<PAGE>

                                                                    EXHIBIT 10.9

                                                                  EXECUTION COPY


                                MASTER INDENTURE


                          Dated as of December 28, 2000



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                                   COMPUCREDIT
                    CREDIT CARD MASTER NOTE BUSINESS TRUST II


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                                      among


             COMPUCREDIT CREDIT CARD MASTER NOTE BUSINESS TRUST II,
                                     Issuer,


                              THE BANK OF NEW YORK,
                               Indenture Trustee,


                                       and


                            COMPUCREDIT CORPORATION,
                                    Servicer




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<PAGE>

<TABLE>
<S>                  <C>                                                                           <C>
                                    ARTICLE I

                                   DEFINITIONS

Section 1.01.        Definitions....................................................................5

                                   ARTICLE II

                                    THE NOTES

Section 2.01.        Form Generally................................................................17

Section 2.02.        Denominations.................................................................17

Section 2.03.        Execution, Authentication and Delivery........................................17

Section 2.04.        Authenticating Agent..........................................................18

Section 2.05.        Registration of Transfer and Exchange of Notes................................19

Section 2.06.        Mutilated, Destroyed, Lost or Stolen Notes....................................20

Section 2.07.        Persons Deemed Owners.........................................................21

Section 2.08.        Appointment of Paying Agent...................................................22

Section 2.09.        Cancellation..................................................................22

Section 2.10.        New Issuances.................................................................22

Section 2.11.        Book-Entry Notes..............................................................24

Section 2.12.        Notices to Clearing Agency or Foreign Clearing Agency.........................24

Section 2.13.        Definitive Notes..............................................................25

Section 2.14.        Global Note...................................................................25

Section 2.15.        Meetings of Noteholders.......................................................26

Section 2.16.        Release of Collateral.........................................................26

                                   ARTICLE III

                     REPRESENTATIONS AND COVENANTS OF ISSUER

Section 3.01.        Payment of Principal and Interest.............................................26

Section 3.02.        Maintenance of Office or Agency...............................................26

Section 3.03.        Money for Note Payments to Be Held in Trust...................................27

Section 3.04.        Existence.....................................................................28

Section 3.05.        Protection of Trust...........................................................28

Section 3.06.        Opinions as to Trust Estate...................................................29

Section 3.07.        Performance of Obligations; Servicing of Payment Obligations..................30

Section 3.08.        Negative Covenants............................................................31

Section 3.09.        Statements as to Compliance...................................................31

Section 3.10.        Issuer May Consolidate, Etc., Only on Certain Terms...........................32

<PAGE>

<S>                  <C>                                                                           <C>

Section 3.11.        Successor Substituted.........................................................33

Section 3.12.        No Other Business.............................................................33

Section 3.13.        No Borrowing..................................................................34

Section 3.14.        Guarantees, Loans, Advances and Other Liabilities.............................34

Section 3.15.        Removal of Administrator......................................................34

Section 3.16.        Tax Treatment.................................................................34

Section 3.17.        Notice of Events of Default...................................................34

Section 3.18.        Further Instruments and Acts..................................................35

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

Section 4.01.        Satisfaction and Discharge of this Indenture..................................35

Section 4.02.        Application of Trust Money....................................................36

                                    ARTICLE V

                              DEFAULTS AND REMEDIES

Section 5.01.        Early Redemption Events.......................................................36

Section 5.02.        Events of Default.............................................................37

Section 5.03.        Acceleration of Maturity; Rescission and Annulment............................38

Section 5.04.        Collection of Indebtedness and Suits for Enforcement by Indenture Trustee.....39

Section 5.05.        Remedies; Priorities..........................................................41

Section 5.06.        Optional Preservation of the Trust Estate.....................................42

Section 5.07.        Indenture Trustee May Enforce Claims Without Possession of Notes..............43

Section 5.08.        Limitation on Suits...........................................................43

Section 5.09.        Unconditional Rights of Noteholders to Receive Principal and Interest.........44

Section 5.10.        Restoration of Rights and Remedies............................................44

Section 5.11.        Rights and Remedies Cumulative................................................44

Section 5.12.        Delay or Omission Not Waiver..................................................44

Section 5.13.        Control By Noteholders........................................................45

Section 5.14.        Waiver of Past Defaults.......................................................45

Section 5.15.        Undertaking for Costs.........................................................45

Section 5.16.        Waiver of Stay or Extension Laws..............................................46

Section 5.17.        Action on Notes...............................................................46

Section 5.18.        Sale of Receivables...........................................................46

<PAGE>

<S>                  <C>                                                                           <C>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

Section 6.01.        Duties of the Indenture Trustee...............................................47

Section 6.02.        Notice of Early Redemption Event, Reinvestment Event or Event of Default......49

Section 6.03.        Certain Matters Affecting the Indenture Trustee...............................50

Section 6.04.        Not Responsible for Recitals or Issuance of Notes.............................51

Section 6.05.        Indenture Trustee May Hold Notes..............................................51

Section 6.06.        Money Held in Trust...........................................................51

Section 6.07.        Compensation, Reimbursement and Indemnification...............................52

Section 6.08.        Replacement of Indenture Trustee..............................................52

Section 6.09.        Successor Indenture Trustee by Merger.........................................54

Section 6.10.        Appointment of Co-Indenture Trustee or Separate Indenture Trustee.............54

Section 6.11.        Eligibility; Disqualification.................................................56

Section 6.12.        Representations and Warranties of the Indenture Trustee.......................56

Section 6.13.        Preferential Collection of Claims Against Issuer..............................56

Section 6.14.        Tax Returns...................................................................56

Section 6.15.        Custody of the Trust Estate...................................................57

                                   ARTICLE VII

                          NOTEHOLDERS' LIST AND REPORTS

Section 7.01.        Issuer to Furnish Indenture Trustee Names and Addresses of Noteholders........57

Section 7.02.        Preservation of Information; Communications to Noteholders....................58

Section 7.03.        Reports by Issuer.............................................................58

Section 7.04.        Reports by Indenture Trustee..................................................58

                                  ARTICLE VIII

                    ALLOCATION AND APPLICATION OF COLLECTIONS

Section 8.01.        Collection of Money...........................................................59

Section 8.02.        Collection Account and Special Funding Account................................59

Section 8.03.        Rights of Noteholders.........................................................61

Section 8.04.        Allocation of Trust Estate to Series or Groups................................62

Section 8.05.        Release of Trust Estate.......................................................62

Section 8.06.        Opinion of Counsel............................................................63

<PAGE>

<S>                  <C>                                                                           <C>

Section 8.07.        Distributions and Reports to Noteholders......................................63

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

Section 9.01.        Supplemental Indentures Without Consent of Noteholders........................63

Section 9.02.        Supplemental Indentures with Consent of Noteholders...........................65

Section 9.03.        Execution of Supplemental Indentures..........................................66

Section 9.04.        Effect of Supplemental Indenture..............................................66

Section 9.05.        Conformity with Trust Indenture Act...........................................67

Section 9.06.        Reference in Notes to Supplemental Indentures.................................67

Section 9.07.        Indenture Supplements and Series Enhancers....................................67

                                    ARTICLE X

                                   TERMINATION

Section 10.01.       Termination of Issuer.........................................................67

Section 10.02.       Final Distribution............................................................67

Section 10.03.       Defeasance....................................................................68

                                   ARTICLE XI

                                  MISCELLANEOUS

Section 11.01.       Compliance Certificates and Opinions etc......................................70

Section 11.02.       Form of Documents Delivered to Indenture Trustee..............................71

Section 11.03.       Acts of Noteholders...........................................................72

Section 11.04.       Notices, Etc. to Indenture Trustee and Issuer.................................73

Section 11.05.       Notices to Noteholders; Waiver................................................73

Section 11.06.       Alternate Payment and Notice Provisions.......................................74

Section 11.07.       Conflict with Trust Indenture Act.............................................74

Section 11.08.       Effect of Headings and Table of Contents......................................74

Section 11.09.       Successors and Assigns........................................................74

Section 11.10.       Separability..................................................................74

Section 11.11.       Benefits of Indenture.........................................................74

Section 11.12.       Legal Holidays................................................................75

Section 11.13.       Governing Law.................................................................75

Section 11.14.       Counterparts..................................................................75

Section 11.15.       Recording of Indenture........................................................75

Section 11.16.       Trust Obligation..............................................................75

<PAGE>

<S>                  <C>                                                                           <C>

Section 11.17.       No Petition...................................................................76

Section 11.18.       Inspection....................................................................76

Section 11.19.       Limitation of Liability of Owner Trustee......................................76

Section 11.20.       Execution of the Transfer and Servicing Agreement by the Indenture Trustee....76

</TABLE>


<PAGE>


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

                 RECONCILIATION AND TIE BETWEEN TRUST INDENTURE
                      ACT OF 1939 AND INDENTURE PROVISIONS*

<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)......................................................               6.11
                (b).........................................................               6.08, 6.11
                (c).........................................................          Not Applicable
             311(a).........................................................               6.13
                (b).........................................................               6.13
                (c).........................................................          Not Applicable
             312(a).........................................................               7.01, 7.02(a)
                (b).........................................................               7.02(b)
                (c).........................................................               7.02(c)
             313(a).........................................................               7.04
                (b).........................................................               7.04
                (c).........................................................               7.03, 7.04
                (d).........................................................               7.04
             314(a).........................................................               3.09, 7.03(a)
                 (b)........................................................               3.06
                (c)(1)......................................................               2.10, 8.05(c), 11.01(a)
                (c)(2)......................................................               2.10, 8.05(c), 11.01(a)
                (c)(3)......................................................               2.10, 8.05(c), 11.01(a)
                (d)(1)......................................................               2.10, 8.05(c), 11.01(b)
                (d)(2)......................................................          Not Applicable
                (d)(3)......................................................          Not Applicable
                (e).........................................................              11.01(a)
             315(a).........................................................               6.01(b)
                (b).........................................................               6.02
                (c).........................................................               6.01(c)
                (d).........................................................               6.01(d)
                (d)(1)......................................................               6.01(d)
                (d)(2)......................................................               6.01(d)
                (d)(3)......................................................               6.01(d)
                (e).........................................................               5.15
             316(a)(1)(A)...................................................               5.13
             316(a)(1)(B)...................................................               5.14
             316(a)(2)......................................................          Not Applicable
             316(b).........................................................               5.09
             317(a)(1)......................................................               5.05
             317(a)(2)......................................................               5.05(d)
             317(b).........................................................               5.05(a)
             318(a).........................................................              11.07

</TABLE>

--------
*This reconciliation and tie shall not, for any purpose, be deemed to be part of
the within indenture.

<PAGE>




                  This MASTER INDENTURE, dated as of December 28, 2000 (herein,
 as amended, modified or supplemented from time to time as permitted hereby,
 called the "INDENTURE"), among COMPUCREDIT CREDIT CARD MASTER NOTE Business
 TRUST II, a business trust organized under the laws of the State of Nevada,
 COMPUCREDIT CORPORATION, a Georgia corporation, as servicer, and THE BANK OF
 NEW YORK, a New York banking corporation, as indenture trustee. This Indenture
 may be supplemented at any time and from time to time by an indenture
 supplement in accordance with SECTION 2.10 hereof (an "INDENTURE SUPPLEMENT,"
 and any Indenture Supplement together with this Indenture and amendments hereof
 and any supplemental indentures hereto collectively referred to as the
 "INDENTURE"). If a conflict exists between the terms and provisions of this
 Master Indenture and any Indenture Supplement, the terms and provisions of the
 Indenture Supplement shall be controlling with respect to the related Series.

                              PRELIMINARY STATEMENT

                  The Issuer has duly authorized the execution and delivery of
 this Indenture to provide for an issue of its asset backed notes to be issued
 in one or more Series (the "NOTES") as provided in this Indenture.

                  In connection with one or more Series of Notes issued under
 this Indenture, the Issuer may enter into agreements with other entities that
 will provide credit enhancement or other protection and benefits for the
 Holders of a Series of Notes or a Class of such Series of Notes and the Issuer
 will incur obligations under the terms of such agreement. The Issuer, through
 this Indenture, wishes to provide security for such obligations to the extent
 and as provided in the relevant Indenture Supplements. All covenants and
 agreements made by the Issuer herein are for the benefit and security of the
 Noteholders and, to the extent and as provided for in the relevant Indenture
 Supplements, the Series Enhancers.

                  The Issuer is entering into this Indenture, and the Indenture
 Trustee is accepting the trusts created hereby, for good and valuable
 consideration, the receipt and sufficiency of which are hereby acknowledged.
 All things necessary have been done to make the Notes, when executed by the
 Issuer and authenticated and delivered by the Indenture Trustee hereunder and
 duly issued by the Issuer, the valid obligations of the Issuer, and to make
 this Indenture a valid agreement of the Issuer, in accordance with their and
 its terms.

                  Simultaneously with the delivery of this Indenture the Issuer
 is entering into the Transfer and Servicing Agreement with CompuCredit Funding
 Corp. II, a Nevada corporation, as Transferor, CompuCredit Corporation, a
 Georgia corporation, as Servicer and The Bank of New York, as Indenture
 Trustee, pursuant to which (a) the Transferor will convey to the Issuer all of
 its right, title and interest in, to and under the Receivables and (b) the
 Servicer will agree to service the Receivables and make collections thereon on
 behalf of the Noteholders.

                                GRANTING CLAUSES

                  To secure the due and punctual payment by the Issuer of the
principal of (and premium, if any) and interest on the Notes, amounts due to
Series Enhancers under the Series Enhancements as provided in the Indenture
Supplements and all other amounts due and payable under this Indenture or any
Indenture Supplement or under any Series Enhancement


                                       2
<PAGE>

(collectively, the "SECURED OBLIGATIONS") when and as the same shall become due
and payable, whether on demand for payment or on a Payment Date, Expected
Principal Payment Date or a Redemption Date, at the Stated Maturity Date or by
declaration of acceleration, call for redemption or otherwise, according to the
terms of this Indenture, the respective Indenture Supplements and the Notes or
the Series Enhancements, the Issuer hereby Grants to the Indenture Trustee, for
the benefit and security of the Noteholders and, to the extent and as provided
for in the relevant Indenture Supplements, the Series Enhancers, all of the
Issuer's right, title and interest in, to and under the following:

    (i)   in the case of Receivables arising in the Initial Accounts (including
          Transferred Accounts and Related Accounts related to such Initial
          Accounts), the Receivables existing at the close of business on the
          Initial Cut-Off Date, and thereafter created from time to time in the
          Initial Accounts (including Transferred Accounts and Related Accounts
          included in such Initial Accounts) until the termination of the
          Issuer, and in the case of Receivables arising in Additional Accounts
          (including Transferred Accounts and Related Accounts related to such
          Additional Accounts), the Receivables existing at the close of
          business on the applicable Addition Cut-Off Date and thereafter
          created from time to time until the termination of the Issuer, all
          Interchange allocable to the Issuer as provided herein and in the
          Indenture Supplements and Recoveries, and all rights to payment and
          amounts due or to become due with respect to all of the foregoing;

    (ii)  the Special Reserve Account and all money, investment property,
          instruments and other property on deposit from time to time in,
          credited to or related to the Special Reserve Account, (together with
          all earnings, dividends, distributions, income, issues and profits
          relating thereto);

    (iii) all money, instruments, investment property and other property
          (together with all earnings, dividends, distributions, income, issues,
          and profits relating thereto) distributed or distributable in respect
          of the Receivables pursuant to the terms of the Transfer and Servicing
          Agreement, this Indenture and each Indenture Supplement;

    (iv)  all Eligible Investments and all money, investment property,
          instruments and other property on deposit from time to time in,
          credited to or related to the Collection Account, the Series Accounts
          and the Special Funding Account (including any subaccounts of such
          account), (together with all earnings, dividends, distributions,
          income, issues and profits relating thereto);

    (v)   any property conveyed to the Issuer pursuant to any Participation
          Interest Supplement;

    (vi)  all Series Enhancements;

    (vii) all rights, remedies, powers, privileges and claims of the Issuer
          under or with respect to the Transfer and Servicing Agreement and the
          Receivables Purchase Agreements (whether arising pursuant to the terms
          of the Transfer and Servicing Agreement and the Receivables Purchase
          Agreements or otherwise available to


                                       3
<PAGE>

          the Issuer at law or in equity), including, without limitation, the
          rights of the Issuer to enforce the Transfer and Servicing Agreement
          and the Receivables Purchase Agreements, and to give or withhold any
          and all consents, requests, notices, directions, approvals, extensions
          or waivers under or with respect to the Transfer and Servicing
          Agreement and the Receivables Purchase Agreements to the same extent
          as the Issuer could but for the assignment and security interest
          granted to the Indenture Trustee for the benefit of the Noteholders
          and, to the extent and as provided for in the relevant Indenture
          Supplements, the Series Enhancers; and

   (viii) all accounts, money, chattel paper, investment property,
          instruments, documents, deposit accounts, certificates of deposit,
          letters of credit, advices of credit, general intangibles and goods
          consisting of, arising from or relating to any of the foregoing.

Such property, together with 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, products, rents, receipts or
profits of the conversion, voluntary or involuntary, into cash or other
property, all cash and non-cash proceeds, and other property consisting of,
arising from or relating to all or any part of any of the foregoing or any
proceeds (including "proceeds" as defined in the UCC) thereof, but in each case
excluding the interest in the assets of the Issuer represented by the Trust
Certificate and the Transferor Certificates and the amounts distributable with
respect thereto, shall constitute the "TRUST ESTATE."

                  Such Grants are made in trust to secure the Notes equally and
ratably without prejudice, priority or distinction, except as expressly provided
in this Indenture and the Indenture Supplements, between any Note and any other
Notes, and to secure the other Secured Obligations; PROVIDED, that unless and to
the extent provided for in an Indenture Supplement for any Series, the security
interest granted above in the Series Accounts and Series Enhancement for a
particular Series shall be to secure the Notes for such Series only and, to the
extent provided in the Indenture Supplement for such Series, the Series
Enhancers.

                  The Indenture Trustee as Indenture Trustee on behalf of the
Noteholders acknowledges such Grants, accepts the trusts hereunder in accordance
with the provisions hereof and agrees to perform the duties herein required to
the end that the interests of the Noteholders may be adequately and effectively
protected.

                                LIMITED RECOURSE

                  The obligation of the Issuer to make payments of principal of
(and premium, if any) and interest on the Notes and to the Series Enhancers
under the Series Enhancements is limited by recourse only to the Trust Estate
and only to the extent proceeds and distributions on the Trust Estate are
allocated for their benefit under the terms of this Indenture, the Indenture
Supplements and the Series Enhancements.


                                       4
<PAGE>

                                   ARTICLE I

                                   DEFINITIONS

                  Section 1.01. DEFINITIONS.

                  Whenever used in this Indenture, the following words and
phrases shall have the following meanings, and the definitions of such terms are
applicable to the singular as well as the plural forms of such terms and to the
masculine as well as to the feminine and neuter genders of such terms.

                  "ACCUMULATION PERIOD" shall mean, with respect to any Series,
or any Class within a Series, a period following the Revolving Period or, as
defined with respect to such Series or Class in the related Indenture
Supplement, a Redemption Period, during which Collections of Principal
Receivables are accumulated in an account for the benefit of the Noteholders of
such Series or Class within such Series, which shall be the controlled
accumulation period, the principal accumulation period, the early accumulation
period, the optional accumulation period, the limited accumulation period or
other accumulation period, in each case as defined with respect to such Series
or Class in the related Indenture Supplement.

                 "ACT" or "ACT OF NOTEHOLDER" shall have the meaning specified
in SECTION 11.03(a).

                  "ADMINISTRATION AGREEMENT" shall mean the Administration
Agreement, dated as of October 20, 2000, among the Issuer, the Transferor and
the Administrator, as the same may be amended or otherwise modified from time to
time.

                  "ADMINISTRATOR" shall mean CompuCredit Corporation or any
successor administrator appointed pursuant to the Administration Agreement.

                  "AUTHORIZED OFFICER" shall mean:

                  (a) with respect to the Issuer, any officer of the Owner
         Trustee who is authorized to act for the Owner Trustee in matters
         relating to the Issuer and who is identified on the list of Authorized
         Officers, containing the specimen signature of each such Person,
         delivered by the Owner Trustee to the Indenture Trustee on the Initial
         Issuance Date (as such list may be modified or supplemented from time
         to time thereafter) and any officer of the Administrator who is
         authorized to act for the Administrator in matters relating to the
         Issuer and to be acted upon by the Administrator pursuant to the
         Administration Agreement and who is identified on the list of
         Authorized Officers (containing the specimen signatures of such
         officers) delivered by the Administrator to the Indenture Trustee on
         the Initial Issuance Date (as such list may be modified or supplemented
         from time to time thereafter);

                  (b) with respect to the Transferor, any officer of the
         Transferor who is authorized to act for the Transferor in matters
         relating to the Transferor and who is identified on the list of
         Authorized Officers, containing the specimen signature of each such
         Person, delivered by the Transferor to the Indenture Trustee on the
         Initial Issuance Date (as such list may be modified or supplemented
         from time to time thereafter); and


                                       5
<PAGE>

                  (c) with respect to the Servicer, any Servicing Officer.

                  "BEARER NOTES" shall have the meaning specified in SECTION
2.01.

                  "BOOK-ENTRY NOTES" shall mean beneficial interests in the
Notes, ownership and transfers of which shall be made through book entries by a
Clearing Agency or a Foreign Clearing Agency, as described in SECTION 2.11.

                  "CFC" shall mean CompuCredit Funding Corp. II, a Nevada
corporation, and its successors and permitted assigns.

                  "CLASS" shall mean, with respect to any Series, any one of the
classes or tranches of Notes of that Series. Notes of a single Class of a Series
will rank equally with respect to payment of principal, but may differ with
respect to interest rates, maturity or other terms.

                  "CLEARING AGENCY" shall mean an organization registered as a
"clearing agency" pursuant to Section 17A of the Exchange Act and serving as a
clearing agency for a Series or Class of Book-Entry Notes.

                  "CLEARING AGENCY PARTICIPANT" shall mean 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.

                  "CLEARSTREAM" shall mean Clearstream Banking, SOCIETE ANONYME,
a professional depository incorporated under the laws of Luxembourg, and its
successors.

                  "CLOSING DATE" shall mean, with respect to any Series, the
closing date specified in the related Indenture Supplement.

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

                  "COLLECTION ACCOUNT" shall have the meaning specified in
SECTION 8.02(a).

                  "COMPANION SERIES" shall mean (i) each Series which has been
paired with another Series (which Series may be pre-funded or partially
pre-funded), such that the reduction of the Allocation Amount of such Series
results in the increase of the Allocation Amount of such other Series, as
described in the related Indenture Supplements, and (ii) such other Series.

                  "CORPORATE TRUST OFFICE" shall mean the principal office of
the Indenture Trustee at which at any particular time its corporate trust
business shall be administered, which office at the date of the execution of the
Indenture is located at 101 Barclay Street, 12-E, New York, New York 10286, or
at such other address as the Indenture Trustee may designate from time to time
by notice to the Issuer and the Servicer.

