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

                                       and

                GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.,
                                    as Issuer


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



                                    INDENTURE


                            Dated as of March 1, 2002


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




                  $51,698,228 Class A-1 Receivable-Backed Notes
                  $38,294,984 Class A-2 Receivable-Backed Notes
                  $84,887,215 Class A-3 Receivable-Backed Notes
                  $37,529,084 Class A-4 Receivable-Backed Notes
                   $10,722,596 Class B Receivable-Backed Notes
                   $10,850,245 Class C Receivable-Backed Notes
                   $13,658,544 Class D Receivable-Backed Notes


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                                TABLE OF CONTENTS
                                                                                            Page


<S>                                                                                        <C>

ARTICLE I  DEFINITIONS AND INCORPORATION BY REFERENCE.........................................1
         Section 1.01.     Definitions........................................................1
         Section 1.02.     Incorporation by Reference of Trust Indenture Act..................7
         Section 1.03.     Rules of Construction..............................................7

ARTICLE II  THE NOTES.........................................................................8
         Section 2.01.     Form...............................................................8
         Section 2.02.     Execution, Authentication and Delivery.............................8
         Section 2.03.     Temporary Notes....................................................9
         Section 2.04.     Registration; Registration of Transfer and Exchange................9
         Section 2.05.     Mutilated, Destroyed, Lost or Stolen Notes........................11
         Section 2.06.     Persons Deemed Owner..............................................11
         Section 2.07.     Payment of Principal and Interest; Defaulted Interest.............12
         Section 2.08.     Cancellation......................................................13
         Section 2.09.     Book-Entry Notes..................................................13
         Section 2.10.     Notices to Clearing Agency........................................14
         Section 2.11.     Definitive Notes..................................................14
         Section 2.12.     Release of Collateral.............................................15
         Section 2.13.     Tax Treatment.....................................................15
         Section 2.14.     CUSIP Numbers.....................................................15
         Section 2.15.     Transfer Restrictions.............................................15
         Section 2.16.     Rule 144A Information.............................................17
         Section 2.17.     Investor Letters..................................................17

ARTICLE III  COVENANTS; REPRESENTATIONS AND WARRANTIES.......................................17
         Section 3.01.     Payment of Principal and Interest.................................17
         Section 3.02.     Maintenance of Office or Agency...................................17
         Section 3.03.     Money for Payments to be Held in Trust............................18
         Section 3.04.     Existence.........................................................19
         Section 3.05.     Protection of Collateral..........................................20
         Section 3.06.     Reserved..........................................................20
         Section 3.07.     Performance of Obligations; Servicing of Contracts................20
         Section 3.08.     Negative Covenants................................................21
         Section 3.09.     Issuer May Consolidate, etc. Only on Certain Terms................22
         Section 3.10.     Successor or Transferee...........................................24
         Section 3.11.     No Other Business.................................................24
         Section 3.12.     No Borrowing......................................................24
         Section 3.13.     Notice of Events of Default.......................................24
         Section 3.14.     Further Instruments and Acts......................................24
         Section 3.15.     Compliance with Laws..............................................24
         Section 3.16.     Amendments of Limited Liability Company Agreement.................25
         Section 3.17.     Security Interest Representations and Warranties..................25
         Section 3.18.     Representations and Warranties of Issuer..........................26

                                       i

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ARTICLE IV  SATISFACTION AND DISCHARGE.......................................................28
         Section 4.01.     Satisfaction and Discharge of Indenture...........................28
         Section 4.02.     Application of Trust Money........................................29
         Section 4.03.     Repayment of Moneys Held by Paying Agent..........................29
         Section 4.04.     Release of Collateral.............................................30

ARTICLE V  REMEDIES..........................................................................30
         Section 5.01.     Events of Default.................................................30
         Section 5.02.     Rights Upon Event of Default; Notice..............................31
         Section 5.03.     Collection of Indebtedness and Suits for Enforcement by
                           Indenture Trustee; Authority of Indenture Trustee.................32
         Section 5.04.     Remedies..........................................................34
         Section 5.05.     Optional Preservation of the Contracts............................35
         Section 5.06.     Priorities........................................................35
         Section 5.07.     Limitation of Suits...............................................39
         Section 5.08.     Unconditional Rights of Noteholders to Receive Principal
                           and Interest......................................................40
         Section 5.09.     Restoration of Rights and Remedies................................40
         Section 5.10.     Rights and Remedies Cumulative....................................40
         Section 5.11.     Delay or Omission Not a Waiver....................................40
         Section 5.12.     Control by Noteholders............................................40
         Section 5.13.     Waiver of Past Defaults...........................................41
         Section 5.14.     Undertaking for Costs.............................................41
         Section 5.15.     Waiver of Stay or Extension Laws..................................42
         Section 5.16.     Action on Notes...................................................42
         Section 5.17.     Performance and Enforcement of Certain Obligations................42

ARTICLE VI  THE INDENTURE TRUSTEE............................................................43
         Section 6.01.     Duties of Indenture Trustee.......................................43
         Section 6.02.     Rights of Indenture Trustee.......................................44
         Section 6.03.     Individual Rights of Indenture Trustee............................46
         Section 6.04.     Indenture Trustee's Disclaimer....................................47
         Section 6.05.     Notice of Defaults................................................47
         Section 6.06.     Reports by Indenture Trustee to Holders...........................47
         Section 6.07.     Compensation and Indemnity........................................47
         Section 6.08.     Replacement of Indenture Trustee..................................48
         Section 6.09.     Successor Indenture Trustee by Merger.............................49
         Section 6.10.     Appointment of Co-Indenture Trustee or Separate Indenture
                           Trustee...........................................................49
         Section 6.11.     Eligibility.......................................................51
         Section 6.12.     Preferential Collection of Claims Against Issuer..................51
         Section 6.13.     Representations and Warranties of Indenture Trustee...............51

ARTICLE VII  NOTEHOLDERS' LISTS AND REPORTS..................................................52
         Section 7.01.     Issuer to Furnish Indenture Trustee Names and Addresses of
                           Noteholders.......................................................52
         Section 7.02.     Preservation of Information; Communication to Noteholders.........53
         Section 7.03.     Reports by Issuer.................................................53
         Section 7.04.     Reports by Indenture Trustee......................................54

ARTICLE VIII  ACCOUNTS, DISBURSEMENTS AND RELEASES...........................................54
         Section 8.01.     Collection of Money...............................................54

                                       ii

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         Section 8.02.     Trust Accounts....................................................54
         Section 8.03.     General Provisions Regarding Accounts.............................60
         Section 8.04.     Release of Collateral.............................................61
         Section 8.05.     Opinion of Counsel................................................61

ARTICLE IX  SUPPLEMENTAL INDENTURES..........................................................62
         Section 9.01.     Supplemental Indentures Without Consent of Noteholders............62
         Section 9.02.     Supplemental Indentures With Consent of Noteholders...............63
         Section 9.03.     Execution of Supplemental Indentures..............................64
         Section 9.04.     Effect of Supplemental Indenture..................................65
         Section 9.05.     Conformity With Trust Indenture Act...............................65
         Section 9.06.     Reference in Notes to Supplemental Indentures.....................65

ARTICLE X  REDEMPTION OF NOTES...............................................................65
         Section 10.01.    Redemption........................................................65
         Section 10.02.    Form of Redemption Notice.........................................66
         Section 10.03.    Notes Payable on Redemption Date..................................66

ARTICLE XI  MISCELLANEOUS....................................................................67
         Section 11.01.    Compliance Certificates and Opinions, etc.........................67
         Section 11.02.    Form of Documents Delivered to Indenture Trustee..................68
         Section 11.03.    Acts of Noteholders...............................................69
         Section 11.04.    Notices...........................................................70
         Section 11.05.    Notices to Noteholders; Waiver....................................70
         Section 11.06.    Alternate Payment and Notice Provisions...........................71
         Section 11.07.    Effect of Headings and Table of Contents..........................71
         Section 11.08.    Successors and Assigns............................................71
         Section 11.09.    Separability......................................................71
         Section 11.10.    Benefits of Indenture.............................................71
         Section 11.11.    Legal Holidays....................................................71
         Section 11.12.    Governing Law.....................................................72
         Section 11.13.    Counterparts......................................................72
         Section 11.14.    Recording of Indenture............................................72
         Section 11.15.    Issuer Obligation.................................................72
         Section 11.16.    No Petition.......................................................73
         Section 11.17.    Inspection........................................................73
         Section 11.18.    Conflict with Trust Indenture Act.................................73
         Section 11.19.    Communication by Note Owners with Other Note Owners...............74


                                    EXHIBITS

         EXHIBIT A - Form of Transfer and Servicing Agreement                            A-1
         EXHIBIT B - Form of Class A-1 Note                                              B-1
         EXHIBIT C - Form of Class A-2 Note                                              C-1
         EXHIBIT D - Form of Class A-3 Note                                              D-1
         EXHIBIT E - Form of Class A-4 Note                                              E-1
         EXHIBIT F - Form of Class B Note                                                F-1


