<PAGE>
                                                                     EXHIBIT 4.6


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


                             SERIES TRUST INDENTURE




                                     between




                            CABCO SERIES 200_-_ TRUST
                                   as Issuer,




                                       and




                        _______________________________,
                              as Indenture Trustee


                            for Notes, Series 200_-_


--------------------------------------------------------------------------------
<PAGE>
                                                                     EXHIBIT 4.6


                      SERIES TRUST INDENTURE, SERIES 200_-_


                  This Series Trust Indenture (the "Series Trust Indenture")
dated _______, __, 200_, by and between CABCO Series 200_-_ Trust , a [New York
common law][Delaware statutory] trust (the "Issuer"), and ____________________,
a ___________________ organized under the laws of the State of
___________________, as trustee and not in its individual capacity (the
"Indenture Trustee") for [$]_____ Notes, Series 200_-_ (the "Notes"),
incorporates by reference the Standard Terms and Provisions of the Trust
Indenture (the "Standard Terms") attached as Schedule 1 hereto (the Series Trust
Indenture and the Standard Terms are collectively referred to as the
"Indenture"), and is governed by the Standard Terms as fully as if set forth
herein at length. All capitalized terms not defined herein shall have the same
meaning as set forth in the Standard Terms. Each party agrees to the terms
herein for the benefit of the other party and for the equal and ratable benefit
of the Holders of the Issuer's Notes.


                              W I T N E S S E T H:


                  Section 1. The Issuer hereby Grants to the Indenture Trustee
at the Closing Date, as trustee for the benefit of the Noteholders [and (only to
the extent expressly provided herein) the Certificateholders], all of the
Issuer's right, title and interest in, to and under (a) the [describe collateral
securities or receivables]; (b) all rights under the [describe Swap Agreement,
Related Agreements and Credit Enhancement Agreements]; (c) all right, title and
interest in all funds on deposit from time to time in the Collection Account;
and (d) all present and future claims, demands, causes and choses in action in
respect of any or all of the foregoing and all payments on or under and all
proceeds of every kind and nature whatsoever in respect of any or all of the
foregoing, including all proceeds of the conversion, voluntary or involuntary,
into cash or other liquid property, all cash proceeds, accounts receivable,
notes, drafts, acceptances, chattel paper, checks, deposit accounts, insurance
proceeds, condemnation awards, rights to payment of any and every kind and other
forms of obligations and receivables, instruments and other property which at
any time constitute all or part of or are included in the proceeds of any of the
foregoing (collectively, the "Collateral Obligations").

                  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, and to
secure compliance with the provisions of this Indenture, all as provided in this
Indenture.

                  The Indenture Trustee, as trustee on behalf of the Noteholders
and (only to the extent expressly provided herein) the Certificateholders,
acknowledges such Grant and accepts the trusts under this Indenture in
accordance with the provisions of this Indenture.

                  Section 2. The Notes shall be issued in the classes and
amounts set forth in Exhibit A hereto; shall have the standard terms set forth
in the Standard Terms; and shall have the nonstandard terms set forth in Exhibit
A hereto. Notes of any class of this series shall be issued in substantially the
form of Note set forth for such class in Appendix A to the Standard Terms. The
Notes shall be limited obligations of the Issuer payable solely from payments
received by the Issuer attributable to the Collateral Obligations.


                  Section 3. __________________, as trustee of the Issuer (the
"Owner Trustee") [and __________________, Delaware, as Delaware trustee of the
Issuer (the "Delaware Trustee") each] hereby authorizes the Indenture Trustee to
execute and deliver a letter of representations with respect to the Notes, in
the form customarily provided to DTC, from the Owner Trustee and the Indenture
Trustee to DTC, dated the date of delivery of the Notes (the "Letter of
Representations").

<PAGE>
                                                                     Exhibit 4.6

                  [Section 4. Insert provisions relating to foreign currency
notes, indexed notes, multi-currency notes, redemption and put options, if
applicable.]

                  [Section 5. If voting rights are to be allocated other than by
Outstanding Amount of the Notes, specify (modifying Section 5.2(b).]

                  [Section 6. Describe extent, if any, to which voting under
Section 5.11 will be by Class or otherwise.]

                  [Section 7. Describe extent, if any, to which Section 8.4 is
amended to provide for alternative waterfall.]

                  [Section 8. Describe any additional accounts to be created by
the Indenture Trustee (Section 8.2). If Indenture Trustee is to be appointed
Paying Agent of the Owner Trustee, provide for such appointment.]

                  [Section 9. Insert provision, as applicable, for annual
compliance statement of independent public accountants.]

                  [Section 10. Insert provision for relevant information related
to the moneys paid to the Noteholders, relevant information related to the
moneys distributed to the Certificateholders, and any other related information
that may be relevant to the Noteholders, as provided in Section 6.6 of the
Standard Terms.]

                  [Section 11. Specify higher rating, if any, required for
institution with which Designated Accounts are held (Section 8.2).]

                  IN WITNESS WHEREOF, the parties hereto have caused this Series
Trust Indenture to be executed by their respective duly authorized officers or
Authorized Signatories as of the date first above written.

                                         CABCO SERIES 200_-_ TRUST


                                         By: __________________,
                                             not in its individual capacity
                                             but solely as Owner Trustee under
                                             the Trust Agreement



                                             By:________________________________
                                             Authorized Signatory


                                             By: _______________________________
                                             not in its individual capacity but
                                             solely as Indenture Trustee


                                         By:____________________________________
                                         Authorized Signatory


                                       2
<PAGE>
                                                                     EXHIBIT 4.6


       Exhibit A    --   Description of the Collateral Obligations and the Notes

       Appendix A   --   Form of Note

       Schedule 1   --   Standard Terms and Provisions of Trust Indenture


                                       3
<PAGE>
                                                                     EXHIBIT 4.6


                                                                       EXHIBIT A
                                                       TO SERIES TRUST INDENTURE

      DESCRIPTION OF THE COLLATERAL OBLIGATIONS AND THE NOTES; DESCRIPTION
                     OF CERTAIN TERMS USED IN THE INDENTURE

Part I -- Description of the Collateral Obligations

Issuer:
Underlying Securities:

     -

[Range of] Original Issue Date[s]:
Original Principal:
[Range of Scheduled] Final Payment Date[s]:
CUSIP Number[s]:
[Range of] Underlying Securities Interest Rate[s]:
Record Dates:
Interest Payment Dates:
Securities Agreements:
[Redemption/Put/Call/Other Features]:
First Call Date:
[Denominations; Underlying Securities Currency]:
[Amortization][Accumulation]:
Priority:
[Collateral Obligations][Unsecured Obligations]:
[Closing Date][Cut-off Date]:
Rating[s]:
Other:


Part II -- Description of the Notes

Classes of Notes:

Initial Aggregate Principal Balance
     of Class ____ Notes, Series 200_-_:                      [$]_______________

Initial Aggregate Principal Balance
     of Class ____ Notes, Series 200_-_:                      [$]_______________

Initial Aggregate Principal Balance
     of Class ____ Notes, Series 200_-_:                      [$]_______________

Final Call Date:
Final Scheduled Maturity Date:
Interest Rate [by Class]:
Original Issue Date [by Class]:
Specified Currency:
<PAGE>
                                                                     EXHIBIT 4.6


Exchange Listing:
Ratings:



<TABLE>
<CAPTION>
                                                           Aggregate
 Item                                     CUSIP            Principal          Minimum Offered
Number              Due Date             Number         Balance Offered        Denominations         Call Date
------              --------             ------         ---------------        -------------         ---------
<S>                 <C>                  <C>            <C>                   <C>                    <C>



</TABLE>

<TABLE>
<CAPTION>
                                                           Aggregate
 Item                                     CUSIP            Principal          Minimum Offered
Number              Due Date             Number         Balance Offered         Denominations        Call Date
------              --------             ------         ---------------         -------------        ---------
<S>                 <C>                  <C>            <C>                   <C>                    <C>



</TABLE>

<TABLE>
<CAPTION>
                                                           Aggregate
 Item                                    CUSIP             Principal          Minimum Offered
Number              Due Date             Number         Balance Offered        Denominations         Call Date
------              --------             ------         ---------------        -------------         ---------
<S>                 <C>                  <C>            <C>                   <C>                    <C>



</TABLE>

                                      A-2
<PAGE>
                                                                     EXHIBIT 4.6


<TABLE>
<S>                                                                 <C>
Part III -- Description of Certain Terms used in the Indenture


Business Day (Section 1.1)                                          [Set out appropriate Business Day definition]

Certificates (Section 1.1)                                          [List Classes of Certificates issued under Trust
                                                                    Agreement]

Closing Date (Section 1.1)                                          _____ __, 200_.

Record Date for Payments and Redemptions (Section 1.1)

Distribution Dates (Section 1.1)                                    _____ __, _____ __, _____ __, and _____ __ of each
                                                                    year, commencing _____ __, 200_.

Interest Payment Amount (Form of Note)

Due Date for Annual                                                 On or before __________ of each year beginning _____,
Statement as                                                        200_, dated as of _____ __ of such year.
to Compliance (Section 3.9)

Due Date For Opinions as                                            On or before ________ in each calendar year, beginning
to Trust Estate (Section 3.6)                                       _____ 200_.

Due Date for Reports                                                Each _____, __, beginning with _____ __, 200_.
By Trustee (Section 7.4)

Final Scheduled                                                     ___________________, 200_.
Distribution Date (Section 1.1)

Indenture (Section 1.1)                                             Indenture for Notes, Series 200_-_, dated as of _____,
                                                                    200_, between the Issuer and _______, as Indenture
                                                                    Trustee.

Issuer (Section 1.1)                                                CABCO Series 200_-_ Trust

Minimum Denomination (Section 1.1)                                  [$]____________

Note Principal Balance (Section 2.3)                                [$]____________

Notes (Section 1.1)                                                 [List Classes of Notes issued under Indenture]

Rating Agency (Section 1.1)

Trust Agreement (Section 1.1)                                       Trust Agreement dated as of _____ __, 200_, between
                                                                    Corporate Asset Backed  Corporation, as Depositor, and
                                                                    ________, as Owner Trustee.

Basic Documents (Section 1.1)

Corporate Trust Office (Section 1.1)
</TABLE>


                                      A-3
<PAGE>
                                                                     EXHIBIT 4.6


Address(es) for Notices to the Issuer (Section 11.4)
Fiscal Year (Section 7.3)


                                      A-4
<PAGE>
                                                                     EXHIBIT 4.6


                                            APPENDIX A TO SERIES TRUST INDENTURE

                                  FORM OF NOTE

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

                            CABCO SERIES 200_-_ TRUST

                                ___________ NOTE
               (ISSUABLE IN MULTIPLES OF THE MINIMUM DENOMINATION)

                     [Description of Collateral Obligations]
                             [Description of Level of Subordination, if any]

No.:____________________                        Principal Balance: [$]__________
Distribution Date:____________________
Interest Payment Amount:____________________
CUSIP No.:____________________                  Last Maturity Date:__________
Initial Call Date:____________________

                  CABCO Series 200_-_ Trust, a __________ trust organized and
existing under the laws of the State of __________ (herein referred to as the
"Issuer", which term includes any successor to the Issuer under the Indenture),
for value received, hereby promises to pay to Cede & Co., or registered assigns,
all [principal payments and] interest payments due on the above-referenced
Collateral Obligations (the "Collateral Obligations") on each Distribution Date
with respect to the Principal Balance and the Interest Payment Amount hereof
payable in accordance with the Indenture, prior to the occurrence of an Event of
Default under the Indenture and a declaration that the Notes are due and payable
(such date, and each other date specified in the Indenture for early redemption
of the Notes, a "Redemption Date") . The amounts payable on this Note shall be
payable from the Collection Account pursuant to Section 3.1 of the Indenture.
The sole obligors with respect to each payment in respect of the Principal
Balance hereof and the Interest Payment Amount are the issuers or obligors of
the Collateral Obligations (and any other entities obligated to make payments to
such Persons for their trustees or other applicable fiduciaries) with respect to
the Collateral Obligations.

                  Payments in respect of the Principal Balance of this Note and
of the Interest Payment Amount shall be due and payable on each Distribution
Date, and on each Redemption Date, and shall be paid to the Person in whose name
this Note (or one or more Predecessor Notes) is registered at the close of
business on each Record Date, which date shall be [specify Record Date(s)] or if
Definitive Notes are issued, the last day of the preceding Interest Accrual
Period (whether or not a Business Day), as the case may be, next preceding such
Distribution Date or Redemption Date. If any Distribution Date or Redemption
Date falls on a day that is not a Business Day, it shall be postponed to the
following Business Day.


                                      A-5
<PAGE>
                                                                     EXHIBIT 4.6


                  If this Note is issued in the form of a Book-Entry Note,
payments in respect of the Principal Balance and Interest Payment Amount of this
Note shall be made in immediately available funds to the Clearing Agency or its
nominee (initially such nominee to be Cede & Co.). If this Note is issued in
certificated form, payments in respect of the Principal Balance and Interest
Payment Amount of this Note shall be made at the corporate trust office of the
Indenture Trustee in The City of New York, New York, maintained for such
purpose, and at any other office or agency maintained by the Issuer for such
purpose, 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] [as
herein prescribed]; provided, however, that at the option of the Issuer payments
in respect of the Principal Balance and Interest Payment Amount of this Note may
be made by check mailed to the address of the Person entitled thereto as such
address shall appear in the Note Register, without requiring that this Note be
submitted for notation of payment. Any reduction in the Principal Balance 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 Balance of this Note on a Distribution Date or
Redemption Date, then the Indenture Trustee, in the name of and on behalf of the
Issuer, shall notify the Person who is the Registered Holder hereof as of the
Record Date preceding such Distribution Date or Redemption Date by notice sent
in accordance with Section 2.8(d) of the Indenture, and the amount then due and
payable shall be payable only upon presentation and surrender of this Note at
the Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in New York City.

                  Reference is hereby made to the further provisions of this
Note set forth on the reverse hereof, which further provisions shall for all
purposes have the same effect as if set forth at this place.

                  Unless the certificate of authentication hereon has been
executed by the Indenture 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.

                  IN WITNESS WHEREOF, the Issuer has caused this instrument to
be signed manually by its Authorized Officer or Authorized Signatory.

Date:                      CABCO SERIES 200_-_ TRUST


                                By:  [__________________], not in its individual
                                     capacity but solely as Owner Trustee
                                     under the Trust Agreement


                                     By:____________________________________
                                             Responsible Officer or Authorized
                                             Signatory
                                             Name:
                                             Title:


                                      A-6
<PAGE>
                                                                     EXHIBIT 4.6


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

                                By:  [Indenture Trustee]
                                     not in its individual capacity but
                                     solely as Indenture Trustee

                                     By:____________________________________
                                         Responsible Officer
                                         Name:
                                         Title:


                                      A-7
<PAGE>
                                                                     EXHIBIT 4.6


                                [REVERSE OF NOTE]

                  This Note is one of a duly authorized issue of Notes of the
Issuer designated as its __________ Notes (herein called the "Notes"), pursuant
to the terms of a Series Trust Indenture, (the "Indenture") dated as of
__________, consisting of a Series Trust Indenture together with the Standard
Terms and Provisions of Trust Indenture appended thereto together with all other
exhibits, schedules, appendices, supplements and amendments thereto between the
Issuer and ____________________, as Indenture Trustee (herein called the
"Indenture Trustee", which term includes any successor trustee under the
Indenture), pursuant to which this and other Notes have been issued. The
aggregate Principal Balance of the Notes is ___________. Reference is hereby
made to the Indenture and all indentures supplemental thereto for a statement of
the respective rights and obligations thereunder of the Issuer, the Indenture
Trustee and the Noteholders. The Notes are subject to all terms of the
Indenture.

                  All terms used and not otherwise defined 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.

                  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.

                  The Notes issued pursuant to the Indenture and will be equally
and ratably secured by the Collateral Obligations pledged as security therefor
as provided in the Indenture.

                  Upon the occurrence of an Event of Default and a declaration
under the Indenture that the Notes are immediately due and payable (i)
Noteholders will be entitled to ratable repayment of principal on the basis of
their respective unpaid Principal Balances and (ii) repayment in full of the
accrued interest on and unpaid Principal Balances of the Notes will be made
prior to any further payment of interest on the Certificates in respect of the
Certificate Principal Balance.

                  Notwithstanding the foregoing, the entire Principal Balance of
this Note shall be due and payable on the date on which an Event of Default
shall have occurred and be continuing and the Indenture Trustee or the
Noteholders representing not less than 25% 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 payments in respect of the
Principal Balance hereof shall be made pro rata to the Noteholders.

                  [Describe redemption or put option, if any.]

                  [Include provisions relating to foreign currency notes,
indexed notes, multi-currency notes, if any.]

