Exhibit 10.02

                                                                  Execution Copy

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



                            CENTREX AUTO TRUST 1996-A


                            6.75% Asset Backed Notes



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


                                    INDENTURE

                         Dated as of September 13, 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
    (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
    (b)       ................................................   3.3
318 (a)       ................................................   11.7

--------
(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>

                                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...............................     9
SECTION 1.3       Rules of Construction................................     9

                                   ARTICLE II

                                    The Notes

SECTION 2.1       Form.................................................    10
SECTION 2.2       Execution, Authentication and
                     Delivery..........................................    10
SECTION 2.3       Temporary Notes......................................    11
SECTION 2.4       Registration; Registration of
                     Transfer and Exchange.............................    11
SECTION 2.5       Mutilated, Destroyed, Lost or
                     Stolen Notes......................................    13
SECTION 2.6       Persons Deemed Owner.................................    14
SECTION 2.7       Payment of Principal and Interest;
                     Defaulted Interest................................    14
SECTION 2.8       Cancellation.........................................    15
SECTION 2.9       Release of Collateral................................    15
SECTION 2.10      Book-Entry Notes.....................................    16
SECTION 2.11      Notices to Clearing Agency...........................    17
SECTION 2.12      Definitive Notes.....................................    17
SECTION 2.13      Restrictions on Transferability.....................     17

                                   ARTICLE III

                                    Covenants

SECTION 3.1       Payment of Principal and Interest....................    18
SECTION 3.2       Maintenance of Office or Agency......................    19
SECTION 3.3       Money for Payments To Be Held in Trust...............    19
SECTION 3.4       Existence............................................    21
SECTION 3.5       Protection of Trust Estate...........................    21
SECTION 3.6       Opinions as to Trust Estate..........................    21
SECTION 3.7       Performance of Obligations;
                     Servicing of Receivables..........................    22
SECTION 3.8       Negative Covenants...................................    25
SECTION 3.9       Annual Statement as to Compliance....................    25

                                       (i)
<PAGE>

                                                                         Page
                                                                         ----

SECTION 3.10      Issuer May Consolidate, Etc.
                     Only on Certain Terms.............................    26
SECTION 3.11      Successor or Transferee..............................    28
SECTION 3.12      No Other Business....................................    28
SECTION 3.13      No Borrowing.........................................    28
SECTION 3.14      Servicer's Obligations...............................    28
SECTION 3.15      Guarantees, Loans, Advances and
                     Other Liabilities.................................    28
SECTION 3.16      Capital Expenditures.................................    28
SECTION 3.17      [Reserved]...........................................    28
SECTION 3.18      Restricted Payments..................................    28
SECTION 3.19      Notice of Events of Default..........................    29
SECTION 3.20      Further Instruments and Acts.........................    29

                                   ARTICLE IV

                           Satisfaction and Discharge

SECTION 4.1       Satisfaction and Discharge of Indenture..............    29
SECTION 4.2       Application of Trust Money...........................    30
SECTION 4.3       Repayment of Moneys Held by
                     Paying Agent......................................    31

                                    ARTICLE V

                                    Remedies

SECTION 5.1       Events of Default....................................    31
SECTION 5.2       Acceleration of Maturity;
                     Rescission and Annulment..........................    32
SECTION 5.3       Collection of Indebtedness and Suits
                     for Enforcement by Trustee........................    33
SECTION 5.4       Remedies; Priorities.................................    36
SECTION 5.5       Optional Preservation of
                     the Receivables...................................    37
SECTION 5.6       Limitation of Suits..................................    37
SECTION 5.7       Unconditional Rights of Noteholders
                     To Receive Principal and Interest.................    38
SECTION 5.8       Restoration of Rights and Remedies...................    38
SECTION 5.9       Rights and Remedies Cumulative.......................    39
SECTION 5.10      Delay or Omission Not a Waiver.......................    39
SECTION 5.11      Control by Noteholders...............................    39
SECTION 5.12      Waiver of Past Defaults..............................    39
SECTION 5.13      Undertaking for Costs................................    40
SECTION 5.14      Waiver of Stay or Extension Laws.....................    40
SECTION 5.15      Action on Notes......................................    41