                                      iii

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<S>                                                                                    <C>

         EXHIBIT G - Form of Class C Note                                                G-1
         EXHIBIT H - Form of Class D Note                                                H-1
         EXHIBIT I - Form of Note Assignment                                             I-1
         EXHIBIT J - Form of Note Depository Agreement                                   J-1
         EXHIBIT K - Form of Investor Letter                                             K-1
         EXHIBIT L

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                                       iv


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<TABLE>
<CAPTION>


                        CROSS-REFERENCE TABLE

Trust Indenture
Act of 1939                                                 Indenture
Section                                                     Section
-------------------                                         -------

<S>                                                       <C>

310(a)                                                      6.11
310(b)                                                      6.11
310(c)                                                      N.A.
311(a)                                                      6.12
311(b)                                                      6.12
311(c)                                                      N.A.
312(a)                                                      7.01, 7.02
312(b)                                                      7.02
312(c)                                                      7.02
313(a)                                                      7.04
313(b)                                                      7.04
313(c)                                                      7.03, 7.04
314(a)                                                      7.03
314(b)                                                      3.06
314(c)                                                      4.04, 11.01
314(d)                                                      8.04, 11.01
314(e)                                                      11.01
314(f)                                                      N.A.
315(a)                                                      6.01
315(b)                                                      6.05
315(c)                                                      6.01
315(d)                                                      6.01
315(e)                                                      5.14
316(a)                                                      2.07, 5.04
316(b)                                                      5.08, 9.02
316(c)                                                      1.01
317(a)                                                      5.03
317(b)                                                      3.03
318(a)                                                      11.18

</TABLE>
<PAGE>


         This INDENTURE, dated as of March 1, 2002 (this "Indenture"), is
between GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C., a Delaware limited
liability company (the "Issuer"), and JPMORGAN CHASE BANK, in its capacity as
indenture trustee (the "Indenture Trustee") and not in its individual capacity.

         Each party agrees as follows for the benefit of the other parties and
for the equal and ratable benefit of the Holders of the Issuer's 2.25794% Class
A-1 Receivable-Backed Notes (the "Class A-1 Notes"), 3.360% Class A-2
Receivable-Backed Notes (the "Class A-2 Notes"), 4.470% Class A-3
Receivable-Backed Notes (the "Class A-3 Notes"), 5.100% Class A-4
Receivable-Backed Notes (the "Class A-4 Notes"), 4.600% Class B
Receivable-Backed Notes (the "Class B Notes") 4.910% Class C Receivable-Backed
Notes (the "Class C Notes") and 5.550% Class D Receivable-Backed Notes (the
"Class D Notes," together with the Class A-1 Notes, Class A-2 Notes, Class A-3
Notes, Class A-4 Notes, Class B Notes and Class C Notes, the "Notes"):

                                 GRANTING CLAUSE

         The Issuer hereby grants, transfers, assigns and otherwise conveys to
the Indenture Trustee on the Closing Date, on behalf of and for the benefit of
the Holders of the Notes, without recourse, all of the Issuer's right, title and
interest in, to and under the Conveyed Assets as may be held from time to time
by the Issuer (as each such defined term is defined in Section 1.01)
(collectively, the "Collateral").

         The foregoing Grant is made in trust to secure the payment of principal
of and interest on, and any other amounts owing in respect of, the Notes,
equally and ratably without prejudice, priority or distinction and all other
sums owing by the Issuer hereunder or under any other Transaction Document, and
to secure compliance with the provisions of this Indenture, all as provided in
this Indenture.

         The Indenture Trustee, as Indenture Trustee on behalf of the Holders of
the Notes, acknowledges such Grant, accepts the trusts under this Indenture in
accordance with the provisions of this Indenture and agrees to perform its
duties required in this Indenture to the best of its ability.


                                    ARTICLE I

                   DEFINITIONS AND INCORPORATION BY REFERENCE

         SECTION 1.01.     DEFINITIONS.
                           -----------

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

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

<PAGE>

         "Authorized Officer" means, with respect to the Issuer, any officer of
the Issuer who is authorized to act for the Issuer who is identified on the list
of Authorized Officers delivered by the Issuer to the Indenture Trustee on the
Closing Date (as such list may be modified or supplemented from time to time
thereafter).

         "Book-Entry Notes" means a beneficial interest in the Notes, ownership
and transfers of which shall be made through book entries by a Clearing Agency
as described in Section 2.09.

         "Business Day" means any day other than a Saturday, Sunday or other day
on which banking institutions in the city of Cedar Rapids, Iowa or New York, New
York are authorized or obligated by law, executive order or governmental decree
to be closed.

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

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

         "Collateral" means the Collateral Granted to the Indenture Trustee
under this Indenture, including all proceeds thereof.

         "Collateral Data" means the loan level data and the aggregate data
regarding the Contracts indicated on Exhibit L.

         "Commission" means the United States Securities and Exchange
Commission.

         "Conveyed Assets" has the same meaning given such term in the Transfer
and Servicing Agreement.

         "Corporate Trust Office" means the principal office of the Indenture
Trustee at which at any particular time its corporate trust business shall be
administered which office at date of the execution of this Indenture is located
at 450 West 33rd Street, New York, New York 10001, Attention: Institutional
Trust Services, GreatAmerica Leasing Receivables 2002-1; or at such other
address as the Indenture Trustee may designate from time to time by notice to
the Noteholders and the Issuer, or the principal corporate trust office of any
successor Indenture Trustee (the address of which the successor Indenture
Trustee will notify the Noteholders and the Issuer).

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

         "Definitive Notes" shall have the meaning specified in Section 2.09.

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

                                       2

<PAGE>

         "ERISA" means the United States Employee Retirement Income Security Act
of 1974, as amended from time to time, and the regulations promulgated and
rulings issued thereunder.

         "Event of Default" shall have the meaning specified in Section 5.01.

         "Exchange Act" means the Securities Exchange Act of 1934, and
regulations promulgated thereunder.

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

         "Grant" means mortgage, pledge, bargain, sell, warrant, alienate,
demise, release, convey, assign, transfer, create and grant a lien upon and a
security interest in and right of set-off against, deposit, set over and confirm
pursuant to this Indenture. A Grant of the Collateral or of any other agreement
or instrument shall include all rights, powers and options (but none of the
obligations) of the granting party thereunder, including the immediate and
continuing right to claim for, collect, receive and give receipt for principal
and interest payments in respect of the Collateral and all other moneys payable
thereunder, to give and receive notices and other communications, to make
waivers or other agreements, to exercise all rights and options, to bring
Proceedings in the name of the granting party or otherwise and generally to do
and receive anything that the granting party is or may be entitled to do or
receive thereunder or with respect thereto.

         "Holder" means with respect to a Note, the Person in whose name such
Note is registered in the Note Register.

         "Indenture Securities" means the Notes.

         "Indenture Security Holder" means a Noteholder.

         "Indenture Trustee" means JPMorgan Chase Bank, as Indenture Trustee
under this Indenture, or any successor Indenture Trustee under this Indenture.

         "Independent" means, when used with respect to any specified Person,
that the Person (i) is in fact independent of the Issuer, the Originator and any
of their respective Affiliates, (ii) does not have any direct financial interest
or any material indirect financial interest in the Issuer, the Originator or any
of their respective Affiliates, and (iii) is not connected with the Issuer, the
Originator 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
approved by the Indenture Trustee in the exercise of reasonable care, and

                                       3

<PAGE>

such opinion or certificate  shall state that the signer has read the definition
of "Independent" in this Indenture and that the signer is Independent within the
meaning thereof.

         "Interest Rate" means, as the context may require, the Class A-1
Interest Rate, the Class A-2 Interest Rate, the Class A-3 Interest Rate, the
Class A-4 Interest Rate, the Class B Interest Rate, the Class C Interest Rate
and the Class D Interest Rate, or any of them, in each case as defined in the
Transfer and Servicing Agreement.

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

         "Note Depository Agreement" means the agreement dated as of the Closing
Date, among the Issuer, GreatAmerica Leasing Corporation, the Indenture Trustee
and DTC, as the initial Clearing Agency, relating to the Notes, substantially in
the form of Exhibit J hereto.

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

         "Note Register" and "Note Registrar" have the respective meanings
specified in Section 2.04.

         "Noteholders" means Holders.

         "Officer's Certificate" means a certificate signed by any Authorized
Officer of the Issuer, under the circumstances described in, and otherwise
complying with, the applicable requirements of Section 11.01, and delivered to
the Indenture Trustee. Unless otherwise specified, any reference in this
Indenture to an Officer's Certificate shall be to an Officer's Certificate of
any Authorized Officer of the Issuer.

         "Opinion of Counsel" means one or more written opinions of counsel who
may, except as otherwise expressly provided in this Indenture, be internal or
outside counsel to the Issuer (except as to legal matters relating to federal
securities laws (including the Trust Indenture Act) or tax laws, who shall be
outside counsel) and who shall be satisfactory to the Indenture Trustee and
which shall comply with any applicable requirements of Section 11.01.