                  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 Indenture Trustee on the
Notes or under the Indenture or any certificate or other writing delivered in
connection therewith, against (i) the Indenture Trustee or the Owner Trustee in
their individual capacities, (ii) any owner of a beneficial interest in the
Issuer or (iii) any partner, owner, beneficiary, agent, officer, director or
employee of the Indenture Trustee or the Owner Trustee in their individual
capacities, any holder of a beneficial interest in the Issuer, the Owner Trustee
or the Indenture Trustee or of any successor or assignee of the Indenture
Trustee or the Owner Trustee in their individual capacities, except as any such
person may have expressly agreed and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided


                                      A-8
<PAGE>
                                                                     EXHIBIT 4.6


by applicable law, for any unpaid consideration for stock, unpaid capital
contribution of 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 such Noteholder will not, prior
to the date which is one year and one day after the termination of this
Indenture with respect to the Issuer, acquiesce, petition or otherwise invoke or
cause the Depositor or the Issuer to invoke the process of any court or
government authority for the purpose of commencing or sustaining a case against
the Depositor or the Issuer under any federal or state bankruptcy, insolvency or
similar law or appointing a receiver, liquidator, assignee, trustee, custodian,
sequestrator or other similar official of the Depositor or the Issuer or any
substantial part of its property, or ordering the winding up or liquidation of
the affairs of the Depositor or the Issuer.

                  The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the rights and
obligations of the Issuer and the rights of the Noteholders under the Indenture
at any time by the Issuer with the consent of Noteholders representing a
majority of the Outstanding Amount of all the Notes. The Indenture also contains
provisions permitting Noteholders representing not less than a majority of the
Outstanding Amount of the Notes, on behalf of all Noteholders, 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 Indenture Trustee
to amend or waive certain terms and conditions set forth in the Indenture
without the consent of the Noteholders.

                  As provided in and subject to the provisions of the Indenture,
the Holder of this Note shall not have the right to institute any proceeding
with respect to the Indenture or for the appointment of a receiver or trustee or
for any other remedy thereunder, unless such Holder shall have previously given
the Indenture Trustee written notice of a continuing Event of Default, the
Holders of not less than 25% of the Outstanding Amounts of the Notes shall have
made written request to the Indenture Trustee to institute proceedings in
respect of such Event of Default as Trustee and offered the Indenture Trustee
reasonable indemnity, and the Trustee shall not have received from the Holders
of a majority of the Outstanding Amount of the Notes a direction inconsistent
with such request, and shall have failed to institute any such proceeding, for
60 days after receipt of such notice, request and offer of indemnity. The
foregoing shall not apply to any suit instituted by the Holder of this Note for
the enforcement of any payment of principal hereof or interest hereon on or
after the respective due dates expressed herein.

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

                  No reference herein to the Indenture and no provisions 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.

                  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, duly
endorsed by, or accompanied by a written instrument of transfer in form
satisfactory to the Indenture Trustee duly executed by, the Holder hereof or
such Holder's attorney duly authorized in writing, with such signature
guaranteed by a commercial bank or trust company located, or having a
correspondent located, in New


                                      A-9
<PAGE>
                                                                     EXHIBIT 4.6


York City or the city in which the Corporate Trust Office is located, or a
member firm of a national securities exchange, and such other documents as the
Indenture Trustee may require, and thereupon one or more new Notes of authorized
denominations and in the same aggregate Principal Balance will be issued to the
designated transferee or transferees. No service charge will be charged for any
registration of transfer or exchange of this Note, but the transferor may be
required to pay a sum sufficient to cover any tax or other governmental charge
that may be imposed in connection with any such registration of transfer or
exchange.

                  Prior to the due presentment of registration of transfer of
this Note, the Issuer, the Indenture Trustee and any agent of the Issuer of the
Indenture 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 shall
be overdue, and neither the Issuer, the Indenture Trustee nor any such agent
shall be affected by notice to the contrary.

                  The Notes are issuable only in registered form without coupons
in denominations of _________ and any integral multiple thereof. As provided in
the Indenture and subject to certain limitations therein set forth, the Notes
are exchangeable for a like aggregate Principal Balance of Notes of a different
authorized denomination, as requested by the Holder surrendering the same.

                  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 (other than Section 5-1401 of the General Obligations Law), and the
obligations, rights and remedies of the parties hereunder and thereunder shall
be determined in accordance with such laws.

                  Anything herein to the contrary notwithstanding, except as
expressly provided in the Basic Documents, neither the Depositor, the Indenture
Trustee nor the Owner Trustee in their respective individual capacities, any
owner of a beneficial interest in the Issuer, nor any of their respective
partners, beneficiaries, agents, officers, directors, employees or successors or
assigns, shall be personally liable for, nor shall recourse be had to any of
them for, the payment of principal of or interest on, or performance of, or
omission to perform, any of the covenants, obligations or indemnifications
contained in this Note or the Indenture, it being expressly understood that said
covenants, obligations and indemnifications have been made by the Owner Trustee
solely as 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 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.

                  The principal of and interest of this Note are payable in such
coin or currency of [the United States of America][specify other] [which, at the
time of payment, is legal tender for payment of public and private debts].

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


                                      A-10
<PAGE>
                                                                     EXHIBIT 4.6


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                                       By:  [Indenture Trustee]
                                            not in its individual capacity but
                                            solely as Indenture Trustee

                                            By:_________________________________
                                                Responsible Officer
                                                Name:
                                                Title:


                                      A-11
<PAGE>
                                                                     EXHIBIT 4.6


                                   ASSIGNMENT

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 ___________________________, as attorney, to transfer said Note on
the books kept for registration thereof, with full power of substitution in the
premises.

Date: ____________________________           ___________________________________

                                             Signature Guaranteed:

                                             ___________________________________



______________
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.


                                      A-12
<PAGE>
                                                                     EXHIBIT 4.6


                                                                      SCHEDULE 1
                                                       TO SERIES TRUST INDENTURE


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

                STANDARD TERMS AND PROVISIONS OF TRUST INDENTURE

                                     between

               THE TRUST SPECIFIED IN THE SERIES TRUST INDENTURE,
                                    as Issuer

                                       and




         THE TRUSTEE SPECIFIED IN THE APPLICABLE SERIES TRUST INDENTURE,
                              as Indenture Trustee


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



     Relating to Notes of the Series specified in the Series Trust Indenture
<PAGE>
                                                                     EXHIBIT 4.6


                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                     ACT OF 1939 AND INDENTURE PROVISIONS(1)

<TABLE>
<CAPTION>
Trust Indenture
  Act Section                                                Indenture Section
---------------                                              -----------------
<S>                                                          <C>
       310 (a)(1)..........................................        6.11
           (a)(2)..........................................        6.11
           (a)(3)..........................................        6.10
           (a)(4)..........................................     Not Applicable
           (a)(5)..........................................        6.1(g)
           (b).............................................        6.8(a)(1), 6.11
           (c).............................................     Not Applicable

       311 (a).............................................        6.12
           (b).............................................        6.12
           (c).............................................        Not
           applicable

       312 (a).............................................        7.1,7.2(a)
           (b).............................................        7.2(b)
           (c).............................................        7.2(c)

      313 (a)..............................................        7.4
           (b).............................................        7.4
           (c).............................................        7.4
           (d).............................................        7.4

      314 (a)..............................................        3.9, 7.3(a)
           (b).............................................        3.6
           (c)(1)..........................................        2.10, 8.5(b), 11.1(a)
           (c)(2)..........................................        2.10, 8.5(b), 11.1(a)
           (c)(3)..........................................        2.10, 8.5(b), 11.1(a)
           (d)(1)..........................................        2.10, 8.5(b), 11.1(b)
           (d)(2)..........................................        11.1(b)
           (d)(3)..........................................     Not Applicable
           (e).............................................        11.1(a)

       315 (a).............................................        6.1(b)
           (b).............................................        6.5
           (c).............................................        6.1(a)
           (d).............................................        6.1(c)
           (d)(1)..........................................        6.1(c)(i)
           (d)(2)..........................................        6.1(c)(ii)
           (d)(3)..........................................        6.1(c)(iii)
           (e).............................................        5.13
</TABLE>
----------
(1) This reconciliation and tie shall not, for any purpose, be deemed to be part
    of the within indenture.
<PAGE>
                                                                     EXHIBIT 4.6

<TABLE>
<S>                                                            <C>
      316(a)(1)............................................        5.11, 5.12
      316(a)(2)............................................     Not Applicable
      316(b)...............................................        5.7
      316(c)...............................................        1.1

      317(a)...............................................        5.3
      317(b)...............................................        3.3

      318(a)...............................................        11.7
</TABLE>

<PAGE>
                                                                     EXHIBIT 4.6


                                TABLE OF CONTENTS

<TABLE>
<S>                                                                                            <C>
                                ARTICLE I
                DEFINITION AND INCORPORATION BY REFERENCE

SECTION 1.1    Definitions...................................................................  1
SECTION 1.2    Other Definitional Provisions.................................................  8
SECTION 1.3    Incorporation by Reference of Trust Indenture Act.............................  8

                               ARTICLE II
                                THE NOTES
SECTION 2.1    The Notes.....................................................................  8
SECTION 2.2    Form..........................................................................  8
SECTION 2.3    Execution; Authentication and Delivery........................................  9
SECTION 2.4    Original Notes................................................................  9
SECTION 2.5    Registration; Registration of Transfer and Exchange of Notes..................  10
SECTION 2.6    Mutilated, Destroyed, Lost or Stolen Notes....................................  11
SECTION 2.7    Persons Deemed Noteholders....................................................  12
SECTION 2.8    Payment of Principal and Interest.............................................  12
SECTION 2.9    Cancellation of Notes.........................................................  12
SECTION 2.10   Release of Collateral Obligations.............................................  13
SECTION 2.11   Book-Entry Notes..............................................................  13
SECTION 2.12   Notices to Clearing Agency....................................................  13
SECTION 2.13   Definitive Notes..............................................................  14
SECTION 2.14   Depositor as Noteholder.......................................................  14
SECTION 2.15   Tax Treatment.................................................................  14

                               ARTICLE III
                                COVENANTS
SECTION 3.1    Payment of Principal and Interest.............................................  14
SECTION 3.2    Maintenance of Agency Office..................................................  14
SECTION 3.3    Money for Payment to Be Held in Trust.........................................  15
SECTION 3.4    Existence.....................................................................  16
SECTION 3.5    Protection of Trust Estate; Acknowledgement of Pledge.........................  16
SECTION 3.6    Opinions as to Trust Estate...................................................  17
SECTION 3.7    Performance of Bond...........................................................  17
SECTION 3.8    Negative Covenants............................................................  18
SECTION 3.9    Annual Statement as to Compliance.............................................  18
SECTION 3.10   Consolidation, Merger, etc., of Issuer; Disposition of Trust Assets...........  18
SECTION 3.11   Successor or Transferee.......................................................  20
SECTION 3.12   No Other Business.............................................................  20
SECTION 3.13   No Borrowing..................................................................  20
SECTION 3.14   Guarantees, Loans, Advances and Other Liabilities.............................  20
SECTION 3.15   Capital Expenditures..........................................................  20
SECTION 3.16   Restricted Payments...........................................................  21
SECTION 3.17   Notice of Events of Default...................................................  21
SECTION 3.18   Further Instruments and Acts..................................................  21
SECTION 3.19   Representations and Warranties by the Issuer to the Indenture Trustee.........  21

                               ARTICLE IV
                       SATISFACTION AND DISCHARGE

SECTION 4.1    Satisfaction and Discharge of Indenture.......................................  21
</TABLE>


                                       i
<PAGE>
                                                                     EXHIBIT 4.6


<TABLE>
<S>                                                                                            <C>
SECTION 4.2    Application of Trust Money....................................................  22
SECTION 4.3    Repayment of Moneys Held by Paying Agent......................................  23

                                ARTICLE V
                          DEFAULT AND REMEDIES
SECTION 5.1    Events of Default.............................................................  23
SECTION 5.2    Acceleration of Maturity; Rescission and Annulment............................  24
SECTION 5.3    Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.....  24
SECTION 5.4    Remedies; Priorities..........................................................  26
SECTION 5.5    Optional Preservation of the Collateral Obligations...........................  27
SECTION 5.6    Limitation of Suits...........................................................  27
SECTION 5.7    Unconditional Rights of Noteholders to Receive Principal and Interest.........  28
SECTION 5.8    Restoration of Rights and Remedies............................................  28
SECTION 5.9    Rights and Remedies Cumulative................................................  28
SECTION 5.10   Delay or Omission Not a Waiver................................................  29
SECTION 5.11   Control by Noteholders........................................................  29
SECTION 5.12   Waiver of Past Defaults.......................................................  29
SECTION 5.13   Undertaking for Costs.........................................................  30
SECTION 5.14   Waiver of Stay or Extension Laws..............................................  30
SECTION 5.15   Action on Notes...............................................................  30
SECTION 5.16   Performance and Enforcement of Certain Collateral Obligations.................  30

                               ARTICLE VI
                          THE INDENTURE TRUSTEE

SECTION 6.1    Duties of Indenture Trustee...................................................  31
SECTION 6.2    Rights of Indenture Trustee...................................................  32
SECTION 6.3    Indenture Trustee May Own Notes...............................................  32
SECTION 6.4    Indenture Trustee's Disclaimer................................................  32
SECTION 6.5    Notice of Defaults............................................................  32
SECTION 6.6    Reports by Indenture Trustee..................................................  33
SECTION 6.7    Compensation; Indemnity.......................................................  33
SECTION 6.8    Replacement of Indenture Trustee..............................................  34
SECTION 6.9    Merger or Consolidation of Indenture Trustee..................................  34
SECTION 6.10   Appointment of Co-Indenture Trustee or Separate Indenture Trustee.............  35
SECTION 6.11   Eligibility; Disqualification.................................................  36
SECTION 6.12   Preferential Collection of Claims Against Issuer..............................  36
SECTION 6.13   Representations and Warranties of Indenture Trustee...........................  36
SECTION 6.14   Indenture Trustee May Enforce Claims Without Possession of Notes..............  37
SECTION 6.15   Suit for Enforcement..........................................................  37
SECTION 6.16   Rights of Noteholders to Direct Indenture Trustee.............................  37
</TABLE>


                                       ii
<PAGE>
                                                                     EXHIBIT 4.6


<TABLE>
<S>                                                                                            <C>
                               ARTICLE VII
                     NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1    Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders........  37
SECTION 7.2    Preservation of Information, Communications to Noteholders....................  38
SECTION 7.3    Reports by Issuer.............................................................  38
SECTION 7.4    Reports by Indenture Trustee..................................................  39

                              ARTICLE VIII
                  ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1    Collection of Money...........................................................  39
SECTION 8.2    Designated Accounts...........................................................  39
SECTION 8.3    The Collateral Account........................................................  40
SECTION 8.4    Application of Funds..........................................................  40
SECTION 8.5    Release of Trust Estate.......................................................  41

                               ARTICLE IX
                         SUPPLEMENTAL INDENTURES

SECTION 9.1    Supplemental Indentures Without Consent of Noteholders........................  41
SECTION 9.2    Supplemental Indenture With Consent of Noteholders............................  43
SECTION 9.3    Execution of Supplemental Indentures..........................................  44
SECTION 9.4    Effect of Supplemental Indenture..............................................  44
SECTION 9.5    Conformity with Trust Indenture Act...........................................  44
SECTION 9.6    Reference in Notes to Supplemental Indentures.................................  44

                                ARTICLE X
                           REDEMPTION OF NOTES

SECTION 10.1   Redemption....................................................................  44
SECTION 10.2   Notice of Redemption..........................................................  45
SECTION 10.3   Liquidation of Collateral Obligations Upon Certain Events.....................  45

                               ARTICLE XI
                              MISCELLANEOUS

SECTION 11.1   Compliance Certificates and Opinions, etc.....................................  46
SECTION 11.2   Form of Documents Delivered to Indenture Trustee..............................  48
SECTION 11.3   Acts of Noteholders...........................................................  48
SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer and Rating Agency.................  49
SECTION 11.5   Notices to Noteholders; Waiver................................................  49
SECTION 11.6   Alternate Payment and Notice Provisions.......................................  50
SECTION 11.7   Conflict with Trust Indenture Act.............................................  50
SECTION 11.8   Effect of Headings and Table of Contents......................................  50
SECTION 11.9   Successors and Assigns........................................................  50
SECTION 11.10  Separability..................................................................  50
SECTION 11.11  Benefits of Indenture.........................................................  50
SECTION 11.12  Legal Holidays................................................................  51
SECTION 11.13  Governing Law.................................................................  51
SECTION 11.14  Counterparts..................................................................  51
SECTION 11.15  Recording of Indenture........................................................  51
SECTION 11.16  No Recourse...................................................................  51
SECTION 11.17  No Petition...................................................................  51
</TABLE>


                                      iii
<PAGE>
                                                                     EXHIBIT 4.6


                STANDARD TERMS AND PROVISIONS OF TRUST INDENTURE

                  This document constitutes Standard Terms and Provisions of
Trust Indenture (these "Standard Terms") which are to be incorporated by
reference in, and attached as Schedule 1 to, one or more Series Trust Indentures
by and between the trust identified in the applicable Series Trust Indenture, as
Issuer, and the Indenture Trustee identified in the applicable Series Trust
Indenture, as Indenture Trustee.

                  These Standard Terms shall be of no force and effect unless
and until incorporated by reference into a particular Series Trust Indenture.

                  Each particular Series Trust Indenture creates a trust
indenture under the laws of the State of New York to secure the payment of
principal of and interest on, and any other amounts owing in respect of, the
Notes (as defined herein), and to secure compliance with the provisions of the
Series Trust Indenture.

