer, the Trustee and the Holders of
the Notes. The Notes are subject to all terms of the Indenture. All terms used
in this Note that are defined in the Indenture, as supplemented or amended,
shall have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

          The Notes are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture.

          Principal of the Notes will be payable on each Distribution Date in an
amount described on the face hereof. "Distribution Date" means the fifteenth day
of each month, or, if any such date is not a Business Day, the next succeeding
Business Day, commencing January 1997.

          As described above, the entire unpaid principal amount of this Note
shall be due and payable on the earlier of the Note Final Scheduled Distribution
Date and the Redemption Date, if any, pursuant to Section 10.1(a) (i) or (ii) or
Section 10.1(b) of the Indenture. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing and the Trustee
or the Holders of the Notes 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 5.2 of the Indenture. All
principal payments on the Notes shall be made pro rata to the Noteholders
entitled thereto.

          Payments of interest on this Note due and payable on each Distribution
Date, together with the installment of principal, if any, to the extent not in
full payment of this Note, shall be made by check mailed to the Person whose
name appears as the Holder of this Note (or one or more Predecessor Notes) on
the Note Register as of the close of business on each Record Date, except that
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.), payments will
be made by wire transfer in immediately available funds to the account
designated by such nominee. Such checks shall be mailed to the Person entitled
thereto at the address of such Person as it appears on the Note Register as of
the applicable Record Date without requiring that this Note be submitted for
notation of payment. Any reduction in the principal amount of this Note (or any
one or more Predecessor Notes) effected by any payments made on any Distribution
Date shall be binding upon all future Holders of this Note and of any Note
issued upon the registration of transfer hereof or in exchange hereof or in lieu
hereof, whether or not noted hereon. If funds are expected


                                      D-4
<PAGE>

to be available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Distribution Date, then the
Trustee, in the name of and on behalf of the Issuer, will notify the Person who
was the Holder hereof as of the Record Date preceding such Distribution Date by
notice mailed prior to such Distribution Date and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Trustee's principal Corporate Trust Office or at the office of the Trustee's
agent appointed for such purposes located in the City of New York.

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

          As provided in the Indenture, the Notes may be redeemed in whole, but
not in part, (i) at the option of the Depositor, on any Distribution Date on or
after the date on which the Pool Balance is less than ten percent of the Initial
Pool Balance or (ii) if the Depositor has not exercised its rights in clause (i)
within ten days following a Distribution Date as of which the Pool Balance is 5%
or less of the Initial Pool Balance, an auction sale shall be conducted (as
described in the Sale and Servicing Agreement).

          As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, (i) duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Trustee duly executed by, the Holder hereof or his attorney duly authorized in
writing, with such signature guaranteed by an "eligible guarantor institution"
meeting the requirements of the Note Registrar which requirements include
membership or participation in Securities Transfer Agents Medallion Program
("Stamp") or such other "signature guarantee program" as may be determined by
the Note Registrar in addition to, or in substitution for, Stamp, all in
accordance with the Exchange Act, and (ii) accompanied by such other documents
as the Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate principal amount will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that no
recourse may be taken, directly or indirectly, with respect to the obligations
of the Issuer, the Owner Trustee or the Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection therewith,
against (i) the Depositor, the Servicer, the holder of the GP Interest, the
Trustee or the Owner Trustee in its individual capacity, (ii) any owner of a
beneficial interest in the Issuer or (iii) any partner, owner, beneficiary,
agent, officer, director or employee of the Depositor, the Servicer, the holder
of the GP Interest, the Trustee or the Owner Trustee in its 


                                      D-5
<PAGE>

individual capacity, any holder of a beneficial interest in the Issuer, the
Depositor, the Servicer, the holder of the GP Interest, the Owner Trustee or the
Trustee or of any successor or assign of the Depositor, the Servicer, the holder
of the GP Interest, the Trustee or the Owner Trustee in its individual capacity,
except as any such Person may have expressly agreed (it being understood that
the Trustee and the Owner Trustee 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.

          Each Noteholder or Note Owner, by acceptance of a Note or, in the case
of a Note Owner, a beneficial interest in a Note covenants and agrees that by
accepting the benefits of the Indenture that such Noteholder will not at any
time institute against the Depositor, the holder of the GP Interest or the
Issuer, or join in any institution against the Depositor, the holder of the GP
Interest 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, the Indenture or the Basic Documents.

          Prior to the due presentment for registration of transfer of this
Note, the Issuer, the Trustee and any agent of the Issuer or the Trustee may
treat the Person in whose name this Note (as of the day of determination or as
of such other date as may be specified in the Indenture) is registered as the
owner hereof for all purposes, whether or not this Note be overdue, and neither
the Issuer, the Trustee nor any such agent shall be affected by notice to the
contrary.

          The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Notes under the Indenture at any
time by the Issuer with the consent of the Holders of Notes representing a
majority of the Outstanding Amount of all Notes at the time Outstanding. The
Indenture also contains provisions permitting the Holders of Notes representing
specified percentages of the Outstanding Amount of the Notes, on behalf of the
Holders of all the Notes, to waive compliance by the Issuer with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by the Holder of this Note (or
any one of more Predecessor Notes) shall be conclusive and binding upon such
Holder and upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof whether
or not notation of such consent or waiver is made upon this Note. The Indenture
also permits the Trustee to amend or waive certain terms and conditions set
forth in the Indenture without the consent of Holders of the Notes issued
thereunder.

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

          The Issuer is permitted by the Indenture, under certain circumstances,
to merge or consolidate, subject to the rights of the Trustee and the Holders of
Notes under the Indenture.

          The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.


                                      D-6
<PAGE>

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

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

          Anything herein to the contrary notwithstanding, except as expressly
provided in the Indenture or the Basic Documents, neither The Bank of New York
in its individual capacity, Bankers Trust (Delaware) in its individual capacity,
any owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns shall be personally liable for, nor shall recourse be had to any of them
for, the payment of principal of or interest on, or performance of, or omission
to perform, any of the covenants, obligations or indemnifications contained in
this Note or the Indenture, it being expressly understood that said covenants,
obligations and indemnifications have been made by the Owner Trustee for the
sole purposes of binding the interests of the Owner Trustee in the assets of the
Issuer. The Holder of this Note by the acceptance hereof agrees that except as
expressly provided in the Indenture or the Basic Documents, in the case of an
Event of Default under the Indenture, the Holder shall have no claim against any
of the foregoing for any deficiency, loss or claim therefrom; provided, however,
that nothing contained herein shall be taken to prevent recourse to, and
enforcement against, the assets of the Issuer for any and all liabilities,
obligations and undertakings contained in the Indenture or in this Note.


                                      D-7
<PAGE>

                                   ASSIGNMENT


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


          FOR VALUE RECEIVED, the undersigned hereby sells, assigns and
transfers unto --------------------------------

                         (name and address of assignee)

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

Dated: ___________                     _________________________________(3)
                                                   Signature Guaranteed:

_______________1


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


                                      D-8