                  "COUPON" shall have the meaning specified in SECTION 2.01.

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

                  "DEFEASANCE" shall have the meaning specified in SECTION
10.03(a).

                                       6
<PAGE>

                  "DEFEASED CLASS" shall have the meaning specified in SECTION
10.03(a).

                  "DEFEASED SERIES" shall have the meaning specified in SECTION
10.03(a).

                  "DEFINITIVE NOTES" shall mean, for any Class or Series, the
Notes issued in fully registered, certificated form issued to the beneficial
owners of such Class or Series or their nominee.

                  "DEPOSITARY" shall mean the Person specified in the applicable
Indenture Supplement, in its capacity as depositary for the respective accounts
of any Clearing Agency or any Foreign Clearing Agency.

                  "DEPOSITORY AGREEMENT" shall mean, if applicable with respect
to any Series or Class of Book-Entry Notes, the agreement among the Transferor,
the Indenture Trustee and the Clearing Agency or, if applicable, the Foreign
Clearing Agency.

                  "DISCOUNT NOTE" means a Note that provides for an amount less
than the stated principal amount thereof to be due and payable upon the
occurrence of an Early Redemption Event or other optional or mandatory
redemption or the occurrence of an Event of Default and the acceleration of such
Note, in each case before the Expected Principal Payment Date of such Note.

                  "DISTRIBUTION DATE" shall mean, with respect to any Series,
the date specified in the applicable Indenture Supplement.

                  "DOLLARS," "$" or "U.S. $" shall mean (a) United States
dollars or (b) denominated in United States dollars.

                  "EARLY REDEMPTION EVENT" shall mean, with respect to any
Series, any Early Redemption Event specified in the related Indenture Supplement
or any Early Redemption Event as described in SECTION 5.01.

                  "ELIGIBLE DEPOSIT ACCOUNT" shall mean either (a) a segregated
account with an Eligible Institution or (b) a segregated trust account with the
corporate trust department of a depository institution organized under the laws
of the United States or any one of the states thereof, including the District of
Columbia (or any domestic branch of a foreign bank), and acting as a trustee for
funds deposited in such account, so long as any of the unsecured, unguaranteed
senior debt securities of such depository institution shall have a credit rating
from each Rating Agency in one of its generic credit rating categories that
signifies investment grade.

                  "ELIGIBLE INSTITUTION" shall mean any depository institution
(which may be the Indenture Trustee and the Owner Trustee) organized under the
laws of the United States or any one of the states thereof, including the
District of Columbia (or any domestic branch of a foreign bank), which
depository institution at all times (a) is a member of the FDIC and (b) has (i)
a long-term unsecured debt rating not lower than BBB for Standard & Poor's
Ratings Services or Baa2 for Moody's Investors Service or (ii) a certificate of
deposit rating acceptable to the Rating Agencies. Notwithstanding the previous
sentence, any institution the appointment of which satisfies the Rating Agency
Condition shall be considered an Eligible Institution. If so qualified, the
Servicer may be considered an Eligible Institution for the purposes of this
definition.

                                       7
<PAGE>

                  "ELIGIBLE INVESTMENTS" shall mean instruments, investment
property or other property, or, in the case of deposits described below, deposit
accounts held in the name of the Indenture Trustee in trust for the benefit of
the Noteholders, other than securities issued by or obligations of CompuCredit
or any Affiliate thereof, subject to the exclusive custody and control of the
Indenture Trustee and for which the Indenture Trustee has sole signature
authority, which mature so that funds will be available no later than the close
of business on each Transfer Date following each Monthly Period and which
evidence:

          (a) direct obligations of, or obligations fully guaranteed as to
     timely payment by, the United States of America;

          (b) demand deposits, time deposits or certificates of deposit of
     depository institutions or trust companies incorporated under the laws of
     the United States of America or any state thereof, including the District
     of Columbia (or domestic branches of foreign banks) and subject to
     supervision and examination by federal or state banking or depository
     institution authorities; provided that at the time of the Issuer's
     investment or contractual commitment to invest therein, the short-term debt
     rating of such depository institution or trust company shall be at least
     A-1 by Standard & Poor's , P-1 by Moody's and F1+ by Fitch (if rated by
     Fitch);

          (c) commercial paper having, at the time of the Issuer's investment or
     contractual commitment to invest therein, a rating of at least A-1 by
     Standard & Poor's , P-1 by Moody's and F1+ by Fitch (if rated by Fitch);

          (d) demand deposits, time deposits and certificates of deposit which
     are fully insured by the FDIC having, at the time of the Issuer's
     investment therein, a rating of at least A-1 by Standard & Poor's , P-1 by
     Moody's and F1+ by Fitch (if rated by Fitch);

          (e) bankers' acceptances issued by any depository institution or trust
     company referred to in clause (b) above;

          (f) money market funds having, at the time of the Issuer's investment
     therein, a rating in the highest rating category of Standard & Poor's,
     Moody's and Fitch (if rated by Fitch) (including funds for which the
     Indenture Trustee or any of its Affiliates is investment manager or
     advisor);

          (g) time deposits other than as referred to in clause (d) above, with
     a Person the commercial paper of which has a credit rating satisfactory to
     the Rating Agencies; or

          (h) any other investment of a type or rating that satisfies the Rating
     Agency Condition.

                  "EUROCLEAR OPERATOR" shall mean Morgan Guaranty Trust Company
of New York, Brussels office, as operator of the Euroclear System, and its
successor and assigns in such capacity.

                  "EUROCLEAR PARTICIPANTS" shall mean the participants of the
Euroclear System, for which the Euroclear System holds securities.


                                       8
<PAGE>

                  "EVENT OF DEFAULT" shall have the meaning specified in
SECTION 5.02.

                  "EXCESS ALLOCATION SERIES" shall mean a Series that, pursuant
to the Indenture Supplement therefor, is entitled to receive certain excess
Collections of Finance Charge Receivables, as more specifically set forth in
such Indenture Supplement.

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

                  "EXPECTED PRINCIPAL PAYMENT DATE" shall mean for a Series or
Class of Notes, the date specified as such in the Indenture Supplement.

                  "FOREIGN CLEARING AGENCY" shall mean Clearstream and the
Euroclear Operator and their successors and assigns.

                  "FOREIGN CURRENCY" shall mean (a) a currency other than
Dollars, or (b) denominated in a currency other than Dollars.

                  "GLOBAL NOTE" shall have the meaning specified in SECTION
2.14.

                  "GRANT" shall mean to grant, bargain, sell, warrant, alienate,
remise, demise, release, convey, assign, transfer, mortgage, pledge, create and
grant a security interest in and right of set-off against, deposit, set over and
confirm. A Grant of the Eligible Investments, or of any other instrument, shall
include, all rights, powers and options (but none of the obligations) of the
granting party thereunder, including without limitation the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Eligible Investments, and all other
monies payable thereunder, to give and receive notices and other communications,
to make waivers or other agreements, to exercise all rights and options, to
bring any suit in equity, action at law or other judicial or administrative
proceeding in the name of the granting party or otherwise, and generally to do
and receive anything that the granting party may be entitled to do or receive
thereunder or with respect thereto.

                  "GROUP" shall mean, with respect to any Series, the group of
Series, if any, in which the related Indenture Supplement specifies such Series
to be included.

                  "INDENTURE" shall mean this Master Indenture, dated as of
December 28, 2000, among the Issuer, the Indenture Trustee and the Servicer, as
the same may be amended, supplemented or otherwise modified from time to time,
including, with respect to any Series or Class, the related Indenture
Supplement.

                  "INDENTURE SUPPLEMENT" shall mean, with respect to any Series,
a supplement to this Indenture, executed and delivered in connection with the
original issuance of the Notes of such Series under SECTION 2.10, including all
amendments thereof and supplements thereto.

                  "INDENTURE TRUSTEE" shall mean The Bank of New York in its
capacity as indenture trustee under the Indenture, its successors in interest
and any successor indenture trustee under this Indenture.

                  "INDEPENDENT" shall mean, when used with respect to any
specified Person, that the Person (a) is in fact independent of the Issuer, any
other obligor upon the Notes, the


                                       9
<PAGE>

Transferor and any Affiliate of any of the foregoing Persons, (b) does not have
any direct financial interest or any material indirect financial interest in the
Issuer, any such other obligor, the Transferor or any Affiliate of any of the
foregoing Persons and (c) is not connected with the Issuer, any such other
obligor, the Transferor or any Affiliate of any of the foregoing Persons as an
officer, employee, promoter, underwriter, trustee, partner, director or person
performing similar functions.

                  "INDEPENDENT CERTIFICATE" means a certificate or opinion to be
delivered to the Indenture Trustee under the circumstances described in, and
otherwise complying with, the applicable requirements of SECTION 11.01, made by
an Independent appraiser or other expert appointed by an Issuer Order, and such
opinion or certificate shall state that the signer has read the definition of
"Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

                  "INITIAL ISSUANCE DATE" shall mean the Closing Date of the
first Series of Notes issued to the Holders.

                  "INTEREST-BEARING NOTE" means a Note that bears interest at a
stated or computed rate on its stated principal amount. To the extent a Note has
the characteristics of both an Interest-bearing Note and a Discount Note, the
provisions of this Indenture relating to both Interest-bearing Notes and
Discount Notes will apply.

                  "INTEREST RATE" shall mean, as of any particular date of
determination and with respect to any Series or Class, the interest rate or
rates (or formula for determining the same) as of such date specified therefor
in the related Indenture Supplement; PROVIDED, that, as the context may require,
the Interest Rate for a Discount Note shall be its accrual interest rate
equivalent, as provided for in the Indenture Supplement for the Discount Note.

                  "INVESTMENT COMPANY ACT" shall mean the Investment Company Act
of 1940, as amended.

                  "ISSUER" shall mean the CompuCredit Credit Card Master Note
Business Trust II, a Nevada business trust.

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

                  "NEW ISSUANCE" shall mean a new Series of Notes issued by the
Issuer pursuant to the principal terms of the related Indenture Supplement.

                  "NOTE REGISTER" shall mean the register maintained pursuant to
SECTION 2.05(a) in which the Notes are registered.

                  "NOTE REGISTRAR" shall have the meaning specified in SECTION
2.05(a).

                  "NOTEHOLDER" or "HOLDER" shall mean the Person in whose name a
Note is registered in the Note Register or the bearer of any Bearer Note (or the
Global Note, as the case may be) or Coupon, or such other Person deemed to be a
"Noteholder" or "Holder" in any related Indenture Supplement.


                                       10
<PAGE>

                  "NOTES" shall mean all Series of Notes issued by the Issuer
pursuant to the Indenture and the applicable Indenture Supplement.

                  "NOTICE OF DEFAULT" shall have the meaning specified in
SECTION 5.02.

                  "OFFICER'S CERTIFICATE" shall mean, unless otherwise specified
in this Indenture, a certificate delivered to the Indenture Trustee signed by
any Authorized Officer of the Issuer, Transferor, or Servicer, as applicable,
under the circumstances described in, and otherwise complying with, the
applicable requirements of SECTION 11.01.

                  "OPINION OF COUNSEL" shall mean a written opinion of counsel,
who may be counsel for, or an employee of, the Person providing the opinion and
who shall be reasonably acceptable to the Indenture Trustee; PROVIDED, HOWEVER,
that any Tax Opinion or other opinion relating to federal income tax matters
shall be an opinion of nationally recognized tax counsel.

                  "OUTSTANDING" shall mean, as of the date of determination, all
Notes previously authenticated and delivered under this Indenture EXCEPT,

                           (1) Notes previously cancelled by the Indenture
         Trustee or delivered to the Indenture Trustee for cancellation; and

                           (2) Notes for whose payment or redemption money in
         the necessary amount has been previously deposited with the Indenture
         Trustee or any Paying Agent for the Holders of such Notes; provided,
         that if such Notes are to be redeemed, any required notice of such
         redemption pursuant to this Indenture or provision for such notice
         satisfactory to the Indenture Trustee has been made; and

                           (3) any Note that has been defeased under SECTION
10.03; and

                           (4) Notes that have been paid under SECTION 2.06 or
         in exchange for or in lieu of which other Notes have been authenticated
         and delivered under this Indenture, other than any Notes for which
         there shall have been presented to the Indenture Trustee proof
         satisfactory to it that such Notes are held by a "protected purchaser,"
         as defined in the New York Uniform Commercial Code;

PROVIDED, HOWEVER, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given any request, demand,
authorization, direction, notice, consent or waiver under this Indenture, (a)
the principal amount of a Discount Note that is Outstanding shall be the amount
of its principal that would be due and payable as of the date of determination
upon acceleration of its maturity under SECTION 5.03, (b) the principal amount
of a Foreign Currency Note shall be the Dollar equivalent, determined as
provided in the related Indenture Supplement, of the principal amount of such
Note (or, in the case of a Foreign Currency Discount Note, the Dollar
equivalent, determined as provided in the related Indenture Supplement, of the
amount determined as provided in (a) above), and (c) Notes owned by the Issuer,
any other obligor upon the Notes, the Transferor, the Servicer or any Affiliate
of any of those Persons shall be disregarded and considered 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 a Responsible Officer of the
Indenture Trustee has actual knowledge of being so owned shall be so
disregarded.


                                       11
<PAGE>

Notes so owned that have been pledged in good faith may be regarded as
Outstanding if the pledgee establishes to the satisfaction of the Indenture
Trustee the pledgee's right so to act for such Notes and that the pledgee is not
the Issuer, any other obligor upon the Notes, the Transferor, the Servicer or an
Affiliate of any of those Persons. In making any such determination, the
Indenture Trustee may rely on the representations of the pledgee and shall not
be required to undertake any independent investigation.

                  "OWNER TRUSTEE" shall mean Wilmington Trust FSB, in its
capacity as owner trustee under the Trust Agreement, its successors in interest
and any successor owner trustee under the Trust Agreement.

                  "PAYING AGENT" shall mean any paying agent appointed pursuant
to SECTION 2.08 and shall initially be the Indenture Trustee; PROVIDED that if
the Indenture Supplement for a Series so provides, a separate or additional
Paying Agent(s) may be appointed with respect to such Series.

                  "PAYMENT DATE" shall have the meaning specified for each
Series in its Indenture Supplement.

                  "PERMITTED ASSIGNEE" shall mean any Person who, if it were to
purchase Receivables (or interests therein) in connection with a sale under
SECTIONS 5.05 and 5.18, would not cause the Issuer to be taxable as a publicly
traded partnership for federal income tax purposes.

                  "PRINCIPAL TERMS" shall mean, with respect to any Series, (a)
the name or designation; (b) the initial principal amount (or method for
calculating such amount), the Allocation Amount, the Series Allocation Amount
and the Series Required Transferor Amount, (c) the Interest Rate (or method for
the determination thereof) for each Class of Notes of such Series; (d) the
Payment Date or Payment Dates and, for Interest-bearing Notes, the date or dates
from which interest shall accrue and, for Discount Notes, the date or dates from
which interest shall accrete; (e) the method for allocating Collections to
Noteholders; (f) the designation of any Series Accounts and the terms governing
the operation of any such Series Accounts; (g) the Servicing Fee; (h) if
applicable, the Series Enhancer and terms of any form of Series Enhancements;
(i) the terms on which the Notes of such Series may be exchanged for Notes of
another Series, purchased by the Transferor or the Issuer or remarketed to other
investors; (j) any optional or mandatory Redemption Date or Redemption Dates and
the Expected Principal Payment Date and Stated Maturity Date; (k) the number of
Classes of Notes of such Series and, if more than one Class, the rights and
priorities of each such Class; (l) the extent to which the Notes of such Series
will be issuable in temporary or permanent global form (and, in such case, the
depositary for such global note or notes, the terms and conditions, if any, upon
which such global note may be exchanged, in whole or in part, for Definitive
Notes, and the manner in which any interest payable on a temporary or global
note will be paid); (m) whether the Notes of such Series may be issued in bearer
form and any limitations imposed thereon; (n) the priority of such Series with
respect to any other Series; (o) whether such Series will be part of a Group;
(p) whether such Series will be a Principal Sharing Series; (q) whether such
Series will be an Excess Allocation Series; (r) the Distribution Date; and (s)
any other terms of such Series.

                                       12
<PAGE>

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

                  "RATING AGENCY" shall mean, with respect to any Outstanding
Series or Class of Notes which has been rated, each rating agency, as specified
in the applicable Indenture Supplement, selected by the Transferor to rate the
Notes of such Outstanding Series or Class.

                  "RATING AGENCY CONDITION" shall mean, with respect to any
action, that each Rating Agency shall have notified the Transferor, the
Servicer, the Owner Trustee and the Indenture Trustee in writing that such
action will not result in a reduction or withdrawal of the then existing rating
of any outstanding Series or Class with respect to which it is a Rating Agency;
PROVIDED, HOWEVER, that if such Series or Class has not been rated, the Rating
Agency Condition with respect to any such action shall either be defined in the
related Indenture Supplement or shall not apply.

                  "RECORD DATE" shall mean, with respect to any Distribution
Date, the last day of the calendar month immediately preceding such Distribution
Date, unless otherwise specified for a Series in the related Indenture
Supplement.

                  "REDEMPTION DATE" shall mean, with respect to any Series, the
date or dates, if any, specified in the Indenture Supplement for such Series.

                  "REDEMPTION PERIOD" shall mean, with respect to any Series or
Class within a Series, a period during which Collections of Principal
Receivables are used to redeem (in whole or in part) the Notes or a Class of
Notes of such Series, which shall be the controlled redemption period, the
principal redemption period, the rapid redemption period, the optional
redemption period, the limited redemption period or other redemption period, in
each case, as defined with respect to such Series in the related Indenture
Supplement.

                  "REGISTERED NOTEHOLDER" shall mean the Holder of a Registered
Note.

                  "REGISTERED NOTES" shall have the meaning specified in SECTION
2.01.

                  "REINVESTMENT EVENT" shall mean, if applicable with respect to
any Series, any Reinvestment Event specified in the related Indenture
Supplement.

                  "REQUIRED MINIMUM PRINCIPAL BALANCE" shall mean, with respect
to any date, (a) the sum of the numerators used to determine the Series
Allocation Percentages with respect to Principal Receivables for each Series
outstanding on such date, PLUS the Required Transferor Amount on such date,
MINUS (b) the Special Funding Amount on such date, MINUS (c) the Collections in
respect of Principal Receivables on deposit in the Collection Account on such
date.

                  "REQUIRED TRANSFEROR AMOUNT" shall mean, with respect to any
date, the sum of the Series Required Transferor Amounts for all Series
outstanding on such date.

                  "RESPONSIBLE OFFICER" shall mean any officer within the
Corporate Trust Office including any Vice President, Managing Director,
Assistant Vice President, Secretary, Assistant Secretary or Assistant Treasurer
or any other officer of the Indenture Trustee customarily


                                       13
<PAGE>

performing functions similar to those performed by any of the above designated
officers and, in each case, having direct responsibility for the administration
of this Agreement and also, with respect to a particular matter, any other
officer to whom such matter is referred because of such officer's knowledge and
familiarity with the particular subject.

                  "REVOLVING PERIOD" shall mean, with respect to any Series, the
period specified in the related Indenture Supplement.

                  "SECURED OBLIGATIONS" shall have the meaning set forth in the
Granting Clause hereof.

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

                  "SELLER" shall mean any of Columbus Bank, CompuCredit or
another Account Owner, in its capacity as seller under a Receivables Purchase
Agreement.

                  "SERIES" shall mean any series of Notes issued pursuant to
this Indenture.

                  "SERIES ACCOUNT" shall mean any deposit, trust, escrow or
similar account maintained for the benefit of the Noteholders of any Series or
Class or any Series Enhancer, as specified in any Indenture Supplement.

                  "SERIES ENHANCEMENT" shall mean the rights and benefits
provided to the Issuer or the Noteholders of any Series or Class pursuant to any
letter of credit, surety bond, cash collateral account, spread account,
guaranteed rate agreement, maturity liquidity facility, tax protection
agreement, interest rate swap agreement, interest rate cap agreement, cross
currency swap agreement or other derivative agreement or other similar
arrangement. Series Enhancement will also refer to any agreements, instruments
or documents governing the terms of the enhancements mentioned in the previous
sentence or under which they are issued, where the context makes sense. The
subordination of any Series or Class to another Series or Class shall be deemed
to be a Series Enhancement.

                  "SERIES ENHANCER" shall mean the Person or Persons providing
any Series Enhancement, other than (except to the extent otherwise provided with
respect to any Series in the Indenture Supplement for such Series) the
Noteholders of any Series or Class which is subordinated to another Series or
Class.

                  "SERIES ISSUANCE DATE" shall mean, with respect to any Series,
the date on which the Notes of such Series are to be originally issued in
accordance with SECTION 2.10 and the related Indenture Supplement.

                  "SERIES REQUIRED TRANSFEROR AMOUNT" shall have the meaning,
with respect to any Series, specified in the related Indenture Supplement.

                  "SERVICER" shall mean CompuCredit, in its capacity as servicer
pursuant to the Transfer and Servicing Agreement, and, after any Service
Transfer, the Successor Servicer.

                  "SPECIAL FUNDING ACCOUNT" shall have the meaning set forth in
SECTION 8.02(d).


                                       14
<PAGE>

                  "SPECIAL FUNDING AMOUNT" shall mean the principal balance of
the funds on deposit in the Special Funding Account.

                   "SPECIAL RESERVE ACCOUNT" shall have the meaning set forth in
the Transfer and Servicing Agreement.

                  "STATED MATURITY DATE" shall mean, for any Series or Class of
Notes or any installment of principal for such Series or Class, the date
specified in the Indenture Supplement for such Series or Class as the fixed date
on which the principal of such Series or Class or such installment of principal
is required to be paid; PROVIDED that a date on which principal is scheduled or
expected to be paid, but is not required to be paid, is not a Stated Maturity
Date.

                  "TAX OPINION" shall mean, with respect to any action, an
Opinion of Counsel to the effect that, for federal income tax purposes, (a) such
action will not adversely affect the tax characterization as debt of the Notes
of any outstanding Series or Class that was characterized as debt at the time of
its issuance, (b) such action will not cause the Issuer to be deemed to be an
association (or publicly traded partnership) taxable as a corporation, and (c)
such action will not cause or constitute an event in which gain or loss would be
recognized by any Noteholder.

                  "TRANSACTION DOCUMENTS" shall mean, for any Series of Notes,
the Nevada Certificate of Trust, the Trust Agreement, the Receivables Purchase
Agreements, the Transfer and Servicing Agreement, this Indenture, the related
Indenture Supplement, the Administration Agreement and such other documents and
certificates delivered in connection therewith.

                  "TRANSFER AND SERVICING AGREEMENT" shall mean the Transfer and
Servicing Agreement, dated as of October 20, 2000, among the Transferor, the
Servicer and the Issuer, as the same may be amended, supplemented or otherwise
modified from time to time.