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

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

                                       4

<PAGE>

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

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

provided, however, that in determining whether the Holders of the requisite
Outstanding Amount have given any request, demand, authorization, direction,
notice, consent or waiver hereunder or under any other Transaction Document,
Notes owned by the Issuer, the Originator, the Servicer or any of their
respective Affiliates shall be disregarded and deemed not to be Outstanding,
except that, in determining whether the Indenture Trustee shall be protected in
relying upon any such request, demand, authorization, direction, notice, consent
or waiver, only Notes that a Responsible Officer of the Indenture Trustee
actually knows to be so owned shall be so disregarded. Notes so owned that have
been pledged in good faith may be regarded as Outstanding if the pledgee
establishes to the satisfaction of the Indenture Trustee the pledgee's right so
to act with respect to such Notes and that the pledgee is not the Issuer, the
Originator or any of their respective Affiliates.

         "Outstanding Amount" means the aggregate principal amount of all Notes
of one Class or of all Classes, as the case may be, Outstanding at the date of
determination.

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

         "Predecessor Note" means, with respect to any particular Note, every
previous Note evidencing all or a portion of the same debt as that evidenced by
such particular Note; and for the purpose of this definition, any Note
authenticated and delivered under Section 2.05 in lieu of a mutilated, lost,
destroyed or stolen Note shall be deemed to evidence the same debt as the
mutilated, lost, destroyed or stolen Note.

         "Private Notes" means each of the Class C Notes and the Class D Notes.

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

         "Redemption Date" means, in the case of a redemption of the Notes
pursuant to Section 10.01(a) or a payment to Noteholders pursuant to Section
10.01(b), the Payment Date specified by the Servicer or the Issuer pursuant to
Section 10.01(a) or 10.01(b), as the case may be.

                                       5

<PAGE>

         "Redemption Date Amount" means (i) in the case of a redemption of the
Notes pursuant to Section 10.01(a), an amount equal to the unpaid principal
amount of the Notes redeemed plus accrued and unpaid interest thereon at the
Interest Rate for each Class of Notes being so redeemed to but excluding the
Redemption Date plus Unreimbursed Servicer Advances, or (ii) in the case of a
payment made to Noteholders pursuant to Section 10.01(b), the amount on deposit
in the Note Distribution Account, but not in excess of the amount specified in
clause (i) above.

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

         "Responsible Officer" means, with respect to the Indenture Trustee, any
officer within the Corporate Trust Office (or any successor group of the
Indenture Trustee), including any vice president, assistant secretary or other
officer or assistant officer of the Indenture Trustee customarily performing
functions similar to those performed by the people who at such time shall be
officers, respectively, and, in each case, having direct responsibility for the
administration of this Indenture or, with respect to a particular matter, to
whom any corporate trust matter is referred at the Corporate Trust Office of the
Indenture Trustee because of his knowledge of and familiarity with the
particular subject.

         "State" means any one of the 50 states of the United States, or the
District of Columbia or any of its territories.

         "Termination Date" means the date on which the Indenture Trustee shall
have received payment and performance of all amounts and obligations which the
Issuer may owe to or on behalf of the Indenture Trustee for the benefit of the
Noteholders under this Indenture or the Notes.

         "Transfer and Servicing Agreement" means the Transfer and Servicing
Agreement, dated as of the date hereof, among the Indenture Trustee, the Issuer,
the Servicer and the Originator, substantially in the form of Exhibit A hereto.

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

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

         "Unit" means the units issued to the sole equity member of the Issuer,
as reflected in the limited liability company agreement of the Issuer dated as
of September 24, 2001, as such limited liability company agreement may be
amended from time to time.

         (b) Except as otherwise specified herein or as the context may
otherwise require, capitalized terms used herein that are not otherwise defined
shall have the meanings ascribed thereto in the Transfer and Servicing
Agreement.

                                       6

<PAGE>

         SECTION 1.02.     INCORPORATION BY REFERENCE OF TRUST INDENTURE ACT.
                           -------------------------------------------------

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

         "Commission" means the Securities and Exchange Commission.

         "Indenture securities" means the Notes.

         "Indenture security holder" means a Noteholder.

         "Indenture to be qualified" means this Indenture.

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

         SECTION 1.03.     RULES OF CONSTRUCTION.
                           ---------------------

         Unless the context otherwise requires:

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

                  (ii)   an accounting term not otherwise defined has the
         meaning assigned to it in accordance with generally accepted accounting
         principles as in effect from time to time;

                  (iii)  "or" is not by its use intended to exclude all other
         items;

                  (iv)   "including" means including without limitation;

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

                  (vi) any agreement, instrument or statute defined or referred
         to herein or in any instrument or certificate delivered in connection
         herewith means such agreement, instrument or statute as from time to
         time amended, modified or supplemented and includes (in the case of
         agreements or instruments) references to all attachments thereto and
         instruments incorporated therein; references to a Person are also to
         its permitted successors and assigns; and

                                       7

<PAGE>

                  (vii) the words "hereof," "herein" and "hereunder" and words
         of similar import when used in this Indenture shall refer to this
         Indenture as a whole and not to any particular provision of this
         Indenture; Section, subsection and Schedule references contained in
         this Indenture are references to Sections, subsections and Schedules in
         or to this Indenture unless otherwise specified.


                                   ARTICLE II

                                    THE NOTES

         SECTION 2.01.     FORM.
                           ----

         The Notes, in each case together with the Indenture Trustee's
certificate of authentication, shall be in substantially the forms set forth as
Exhibits B, C, D, E, F, G and H to this Indenture with such appropriate
insertions, omissions, substitutions and other variations as are required or
permitted by this Indenture and may have such letters, numbers or other marks of
identification and such legends or endorsements placed thereon as may,
consistently herewith, be determined by the officers executing such Notes, as
evidenced by their execution of the Notes. Any portion of the text of any Note
may be set forth on the reverse thereof, with an appropriate reference thereto
on the face of the Note.

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

         SECTION 2.02.     EXECUTION, AUTHENTICATION AND DELIVERY.
                           --------------------------------------

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

         The Indenture Trustee shall, upon receipt of an Issuer Order,
authenticate and deliver for original issue (i) Class A-1 Notes in an aggregate
principal amount of $51,698,228, (ii) Class A-2 Notes in an aggregate principal
amount of $38,294,984, (iii) Class A-3 Notes in an aggregate principal amount of
$84,887,215, (iv) Class A-4 Notes in an aggregate principal amount of
$37,529,084, (v) Class B Notes in an aggregate principal amount of $10,722,596,
(vi) Class C Notes in an aggregate principal amount of $10,850,245 and (vii)
Class D Notes in an aggregate principal amount of $13,658,544. The aggregate
principal amount of such Classes of Notes Outstanding at any time may not exceed
such respective amounts, except as otherwise provided in Section 2.05.

         Each Note shall be dated the date of its authentication. The Class A-1,
Class A-2, Class A-3, Class A-4 and Class B Notes shall be issuable as
registered Notes in the minimum

                                       8

<PAGE>

denomination  of $1,000 and in integral  multiples of $1,000 in excess  thereof,
except that one Note of each Class may be issued in an incremental  denomination
of less than $1,000. The Class C and Class D Notes shall be issuable as Notes in
the minimum  denomination  of $100,000 and in integral  multiples of $100,000 in
excess  thereof,  except  that  one  Note of each  Class  will be  issued  in an
incremental denomination of less than $100,000.

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

         SECTION 2.03.     TEMPORARY NOTES.
                           ---------------

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

         If temporary Notes are issued, the Issuer will cause Book-Entry Notes
or Definitive Notes to be prepared without unreasonable delay. After the
preparation of Book-Entry Notes or Definitive Notes, the temporary Notes shall
be exchangeable for Book-Entry Notes or Definitive Notes upon surrender of the
temporary Notes at the office or agency of the Issuer to be maintained as
provided in Section 3.02, without charge to the Holder. Upon surrender for
cancellation of any one or more Notes, the Issuer shall execute and the
Indenture Trustee shall authenticate and deliver in exchange therefor a like
tenor and principal amount of definitive Notes of authorized denominations.
Until so exchanged, the temporary Notes shall in all respects be entitled to the
same benefits under this Indenture as Book-Entry Notes or Definitive Notes.

         SECTION 2.04.     REGISTRATION; REGISTRATION OF TRANSFER AND EXCHANGE.
                           ---------------------------------------------------

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

         If a Person other than the Indenture Trustee is appointed by the Issuer
as Note Registrar, the Issuer will give the Indenture Trustee prompt written
notice of the appointment of such Note Registrar and of the location, and any
change in the location, of the Note Register, and the Indenture Trustee shall
have the right to inspect the Note Register at all reasonable times and to
obtain copies thereof, and the Indenture Trustee shall have the right to rely
upon a certificate

                                       9

<PAGE>

executed on behalf of the Note Registrar by an executive  officer  thereof as to
the names and  addresses of the Holders of the Notes and the  principal  amounts
and the amounts and number of such Notes.