                  The following terms and provisions shall govern the Notes,
subject to contrary terms and provisions expressly set forth in a Series Trust
Indenture, which contrary terms and provisions shall control; provided, that no
such term or provisions of the Series Trust Indenture may limit, qualify or
conflict with Section 11.7 hereof.

                                    ARTICLE I
                    DEFINITION AND INCORPORATION BY REFERENCE

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

                  "Act" means 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.

                  "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 meaning correlative to the foregoing.

                  "Agency Office" has the meaning specified in Section 3.2.

                  "Authorized Officer" means, with respect to the Issuer, any
officer within the Corporate Trust Office of the Owner Trustee, including any
Senior Vice President, Vice President, Assistant Vice President, Secretary,
Assistant Secretary, or any other officer of the Owner 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 and who is identified on the list of
Authorized Officers delivered by the Owner Trustee to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter), or, if and for so long as the United States Trust Company of New
York acts as agent of the Owner Trustee, any officer holding an equivalent
position within the United States Trust Company of New York and identified on
such list.


                                     - 1 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "Authorized Signatory" means, in relation to the Owner Trustee
or the Issuer, any Person authorized from time to time to execute documents or
agreements, authenticate certificates or otherwise act for and on behalf of the
Owner Trustee or the Issuer from time to time, and who is identified on the list
of Authorized Signatories delivered by Owner Trustee to the Indenture Trustee on
the Closing Date (as such list may be modified or supplemented from time to time
thereafter).

                  "Basic Documents" means the Trust Agreement and this
Indenture, and any other documents specified in the Series Trust Indenture.

                  "Book-Entry Notes" means Notes, ownership and transfer of
which is made through book entries by a Clearing Agency and its participants as
described in Section 2.11.

                  "Business Day" has the meaning set forth in the Series Trust
Indenture.

                  "Calculation Agent" means the Person identified as such in the
Swap Agreement.

                  "Certificate" means a certificate of a class of certificates
identified in the Series Trust Indenture, which Certificate has been issued by
the Issuer pursuant to the Trust Agreement.

                  "Certificate Principal Balance" equals initially that amount
set forth and designated as such (or set forth and designated as the Notional
Amount of the Certificates) in the Trust Agreement, and thereafter, such amount,
as reduced by all amounts allocable to principal previously distributed to
Certificateholders.

                  "Class" means Notes having the same terms and conditions and
the same relative rights and interests, as specified in the Series Trust
Indenture.

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

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

                  "Closing Date" means the date set forth and designated as such
in the Series Trust Indenture.

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

                  ""Collateral Account" means the collateral account established
pursuant to Section 8.2 of this Indenture.

                  "Collateral Obligations" means the underlying securities
listed in the Series Trust Indenture, together with the Issuer's rights under
the Swap Agreement, any Related Agreement and any Credit Enhancement Agreement.

                  "Collection Account" means the collection account established
pursuant to Section 8.2 of this Indenture.

                  "Commission" means the Securities and Exchange Commission.


                                     - 2 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "Corporate Trust Office" means the principal office of the
Indenture Trustee at which at any particular time its corporate trust business
shall be administered, as specified in the Series Trust Indenture; or such other
office as the Indenture Trustee may designate from time to time by notice to the
Noteholders, the Certificateholders, the Owner Trustee and the Rating Agency, or
the principal corporate trust office of any successor Indenture Trustee (in
which case the successor Indenture Trustee will notify the Noteholders, the
Certificateholders, the Owner Trustee and the Rating Agency of the address of
such office).

                  "Credit Enhancement Agreement" means any guarantee, insurance
policy, collateral arrangement or other forms of credit enhancement specified as
a Credit Enhancement Agreement in the Series Trust Indenture.

                  "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 2.13.

                  "Delaware Trustee" means, if the Issuer is a Delaware Trust,
the trustee specified as the Delaware Trustee in the Series Trust Indenture.

                  "Designated Accounts" means the Collateral Account and the
Collection Account and such other accounts as may be created pursuant to Section
8.2 of this Indenture.

                  "Depositor" means Corporate Asset Backed Corporation, a
Delaware corporation, and any permitted successor or assignee.

                  "Distribution Date" means any one of the dates set forth and
designated as Distribution Dates in the Series Trust Indenture upon which
payments in respect of the Notes or the Certificates shall be due and payable.

                  "DTC" means The Depository Trust Company.

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

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

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

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

                  "Final Call Date" means the date specified as such in Exhibit
A to the Series Trust Indenture.

                  "Final Scheduled Distribution Date" means the date set forth
and designated as such in the Series Trust Indenture, which shall be the
Distribution Date upon which the entire unpaid Principal Balance of the Notes
shall be due and payable.

                  "First Call Date" means the date specified as such in the
Series Trust Indenture.


                                     - 3 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "Grant" means mortgage, pledge, bargain, sell, warrant,
alienate, remise, release, convey, assign, transfer, create, and grant a Lien
upon and right of set-off against, deposit, set over and confirm pursuant to
this Indenture. A Grant of the Collateral Obligations 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 Obligations 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 the trust indenture consisting of the Series
Trust Indenture into which is incorporated by reference these Standard Terms,
including all exhibits, schedules, appendices, supplements and amendments to
each.

                  "Indenture Trustee" means the Indenture Trustee identified as
such in the Series Trust Indenture, and any successor qualifying under Section
6.11 of this Indenture.

                  "Independent Certificate" means a certificate of a
non-affiliated accountant, engineer, appraiser or other expert as required by
the TIA.

                  "Interest Accrual Period" means, with respect to any
Distribution Date, the period from and including the Distribution Date
immediately preceding such Distribution Date (or, in the case of the first such
Distribution Date, the Closing Date) to but excluding such Distribution Date.

                  "Issuer" means the trust created pursuant to the Trust
Agreement and identified as the Issuer in the Series Trust Indenture.

                  "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 Indenture Trustee.

                  "Letter of Representations" means the Letter of
Representations, dated the Closing Date, from the Indenture Trustee and the
Owner Trustee to DTC, as Clearing Agency, with respect to the Notes.

                  "Lien" means a security interest, lien, charge, pledge,
equity, mortgage or encumbrance of any kind.

                  "Moody's" means Moody's Investors Service, Inc., and any
successor thereto.

                  "Note" means a note of a class of Notes identified in the
Series Trust Indenture, which note is issued by the Issuer pursuant to this
Indenture.

                  "Note Depositary" means the Clearing Agency, or any nominee
thereof, in whose name any Global Notes are registered.

                  "Note Owner" means, with respect to a Book-Entry Note, the
Person who is the beneficial 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


                                     - 4 -
<PAGE>
                                                                     EXHIBIT 4.6


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 2.5.

                  "Obligations Payment Date" means each date upon which payments
in respect of the Swap Agreement, the Related Agreements or the Credit
Enhancement Agreements are due and payable, exclusive of the Closing Date.

                  "Officer's Certificate" means a certificate signed by any
Authorized Officer or Authorized Signatory of the Issuer and delivered to the
Indenture 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 or Authorized Signatory 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 Owner Trustee and who shall be satisfactory to
the Indenture Trustee, and which opinion or opinions shall be addressed to the
Indenture Trustee as Indenture Trustee, shall comply with any applicable
requirements of Section 11.1 of this Indenture, and shall be in form and
substance satisfactory to the Indenture Trustee.

                  "Original Note" means notes executed by the Trustee in
substantially the form set forth in Appendix A, in accordance with the
provisions set out in Section 2.4, to be registered in the name of Cede & Co.,
as nominee of DTC.

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

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

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

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

provided that in determining whether the Noteholders have given any request,
demand, authorization, direction, notice, consent or waiver hereunder, Notes
owned by the Issuer, the Depositor, the Indenture Trustee or any Affiliate of
any of foregoing Persons shall be disregarded and for purposes of determining
the requisite Outstanding Amount of Notes shall be deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Notes that the Indenture Trustee knows to be so owned shall be
so disregarded.

                  "Outstanding Amount" means the aggregate Principal Balance of
all Notes outstanding at the date of determination.


                                     - 5 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "Owner Trustee" means the Owner Trustee specified in the
Series Trust Indenture and any successor qualifying under Section 7.14 of the
Trust Agreement.

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

                  "Person" means any individual, corporation, estate,
partnership, joint venture, association, joint stock company, trust (including
any beneficiary thereof), unincorporated organization or government or any
agency or political subdivision thereof.

                  "Plan" has the meaning specified in Section 2.5(i).

                  "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 2.6 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.

                  "Principal Balance" means, initially, with respect to each
Class, that amount identified as the initial note principal balance with respect
to such Class in the Series Trust Indenture, and, thereafter, such initial
balance as reduced by all amounts allocable to principal previously distributed
to Noteholders holding Notes of that Class.

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

                  "Rating Agency" means the credit rating agency identified in
the Series Trust Indenture. If more than one credit rating agency is identified
in the Series Trust Indenture, any reference herein to "Rating Agency" shall be
deemed to include each such credit rating agency. If such organization or
successor is no longer in existence, "Rating Agency" shall be a United States
nationally recognized statistical rating organization or other comparable Person
designated by the Depositor, notice of which designation shall be given to the
Indenture Trustee.

                  "Rating Agency Condition" means, (i) with respect to any
specified action, that the Rating Agency shall have been given 10 days prior
notice thereof and that the Rating Agency shall have notified the Indenture
Trustee in writing that such action will not result in a reduction or withdrawal
of the then current rating of the Notes, and (ii) in the case of the extension
of the maturity of any Notes, that the Rating Agency shall have been given 10
days prior notice of the election of all or a portion of the Noteholders to
extend the maturity of their Notes, and that the Rating Agency shall have
notified the Indenture Trustee in writing that the Notes, upon the extension of
their maturity, will maintain a rating at least as high as the then current
rating of the Notes prior to the extension of their maturity.

                  "Record Date" shall, with respect to any Distribution Date or
Redemption Date have the meaning specified in the Series Trust Indenture, and
with respect to any right to vote or consent in relation to the control of the
actions of the Indenture Trustee, or waive any rights hereunder or under any
other instrument, shall be the later of (i) 30 days prior to the first
solicitation of such vote, consent or waiver and (ii) the date of the most
recent list of Noteholders furnished to the Indenture Trustee pursuant to the
provisions of this Indenture prior to such solicitation.


                                     - 6 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "Redemption Date" means any date set for the redemption of the
Notes upon satisfaction of the conditions for early redemption.

                  "Redemption Price" means an amount equal to the unpaid
Principal Balance of the Notes redeemed, plus accrued and unpaid interest
thereon to but excluding the Redemption Date, and plus the redemption premium,
if any.

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

                  "Related Agreements" means any agreement or arrangement
specified as such in the Series Trust Indenture.

                  "Responsible Officer" means, with respect to the Indenture
Trustee, any officer within the Corporate Trust Office of the Indenture Trustee,
including any Vice President, Assistant Vice President, Secretary, Assistant
Secretary, or any other officer of the Indenture 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.

                  "Series Trust Indenture" means the series trust indenture into
which these Standard Terms are incorporated by reference, consisting of the
provisions actually set forth in the pages of the Series Trust Indenture
preceding and including its signature page, together with all exhibits thereto
except these Standard Terms.

                  "Standard & Poor's" means Standard & Poor's Rating Group, a
division of The McGraw-Hill Companies, Inc., and any successor thereto.

                  "Standard Terms" or "these Standard Terms" means this Schedule
I, the Standard Terms and Provisions of Trust Indenture between the Issuer and
the Indenture Trustee.

                  "Swap Agreement" means the swap agreement dated the Closing
Date (including the schedule and confirmations relating thereto) between the
Issuer and the Swap Counterparty, as the same may be amended and supplemented
from time to time.

                  "Swap Counterparty" means the Swap Counterparty identified in
the Series Trust Indenture and any permitted successor or assignee.

                  "Trust Agreement" means the trust agreement identified in the
Series Trust Indenture, between the Depositor and the Owner Trustee., and if the
Issuer is a Delaware statutory trust, the Delaware Trustee

                  "Trust Estate" means all money, instruments, rights and other
property that are subject or intended to be subject to the Lien of this
Indenture for the benefit of the Noteholders (including, without limitation, all
property and interests Granted to the Indenture Trustee pursuant to this
Indenture), including all proceeds thereof.

                  "Trust Liquidation Event" means the occurrence of (a) an event
of default, termination event or additional termination event under the Swap
Agreement or a similar event under any Related Agreement or any Credit
Enhancement Agreement and (b) any other event specified in the Trust Agreement
as an event of default under the Trust Agreement.


                                     - 7 -
<PAGE>
                                                                     EXHIBIT 4.6


                  "TIA" means the Trust Indenture Act of 1939, as amended.

                  "UCC" means the Uniform Commercial Code, as in effect in New
York, as amended from time to time.

                  SECTION 1.2 Other Definitional Provisions. Capitalized terms
used in the Series Trust Indenture and not otherwise defined herein shall have
the respective meanings assigned them in the Trust Agreement. All references in
this Indenture to Articles, Sections, subsections, Schedules and Exhibits are to
Articles, Sections, subsections, Schedules and Exhibits of these Standard Terms
unless otherwise specified. All terms defined in the Series Trust Indenture
shall have the defined meanings when used in any certificate, notice, Note or
other document made or delivered pursuant hereto unless otherwise defined
therein. Whenever used in this Agreement, except as otherwise expressly provided
or unless the context otherwise requires, any noun or pronoun shall be deemed to
include the plural as well as the singular and to cover both genders.

                  SECTION 1.3 Incorporation by Reference of Trust Indenture Act.
Whenever this Indenture refers to a provision of the TIA, such 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:

                  "indenture securities" means the Notes.

                  "indenture trustee" means the Indenture Trustee.

                  "obligor" on the indenture securities means the Issuer, the
Owner Trustee 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 a Commission
rule have the respective meanings assigned to them by such definitions.

                                   ARTICLE II
                                    THE NOTES

                  SECTION 2.1 The Notes. The Notes shall be issued in such Class
or Classes as are specified in the Series Trust Indenture.

                  SECTION 2.2 Form.

                  (a) Each Note, together with the Indenture Trustee's
certificate of authentication, shall be in substantially the form set forth in
Appendix A to the Series Trust Indenture corresponding to such type of Note
designated in the Series Trust Indenture, with such appropriate insertions,
omissions, substitutions and other variations as are required or permitted by
this Indenture, and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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


                                     - 8 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 2.3 Execution; Authentication and Delivery.

                  (a) Each Note shall be dated the date of its authentication,
and shall be issuable as a registered Note in any authorized denomination set
forth in the Series Trust Indenture.

                  (b) The Notes shall be executed on behalf of the Issuer by any
of the Authorized Officers of the Issuer or the Authorized Signatories of the
Owner Trustee. The signature of any such Authorized Officer or Authorized
Signatory of the Notes may be manual or facsimile.

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

                  (d) The Issuer shall execute and the Indenture Trustee, in
exchange for the Collateral Obligations, simultaneously with the sale,
assignment and transfer to the Indenture Trustee of the Collateral Obligations,
shall cause to be authenticated and delivered to or upon the order of the
Issuer, the Notes for original issue in an aggregate principal amount set forth
with respect to each Class in the Series Trust Indenture. The aggregate
Principal Balance of Notes of any Class Outstanding at any time may not exceed
that amount except as provided in Section 2.6. Such Notes shall be duly
authenticated by the Indenture Trustee, in authorized denominations.

                  (e) 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 set forth in
Exhibit A to the Series Trust Indenture, executed by the Indenture Trustee by
manual signature of one of its Responsible Officers or 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.

                  (f) The Indenture Trustee may appoint an authenticating agent
for purposes of authenticating and delivering the Notes.

                  SECTION 2.4 Original Notes.

                  (a) The Issuer shall execute, and upon receipt of an Issuer
Order the Indenture Trustee shall authenticate and deliver, global Notes of each
Class which are printed, lithographed, typewritten, mimeographed or otherwise
produced, with such variations from the form of Note set forth in Exhibit A to
the Series Trust Indenture as are consistent with the terms of this Indenture as
the officers executing such Notes may determine, as evidenced by their execution
of such Notes.

                  (b) Under the circumstances set forth in Section 2.13, the
Issuer shall cause Definitive Notes to be prepared. After the preparation of
Definitive Notes, the global Notes shall be exchangeable for Definitive Notes
upon surrender of the global Notes at the Agency Office of the Issuer to be
maintained as provided in Section 3.2, without charge to the Noteholder. Upon
surrender for cancellation of any one or more global Notes, the Issuer shall
execute and the Indenture Trustee shall authenticate and deliver in exchange
therefor a like Principal Balance of Definitive Notes of authorized
denominations. Until so delivered in exchange, the global Notes shall in all
respects be entitled to the same benefits under this Indenture as Definitive
Notes.


                                     - 9 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 2.5 Registration; Registration of Transfer and
Exchange of Notes.

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

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

                  (c) Upon surrender for registration of transfer of any Note at
the Corporate Trust Office of the Indenture Trustee or the Agency Office of the
Issuer (and following the delivery, in the former case, of such Notes to the
Issuer by the Indenture Trustee), the Issuer shall execute, the Indenture
Trustee shall authenticate and the Noteholder shall obtain from the Indenture
Trustee, in the name of the designated transferee or transferees, one or more
new Notes of the same series and class in any authorized denominations, of a
like aggregate Principal Balance.