                  "TRANSFEROR AMOUNT" shall mean on any date of determination an
amount equal to the difference between (a) the sum of (i) the aggregate balance
of Principal Receivables at the end of the day immediately prior to such date of
determination, (ii) the Special Funding Amount at the end of the day immediately
prior to such date of determination and (iii) the total amount of Collections in
respect of Principal Receivables on deposit in the Collection Account at the end
of the day immediately prior to such date of determination MINUS (b) the
Aggregate Allocation Amount at the end of the day immediately prior to such date
of determination.

                  "TRUST AGREEMENT" shall mean the Trust Agreement relating to
the Issuer, dated as of October 20, 2000, between CFC and the Owner Trustee as
the same may be amended, supplemented or otherwise modified from time to time.

                  "TRUST ESTATE" shall have the meaning set forth in the
Granting Clause hereof.

                  "TRUST INDENTURE ACT" or "TIA" shall mean the Trust Indenture
Act of 1939, as amended.

                  Section 1.02. OTHER DEFINITIONAL PROVISIONS.

                  (a) With respect to any Series, all terms used herein and
not otherwise defined herein shall have meanings ascribed to them in the Trust
Agreement, the Transfer and Servicing


                                       15
<PAGE>

Agreement or the related Indenture Supplement, as applicable. For purposes of
convenience only, APPENDIX 1 attached hereto contains a list of certain
definitions used and not otherwise defined herein and, in each case, references
the document in which such term is defined.

                  (b) All terms defined in this Indenture shall have the
defined meanings when used in any certificate or other document made or
delivered pursuant hereto unless otherwise defined therein.

                  (c) As used in this Indenture and in any certificate or
other document made or delivered pursuant hereto or thereto, accounting terms
not defined in this Indenture or in any such certificate or other document, and
accounting terms partly defined in this Indenture or in any such certificate or
other document to the extent not defined, shall have the respective meanings
given to them under generally accepted accounting principles or regulatory
accounting principles, as applicable and as in effect on the date of this
Indenture. To the extent that the definitions of accounting terms in this
Indenture or in any such certificate or other document are inconsistent with the
meanings of such terms under generally accepted accounting principles or
regulatory accounting principles in the United States, the definitions contained
in this Indenture or in any such certificate or other document shall control.

                  (d) Any reference to each Rating Agency shall only apply to
any specific rating agency if such rating agency is then rating any Outstanding
Series.

                  (e) Unless otherwise specified, references to any amount as on
deposit or outstanding on any particular date shall mean such amount at the
close of business on such day.

                  (f) The words "HEREOF," "HEREIN" and "HEREUNDER" and words of
similar import when used in this Indenture shall refer to this Indenture as a
whole and not to any particular provision or subdivision of this Indenture;
references to any subsection, Section, Schedule or Exhibit are references to
subsections, Sections, Schedules and Exhibits in or to this Indenture unless
otherwise specified; and the term "INCLUDING" means "INCLUDING WITHOUT
LIMITATION."

                  (g) Whenever this Indenture refers to a provision of the TIA,
the provision is incorporated by reference in and made a part of this Indenture.
The following TIA terms used in this Indenture have the following meanings:

                           "indenture securities" means the Notes.

                           "indenture security holder" means a Noteholder.

                           "indenture to be qualified" means this Indenture.

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

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

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


                                       16
<PAGE>

                                   ARTICLE II

                                    THE NOTES

                  Section 2.01. FORM GENERALLY.

                  The Notes of any Series or Class shall be issued in fully
registered form without interest coupons (the "REGISTERED NOTES") unless the
applicable Indenture Supplement provides, in accordance with then applicable
laws, that such Notes be issued in bearer form ("BEARER NOTES") with attached
interest coupons and a special coupon (collectively the "COUPONS"). Such
Registered Notes or Bearer Notes, as the case may be, shall be substantially in
the form of the exhibits with respect thereto attached to the applicable
Indenture Supplement with such appropriate insertions, omissions, substitutions
and other variations as are required or permitted by this Indenture or such
Indenture Supplement, 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 such Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

                  The Notes shall be typewritten, word processed, printed,
lithographed or engraved or produced by any combination of these methods, all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes. If specified in any Indenture Supplement, the Notes of any Series
or Class shall be issued upon initial issuance as one or more notes evidencing
the aggregate original principal amount of such Series or Class as described in
SECTION 2.10.

                  Bearer Notes shall be dated the Series Issuance Date. Each
Global Note will be dated the Closing Date. All Registered Notes shall be dated
the date of their authentication.

                  Section 2.02. DENOMINATIONS.

                  Except as otherwise specified in the related Indenture
Supplement and the Notes, each class of Notes of each Series shall be issued in
fully registered form in minimum amounts of U.S. $1,000 and in integral
multiples of U.S. $1,000 in excess thereof (except that one Note of each Class
may be issued in a different amount, so long as such amount exceeds the
applicable minimum denomination for such Class).

                  Section 2.03. EXECUTION, AUTHENTICATION AND DELIVERY.

                  Each Note shall be executed by manual or facsimile signature
on behalf of the Issuer by an Authorized Officer.

                  Notes bearing the manual or facsimile signature of an
individual who was, at the time when such signature was affixed, authorized to
sign on behalf of the Issuer shall not be rendered invalid, notwithstanding the
fact that such individual ceased to be so authorized prior to the authentication
and delivery of such Notes or does not hold such office at the date of issuance
such Notes.


                                       17
<PAGE>

                  At any time and from time to time after the execution and
delivery of this Indenture, the Issuer may deliver Notes executed by the Issuer
to the Indenture Trustee for authentication and delivery, and the Indenture
Trustee shall authenticate and deliver such Notes as provided in this Indenture
or the related Indenture Supplement and not otherwise.

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

                  Section 2.04. AUTHENTICATING AGENT.

                  (a) The Indenture Trustee may appoint one or more
authenticating agents with respect to the Notes which shall be authorized to act
on behalf of the Indenture Trustee in authenticating the Notes in connection
with the issuance, delivery, registration of transfer, exchange or repayment of
the Notes. Whenever reference is made in this Indenture to the authentication of
Notes by the Indenture Trustee or the Indenture Trustee's certificate of
authentication, such reference shall be deemed to include authentication on
behalf of the Indenture Trustee by an authenticating agent and a certificate of
authentication executed on behalf of the Indenture Trustee by an authenticating
agent. Each authenticating agent must be acceptable to the Issuer and the
Servicer.

                  (b) Any institution succeeding to the corporate agency
business of an authenticating agent shall continue to be an authenticating agent
without the execution or filing of any power or any further act on the part of
the Indenture Trustee or such authenticating agent.

                  (c) An authenticating agent may at any time resign by giving
notice of resignation to the Indenture Trustee and to the Issuer. The Indenture
Trustee may at any time terminate the agency of an authenticating agent by
giving notice of termination to such authenticating agent and to the Issuer and
the Servicer. Upon receiving such a notice of resignation or upon such a
termination, or in case at any time an authenticating agent shall cease to be
acceptable to the Indenture Trustee or the Issuer, the Indenture Trustee may
promptly appoint a successor authenticating agent. Any successor authenticating
agent upon acceptance of its appointment hereunder shall become vested with all
the rights, powers and duties of its predecessor hereunder, with like effect as
if originally named as an authenticating agent. No successor authenticating
agent shall be appointed unless acceptable to the Issuer and the Servicer.

                  (d) The Issuer agrees to pay to each authenticating agent
from time to time reasonable compensation for its services under this SECTION
2.04.

                  (e) The provisions of SECTIONS 6.01 and 6.04 shall be
applicable to any authenticating agent.

                  (f) Pursuant to an appointment made under this SECTION 2.04,
the Notes may have endorsed thereon, in lieu of or in addition to the Indenture
Trustee's certificate of authentication, an alternative certificate of
authentication in substantially the following form:


                                       18
<PAGE>

                  "This is one of the Notes described in the within-mentioned
Indenture.

                                               ________________________________

                                               ________________________________

                                                    as Authenticating Agent
                                                   for the Indenture Trustee

                                               By: ____________________________
                                                       Authorized Signatory"


                  Section 2.05. REGISTRATION OF TRANSFER AND EXCHANGE OF NOTES.

                  (a) The Issuer shall cause to be kept at the Corporate Trust
Office, a register (the "NOTE REGISTER") in which, subject to such reasonable
regulations as it may prescribe, the registration of Notes and the registration
of transfers of Notes shall be provided. A note registrar (which may be the
Indenture Trustee or the Owner Trustee) (in such capacity, the "NOTE REGISTRAR")
shall provide for the registration of Registered Notes and transfers and
exchanges of Registered Notes as herein provided. The Note Registrar shall
initially be the Indenture Trustee and any co-note registrar chosen by the
Issuer and acceptable to the Indenture Trustee. Any reference in this Indenture
to the Note Registrar shall include any co-note registrar unless the context
requires otherwise.

                  The Indenture Trustee may revoke such appointment and remove
 any Note Registrar if the Indenture Trustee determines in its sole discretion
 that such Note Registrar failed to perform its obligations under this Indenture
 in any material respect. Any Note Registrar shall be permitted to resign as
 Note Registrar upon thirty (30) days' notice to the Issuer and the Indenture
 Trustee; PROVIDED, HOWEVER, that such resignation shall not be effective and
 such Note Registrar shall continue to perform its duties as Note Registrar
 until the Indenture Trustee has appointed a successor Note Registrar (which may
 be the Indenture Trustee) reasonably acceptable to the Issuer.

                  Upon surrender for registration of transfer or exchange of any
 Registered Note at any office or agency of the Note Registrar maintained for
 such purpose, one or more new Registered Notes (of the same Series and Class)
 in authorized denominations of like tenor and aggregate principal amount shall
 be executed, authenticated and delivered, in the name of the designated
 transferee or transferees.

                  At the option of a Registered Noteholder, subject to the
 provisions of this SECTION 2.05, Registered Notes (of the same Series and
 Class) may be exchanged for other Registered Notes of authorized denominations
 of like tenor and aggregate principal amount, upon surrender of the Registered
 Notes to be exchanged at any such office or agency; Registered Notes, including
 Registered Notes received in exchange for Bearer Notes, may not be exchanged
 for Bearer Notes. At the option of the Holder of a Bearer Note, subject to
 applicable laws and regulations, Bearer Notes may be exchanged for other Bearer
 Notes or Registered Notes (of the same Series and Class) of authorized
 denominations of like tenor and aggregate principal amount, upon surrender of
 the Bearer Notes to be exchanged at an office or agency of the Note Registrar
 located outside the United States. Each Bearer Note surrendered pursuant to
 this

                                       19
<PAGE>

 Section shall have attached thereto all unmatured Coupons; PROVIDED that any
 Bearer Note so surrendered after the close of business on the Record Date
 preceding the relevant Payment Date or Distribution Date after the Expected
 Principal Payment Date need not have attached the Coupon relating to such
 Payment Date or Distribution Date (in each case, as specified in the applicable
 Indenture Supplement).

                  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.

                  The preceding provisions of this SECTION 2.05(a)
 notwithstanding, the Indenture Trustee or the Note Registrar, as the case may
 be, shall not be required to register the transfer of or exchange any Note for
 a period of fifteen (15) days preceding the due date for any payment with
 respect to the Note.

                  Whenever any Notes are so surrendered for exchange, the Issuer
 shall execute and the Indenture Trustee shall authenticate and deliver (in the
 case of Bearer Notes, outside the United States) the Notes which the Noteholder
 making the exchange is entitled to receive. Every Note presented or surrendered
 for registration of transfer or exchange shall be accompanied by a written
 instrument of transfer in a form satisfactory to the Indenture Trustee or the
 Note Registrar duly executed by the Noteholder or the attorney-in-fact thereof
 duly authorized in writing.

                  No service charge shall be made for any registration of
 transfer or exchange of Notes, but the Note Registrar may require payment of a
 sum sufficient to cover any tax or governmental charge that may be imposed in
 connection with any such transfer or exchange.

                  All Notes (together with any Coupons) surrendered for
 registration of transfer and exchange or for payment shall be canceled and
 disposed of in a manner satisfactory to the Indenture Trustee. The Indenture
 Trustee shall cancel and destroy any Global Note upon its exchange in full for
 definitive Notes and shall deliver a certificate of destruction to the Issuer.
 Such certificate shall also state that a certificate or certificates of a
 Foreign Clearing Agency referred to in the applicable Indenture Supplement was
 received with respect to each portion of the Global Note exchanged for
 definitive Notes.

                  The Issuer shall execute and deliver to the Indenture Trustee
 Bearer Notes and Registered Notes in such amounts and at such times as are
 necessary to enable the Indenture Trustee to fulfill its responsibilities under
 this Indenture and the Notes.

                  (b) The Note Registrar will maintain at its expense in the
 Borough of Manhattan, The City of New York, an office or agency where Notes may
 be surrendered for registration of transfer or exchange (except that Bearer
 Notes may not be surrendered for exchange at any such office or agency in the
 United States or its territories and possessions).

                  Section 2.06. MUTILATED, DESTROYED, LOST OR STOLEN NOTES.

                  If (a) any mutilated Note (together, in the case of Bearer
 Notes, with all unmatured Coupons (if any) appertaining thereto) is surrendered
 to the Note Registrar, or the Note Registrar receives evidence to its
 satisfaction of the destruction, loss or theft of any Note,


                                       20
<PAGE>

and (b) in case of destruction, loss or theft there is delivered to the Note
Registrar such security or indemnity as may be required by it to hold the
Issuer, the Note Registrar 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" (as defined in the
New York Uniform Commercial Code), the Issuer shall execute, and the Indenture
Trustee shall authenticate and the Note Registrar shall deliver (in the case of
Bearer Notes, outside the United States), in exchange for or in lieu of any such
mutilated, destroyed, lost or stolen Note, a replacement Note of like tenor and
aggregate principal amount, bearing a number not contemporaneously outstanding;
PROVIDED, HOWEVER, that if any such mutilated, destroyed, lost or stolen Note
shall have become or within seven days shall be due and payable, or shall have
been selected or called for redemption, instead of issuing a replacement Note,
the Issuer may pay such Note without surrender thereof, except that any
mutilated Note shall be surrendered. If, after the delivery of such replacement
Note or payment of a destroyed, lost or stolen Note pursuant to the proviso to
the preceding sentence, a "protected purchaser" (as defined in the New York
Uniform Commercial Code) of the original Note in lieu of which such replacement
Note was issued presents for payment such original Note, the Issuer and the
Indenture Trustee shall be entitled to recover such replacement Note (or such
payment) from the Person to whom it was delivered or any Person taking such
replacement Note from such Person to whom such replacement Note was delivered or
any assignee of such Person, except a "protected purchaser" (as defined in the
New York Uniform Commercial Code) and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

                  In connection with the issuance of any replacement Note under
this SECTION 2.06, the Issuer or the Note Registrar may require the payment by
the Holder of such Note of a sum sufficient to cover any tax or other
governmental charge that may be imposed in relation thereto and any other
reasonable expenses (including the reasonable fees and expenses of the Indenture
Trustee or the Note Registrar) connected therewith.

                  Any replacement Note issued pursuant to this Section in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute
complete and indefeasible evidence of a debt of the Issuer, as if originally
issued, whether or not the destroyed, lost or stolen Note shall be found at any
time, and shall be entitled to all the benefits of this Indenture equally and
proportionately with any and all other Notes duly issued hereunder.

                  The provisions of this SECTION 2.06 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 2.07. PERSONS DEEMED OWNERS.

                  The Indenture Trustee, the Paying Agent, the Note Registrar,
the Transferor, the Issuer and any agent of any of them may (a) prior to due
presentation of a Registered Note for registration of transfer, treat the
Person in whose name any Registered Note is registered as the owner of such
Registered Note for the purpose of receiving distributions pursuant to the
terms of the applicable Indenture Supplement and for all other purposes
whatsoever, and (b) treat the bearer of a Bearer Note or Coupon as the owner of
such Bearer Note or Coupon for the purpose of receiving distributions pursuant
to the terms of the applicable Indenture Supplement and for


                                       21
<PAGE>

all other purposes whatsoever; and, in any such case, neither the Indenture
Trustee, the Paying Agent, the Note Registrar, the Transferor, the Issuer nor
any agent of any of them shall be affected by any notice to the contrary.

                  Section 2.08. APPOINTMENT OF PAYING AGENT.

                  The Paying Agent shall make distributions to Noteholders from
the Collection Account or applicable Series Account pursuant to the provisions
of the applicable Indenture Supplement and shall report the amounts of such
distributions to the Issuer. Any Paying Agent shall have the revocable power to
withdraw funds from the Collection Account or applicable Series Account for the
purpose of making the distributions referred to above. The Issuer may revoke
such power and remove the Paying Agent if the Issuer determines in its sole
discretion that the Paying Agent shall have failed to perform its obligations
under this Indenture in any material respect. The Issuer reserves the right at
any time to vary or terminate the appointment of a Paying Agent for the Notes,
and to appoint additional or other Paying Agents, PROVIDED that it will at all
times maintain the Indenture Trustee as a Paying Agent. In the event that any
Paying Agent shall resign, the Issuer shall appoint a successor to act as Paying
Agent. The Issuer shall cause each successor or additional Paying Agent to
execute and deliver to the Issuer and the Indenture Trustee an instrument as
described in SECTION 3.03. Any reference in this Indenture to the Paying Agent
shall include any co-paying agent unless the context requires otherwise.

                  Section 2.09. CANCELLATION.

                  All Notes surrendered for payment, registration of transfer,
exchange or redemption shall, if surrendered to any Person other than the
Indenture Trustee, be delivered to the Indenture Trustee and shall be promptly
cancelled by it. The Issuer may at any time deliver to the Indenture Trustee for
cancellation any Notes previously authenticated and delivered hereunder which
the Issuer may have acquired in any lawful manner whatsoever, and all Notes so
delivered shall be promptly cancelled by the Indenture Trustee. No Notes shall
be authenticated in lieu of or in exchange for any Notes cancelled as provided
in this Section, except as expressly permitted by this Indenture. All cancelled
Notes held by the Indenture Trustee shall be destroyed unless the Issuer shall
direct by a timely order that they be returned to it.

                   Section 2.10. NEW ISSUANCES.

                   (a) Pursuant to one or more Indenture Supplements, the Issuer
 may from time to time direct the Indenture Trustee, on behalf of the Issuer, to
 issue one or more new Series of Notes (a "NEW ISSUANCE"). The Notes of all
 outstanding Series shall be equally and ratably entitled as provided herein to
 the benefits of this Indenture without preference, priority or distinction on
 account of the actual time of the authentication and delivery or Expected
 Principal Payment Date or Stated Maturity Date, all in accordance with the
 terms and provisions of this Indenture and the applicable Indenture Supplement
 except, with respect to any Series or Class, as provided in the related
 Indenture Supplement. The total principal amount of Notes that may be
 authenticated and delivered and Outstanding under this Indenture is not
 limited.

                   (b) On or before the Series Issuance Date relating to any new
 Series, the parties hereto will execute and deliver an Indenture Supplement
 which will specify the Principal


                                       22
<PAGE>

Terms of such new Series. The terms of such Indenture Supplement may modify or
amend the terms of this Indenture solely as applied to such new Series. The
Indenture Trustee shall execute the Indenture Supplement and the Issuer shall
execute the Notes of such Series and deliver the Notes to the Indenture Trustee
for authentication and delivery. The issuance of any such Notes of any new
Series (other than any Series issued pursuant to an Indenture Supplement dated
as of the date hereof) shall be subject to the satisfaction of the following
conditions:

                           (i) on or before the fifth (5th) Business Day
                  immediately preceding the Series Issuance Date, the Issuer
                  shall have given notice to the Indenture Trustee, the Servicer
                  and each Rating Agency, if any, that has rated any Series or
                  Class within the applicable Group (unless such notice
                  requirement is otherwise waived) of such issuance and the
                  Series Issuance Date;

                           (ii) the Issuer shall have delivered to the Indenture
                  Trustee the related Indenture Supplement, in a form
                  satisfactory to the Indenture Trustee, executed by each party
                  hereto (other than the Indenture Trustee) and specifying the
                  relevant Principal Terms;

                           (iii) the Issuer shall have delivered to the
                  Indenture Trustee any related Series Enhancement executed by
                  each of the parties thereto, other than the Indenture Trustee;

                           (iv) the Rating Agency Condition, if applicable,
                  shall have been satisfied with respect to such issuance;

                           (v) such issuance will not result in the occurrence
                  of a Default, an Adverse Effect or an Early Redemption Event
                  or Reinvestment Event for any Series, and the Issuer shall
                  have delivered to the Indenture Trustee an Officer's
                  Certificate, dated the Series Issuance Date for such Series,
                  to the effect that (1) the Issuer reasonably believes that
                  such issuance will not, based on the facts known to the Person
                  executing such Officer's Certificate, have an Adverse Effect
                  or result in the occurrence of a Default or Early Redemption
                  Event or Reinvestment Event for any Series then Outstanding
                  and (2) all conditions precedent to such execution,
                  authentication and delivery have been satisfied;

                           (vi) the Issuer shall have delivered to the Indenture
                  Trustee and the Owner Trustee (with a copy to each Rating
                  Agency, as applicable), a Tax Opinion dated the Series
                  Issuance Date addressing the New Issuance;

                           (vii) the aggregate amount of Principal Receivables
                  (plus the principal amount of any Participation Interest
                  theretofore conveyed to the Issuer as of the Series Issuance
                  Date), shall be greater than the Required Minimum Principal
                  Balance as of the Series Issuance Date, and after giving
                  effect to such issuance, and the Issuer shall have delivered
                  to the Indenture Trustee an Officer's Certificate to such
                  effect.


                                       23
<PAGE>

                  Section 2.11. BOOK-ENTRY NOTES.

                  Unless otherwise specified in any related Indenture Supplement
for any Series or Class, the Notes, upon original issuance, shall be issued in
the form of one or more Notes representing the Book-Entry Notes, to be delivered
to the Clearing Agency or Foreign Clearing Agency on behalf of the Issuer. The
Notes shall initially be registered on the Note Register in the name of the
Clearing Agency or Foreign Clearing Agency or its nominee, and no beneficial
owner will receive a definitive note representing such beneficial owner's
interest in the Notes, except as provided in SECTION 2.13. Unless and until
definitive, fully registered Notes ("DEFINITIVE NOTES") have been issued to the
applicable beneficial owners pursuant to SECTION 2.13 or as otherwise specified
in any such Indenture Supplement:

                  (a) the provisions of this SECTION 2.11 shall be in full
force and effect with respect to each such Series;

                  (b) the Issuer, the Transferor and the Indenture Trustee
shall be entitled to deal with the Clearing Agency or Foreign Clearing Agency
and the Clearing Agency Participants for all purposes of this Indenture
(including the meaning of distributions) as the authorized representatives of
the beneficial 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 with respect to each such Series; and

                  (d) the rights of the respective beneficial owners of each
such Series shall be exercised only through the Clearing Agency or Foreign
Clearing Agency and the applicable Clearing Agency Participants and shall be
limited to those established by law and agreements between such beneficial
owners and the Clearing Agency or Foreign Clearing Agency and/or the Clearing
Agency Participants. Pursuant to the Depository Agreement applicable to a
Series, unless and until Definitive Notes of such Series are issued pursuant to
SECTION 2.13, the initial Clearing Agency shall make book-entry transfers among
the Clearing Agency Participants and receive and transmit distributions of
principal and interest on the related Notes to such Clearing Agency
Participants.