         Only upon surrender for registration of transfer of any Note at the
office or agency of the Issuer to be maintained as provided in Section 3.02,
shall the Issuer execute, and the Indenture Trustee authenticate and the
Noteholder obtain from the Indenture Trustee, in the name of the designated
transferee or transferees, one or more new Notes of the same Class in any
authorized denominations, of a like aggregate principal amount.

         At the option of the Holder, Notes may be exchanged for other Notes of
the same Class in any authorized denominations, of a like aggregate amount, upon
surrender of the Notes to be exchanged at such office or agency. Whenever any
Notes are so surrendered for exchange, the Issuer shall execute, and the
Indenture Trustee shall authenticate and the Noteholder shall obtain from the
Indenture Trustee, the Notes that the Noteholder making the exchange is entitled
to receive.

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

         Every Note presented or surrendered for registration of transfer or
exchange shall be duly endorsed by, or be accompanied by a written instrument of
transfer in form satisfactory to the Indenture Trustee duly executed by, the
Holder thereof or such Holder's attorney duly authorized in writing, with such
signature guaranteed by a commercial bank or trust company located, or having a
correspondent located in the city in which the Corporate Trust Office is
located, or by a member firm of a national securities exchange, and such other
documents as the Indenture Trustee may require.

         No service charge shall be made to a Holder for any registration of
transfer or exchange of Notes, but the Issuer or the Indenture Trustee may
require payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection with any registration of transfer or
exchange of Notes, other than exchanges pursuant to Section 2.03 not involving
any transfer.

         The preceding provisions of this Section notwithstanding, the Issuer
shall not be required to make and the Note Registrar need not register transfers
or exchanges of Notes selected for redemption or of any Note for a period of 15
days preceding the due date for any payment with respect to the Note.

         Neither the Indenture Trustee nor the Registrar shall have any
responsibility to monitor or restrict the transfer of beneficial ownership in
any Note an interest in which is transferable through the facilities of the
Clearing Agency.

                                       10

<PAGE>

         SECTION 2.05.     MUTILATED, DESTROYED, LOST OR STOLEN NOTES.
                           ------------------------------------------

         If (i) any mutilated Note is surrendered to the Indenture Trustee, or
the Indenture Trustee receives evidence to its satisfaction of the destruction,
loss or theft of any Note, and (ii) there is delivered to the Indenture Trustee
such security or indemnity as may be required by them to hold the Issuer and the
Indenture Trustee harmless, then, in the absence of notice to the Issuer, the
Note Registrar or the Indenture Trustee that such Note has been acquired by a
bona fide purchaser, the Issuer shall execute and upon its written request the
Indenture Trustee shall authenticate and deliver, in exchange for or in lieu of
any such mutilated, destroyed, lost or stolen Note, a replacement Note of the
same Class; provided, however, that if any such destroyed, lost or stolen Note,
but not a mutilated Note, shall have become or within seven days shall be due
and payable, or shall have been called for redemption, instead of issuing a
replacement Note, the Issuer may pay such destroyed, lost or stolen Note when so
due or payable or upon the Redemption Date without surrender thereof. If, after
the delivery of such replacement Note or payment of a destroyed, lost or stolen
Note pursuant to the proviso to the preceding sentence, a bona fide purchaser of
the original Note in lieu of which such replacement Note was issued presents for
payment such original Note, the Issuer and the Indenture Trustee shall be
entitled to recover such replacement Note (or such payment) from the Person to
whom it was delivered or any Person taking such replacement Note from such
Person to whom such replacement Note was delivered or any assignee of such
Person, except a bona fide purchaser, and shall be entitled to recover upon the
security or indemnity provided therefor to the extent of any loss, damage, cost
or expense incurred by the Issuer or the Indenture Trustee in connection
therewith.

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

         Every replacement Note issued pursuant to this Section 2.05 in
replacement of any mutilated, destroyed, lost or stolen Note shall constitute an
original additional contractual obligation of the Issuer, whether or not the
mutilated, destroyed, lost or stolen Note shall be at any time enforceable by
anyone, and shall be entitled to all of the benefits of this Indenture equally
and proportionately with any and all other Notes duly issued hereunder.

         The provisions of this Section 2.05 are exclusive and shall preclude
(to the extent lawful) all other rights and remedies with respect to the
replacement or payment of mutilated, destroyed, lost or stolen Notes.

         SECTION 2.06.     PERSONS DEEMED OWNER.
                           --------------------

         Prior to due presentment for registration of transfer of any Note, the
Issuer, the Indenture Trustee, and any of their respective agents may treat the
Person in whose name any Note is registered (as of the day of determination) as
the owner of such Note for the purpose of receiving payments of principal of and
interest, if any, on such Note and for all other purposes whatsoever,

                                       11

<PAGE>

whether  or not such Note be  overdue,  and none of the  Issuer,  the  Indenture
Trustee nor any of their  respective  agents  shall be affected by notice to the
contrary.

         SECTION 2.07.   PAYMENT OF PRINCIPAL AND INTEREST; DEFAULTED INTEREST.
                         -----------------------------------------------------

         (a) Each Class of Notes shall accrue interest at the related Interest
Rate, and such interest shall be payable on each Payment Date as specified
therein, subject to Section 3.01. Any installment of interest or principal, if
any, payable on any Note which is punctually paid or duly provided for by the
Issuer on the applicable Payment Date shall be paid to the Person in whose name
such Note (or one or more Predecessor Notes) is registered on the Record Date,
by wire transfer, if such Person is either DTC or its nominee or if such Person
provides written instructions to the Indenture Trustee at least ten days prior
to the Payment Date, otherwise by check, in immediately available funds to the
account designated by such Person and except for the final installment of
principal payable with respect to such Note on a Payment Date or on the related
final Payment Date, as the case may be (and except for the Redemption Date
Amount for any Note called for redemption pursuant to Section 10.01(a)), which
shall be payable as provided below; provided, however, that if Definitive Notes
are made available under Section 2.11, payments may be made to such Persons by
either wire transfer or check. Any funds returned undelivered shall be held in
accordance with Section 3.03.

         (b) The principal of each Note shall be payable on each Payment Date to
the extent provided herein, including as provided in the form of the related
Note set forth as an Exhibit hereto. Notwithstanding the foregoing, the entire
unpaid principal amount of the Notes shall be due and payable, if not previously
paid, on the date on which an Event of Default shall have occurred and be
continuing, unless the Required Holders have waived such Event of Default in the
manner provided in Section 5.02. All principal payments on each Class of Notes
shall be made pro rata to the Noteholders of such Class entitled thereto. The
Indenture Trustee shall notify the Person in whose name a Note is registered at
the close of business on the Record Date preceding the Payment Date on which the
Issuer expects that the final installment of principal of and interest on such
Note will be paid. Such notice shall specify that such final installment will be
payable only upon presentation and surrender of such Note and shall specify the
place where such Note may be presented and surrendered for payment of such
installment. Notices in connection with redemptions of Notes shall be mailed to
Noteholders as provided in Section 10.02.

         (c) If the Issuer defaults in a payment of interest on the Notes, the
Issuer shall pay defaulted interest at the applicable Interest Rate in any
lawful manner. The Issuer may pay such defaulted interest to the Persons who are
Noteholders on any Payment Date in the manner and to the extent provided in the
Transfer and Servicing Agreement.

         (d) All payments to be made by the Issuer under this Indenture shall be
made only from the income and proceeds from the Collateral and only to the
extent that the Issuer shall have sufficient income or proceeds from the
Collateral to enable the Issuer to make payments in accordance with the terms
hereof.

                                       12

<PAGE>

         SECTION 2.08.     CANCELLATION.
                           ------------

         All Notes surrendered for payment, registration of transfer, exchange
or redemption shall, if surrendered to any Person other than the Indenture
Trustee, be delivered to the Indenture Trustee and shall be promptly cancelled
by the Indenture Trustee. The Issuer may at any time deliver to the Indenture
Trustee for cancellation any Notes previously authenticated and delivered
hereunder which the Issuer may have acquired in any manner whatsoever, and all
Notes so delivered shall be promptly 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 may be held or disposed of by the Indenture Trustee in
accordance with its standard retention or disposal policy as in effect at the
time unless the Issuer shall direct by an Issuer Order that they be destroyed or
returned to it; provided that such Issuer Order is timely and the Notes have not
been previously disposed of by the Indenture Trustee.