                  (d) At the option of the Noteholder, Notes may be exchanged
for other Notes of the same series and class in any authorized denominations, of
a like aggregate Principal Balance, upon surrender of the Notes to be exchanged
at the Corporate Trust Office of the Indenture Trustee or the Agency office;
provided, however, that in the latter case the Issuer agrees that such
surrendered Notes shall be promptly delivered to the Indenture Trustee. Whenever
any Notes are so surrendered for exchange, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes which the Noteholder making the exchange is
entitled to receive.

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

                  (f) Every Note presented or surrendered for registration of
transfer or exchange shall be duly endorsed by, or be accompanied by a written
instrument of transfer in form satisfactory to the Indenture Trustee and the
Note Registrar duly executed by, the Holder thereof or such Holder's attorney
duly authorized in writing, with such other documents as the Indenture Trustee
may require.

                  (g) No service charge shall be made to a Holder for any
registration of transfer or exchange of Notes, but the Issuer or Indenture
Trustee may require payment of a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any registration of
transfer or exchange of Notes, other than exchanges pursuant to Section 2.4 or
9.6 not involving any transfer.

                  (h) The preceding provisions of this Section 2.5
notwithstanding, the Issuer shall not be required to transfer or make exchanges,
and the Note Registrar need not register transfers or


                                     - 10 -
<PAGE>
                                                                     EXHIBIT 4.6


exchanged, of Notes that: (i) have been selected for redemption pursuant to
Article X, if applicable; or (ii) are due for repayment within 15 days of
submission to the Corporate Trust Office or the Agency Office.

                  (i) No Notes may be transferred to an employee benefit plan
(as defined in Section 3(3) of ERISA) that is subject to ERISA, a plan (as
defined in Section 4975(e)(1) of the Code, other than a governmental or church
plan described in Section 4975(g)(2) or (3) of the Code) that is subject to
Section 4975 of the Code, a governmental or church plan that is subject to any
federal, state or local law that is, to a material extent, similar to the
prohibited transaction provisions of ERISA or Section 4975 of the Code, or an
entity whose underlying assets include "plan assets" by reason of any such
plan's investment in the entity (excluding any entity registered under the
Investment Company Act of 1940, as amended) (each, a "Plan"), or any person
acting on behalf of a Plan.

                  (j) Each purchaser of Notes will be deemed to have
represented, agreed and acknowledged, as applicable, that the purchaser is not a
Plan.

                  SECTION 2.6 Mutilated, Destroyed, Lost or Stolen Notes.

                  (a) If (i) any mutilated Note is surrendered to the Indenture
Trustee, or the Indenture Trustee receives evidence to its satisfaction of the
destruction, loss or theft of any Note, and (ii) there is delivered to the
Indenture Trustee such security or indemnity as may be required by it to hold
the Issuer and the Indenture Trustee harmless, then, in the absence of notice to
the Issuer, the Note Registrar or the Indenture Trustee that such Note has been
acquired by a protected purchaser, the Issuer shall execute and upon the
Issuer's request the Indenture Trustee shall authenticate and deliver, in
exchange for or in lieu of any such mutilated, destroyed, lost or stolen Note, a
replacement Note of a like aggregate Principal Balance; provided, however, that
if any such destroyed, lost or stolen Note, but not a mutilated Note, shall have
become or within 7 days shall be due and payable, or shall have been called for
redemption, instead of issuing a replacement Note, the Issuer may pay to the
Holder of such destroyed, lost or stolen Note the amount due and payable thereon
when so due or payable or upon the Redemption Date without surrender thereof.

                  (b) If, after the delivery of a replacement Note or payment in
respect of a destroyed, lost or stolen Note pursuant to subsection (a), a
protected purchaser of the original Note in lieu of which such replacement Note
was issued presents for payment such original Note, the Issuer and the Indenture
Trustee shall be entitled to recover such replacement Note (or such payment)
from (i) any Person to whom it was delivered; (ii) the Person taking such
replacement Note from the Person to whom such replacement Note was delivered; or
(iii) any assignee of such Person, except a protected purchaser, and the Issuer
and the Indenture Trustee shall be entitled to recover upon the security or
indemnity provided therefor to the extent of any loss, damage, cost or expense
incurred by the Issuer or the Indenture Trustee in connection therewith.

                  (c) In connection with the issuance of any replacement Note
under this Section 2.6, the Issuer may require the payment by the Holder of such
Note of a sum sufficient to cover any tax or other governmental charge that may
be imposed in relation thereto and any other reasonable expenses (including all
fees and expenses of the Indenture Trustee) connected therewith.

                  (d) Any duplicate Note issued pursuant to this Section 2.6 in
replacement for 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 found at any time or be
enforced by any Person, and shall be entitled to all the benefits of this
Indenture equally and proportionately with any and all other Notes duly issued
hereunder.


                                     - 11 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (e) The provisions of this Section 2.6 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 2.7 Persons Deemed Noteholders. Prior to due
presentment for registration of transfer of any Note, the Issuer, the Indenture
Trustee and any agent of the Issuer or the Indenture Trustee may treat the
Person in whose name any Note is registered (as of the day of determination) as
the Noteholder for the purpose of receiving payments of principal of and
interest on such Notes and for all other purposes whatsoever, whether or not
such Notes be overdue, and neither the Issuer, the Indenture Trustee nor any
agent of the Issuer or the Indenture Trustee shall be affected by notice to the
contrary.

                  SECTION 2.8 Payment of Principal and Interest.

                  (a) Each Note of a series and class of Notes shall be entitled
to payments of interest as provided in the form of Note for such series and
class set forth in Appendix A, and such interest shall be payable on each
Distribution Date as specified therein. Any installment of interest payable on
any Note which is punctually paid or duly provided for by a deposit by or at the
direction of the Issuer into the Collection Account shall be paid to the Person
in whose name such Note (or one or more Predecessor Notes) is registered on the
applicable 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;
provided however, that, unless and until Definitive Notes have been issued
pursuant to Section 2.13, with respect to Notes registered on the applicable
Record Date in the name of the Note Depositary (initially, Cede & Co.), payment
shall be made by wire transfer in immediately available funds to the account
designated by the Note Depositary.

                  (b) The entire unpaid Principal Balance, if any, of the Notes
shall be due and payable, if not previously paid, if

                  (i) an Event of Default shall have occurred and be continuing;
         and

                  (ii) the Indenture Trustee or the Noteholders representing not
         less than 25% 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.

                  (c) Following an Event of Default and the acceleration of the
Notes as aforesaid, except to the extent otherwise specifically provided herein,
(i) Noteholders will be entitled to ratable repayment of principal on the basis
of their respective unpaid Principal Balances and (ii) repayment in full of the
accrued interest on and unpaid Principal Balances of the Notes will be made
prior to any further payment of interest or principal on the Certificates in
respect of the Certificate Principal Balance.

                  (d) The Indenture Trustee shall notify each Noteholder of
record as of the Record Date for a Distribution Date, of the fact that the final
installment of principal of and interest on such Note is to be paid on such
Distribution Date. Such notice shall be sent (i) on such Record Date by
facsimile, if Book-Entry Notes are outstanding; or (ii) not later than 3
Business Days after such Record Date in accordance with Section 11.5(a), if
Definitive Notes are outstanding, and shall specify that such final installment
shall 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.

                  SECTION 2.9 Cancellation of Notes. All Notes surrendered for
payment, redemption, exchange or registration of transfer shall, if surrendered
to any Person other than the Indenture Trustee, be delivered to the Indenture
Trustee and shall be promptly cancelled by the Indenture Trustee. The Issuer


                                     - 12 -
<PAGE>
                                                                     EXHIBIT 4.6


may at any time deliver to the Indenture Trustee for cancellation any Notes
previously authenticated and delivered hereunder which the Issuer may have
acquired in any manner whatsoever, and all Notes so delivered shall be promptly
cancelled by the Indenture Trustee. No Notes shall be authenticated in lieu of
or in exchange for any Notes cancelled as provided in this Section 2.9, except
as expressly permitted by this Indenture. All cancelled Notes may be held or
disposed of by the Indenture Trustee in accordance with its standard retention
or disposal policy as in effect at the time unless the Issuer shall direct by an
Issuer Order that they be destroyed or returned to it; provided, however, that
such Issuer Order is timely and the Notes have not been previously disposed of
by the Indenture Trustee.

                  SECTION 2.10 Release of Collateral Obligations. Subject to
Sections 8.4, 10.3 and 11.1, the Indenture Trustee shall release property from
the Lien of this Indenture, including a release of property pursuant to Section
8.5, only upon receipt of an Issuer Request accompanied by an Officer's
Certificate, an Opinion of Counsel and Independent Certificates in accordance
with TIA Sections 314(c) and 314(d)(1) 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 2.11 Book-Entry Notes. The Notes, upon original
issuance, shall be issued in the form of a typewritten Original Note or Notes
representing the Book-Entry Notes, to be delivered to DTC, the initial Clearing
Agency, by or on behalf of the Issuer. Such Original Note or Notes shall be
registered on the Note Register in the name of the Note Depositary, and no Note
Owner shall receive a Definitive Note representing such Note Owner's interest in
such Note, except as provided in Section 2.13. Unless and until the Definitive
Notes have been issued to Note Owners pursuant to Section 2.13:

                  (a) the provisions of this Section 2.11 shall be in full force
and effect;

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

                  (c) to the extent that the provisions of this Section 2.11
conflict with any other provisions of this Indenture, the provisions of this
Section 2.11 shall control;

                  (d) the rights of the 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. Unless and until Definitive Notes are issued pursuant to
Section 2.13, the initial Clearing Agency shall make book-entry transfers
between the Clearing Agency Participants and receive and transmit payments of
principal of and interest on the Notes to such Clearing Agency Participants,
pursuant to the Letter of Representations; and

                  (e) whenever this Indenture requires or permits actions to be
taken based upon instructions or directions of Noteholders 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 (i)
received instructions to such effect from Note Owners and/or Clearing Agency
Participants owning or representing respectively, such required percentage of
the beneficial interest in the Notes; and (ii) delivered such instructions to
the Indenture Trustee.

                  SECTION 2.12 Notices to Clearing Agency. Whenever a notice or
other communication to the Noteholders is required under this Indenture, unless
and until Definitive Notes shall have been issued to Note Owners pursuant to
Section 2.13, the Indenture Trustee shall give all such notices and


                                     - 13 -
<PAGE>
                                                                     EXHIBIT 4.6


communications specified herein to be given to Noteholders to the Clearing
Agency and shall have no obligation to the Note Owners.

                  SECTION 2.13 Definitive Notes. If (i) the Depositor advises
the Indenture 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 Issuer is unable to locate a qualified successor; (ii) the Depositor, at its
option, advises the Indenture 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 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
Indenture Trustee shall notify the Clearing Agency of the occurrence of any such
event and of its intent to make definitive dully registered notes ("Definitive
Notes") available to Note Owners, and shall request the surrender to the
Indenture Trustee of the typewritten original Note or Notes representing the
Book-Entry Notes by the Clearing Agency. Upon such surrender, accompanied by
registration instructions from the Clearing Agency, the Issuer shall execute and
the Indenture Trustee shall authenticate the Definitive Notes in accordance with
the instructions of the Clearing Agency. None of the Issuer, the Note Registrar
or the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes, the Indenture Trustee
shall recognize the Holders of the Definitive Notes as Noteholders.

                  SECTION 2.14 Depositor as Noteholder. Subject to the proviso
set forth in the definition of "Outstanding" in Section 1.1, the Depositor 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 the Depositor.

                  SECTION 2.15 Tax Treatment. The Issuer and the Indenture
Trustee, by entering into this Indenture, and the Noteholders, by acquiring any
Notes or interests therein, (i) express their intention that the Note qualify
under applicable tax law as indebtedness secured by the Collateral Obligations,
and (ii) unless otherwise required by appropriate taxing authorities, agree to
treat the Notes as indebtedness secured by the Collateral Obligations for the
purpose of federal income taxes, state and local income and franchise taxes and
any other taxes imposed upon, measured by or based upon gross or net income.

                                   ARTICLE III
                                    COVENANTS

                  SECTION 3.1 Payment of Principal and Interest. The Issuer
shall duly and punctually pay the principal of and interest on the Notes in
accordance with the terms of the Notes and this Indenture. On each Distribution
Date and on the Redemption Date, the Issuer shall cause all amounts on deposit
in the Collection Account to be distributed in accordance with Section 8.4, less
amounts properly withheld under the Code or applicable state law by any Person
from a payment of interest and/or principal to any Person referred to in Section
8.4. Any amounts so withheld shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

                  SECTION 3.2 Maintenance of Agency Office. As long as any of
the Notes remains outstanding, the Issuer shall maintain in the Borough of
Manhattan, New York City, an office (the "Agency Office"), being an office or
agency where Notes may be surrendered to the Issuer for registration of transfer
or exchange, and where notices and demands to or upon the Issuer in respect of
the Notes and this Indenture may be served. The Issuer hereby initially appoints
the Indenture Trustee to serve as its agent for the foregoing purposes. The
Issuer shall give prompt written notice to the Indenture Trustee of the
location, and of any change in the location, of any such Agency Office. If at
any time the


                                     - 14 -
<PAGE>
                                                                     EXHIBIT 4.6


Issuer shall fail to maintain any such Agency Office or shall fail to furnish
the Indenture Trustee with the address thereof, such surrenders, notices and
demands may be made or served at the Corporate Trust Office of the Indenture
Trustee, and the Issuer hereby appoints the Indenture Trustee as its agent to
receive all such surrenders, notices and demands.

                  SECTION 3.3 Money for Payment to Be Held in Trust.

                  (a) As provided in Section 8.2, all payments of amounts due
and payable with respect to any Notes, Certificates, Swap Agreement, Related
Agreement or Credit Enhancement Agreement that are to be made from amounts
withdrawn from the Collection Account pursuant to Section 8.4 shall be made on
behalf of the Issuer by the Indenture Trustee or by another Paying Agent, and no
amounts so withdrawn from the Collection Account for payments of Notes or any
Certificates, Swap Agreement, Related Agreement or Credit Enhancement Agreement
shall be paid over to the Issuer except as provided in this Section 3.3.

                  (b) On or before the Business Day next preceding each
Distribution Date or the Redemption Date, the Issuer shall deposit or cause to
be deposited in the Collection Account (unless such amount has been received
directly by the Indenture Trustee) an aggregate sum sufficient to pay the
amounts then becoming due, such sum to be held in trust for the benefit of the
Persons entitled thereto and (unless the Paying Agent is the Indenture Trustee)
each of the Paying Agent (if such action or failure to act is known to it) and
the Issuer shall promptly notify the Indenture Trustee of the Issuer's action or
failure so to act.

                  (c) The Issuer shall cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Indenture Trustee an instrument
in which such Paying Agent shall agree with the Indenture Trustee (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this Section 3.3, that such Paying Agent shall:

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

                  (ii) give the Indenture 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 Indenture Trustee, forthwith pay to the
         Indenture Trustee all sums so held in trust by such Paying Agent for
         deposit by the Indenture Trustee in the Collection Account;

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

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

                  (d) The Issuer may at any time, for the purpose of obtaining
the satisfaction and discharge of this Indenture or for any other purpose, by
Issuer Order direct any Paying Agent to pay to the


                                     - 15 -
<PAGE>
                                                                     EXHIBIT 4.6


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

                  (e) Subject to applicable laws with respect to escheat of
funds, any money held by the Indenture Trustee or any Paying Agent in trust for
the payment of any amount due with respect to any Note and remaining unclaimed
for one year 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 Indenture Trustee or such Paying Agent with
respect to such trust money shall thereupon cease; provided, however, that the
Indenture Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Issuer cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in New York City, 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 shall be repaid to the Issuer. The Indenture Trustee
may also adopt and employ, at the expense of the Issuer, any other reasonable
means of notification of such repayment (including, but not limited to, mailing
notice of such repayment to Holders whose Notes have been called but have not
been surrendered for redemption or whose right or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

                  SECTION 3.4 Existence. The Issuer shall keep in full effect
its existence, rights and franchises as a trust under the laws of the State of
its organization (unless it becomes, or any successor Issuer hereunder is or
becomes, organized under the laws of any other State or territory of the United
States of America, in which case the Issuer shall keep in full effect its
existence, rights and franchises under the laws of such other jurisdiction) and
shall 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 Obligations and each
other instrument or agreement included in the Trust Estate.

                  SECTION 3.5 Protection of Trust Estate; Acknowledgement of
Pledge. The Issuer shall from time to time execute and deliver all such
supplements and amendments hereto and all such financing statements,
continuation statements, instruments of further assurance and other instruments,
and shall take such other action necessary or advisable to:

                  (i) maintain or preserve the Lien (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 Obligations; or

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

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


                                     - 16 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 3.6 Opinions as to Trust Estate.