                  For purposes of any provision of this Indenture requiring or
permitting actions with the consent of, or at the direction of, Noteholders
evidencing a specified percentage of the aggregate unpaid principal amount of
Notes, such direction or consent may be given by beneficial owners (acting
through the Clearing Agency and the Clearing Agency Participants) owning Notes
evidencing the requisite percentage of principal amount of Notes.

                   Section 2.12. NOTICES TO CLEARING AGENCY OR FOREIGN CLEARING
AGENCY.

                   Whenever a notice or other communication is required to be
given to the Noteholders of any Series or Class with respect to which Book-Entry
Notes have been issued, unless and until Definitive Notes shall have been issued
to the related beneficial owners pursuant to SECTION 2.13, the Indenture Trustee
shall give all such notices and communications to the Clearing Agency or Foreign
Clearing Agency, as applicable.


                                       24
<PAGE>

                  Section 2.13. DEFINITIVE NOTES.

                  If Book-Entry Notes have been issued with respect to any
Series or Class and (i) (a) the Issuer advises the Indenture Trustee that the
Clearing Agency or Foreign Clearing Agency is no longer willing or able to
discharge properly its responsibilities with respect to such Series or Class and
(b) the Issuer is unable to locate and reach an agreement on satisfactory terms
with a qualified successor, (ii) the Issuer, at its option, advises the
Indenture Trustee in writing that it elects to terminate the book-entry system
through the Clearing Agency or Foreign Clearing Agency with respect to such
Series or Class or (iii) after the occurrence of a Servicer Default or an Event
of Default, beneficial owners of such Series or Class representing not less than
50% of the principal amount of the Book-Entry Notes of such Series or Class
advise the Indenture Trustee and the applicable Clearing Agency or Foreign
Clearing Agency in writing through the applicable Clearing Agency Participants
that the continuation of a book-entry system with respect to the Notes of such
Series or Class is no longer in the best interests of the beneficial owners of
such Series or Class, then the Indenture Trustee shall notify all beneficial
owners of such Series or Class, through the Clearing Agency or Foreign Clearing
Agency, as applicable, of the occurrence of such event and of the availability
of Definitive Notes to beneficial owners of such Series or Class requesting the
same. Upon surrender to the Indenture Trustee of any such Notes by the Clearing
Agency, accompanied by registration instructions from the applicable Clearing
Agency for registration, the Issuer shall execute and the Indenture Trustee
shall authenticate Definitive Notes of such Class and shall recognize the
registered holders of such Definitive Notes as Noteholders under this Indenture.
Neither the Issuer nor the Indenture Trustee shall be liable for any delay in
delivery of such instructions, and the Issuer and the Indenture Trustee may
conclusively rely on, and shall be protected in relying on, such instructions.
Upon the issuance of Definitive Notes of such Series, all references herein to
obligations imposed upon or to be performed by the applicable Clearing Agency or
Foreign Clearing Agency shall be deemed to be imposed upon and performed by the
Indenture Trustee, to the extent applicable with respect to such Definitive
Notes, and the Indenture Trustee shall recognize the registered Holders of such
Definitive Notes of such Series or Class as Noteholders of such Series or Class
hereunder. Definitive Notes will be transferable and exchangeable at the offices
of the Note Registrar.

                  Section 2.14. GLOBAL NOTE.

                  If specified in the related Indenture Supplement for any
Series or Class, the Notes for such Series or Class will initially be issued in
the form of a single temporary global Note (the "GLOBAL NOTE") in bearer form,
without interest coupons, in the denomination of the entire aggregate principal
amount of such Series or Class and substantially in the form set forth in the
exhibit with respect thereto attached to the related Indenture Supplement. The
Global Note will be executed by the Issuer and authenticated by the Indenture
Trustee at the written direction of the Issuer upon the same conditions, in
substantially the same manner and with the same effect as the Definitive Notes.
The Global Note may be exchanged for Bearer or Registered Notes in definitive
form, as provided in the related Indenture Supplement. Except as otherwise
specifically provided in the Indenture Supplement, any Notes that are issued in
bearer form shall be issued in accordance with the requirements of Code Section
163(f)(2).


                                       25
<PAGE>

                  Section 2.15. MEETINGS OF NOTEHOLDERS.

                  To the extent and as more specifically provided by the
Indenture Supplement for any Series issued in whole or in part in Bearer Notes,
the Indenture Trustee may at any time call a meeting of the Noteholders of such
Series, for the purpose of approving a modification of or amendment to, or
obtaining a waiver of, any covenant or condition set forth in this Indenture for
such Series or in the Notes of such Series, subject to ARTICLE IX.

                  Section 2.16. RELEASE OF COLLATERAL.

                  Subject to SECTION 11.01, the Indenture Trustee shall release
property from the lien of this Indenture only upon receipt of an Issuer Order
accompanied by an Officer's Certificate, an Opinion of Counsel and Independent
Certificates in accordance with TIA ss.ss.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.

                                  ARTICLE III

                     REPRESENTATIONS AND COVENANTS OF ISSUER

                  Section 3.01. PAYMENT OF PRINCIPAL AND INTEREST.

                  (a) The Issuer will duly and punctually pay principal (and
premium, if any) and, if such Note is an Interest-bearing Note, interest, in
each case in accordance with the terms of the Notes as specified in the relevant
Indenture Supplement.

                  (b) The Noteholders of a Series as of the Record Date in
respect of a Payment Date shall be entitled to the interest (if any) accrued and
payable and principal (and premium, if any) payable on such Payment Date as
specified in the related Indenture Supplement. All payment obligations under a
Note are discharged to the extent such payments are made to the Noteholder of
record.

                  Section 3.02. MAINTENANCE OF OFFICE OR AGENCY.

                  The Issuer will maintain an office or agency within the
Borough of Manhattan, City of New York where Notes may be presented or
surrendered for payment, where Notes may be surrendered for registration of
transfer or exchange and where notices and demands to or upon the Issuer in
respect of the Notes and this Indenture may be served. The Issuer hereby
initially appoints the Indenture Trustee located at its Corporate Trust Office
to serve as its agent for the foregoing purposes. The Issuer will give prompt
written notice to the Indenture Trustee, the Servicer and the Noteholders of any
change in the location of any such office or agency. If at any time the Issuer
shall fail to maintain any such office or agency or shall fail to furnish the
Indenture Trustee with the address thereof, such presentations, surrenders,
notices and demands may be made or served at the Corporate Trust Office, and the
Issuer hereby appoints the Indenture Trustee at its Corporate Trust Office as
its agent to receive all such presentations, surrenders, notices and demands.


                                       26
<PAGE>

                  Section 3.03. MONEY FOR NOTE PAYMENTS TO BE HELD IN TRUST.

                  As specified in SECTION 8.02 and in the related Indenture
Supplement, all payments of amounts due and payable on the Notes which are to be
made from amounts withdrawn from the Collection Account, any Series Account or
the Special Funding Account shall be made on behalf of the Issuer by the
Indenture Trustee or by the Paying Agent, and no amounts so withdrawn from the
Collection Account, any Series Account or the Special Funding Account shall be
paid over to or at the direction of the Issuer except as provided in this
Indenture or in the related Indenture Supplement.

                  Whenever the Issuer shall have a Paying Agent in addition to
the Indenture Trustee, it will, on or before the Business Day next preceding
each Payment Date, direct in writing the Indenture Trustee to deposit with such
Paying Agent on or before such Payment Date an aggregate sum sufficient to pay
the amounts then becoming due, such sum to be (i) held in trust for the benefit
of Persons entitled thereto and (ii) invested, pursuant to an Issuer Order or at
the written direction of the Servicer, as applicable, by the Paying Agent in a
specific Eligible Investment in accordance with the terms of the related
Indenture Supplement. For all investments made by a Paying Agent under this
SECTION 3.03, such Paying Agent shall be entitled to all of the rights and
obligations of the Indenture Trustee under the related Indenture Supplement,
such rights and obligations being incorporated in this paragraph by this
reference.

                  The Issuer will cause each Paying Agent other than the
Indenture Trustee to execute and deliver to the Issuer and the Indenture Trustee
an instrument in which such Paying Agent shall agree with the Issuer (and if the
Indenture Trustee acts as Paying Agent, it hereby so agrees), subject to the
provisions of this SECTION 3.03, that such Paying Agent will:

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

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

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

                  (iv) immediately resign as 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 at the time of its appointment; and

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


                                       27
<PAGE>

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

                  Subject to applicable laws with respect to escheat of funds,
and after such notice required with respect to Notes not surrendered for
cancellation pursuant to SECTION 10.02(B) is given, 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 remaining unclaimed for two years after such amount has
become due and payable shall be discharged from such trust, and the Indenture
Trustee or such Paying Agent, as the case may be, shall give prompt notice of
such occurrence to the Issuer and shall release such money to the Issuer on
Issuer Order; and the Holder of such Note shall thereafter, as an unsecured
general creditor, look only to the Issuer (and then only to the extent of the
amounts so paid to the Issuer) for payment thereof, and all liability of the
Indenture Trustee or such Paying Agent with respect to such trust money shall
thereupon cease; PROVIDED, HOWEVER, that the Indenture Trustee or such Paying
Agent, before being required to make any such repayment, shall at the direction
of the Issuer cause to be published once, in a newspaper published in the
English language, customarily published on each Business Day and of general
circulation in The City of New York, notice that such money remains unclaimed
and that, after a date specified therein, which shall not be less than thirty
(30) days from the date of such publication, any unclaimed balance of such money
then remaining will be repaid to the Issuer. The cost of any such notice or
publication shall be paid out of funds in the Collection Account or any Series
Account held for the benefit of the Noteholders. The Indenture Trustee shall
also adopt and employ, at the expense of the Issuer, any other reasonable means
of notification of such repayment (including, but not limited to, mailing notice
of such repayment to Holders whose Notes have been called but have not been
surrendered for redemption or whose right to or interest in moneys due and
payable but not claimed is determinable from the records of the Indenture
Trustee or of any Paying Agent, at the last address of record for each such
Holder).

                  Section 3.04. EXISTENCE.

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

                  Section 3.05. PROTECTION OF TRUST.

                  The Issuer will from time to time take all actions necessary,
including without limitation preparing, or causing to be prepared, executing and
delivering all such supplements and amendments hereto and all such financing
statements, continuation statements, instruments

                                       28
<PAGE>

of further assurance and other instruments, and will take such other action
necessary or advisable to:

                  (a) Grant more effectively all or any portion of the Trust
Estate as security for the Notes;

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

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

                  (d) preserve and defend title to the Trust Estate and the
rights therein of the Indenture Trustee and the Noteholders and Series
Enhancers (if any) secured thereby against the claims of all Persons and
parties.

                  The Issuer hereby designates the Indenture Trustee its agent
and attorney-in-fact to execute any financing statement, continuation statement
or other instrument required pursuant to this SECTION 3.05.

                  The Issuer shall pay or cause to be paid any taxes levied on
all or any part of the Trust Estate securing the Notes.

                  Section 3.06. OPINIONS AS TO TRUST ESTATE.

                  (a) On each Series Issuance Date, the Issuer shall furnish to
the Indenture Trustee an Opinion of Counsel (with a copy to each Rating Agency,
as applicable) either stating that, in the opinion of such counsel, such action
has been taken to perfect the lien and security interest of this Indenture,
including without limitation with respect to the recording and filing of this
Indenture, any indentures supplemental hereto, and any other requisite
documents, and with respect to the execution and filing of any financing
statements and continuation statements, as are so necessary and reciting the
details of such action, or stating that, in the opinion of such counsel, no such
action is necessary to maintain the perfection of such lien and security
interest.

                  (b) On or before August 31 in each calendar year, beginning in
2001, 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
to perfect the lien and security interest of this Indenture, including without
limitation 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 is so necessary and reciting the
details of such action or stating that in the opinion of such counsel no such
action is necessary to maintain the perfection of such lien and security
interest. Such Opinion of Counsel shall also describe the recording, filing,
re-recording and refiling of this Indenture, any indentures supplemental hereto
and any other requisite documents and the execution and filing of any financing
statements and continuation statements that will, in the opinion of such
counsel, be required to maintain the perfection of the lien and security
interest of this Indenture until August 31 in the following calendar year.


                                       29
<PAGE>

                  Section 3.07. PERFORMANCE OF OBLIGATIONS; SERVICING OF
PAYMENT OBLIGATIONS.

                  (a) The Issuer will not take any action and will use its best
efforts not to permit any action to be taken by others that would release any
Person from any of such Person's material covenants or obligations under any
instrument or agreement included in the 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, the Transfer and Servicing Agreement 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. Initially, the
Issuer has contracted with the Administrator to assist the Issuer in performing
its duties under this Indenture.

                  (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the Transaction
Documents and in the instruments and agreements relating to 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 and the Transfer and Servicing Agreement in accordance with and within
the time periods provided for herein and therein.

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

                  (e) 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 (i) that it will not,
without the prior written consent of the Indenture Trustee and satisfaction of
the Rating Agency Condition, amend, modify, waive, supplement, terminate or
surrender, or agree to any amendment, modification, supplement, termination,
waiver or surrender of, the terms of any Transaction Document (except to the
extent otherwise provided in the Transaction Documents), or waive timely
performance or observance by the Servicer or a Seller under the Transfer and
Servicing Agreement or a Receivables Purchase Agreement; and (ii) that any such
amendment shall not (A) increase or reduce in any manner the amount of, or
accelerate or delay the timing of, distributions that are required to be made
for the benefit of the Noteholders, except as provided in the Transfer and
Servicing Agreement, or (B) reduce the percentage of the Holders of the
principal amount of Outstanding Notes that, by the terms of the Transaction
Documents, is required to consent to any such amendment, without the consent of
the Holders of all the Notes. If any such amendment, modification, supplement or
waiver shall be so consented to by the Indenture Trustee and such Noteholders,
the Issuer agrees, promptly following a request by the Indenture Trustee to do
so, to execute and deliver, in its own name


                                       30
<PAGE>

and at its own expense, such agreements, instruments, consents and other
documents as the Indenture Trustee may deem necessary or appropriate in the
circumstances.

                  (f) The Issuer shall deliver any Account Schedule (as defined
in the Transfer and Servicing Agreement) received by it pursuant to the Transfer
and Servicing Agreement to the Indenture Trustee.

                  Section 3.08. NEGATIVE COVENANTS.

                  So long as any Notes are outstanding, the Issuer shall not:

                  (a) sell, transfer, exchange, pledge or otherwise dispose of
 any part of the Trust Estate except as expressly permitted by the Indenture,
 the Receivables Purchase Agreements, the Trust Agreement or the Transfer and
 Servicing Agreement;

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

                  (c) incur, assume or guarantee any direct or contingent
 indebtedness other than as contemplated by the Transaction Documents;

                  (d) (1) permit the validity or effectiveness of this Indenture
 to be impaired, or permit the lien of this Indenture to be amended,
 hypothecated, subordinated, terminated or discharged, or permit any Person to
 be released from any covenants or obligations with respect to the Notes under
 this Indenture except as may be expressly permitted hereby, (2) permit any
 Lien, charge, excise, claim, security interest, mortgage or other encumbrance
 (other than the lien of this Indenture) to be created on or extend to or
 otherwise arise upon or burden the Trust Estate or any part thereof or any
 interest therein or the proceeds thereof or (3) permit the lien of this
 Indenture not to constitute a valid first priority security interest in the
 Trust Estate (other than with respect to a tax, mechanics' or similar liens);
 or

                  (e) voluntarily dissolve or liquidate in whole or in part.

                  Section 3.09. STATEMENTS AS TO COMPLIANCE

                  The Issuer will deliver to the Indenture Trustee, within 120
days after the end of each fiscal year of the Issuer (commencing within 120 days
after the end of the fiscal year 2001), an Officer's Certificate stating, as to
the Authorized Officer signing such Officer's Certificate, that:

                    (a) a review of the activities of the Issuer during the
12-month period ending at the end of such fiscal year (or in the case of the
fiscal year ending December 31, 2001, the period from the Closing Date to
December 31, 2001) and of performance under this Indenture has been made under
such Authorized Officer's supervision; and

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

                                       31
<PAGE>

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

                  Section 3.10. ISSUER MAY CONSOLIDATE, ETC., ONLY ON CERTAIN
TERMS.

                  The Issuer shall not consolidate or merge with or into any
other Person or convey or transfer its properties and assets substantially as an
entirety to any Person, unless:

                    (a) the Person (if other than the Issuer) formed by or
  surviving such consolidation or merger or that acquires by conveyance or
  transfer the properties and assets of the Issuer substantially as an entirety
  (1) shall be a Person organized and existing under the laws of the United
  States of America or any state or the District of Columbia and (2) shall
  expressly assume, by an indenture supplemental hereto, executed and delivered
  to the Indenture Trustee, in a form satisfactory to the Indenture Trustee the
  due and punctual payment of the principal of and interest on all Notes and the
  performance of every covenant of this Indenture on the part of the Issuer to
  be performed or observed all as provided herein;

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

                    (c) the Issuer shall have delivered to the Indenture Trustee
  an Officer's Certificate and an Opinion of Counsel each stating that (1) such
  consolidation, merger, conveyance or transfer and such supplemental indenture
  comply with this SECTION 3.10, (2) all conditions precedent herein provided
  for relating to such transaction have been complied with (including any filing
  or other action required by the Exchange Act), and (3) such supplemental
  indenture is duly authorized, executed and delivered and is valid, binding and
  enforceable against such Person;

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

                    (e) the Issuer shall have received a Tax Opinion dated the
  date of such consolidation, merger or transfer (and shall have delivered
  copies thereof to the Indenture Trustee); and

                    (f) any action that is necessary to maintain the perfection
   of the lien and security interest created by this Indenture shall have been
   taken.

                    Except as specifically provided for in the Transaction
   Documents, the Issuer shall not convey or transfer its properties or assets
   substantially as an entirety, including those included in the Trust Estate,
   to any Person, unless:

                    (a) the Person that acquires by conveyance or transfer the
 properties and assets of the Issuer the conveyance or transfer or which is
 hereby restricted shall (A) be a United States citizen or a Person organized
 and existing under the laws of the United States of America or any state
 (including the District of Columbia), (B) 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


                                       32
<PAGE>

the performance or observance of every agreement and covenant of this Indenture
on the part of the Issuer to be performed or observed, all as provided herein,
(C) expressly agree by means of such supplemental indenture that all right,
title and interest so conveyed or transferred shall be subject and subordinate
to the rights of Holders of the Notes, (D) unless otherwise provided in such
supplemental indenture, expressly agree to indemnify, defend and hold harmless
the Issuer against and from any loss, liability or expense arising under or
related to this Indenture and the Notes and (E) expressly agree by means of such
supplemental indenture that such Person (or if a group of Persons, then one
specified Person) shall make all filings with the Commission (and any other
appropriate Person) required by the Exchange Act in connection with the Notes;

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

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

                  (d) the Issuer shall have received a Tax Opinion dated the
date of such conveyance or transfer (and shall have delivered copies thereof to
the Indenture Trustee);

                  (e) any action that is necessary to maintain the perfection of
the lien and security interest created by this Indenture shall have been taken;
and

                  (f) the Issuer shall have delivered to the Indenture Trustee
an Officer's Certificate and an Opinion of Counsel each stating that such
conveyance or transfer and such supplemental indenture comply with this Section
and that all conditions precedent herein provided for relating to such
transaction have been complied with (including any filing or other action
required by the Exchange Act).

                  Section 3.11. SUCCESSOR SUBSTITUTED.

                  (a) Upon any consolidation or merger, or any conveyance or
transfer of the properties and assets of the Issuer substantially as an entirety
in accordance herewith, the Person formed by or surviving such consolidation or
merger (if other than the Issuer) or the Person to which such conveyance or
transfer is made 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) In the event of any such conveyance or transfer, the
Person named as the Issuer in the first paragraph of this Indenture or any
successor which shall theretofore have become such in the manner prescribed in
this Section shall be released from its obligations under this Indenture as
issued immediately upon the effectiveness of such conveyance or transfer,
provided that the Issuer shall not be released from any obligations or
liabilities to the Indenture Trustee or the Noteholders arising prior to such
effectiveness.

                   Section 3.12. NO OTHER BUSINESS.

                   The Issuer shall not engage in any business other than the
  purpose and powers set forth in SECTION 2.03 of the Trust Agreement and all
  activities incidental thereto.


                                       33
<PAGE>

                  Section 3.13. NO BORROWING.

                  The Issuer shall not issue, incur, assume, guarantee or
otherwise become liable, directly or indirectly, for any indebtedness except as
contemplated by the Transaction Documents and the Notes.

                  Section 3.14. GUARANTEES, LOANS, ADVANCES AND OTHER
LIABILITIES.

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

                  Section 3.15. REMOVAL OF ADMINISTRATOR.

                  So long as any Notes are outstanding, the Issuer shall not
remove the Administrator without cause unless the Rating Agency Condition shall
have been satisfied in connection with such removal.

                  Section 3.16. TAX TREATMENT.

                  Unless otherwise specified in the applicable Indenture
Supplement with respect to a particular Series, the Issuer has entered into this
Indenture, and the Notes will be issued, with the intention that, for federal,
state and local income and franchise tax purposes, (i) the Notes will qualify as
indebtedness secured by the Receivables and (ii) the Issuer shall not be treated
as an association or publicly traded partnership taxable as a corporation. The
Issuer, by entering into this Agreement, and each Noteholder, by the acceptance
of any such Note (and each beneficial owner of a Note, by it's acceptance of an
interest in the applicable Note), agree to treat such Notes for federal, state
and local income and franchise tax purposes as indebtedness of the Issuer. Each
Holder of such Note agrees that it will cause any beneficial owner of such Note
acquiring an interest in a Note through it to comply with this Agreement as to
treatment of indebtedness under applicable tax law, as described in this SECTION
3.16. The parties hereto agree that they shall not cause or permit the making,
as applicable, of any election under Treasury Regulation Section 301.7701-3
whereby the Issuer or any portion thereof would be treated as a corporation for
federal income tax purposes and, except as required by SECTION 6.14 of this
Indenture, shall not file tax returns or obtain any federal employer
identification number for the Issuer, but shall treat the Issuer as a security
device or disregarded entity for federal income tax purposes. The provisions of
this Indenture shall be construed in furtherance of the foregoing intended tax
treatment.