                                      (ii)
<PAGE>

                                                                         Page
                                                                         ----

SECTION 5.16      Performance and Enforcement of
                   Certain Obligations.................................    41

                                   ARTICLE VI

                                   The Trustee

SECTION 6.1       Duties of Trustee....................................    41
SECTION 6.2       Rights of Trustee....................................    43
SECTION 6.3       Individual Rights of Trustee.........................    43
SECTION 6.4       Trustee's Disclaimer.................................    43
SECTION 6.5       Notice of Defaults...................................    44
SECTION 6.6       Reports by Trustee to Holders........................    44
SECTION 6.7       Compensation and Indemnity...........................    44
SECTION 6.8       Replacement of Trustee...............................    45
SECTION 6.9       Successor Trustee by Merger..........................    46
SECTION 6.10      Appointment of Co-Trustee or
                     Separate Trustee..................................    46
SECTION 6.11      Eligibility; Disqualification........................    48
SECTION 6.12      Preferential Collection of Claims
                     Against Issuer....................................    48

                                   ARTICLE VII

                         Noteholders' Lists and Reports

SECTION 7.1       Issuer To Furnish Trustee Names and
                     Addresses of Noteholders..........................    48
SECTION 7.2       Preservation of Information;
                     Communications to Noteholders.....................    48
SECTION 7.3       [Reserved]...........................................    49
SECTION 7.4       Reports by Trustee...................................    49

                                  ARTICLE VIII

                      Accounts, Disbursements and Releases

SECTION 8.1       Collection of Money..................................    49
SECTION 8.2       Trust Accounts.......................................    49
SECTION 8.3       General Provisions Regarding Accounts................    50
SECTION 8.4       Release of Trust Estate..............................    51
SECTION 8.5       Opinion of Counsel...................................    52


                                      (iii)
<PAGE>

                                                                         Page
                                                                         ----

                                   ARTICLE IX

                             Supplemental Indentures

SECTION 9.1       Supplemental Indentures Without
                     Consent of Noteholders............................    52
SECTION 9.2       Supplemental Indentures with
                     Consent of Noteholders............................    53
SECTION 9.3       Execution of Supplemental Indentures.................    55
SECTION 9.4       Effect of Supplemental Indenture.....................    55
SECTION 9.5       Conformity with Trust Indenture Act..................    56
SECTION 9.6       Reference in Notes to Supplemental
                     Indentures........................................    56

                                    ARTICLE X

                               Redemption of Notes

SECTION 10.1      Redemption...........................................    56
SECTION 10.2      Form of Redemption Notice............................    57
SECTION 10.3      Notes Payable on Redemption Date.....................    57

                                   ARTICLE XI

                                  Miscellaneous

SECTION 11.1      Compliance Certificates and
                     Opinions, etc.....................................    58
SECTION 11.2      Form of Documents Delivered to
                     Trustee...........................................    60
SECTION 11.3      Acts of Noteholders..................................    61
SECTION 11.4      Notices, etc., to Trustee, Issuer
                     and Rating Agencies...............................    61
SECTION 11.5      Notices to Noteholders; Waiver.......................    62
SECTION 11.6      Alternate Payment and Notice
                     Provisions........................................    63
SECTION 11.7      Conflict with Trust Indenture Act....................    63
SECTION 11.8      Effect of Headings and Table
                     of Contents.......................................    63
SECTION 11.9      Successors and Assigns...............................    63
SECTION 11.10     Separability.........................................    63
SECTION 11.11     Benefits of Indenture................................    64
SECTION 11.12     Legal Holidays.......................................    64
SECTION 11.13     Governing Law........................................    64
SECTION 11.14     Counterparts.........................................    64
SECTION 11.15     Recording of Indenture...............................    64
SECTION 11.16     Trust Obligation.....................................    64
SECTION 11.17     No Petition..........................................    65


                                      (iv)
<PAGE>

                                                                         Page
                                                                         ----

SECTION 11.18     Inspection...........................................    65

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


                                       (v)
<PAGE>

                             INDENTURE dated as of September 13, 1996, between
                 CENTREX AUTO TRUST 1996-A, a Delaware business trust (the
                 "Issuer"), and THE BANK OF NEW YORK, a New York banking
                 corporation, as trustee and not in its individual capacity (the
                 "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 6.75% 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.
<PAGE>

           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.