                  (a) On the Closing Date, the Issuer shall furnish to the
Indenture Trustee an Opinion of Counsel either stating that, in the opinion of
such counsel, such action has been taken with respect to the recording and
filing of this Indenture, any indentures supplemental hereto and any other
requisite documents, and with respect to the execution and filing of any
financing statements and continuation statement as are necessary to perfect and
make effective the Lien 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 effective.

                  (b) On or before the date set forth in the Series Trust
Indenture in each calendar year, beginning on the date set forth in the Series
Trust Indenture, the Issuer shall furnish to the Indenture 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
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. Such Opinion of Counsel shall also describe the details of 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 of this Indenture until such date
in the following fiscal year.

                  SECTION 3.7 Performance of Bond.

                  (a) The Issuer shall not take any action and shall 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
expressly provided in this Indenture 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 Indenture Trustee in an Officer's Certificate of
the Issuer shall be deemed to be action taken by the Issuer.

                  (c) The Issuer shall 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 filing or causing to be filed all UCC financing statements and
continuation statements required to be filed by the terms of this Indenture in
accordance with and within the time periods provided for herein and therein.

                  (d) Subject to Article IX, without derogating from the
absolute nature of the assignment granted to the Indenture Trustee under this
Indenture or the rights of the Indenture Trustee hereunder, the Issuer agrees
that it shall not, without the prior written consent of the Indenture Trustee or
the Holders of at least a majority in Outstanding Amount of the Notes, as
applicable, in accordance with the terms thereof, amend, modify, waive,
supplement, terminate or surrender, or agree to any amendment, modification,
supplement, termination, waiver or surrender of, the terms of the Collateral
Obligations or the Basic Documents, or waive timely performance or observance by
the Depositor under the Trust Agreement. If any such amendment, modification,
supplement or waiver shall be so consented to by the


                                     - 17 -
<PAGE>
                                                                     EXHIBIT 4.6


Indenture Trustee or such Holders, as applicable, the Issuer agrees, promptly
following a request by the Indenture 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 Indenture Trustee may deem necessary or appropriate
in the circumstances.

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

                  (a) sell, transfer, exchange or otherwise dispose of any of
the properties or assets of the Issuer, except in accordance with Section
3.10(b) of this Indenture;

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

                  (c) voluntarily commence any insolvency, readjustment or debt,
marshalling of assets and liabilities or other proceeding, or apply for an order
by a court or agency or supervisory authority for the winding-up or liquidation
of its affairs or any other event specified in Section 5.1(f); or

                  (d) permit (i) 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 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; (ii) 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; or (iii) the Lien of this Indenture not to constitute a valid
first priority security interest in the Trust Estate.

                  SECTION 3.9 Annual Statement as to Compliance. The Issuer
shall deliver to the Rating Agency and the Indenture Trustee, not less than
annually, an Officer's Certificate signed by an Authorized Officer or Authorized
Signatory of the Owner Trustee, dated as of the date set forth in the Series
Trust Indenture for such year, stating that:

                  (a) a review of the activities of the Issuer during such
fiscal year and of the performance under this Indenture has been made under such
Authorized Officer's supervision, or Authorized Signatory's supervision, as the
case may be; and

                  (b) to the best of such Authorized Officer's knowledge, or
Authorized Signatory's knowledge, as the case may be, based on such review, the
Issuer has fulfilled all conditions and covenants under this Indenture
throughout such year, or, if there has been a default in the fulfillment of any
such condition or covenant, specifying each such default known to such
Authorized Officer or Authorized Signatory and the nature and status thereof.

                  A copy of such certificate may be obtained by any Noteholder,
without charge, upon a request in writing to the Issuer addressed to the
Corporate Trust Office of the Indenture Trustee.

                  SECTION 3.10 Consolidation, Merger, etc., of Issuer;
Disposition of Trust Assets.

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


                                     - 18 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (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 Indenture Trustee, in form satisfactory
         to the Indenture Trustee, the due and punctual payment of the principal
         of and interest on all Notes and the performance or observance of every
         agreement and covenant of this Indenture on the part of the Issuer to
         be performed or observed, all as provided herein;

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

                  (iii) owners of at least 66 2/3% of the Outstanding Amount of
         the Notes shall have consented to such transaction;

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

                  (v) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel addressed to the
         Issuer, stating that such consolidation or merger and such supplemental
         indenture comply with the foregoing requirements and shall have no
         material adverse tax consequences to the Issuer or to any Noteholders
         or Certificateholders.

                  (b) Except as expressly permitted by this Indenture or the
other Basic Documents, the Issuer shall not sell, convey, exchange, transfer or
otherwise dispose of any of its properties or assets, including those included
in the Trust Estate, to any Person, unless:

                  (i) the Person that acquires such properties or assets of the
         Issuer (A) shall be a United States citizen or a Person organized and
         existing under the laws of the United States of America or any State
         and (B) by an indenture supplemental hereto, executed and delivered to
         the Indenture Trustee, in form satisfactory to the Indenture Trustee:

                           (1) expressly assumes 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;

                           (2) expressly agrees that all right, title and
                  interest so sold, conveyed, exchanged, transferred or
                  otherwise disposed of shall be subject and subordinate to the
                  rights of Noteholders;

                           (3) unless otherwise provided in such supplemental
                  indenture, expressly agrees 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

                           (4) expressly agrees that such Person (or if a group
                  of Persons, then one specified Person) shall make all filings
                  with the Commission (and any other appropriate Person)
                  required by the Exchange Act in connection with the Notes;

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


                                     - 19 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (iii) owners of at least 66 2/3% of the Outstanding Amount of
         the Notes shall have consented to such transaction;

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

                  (v) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel addressed to the
         Issuer, stating that such sale, conveyance, exchange, transfer or
         disposition and such supplemental indenture comply with the foregoing
         requirements and shall have no material adverse tax consequence to the
         Issuer or to any Noteholders or Certificateholders.

                  (c) The Issuer shall not liquidate or dissolve without the
consent of owners of at least 66 2/3% of the Outstanding Amount of the Notes.

                  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), the Issuer shall be
released from every covenant and agreement of this Indenture to be observed or
performed on the part of the Issuer with respect to the Notes immediately upon
the delivery of written notice to the Indenture Trustee from the Person
acquiring such assets and properties stating the Issuer is to be so released.

                  SECTION 3.12 No Other Business. The Issuer shall not engage in
any business or activity other than acquiring and holding the underlying
securities and the proceeds therefrom in the manner contemplated by the Basic
Documents, issuing the Notes and the Certificates, making payments on the Notes
and the Certificates and such other activities that are necessary, suitable or
convenient to accomplish the foregoing or are incidental thereto, as set forth
in Section 2.3 of the Trust Agreement.

                  SECTION 3.13 No Borrowing. The Issuer shall not issue, incur,
assume, guarantee or otherwise become liable, directly or indirectly, for any
indebtedness for money borrowed other than indebtedness for money borrowed in
respect of the Notes or in accordance with the Basic Documents.

                  SECTION 3.14 Guarantees, Loans, Advances and Other
Liabilities. Except as contemplated by this Indenture or the other Basic
Documents, 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, of any other interest in, or make any
capital contribution to, any other Person.

                  SECTION 3.15 Capital Expenditures. The Issuer shall not make
any expenditure (by long-term or operating lease or otherwise) for capital
assets (either realty or personalty).


                                     - 20 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 3.16 Restricted Payments. Except for payments of
principal or interest on or redemption of the Notes, so long as any Notes are
Outstanding, the Issuer shall not, directly or indirectly:

                  (a) 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, in each case with respect to any ownership or equity
interest or similar security in or of the Issuer or to the Depositor;

                  (b) redeem, purchase, retire or otherwise acquire for value
any such ownership or equity interest or similar security; or

                  (c) 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 Indenture Trustee, the Owner Trustee and the Certificateholders as
permitted by, and to the extent funds are available for such purpose under, this
Indenture or the Trust Agreement. The Issuer shall not, directly or indirectly,
make payments to or distributions from the Designated Accounts except in
accordance with the Basic Documents.

                  SECTION 3.17 Notice of Events of Default. Within 5 Business
Days after the occurrence thereof, the Issuer agrees to give the Indenture
Trustee and the Rating Agency prompt written notice of each Event of Default
hereunder known to it.

                  SECTION 3.18 Further Instruments and Acts. Upon request of the
Indenture Trustee, the Issuer shall execute and deliver such further instruments
and do such further acts as may be reasonably necessary or proper to carry out
more effectively the purpose of this Indenture.

                  SECTION 3.19 Representations and Warranties by the Issuer to
the Indenture Trustee. The Issuer hereby represents and warrants to the
Indenture Trustee as follows:

                  (a) Good Title. No Collateral Obligation has been sold,
transferred, assigned or pledged by the Issuer to any Person other than the
Indenture Trustee; immediately prior to the conveyance of the Collateral
Obligations pursuant to this Indenture, the Issuer had good and marketable title
thereto, free of any Lien; and, upon execution and delivery of this Indenture by
the Issuer, the Indenture Trustee shall have all of the right, title and
interest of the Issuer in, to and under the Collateral Obligations, the unpaid
indebtedness evidenced thereby and the collateral security therefor, free of any
Lien; and

                  (b) All Filings Made. All filings (including, without
limitation, UCC filings) necessary in any jurisdiction to give the Indenture
Trustee a first perfected security interest in the Collateral Obligations shall
have been made.

                                   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, 3.13 and 3.19; (v) the rights, obligations and
immunities of the Indenture Trustee hereunder (including the rights of the
Indenture Trustee under Section 6.7 and the obligations of the Indenture Trustee
under Section 4.2); and (vi) the rights of Noteholders as beneficiaries hereof
with respect to the property so deposited with


                                     - 21 -
<PAGE>
                                                                     EXHIBIT 4.6


the Indenture Trustee payable to all or any of them, and the Indenture Trustee,
on demand of and at the expense of the Issuer, shall execute proper instruments
acknowledging satisfaction and discharge of this Indenture with respect to the
Notes, if:

                  (a) either:

                           (1) all Notes theretofore authenticated and delivered
                  (other than (A) Notes that have been destroyed, lost or stolen
                  and that have been replaced or paid as provided in Section 2.6
                  and (B) 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 Indenture Trustee for cancellation; or

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

                                    (A) have become due and payable;

                                    (B) shall become due and payable on the
                  Final Scheduled Distribution Date, as appropriate, within one
                  year; or

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

                  and the Issuer, in the case of (A), (B), or (C) of this
                  subsection 4.1(a)(2), has irrevocably deposited or caused to
                  be irrevocably deposited with the Indenture Trustee cash or
                  direct obligations of or obligations guaranteed by the United
                  States 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 unpaid principal of
                  and accrued interest on such Notes not theretofore delivered
                  to the Indenture 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 Indenture Trustee an
Officer's Certificate, an Opinion of Counsel and (if required by the TIA) 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 Indenture Trustee pursuant to Article VIII shall be held in trust and
applied by it, in accordance with the provisions of the Notes, the Trust
Agreement and this Indenture, to the payment, either directly or through any
Paying Agent, as the Indenture Trustee may determine, to the Holders of the
particular Notes for the payment or redemption of which such moneys have been
deposited with the Indenture Trustee, of all sums due and to become due thereon
for principal and interest.


                                     - 22 -
<PAGE>
                                                                     EXHIBIT 4.6


                  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 Indenture
Trustee under the provisions of this Indenture with respect to such Notes shall,
upon demand of the Issuer, be paid to the Indenture Trustee to be held and
applied according to Section 3.3 and thereupon such Paying Agent shall be
released from all further liability with respect to such moneys.

                                    ARTICLE V
                              DEFAULT AND REMEDIES

                  SECTION 5.1 Events of Default. For the purposes of this
Indenture, "Event of Default" wherever used herein, means any one of the
following events:

                  (a) failure to pay interest on any Note as and when the same
becomes due and payable, which failure continues unremedied for a period of 5
days; or

                  (b) failure to pay any installment of the principal of any
Note as and when the same becomes due and payable, which failure continues
unremedied for a period of 5 days; or

                  (c) the impairment of the validity or effectiveness of this
Indenture or any grant hereunder, or the subordination, termination or discharge
of the Lien of this Indenture, or the release of any Person from any covenants
or obligations under this Indenture unless otherwise expressly permitted, or the
creation of any Lien with respect to any part of the property subject to the
Lien of this Indenture, or any interest in or proceeds of such property, unless
otherwise expressly permitted, or the failure of the Lien of this Indenture to
constitute a valid first priority security interest in the property subject to
the Lien of this Indenture and the continuation of any of such defaults for a
period of 30 days after notice 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; or

                  (d) default in the observance or performance in any material
respect 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 specifically dealt with in this Section 5.1) which failure
materially and adversely affects the rights of the Noteholders, and such default
shall continue or not be cured, for a period of 60 days after there shall have
been given written notice of such failure to the Issuer by the Indenture Trustee
or to the Issuer and the Indenture Trustee by the Holders of at least 25% of the
Outstanding Amount of the Notes; or

                  (e) the filing of a decree or order for relief by a court
having jurisdiction in the premises in respect of the Issuer or any substantial
part of the Trust Estate in an involuntary case under any applicable federal or
state bankruptcy, insolvency or other similar law now or hereafter in effect, or
appointing a receiver, liquidator, assignee, custodian, trustee, sequestrator or
similar official of the Issuer or for any substantial part of the Trust Estate,
or ordering the winding-up or liquidation of the Issuer's affairs, and such
decree or order shall remain unstayed and in effect for a period of 60
consecutive days; or

                  (f) 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


                                     - 23 -
<PAGE>
                                                                     EXHIBIT 4.6


any general assignment for the benefit of creditors, or the failure by the
Issuer generally to pay its debts as such debts become due, or the taking of
action by the Issuer in furtherance of any of the foregoing.

The Issuer shall deliver to the Indenture Trustee, within 5 Business Days after
learning of the occurrence thereof, written notice in the form of an Officer's
Certificate of any event which with the giving of notice and the lapse of time
would become an Event of Default under Section 5.1(c), 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.

                  (a) If an Event of Default, other than an Event of Default as
described in Section 5.1(e) or (f), should occur and be continuing, the
Indenture Trustee or the Holders of Notes representing not less than 25% 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 Indenture Trustee
if given by the Noteholders) setting forth the Event or Events of Default, and
upon any such declaration the unpaid Principal Balance of such Notes, together
with accrued and unpaid interest thereon through the date of acceleration, shall
become immediately due and payable. If an Event of Default, as described in
Section 5.1(e) or (f), should occur and be continuing, the Indenture Trustee
shall declare all the Notes to be immediately due and payable, and upon any such
declaration the unpaid Principal Balance of such Notes, together with accrued
and unpaid interest thereon through the date of acceleration, shall become
immediately due and payable.

                  (b) Except in the case of an Event of Default as described in
5.1(a), (b), (e) or (f), or any covenant that may only be modified with the
consent of all Noteholders, at any time prior to or 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 Indenture Trustee as
hereinafter provided in this Article V, the Holders of Notes representing a
majority of the Outstanding Amount of the Notes (or if voting rights are
allocated in the Series Trust Indenture other than in accordance with the
Outstanding Amount of the Notes, holders of a majority of those voting rights),
by written notice to the Issuer and the Indenture Trustee, may waive all
Defaults set forth in the notice delivered pursuant to all Defaults set forth in
the notice delivered pursuant to Section 5.2(a), and rescind and annul such
declaration and its consequences; provided, however, that no such rescission and
annulment shall extend to or affect any subsequent default or impair any right
consequent thereto; and provided, further that if the Indenture Trustee shall
have proceeded to enforce any right under this Indenture and such proceedings
shall have been discontinued or abandoned because of such rescission and
annulment or for any other reason, or shall have been determined adversely to
the Indenture Trustee, then and in every such case, the Indenture Trustee, the
Issuer and the Noteholders, as the case may be, shall be restored respectively
to their former positions and rights hereunder, and all rights, remedies and
powers of the Indenture Trustee, the Issuer and the Noteholders, as the case may
be, shall continue as though no such proceedings had been taken.

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

                  (a) The Issuer covenants that if:

                  (i) default is made in the payment of any installment of
         interest on any Note when the same becomes due and payable, and such
         default continues unremedied for a period of 5 days after receipt by
         the Issuer of notice thereof from the Indenture Trustee or receipt by
         the Issuer and the Indenture Trustee of notice thereof from the Holders
         of at least 25% of the Outstanding Amount of the Notes; or


                                     - 24 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (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, and such default continues unremedied for a period of 5 days
         after receipt by the Issuer of notice thereof from the Indenture
         Trustee or receipt by the Issuer and the Indenture Trustee of notice
         thereof from the holders of at least 25% of the Outstanding Amount of
         the Notes,

the Issuer shall, upon demand of the Indenture Trustee, pay to the Indenture
Trustee, for the ratable benefit of the Noteholders in accordance with their
respective outstanding Principal Balances, the whole amount then due and payable
on such Notes for principal and interest, with interest upon the overdue
principal, 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 Indenture Trustee and its agents and counsel.

                  (b) If the Issuer shall fail forthwith to pay such amounts
upon such demand, the Indenture 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
Indenture 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 Indenture Trustee shall deem
most effective to protect and enforce any such rights, whether for the specific
enforcement of any covenant or agreement in this Indenture or in aid of the
exercise of any power granted herein, or to enforce any other proper remedy or
legal or equitable right vested in the Indenture Trustee by this Indenture or by
law.