                  Section 3.17. NOTICE OF EVENTS OF DEFAULT.

                  The Issuer agrees to give the Indenture Trustee and the Rating
Agencies prompt written notice of each Event of Default hereunder and,
immediately after obtaining knowledge of any of the following occurrences,
written notice of each default on the part of the Servicer or the


                                       34
<PAGE>

Transferor of its obligations under the Transfer and Servicing Agreement and
each default on the part of a Seller of its obligations under the Receivables
Purchase Agreements.

                  Section 3.18. FURTHER INSTRUMENTS AND ACTS.

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

                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

                  Section 4.01. SATISFACTION AND DISCHARGE OF THIS INDENTURE.

                  This Indenture shall cease to be of further effect with
respect to the Notes except as to (a) rights of registration of transfer and
exchange, (b) substitution of mutilated, destroyed, lost or stolen Notes, (c)
the rights of Noteholders to receive payments of principal thereof and interest
thereon, (d) SECTIONS 3.03, 3.08, 3.09, 3.11, 3.12 and 11.17, (e) the rights and
immunities of the Indenture Trustee hereunder, including the rights of the
Indenture Trustee under SECTION 6.07, and the obligations of the Indenture
Trustee under SECTION 4.02, and (f) the rights of Noteholders as beneficiaries
hereof with respect to the property so deposited with the Indenture Trustee and
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 when

                  (i) either:

                           (A) all Notes theretofore authenticated and delivered
                  (other than (1) Notes which have been destroyed, lost or
                  stolen and which have been replaced or paid as provided in
                  SECTION 2.06, and (2) Notes for whose full payment money has
                  theretofore been deposited in trust or segregated and held in
                  trust by the Indenture Trustee and thereafter repaid to the
                  Issuer or discharged from such trust, as provided in SECTION
                  3.03) have been delivered to the Indenture Trustee for
                  cancellation; or

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

                                    (I)     have become due and payable;

                                    (II)    will become due and payable in full
                                            at the Stated Maturity Date for such
                                            Notes; or

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


                                       35
<PAGE>

                  and the Issuer, in the case of (I), (II) or (III) above, 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 indebtedness on such Notes not
                  theretofore delivered to the Indenture Trustee for
                  cancellation when due at the Expected Principal Payment Date
                  or later Payment Date, at the Stated Maturity Date for such
                  Class or Series of Notes or the Redemption Date (if Notes
                  shall have been called for redemption pursuant to the
                  applicable Indenture Supplement), as the case may be;

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

                  (iii) the Issuer has delivered to the Indenture Trustee an
         Officer's Certificate, an Opinion of Counsel and (if required by the
         TIA or the Indenture Trustee) an Independent Certificate from a firm of
         certified public accountants, each meeting the applicable requirements
         of SECTION 11.01(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 4.02. APPLICATION OF TRUST MONEY.

                  All monies deposited with the Indenture Trustee pursuant to
SECTION 4.01 hereof shall be held in trust and applied by it, in accordance with
the provisions of the Notes, this Indenture and the applicable Indenture
Supplement, to make payments, either directly or through any Paying Agent, as
the Indenture Trustee may determine, to the Noteholders and for the payment in
respect of which such monies have been deposited with the Indenture Trustee, of
all sums due and to become due thereon for principal and interest; but such
monies need not be segregated from other funds except to the extent required
herein or in the Transfer and Servicing Agreement or required by law.

                                   ARTICLE V

                              DEFAULTS AND REMEDIES

                  Section 5.01. EARLY REDEMPTION EVENTS.

                  An "EARLY REDEMPTION EVENT" with respect to any Outstanding
Note of any Series or Class means any Early Redemption Event specified in the
related Indenture Supplement or any one of the following events:

                  (a) an Insolvency Event relating to the Transferor or an
Account Owner shall have occurred; or

                  (b) The Issuer shall have become subject to regulation by
the Commission as an "investment company" under the Investment Company Act of
1940, as amended.

                                       36
<PAGE>

                  The occurrence of either of the events described in (a) and
(b) above will cause an Early Redemption Event (or if so provided in the
Indenture Supplement for a Series, a Reinvestment Event) for every Series
outstanding. Upon the occurrence of any Early Redemption Event, a Redemption
Period shall commence and payment on the Notes of each Series will be made in
accordance with the terms of the related Indenture Supplement.

                  Section 5.02. EVENTS OF DEFAULT.

                  An "EVENT OF DEFAULT" with respect to any Outstanding Note of
any Series means any one of the following events (whatever the reason for such
Event of Default and whether it shall be voluntary or involuntary or be effected
by operation of law or pursuant to any judgment, decree or order of any court or
any order, rule or regulation of any administrative or governmental body):

                  (a) default in the payment of principal of any Note of that
Series when the same becomes due and payable; or

                  (b) default in the payment of any interest on any Note of
that Series when the same becomes due and payable and such default shall
continue for a period of thirty-five (35) days; or

                  (c) default in the performance or observance of any covenant
or agreement of the Issuer made in this Indenture in respect of the Notes of
that Series (other than a covenant or agreement, a default in the performance or
observance of which is elsewhere in this Section specifically dealt with) (all
of such covenants and agreements in this Indenture which are not expressly
stated to be for the benefit of a particular Series shall be considered to be
for the benefit of the Notes of all Series), or any representation or warranty
of the Issuer made in this Indenture or in any certificate or other writing
delivered pursuant hereto or in connection herewith proving to have been
incorrect in any material respect as of the time when the same shall have been
made, which default has a material adverse effect on the interests of the
Noteholders of that Series (or all Series, as applicable) and continues
unremedied for sixty (60) days after the date on which written notice of such
failure, requiring the same to be remedied (a "NOTICE OF DEFAULT"), shall have
been given, by registered or certified mail, return receipt requested (i) to the
Issuer by the Indenture Trustee or any Series Enhancer, or (ii) to the Issuer
and the Indenture Trustee by Noteholders of any outstanding Series holding Notes
evidencing not less than fifty (50) percent of the outstanding principal amount
for such Series (or all Series, as applicable); or

                  (d) the commencement of an action seeking a decree or order
for relief by a court having jurisdiction in the premises in respect of the
Issuer in an involuntary case under any applicable federal or state bankruptcy,
insolvency or other similar law now or hereafter in effect, or the appointment
of a receiver, conservator, liquidator, assignee, custodian, trustee,
sequestrator or similar official for the Issuer, or the winding-up or
liquidation of the Issuer's affairs, and such decree, order, appointment or
other relief shall have been entered or granted or such action shall remain
unstayed and in effect for a period of sixty (60) consecutive days; or

                  (e) the commencement by the Issuer of a voluntary case under
any applicable federal or state bankruptcy, insolvency or other similar law now
or hereafter in effect, or the


                                       37
<PAGE>

consent by the Issuer to the commencement of an action seeking the entry of an
order for relief in an involuntary case under any such law, or the consent by
the Issuer to the appointment of or the taking possession by a receiver,
liquidator, assignee, custodian, trustee, sequestrator, conservator or similar
official of the Issuer, or the making by the Issuer of any general assignment
for the benefit of creditors, or the failure by the Issuer generally to pay, or
admit in writing its inability to pay, its debts as such debts become due, or
the taking of action by the Issuer in furtherance of any of the foregoing.

                  The Issuer shall deliver to the Indenture Trustee, within five
(5) days after the occurrence of any Default, written notice in the form of an
Officer's Certificate of such Default, its status and what action the Issuer is
taking or proposes to take with respect thereto.

                  Section 5.03. ACCELERATION OF MATURITY; RESCISSION AND
ANNULMENT.

                  (a) If an Event of Default described in paragraph (a), (b) or
(c) of SECTION 5.02 should occur and be continuing for a Series, then and in
every such case the Indenture Trustee or the Holders of Notes representing not
less than a majority of the outstanding principal amount of that Series may
declare all the Notes of that Series to be immediately due and payable, by a
notice in writing to the Issuer (and to the Indenture Trustee if declared by
Noteholders), and upon any such declaration the unpaid principal amount of the
Notes, together with accrued or accreted and unpaid interest thereon through the
date of acceleration, shall become immediately due and payable.

                  (b) If an Event of Default described in paragraph (d) or (e)
of SECTION 5.02 should occur and be continuing, then the unpaid principal of the
Notes, together with the accrued or accreted and unpaid interest thereon through
the date of acceleration, shall automatically become, and shall be considered to
be declared, due and payable.

                  (c) At any time after such declaration of acceleration of
maturity has been made and before a judgment or decree for payment of the money
due has been obtained by the Indenture Trustee as hereinafter in this ARTICLE V
provided, the Holders of Notes representing not less than a majority of the
outstanding principal amount of the Notes of such Series, by written notice to
the Issuer and the Indenture Trustee, may rescind and annul such declaration and
its consequences if:

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

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

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

                    (ii) all Events of Default, other than the nonpayment of the
              principal of the Notes that has become due solely by such
              acceleration, have been cured or waived as provided in SECTION
              5.14.


                                       38
<PAGE>

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

                  Section 5.04. COLLECTION OF INDEBTEDNESS AND SUITS FOR
ENFORCEMENT BY INDENTURE TRUSTEE.

                 (a) The Issuer covenants that if (1) default is made in the
payment of any interest on any Note when the same becomes due and payable, and
such default continues for a period of thirty-five (35) days following the date
on which it became due and payable or (2) default is made in the payment of
principal of any Note, if and to the extent not previously paid when the same
becomes due and payable, the Issuer will, upon demand of the Indenture Trustee,
immediately pay to the Indenture Trustee for the benefit of the Noteholders the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal and, to the extent that payments of such
interest shall be legally enforceable, upon overdue installments of interest at
the applicable Interest Rate and, in addition thereto, such further amount as
shall be sufficient to cover the costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee, its agents and outside counsel.

                 (b) If the Issuer fails to pay such amounts forthwith 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 Trust Estate or the property of another
obligor on the Notes, wherever situated, the monies adjudged or decreed to be
payable in the manner provided by law.

                 (c) If an Event of Default occurs and is continuing, the
Indenture Trustee may, in its discretion and subject to the provisions of
SECTION 5.03, SECTION 5.05, SECTION 5.13 and SECTION 6.01, proceed to protect
and enforce its rights and the rights of the Noteholders of the affected Series
(or all Series, as applicable) under this Indenture by such appropriate
Proceedings as the Indenture Trustee shall deem most effectual to protect and
enforce any such rights, whether for the specific enforcement of any covenant or
agreement contained in this Indenture or in aid of the exercise of any power
granted in this Indenture, or to enforce any other proper remedy or legal or
equitable right vested in the Indenture Trustee by this Indenture or by law.

                 (d) In case there shall be pending, relative to the Issuer or
any other obligor upon the Notes of the affected Series 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, now or hereafter in effect or in case a
receiver, conservator, assignee or trustee in bankruptcy or reorganization,
liquidator, sequestrator, custodian or other 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 the creditors or property of the Issuer or such other
obligor or Person, the Indenture Trustee, regardless whether the principal of
any Notes shall then be due and payable as therein expressed or by declaration
or otherwise and regardless whether the Indenture Trustee shall have made any
demand pursuant to the provisions of this SECTION 5.04, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:


                                       39
<PAGE>

          (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 of such
     Series, 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 Indenture 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
     Indenture Trustee, except as a result of negligence or bad faith) and of
     the Noteholders of such Series, allowed in any Proceedings relative to the
     Issuer or other obligor upon the Notes, or to the creditors or property of
     the Issuer or such other obligor,

          (ii) unless prohibited by applicable law and regulations, to vote on
     behalf of the Noteholders of such Series, in any election of a trustee or a
     standby trustee in arrangement, reorganization, liquidation or other
     bankruptcy or insolvency Proceedings or a Person performing similar
     functions in comparable Proceedings, and

          (iii) to collect and receive any monies or other property payable or
     deliverable on any such claims, and to distribute all amounts received with
     respect to the claims of the Noteholders of such Series and of the
     Indenture Trustee on their behalf and 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 the Notes of such
     Series, allowed in any judicial Proceedings relative to the Issuer;

and any trustee, receiver or liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, and, in the event that the Indenture Trustee
shall consent to the making of payments directly to such Noteholders, to pay to
the Indenture Trustee such amounts as shall be sufficient to cover reasonable
compensation to the Indenture Trustee, each predecessor Indenture Trustee and
their respective agents, attorneys and counsel, and all other expenses and
liabilities incurred, and all advances made, by the Indenture Trustee and each
predecessor Indenture 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, arrangement, adjustment or
composition affecting the Notes or the rights of any Noteholder 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 action or Proceedings
instituted by the Indenture Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment, subject to the payment of the
expenses, disbursements and compensation of the Indenture Trustee, each
predecessor Indenture Trustee and their respective agents and attorneys, shall
be for the benefit of the Holders of the Notes of the affected Series as
provided herein.

                                       40
<PAGE>

                 (g) In any Proceedings brought by the Indenture Trustee (except
with respect to 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 of the affected Series,
and it shall not be necessary to make any such Noteholder party to any such
Proceedings.

                 Section 5.05. REMEDIES; PRIORITIES.

                 (a) If an Event of Default shall have occurred and be
continuing for any Series, and the Notes of such Series have been accelerated
under SECTION 5.03, the Indenture Trustee shall (subject to SECTIONS 5.06 and
11.17), do one or more of the following:

               (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 of the affected Series or under this Indenture
                    with respect thereto, whether by declaration or otherwise,
                    enforce any judgment obtained, and collect from the Issuer
                    the portion of the Trust Estate allocated to such Series and
                    from any other obligor upon such Notes monies adjudged due;

               (ii) sell all or a portion of the Issuer's interest in the
                    Principal Receivables, in an amount not to exceed the
                    Allocation Amount for the accelerated Series, and the
                    related Finance Charge Receivables, as shall constitute a
                    part of the Trust Estate (or rights of interest therein), at
                    one or more public or private sales called and conducted in
                    any manner permitted by law; and

              (iii) subject to the last paragraph of this SECTION 5.05(a), take
                    any other appropriate action to protect and enforce the
                    rights and remedies of the Indenture Trustee or the
                    Noteholders of the accelerated Series hereunder;

PROVIDED, HOWEVER, that the Indenture Trustee may not exercise the remedy in
subparagraph (ii) above unless (A) the Holders of 100% of the outstanding
principal amount of the Notes of the accelerated Series consent thereto, (B) the
Indenture Trustee determines that the proceeds of such sale distributable to the
Noteholders of the affected Series are sufficient to discharge in full all
amounts then due and unpaid upon such Notes for principal and interest or (C)
the Indenture Trustee determines that the Trust Estate may 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 the Holders of not
less than 66 2/3% of the outstanding principal amount of the Notes of each Class
of such affected Series. 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 feasibility of such proposed action and as to
the sufficiency of the Trust Estate for such purpose.

                   The remedies provided in this SECTION 5.05(a) are the
exclusive remedies provided to the Noteholders for an Event of Default, and each
of the Noteholders (by their acceptance of their respective interest in the
Notes) and the Indenture Trustee hereby expressly waive any other remedy that
may be available under the applicable UCC.


                                       41
<PAGE>

                 (b) If the Indenture Trustee collects any money or property for
a Series pursuant to this ARTICLE V following the acceleration of the maturities
of the Notes for such Series pursuant to SECTION 5.03 (so long as such
declaration shall not have been rescinded or annulled), it shall pay out the
money or property in the following order:

                  FIRST:  to the Indenture Trustee for amounts due pursuant to
         SECTION 6.07;

                  SECOND: to Holders of Notes of such Series for amounts due and
         unpaid on such Notes for interest, in respect of which or for the
         benefit of which such money has been collected, ratably, without
         preference or priority of any kind except for preferences or priorities
         specified in and in accordance with the related Indenture Supplement,
         according to the amounts due and payable on such Notes for interest
         according to the terms of the related Indenture Supplement;

                  THIRD: to Holders of Notes of such Series for amounts due and
         unpaid on such Notes for principal, in respect of which or for the
         benefit of which such money has been collected, ratably, without
         preference or priority of any kind except for preferences or priorities
         specified in and in accordance with the related Indenture Supplement,
         according to the amounts due and payable on such Notes for principal
         according to the terms of the related Indenture Supplement;

                  FOURTH:  to any Series Enhancer for such Series for amounts
         due and unpaid to such Series Enhancer under the Series Enhancement,
         in respect of which or for the benefit of which such money has been
         collected, according to the terms of the Series Enhancement; and

                  FIFTH:  to the Issuer for distribution pursuant to the Trust
         Agreement.

                 (c) In addition to the application of money or property
referred to in SECTION 5.05(b) for an accelerated Series, amounts then held in
the Collection Account, Special Funding Account or Series Accounts for such
Series and any amounts available under the Series Enhancement for such Series
shall be used to make payments to the Holders of the Notes of such Series and
the Series Enhancer for such Series in accordance with the terms of this
Indenture, the related Indenture Supplement and the Series Enhancement for such
Series. Following the sale of the Trust Estate (or portion thereof) for a Series
and the application of the proceeds of such sale to such Series and the
application of the amounts then held in the Collection Account, the Special
Funding Account and any Series Accounts for such Series as are allocated to such
Series and any amounts available under the Series Enhancement for such Series,
such Series shall no longer be entitled to any allocation of Collections or
other property constituting the Trust Estate under this Indenture and the Notes
of such Series shall no longer be Outstanding.

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

                  Section 5.06. OPTIONAL PRESERVATION OF THE TRUST ESTATE.


                                       42
<PAGE>

                  If the Notes of any Series have been declared to be due and
payable under SECTION 5.03 following an Event of Default and such declaration
and its consequences have not been rescinded and annulled, and the Indenture
Trustee has not received directions from the Noteholders under SECTION 5.13, the
Indenture Trustee may, but need not, elect to maintain possession of the portion
of the Trust Estate allocated to such Notes. 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 maintain
possession of the Trust Estate allocated to such Notes. In determining whether
to 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 5.07. INDENTURE TRUSTEE MAY ENFORCE CLAIMS WITHOUT
POSSESSION OF NOTES.

                  All rights of action and claims under the 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 and any other parties entitled
thereto pursuant to the applicable Indenture Supplement in respect of which such
judgment has been obtained.

                  Section 5.08. LIMITATION ON SUITS.

                  No Noteholder shall have any right to institute any
Proceedings, judicial or otherwise, with respect to this Indenture, or for the
appointment of a receiver or trustee, or for any other remedy hereunder, unless:

                  (a) the Holders of not less than 25% of the aggregate
 outstanding principal amount of all Series (or, with respect to any such
 action, suit or proceeding that does not relate to all Series, Holders of not
 less than 25% of the aggregate outstanding principal amount of all Series to
 which such action or proceeding relates) have made written request to the
 Indenture Trustee to institute such proceeding in its own name as Indenture
 Trustee;

                  (b) such Noteholder or Noteholders has previously given
written notice to the Indenture Trustee of a continuing Event of Default;

                  (c) such Noteholder or Noteholders has offered to the
Indenture Trustee reasonable indemnity against the costs, expenses and
liabilities to be incurred in compliance with such request;

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

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<PAGE>

                  (e) no direction inconsistent with such written request has
been given to the Indenture Trustee during such sixty-day period by the Holders
of a majority of the outstanding principal amount of the Notes of such Series
(or all Series, as applicable);

it being understood and intended that no one or more Noteholders of the affected
Series shall have any right in any manner whatsoever by virtue of, or by
availing of, any provision of this Indenture to affect, disturb or prejudice the
rights of any other Noteholders or to obtain or to seek to obtain priority or
preference over any other Noteholders or to enforce any right under this
Indenture, except in the manner herein provided and for the equal and ratable
benefit of all the Noteholders except as may otherwise be specified in any
applicable Indenture Supplement.

                   In the event the Indenture Trustee shall receive conflicting
  or inconsistent requests and indemnity from two (2) or more groups of
  Noteholders of the affected Series or of all Series, as the case maybe, each
  representing less than a majority of the outstanding principal amount of Notes
  under such Series, the Indenture Trustee in its sole discretion may determine
  what action, if any, shall be taken, notwithstanding any other provisions of
  this Indenture.

                   Section 5.09. UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
PRINCIPAL AND INTEREST.

                  Notwithstanding any other provision in this Indenture, each
Noteholder shall have the right which is absolute and unconditional to receive
payment of the principal (and premium, if any) of and interest in respect of
such Note as such principal and interest becomes due and payable and to
institute suit for the enforcement of any such payment, and such right shall not
be impaired without the consent of such Noteholder.

                  Section 5.10. 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, 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 Noteholder 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 5.11. RIGHTS AND REMEDIES CUMULATIVE.

                  Except as provided in SECTION 5.05, no right, remedy, power or
privilege herein conferred upon or reserved to the Indenture Trustee or to the
Noteholders is intended to be exclusive of any other right, remedy, power or
privilege, and every right, remedy, power or privilege shall, to the extent
permitted by law, be cumulative. The assertion or exercise of any right or
remedy shall not preclude any other further assertion or the exercise of any
other appropriate right or remedy.

                  Section 5.12. DELAY OR OMISSION NOT WAIVER.

                  No failure to exercise and no delay in exercising, on the part
of the Indenture Trustee or of any Noteholder or other Person, any right or
remedy occurring hereunder upon any


                                       44
<PAGE>

Event of Default shall impair any such right or remedy or constitute a waiver
thereof of any such Event of Default or an acquiescence therein. Every right and
remedy given by this ARTICLE V 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 5.13. CONTROL BY NOTEHOLDERS.

                  The Holders of a majority of the outstanding principal amount
of the Notes of any Series, if an Event of Default has occurred and is
continuing for such Series, shall have the right to direct the time, method and
place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes of such Series or exercising any trust or
power conferred on the Indenture Trustee with respect to the Notes of such
Series; PROVIDED, HOWEVER, that, subject to SECTION 6.01 and SECTION 6.03(d):

                 (a) the Indenture Trustee shall have the right to decline any
such direction if the Indenture Trustee, after being advised by counsel,
determines that the action so directed is in conflict with any rule of law or
with this Indenture; and

                 (b) the Indenture Trustee shall have the right to decline any
such direction if the Indenture Trustee in good faith shall, by a Responsible
Officer of the Indenture Trustee, determine that the Proceedings so directed
would be illegal or involve the Indenture Trustee in personal liability or be
unjustly prejudicial to the Noteholders not parties to such direction.

                  Section 5.14. WAIVER OF PAST DEFAULTS.

                  Prior to the declaration of the acceleration of the maturity
of the Notes of a Series as provided in SECTION 5.03, the Holders of a majority
of the outstanding principal amount of the Notes of such Series may, on behalf
of all such Noteholders, waive in writing any past default with respect to the
Notes of such Series and its consequences (including an Event of Default),
except a default:

                  (a) in the payment of the principal (or premium, if any) or
interest in respect of any Note of such Series, or

                  (b) in respect of a covenant or provision hereof that under
SECTION 9.02 hereof cannot be modified or amended without the consent of the
Noteholder of each Outstanding Note of such Series affected.