         SECTION 2.09.     BOOK-ENTRY NOTES.
                           ----------------

         The Notes, upon original issuance, will be issued in the form of a
typewritten Note or Notes representing the Book-Entry Notes, to be delivered to
DTC, the initial depository, by, or on behalf of, the Issuer. Such Notes shall
initially be registered on the Note Register in the name of Cede & Co., or the
nominee of the initial Clearing Agency, and no Noteholder of such Notes will
receive a Definitive Note representing such Noteholder's interest in such Note,
except as provided in Section 2.11. Unless and until definitive, fully
registered Notes (the "Definitive Notes") have been issued to Noteholders
pursuant to Section 2.11:

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

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

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

                  (iv) the rights of Noteholders shall be exercised only through
         the Clearing Agency and shall be limited to those established by law
         and agreements between such Noteholders and the Clearing Agency and/or
         the Clearing Agency Participants. Pursuant to the Note Depository
         Agreement, unless and until Definitive Notes are issued pursuant to
         Section 2.11, the Clearing Agency will make book-entry transfers among
         the Clearing Agency Participants and receive and transmit payments of
         principal of and interest on the Notes to such Clearing Agency
         Participants; and

                  (v) whenever this Indenture requires or permits actions to be
         taken based upon instructions or directions of Noteholders evidencing a
         specified percentage of the

                                       13

<PAGE>

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

         SECTION 2.10.     NOTICES TO CLEARING AGENCY.
                           --------------------------

         Whenever a notice or other communication to the Noteholders is required
under this Indenture, unless and until Definitive Notes shall have been issued
to Noteholders pursuant to Section 2.11, the Indenture Trustee shall give all
such notices and communications specified herein to be given to Noteholders of
the Notes to the Clearing Agency, and shall have no obligation to the
Noteholders.

         SECTION 2.11.     DEFINITIVE NOTES.
                           ----------------

         If (i)(A) the Issuer advises the Indenture Trustee in writing that the
Clearing Agency is no longer willing or able to properly discharge its
responsibilities as described in the Note Depository Agreement, and (B) the
Indenture Trustee or the Issuer is unable to locate 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 (iii) after
the occurrence of an Event of Default, Note Owners for such Notes representing
not less than 66 2/3% of the Outstanding Amount of such Class of Notes advise
the Indenture Trustee and the Clearing Agency through the Clearing Agency
Participants in writing that the continuation of a book-entry system through the
Clearing Agency is no longer in the best interests of the related Note Owners,
then the Indenture Trustee shall notify all Note Owners of the related Class or
Classes of Notes, through the Clearing Agency, of the occurrence of any such
event and of the availability of Definitive Notes of the related Class of Notes
to Note Owners requesting the same. Upon surrender to the Indenture Trustee of
the Note or Notes representing the Book-Entry Notes by the Clearing Agency,
accompanied by registration instructions, the Issuer shall execute and the
Indenture Trustee shall authenticate the Definitive Notes in accordance with the
instructions of the Clearing Agency. None of the Issuer, the Note Registrar or
the Indenture Trustee shall be liable for any delay in delivery of such
instructions and may conclusively rely on, and shall be protected in relying on,
such instructions. Upon the issuance of Definitive Notes of a Class, the
Indenture Trustee shall recognize the holders of the Definitive Notes as
Noteholders hereunder.

         The Indenture Trustee shall not be liable if the Indenture Trustee or
the Issuer is unable to locate a qualified successor Clearing Agency. Definitive
Notes shall be typewritten, printed, lithographed or engraved or produced by any
combination of these methods (with or without steel engraved borders), all as
determined by the officers executing such Notes, as evidenced by their execution
of such Notes.

         SECTION 2.12.     RELEASE OF COLLATERAL.
                           --------------------

         The Indenture Trustee shall release property from the lien of this
Indenture only in accordance with the provisions of Section 4.04.

         SECTION 2.13.     TAX TREATMENT.
                           -------------

         The Issuer and the purchasers of the Notes intend, and will take all
actions consistent with such intention and will not take or permit to be taken
any action inconsistent with such intention, that the Notes be treated as
indebtedness that is solely secured by the Pledged Assets for all federal,
state, local, and foreign income and franchise tax purposes. The Issuer, by
entering into this Indenture, and each Noteholder, by its acceptance of its
Note, agree to treat the Notes for federal, state and local income, single
business and franchise tax purposes as indebtedness.

         SECTION 2.14.     CUSIP NUMBERS.
                           -------------

         The Issuer in issuing the Notes may use "CUSIP" or "private placement"
numbers (if then generally in use), and, if so, the Indenture Trustee shall
indicate the "CUSIP" or "private placement" numbers of the Notes in notices of
redemption and related materials as a convenience to Holders of Notes; provided
that any such notice may state that no representation is made as to the
correctness of such numbers either as printed on the Notes or as contained in
any notice of redemption and related materials.

         SECTION 2.15.     TRANSFER RESTRICTIONS.
                           ---------------------

         Other than the initial purchase occurring on the Closing Date, neither
the Private Notes nor any interest therein may be offered or sold except to a
Person whom the transferor of the Private Notes or an interest therein
reasonably believes is a Qualified Institutional Buyer ("QIB") purchasing for
its own account in accordance with Rule 144A under the Securities Act.
Prospective investors in the Private Notes are hereby notified that transferors
of the Private Notes are relying on the exemption from the provisions of the
Securities Act provided by Rule 144A. Each Private Noteholder and each
beneficial owner of the Private Notes, by its acceptance thereof or of such
beneficial interest, will be deemed to have represented and agreed as follows:
(i) such Holder or owner understands that the Private Notes may be resold only
to QIBs pursuant to Rule 144A and that the Private Notes will be available only
as beneficial interests in the Rule 144A Global Note; (ii) such Holder or owners
understands that the Private Notes are restricted securities and have not been
and will not be registered under the Securities Act or any state or other
applicable securities law and that the Private Notes, or any interest or
participation therein, may not be offered, sold, pledged or otherwise
transferred unless registered pursuant to, or exempt from registration under,
the Securities Act and any other applicable securities law; (iii) such Holder or
owner acknowledges that none of the initial investors has made any
representation to it with respect to the offering or sale of any Private Notes,
other than the information contained in the Private Placement Memorandum
(including the exhibit attached thereto) that has been delivered to it and upon
which it is relying in making its investment decision with respect to the
Private Notes; (iv) it has had access to such financial and other information
concerning the Private Notes as it has

                                       15

<PAGE>

deemed necessary in connection with its decision to purchase the Private Notes;
(v) such Holder or owner acknowledges that the Private Notes will bear a legend
as set forth in the form of Private Note attached as Exhibit G or Exhibit H, as
applicable, hereto, unless the Issuer determines otherwise, consistent with
applicable law; (vi) if it is acquiring any Private Note, or any interest or
participation therein, as a fiduciary or agent for one or more investor
accounts, such Holder or owner represents that it has sole investment discretion
with respect to such account and that it has full power to make the
acknowledgments, representations and agreements contained herein on behalf of
each such account; (vii) such Holder or owner (1) is a QIB, (2) is aware that
the sale to it is being made in reliance on Rule 144A and if it is acquiring
such Private Notes or any interest or participation therein for the account of
another QIB, such other QIB is aware that the sale is being made in reliance on
Rule 144A and (3) is acquiring such Private Notes or any interest or
participation therein for its own account or for the account of a QIB; (viii)
such Holder or owner is purchasing the Private Notes for its own account, or for
one or more investor accounts for which it is acting as fiduciary or agent, in
each case for investment, and not with a view to, or for offer or sale in
connection with, any distribution thereof in violation of the Securities Act,
subject to any requirements of law that the disposition of its property or the
property of such investor account or accounts be at all times within its or
their control and subject to its or their ability to resell such Private Notes,
or any interest or participation therein, as provided herein and in the
Indenture; (ix) such Holder or owner agrees that if in the future it should
offer, sell or otherwise transfer such Private Note or any interest or
participation therein, it will do so only (A) to the Issuer, or (B) pursuant to
Rule 144A to a person whom it reasonably believes is a QIB in a transaction
meeting the requirements of Rule 144A, purchasing for its own account or for the
account of a QIB, whom it has informed that such offer, sale or other transfer
is being made in reliance on Rule 144A, (x) such Holder or owner acknowledges
that each class of the Private Notes will be represented by a Rule 144A Global
Note and that transfers thereof or any interest or participation therein are
restricted; and (xi) such Holder or owner acknowledges that the Issuer, the
Originator and others will rely on the truth and accuracy of the foregoing
acknowledgments, representations and agreements, and agrees that if any of the
foregoing acknowledgments, representations and agreements deemed to have been
made by it are no longer accurate, it shall promptly notify the Issuer and the
Originator.

         By its acceptance of a Class D Note, each Holder of any such Class D
Note will be deemed to have represented and agreed that no transfer of such
Class D Note shall be made (i) that would result in there being more than one
hundred (100) owners of the Units and the Class D Notes or (ii) to any
beneficial owner of an interest in a partnership, grantor trust or S corporation
(herein referred to as a "Flow-through entity") which Flow-through entity owns,
directly or indirectly through other Flow-through entities, any Units or the
Class D Notes if fifteen percent (15%) or more of such beneficial owner's
interest in the Flow-through entity is attributable to the Flow-through entity's
interest (direct or indirect) in the Units or the Class D Notes.

         By its acceptance of a Class D Note, each Holder of any such Class D
Note will be deemed to have acknowledged that the Issuer shall not participate
in the (i) creation of an interdealer quotation system or a secondary market or
the substantial equivalent thereof (a "Market") for the Units or the Class D
Notes, or (ii) inclusion of Units or the Class D Notes on a Market. If a Market
develops without the participation by the Issuer, the Issuer will not recognize
any transfers made on the Market by (i) redeeming the transferor Member or owner
of

                                       16

<PAGE>

a Class D Note (in the case of a redemption or repurchase by the Issuer) or (ii)
admitting the transferee as a partner or otherwise recognizing any rights of the
transferee, such as a right of the transferee to receive distributions (directly
or indirectly) or to acquire an interest in the capital or profits of the Issuer
(except as otherwise expressly provided in the Class D Notes).