                                    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 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.


                                  - 2 -
<PAGE>

           "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.

           "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


                                  - 3 -
<PAGE>

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.

           "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 Seller 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 Seller or any Affiliate of
any of the foregoing Persons and (c) is not connected with the Issuer, any such
other obligor, the Seller 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 6.75% 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.


                                  - 4 -
<PAGE>

           "Notes" means the 6.75% 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.

           "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;


                                      - 5 -
<PAGE>

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 Seller 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 Seller 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.

           "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.


                                      - 6 -
<PAGE>

           "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 September 13, 1996, among the Issuer, the Seller, 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).

           "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.


                                      - 7 -
<PAGE>

           (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


                                      - 8 -
<PAGE>

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

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

Seller...............................................       Section 1.1

Servicer.............................................       Section 1.1

Servicer Default.....................................       Section 1.1


                                     - 9 -
<PAGE>

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.

           SECTION 1.3 Rules of Construction. Unless the context otherwise
requires:

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


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           (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.

           The Trustee shall upon Issuer Order authenticate and deliver Notes
for original issue in an aggregate principal amount


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of $82,087,000. 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 $250,000
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


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appoint a successor or, if it elects not to make such an appointment, assume the
duties of Note Registrar.

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


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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.

           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


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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.

           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.


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           (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 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.


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           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.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

           (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


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      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.


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<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 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


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<PAGE>

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;


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<PAGE>

           (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;

           (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


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<PAGE>

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 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


                                     - 22 -
<PAGE>

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
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


                                     - 23 -
<PAGE>

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 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


                                     - 24 -
<PAGE>

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 Seller
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 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.


                                     - 25 -
<PAGE>

           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 otherwise 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 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.


                                     - 26 -
<PAGE>

           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 supplemental 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 supplemental 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


                                     - 27 -
<PAGE>

      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-A will be
released from every covenant


                                     - 28 -
<PAGE>

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-A is to be so released.

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

           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 ownership or equity interest or security or
(iii) set aside or otherwise segregate any amounts for any such purpose;
provided, however, that the Issuer may make, or cause to be made, distributions
to the Servicer, the 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


                                     - 29 -
<PAGE>

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 Seller of
its obligations under the Sale and Servicing Agreement of which an Authorized
Officer of the Issuer acquires actual knowledge.

           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


                                     - 30 -
<PAGE>

                        (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 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


                                     - 31 -
<PAGE>

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.

                                    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):

            (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


                                     - 32 -
<PAGE>

      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 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


                                     - 33 -
<PAGE>

                  (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 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.


                                     - 34 -
<PAGE>

           (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;

            (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


                                     - 35 -
<PAGE>

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 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


                                     - 36 -
<PAGE>

           (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 otherwise 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

           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.


                                     - 37 -
<PAGE>

           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.


                                     - 38 -
<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


                                     - 39 -
<PAGE>

proceeding for any remedy available to the Trustee with respect to the Notes or
exercising any trust or power conferred on the Trustee; provided that

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

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


                                     - 40 -
<PAGE>

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 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
Seller, 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


                                     - 41 -
<PAGE>

default on the part of the Seller or the Servicer thereunder and the institution
of legal or administrative actions or proceedings to compel or secure
performance by the Seller or the Servicer of each of their obligations under the
Sale and Servicing Agreement.

           (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 Seller or the Servicer
under or in connection with the Sale and Servicing Agreement, including the
right or power to take any action to compel or secure performance or observance
by the Seller or the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Sale and Servicing Agreement, and any right of the
Issuer to take such action shall be suspended.

                                   ARTICLE VI

                                   The Trustee

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


                                     - 42 -
<PAGE>

           (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 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.