                  Upon any such written waiver, such default, and any Event of
Default arising therefrom, shall cease to exist and shall be deemed to have been
cured for every purpose of this Indenture; PROVIDED that no such waiver shall
extend to any subsequent or other default or Event of Default or impair any
right consequent thereon.

                  Section 5.15. UNDERTAKING FOR COSTS.

                  All parties to this Indenture agree, and each Noteholder by
its acceptance thereof shall be deemed to have agreed, that any court may in its
discretion require, in any suit for the enforcement of any right or remedy under
this Indenture, or in any suit against the Indenture Trustee for any action
taken, suffered or omitted by it as Indenture Trustee, the filing by any


                                       45
<PAGE>

party litigant in such suit of an undertaking to pay the costs of such suit, and
that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; PROVIDED that the provisions of this Section shall not apply to (a)
any suit instituted by the Indenture Trustee, (b) any suit instituted by any
Noteholder, or group of Noteholders (in compliance with SECTION 5.08), in each
case holding in the aggregate more than 10% of the principal balance of the
outstanding Notes of a Series, or (c) any suit instituted by any Noteholder for
the enforcement of the payment of the principal of or interest on any Note on or
after the date on which any of such amounts was due pursuant to the terms of
such Note or the applicable Indenture Supplement (or, in the case of redemption,
on or after the applicable Redemption Date).

                  Section 5.16. WAIVER OF STAY OR EXTENSION LAWS.

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

                  Section 5.17. ACTION ON NOTES.

                  The Indenture Trustee's right to seek and recover judgment on
the Notes or under the Indenture shall not be affected by the seeking or
obtaining of or application for any other relief under or with respect to the
Indenture. Neither the lien of the 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. Subject to SECTION 5.05, any money or property
collected by the Indenture Trustee shall be applied as specified in the
applicable Indenture Supplement.

                   Section 5.18. SALE OF RECEIVABLES.

                  (a) The method, manner, time, place and terms of any sale of
Receivables (or interests therein) pursuant to SECTION 5.05(a)(ii) shall be
commercially reasonable. The Indenture Trustee may from time to time postpone
any sale by public announcement made at the time and place of such sale. The
Indenture Trustee hereby expressly waives its right to any amount fixed by law
as compensation for any sale.

                  (b) The Indenture Trustee is hereby irrevocably appointed
the agent and attorney-in-fact of the Issuer in connection with any sale of
Receivables pursuant to SECTION 5.05(a)(ii). No purchaser or transferee at any
such sale shall be bound to ascertain the Indenture Trustee's authority, inquire
into the satisfaction of any conditions precedent or see to the application of
any monies.

                                       46
<PAGE>

                  (c) In its exercise of the foreclosure remedy pursuant to
SECTION 5.05(a)(ii), the Indenture Trustee shall solicit bids from Permitted
Assignees for the sale of Principal Receivables, in an amount equal to the
Allocation Amount of the accelerated Series of Notes at the time of sale, and
the related Finance Charge Receivables, as shall constitute a part of the Trust
Estate. The Transferor or any of its affiliates who are Permitted Assignees
(other than CompuCredit) shall be entitled to participate in, and to receive
from the Indenture Trustee a copy of each other bid submitted in connection
with, such bidding process; provided that (a) at least one participant other
than the Transferor and any of its affiliates must submit a bona fide offer, and
(b) the Transferor and any of its affiliates are prohibited from bidding an
amount which exceeds fair value for the transferred assets. The Indenture
Trustee shall sell such Receivables (or interests therein) to the bidder with
the highest cash purchase offer. The proceeds of any such sale shall be applied
in accordance with SECTION 5.05(b).

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

                  Section 6.01. DUTIES OF THE INDENTURE TRUSTEE.

                 (a) If an Event of Default with respect to a Series of Notes
has occurred (which has not been cured or waived) and a Responsible Officer of
the Indenture Trustee shall have actual knowledge or written notice of such
Event of Default, the Indenture Trustee shall, prior to the receipt of
directions, if any, from the Holders of not less than 50% of the outstanding
principal amount of such Series, exercise the rights and powers vested in it by
this Indenture and use the same degree of care and skill in their exercise as a
prudent person would exercise or use under the circumstances in the conduct of
such person's own affairs.

                 (b) Except during the continuance of an Event of Default:
(i) the Indenture Trustee undertakes to perform such duties and only such duties
as are specifically set forth in this Indenture, and no implied duties or
covenants by the Indenture Trustee shall be read into this Indenture; and (ii)
in the absence of bad faith or negligence on its part the Indenture Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon certificates or opinions furnished to the
Indenture Trustee and conforming to the requirements of this Indenture;
PROVIDED, HOWEVER, that the Indenture Trustee, upon receipt of any resolutions,
certificates, statements, opinions, reports, documents, orders or other
instruments furnished to the Indenture Trustee which are specifically required
to be furnished pursuant to any provision of this Indenture, shall examine them
to determine whether they substantially conform to the requirements of this
Indenture or any Indenture Supplement. The Indenture Trustee shall give prompt
written notice to the Servicer, the Issuer and each Rating Agency of any
material lack of conformity of any such instrument to the applicable
requirements of this Indenture discovered by the Indenture Trustee which would
entitle the Holders of a specified percentage of the outstanding principal
amount of the Notes of a Series or Class to take any action pursuant to this
Indenture or any Indenture Supplement.

                 (c) In case an Early Redemption Event or Reinvestment Event
with respect to a Series of Notes has occurred and is continuing and a
Responsible Officer shall have actual knowledge or written notice of such Early
Redemption Event or Reinvestment Event, the Indenture Trustee shall, prior to
the receipt of directions, if any, from the Holders of not less than


                                       47
<PAGE>

50% of the outstanding principal amount of such Series, exercise such of the
rights and powers vested in it by this Indenture, and use the same degree of
care and skill in their exercise, as a prudent person would exercise or use
under the circumstances in the conduct of such person's own affairs.

                 (d) No provision of this Indenture shall be construed to
relieve the Indenture Trustee from liability for its own negligent action, its
own negligent failure to act, or its own willful misconduct; PROVIDED, HOWEVER,
that:

                  (i) this paragraph (d) shall not be construed to limit the
         effect of paragraph (a) of this SECTION 6.01;

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

                  (iii) the Indenture Trustee shall not be liable with respect
         to any action taken, suffered or omitted to be taken by it in good
         faith in accordance with this Indenture and/or the direction of the
         Holders of a majority of the outstanding principal amount of all Series
         of Notes Outstanding (or, with respect to any such action that does not
         relate to all Series, the Holders of a majority of the aggregate
         outstanding principal amount of all Series of Notes Outstanding to
         which such action relates) relating to the time, method and place of
         conducting any proceeding for any remedy available to the Indenture
         Trustee, or for exercising any trust or power conferred upon the
         Indenture Trustee, under this Indenture;

                  (iv) subject to the provisions of the TIA and paragraphs (a)
         and (b) of this SECTION 6.01, the Indenture Trustee shall not be
         required to take notice of or be deemed to have notice or knowledge of
         any Event of Default, Early Redemption Event, Reinvestment Event or any
         other default unless a Responsible Officer of the Indenture Trustee has
         actual knowledge or shall have received written notice thereof. In the
         absence of receipt of such notice, the Indenture Trustee may
         conclusively assume that there is no default; and

                  (v) subject to the provisions of the TIA and paragraphs (a)
         and (b) of this SECTION 6.01, the Indenture Trustee shall have no duty
         (A) to see any recording, filing or depositing of this Indenture or any
         agreement referred to herein or any financing statement or continuation
         statement evidencing a security interest, or to see to the maintenance
         of any such recording or filing or depositing or to any rerecording,
         refiling or redepositing of any thereof, (B) to see any insurance or
         (C) to see to the payment or discharge of any tax, assessment, or other
         governmental charge or any lien or encumbrance of any kind owing with
         respect to, assessed or levied against, any part of the Trust Estate
         other than from funds available in the Collection Account.

                 (e) No provision of this Indenture shall require the Indenture
Trustee to expend or risk its own funds or otherwise incur any financial
liability in the performance of any of its duties hereunder or in the exercise
of any of its rights or powers if there is reasonable ground for believing that
repayment of such funds or adequate indemnity against such risk or


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<PAGE>

liability is not reasonably assured to it, and none of the provisions contained
in this Indenture shall in any event require the Indenture Trustee to perform,
or be responsible for the manner of performance of, any obligations of the
Servicer under the Transfer and Servicing Agreement except during such time, if
any, as the Indenture Trustee shall be the successor to, and be vested with the
rights, duties, powers and privileges of, the Servicer in accordance with the
terms of Article VII of the Transfer and Servicing Agreement.

                 (f) Every provision of this Indenture that in any way relates
to the Indenture Trustee is subject to subsections (a), (b), (c), (d) and (e) of
this SECTION 6.01.

                 (g) Except as expressly provided in this Indenture, the
Indenture Trustee shall have no power to vary the Trust Estate, including,
without limitation, by (i) accepting any substitute payment obligation for a
Receivable initially transferred to the Issuer under the Transfer and Servicing
Agreement, (ii) adding any other investment, obligation or security to the
Issuer or (iii) withdrawing from the Issuer any Receivables (except as otherwise
provided in the Receivables Purchase Agreements and the Transfer and Servicing
Agreement).

                 (h) The Indenture Trustee shall have no responsibility or
liability for investment losses on Eligible Investments (other than Eligible
Investments on which the institution acting as Indenture Trustee is an obligor).

                 (i) The Indenture Trustee shall notify each Rating Agency
immediately of the occurrence of any Default, Event of Default, Reinvestment
Event, Early Redemption Event or potential Reinvestment Event or Early
Redemption Event of which the Indenture Trustee has actual knowledge.

                 (j) In the event that the Paying Agent or the Note Registrar
shall fail to perform any obligation, duty or agreement in the manner or on the
day required to be performed by the Paying Agent or the Note Registrar, as the
case may be, under this Indenture, the Indenture Trustee shall be obligated
promptly upon actual knowledge of a Responsible Officer thereof to perform such
obligation, duty or agreement in the manner so required.

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

                 Section 6.02. NOTICE OF EARLY REDEMPTION EVENT, REINVESTMENT
EVENT OR EVENT OF DEFAULT.

                  Upon the occurrence of any Early Redemption Event,
Reinvestment Event or Event of Default of which a Responsible Officer of the
Indenture Trustee has actual knowledge or has received notice thereof, the
Indenture Trustee shall transmit by mail to all Noteholders as their names and
addresses appear on the Note Register and the Rating Agencies, notice of such
Early Redemption Event, Reinvestment Event or Event of Default hereunder known
to the Indenture Trustee within thirty (30) days after it occurs or within ten
(10) Business Days after it receives such notice or obtains actual notice, if
later.


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<PAGE>

                 Section 6.03. CERTAIN MATTERS AFFECTING THE INDENTURE TRUSTEE.

                 Except as otherwise provided in SECTION 6.01 hereof:

                 (a) the Indenture Trustee may conclusively rely and shall fully
be protected in acting or refraining from acting in accordance with any
resolution, certificate, statement, instrument, Officer's Certificate, opinion,
report, notice, request, direction, consent, order, bond, note, or other paper
or document reasonably believed by it to be genuine and to have been signed or
presented to it pursuant to this Indenture by the proper party or parties;

                 (b) except during the continuance of an Event of Default,
whenever in the administration of this Indenture the Indenture Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Indenture Trustee (unless other
evidence is specifically prescribed herein) may, in the absence of bad faith on
its part, rely upon an Officer's Certificate of the Issuer;

                 (c) as a condition to the taking, suffering or omitting of any
action by it hereunder, the Indenture Trustee may consult with counsel and the
advice of such counsel or an Opinion of Counsel shall be full and complete
authorization and protection in respect of any action taken, suffered or omitted
by it hereunder in good faith and in accordance therewith;

                 (d) the Indenture Trustee shall be under no obligation to
exercise any of the rights or powers vested in it by this Indenture, or to honor
the request or direction of any of the Noteholders pursuant to this Indenture to
institute, conduct or defend any litigation hereunder in relation hereto, unless
such Noteholders shall have offered to the Indenture Trustee reasonable security
or indemnity against the costs, expenses and liabilities which might be incurred
by it in compliance with such request or direction; PROVIDED, HOWEVER, that
nothing contained herein shall relieve the Indenture Trustee of the obligations,
upon the occurrence of an Event of Default (which has not been cured or waived)
to exercise such of the rights and powers vested in it by this Indenture and to
use the same degree of care or skill in their exercise as a prudent person would
exercise or use under the circumstances in the conduct of his or her own
affairs;

                 (e) the Indenture Trustee shall not be bound to make any
investigation into the facts or matters stated in any resolution, certificate,
statement, instrument, opinion, report, notice, request, direction, consent,
order, bond, note or other paper or document, believed by it to be genuine, but
the Indenture Trustee, in its discretion, may make such further inquiry or
investigation into such facts or matters as it may see fit, and, if the
Indenture Trustee shall determine to make such further inquiry or investigation,
it shall be entitled to examine the books, records and premises of the Issuer
and the Servicer, personally or by agent or attorney;

                 (f) except as provided in SECTION 6.15 hereof, the Indenture
Trustee may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, attorneys, custodians or
nominees and the Indenture Trustee shall not be responsible for any misconduct
or negligence on the part of any agent, attorney, custodians or nominees
appointed with due care by it hereunder;

                 (g) the Indenture Trustee shall not be liable for any actions
taken, suffered or omitted by it in good faith and believed by it to be
authorized or within the discretion or rights or powers conferred upon the
Indenture Trustee by this Indenture;

                                       50
<PAGE>

                 (h) except as may be required by SECTION 6.01(b), the Indenture
Trustee shall not be required to make any initial or periodic examination of any
documents or records related to any of the Trust Estate for the purpose of
establishing the presence or absence of defects, the compliance by the Issuer
with its representations and warranties or for any other purpose;

                 (i) whether or not therein expressly so provided, every
provision of this Indenture relating to the conduct or affecting the liability
of or affording protection to the Indenture Trustee shall be subject to the
provisions of this Section;

                 (j) the Indenture Trustee shall have no liability with respect
to the acts or omissions of the Servicer (except and to the extent the Indenture
Trustee is the Servicer), including acts or omissions in connection with the
servicing, management or administration of Receivables; calculations made by the
Servicer whether or not reported to the Issuer or Indenture Trustee; and
deposits into or withdrawals from any accounts or funds established pursuant to
the terms of this Indenture; and

                 (k) in the event that the Indenture Trustee is also acting as
Paying Agent and Note Registrar, the rights and protections afforded to the
Indenture Trustee pursuant to this ARTICLE VI shall also be afforded to such
Paying Agent and Note Registrar.

                 Section 6.04. NOT RESPONSIBLE FOR RECITALS OR ISSUANCE OF
NOTES.

                 The recitals contained herein and in the Notes, except the
certificate of authentication of the Indenture Trustee, shall not be taken as
the statements of the Indenture Trustee, and the Indenture Trustee assumes no
responsibility for their correctness. The Indenture Trustee makes no
representation as to the validity or sufficiency of the Indenture, the Notes, or
any related document or as to the perfection or priority of any security
interest therein. The Indenture Trustee shall not be accountable for the use or
application by the Issuer of the proceeds from the Notes.

                  Section 6.05. INDENTURE TRUSTEE MAY HOLD NOTES.

                  The Indenture Trustee, any Paying Agent, the Note Registrar or
any other agent of the Issuer, in its individual or any other capacity, may
become the owner or pledgee of Notes and subject to SECTION 6.11(3),may
otherwise deal with the Issuer with the same rights it would have if it were not
Indenture Trustee, Paying Agent, Note Registrar or such other agent.

                  Section 6.06. MONEY HELD IN TRUST.

                  Money held by the Indenture Trustee in trust hereunder need
not be segregated from other funds held by the Indenture Trustee in trust
hereunder except to the extent required herein or required by law. The Indenture
Trustee shall be under no liability for interest on any money received by it
hereunder except (i) as otherwise agreed upon in writing by the Indenture
Trustee and the Issuer and (ii) with respect to Eligible Investments on which
the institution acting as Indenture Trustee is an obligor.


                                       51
<PAGE>

                  Section 6.07. COMPENSATION, REIMBURSEMENT AND INDEMNIFICATION.

                 (a) The Servicer shall pay to the Indenture Trustee from time
to time reasonable compensation for all services rendered by the Indenture
Trustee under this Indenture (which compensation shall not be limited by any law
on compensation of a trustee of an express trust). The Servicer shall reimburse
the Indenture Trustee for all reasonable out-of-pocket expenses incurred or made
by it (including without limitation expenses incurred in connection with notices
or other communications to the Noteholders), disbursements and advances incurred
or made by the Indenture Trustee in accordance with any of the provisions of
this Indenture (including any expenses incurred pursuant to SECTION 5.05 and
SECTION 5.06) , any of the Transaction Documents or any Series Enhancement. Such
expenses shall include the reasonable fees and out-of-pocket expenses,
disbursements and advances of the Indenture Trustee's agents, any co-trustee,
counsel, accountants and experts, except any such expense, disbursement or
advance as may arise from its negligence or bad faith and except as concerning
fees of the Servicer if and at such time as the Indenture Trustee is acting as
the Successor Servicer in accordance with the terms of the Transfer and
Servicing Agreement. The Servicer shall indemnify the Indenture Trustee against
any and all loss, liability or expense (including the reasonable fees of either
in-house counsel or outside counsel, but not both) incurred by it in connection
with the administration of this trust and the performance of its duties
hereunder. The Indenture Trustee shall notify the Issuer and the Servicer
promptly of any claim for which it may seek indemnity. Failure by the Indenture
Trustee to so notify the Issuer and the Servicer shall not relieve the Issuer or
the Servicer of its obligations hereunder unless such loss, liability or expense
could have been avoided with such prompt notification and then only to the
extent of such loss, expense or liability which could have been so avoided. The
Servicer shall defend any claim against the Indenture Trustee; PROVIDED,
HOWEVER, the Indenture Trustee may have separate counsel and, if it does, the
Servicer shall pay the fees and expenses of such counsel. Neither the Issuer nor
the Servicer need reimburse any expense or indemnify against any loss, liability
or expense incurred by the Indenture Trustee through the Indenture Trustee's own
willful misconduct, negligence or bad faith.

                 (b) The Servicer's payment obligations to the Indenture Trustee
pursuant to this Section shall survive the discharge of this Indenture;
provisions of this Section regarding the reimbursement and indemnification of
the Indenture Trustee shall survive the resignation and removal of the Indenture
Trustee and the discharge of this Indenture. When the Indenture Trustee incurs
expenses after the occurrence of an Event of Default specified in SECTION
5.02(d) or (e) with respect to the Issuer, the expenses are intended to
constitute expenses of administration under Title 11 of the United States Code
or any other applicable federal or state bankruptcy, insolvency or similar law.

                 (c) Notwithstanding anything herein to the contrary, the
Indenture Trustee's right to enforce any of the Servicer's payment obligations
pursuant to this SECTION 6.07 shall be subject to the provisions of SECTION
11.17.

                 Section 6.08. REPLACEMENT OF INDENTURE TRUSTEE.

                 (a) No resignation or removal of the Indenture Trustee and no
appointment of a successor Indenture Trustee shall become effective until the
acceptance of appointment by the successor Indenture Trustee pursuant to this
SECTION 6.08. The Indenture Trustee may resign at


                                       52
<PAGE>

any time by giving thirty (30) days prior written notice to the Issuer. The
Holders of a majority of the outstanding principal amount of the Notes may
remove the Indenture Trustee by so notifying the Indenture Trustee and may
appoint a successor Indenture Trustee. The Issuer shall remove the Indenture
Trustee if:

               (i) the Indenture Trustee fails to comply with SECTION 6.11;

               (ii) the Indenture Trustee shall consent to the appointment of a
          conservator or receiver or liquidator in any insolvency, readjustment
          of debt, marshalling of assets and liabilities or similar proceedings
          of or relating to the Indenture Trustee or all or substantially all of
          its property, or a decree or order of a court or agency or supervisory
          authority having jurisdiction in the premises for the appointment of a
          conservator or receiver or liquidator in any insolvency, readjustment
          of debt, marshalling of assets and liabilities or similar proceedings,
          or for the winding-up or liquidation of its affairs, shall have been
          entered against the Indenture Trustee; or the Indenture Trustee shall
          admit in writing its inability to pay its debts generally as they
          become due, file a petition to take advantage of any applicable
          insolvency or reorganization statute, make an assignment for the
          benefit of its creditors or voluntarily suspend payment of its
          obligations; or

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

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

                 (b) Any resignation or removal of the Indenture Trustee and
appointment of successor indenture trustee pursuant to any of the provisions of
this Section shall not become effective until acceptance of appointment by the
successor indenture trustee as provided in this SECTION 6.08(b).

                 (i) Any successor indenture trustee appointed as provided
          herein shall execute, acknowledge and deliver to the Issuer, to the
          Servicer and to its predecessor indenture trustee an instrument
          accepting such appointment hereunder, and thereupon the resignation or
          removal of the predecessor indenture trustee shall become effective
          and such successor indenture trustee, without any further act, deed or
          conveyance, shall become fully vested with all the rights, powers,
          duties and obligations of its predecessor hereunder, with like effect
          as if originally named as Indenture Trustee herein. The predecessor
          indenture trustee shall deliver to the successor indenture trustee all
          documents or copies thereof and statements held by it hereunder; and
          the Issuer and the predecessor indenture trustee shall execute and
          deliver such instruments and do such other things as may reasonably be
          required for fully and certainly vesting and confirming in the
          successor indenture trustee all such rights, powers, duties and
          obligations.

                 (ii) No successor indenture trustee shall accept appointment as
          provided in this Section unless at the time of such acceptance such
          successor indenture trustee shall be eligible under the provisions of
          SECTION 6.11.


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<PAGE>

                 (iii) Notwithstanding any other provisions herein, the
          appointment of a successor indenture trustee shall not be effective
          unless the Rating Agency Condition shall have been satisfied.

                 (iv) Upon acceptance of appointment by a successor indenture
          trustee as provided in this Section, such successor indenture trustee
          shall provide notice of such succession hereunder to all Noteholders
          and the Servicer shall provide such notice to each Rating Agency and
          each Series Enhancer.

                 (c) If a successor Indenture Trustee does not take office
within thirty (30) days after the retiring Indenture Trustee resigns or is
removed, the retiring Indenture Trustee, the Issuer or the Holders of a majority
of the outstanding principal amount of the Outstanding Notes may petition any
court of competent jurisdiction for the appointment of a successor Indenture
Trustee.

                 (d) If the Indenture Trustee ceases to be eligible in
accordance 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.

                 (e) Notwithstanding the replacement of the Indenture Trustee
pursuant to this Section, the Issuer's obligations under SECTION 6.07 shall
continue for the benefit of the retiring Indenture Trustee. No Indenture Trustee
under this Indenture shall be personally liable for any action or omission of
any successor indenture trustee.