         SECTION 2.16.     RULE 144A INFORMATION.
                           ---------------------

         In order to preserve the exemption for resales and other transfers of
the Private Notes under Rule 144A under the Securities Act, the Issuer shall
provide to any Private Noteholder and any prospective purchaser or transferee
designated by a Private Noteholder, upon request of the Private Noteholder or
prospective purchaser or transferee, the information required by Rule 144A to
enable resales of such Private Notes to be made pursuant to Rule 144A.

         SECTION 2.17.     INVESTOR LETTERS.
                           ----------------

         In the event the Private Notes are at any time available as Definitive
Notes, it shall be a condition to the transfer of any Private Note that is a
Definitive Note that there be delivered to the Indenture Trustee a letter from
the proposed transferee of any such Private Notes in substantially the form and
substance set forth as Exhibit K to this Indenture.


                                   ARTICLE III

                    COVENANTS; REPRESENTATIONS AND WARRANTIES

         SECTION 3.01.     PAYMENT OF PRINCIPAL AND INTEREST.
                           ---------------------------------

         The Issuer will duly and punctually pay the principal of and interest,
if any, on the Notes in accordance with the terms of the Notes and this
Indenture. Without limiting the foregoing, subject to Section 8.02(c), the
Issuer and the Indenture Trustee will cause to be deposited into the Note
Distribution Account amounts allocated pursuant to Section 7.05 of the Transfer
and Servicing Agreement, and cause to be distributed all such amounts on a
Payment Date as deposited therein (i) for the benefit of the Class A-1 Notes, to
the Class A-1 Noteholders, (ii) for the benefit of the Class A-2 Notes, to the
Class A-2 Noteholders, (iii) for the benefit of the Class A-3 Notes, to the
Class A-3 Noteholders, (iv) for the benefit of the Class A-4 Notes, to the Class
A-4 Noteholders, (v) for the benefit of the Class B Notes, to the Class B
Noteholders, (vi) for the benefit of the Class C Notes, to the Class C
Noteholders and (vii) for the benefit of the Class D Notes, to the Class D
Noteholders, in each case as further specified herein or therein. Amounts
properly withheld under the Code by any Person from a payment to any Noteholder
of interest and/or principal shall be considered as having been paid by the
Issuer to such Noteholder for all purposes of this Indenture.

         SECTION 3.02.     MAINTENANCE OF OFFICE OR AGENCY.
                           -------------------------------
         The Issuer will maintain in New York, New York an office or agency
where Notes may be surrendered for registration of transfer or exchange, and
where notices and demands to or upon the Issuer in respect of the Notes and this
Indenture may be served. The Issuer hereby

                                       17

<PAGE>

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

         SECTION 3.03.     MONEY FOR PAYMENTS TO BE HELD IN TRUST.
                           --------------------------------------

         As provided in Section 8.02, all payments of amounts due and payable
with respect to any Notes that are to be made from amounts withdrawn from the
Collection Account and the Note Distribution Account pursuant to Section 8.02(b)
shall be made on behalf of the Issuer by the Indenture Trustee or by another
Paying Agent, and no amounts so withdrawn from the Collection Account and the
Note Distribution Account for payments of Notes shall be paid over to the Issuer
except as provided in this Section.

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

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

                  (i) hold all sums held by it for the payment of amounts due
         with respect to the Notes in trust for the benefit of the Persons
         entitled thereto until such sums shall be paid 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 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

                                       18

<PAGE>

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

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

         Subject to applicable laws with respect to escheat of funds, any money
held by the Indenture Trustee or any Paying Agent in trust for the payment of
any amount due with respect to any Note and remaining unclaimed for two years
after such amount has become due and payable shall be discharged from such trust
and upon receipt of an Issuer Request shall be deposited by the Indenture
Trustee in the Collection Account; and the Holder of such Note shall thereafter,
as an unsecured general creditor, look only to the Issuer for payment thereof,
and all liability of the Indenture Trustee or such Paying Agent with respect to
such trust money shall thereupon cease; provided, however, that if such money or
any portion thereof had been previously deposited by the Issuer with the
Indenture Trustee for the payment of principal or interest on the Notes, and
provided, further, that the Indenture Trustee or such Paying Agent, before being
required to make any such repayment, may at the expense of the Issuer cause to
be published once, in a newspaper published in the English language, customarily
published on each Business Day and of general circulation in The City of New
York, notice that such money remains unclaimed and that, after a date specified
therein, which shall not be less than 30 days from the date of such publication,
any unclaimed balance of such money then remaining will be repaid to or for the
account of the Issuer. The Indenture Trustee may also adopt and employ, at the
expense of the Issuer, any other reasonable means of notification of such
repayment (including, but not limited to, mailing notice of such repayment to
Holders whose Notes have been called but have not been surrendered for
redemption or whose right to or interest in 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 limited liability company under the laws of the State of
Delaware (unless it becomes, or any successor Issuer hereunder is or becomes,
organized under the laws of any other state or of the United States, in which
case the Issuer will keep in full effect its existence, rights and franchises
under the laws of such other jurisdiction) and will obtain and preserve its
qualification to do business in each jurisdiction in which such qualification is
or shall be necessary to protect the validity and enforceability of this
Indenture, the Notes, the other Transaction Documents, the Collateral and each
other instrument or agreement included in the Collateral.

                                       19

<PAGE>

         SECTION 3.05.     PROTECTION OF COLLATERAL.
                           ------------------------

         The Issuer intends the security interest Granted pursuant to this
Indenture in favor of the Indenture Trustee on behalf of the Noteholders to be
prior to all other liens in respect of the Collateral, and the Issuer shall take
all actions necessary to obtain and maintain, for the benefit of the Indenture
Trustee on behalf of the Noteholders, a first lien on and a first priority,
perfected security interest in the Collateral. The Issuer will from time to time
execute and deliver all such supplements and amendments hereto and all such
financing statements, continuation statements, instruments of further assurance
and other instruments, all as prepared by the Servicer and delivered to the
Issuer, and will take such other action necessary or advisable to:

                  (i)   Grant more effectively all or any portion of the
         Collateral;

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

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

                  (iv)  enforce any of the Collateral;

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

                  (vi)  pay all taxes or assessments levied or assessed upon
         the Collateral when due.

         The Issuer hereby designates the Indenture Trustee its agent and
attorney-in-fact to execute all financing statements, continuation statements or
other instruments required to be executed pursuant to this Section. In no event
shall the Indenture Trustee be responsible for filing or maintaining such
financing statements, continuation statements or other instruments, unless it
shall have become the Successor Servicer.

         SECTION 3.06.     RESERVED.
                           --------

         SECTION 3.07.     PERFORMANCE OF OBLIGATIONS; SERVICING OF CONTRACTS.
                           --------------------------------------------------

         (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 such Person's material covenants or obligations under any instrument or
agreement included in the Collateral or that would result in the amendment,
hypothecation, subordination, termination or discharge of, or impair the
validity or effectiveness of, any such instrument or agreement, except as
expressly provided in the Transaction Documents or such other instrument or
agreement.

                                       20

<PAGE>

         (b) The Issuer may contract with other Persons to assist it in
performing its duties and obligations under this Indenture, and any performance
of such duties by a Person identified to the Indenture Trustee in an Officer's
Certificate shall be deemed to be action taken by the Issuer. The Indenture
Trustee shall not be responsible for the action or inaction of the Servicer.
Initially, the Issuer has contracted with the Servicer to assist the Issuer in
performing some of its duties under this Indenture.

         (c) The Issuer will punctually perform and observe all of its
obligations and agreements contained in this Indenture, the other Transaction
Documents and in the instruments and agreements included in the Collateral,
including but not limited to filing or causing to be filed all UCC financing
statements and continuation statements required to be filed by the terms of this
Indenture and the Transfer and Servicing Agreement in accordance with and within
the time periods provided for herein and therein. Except as otherwise expressly
provided therein, the Issuer shall not waive, amend, modify, supplement or
terminate any Transaction Document or any provision thereof without the consent
of the Indenture Trustee or the Required Holders.

         (d) If the Issuer shall have knowledge of the occurrence of a Servicer
Default, the Issuer shall promptly notify in writing the Indenture Trustee and
each Rating Agency thereof. Upon any termination of the Servicer's rights and
powers pursuant to the Transfer and Servicing Agreement, the Issuer shall
promptly notify the Indenture Trustee in writing. As soon as a Successor
Servicer is appointed, the Issuer shall notify in writing the Indenture Trustee
and the Rating Agencies of such appointment (to the extent such party has not
already been notified pursuant to the Transfer and Servicing Agreement),
specifying in such notice the name and address of such Successor Servicer.