                  (d) If 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 if a receiver, assignee or trustee in bankruptcy or
reorganization, liquidator, sequestrator or similar official shall have been
appointed for or taken possession of the Issuer or its property or such other
obligor or Person, or in case of any other comparable judicial Proceedings
relative to the Issuer or other obligor upon the Notes, or to the creditors or
property of the Issuer or such other obligor, the Indenture Trustee,
irrespective of whether the principal of any Notes shall then be due and payable
as therein expressed or by declaration or otherwise and irrespective of whether
the Indenture Trustee shall have made any demand pursuant to the provisions of
this Section 5.3, shall be entitled and empowered, by intervention in such
Proceedings or otherwise:

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

                  (ii) unless prohibited by applicable law 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;


                                     - 25 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (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
         Indenture Trustee on their behalf; and

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

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

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

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

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

                  SECTION 5.4 Remedies; Priorities.

                  (a) If an Event of Default shall have occurred and be
continuing, the Indenture 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 Indenture Trustee and the Noteholders; and


                                     - 26 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (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
         Indenture Trustee may not sell or otherwise liquidate the Trust Estate
         following an Event of Default, unless (A) the Holders of all 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 the principal of and the accrued
         interest on the Notes at the date of such sales or liquidation and the
         Holders of 66 2/3% of the Outstanding Amount of the Notes consent
         thereto or (C) the Indenture 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 Indenture
         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 clauses (B) and (C), the Indenture 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 sufficiency
         of the Trust Estate for such purpose.

                  (b) If the Indenture Trustee collects any money or property
pursuant to this Article V, it shall pay out the money or property in the
following order:

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

                  SECOND: to Noteholders for amounts due and unpaid on the Notes
         for interest and principal, ratably among all classes of Noteholders,
         according to the amounts due and payable on such Notes for interest
         and/or principal; and

                  THIRD: to the Owner Trustee for amounts required to be
         distributed to the Certificateholders pursuant to the Trust Agreement.

                  The Indenture Trustee may fix a record date and distribution
date for any payment to Noteholders pursuant to this Section 5.4. At least 15
days before such record date, the Issuer shall mail to each Noteholder and the
Indenture Trustee a notice that states the record date, the distribution date
and the amount to be paid.

                  SECTION 5.5 Optional Preservation of the Collateral
Obligations. 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 Indenture Trustee may, but need not, elect
to take and 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 Indenture
Trustee shall take such desire into account when determining whether or not to
take and maintain possession of the Trust Estate. In determining whether or not
to take and maintain possession of the Trust Estate, the Indenture 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
         Indenture Trustee of a continuing Event of Default;


                                     - 27 -
<PAGE>
                                                                     EXHIBIT 4.6


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

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

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

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

it 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 of Notes or to enforce any right under this Indenture, except
in the manner herein provided and for the equal, ratable and common benefit of
all holders of Notes. For the protection and enforcement of the provisions of
this Section 5.6, each and every Noteholder shall be entitled to such relief as
can be given either at law or in equity.

                  If the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee 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 Balance, if any, of and
interest on such Note on or after the respective due dates thereof expressed in
such Note or in this Indenture (or, in the case of redemption, on or after the
Redemption Date) and to institute suit for the enforcement of any such payment
on or after the date such payment is payable, and such right shall not be
impaired without the consent of such Holder; provided that the right to
institute such a suit shall be denied if and to the extent that the institution
or prosecution thereof or the entry of judgment therein would, under applicable
law, result in the surrender, impairment, waiver or loss of the Lien of this
Indenture upon any property subject to such Lien.

                  SECTION 5.8 Restoration of Rights and Remedies. If the
Indenture 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 Indenture
Trustee or to such Noteholder, then and in every such case the Issuer, the
Indenture 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 Indenture
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 Indenture 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


                                     - 28 -
<PAGE>
                                                                     EXHIBIT 4.6


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 Indenture Trustee of 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 Indenture Trustee or to the Noteholders may be exercised from
time to time, and as often as may be deemed expedient, by the Indenture 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, subject to provisions being made
for indemnification against costs, expenses and liabilities in a form
satisfactory to the Indenture Trustee, have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee; provided, however, 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 Indenture 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 Indenture Trustee elects to retain the Trust Estate
         pursuant to Section 5.5, then any direction to the Indenture 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 Indenture Trustee may take any other action deemed
         proper by the Indenture Trustee that is not inconsistent with such
         direction;

provided, however, that, subject to Section 6.1, the Indenture Trustee need not
take any action that it determines might cause it to incur any liability or
might materially adversely affect the rights of any Noteholders not consenting
to such action. The Indenture Trustee shall obtain instructions from the
Noteholders in connection with any vote, consent or waiver in relation to which
it is entitled to vote in respect of any asset forming part of the Trust Estate.
The Indenture Trustee shall direct any action or cast any vote as the holder of
such asset in proportion to the aggregate outstanding Principal Balance of Notes
held by Noteholders that take the corresponding position.

                  SECTION 5.12 Waiver of Past Defaults.

                  (a) Prior to the declaration of the acceleration of the
maturity of the Notes as provided in Section 5.2, the Holders 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 (i) in the payment of
principal of or interest on any of the Notes or (ii) 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 Indenture
Trustee and the Noteholders shall be restored to their former positions and
rights hereunder, respectively; but no such waiver shall extend to any
subsequent or other Default or impair any right consequent thereto.

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


                                     - 29 -
<PAGE>
                                                                     EXHIBIT 4.6


been cured and not 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 proceeding for the enforcement of any right or remedy under this Indenture,
or in any Proceeding against the Indenture Trustee for any action taken,
suffered or omitted by it as Indenture Trustee, the filing by any party litigant
in such Proceeding of an undertaking to pay the costs of such proceeding and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such Proceeding,
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 5.13 shall not apply to:

                  (a) any Proceeding instituted by the Indenture Trustee;

                  (b) any Proceeding 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 Proceeding instituted by any Noteholder for the
enforcement or 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 shall 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. 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
shall not hinder, delay or impede the execution of any power herein granted to
the Indenture Trustee, but shall suffer and permit the execution of every such
power as though no such law had been enacted.

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

                  SECTION 5.16 Performance and Enforcement of Certain Collateral
Obligations.

                  (a) Promptly following a request from the Indenture Trustee to
do so, the Issuer agrees to take all such lawful action as the Indenture Trustee
may request to compel or secure the performance and observance by the Depositor
and the obligors on the Collateral Obligations of its and their obligations,
respectively, to the Issuer under or in connection with the Trust Agreement, in
accordance with the terms thereof, and to exercise any and all rights, remedies,
powers and privileges lawfully available to the Issuer under or in connection
with the Trust Agreement to the extent and in the manner directed by the
Indenture Trustee, including the transmission of notices of default on the part
of the Depositor and the obligors on the Collateral Obligations thereunder and
the institution of legal or administrative actions or proceedings to compel or
secure performance by the Depositor and the obligors on the Collateral
Obligations on its or their obligations, respectively, under the Trust
Agreement.


                                     - 30 -
<PAGE>
                                                                     EXHIBIT 4.6


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

                                   ARTICLE VI
                              THE INDENTURE TRUSTEE

                  SECTION 6.1 Duties of Indenture Trustee.

                  (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture, and shall 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 Indenture Trustee shall not be liable except for the
         performance of such duties and only such duties as are specifically set
         forth in this Indenture and no implied covenants or obligations shall
         be read into this Indenture against the Indenture Trustee, and

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

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

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

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

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action it takes or omits to take in good faith in accordance
         with a direction received by it pursuant to Section 5.11 or Section
         6.16.

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

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


                                     - 31 -
<PAGE>
                                                                     EXHIBIT 4.6


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

                  (f) Every provision of this Indenture relating to the
Indenture Trustee shall be subject to the provisions of this Section 6.1 and to
the provisions of the TIA.

                  (g) Notwithstanding anything to the contrary contained herein
or in the Series Trust Indenture, the Indenture Trustee shall not be an
Affiliate of the Owner Trustee.

                  SECTION 6.2 Rights of Indenture Trustee.

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

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

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

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

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

                  SECTION 6.3 Indenture Trustee May Own Notes. The Indenture
Trustee in its individual or any other capacity may become the owner or pledgee
of Notes and may otherwise deal with the Issuer or any of its respective
Affiliates with the same rights it would have if it were not Indenture Trustee;
provided, however, that the Indenture Trustee shall comply with Sections 6.10
and 6.11. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights.

                  SECTION 6.4 Indenture Trustee's Disclaimer. The Indenture
Trustee shall not be responsible for and makes no representations 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
Indenture Trustee's certificate or authentication.

                  SECTION 6.5 Notice of Defaults. If a Default occurs and is
continuing and if it is known to a Responsible Officer of the Indenture Trustee,
the Indenture Trustee shall mail to the Rating Agency and each Noteholder notice
of the Default, as required by TIA Section 313(c), within 90 days after such
Default occurs. Except in the case of a Default in payment of principal of or
interest on any


                                     - 32 -
<PAGE>
                                                                     EXHIBIT 4.6


Note (including payments pursuant to the mandatory redemption provisions of such
Note), the Indenture Trustee may withhold the notice to Noteholders 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 Indenture Trustee.

                  (a) The Indenture Trustee shall deliver to each Noteholder the
information and documents set forth in Article VII, and, in addition, all such
information with respect to the Notes as may be required to enable such Holder
to prepare its federal and state income tax returns.

                  (b) On each Distribution Date, the Indenture Trustee shall
prepare a report setting forth the following information with respect to the
Interest Accrual Period ending on such Distribution Date: (i) the amount of
moneys credited to the Collection Account; (ii) the amount of moneys paid to the
Noteholders, Certificateholders, the counterparty to any Swap Agreement, the
other parties to any Related Agreement or the other parties to any Credit
Enhancement Agreement, and any other related information that may be relevant to
the Noteholders or specified in the Series Trust Indenture; and (v) the amount
of moneys distributed to the Certificateholders and any other related
information that may be relevant to the Noteholders or specified in the Series
Trust Indenture. Copies of this report shall be delivered to the Owner Trustee
and to the Depositor.

                  SECTION 6.7 Compensation; Indemnity.

                  (a) The Indenture Trustee shall receive as compensation for
its services hereunder such fees as have been separately agreed upon before the
date hereof between the Depositor and the Indenture Trustee and the Indenture
Trustee hereby acknowledges that such fees have been paid. The Indenture
Trustee's compensation shall not be limited by any law on compensation of a
trustee of an express trust. The Issuer shall reimburse or cause to be
reimbursed the Indenture Trustee for all reasonable out-of-pocket expenses
incurred or made by it, including costs of collection. In addition to the
compensation for its services, such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify the
Indenture Trustee against any and all loss, liability or expense (including
attorney's fees) incurred by it in connection with the administration of this
trust and the performance of its duties hereunder. The Indenture Trustee shall
notify the Issuer promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of
its obligations hereunder. The Issuer shall defend the claim and the Indenture
Trustee may have separate counsel and the Issuer shall pay the fees and expenses
of such counsel. The Issuer need not reimburse any expense or indemnity against
any loss, liability or expense incurred by the Indenture Trustee through the
Indenture Trustee's own willful misconduct, negligence or bad faith.

                  (b) The Issuer's payment obligations to the Indenture Trustee
pursuant to this Section 6.7 shall survive the discharge of this Indenture. When
the Indenture Trustee incurs expenses after the occurrence of a Default
specified in Section 5.1(e) or (f) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under Title 11 of the United
States Code or any other applicable federal or state bankruptcy, insolvency or
similar law.

                  (c) The Issuer's payment obligations to the Indenture Trustee
pursuant to this Section 6.7 shall be satisfied to the extent that funds are
available to make such payments after all amounts payable to Noteholders and
Certificateholders pursuant to this Indenture and the Trust Agreement shall have
been paid, unless otherwise specified in the Series Trust Indenture, and there
shall be no recourse to the Issuer for all or any part of any amounts payable
pursuant to this Section 6.7 if such funds are at any time insufficient to make
all or part of any such payments.


                                     - 33 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 6.8 Replacement of Indenture Trustee.

                  (a) The Indenture 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 Indenture Trustee by so notifying the Indenture Trustee and
may appoint a successor Indenture Trustee. Such resignation or removal shall
become effective in accordance with Section 6.8(c). The Issuer shall remove the
Indenture Trustee if:

                           (1) the Indenture Trustee fails to comply with
                  Section 6.11;

                           (2) the Indenture Trustee is adjudged a bankrupt or
                  insolvent;

                           (3) the Indenture Trustee is or becomes an Affiliate
                  of the Owner Trustee;

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

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

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

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

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

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

                  (f) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section 6.8, the Issuer's and the Depositor's obligations under
Section 6.7 shall continue for the benefit of the retiring Indenture Trustee.

                  SECTION 6.9 Merger or Consolidation of Indenture Trustee.

                  (a) Any corporation into which the Indenture Trustee may be
merged or with which it may be consolidated, or any corporation resulting from
any merger or consolidation to which the Indenture Trustee shall be a party, or
any corporation succeeding to the corporate trust business or the Indenture
Trustee, shall be the successor of the Indenture Trustee under this Indenture;
provided, however, that such corporation shall be eligible under the provisions
of Section 6.11, without the


                                     - 34 -
<PAGE>
                                                                     EXHIBIT 4.6


execution or filing of any instrument or any further act on the part of any of
the parties to this Indenture, anything in this Indenture to the contrary
notwithstanding.

                  (b) If at any time such successor or successors by merger or
consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor trustee, and deliver such Notes so
authenticated; and in case at that time any of the Notes shall not have been
authenticated, any successor to the Indenture Trustee may authenticate such
Notes either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee. In all such cases such certificate of
authentication shall have the same full force as is provided anywhere in the
Notes or herein with respect to the certificate of authentication of the
Indenture Trustee.

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

                  (a) Notwithstanding any other provision of this Indenture, at
any time, for the purpose of meeting any legal requirement of any jurisdiction
in which any part of the Issuer may at the time be located, the Indenture
Trustee shall have the power and may execute and deliver all instruments to
appoint one or more Persons to act as co-trustee, jointly with the Indenture
Trustee, or as separate trustee or trustees, of all or any part of the Issuer,
and to vest in such Person or Persons in such capacity and for the benefit of
the Noteholders, such title to the Trust Estate, or any part thereof, and,
subject to the other provisions of this Section 6.10, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under Section 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under Section 6.8.

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

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

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

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

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


                                     - 35 -
<PAGE>
                                                                     EXHIBIT 4.6


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

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

                  SECTION 6.11 Eligibility; Disqualification. The Indenture
Trustee shall at all times satisfy the requirements of TIA Section 310(a). The
Indenture Trustee shall at all times be a bank, trust company or corporation
which (i) is organized and doing business under the laws of any State or the
United States; (ii) is authorized under such laws to exercise corporate trust
powers; (iii) has a combined capital and surplus of at least $50,000,000; (iv)
is subject to supervision or examination by federal or state authority; (v) has
(or has a parent which has) a long-term unsecured debt rating of at least BBB-
by Standard & Poor's and at least Baa3 by Moody's Investors Service, Inc (or
such other rating as may be specified in the Series Trust Indenture) or the
equivalent rating thereof by the Rating Agency. If such corporation shall
publish reports of condition at least annually, pursuant to law or to the
requirements of the aforesaid supervising or examining authority, then for the
purpose of this Section 6.11, the combined capital and surplus of such
corporation shall be deemed to be its combined capital and surplus as set forth
in its most recent report of condition so published. If at any time the Trustee
shall cease to be eligible in accordance with the provisions of this Section
6.11, the Trustee shall resign immediately in the manner and with the effect
specified in Section 6.8. The Indenture Trustee shall comply with TIA Section
310(b); provided, however, that there shall be excluded from the operation of
TIA Section 310(b)(1) any indenture or indentures under which other securities
of the Issuer are outstanding if the requirements for such exclusion set forth
in TIA Section 310(b)(1) are met.

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

                  SECTION 6.13 Representations and Warranties of Indenture
Trustee. The Indenture Trustee represents and warrants as of the Closing Date
that:

                  (a) the Indenture Trustee is an entity of the type set forth
in the Series Trust Indenture and is duly organized, validly existing and in
good standing under the laws of the State of its organization, as set forth in
the Series Trust Indenture;

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

                  (c) the execution, delivery and performance by the Indenture
Trustee of this Indenture (i) does not violate any provision of any law or
regulation governing the banking and trust powers of the Indenture Trustee or
any order, writ, judgment or decree of any court, arbitrator, or governmental
authority applicable to the Indenture Trustee or any of its assets, (ii) does
not violate any provision of the corporate charter or by-laws of the Indenture
Trustee, or (iii) does not violate any


                                     - 36 -
<PAGE>
                                                                     EXHIBIT 4.6


provision of, or constitute, with or without notice or lapse of time, a default
under, or result in the creation or imposition of any Lien on any properties
included in the Issuer pursuant to the provisions of any mortgage, indenture,
contract, agreement or other undertaking to which it is a party, which
violation, default or Lien could reasonably be expected to have a materially
adverse effect on the Indenture Trustee's performance or ability to perform its
duties under this Indenture or on the transactions contemplated in this
Indenture;

                  (d) the execution, delivery and performance by the Indenture
Trustee of this Indenture does not require the authorization, consent or
approval of, the giving of notice to, the filing or registration with, or the
taking of any other action in respect of, any governmental authority or agency
regulating the banking and corporate trust activities of the Indenture Trustee;
and

                  (e) this Indenture has been duly executed and delivered by the
Indenture Trustee and constitutes the legal, valid and binding agreement of the
Indenture Trustee, enforceable in accordance with its terms.