                  Section 6.09. SUCCESSOR INDENTURE TRUSTEE BY MERGER.

                  If the Indenture Trustee consolidates with, merges or converts
into, or transfers all or substantially all its corporate trust business or
assets to, another corporation or banking association, the resulting, surviving
or transferee corporation or banking association without any further act shall
be the successor Indenture Trustee; PROVIDED that such corporation or banking
association shall be otherwise qualified and eligible under SECTION 6.11.

                   In case at the time such successor or successors by merger,
 conversion, consolidation or transfer 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 indenture
 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 in the name of the successor to the
 Indenture Trustee; and in all such cases such certificates shall have the full
 force which it is anywhere provided in the Notes or in this Indenture that the
 certificate of the Indenture Trustee shall have.

                   Section 6.10. APPOINTMENT OF CO-INDENTURE TRUSTEE OR SEPARATE
 INDENTURE TRUSTEE.

                   (a) Notwithstanding any other provisions of this Indenture,
 at any time, for the purpose of meeting any legal requirement of any
 jurisdiction in which any part of the Trust Estate may at the time be located,
 the Indenture Trustee shall have the power and may execute and deliver all
 instruments to appoint one or more Persons to act as a co-trustee or
 co-trustees,

                                       54
<PAGE>

or separate trustee or separate trustees, of all or any part of the Trust
Estate, 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 hereof,
and, subject to the other provisions of this Section, such powers, duties,
obligations, rights and trusts as the Indenture Trustee may consider necessary
or desirable. No co-trustee or separate trustee hereunder shall be required to
meet the terms of eligibility as a successor trustee under SECTION 6.11 and no
notice to Noteholders of the appointment of any co-trustee or separate trustee
shall be required under SECTION 6.08 hereof.

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

                           (i) all rights, powers, duties and obligations
         conferred or imposed upon the 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 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 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. Every such instrument
 shall be filed with the Indenture Trustee.

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


                                       55
<PAGE>

                  Section 6.11. ELIGIBILITY; DISQUALIFICATION.

                  The Indenture Trustee shall at all times satisfy the
requirements of TIA Section 310(a). The Indenture Trustee shall have a combined
capital and surplus of at least $50,000,000 as set forth in its most recent
published annual report of condition and its long-term unsecured debt, shall be
rated at least Baa3 by Moody's and at least BBB- by Standard & Poor's. The
Indenture Trustee shall comply with TIA Section 310(b), including the optional
provision permitted by the second sentence of TIA Section 310(b)(9); 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. The Indenture Trustee (1) shall meet the requirements
of Section 26(a)(1) of the Investment Company Act, (2) shall not be an Affiliate
of the Issuer, the Transferor, the Servicer, any Seller or the Administrator and
(3) shall not offer or provide credit or credit enhancement to the Issuer. In
case at any time the Indenture Trustee shall cease to be eligible in accordance
with the provisions of this Section, the Indenture Trustee shall resign
immediately in the manner and with the effect specified in SECTION 6.08.

                  Section 6.12. REPRESENTATIONS AND WARRANTIES OF THE
INDENTURE TRUSTEE.

                  The Indenture Trustee represents and warrants that:

                           (i) the Indenture Trustee is duly organized and
         validly existing under the laws of the jurisdiction of its
         organization;

                           (ii) the Indenture Trustee has full power and
         authority to deliver and perform this Indenture and has taken all
         necessary action to authorize the execution, delivery and performance
         by it of this Indenture, each Indenture Supplement and other
         Transaction Documents to which it is a party;

                           (iii) each of this Indenture and other Transaction
         Documents to which it is a party has been duly executed and delivered
         by the Indenture Trustee and constitutes its legal, valid and binding
         obligation in accordance with its terms; and

                           (iv) the Indenture Trustee meets the eligibility
         requirements set forth in SECTION 6.11.


                  Section 6.13. PREFERENTIAL COLLECTION OF CLAIMS AGAINST
ISSUER.

                  The Indenture Trustee shall comply with TIA Section 311(a),
excluding any creditor relationship listed in TIA Section 311(b). An Indenture
Trustee who has resigned or been removed shall be subject to TIA Section 311(a)
to the extent indicated therein.

                  Section 6.14. TAX RETURNS. In the event the Issuer shall be
required to file tax returns, the Servicer shall prepare or shall cause to be
prepared such tax returns and shall provide such tax returns to the Owner
Trustee (on behalf of the Issuer) for signature at least five (5) days before
such tax returns are due to be filed. The Servicer, in accordance with the terms
of each Indenture Supplement, shall also prepare or shall cause to be prepared
all tax information required by law to be distributed to Noteholders and shall
deliver such information to the Owner Trustee (on behalf of the Issuer) at least
five (5) days prior to the date it is required by law to be

                                       56
<PAGE>

distributed to Noteholders. The Issuer will cause the Owner Trustee, upon
written request, to furnish the Servicer with all such information known to the
Owner Trustee as may be reasonably requested and required in connection with the
preparation of all tax returns of the Issuer. The Owner Trustee (on behalf of
the Issuer) shall, upon request, execute such returns. In no event shall the
Owner Trustee be personally liable for any liabilities, costs or expenses of the
Issuer or any Noteholder arising under any tax law, including without
limitation, federal, state or local income or excise taxes or any other tax
imposed on or measured by income (or any interest or penalty with respect
thereto arising from a failure to comply therewith).

                  Section 6.15. CUSTODY OF THE TRUST ESTATE.

                  The Indenture Trustee shall hold such of the Trust Estate as
consists of instruments, deposit accounts, negotiable documents, money, goods,
letters of credit, and advices of credit in the State of New York. The Indenture
Trustee shall hold such of the Trust Estate as constitutes investment property
through a securities intermediary, which securities intermediary shall agree
with the Indenture Trustee that (a) such investment property shall at all times
be credited to a securities account of the Indenture Trustee, (b) such
securities intermediary shall treat the Indenture Trustee as entitled to
exercise the rights that comprise each financial asset credited to such
securities account, (c) all property credited to such securities account shall
be treated as financial assets, (d) such securities intermediary shall comply
with entitlement orders originated by the Indenture Trustee without the further
consent of any other person or entity, (e) such securities intermediary will not
agree with any person or entity other than the Indenture Trustee to comply with
entitlement orders originated by such other person or entity, (f) such
securities accounts and the property credited thereto shall not be subject to
any lien, security interest, or right of set-off in favor of such securities
intermediary or anyone claiming through it (other than the Indenture Trustee),
and (g) such agreement shall be governed by the laws of the State of New York.
Terms used in the preceding sentence that are defined in the New York Uniform
Commercial Code and not otherwise defined herein shall have the meaning set
forth in the New York Uniform Commercial Code. Except as permitted by this
SECTION 6.15, the Indenture Trustee shall not hold any part of the Trust Estate
through an agent or a nominee.

                                  ARTICLE VII

                          NOTEHOLDERS' LIST AND REPORTS

                  Section 7.01. ISSUER TO FURNISH INDENTURE TRUSTEE NAMES AND
ADDRESSES OF NOTEHOLDERS.

                   The Issuer will furnish or cause to be furnished to the
 Indenture Trustee (a) not more than five days after the earlier of (i) each
 Record Date and (ii) three months after the last Record Date, a list, in such
 form as the Indenture Trustee may reasonably require, of the names, addresses
 and taxpayer identification numbers of the Holders of Notes as they appear on
 the Note Register as of the most recent Record Date, (b) at such other times as
 the Indenture Trustee may request in writing, within thirty (30) days after
 receipt by the Issuer of any such request, a list of similar form and content
 as of a date not more than ten (10) days prior to the time such list is
 furnished; PROVIDED, HOWEVER, that so long as the Indenture Trustee is the Note
 Registrar, no such list shall be required to be furnished.


                                       57
<PAGE>

                 Section 7.02. PRESERVATION OF INFORMATION; COMMUNICATIONS TO
NOTEHOLDERS.

                 (a) The Indenture Trustee shall preserve, in as current a form
as is reasonably practicable, the names and addresses of the Noteholders
contained in the most recent list furnished to the Indenture Trustee as provided
in SECTION 7.01 and the names, addresses and taxpayer identification numbers of
the 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 SECTION 7.01 hereof upon receipt of a new list so furnished.

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

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

                  Section 7.03. REPORTS BY ISSUER.

                  If this Indenture is qualified under the Trust Indenture Act,
the Issuer shall:

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

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

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

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

                  Section 7.04. REPORTS BY INDENTURE TRUSTEE.

                  The following provisions of this SECTION 7.04 shall be
applicable upon qualification of this Indenture under the Trust Indenture Act.

                  If required by TIA Section 313(a), within sixty (60) days
after each June 30 beginning with June 30, 2001, the Indenture Trustee shall
mail to each Noteholder as required by TIA Section 313(c) a brief report dated
as of such date that complies with TIA Section 313(a). The Indenture Trustee
also shall comply with TIA Section 313(b).

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                  A copy of each report at the time of its mailing to
Noteholders shall 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.

                                  ARTICLE VIII

                    ALLOCATION AND APPLICATION OF COLLECTIONS

                  Section 8.01. COLLECTION OF MONEY.

                  Except as otherwise expressly provided herein and in the
related Indenture Supplement, 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 hold all such money and property received
by it in trust for the Noteholders and shall apply 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 the Transfer
and Servicing Agreement or any other Transaction Document, the Indenture Trustee
may, and upon the request of the Holders of a majority of the outstanding
principal amount of the Notes Outstanding shall, 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 an Early Redemption Event, Reinvestment Event or
an Event of Default under this Indenture and to proceed thereafter as provided
in ARTICLE V hereof.

                  Section 8.02. COLLECTION ACCOUNT AND SPECIAL FUNDING
ACCOUNT.

                 (a) The Servicer, for the benefit of the Noteholders, shall
establish and maintain in the name of the Indenture Trustee an Eligible Deposit
Account bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Noteholders (the
"COLLECTION ACCOUNT"). The Indenture Trustee shall possess all right, title and
interest in all monies, instruments, investment property and other property
credited from time to time to the Collection Account and in all proceeds,
earnings, income, revenue, dividends and distributions thereof for the benefit
of the Noteholders.

                 (b) The Collection Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders. Except as
expressly provided in this Indenture and the Transfer and Servicing Agreement,
the Servicer agrees that it shall have no right of setoff or banker's lien
against, and no right to otherwise deduct from, any funds and other property
held in the Collection Account for any amount owed to it by the Indenture
Trustee, the Issuer, any Noteholder or any Series Enhancer. If, at any time, the
Collection Account ceases to be an Eligible Deposit Account, the Indenture
Trustee (or the Servicer on its behalf) shall within ten (10) Business Days (or
such longer period, not to exceed thirty (30) calendar days, as to which each
Rating Agency may consent) establish a new Collection Account meeting the
conditions specified above, transfer any monies, instruments, investment
property and other property to such new Collection Account and from the date
such new Collection Account is established, it shall be the "Collection
Account." Pursuant to the authority granted to


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<PAGE>

the Servicer under the Transfer and Servicing Agreement, the Servicer shall have
the power, revocable by the Indenture Trustee, to make withdrawals and payments
from the Collection Account and to instruct the Indenture Trustee to make
withdrawals and payments from the Collection Account for the purposes of
carrying out the Servicer's or the Indenture Trustee's duties hereunder and
under the Transfer and Servicing Agreement. The Servicer shall reduce deposits
into the Collection Account payable by the Issuer on any date on which
Collections are deposited into the Collection Account to the extent the Issuer
is entitled to receive funds from the Collection Account on such Deposit Date,
but only to the extent such reduction would not reduce the Transferor Amount to
an amount less than the Required Transferor Amount.

                 (c) Funds on deposit in the Collection Account (other than
investment earnings and amounts deposited pursuant to Sections 2.06 or 8.01 of
the Transfer and Servicing Agreement or SECTION 10.02 of this Indenture) shall
at the written direction of the Servicer be invested by the Indenture Trustee in
Eligible Investments selected by the Servicer. In the absence of written
directions from the Servicer, all funds shall remain uninvested. All such
Eligible Investments shall be held by the Indenture Trustee for the benefit of
the Noteholders under SECTION 6.15. Investments of funds representing
Collections collected during any Monthly Period shall be invested in Eligible
Investments that will mature so that such funds will be available no later than
the close of business on each Transfer Date following such Monthly Period in
amounts sufficient to the extent of such funds to make the required
distributions on the following Distribution Date. No such Eligible Investment
shall be disposed of prior to its maturity; PROVIDED, HOWEVER, that the
Indenture Trustee may sell, liquidate or dispose of any such Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment. Unless directed by
the Servicer, funds deposited in the Collection Account on a Transfer Date with
respect to the immediately succeeding Distribution Date are not required to be
invested overnight. On each Distribution Date, all interest and other investment
earnings (net of losses and investment expenses) on funds on deposit in the
Collection Account shall be treated as Collections of Finance Charge Receivables
with respect to the last day of the related Monthly Period except as otherwise
specified in any Indenture Supplement. The Indenture Trustee shall bear no
responsibility or liability for any losses resulting from investment or
reinvestment of any funds in accordance with this Section nor for the selection
of Eligible Investments in accordance with the provisions of this Indenture
(other than Eligible Investments on which the institution acting as Indenture
Trustee is an obligor). In addition, the Indenture Trustee shall have no
liability in respect of the losses incurred as a result of the liquidation of
any Eligible Investment prior to its stated maturity or the failure of the
Servicer to provide timely written investment direction.

                 (d) The Servicer, for the benefit of the Noteholders, shall
establish and maintain in the name of the Indenture Trustee, an Eligible Deposit
Account bearing a designation clearly indicating that the funds and other
property credited thereto are held for the benefit of the Noteholders (the
"SPECIAL FUNDING ACCOUNT"). The Indenture Trustee shall possess all right, title
and interest in all monies, instruments, investment property and other property
credited from time to time to the Special Funding Account and in all proceeds,
dividends, distributions, earnings, income and revenue thereof for the benefit
of the

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<PAGE>

Noteholders. The Special Funding Account shall be under the sole dominion and
control of the Indenture Trustee for the benefit of the Noteholders. Except as
expressly provided in this Indenture and the Transfer and Servicing Agreement,
the Servicer shall have no right of setoff or banker's lien against, and no
right to otherwise deduct from, any funds and other property held in the Special
Funding Account for any amount owed to it by the Indenture Trustee, the Issuer,
any Noteholder or any Series Enhancer. If, at any time, the Special Funding
Account ceases to be an Eligible Deposit Account, the Indenture Trustee (or the
Servicer on its behalf) shall within ten (10) Business Days (or such longer
period, not to exceed thirty (30) calendar days, as to which each Rating Agency
may consent) establish a new Special Funding Account meeting the conditions
specified above, transfer any monies, instruments, investment property and other
property to such new Special Funding Account and from the date such new Special
Funding Account is established, it shall be the "Special Funding Account."

                 (e) Funds on deposit in the Special Funding Account shall at
the written direction of the Servicer be invested by the Indenture Trustee in
Eligible Investments selected by the Servicer. In the absence of written
directions from the Servicer, all funds shall remain uninvested. All such
Eligible Investments shall be held by the Indenture Trustee for the benefit of
the Noteholders under SECTION 6.15. Funds and other property credited to the
Special Funding Account on any date will be invested in Eligible Investments
that will mature so that such funds will be available no later than the close of
business on the Transfer Date following such date. No such Eligible Investment
shall be disposed of prior to its maturity; PROVIDED, HOWEVER, that the
Indenture Trustee may sell, liquidate or dispose of an Eligible Investment
before its maturity, at the written direction of the Servicer, if such sale,
liquidation or disposal would not result in a loss of all or part of the
principal portion of such Eligible Investment or if, prior to the maturity of
such Eligible Investment, a default occurs in the payment of principal, interest
or any other amount with respect to such Eligible Investment. Unless directed by
the Servicer, funds and other property credited to the Special Funding Account
on a Transfer Date with respect to the immediately succeeding Distribution Date
are not required to be invested overnight. On each Distribution Date, all
interest and other investment earnings (net of losses and investment expenses)
on funds and other property credited to in the Special Funding Account shall be
treated as Collections of Finance Charge Receivables with respect to the last
day of the related Monthly Period except as otherwise specified in the related
Indenture Supplement. On each Business Day on which funds and other property are
credited to the Special Funding Account and on which no Series is in an
Accumulation Period or Redemption Period, the Servicer shall determine the
amount (if any) by which the Transferor Amount exceeds the Required Transferor
Amount on such date and shall instruct the Indenture Trustee in writing to
withdraw any such excess from the Special Funding Account and pay such amount to
the Holders of the Transferor Certificates; PROVIDED, HOWEVER, that, if an
Accumulation Period or Redemption Period has commenced and is continuing with
respect to one or more Series of Outstanding Notes, any funds on deposit in the
Special Funding Account shall be treated as Shared Principal Collections and
shall be allocated and distributed in accordance with this Indenture, the
Transfer and Servicing Agreement and each Indenture Supplement.

                  Section 8.03. RIGHTS OF NOTEHOLDERS.

                  The Trust Estate shall secure the obligation of the Issuer to
pay the Holders of the Notes of each Series principal (and premium, if any) and
interest and, if applicable, to pay the Series Enhancers for Series amounts
payable under the Series Enhancement for each such Series and the other amounts
payable pursuant to this Indenture and the related Indenture Supplement.


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<PAGE>

Except as specifically set forth in the Indenture Supplement with respect
thereto, the Notes of any Series or Class shall not have rights to payment from
any Series Account or Series Enhancement allocated for the benefit of any other
Series or Class.

                  Section 8.04. ALLOCATION OF TRUST ESTATE TO SERIES OR
GROUPS.

                  To the extent so provided in the Indenture Supplement for any
Series or in an amendment to this Indenture executed pursuant to SECTION
9.01(a), Receivables conveyed to the Issuer pursuant to Section 2.01 of the
Transfer and Servicing Agreement and Receivables or Participation Interests
conveyed to the Issuer pursuant to Section 2.09 of the Transfer and Servicing
Agreement or any Participation Interest Supplement, and all Collections received
with respect thereto may be allocated or applied in whole or in part to one or
more Series or Groups as may be provided in such Indenture Supplement or
amendment; PROVIDED, HOWEVER, that any such allocation or application shall be
effective only upon satisfaction of the following conditions:

                 (a) on or before the fifth (5th) Business Day immediately
preceding such allocation, the Servicer shall have given the Indenture Trustee
and each Rating Agency that has rated any Series or Class of Notes within the
applicable Group written notice of such allocation;

                 (b) for any Series or Class of Notes within the applicable
Group that has been rated, the Rating Agency Condition shall have been satisfied
with respect to such allocation; and

                 (c) the Issuer shall have delivered to the Indenture Trustee an
Officer's Certificate, dated the date of such allocation, to the effect that the
Issuer reasonably believes that such allocation will not have an Adverse Effect
(as such term is defined in the Transfer and Servicing Agreement).

Any such Indenture Supplement or amendment may provide that (i) such allocation
to one or more particular Series or Groups may terminate upon the occurrence of
certain events specified therein and (ii) that upon the occurrence of any such
event, such assets and any Collections with respect thereto, shall be
reallocated to other Series or Groups or to all Series, all as shall be provided
in such Indenture Supplement or amendment.

                  Section 8.05. RELEASE OF TRUST ESTATE.

                 (a) 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 which are not inconsistent with the
provisions of this Indenture. No party relying upon an instrument executed by
the Indenture Trustee as provided in this ARTICLE 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 monies.

                 (b) The Indenture Trustee upon Issuer Order shall authorize the
Servicer to execute in the name and on behalf of the Indenture Trustee
instruments of satisfaction or cancellation, or of partial or full release or
discharge, and other comparable instruments with respect to the Receivables (and
the Indenture Trustee shall execute any such documents on request of the
Servicer), subject to the obligations of the Servicer under the Transfer and
Servicing Agreement.


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<PAGE>

                 (c) Upon Issuer Order, the Indenture Trustee shall, at such
time as there are no Notes outstanding, release and transfer, without recourse,
any remaining portion of the Trust Estate (other than any cash held for the
payment of the Notes pursuant to SECTION 4.02) that secured the Notes from the
Lien of this Indenture and release to the Issuer or any other Person entitled
thereto any funds and other property then credited to the Collection Account,
the Special Funding Account and any other account established pursuant to
SECTION 8.02 or an Indenture Supplement. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section only upon
receipt of an Issuer Order 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 11.01.

                  Section 8.06. OPINION OF COUNSEL.

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

                  Section 8.07. DISTRIBUTIONS AND REPORTS TO NOTEHOLDERS.

                  Distributions shall be made to, and reports shall be provided
to, Noteholders as set forth in the Transfer and Servicing Agreement and the
applicable Indenture Supplement. The identity of the Noteholders with respect to
distributions and reports shall be determined according to the immediately
preceding Record Date.

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

                  Section 9.01. SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF
NOTEHOLDERS.

                  (a) Without the consent of the Holders of any Notes but with
prior notice to each Rating Agency with respect to the Notes of all Series rated
by such Rating Agency, the Issuer, the Servicer and the Indenture Trustee, when
authorized by an Issuer Order, at any time and from time to time, may enter into
one or more indentures supplemental hereto (which shall conform to the
provisions of the 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


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<PAGE>

         Indenture Trustee any property subject or required to be subjected to
         the lien of this Indenture, or to subject to the lien of this
         Indenture additional property;

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

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

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

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

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

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

The 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, the Servicer and the Indenture Trustee, when
authorized by an Issuer Order, may, also without the consent of any Noteholders
of any Outstanding Notes but with prior written notice to each Rating Agency
with respect to the affected Series or Class, if any, and upon satisfaction of
the Rating Agency Condition with respect to the Notes of all such Series or
Class rated by such Rating Agency, if applicable, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to, or
changing in any manner or eliminating any of the provisions of, this Indenture
or of modifying in any manner the rights of the Holders of the Notes under this
Indenture; PROVIDED, HOWEVER, that (i) the Issuer shall have delivered to the
Indenture Trustee an Officer's Certificate, dated the date of any such action,
stating that the Issuer reasonably believes that such action will not have an
Adverse Effect and (ii) if there is a Rating Agency with respect to the affected
Series or Class of Notes, a Tax Opinion shall have been delivered to each
applicable Rating Agency. Additionally, notwithstanding the preceding sentence,
the Issuer and the Indenture Trustee, when authorized by an Issuer Order, may,
without the consent of any Noteholders of any Series then Outstanding


                                       64
<PAGE>

or the Series Enhancers for any Series, enter into an indenture or indentures
supplemental hereto to add, modify or eliminate such provisions as may be
necessary or advisable in order to enable all or any portion of the Issuer (i)
to qualify as, and to permit an election to be made to cause the Issuer to be
treated as, a "financial asset securitization investment trust" as described in
the provisions of Section 860L of the Code, and (ii) to avoid the imposition of
state or local income or franchise taxes imposed on the Issuer's property or its
income; provided, however, that (i) the Issuer delivers to the Indenture Trustee
an Officer's Certificate to the effect that the proposed amendments meet the
requirements set forth in this SECTION 9.01(b), (ii) the Rating Agency Condition
will have been satisfied and (iii) such amendment does not affect the rights,
duties or obligations of the Indenture Trustee hereunder without its consent.