         (e) The Issuer agrees that it will not waive timely performance or
observance by the Servicer or the Originator of their respective duties under
the Transaction Documents if the effect thereof would adversely affect the
Holders of the Notes.

         SECTION 3.08.     NEGATIVE COVENANTS.
                           ------------------

         Until the Termination Date, the Issuer shall not:

                  (i) except as expressly permitted by the Transaction
         Documents, sell, transfer, exchange or otherwise dispose of any of the
         properties or assets of the Issuer, including those included in the
         Collateral, unless directed to do so by the Indenture Trustee;

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

                  (iii) (A) permit the validity or effectiveness of this
         Indenture to be impaired, or permit the lien created by this Indenture
         to be amended, hypothecated, subordinated, terminated or discharged, or
         permit any Person to be released from any covenants or

                                       21

<PAGE>

         obligations with respect to the Notes under this Indenture except as
         may be expressly permitted hereby, (B) permit any lien, charge,
         excise, claim, security interest, mortgage or other encumbrance (other
         than the lien of this Indenture) to be created on or extend to or
         otherwise arise upon or burden the Collateral or any part thereof or
         any interest therein or the proceeds thereof (other than Permitted
         Liens), (C) permit the lien created by this Indenture not to
         constitute a valid first priority (other than with respect to any such
         tax, mechanics' or other lien) security interest in the Collateral, or
         (D) amend, modify or fail to comply with the provisions of the
         Transaction Documents without the prior written consent of the
         Indenture Trustee, except where the Transaction Documents allow for
         amendment or modification without the consent or approval of the
         Indenture Trustee; or

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

         SECTION 3.09.     ISSUER MAY CONSOLIDATE, ETC. ONLY ON CERTAIN TERMS.
                           --------------------------------------------------

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

                  (i)  the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger shall be a Person organized and
         existing under the laws of the United States or any State and shall
         expressly assume, by an indenture supplemental hereto, executed and
         delivered to the Indenture Trustee, in form and substance satisfactory
         to the Indenture Trustee, the due and punctual payment of the principal
         of and interest on all Notes and the performance or observance of every
         agreement and covenant of this Indenture and each other Transaction
         Document on the part of the Issuer to be performed or observed, all as
         provided herein;

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

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

                  (iv)  the Issuer shall have received an Opinion of Counsel
         which shall be delivered to the Indenture Trustee to the effect that
         such transaction will not have any material adverse tax consequence to
         the Issuer or any Noteholder;

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

                  (vi) the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel (which shall
         describe the actions taken as required by clause (v) above or that no
         such actions will be taken) each stating that such consolidation or
         merger and such supplemental indenture comply with this Section 3.09(a)
         and that all conditions precedent herein provided for relating to such
         transaction have been complied with; and

                                       22

<PAGE>

                  (vii) the Person (if other than the Issuer) formed by or
         surviving such consolidation or merger has a net worth, immediately
         after such consolidation or merger, that is (A) greater than zero and
         (B) not less than the net worth of the Issuer immediately prior to
         giving effect to such consolidation or merger.

         (b) The Issuer shall not convey or transfer all or substantially all of
its properties or assets, including those included in the Collateral, to any
Person (except as expressly permitted by the Transaction Documents), unless:

                  (i) the Person that acquires by conveyance or transfer the
         properties and assets of the Issuer shall (A) be a United States
         citizen or a Person organized and existing under the laws of the United
         States or any State, (B) expressly assume, by an indenture supplemental
         hereto, executed and delivered to the Indenture Trustee, in form and
         substance satisfactory to the Indenture Trustee, the due and punctual
         payment of the principal of and interest on all Notes and the
         performance or observance of every agreement and covenant of this
         Indenture and each other Transaction Document on the part of the Issuer
         to be performed or observed, all as provided herein, (C) expressly
         agree by means of such supplemental indenture that all right, title and
         interest so conveyed or transferred shall be subject and subordinate to
         the rights of Holders of the Notes and (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;

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

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

                  (iv)  the Issuer shall have received an Opinion of Counsel
         which shall be delivered to the Indenture Trustee to the effect that
         such transaction will not have any material adverse tax consequence to
         the Issuer or any Noteholder;

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

                  (vi)  the Issuer shall have delivered to the Indenture Trustee
         an Officer's Certificate and an Opinion of Counsel (which shall
         describe the actions taken as required by clause (v) above or that no
         such actions will be taken) each stating that such conveyance or
         transfer and such supplemental indenture comply with this Section
         3.09(b) and that all conditions precedent herein provided for relating
         to such transaction have been complied with (including any filings
         required by Exchange Act); and

                  (vii) the Issuer has a net worth, immediately after such
         conveyance or transfer, that is (A) greater than zero and (B) not less
         than the net worth of the Issuer immediately prior to giving effect to
         such conveyance or transfer.

                                       23

<PAGE>

         SECTION 3.10.     SUCCESSOR OR TRANSFEREE.
                           -----------------------

         (a) Upon any consolidation or merger of the Issuer in accordance with
Section 3.09(a), the Person formed by or surviving such consolidation or merger
(if other than the Issuer) shall succeed to, and be substituted for, and may
exercise every right and power of, the Issuer under this Indenture with same
effect as if such Person has been named as the Issuer herein.

         (b) Upon a conveyance or transfer of all or substantially all of the
assets or properties of the Issuer pursuant to Section 3.09(b), the Issuer will
be released from every covenant and agreement of this Indenture to be observed
or performed on the part of the Issuer with respect to the Notes immediately
upon the delivery of written notice to the Indenture Trustee stating that the
Issuer is to be so released.

         SECTION 3.11.     NO OTHER BUSINESS.
                           -----------------

         The Issuer shall not engage in any business other than acquiring the
Contract Assets and issuing the Notes in the manner contemplated by this
Indenture and the other Transaction Documents and activities incidental thereto.

         SECTION 3.12.     NO BORROWING.
                           ------------

         The Issuer shall not issue, incur, assume, guarantee or otherwise
become liable, directly or indirectly, for any Indebtedness except for (i) the
Notes and (ii) any other Indebtedness permitted by or arising under the other
Transaction Documents. The proceeds of the Notes shall be used exclusively to
fund the Issuer's purchase of the Contract Assets, to fund the Reserve Fund and
to pay the transactional expenses of the Issuer.

         SECTION 3.13.     NOTICE OF EVENTS OF DEFAULT.
                           ---------------------------

         The Issuer agrees to give the Indenture Trustee and each Rating Agency
prompt written notice of each Event of Default hereunder and of a Servicer
Default under the Transfer and Servicing Agreement.

         SECTION 3.14.     FURTHER INSTRUMENTS AND ACTS.
                           ----------------------------

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

         SECTION 3.15.     COMPLIANCE WITH LAWS.
                           --------------------

         The Issuer shall comply with the requirements of all applicable laws,
the non-compliance with which would, individually or in the aggregate,
materially and adversely affect the ability of

                                       24
<PAGE>

the Issuer to perform its obligations under the Notes, this Indenture or any
other Transaction Document.

         SECTION 3.16.     AMENDMENTS OF LIMITED LIABILITY COMPANY AGREEMENT.
                           -------------------------------------------------

         The Issuer shall not agree to any amendment to Section 9(j) of the
limited liability company agreement unless the Indenture Trustee or the Required
Holders consent to any such amendment thereto.

         SECTION 3.17.     SECURITY INTEREST REPRESENTATIONS AND WARRANTIES.
                           ------------------------------------------------
The Issuer represents and warrants as follows:

         (a) This Indenture creates a valid and continuing security interest (as
defined in the UCC) in the Collateral in favor of the Indenture Trustee for the
benefit of the Noteholders, which security interest is prior to all other Liens,
and is enforceable as such as against creditors of and purchasers from the
Issuer.

         (b) The Equipment constitutes "goods" or "inventory" within the meaning
of the applicable UCC. The Contracts constitute "tangible chattel paper" or
"instruments" within the meaning of the UCC. The Trust Accounts constitute
"securities accounts" within the meaning of the UCC.

         (c) The Issuer owns and has good and marketable title to the
Collateral, free and clear of any Lien, claim or encumbrance of any Person,
except for the Liens created or permitted pursuant to the Indenture.

         (d) To the extent required in the Transaction Documents, the Issuer has
caused the filing of all appropriate financing statements or documents of
similar import in the proper filing office in the appropriate jurisdictions
under applicable law in order to perfect the security interest in the Collateral
granted to the Indenture Trustee in this Indenture. All financing statements
filed against the Issuer in favor of the Indenture Trustee in connection
herewith describing the Collateral contain a statement to the following effect:
"A purchase of or security interest in any collateral described in this
financing statement will violate the rights of the Indenture Trustee."

         (e) Other than the security interest granted to the Indenture Trustee
pursuant to this Indenture, the Issuer has not pledged, assigned, sold, granted
a security interest in or otherwise conveyed any of the Collateral, except as
permitted pursuant to the Indenture. The Issuer has not authorized the filing of
and is not aware of any financing statements against the Issuer that include a
description of collateral covering the Collateral other than any financing
statement or document of similar import (i) relating to the security interest
granted to the Indenture Trustee in this Indenture, (ii) that has been
terminated, or (iii) that names JPMorgan Chase Bank as Indenture Trustee as
secured party. The Issuer is not aware of any judgment or tax lien filings
against the Issuer.