                  SECTION 6.14 Indenture Trustee May Enforce Claims Without
Possession of Notes. All rights of action and claims under this Indenture or the
Notes may be prosecuted and enforced by the Indenture Trustee without the
possession of any of the Notes or the production thereof in any proceeding
relating thereto, and any such proceeding instituted by the Indenture Trustee
shall be brought in its own name as Indenture Trustee. Any recovery of judgment
shall, after provision for the payment of the reasonable compensation, expenses,
disbursements and advances of the Indenture Trustee, its agents and counsel, be
for the ratable benefit of the Noteholders in respect of which such judgment has
been obtained.

                  SECTION 6.15 Suit for Enforcement. If an Event of Default
shall occur and be continuing, the Indenture Trustee in its discretion may,
subject to the provisions of Section 6.1, proceed to protect and enforce its
rights and the rights of the Noteholders under this Indenture by Proceeding
whether for the specific performance of any covenant or agreement contained in
this Indenture or in aid of the execution of any power granted in this Indenture
or for the enforcement of any other legal, equitable or other remedy as the
Indenture Trustee, being advised by counsel, shall deem most effective to
protect and enforce any of the rights of the Indenture Trustee or the
Noteholders.

                  SECTION 6.16 Rights of Noteholders to Direct Indenture
Trustee. Holders of Notes evidencing not less than a majority of the Outstanding
Amount of the Notes shall have the right to direct the time, method and place of
conducting any Proceeding for any remedy available to the Indenture Trustee or
exercising any trust or power conferred on the Indenture Trustee; provided,
however, that subject to Section 6.1, the Indenture Trustee shall have the right
to decline to follow any such direction if the Indenture Trustee being advised
by counsel determines that the action so directed may not lawfully be taken, or
if the Indenture Trustee in good faith shall, by a Responsible Officer,
determine that the proceedings so directed would be illegal or subject it to
personal liability or be unduly prejudicial to the rights of Noteholders not
parties to such direction; and provided, further, that nothing in this Indenture
shall impair the right of the Indenture Trustee to take any action deemed proper
by the Indenture Trustee and which is not inconsistent with such direction by
the Noteholders.

                                   ARTICLE VII
                         NOTEHOLDERS' LISTS AND REPORTS

                  SECTION 7.1 Issuer to Furnish Indenture Trustee Names and
Addresses of Noteholders. Unless otherwise furnished to the Indenture Trustee
pursuant to the Trust Agreement, the Issuer shall furnish or cause to be
furnished to the Indenture Trustee (a) not more than 5 days before each
Distribution


                                     - 37 -
<PAGE>
                                                                     EXHIBIT 4.6


Date, and at such times as the Indenture Trustee may request in writing, a list,
in such form as the Indenture Trustee may reasonably require, to the extent such
information is in the possession or control of the Owner Trustee or any of its
agents, of the names and addresses of the Noteholders as of the most recent
Record Date, provided, however, that so long as the Indenture Trustee is the
Note Registrar, no such list shall be required to be furnished. If the Indenture
Trustee is the Note Registrar, upon written request by the Owner Trustee, the
Indenture Trustee shall furnish or cause to be furnished to the Owner Trustee,
within 15 days after receipt of such request, a list, in such form as the Owner
Trustee may reasonably require, of the names and addresses of the Noteholders as
of the most recent Record Date. Each Noteholder, by receiving and holding a
Note, shall be deemed to have agreed not to hold any of the Issuer, the Owner
Trustee or the Indenture Trustee accountable by reason of the disclosure of its
name and address, regardless of the source from which such information was
derived.

                  SECTION 7.2 Preservation of Information, Communications to
Noteholders.

                  (a) The Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of the Noteholders
contained in the most recent list furnished to the Indenture Trustee as provided
in Section 7.1 and the names and addresses of Noteholders received by the
Indenture Trustee in its capacity as Note Registrar. The Indenture Trustee may
destroy any list furnished to it as provided in such Section 7.1 upon receipt of
a new list so furnished.

                  (b) Noteholders may communicate pursuant to TIA Section 312(b)
with other Noteholders with respect to their rights under this Indenture or
under the Notes, and the Indenture Trustee shall take such action, from time to
time, as may be required by the provisions of TIA Section 312(b).

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

                           SECTION 7.3 Reports by Issuer.

                  (a)      The Issuer shall:

                  (i) unless filed on its behalf with the Commission by the
         Depositor pursuant to the Trust Agreement, prepare and file with the
         Commission in accordance with rules and regulation prescribed by the
         Commission, and in any event file with the Indenture Trustee, within 15
         days after the Issuer is required to file the same with the Commission,
         copies of the annual reports and of the information, documents and
         other reports (or copies of such portions of any of the foregoing as
         the Commission may from time to time by rules and regulations
         prescribe), if any, which the Issuer may be required to file with the
         Commission pursuant to Section 13 or 15(d) of the Exchange Act;

                  (ii) unless filed on its behalf by the Depositor with the
         Commission pursuant to the Trust Agreement, prepare and file with the
         Commission in accordance with rules and regulation prescribed by the
         Commission, and in any event file with the Indenture Trustee, such
         additional information, documents and reports with respect to
         compliance by the Issuer with the conditions and covenants of this
         Indenture as may be required by the Commission from time to time by
         such rules and regulations (including, without limitation, TIA Section
         314(a)); and

                  (iii) supply to the Indenture Trustee (and the Indenture
         Trustee shall transmit by mail to all Noteholders described in TIA
         Section 313(c), in the manner and to the extent provide therein) such
         summaries of any information, documents and reports required to be
         filed by the


                                     - 38 -
<PAGE>
                                                                     EXHIBIT 4.6


         Issuer pursuant to clauses (i) and (ii) of this Section 7.3(a) as may
         be required by rules and regulations prescribed from time to time by
         the Commission.

                  (b) Unless the Issuer otherwise determines, the fiscal year of
the Issuer shall end, each year, on the date specified in the Series Trust
Indenture.

                  SECTION 7.4 Reports by Indenture Trustee. If required by TIA
Section 313(a), within 60 days after December 31 of each year, the Indenture
Trustee shall mail to (i) each Noteholder as required by TIA Section 313(c),
(ii) the Owner Trustee and (iii) the Depositor, a brief report dated as of such
date that complies with TIA Section 313(a). The Indenture Trustee also shall
comply with TIA Section 313(b). A copy of any report delivered pursuant to this
Section 7.4 shall, at the time of its mailing to Noteholders, the Owner Trustee
and the Depositor, be filed by the Indenture Trustee with the Commission and
each stock exchange, if any, on which the Notes are listed. The Issuer shall
notify the Indenture Trustee if and when the Notes are listed on any stock
exchange. Within 60 days after on or before December 31 of each year, the
Indenture Trustee shall deliver to the Issuer an annual statement signed by two
officers of the Indenture Trustee to the effect that the Indenture Trustee has
fulfilled its obligations under the Indenture throughout the preceding year with
respect to the Notes.

                                  ARTICLE VIII
                      ACCOUNTS, DISBURSEMENTS AND RELEASES

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

                  SECTION 8.2 Designated Accounts. On or prior to the Closing
Date, the Issuer shall cause the following accounts to be established and
maintained, in the name of the Indenture Trustee, for the benefit of the
Noteholders and the Certificateholders:

                  (a) a Collateral Account;

                  (b) a Collection Account; and

                  (c) such other accounts as may be specified in the Series
Trust Indenture or as may be determined by the Indenture Trustee as appropriate
for the protection of any of the beneficiaries hereof.

                  Each of the Designated Accounts shall be a segregated account
with the corporate trust department of the Indenture Trustee which is identified
and held separate and apart from the general assets of the Indenture Trustee,
and which contains only property held by the Indenture Trustee as fiduciary, of
a trust company or corporation with trust powers organized under the laws of the
United States of America or any one of the states thereof or the District of
Columbia (or any domestic branch of a foreign bank), having corporate trust
powers and acting as trustee for funds deposited in such account, so long as any
of the securities of such depository institution shall have a credit rating from
each Rating


                                     - 39 -
<PAGE>
                                                                     EXHIBIT 4.6


Agency in one of its generic rating categories which signifies investment grade
(or such higher rating as may be specified in the Series Trust Indenture).

                  SECTION 8.3 The Collateral Account. The Indenture Trustee
shall credit to the Collateral Account all of the Collateral Obligations and all
its rights under the Collateral Obligations.

                  SECTION 8.4 Application of Funds. The Indenture Trustee shall
credit to the Collection Account all moneys received in respect of, and all
proceeds of, the Collateral Obligations. On the next succeeding Distribution
Date, the Indenture Trustee shall apply moneys held in the Collection Account in
the following order of priority:

                  (a) On each Obligations Payment Date, the Indenture Trustee,
on behalf of the Owner Trustee, shall (i) withdraw from the Collection Account
such amounts as are necessary to satisfy the expenses and fees of the Indenture
Trustee and the Owner Trustee as provided herein, and the other expenses of the
Issuer, to the extent not paid by the Depositor pursuant to Section 7.10 of the
Trust Agreement, (ii) withdraw from the Collection Account and, if appointed as
the Paying Agent under the Trust Agreement, remit first to the Swap
Counterparty, then to the counterparty to any Related Agreement, and then to the
counterparty to any Credit Enhancement Agreement (in accordance with any
priority of payment set forth in the Series Trust Indenture), any amounts due to
such Person from the Issuer on such date pursuant to the terms of the Swap
Agreement, the relevant Related Agreement or the relevant Credit Enhancement
Agreement (net of amounts due to the Issuer from such Person on such date), and
otherwise remit the aggregate of such amounts to the Owner Trustee, and (iii)
retain in the Collection Account any amounts due to the Issuer and received from
such Person on such date pursuant to the terms of the Swap Agreement, the
relevant Related Agreement or the relevant Credit Enhancement Agreement.

                  (b) On each Distribution Date and Redemption Date, the
Indenture Trustee shall, after paying any amounts due under the Swap Agreement,
any Related Agreement or any Credit Enhancement Agreement, as provided in
Section 8.4(a), (i) pay the Noteholders, in accordance with this Indenture, all
amounts due and payable to Noteholders on the respective Class of Notes, and
then (ii) if appointed as the Paying Agent under the Trust Agreement, on behalf
of the Owner Trustee, distribute from the Collection Account to the
Certificateholders, on a pro rata basis, all amounts then remaining on deposit
in the Collection Account, and otherwise remit the aggregate of such amounts to
the Owner Trustee provided that any payments which the Indenture Trustee has
received in respect of the Swap Agreement, any Related Agreement or any Credit
Enhancement Agreement by 3:00 p.m. (New York City time) on the Distribution Date
will be distributed on the Distribution Date, and any payments received after
3:00 p.m. on the Distribution Date will be distributed on the next Business Day,
and such delayed payments shall not include any additional interest.

                  (c) The Indenture Trustee shall be entitled to rely on a
certificate of the Trustee or the Calculation Agent, if applicable, for the
amount of any payments to be paid or received by the Issuer under the Swap
Agreement, any Related Agreement or Credit Enhancement Agreement or paid by the
Issuer on the Certificates, which the Trustee or the Calculation Agent, if
applicable, shall provide at least 2 Business Days prior to each Obligations
Payment Date, Distribution Date and Redemption Date, respectively.

                  (d) Notwithstanding the foregoing Sections 8.4(a) to (c), in
the event of an event described in Section 10.3(a) of this Indenture, funds
shall be applied by the Indenture Trustee in accordance with Sections 10.3 of
this Indenture Agreement and not this Section 8.4.


                                     - 40 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (f) The amount of any withholding tax imposed with respect to
a Noteholder pursuant to Section 3.3(c)(v) shall be treated as cash distributed
to such Noteholder at the time it is withheld by the Indenture Trustee and
remitted to the appropriate taxing authority. If there is a possibility that
withholding tax is payable with respect to a distribution (such as a
distribution to a Noteholder that is a non-U.S. Person), the Indenture Trustee
may in its sole discretion withhold such amounts in accordance with Section
3.3(c)(v). If a Noteholder wishes to apply for a refund of any such withholding
tax, the Indenture Trustee shall reasonably cooperate with such Noteholder in
making such claim so long as such Noteholder agrees to reimburse the Indenture
Trustee for any out-of-pocket expenses incurred. The Indenture Trustee shall not
be liable to any Person for withholding or failing to withhold any such
withholding tax.

                  (g) If the Indenture Trustee has received any amount from any
Person in respect of distributions of interest on the Collateral Obligations and
such Person is entitled to require and requires, that the Indenture Trustee
repay such amounts, the Indenture Trustee shall have the right to reimbursement
of any such amounts, from the Noteholders with respect to any such amounts
distributed to Noteholders and shall, to the extent provided for in favor of the
Issuer under the Swap Agreement, any Related Agreement or any Credit Enhancement
Agreement, seek reimbursement of any such amounts from the relevant party under
such agreement, including in each case any amounts payable to Noteholders or
Certificateholders pursuant to Section 10.3 below.

                  (h) Notwithstanding any other provisions in this Indenture,
the right of any Noteholder to receive payment of principal of and interest on a
Note on or after their due dates, and to institute suit for the enforcement of
any such payment on or after the date such payment is payable, shall not be
impaired without the consent of such Noteholder.

                  SECTION 8.5 Release of Trust Estate.

                  (a) Subject to the payment of its fees and expenses pursuant
to Section 6.7, the Indenture Trustee may and when required by the provisions of
this Indenture shall execute instruments to release property from the Lien of
this Indenture, or convey the Indenture Trustee's interest in the same, in a
manner and under circumstances that are consistent with the provisions of this
Indenture. No party relying upon an instrument executed by the Indenture Trustee
as provided in this Article VIII shall be bound to ascertain the Indenture
Trustee's authority, inquire into the satisfaction of any conditions precedent
or see to the application of any moneys.

                  (b) The Indenture Trustee shall at such time as there are no
Notes Outstanding and all sums due to the Indenture 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 Designated
Accounts. The Indenture Trustee shall release property from the Lien of this
Indenture pursuant to this Section 8.5(b) only upon receipt of an Issuer Request
accompanied by an Officer's Certificate, an Opinion of Counsel and (if required
by the TIA) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) meeting the applicable requirements of Section 11.1.

                                   ARTICLE IX
                             SUPPLEMENTAL INDENTURES

                  SECTION 9.1 Supplemental Indentures Without Consent of
Noteholders.

                  (a) Without the consent of the Noteholders but with prior
notice to the Rating Agency, the Issuer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from


                                     - 41 -
<PAGE>
                                                                     EXHIBIT 4.6


time to time, may enter into one or more indentures supplemental hereto (which
shall conform to the provisions of the TIA as in force at the date of the
execution thereof), in form satisfactory to the Indenture Trustee, for any of
the following purposes:

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

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

                  (iii) to add to the conditions, limitations and restrictions
         on terms of the Notes and to the covenants of the Issuer, for the
         benefit of the Noteholders, or to surrender any right or power herein
         conferred upon the Issuer;

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

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

                  (vi) to make any amendment necessary or desirable to maintain
         the federal income tax status of the issuer;

                  (vii) to evidence and provide for the acceptance of
         appointment by a successor trustee with respect to the Notes;

                  (viii) 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;

                  (ix) to amend the provisions of this Indenture relating to
         authentication and delivery of a series; or

                  (x) to modify, eliminate or add to the provisions of this
         Indenture to such extent as shall be necessary to effect the Indenture
         Trustee's qualification or 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, and the Indenture Trustee is hereby authorized to
         join in the execution of any such supplemental indenture and to make
         any further appropriate agreements and stipulations that may be therein
         contained.

                  (b) The Issuer (subject to the terms of the Trust Agreement)
and the Indenture Trustee, when authorized by an Issuer Order, may without the
consent of any of the Noteholders, but with prior notice to the Rating Agency,
at any time and from time to time, add any provisions to, or change in any
manner or eliminate any of the provisions of, this Indenture or modify in any
manner the rights of the Noteholders under this Indenture with respect to
matters or questions arising under this Indenture; provided, however, that such
action shall not, as evidenced by an Opinion of Counsel, adversely affect in any
material respect the interest of any Noteholder.


                                     - 42 -
<PAGE>
                                                                     EXHIBIT 4.6


                  SECTION 9.2 Supplemental Indenture With Consent of
Noteholders.