                  Section 9.02. SUPPLEMENTAL INDENTURES WITH CONSENT OF
NOTEHOLDERS.

                  The Issuer, the Servicer and the Indenture Trustee, when
authorized by an Issuer Order, also may, with the consent of the Holders of not
less than a majority of the outstanding principal amount of the Notes of each
adversely affected Series or Class, as applicable, of Notes Outstanding, by Act
of such Holders delivered to the Issuer and the Indenture Trustee, and, to the
extent that any such affected Series or Class is rated by a Rating Agency, upon
satisfaction of the Rating Agency Condition, enter into an indenture or
indentures supplemental hereto for the purpose of adding any provisions to,
changing in any manner or eliminating any of the provisions of this Indenture or
of modifying in any manner the rights of such Noteholders under this Indenture;
PROVIDED, HOWEVER, that no such supplemental indenture shall, without the
consent of the Holder of each Outstanding Note affected thereby:

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

                 (b) reduce the percentage of the outstanding principal amount
of the Notes of any Series or all Series of Notes Outstanding 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 as provided for in this Indenture;

                 (c) reduce the percentage of the outstanding principal amount
of any Notes, the consent of the Holders of which is required to direct the
Indenture Trustee to sell or liquidate the Trust Estate if the proceeds of such
sale would be insufficient to pay the principal amount and accrued but unpaid
interest on the Outstanding Notes of such Series;

                 (d) modify any of the provisions of this Indenture in such
manner as to affect the calculation of the amount of any payment of interest or
principal due on any Note on any


                                       65
<PAGE>

Payment Date (including the calculation of any of the individual components of
such calculation) or to affect the rights of the Holders of Notes to the benefit
of any provisions for the mandatory redemption of the Notes contained herein;

                 (e) modify or alter the provisions of this Indenture
prohibiting the voting of Notes held by the Issuer, any other obligor on the
Notes, the Transferor or any Affiliate thereof; or

                 (f) 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 for any Notes or, except as otherwise permitted or contemplated herein,
terminate the Lien of this Indenture on any part of the Trust Estate at any time
subject hereto or deprive the Holder of any Note of the security provided by the
Lien of this Indenture.

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

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

                  Promptly after the execution by the Issuer and the Indenture
Trustee of any supplemental indenture pursuant to this Section, the Indenture
Trustee shall mail to the Holders of the Notes to which such amendment or
supplemental indenture relates written 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 9.03. EXECUTION OF SUPPLEMENTAL INDENTURES.

                  In executing, or permitting the additional trusts created by,
any supplemental indenture permitted by this ARTICLE IX or the modification
thereby of the trusts created by this Indenture, the Indenture Trustee shall be
entitled to receive, and subject to SECTIONS 6.01 and 6.02, shall be fully
protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture. The
Indenture Trustee may, but shall not be obligated to, enter into any such
supplemental indenture that affects the Indenture Trustee's (as such or in its
individual capacity) own rights, duties, liabilities, benefits, protections,
privileges or immunities under this Indenture or otherwise.

                  Section 9.04. EFFECT OF SUPPLEMENTAL INDENTURE.

                  Upon the execution of any supplemental indenture under this
ARTICLE IX, this Indenture shall 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, the Servicer and the
Holders of the Notes shall thereafter be determined, exercised and enforced
hereunder subject in all

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<PAGE>

respects to such modifications and amendments, and the terms and conditions of
any such supplemental indenture shall be deemed to be a part of this Indenture
for any and all purposes.

                  Section 9.05. 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 if and for so long as this Indenture shall then be
qualified under the TIA.

                  Section 9.06. 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 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 the Outstanding Notes.

                  Section 9.07. INDENTURE SUPPLEMENTS AND SERIES ENHANCERS.

                  (a) Notwithstanding anything in this Article IX to the
contrary, no amendment may be made to this Indenture or any Indenture Supplement
that would adversely affect in any material respect the interests of any Series
Enhancer without the consent of such Series Enhancer.

                  (b) Any Indenture Supplement executed in accordance with the
provisions of SECTION 2.10 shall not be considered an amendment or supplemental
indenture for the purposes of this ARTICLE IX.

                                    ARTICLE X

                                   TERMINATION

                  Section 10.01. TERMINATION OF ISSUER.

                  The Issuer and the respective obligations and responsibilities
of the Issuer, the Servicer and the Indenture Trustee created hereby (other than
the obligation of the Indenture Trustee to make payments to Noteholders as
hereinafter set forth) shall terminate, except with respect to the duties
described in Section 10.02(b), as provided in the Trust Agreement.

                  Section 10.02. FINAL DISTRIBUTION.

                 (a) The Servicer shall give the Indenture Trustee at least
thirty (30) days' prior written notice of the Payment Date on which the
Noteholders of any Series or Class may surrender their Notes for payment of the
final distribution on and cancellation of such Notes (or, in the event of a
final distribution resulting from the application of Section 2.06 or 8.01 of the
Transfer and Servicing Agreement, notice of such Payment Date promptly after the
Servicer has determined that a final distribution will occur, if such
determination is made less than thirty (30)


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<PAGE>

days prior to such Payment Date). Such notice shall be accompanied by an
Officer's Certificate setting forth the information specified in Section 3.05 of
the Transfer and Servicing Agreement covering the period during the then-current
calendar year through the date of such notice. Not later than the fifth day of
the month in which the final distribution in respect of such Series or Class is
payable to Noteholders, the Indenture Trustee shall provide notice to
Noteholders of such Series or Class specifying (i) the date upon which final
payment of such Series or Class will be made upon presentation and surrender of
Notes of such Series or Class at the office or offices therein designated, (ii)
the amount of any such final payment and (iii) that the Record Date otherwise
applicable to such Payment Date is not applicable, payments being made only upon
presentation and surrender of such Notes at the office or offices therein
specified (which, in the case of Bearer Notes, shall be outside the United
States). The Indenture Trustee shall give such notice to the Note Registrar and
the Paying Agent at the time such notice is given to Noteholders.

                 (b) Notwithstanding a final distribution to the Noteholders of
any Series or Class (or the termination of the Issuer), except as otherwise
provided in this paragraph, all funds then on deposit in the Collection Account
and any Series Account allocated to such Noteholders shall continue to be held
in trust for the benefit of such Noteholders and the Paying Agent or the
Indenture Trustee shall pay such funds to such Noteholders upon surrender of
their Notes, if certificated (and any excess shall be paid in accordance with
the terms of the Indenture Supplement and Series Enhancement, if any, for such
Series or Class). In the event that all such Noteholders shall not surrender
their Notes for cancellation within six (6) months after the date specified in
the notice from the Indenture Trustee described in paragraph (a), the Indenture
Trustee shall give a second notice to the remaining such Noteholders to
surrender their Notes for cancellation and receive the final distribution with
respect thereto (which surrender and payment, in the case of Bearer Notes, shall
be outside the United States). If within one year after the second notice all
such Notes shall not have been surrendered for cancellation, the Indenture
Trustee may take appropriate steps, or may appoint an agent to take appropriate
steps, to contact the remaining such Noteholders concerning surrender of their
Notes pursuant to and as described in SECTION 3.03. The Indenture Trustee and
the Paying Agent shall pay to the Issuer any monies held by them for the payment
of principal or interest that remains unclaimed for two (2) years pursuant to
and as described in SECTION 3.03. After payment to the Issuer, Noteholders
entitled to the money must look to the Issuer for payment as general creditors
unless an applicable abandoned property law designates another Person.

                  Section 10.03. DEFEASANCE.

                  Notwithstanding anything to the contrary in this Indenture:

                 (a) The Issuer may at its option be discharged from its
obligations with respect to the Notes of all or any specified Series or Class
(each, a "DEFEASED SERIES" or a "DEFEASED CLASS", as applicable) on the date the
applicable conditions set forth in SECTION 10.03(c) are satisfied (a
"DEFEASANCE"); PROVIDED, HOWEVER, that the following rights, obligations,
powers, duties and immunities shall survive with respect to each Defeased Series
or Defeased Class until otherwise terminated or discharged hereunder: (A) the
rights of Holders of Notes of the Defeased Series or Defeased Class to receive,
solely from the trust fund provided for in SECTION 10.03(c), payments in respect
of principal of and interest on such Notes when such payments are due; (B) the
Issuer's obligations with respect to such Defeased Series or Class under
SECTIONS 2.05, 2.06 and 10.02; (C) the rights, powers, trusts, duties and
immunities of the

                                       68
<PAGE>

Indenture Trustee, the Paying Agent and the Note Registrar hereunder; and (D)
this SECTION 10.03 and SECTION 11.17.

                 (b) Subject to SECTION 10.03(c), the Issuer at its option may
use available Collections allocable to such Defeased Series or Defeased Class to
purchase Eligible Investments rather than additional Receivables.

                 (c) The following shall be the conditions to Defeasance under
SECTION 10.03(a):

                    (i) the Issuer irrevocably shall have deposited or caused to
          be deposited with the Indenture Trustee, under the terms of an
          irrevocable trust agreement in form and substance satisfactory to the
          Indenture Trustee, as trust funds in trust for making the payments
          described below (A) Dollars (or for Foreign Currency Notes the related
          Foreign Currency) in an amount, or (B) Eligible Investments (or for
          Foreign Currency Notes, the investments, if any, specified in the
          related Indenture Supplement) which through the scheduled payment of
          principal and interest in respect thereof will provide, not later than
          the due date of payment thereon, money in an amount, or (C) a
          combination thereof, in each case sufficient to pay and discharge
          (without relying upon income or gain from the reinvestment of such
          amounts), and which shall be applied by the Indenture Trustee to pay
          and discharge, all remaining scheduled interest and principal payments
          on all Outstanding Notes of the Defeased Series or Defeased Class on
          the dates scheduled for such payments in this Indenture and the
          applicable Indenture Supplements and all amounts owed to any Series
          Enhancer pursuant to any Series Enhancement for any Defeased Series or
          Defeased Class if so provided in the related Indenture Supplements or
          Series Enhancements;

                   (ii) a statement from a firm of nationally recognized
          independent public accountants (who may also render other services to
          the Issuer) to the effect that such deposit is sufficient to pay the
          amounts specified in clause (i) above;

                   (iii) prior to its first exercise of its Defeasance right to
          substitute money or Eligible Investments for Receivables, the Issuer
          shall deliver to the Indenture Trustee (x) an Opinion of Counsel to
          the effect that such deposit and termination of obligations will not
          result in the Issuer being required to register as an "investment
          company" within the meaning of the Investment Company Act, and (y) an
          Opinion of Counsel to the effect that such deposit and termination
          will not cause the Issuer to be treated as an association or publicly
          traded partnership taxable as a corporation;

                   (iv) the Issuer shall have delivered an Officer's Certificate
          stating that the Issuer reasonably believes that such deposit and
          termination of obligations will not, based on the facts known to such
          officer at the time of such certification, result in a Default, an
          Event of Default, an Early Redemption Event or a Reinvestment Event
          for any Series; and

                   (v) the Rating Agency Condition shall have been satisfied and
          the Issuer shall have delivered copies of such written notice to the
          Servicer and the Indenture Trustee.


                                       69
<PAGE>

                                   ARTICLE XI

                                  MISCELLANEOUS

                  Section 11.01. COMPLIANCE CERTIFICATES AND OPINIONS ETC.

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

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

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

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

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

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

                  (b) (i) Prior to the deposit of any property constituting
          part of the Trust Estate or other property or securities with the
          Indenture Trustee that is to be made the basis for the release of any
          property or securities subject to the lien of this Indenture, the
          Issuer shall, in addition to any obligation imposed in SECTION
          11.01(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
          ninety (90) days of such deposit) to the Issuer of such property
          constituting part of the Trust Estate or other property or securities
          to be so deposited.

                 (ii) Whenever the Issuer is required to furnish to the
          Indenture Trustee an Officer's Certificate certifying or stating the
          opinion of any signer thereof as to the matters described in clause
          (i) above, the Issuer shall also deliver to the Indenture Trustee (if
          required by the TIA) an Independent Certificate as to the same
          matters, if the fair value


                                       70
<PAGE>

          to the Issuer of the securities to be so deposited and of all other
          such securities made the basis of any such withdrawal or release since
          the commencement of the then-current fiscal year of the Issuer, as set
          forth in the certificates delivered pursuant to clause (i) above and
          this clause (ii), is 10% or more of the outstanding principal amount
          of the Notes Outstanding, 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
          principal amount of the Notes Outstanding.

                  (iii) Other than the release of any Defaulted Receivables or
          Ineligible Receivables, 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 ninety (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 signer thereof as to the matters described in clause
          (iii) above, the Issuer shall also furnish to the Indenture Trustee
          (if required by the TIA) 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 (iii) above and this clause
          (iv), equals 10% or more of the outstanding principal amount of the
          Notes Outstanding, 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 principal
          amount of the Notes Outstanding.

                  (v) Notwithstanding SECTION 2.16, this SECTION 11.01 or any
          other provision of this Indenture, the Issuer may (or may direct the
          Servicer to) (A) collect, liquidate, sell or otherwise dispose of
          Receivables as and to the extent permitted or required by the
          Transaction Documents and (B) make cash payments out of the Series
          Accounts as and to the extent permitted or required by the Transaction
          Documents.

                  Section 11.02. FORM OF DOCUMENTS DELIVERED TO INDENTURE
TRUSTEE.

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

                  Any certificate or opinion of an Authorized Officer of the
Issuer may be based, insofar as it relates to legal matters, upon a certificate
or opinion of, or representations by, counsel, unless such officer knows, or in
the exercise of reasonable care should know, that the certificate or opinion or
representations with respect to the matters upon which such officer's


                                       71
<PAGE>

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

                  Where any Person is required to make, give or execute two (2)
or more applications, requests, consents, certificates, statements, opinions or
other instruments under this Indenture, they may, but need not, be consolidated
and form one instrument.

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

                  Section 11.03. ACTS OF NOTEHOLDERS.

                  (a) Any request, demand, authorization, direction, notice,
consent, waiver or other action provided by this Indenture to be given or taken
by Noteholders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Noteholders in person or by an agent
duly appointed in writing and satisfying any requisite percentages as to minimum
number or Dollar value of outstanding principal amount represented by such
Noteholders; 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 conclusive in favor of the Indenture Trustee and
the Issuer, if made in the manner provided in this SECTION 11.03.

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

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

                  (d) Any request, demand, authorization, direction, notice,
consent, waiver or other action by the Holder of any Notes shall bind the Holder
(and any transferee thereof) of every Note issued upon the registration thereof
in exchange therefor or in lieu thereof, in respect


                                       72
<PAGE>

of anything done, omitted or suffered to be done by the Indenture Trustee or the
Issuer in reliance thereon, whether or not notation of such action is made upon
such Note.

                  Section 11.04. NOTICES, ETC. TO INDENTURE TRUSTEE AND
ISSUER.

                  Any request, demand, authorization, direction, notice,
consent, waiver or Act of Noteholders or other documents provided or permitted
by the 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 a Responsible Officer, by facsimile transmission or by other
means acceptable to the Indenture Trustee to or with the Indenture Trustee at
its Corporate Trust Office; or

                  (b) the Issuer by the Indenture Trustee or by any Noteholder
shall be sufficient for every purpose hereunder if in writing and mailed,
first-class postage prepaid, to the Issuer addressed to it at CompuCredit Credit
Card Master Note Business Trust II c/o Wilmington Trust FSB, 3773 Howard Hughes
Parkway, Suite 300 North, Las Vegas, Nevada 89109, Attention: Corporate Trust
Administration (facsimile no.: (702) 866-2244) or at any other address
previously furnished in writing to the Indenture Trustee by the Issuer. A copy
of each notice to the Issuer shall be sent in writing and mailed, first-class
postage prepaid, to the Administrator at CompuCredit Corporation, One Ravinia
Drive, Suite 500, Atlanta Georgia 30346, Attention: General Counsel. The Issuer
shall promptly transmit any notice received by it from the Noteholders to the
Indenture Trustee.

                  Section 11.05. NOTICES TO NOTEHOLDERS; WAIVER.

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

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

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

                                       73
<PAGE>

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

                  Section 11.06. ALTERNATE PAYMENT AND NOTICE PROVISIONS.

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

                  Section 11.07. CONFLICT WITH TRUST INDENTURE ACT.

                  If any provision hereof limits, qualifies or conflicts with
another provision hereof that is required to be included in this Indenture by
any of the provisions of the TIA, such required provision shall control. 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 11.08. EFFECT OF HEADINGS AND TABLE OF CONTENTS.

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

                  Section 11.09. SUCCESSORS AND ASSIGNS.

                  All covenants and agreements in this Indenture by the Issuer
and the Servicer shall bind their respective successors and assigns, whether so
expressed or not. All covenants and agreements of the Indenture Trustee in this
Indenture shall bind its successors, co-trustees and agents.

                  Section 11.10. SEPARABILITY.

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

                  Section 11.11. BENEFITS OF INDENTURE.

                  Nothing in this Indenture or in the Notes, express or implied,
shall give to any Person, other than the parties hereto and their successors
hereunder, and the Noteholders and the Transferor any benefit or any legal or
equitable right, remedy or claim under this Indenture.


                                       74
<PAGE>

                  Section 11.12. LEGAL HOLIDAYS.

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

                  Section 11.13. GOVERNING LAW.

                  THIS INDENTURE AND EACH NOTE SHALL BE CONSTRUED IN ACCORDANCE
WITH AND GOVERNED BY THE LAWS OF THE STATE OF NEW YORK APPLICABLE TO AGREEMENTS
MADE AND TO BE PERFORMED THEREIN.

                  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 shall be 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. TRUST OBLIGATION.

                  No recourse may be taken, directly or indirectly, with respect
to the obligations of the Issuer, the Owner Trustee or the Indenture Trustee on
the Notes or under this Indenture or any certificate or other writing delivered
in connection herewith or therewith, against (i) the Indenture Trustee or the
Owner Trustee in its individual capacity, (ii) any owner of a beneficial
interest in the Issuer or (iii) any partner, owner, beneficiary, agent, officer,
director, employee or agent of the Indenture Trustee or the Owner Trustee in its
individual capacity, 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 Owner
Trustee has no such obligations in its 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
hereunder, the Owner Trustee (as such or in its individual capacity) shall be
subject to, and entitled to the benefits of, the terms and provisions of the
Trust Agreement.

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<PAGE>

                  Section 11.17. NO PETITION.

                  The Indenture Trustee, the Servicer, and each Noteholder, by
accepting a Note, hereby covenant and agree that they will not at any time
institute against the Issuer or the Transferor, or join in instituting against
the Issuer or the Transferor, any bankruptcy, reorganization, arrangement,
insolvency or liquidation proceedings, or other proceedings under any United
States federal or state bankruptcy or similar law.

                  Section 11.18. INSPECTION.

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

                  Section 11.19. LIMITATION OF LIABILITY OF OWNER TRUSTEE.

                  It is expressly understood and agreed by the parties hereto
that (a) this Indenture is executed and delivered by Wilmington Trust FSB, not
individually or personally but solely as owner trustee of the Issuer, in the
exercise of the powers and authority conferred and vested in it under the Trust
Agreement, (b) each of the representations, undertakings and agreements herein
made on the part of the Issuer is made and intended not as personal
representations, undertakings and agreements by Wilmington Trust FSB but is made
and intended for the purpose of binding only the Issuer and (c) under no
circumstances shall Wilmington Trust FSB be personally liable for the payment of
any indebtedness or expenses of the Issuer or be liable for the breach or
failure of any obligation, representation, warranty or covenant made or
undertaken by the Issuer under this Indenture or the other Transaction Documents
to which the Issuer is a party.

                  Section 11.20. Execution of the Transfer and Servicing
Agreement by the Indenture Trustee.

                  The execution by the Indenture Trustee of the Transfer and
Servicing Agreement and the First Amendment thereto is hereby ratified and
approved, and the execution of the Second Amendment thereto is hereby authorized
and approved.


                                       76
<PAGE>

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

<TABLE>
<S>                               <C>
                                  COMPUCREDIT CREDIT CARD MASTER NOTE
                                    BUSINESS TRUST II,
                                  as Issuer

                                  By: WILMINGTON TRUST FSB,
                                      not in its individual capacity, but solely
                                      as Owner Trustee



                                  By: ________________________________
                                      Name:
                                      Title:



                                  THE BANK OF NEW YORK,
                                  as Indenture Trustee

                                  By: ________________________________
                                      Name:
                                      Title:



                                  COMPUCREDIT CORPORATION,
                                  as Servicer

                                  By: ________________________________
                                      Name: Ashley L. Johnson
                                      Title: Treasurer

</TABLE>


<PAGE>

                                   APPENDIX 1

                         INDEX OF CERTAIN DEFINED TERMS

<TABLE>
<S>                                         <C>
Account Owner                               Transfer and Servicing Agreement
Additional Accounts                         Transfer and Servicing Agreement
Addition Cut-Off Date                       Transfer and Servicing Agreement
Affiliate                                   Transfer and Servicing Agreement
Aggregate Allocation Amount                 Transfer and Servicing Agreement
Allocation Amount                           Transfer and Servicing Agreement
Business Day                                Transfer and Servicing Agreement
Collections                                 Transfer and Servicing Agreement
Commission                                  Transfer and Servicing Agreement
Defaulted Receivables                       Transfer and Servicing Agreement
FDIC                                        Transfer and Servicing Agreement
Finance Charge Receivables                  Transfer and Servicing Agreement
Initial Accounts                            Transfer and Servicing Agreement
Initial Cut-Off Date                        Transfer and Servicing Agreement
Lien                                        Transfer and Servicing Agreement
Moody's                                     Transfer and Servicing Agreement
Participation Interest Supplement           Transfer and Servicing Agreement
Person                                      Transfer and Servicing Agreement
Principal Receivables                       Transfer and Servicing Agreement
Principal Sharing Series                    Transfer and Servicing Agreement
Receivables                                 Transfer and Servicing Agreement
Receivables Purchase Agreement              Transfer and Servicing Agreement
Recoveries                                  Transfer and Servicing Agreement
Related Accounts                            Transfer and Servicing Agreement
Series Allocation Amount                    Transfer and Servicing Agreement
Servicer Default                            Transfer and Servicing Agreement
Servicing Fee                               Transfer and Servicing Agreement
Standard & Poor's                           Transfer and Servicing Agreement
Transfer Date                               Transfer and Servicing Agreement
Transferor Certificate                      Trust Agreement
Transferred Accounts                        Transfer and Servicing Agreement
UCC                                         Transfer and Servicing Agreement

</TABLE>

                                       1-l