                                     - 43 -
<PAGE>

           (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 wilful
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 Responsible Officer of the Trustee, the Trustee shall
mail to each Noteholder 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


                                     - 44 -
<PAGE>

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 wilful 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;

           (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


                                     - 45 -
<PAGE>

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; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Trustee may authenticate such


                                     - 46 -
<PAGE>

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.


                                     - 47 -
<PAGE>

           (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 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- 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


                                     - 48 -
<PAGE>

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 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 September 1, beginning with September 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


                                     - 49 -
<PAGE>

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 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


                                     - 50 -
<PAGE>

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
Seller, 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 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


                                     - 51 -
<PAGE>

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.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.

                                   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


                                     - 52 -
<PAGE>

      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.

           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


                                     - 53 -
<PAGE>

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;

           (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;


                                     - 54 -
<PAGE>

           (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, 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


                                     - 55 -
<PAGE>

supplemental indenture that affects the Trustee's own rights, duties, 
liabilities or immunities under this Indenture or otherwise.

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

           SECTION 9.5 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 Seller pursuant to Section
9.1(a) of the Sale and Servicing Agreement, on any Distribution Date on which
the Seller 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 pursuant to this Section 10.1(a) (i) or (ii), the Servicer shall
furnish notice to the Trustee not later


                                     - 56 -
<PAGE>

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.


                                     - 57 -
<PAGE>

           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.

                                   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


                                     - 58 -
<PAGE>

           (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 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


                                     - 59 -
<PAGE>

      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
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 Seller or the Issuer, stating that the information with
respect to such factual matters is in the possession of the Servicer, the Seller
or the Issuer, unless such 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


                                     - 60 -
<PAGE>

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.

           (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


                                     - 61 -
<PAGE>

      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-A, 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 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.

           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.


                                     - 62 -
<PAGE>

           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.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.

           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


                                     - 63 -
<PAGE>

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 Seller, 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 Seller, 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
Seller, the Servicer, the holder of the GP Interest, the Trustee or the Owner
Trustee in its individual capacity, any holder of a


                                     - 64 -
<PAGE>

beneficial interest in the Issuer, the Seller, the Servicer, the holder of the
GP Interest, the Owner Trustee or the Trustee or of any successor or assign of
the Seller, 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. 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 Seller, the holder of the
GP Interest or the Trust, or join in any institution against the Seller, 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]


                                     - 65 -
<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-A,

                                       By: DELAWARE TRUST CAPITAL MANAGEMENT,
                                           INC., not in its individual
                                           capacity but solely as Owner
                                           Trustee,


                                       By: /S/ Richard N. Smith
                                           -------------------------------------
                                           Name:  Richard N. Smith
                                           Title: Vice President


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


                                       By: /S/ Reyne A. Macadaeg
                                           -------------------------------------
                                           Name:  Reyne A. Macadaeg
                                           Title: Assistant Vice President


                                     - 66 -
<PAGE>

                                 [Form of Note]                        EXHIBIT D

REGISTERED                                 $_______________

No. R

                       SEE REVERSE FOR CERTAIN DEFINITIONS

                                      CUSIP NO. 156394 AB4

           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-A

                            6.75% ASSET BACKED NOTES

           Centrex Auto Trust 1996-A, 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 $___________ 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 October 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
October 1996 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 September 24, 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-A,

                                       By:  DELAWARE TRUST CAPITAL
                                            MANAGEMENT, INC., 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 6.75% Asset Backed Notes of Centrex Auto Trust
1996-A 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 6.75% Asset Backed Notes (herein called the "Notes"), all
issued under an Indenture dated as of September 13, 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 October 1996.

           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


                                       D-4
<PAGE>

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 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 Seller, 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 Seller 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


                                       D-5
<PAGE>

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 Seller, 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 Seller, 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 Seller, the Servicer, the
holder of the GP Interest, the Owner Trustee or the Trustee or of any successor
or assign of the Seller, 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


                                       D-6
<PAGE>

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.

           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, Delaware Trust Capital Management, Inc. 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


                                       D-7
<PAGE>

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-8
<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: ___________                     _______________________(2)
                                       Signature Guaranteed:






________________________(1)


----------
(2)   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-9