                  (a) The Issuer (subject to the terms of the Trust Agreement)
and the Indenture Trustee, when authorized by an Issuer Order, may with prior
notice to the Rating Agency and with the consent of the Holders of not less than
a majority of the Outstanding Amount of each class of Notes affected (by Act of
such Noteholders delivered to the Issuer and the Indenture Trustee), enter into
an indenture or indentures supplemental hereto for the purpose of adding any
provision to, or changing in any manner or eliminating any of the provision of,
this Indenture or of modifying in any manner the rights of the Noteholders 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 distribution of any installment of
         principal of or interest on any Note, or reduce the Principal Balance
         thereof, the interest applicable thereto 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, or 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 provision 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 date 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 Indenture Trustee to direct the Issuer to
         sell or liquidate the Trust Estate pursuant to Section 5.4 if the
         proceeds of such sale would be insufficient to pay the Principal
         Balance of and accrued but unpaid interest on the Outstanding Notes;

                  (v) reduce the percentage of the Outstanding Amount of the
         Notes required to amend the sections of this Indenture which specify
         the aggregate Principal Balance of the Notes necessary to amend this
         Indenture or the Basic Documents;

                  (vi) 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,
         terminate the Lien of this Indenture on any property at any time
         subject hereto or deprive any Noteholder of the security provided by
         the Lien of this Indenture; or

                  (vii) modify any of the provisions of this Indenture if the
         modification affects the calculation of the amount of any payment of
         interest or principal due and payable on any Note on any Distribution
         Date or affects the rights of the Noteholders of any Class to the
         benefit of any provisions for the mandatory redemption of Notes of that
         Class.

                  (b) The Indenture Trustee may in its discretion determine
whether or not any Notes would be affected (such that the consent of the Holder
of each would be required) by any supplemental


                                     - 43 -
<PAGE>
                                                                     EXHIBIT 4.6


indenture proposed pursuant to this Section 9.2, and any such determination
shall be conclusive upon all the Noteholders, whether authenticated and
delivered thereunder before or after the date upon which such supplemental
indenture becomes effective. The Indenture Trustee shall not be liable for any
such determination made in good faith.

                  (c) It shall be sufficient if an Act of Noteholders approves
the substance, but not the form, of any proposed supplemental indenture.

                  (d) Promptly after the execution by the Issuer and the
Indenture Trustee of any supplemental indenture pursuant to this Section 9.2,
the Indenture Trustee shall mail to the Rating Agency and the Noteholders to
which such amendment or supplemental indenture relates a notice setting forth in
general terms the substance of such supplemental indenture. Any failure of the
Indenture Trustee to mail such notice, or any defect therein, shall not,
however, in any way impair or affect the validity of any such supplemental
indenture.

                  SECTION 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 Indenture 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 Indenture Trustee may, but shall
not be obligated to, enter into any such supplemental indenture that affects the
Indenture Trustee's own rights, duties, liabilities or immunities under this
Indenture or otherwise.

                  SECTION 9.4 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 Indenture Trustee, the Issuer and the Noteholders shall
thereafter be determined, exercised and enforced hereunder, subject in all
respects to such modifications and amendments, and all the terms and conditions
of any such supplemental indenture shall be and be deemed to be part of the
terms and conditions of this Indenture for any and all purposes.

                  SECTION 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 TIA as then in
effect.

                  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 Indenture
Trustee shall, bear a notation in form approved by the Indenture Trustee as to
any matter provided for in such supplemental indenture. If the Issuer or the
Indenture Trustee shall so determine, new Notes so modified as to conform, in
the opinion of the Indenture Trustee and the Issuer, to any such supplemental
indenture may be prepared and executed by the Issuer and authenticated and
delivered by the Indenture Trustee in exchange for Outstanding Notes.

                                    ARTICLE X
                               REDEMPTION OF NOTES

                  SECTION 10.1 Redemption.

                  (a) If any or all of the Collateral Obligations of any issue
underlying redeemable Notes are redeemed in whole or in part on the First Call
Date, and upon actual receipt by the Indenture


                                     - 44 -
<PAGE>
                                                                     EXHIBIT 4.6


Trustee of notice of such redemption or upon publication to that effect in The
Bond Buyer, the Wall Street Journal or The New York Times, each of which the
Indenture Trustee shall review on a regular basis, the Indenture Trustee shall,
in accordance with the provisions of this Article X, redeem a Principal Balance
of Notes equal to the Principal Balance of the Collateral Obligations of such
issue then being redeemed. In the absence of the actual notice or publication
described in this Section 10.1, the Indenture Trustee shall be under no
obligation to effect the redemption required by this Section 10.1.

                  (b) In the event of such a redemption of Notes, the Indenture
Trustee shall deposit amounts received in respect of the underlying Collateral
Obligations in the Collection Account. Within 15 days of the receipt of funds in
the Collection Account, the Indenture Trustee shall redeem an aggregate
Principal Balance of Notes equal to the product of (x) the Outstanding Amount of
Notes and (y) a fraction the numerator of which is the aggregate Principal
Balance of the Collateral Obligations being redeemed by the issuer thereof and
the denominator of which is the aggregate Principal Balance of the Collateral
Obligations included in the Trust Estate.

                  (c) If the assets of the Issuer are sold pursuant to Section
8.2 of the Trust Agreement, all amounts on deposit in the Collection Account (or
such other account as may have been created by the Indenture Trustee for payment
of amounts to the Noteholders) previously allocated for payment to the
Noteholders shall be paid to the Noteholders. If amounts are to be paid to
Noteholders pursuant to this Section 10.1(c), the Issuer shall, or procure that
the Depositor shall, to the extent practicable, furnish notice of such event to
the Indenture 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 Notice of Redemption. Notice of redemption shall
be given by the Indenture Trustee to each Noteholder of any Note to b6+e
redeemed within 30 days after notice of redemption of the underlying Collateral
Obligations has been given by the issuer, trustee or paying agent of or for the
Collateral Obligations, as the case may be (but not less than 15 days prior to
the redemption date); provided, however, that the Indenture Trustee shall not be
required to give any notice of redemption less than 3 Business Days after the
date it receives notice of such redemption. All notices of redemption shall be
mailed to each Noteholder at such Noteholder's last address on the Note Register
and shall state the Redemption Date, the amount payable on such date, the place
at which Notes are to be surrendered for payment and that interest on amounts
redeemed will cease to accrue.

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

                  SECTION 10.3 Liquidation of Collateral Obligations Upon
Certain Events.

                  (a) In addition to any event that will result in a Redemption
Date occurring, upon the occurrence of a Trust Liquidation Event the Indenture
Trustee shall, upon receipt of notice thereof from the Owner Trustee, or upon
the Indenture Trustee obtaining actual knowledge of any occurrence of a Trust
Liquidation Event, promptly give notice of such occurrence to the Noteholders.

                  (b) Upon the occurrence of a Trust Liquidation Event, the
Indenture Trustee shall, subject to the rights of the Noteholders set forth
herein, cause the Trust Assets to be liquidated in the manner required by the
Owner Trustee. The proceeds of such liquidation shall be credited to the
Collection Account and the Indenture Trustee shall:

                           (i) on behalf of the Owner Trustee, (A) withdraw from
         the Collection Account such amounts as are necessary to satisfy the
         expenses of the Issuer, to the extent not paid


                                     - 45 -
<PAGE>
                                                                     EXHIBIT 4.6


         by the Depositor pursuant to Section 7.10 of the Trust Agreement, and
         (B) withdraw from the Collection Account and if appointed as the Paying
         Agent under the Trust Agreement, remit first to the Swap Counterparty,
         then to the counterparty to any Related Agreement, and then to the
         counterparty to any Credit Enhancement Agreement (in accordance to any
         priority of payments specified in the Series Trust Indenture), any
         amounts due to such Person from the Issuer on such date pursuant to the
         terms of the Swap Agreement, the relevant Related Agreement or the
         relevant Credit Enhancement Agreement (net of amounts due to the Issuer
         from such Person on such date), and otherwise remit the aggregate of
         such amounts to the Owner Trustee, and (iii) retain in the Collection
         Account any amounts due to the Issuer and received from such Person on
         such date pursuant to the terms of the Swap Agreement, the relevant
         Related Agreement or the relevant Credit Enhancement Agreement.

                           (ii) after paying any amounts due under the Swap
         Agreement, any Related Agreement or any Credit Enhancement Agreement as
         provided in Section 10.3(b)(i) above, (A) pay the Noteholders, in
         accordance with this Indenture, all amounts due in respect of the
         respective Class of Notes, and then (B) if appointed as the Paying
         Agent under the Trust Agreement, on behalf of the Owner Trustee
         distribute from the Collection Account to the Certificateholders, on a
         pro rata basis, all amounts then remaining on deposit in the Collection
         Account, and otherwise remit the aggregate of such amounts to the Owner
         Trustee.

                  (c) The proceeds and the timing of the sale of the Collateral
Obligations by the Indenture Trustee on behalf of the Owner Trustee shall be at
the risk of the Swap Counterparty, the counterparty to any Related Agreement or
any Credit Enhancement Agreements, the Owner Trustee, the Noteholders and the
Certificateholders and without recourse to the Indenture Trustee, who shall
execute such sales based on advice obtained pursuant to Section 10.3(d) below
and apply the proceeds of the sale as set forth in Section 10.3(b).

                  (d) For purposes of any determinations required by this
Section 10.3, including (i) the making of any Market Quotation determination or
Loss determination by the Indenture Trustee under the Swap Agreement and (ii)
advice on the pricing and timing of sales of the Collateral Obligations, the
Indenture Trustee shall be entitled to receive and conclusively rely on the
instructions of the Owner Trustee or any Calculation Agent and certifications
provided by an investment bank selected in good faith and in a reasonable manner
by the Indenture Trustee and will not be subject to any liability for such
reliance thereon.

                                   ARTICLE XI
                                  MISCELLANEOUS

                  SECTION 11.1 Compliance Certificates and Opinions, etc.

                  (a) Upon any application or request by the Issuer to the
Indenture Trustee to take any action under the provisions of this Indenture, the
Issuer shall furnish to the Indenture Trustee: (i) an Officer's Certificate
stating that all conditions precedent, if any, provided for in this Indenture
relating to the proposed action have been complied with, (ii) an Opinion of
Counsel stating that in his or her opinion such conditions precedent 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 11.1, 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 need be furnished.
Every certificate or opinion with respect to compliance with a condition or
covenant provided for in this Indenture shall include:


                                     - 46 -
<PAGE>
                                                                     EXHIBIT 4.6


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

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

                  (b) (i) Prior to the deposit with the Indenture Trustee of any
         Collateral Obligations or other property or securities 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 the
         obligation imposed in Section 11.1(a) or elsewhere in this Indenture,
         furnish to the Indenture 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 Obligations or other property or securities to be so
         deposited and as to the fair value to the Issuer of the Collateral
         Obligations or other property or securities to be so released, each in
         compliance with TIA Section 314(d).

                  (ii) Whenever the Issuer is required to furnish to the
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion described in clause (b)(i) above, the Issuer shall also deliver
         to the Indenture 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
         clause (i) above and this clause (b)(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) Whenever any property or securities are to be released
         from the Lien of this Indenture, the Issuer shall also furnish to the
         Indenture 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
         Indenture Trustee an Officer's Certificate certifying or stating the
         opinion of any signatory thereof as to the matters described in clause
         (b)(iii) above, the Issuer shall also furnish to the Indenture Trustee
         an Independent Certificate as to the same matters if the fair value of
         the property or securities and of all other property or securities
         released from the Lien of this Indenture since the commencement of the
         then current calendar year, as set forth in the certificates required
         by clause (b)(iii) above and this clause (b)(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.


                                     - 47 -
<PAGE>
                                                                     EXHIBIT 4.6


                  (v) Notwithstanding Section 2.10 or any other provision of
         this Section 11.1, the Issuer may make cash payments out of the
         Designated Accounts to the extent permitted or required by the Basic
         Documents.

                  SECTION 11.2 Form of Documents Delivered to Indenture Trustee.

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

                  (b) Any certificate or opinion of an Authorized Officer of the
Issuer or Authorized Signatory of the Owner Trustee 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 the certificate or opinion is based are erroneous. Any
such certificate of an Authorized Officer or Authorized Signatory 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
Depositor or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Depositor or the Issuer, unless such
counsel knows, or in the exercise of reasonable care should know, that such
certificate or opinion or representations with respect to such matters are
erroneous.

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

                  (d) Whenever in this Indenture, in connection with any
application or certificate or report to the Indenture Trustee, it is provided
that the Issuer shall deliver any document as a condition of the granting of
such application, or as evidence of the Issuer's compliance with any term
hereof, it is intended that the truth and accuracy at the time of the granting
of such application or at the effective date of such certificate or report (as
the case may be), of the facts and opinions stated in such document shall in
such case be conditions precedent to the right of the Issuer to have such
application granted or to the sufficiency of such certificate or report. The
foregoing shall not, however, be construed to affect the Indenture Trustee's
right to rely upon the truth and accuracy of any statement or opinion contained
in any such document as provided in Article 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 the Noteholders may be embodied in and evidenced by one or more instruments
of substantially similar tenor signed by such Noteholders in person or by agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.1) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section 11.3.


                                     - 48 -
<PAGE>
                                                                     EXHIBIT 4.6


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

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

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

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

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

                  (b) the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and either sent by
electronic facsimile transmission (with hard copy to follow via first class
mail) or mailed, by certified mail, return receipt requested to the Issuer and
the Owner Trustee, care of the Owner Trustee at its Corporate Trust Office, with
copies to the address or addresses set forth in the Series Trust Indenture, or
at any other address previously furnished in writing to the Indenture Trustee by
the Issuer.

The Issuer shall promptly transmit any notice received by it from the
Noteholders to the Indenture Trustee and the Indenture Trustee shall likewise
promptly transmit any notice received by it from the Noteholders to the Issuer.

                  (c) Notices required to be given to the Rating Agency by the
Issuer, the Indenture Trustee or the Owner Trustee shall be in writing,
personally delivered, sent by electronic facsimile transmission (with hard copy
to follow via first class mail) or mailed by certified mail, return receipt
requested to the address set forth in the Series Trust Indenture or at such
other address as shall be designated by written notice to the other parties.

                  SECTION 11.5 Notices to Noteholders; Waiver.

                  (a) Where this Indenture provides for notice to Noteholders of
any event, such notice shall be sufficiently given (unless otherwise herein
expressly provided) if it is in writing and mailed, first-class, postage prepaid
to each Noteholder affected by such event, at such Person's 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. If notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner herein provided shall conclusively be presumed to
have been duly given regardless of whether such notice is in fact actually
received.

                  (b) Where this Indenture provides for notice in any manner,
such notice may be waived in writing by any Person entitled to receive such
notice, either before or after the event, and such waiver shall be the
equivalent of such notice. Waivers of notice by Noteholders shall be filed with
the


                                     - 49 -
<PAGE>
                                                                     EXHIBIT 4.6


Indenture Trustee but such filing shall not be a condition precedent to the
validity of any action taken in reliance upon such a waiver.

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

                  (d) Where this Indenture provides for notice to the Rating
Agency, failure to give such notice shall not affect any other rights or
obligations created hereunder, and shall not under any circumstances constitute
an 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 Noteholder providing
for a method of payment, or notice by the Indenture Trustee or any Paying Agent
to such Noteholder, that is different from the methods provided for in this
Indenture for such payments or notices. The Issuer shall furnish to the
Indenture Trustee a copy of each such agreement and the Indenture Trustee shall
cause payments to be made and notices to be given in accordance with such
agreements.

                  SECTION 11.7 Conflict with Trust Indenture Act.

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

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

                  SECTION 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.

                  (a) All covenants and agreements in this Indenture and the
Notes by the Issuer shall bind its successors and assigns, whether so expressed
or not.

                  (b) All covenants and agreements of the Indenture Trustee in
this Indenture shall bind its successors and assigns, whether so expressed or
not.

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

                  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


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                                                                     EXHIBIT 4.6


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

                  SECTION 11.13 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 (OTHER THAN SECTION 5-1401 OF THE GENERAL OBLIGATIONS
LAW), 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 Indenture Trustee or any other counsel
reasonably acceptable to the Indenture Trustee) to the effect that such
recording is necessary either for the protection of the Noteholders or any other
Person secured hereunder or for the enforcement of any right or remedy granted
to the Indenture Trustee under this Indenture.

                  SECTION 11.16 No Recourse. No recourse may be taken, directly
or indirectly, with respect to the obligations of the Issuer, the Owner Trustee
or the Indenture Trustee on the Notes or under this Indenture or any certificate
or other writing delivered in connection herewith or therewith, against:

                  (i) the Indenture Trustee or the Owner Trustee in its
         individual capacity;

                  (ii) any owner of a beneficial interest in the Issuer; or

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

                  SECTION 11.17 No Petition. The Indenture Trustee, by entering
into this Indenture, and each Noteholder, by accepting a Note issued hereunder,
hereby covenant and agree that they shall not, prior to the date which is one
year and one day after the termination of this Indenture with respect to the
Notes pursuant to Section 4.1, acquiesce, petition or otherwise invoke or cause
the Depositor or the Issuer to invoke the process of any court or government
authority for the purpose of commencing or sustaining a


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<PAGE>
                                                                     EXHIBIT 4.6


case against the Depositor or the Issuer under any federal or state bankruptcy,
insolvency or similar law or appointing a receiver, liquidator, assignee,
trustee, custodian, sequestrator or other similar official of the Depositor or
the Issuer or any substantial part of its property, or ordering the winding up
or liquidation of the affairs of the Depositor or the Issuer.


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