                                       25

<PAGE>

         (f) The Contracts that constitute or evidence the Collateral have
been marked with the following legend

         This Contract/Note is subject to a security interest granted to
         JPMorgan Chase Bank, as Indenture Trustee, or its assignee, on behalf
         of certain Holders of Notes issued by GreatAmerica Leasing Receivables
         2002-1, L.L.C. UCC-1 Financing Statements covering this Contract/Note
         have been filed with the Secretaries of State of both the State of Iowa
         and the State of Delaware. Such lien will be released only in
         connection with appropriate filings in such offices. Consequently,
         potential purchasers of this Contract/Note must refer to such filings
         to determine whether such lien has been released.

and none of the Contracts have any current marks or notations indicating that
they are pledged, assigned or otherwise conveyed to any named Person other than
the Indenture Trustee except for GreatAmerica Leasing Corporation, GreatAmerica
Leasing Receivables 2001-A L.L.C. and GreatAmerica Leasing Receivables 1998-A
Corporation. However, each of GreatAmerica Leasing Corporation, GreatAmerica
Receivables 2001-A L.L.C. and GreatAmerica Leasing Receivables 1998-A
Corporation has released and reconveyed to the Issuer, as applicable, any
security interest or other interest it had therein.

         (g) The Issuer has received all necessary consents and approvals
required by the terms of the Collateral to the Pledge to the Indenture Trustee
of its interest and rights in such Collateral hereunder or under the Indenture.

         (h) The Issuer has taken all steps necessary to cause JPMorgan Chase
Bank (in its capacity as securities intermediary) to identify in its records the
Indenture Trustee as the Person having a security entitlement against the
securities intermediary in each of the Trust Accounts.

         (i) The Trust Accounts are not in the name of any Person other than the
Indenture Trustee. The Issuer has not consented to JPMorgan Chase Bank (as the
securities intermediary of any Trust Accounts, to comply with entitlement orders
of any Person other than the Indenture Trustee).

         (j) No creditor of the Issuer has in its possession any goods that
constitute or evidence the Collateral.

The foregoing representations and warranties shall survive until the Indenture
is terminated in accordance with its terms. Breaches of the foregoing
representations and warranties may not be waived by the Indenture Trustee,
except with the consent of the Rating Agencies.

         SECTION 3.18.     REPRESENTATIONS AND WARRANTIES OF ISSUER.
                           ----------------------------------------

         The Issuer represents and warrants as follows:

         (a) Power and Authority. It has full power, authority and legal right
to execute, deliver and perform its obligations as Issuer under this Indenture
and the Notes (the foregoing

                                       26

<PAGE>

documents, the "Issuer Documents") and under each of the other Transaction
Documents to which the Issuer is a party.

         (b) Due Authorization and Binding Obligation. The execution and
delivery of the Issuer Documents and the consummation of the transactions
provided for therein have been duly authorized by all necessary action on its
part. Each of the Issuer Documents and the other Transaction Documents to which
the Issuer is a party constitutes the legal, valid and binding obligation of the
Issuer and is enforceable in accordance with its terms, except as enforcement of
such terms may be limited by bankruptcy, insolvency or similar laws affecting
the enforcement of creditors' rights generally and by the availability of
equitable remedies.

         (c) No Conflict. The execution and delivery of the Issuer Documents and
the other Transaction Documents to which the Issuer is a party, the performance
of the transactions contemplated thereby and the fulfillment of the terms
thereof will not conflict with, result in any breach of any of the materials
terms and provisions of, or constitute (with or without notice or lapse of time
or both) a default under, any indenture, contract, agreement, mortgage, deed of
trust, or other instrument to which the Issuer is a party or by which it or any
of its property is bound.

         (d) No Violation. The execution and delivery of the Issuer Documents
and the other Transaction Documents to which the Issuer is a party, the
performance of the transactions contemplated thereby and the fulfillment of the
terms thereof will not conflict with or violate, in any material respect, any
Requirements of Law applicable to the Issuer.

         (e) All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or any Governmental Authority required in
connection with the execution and delivery of the Issuer Documents and the other
Transaction Documents to which the Issuer is a party, the performance of the
transactions contemplated thereby and the fulfillment of the terms thereof have
been obtained.

         (f) No Proceedings. No litigation or administrative proceeding of or
before any court, tribunal or governmental body is currently pending, or to the
knowledge of the Issuer, threatened, against the Issuer or any of its respective
properties or with respect to the Issuer Documents or any other Transaction
Document to which the Issuer is a party that, if adversely determined, would
have a material adverse effect on the business, properties, assets or condition
(financial or otherwise) of the Issuer or the transactions contemplated by the
Issuer Documents or any of the other Transaction Documents to which the Issuer
is a party.

         (g) Organization and Good Standing. The Issuer is a limited liability
company duly organized, validly existing and in good standing under the laws of
Delaware and has the requisite power to own its assets and to transact the
business in which it is currently engaged, and had at all relevant times, and
now has, all necessary power, authority and legal right to acquire, own and sell
the Conveyed Assets.

                                       27

<PAGE>

         (h) 1940 Act. The Issuer is not an "investment company" (and does not
control and is not under the control of) within the meaning of the Investment
Company Act of 1940, as amended.

         (i) Limited Liability Company Structure or Location. Not, without
providing thirty (30) days' prior written notice to the Originator, the
Servicer, the Indenture Trustee and the Rating Agencies and without filing such
amendments to any previously filed financing statements as may be required, (a)
alter its limited liability company existence, (b) change its state of formation
or (c) change its registered name.

         (j) Security Interest in Equipment. The Issuer has a perfected security
interest in the Equipment and, upon the transfer and assignment of the
Collateral hereunder, the Indenture Trustee will have a perfected security
interest in the Equipment.


                                   ARTICLE IV

                           SATISFACTION AND DISCHARGE

         SECTION 4.01.     SATISFACTION AND DISCHARGE OF INDENTURE.
                           ---------------------------------------

         This Indenture shall cease to be of further effect with respect to the
Notes except as to (i) rights of registration of transfer and exchange, (ii)
substitution of mutilated, destroyed, lost or stolen Notes, (iii) rights of
Noteholders to receive payments of principal thereof and interest thereon, (iv)
Sections 3.01, 3.03, 3.04, 3.05, 3.07, 3.08, 3.10, 3.12, 3.13, 3.15 and 3.16,
(v) the rights, obligations and immunities of the Indenture Trustee hereunder
(including the rights of the Indenture Trustee under Section 6.07 and the
obligations of the Indenture Trustee under Section 4.02) and (vi) the rights of
Noteholders as beneficiaries hereof with respect to the property so deposited
with the Indenture Trustee payable to all or any of them, and the Indenture
Trustee, on written demand of and at the expense of the Issuer, shall execute
proper instruments acknowledging satisfaction and discharge of this Indenture
with respect to the Notes, when

                  (A)      either

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

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

                                 (i)   have become due and payable, or

                                       28

<PAGE>

                                 (ii)  will become due and payable at the
                  applicable Maturity Date within one year, 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,

         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 (which will mature prior to the date
         such amounts are payable), in trust in an Eligible Deposit Account
         (which shall be the Collection Account or Note Distribution Account)
         for such purpose, in an amount sufficient to pay and discharge (i) the
         entire indebtedness on such Note not theretofore delivered to the
         Indenture Trustee for cancellation when due to the final Scheduled
         Payment Date (if Notes shall have been called for redemption pursuant
         to Section 10.01(a)) and (ii) payment of the Indenture Trustee's fees
         and expenses;

                  (B) the Issuer has paid or performed or caused to be paid or
         performed all amounts and obligations that the Issuer may owe to or on
         behalf of the Indenture Trustee for the benefit of the Noteholders
         under this Indenture or the Notes; and

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

         SECTION 4.02.     APPLICATION OF TRUST MONEY.
                           --------------------------

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

         SECTION 4.03.     REPAYMENT OF MONEYS HELD BY PAYING AGENT.
                           ----------------------------------------

         In connection with the satisfaction and discharge of this Indenture
with respect to the Notes, all moneys then held by any Paying Agent other than
the Indenture Trustee under the provisions of this Indenture with respect to
such Notes shall, upon demand of the Issuer, be paid to the Indenture Trustee to
be held and applied according to Section 3.03 and thereupon such Paying Agent
shall be released from all further liability with respect to such moneys.

                                       29

<PAGE>

         SECTION 4.04.     RELEASE OF COLLATERAL.
                           ---------------------

         Subject to the terms of the Transaction Documents, the Indenture
Trustee shall release property from the lien of this Indenture only upon receipt
of an Issuer Request accompanied by an Officer's Certificate and an Opinion of
Counsel and Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) or an Opinion of Counsel in lieu of such Independent Certificates to
the effect that the TIA does not require any such Independent Certificates.


                                    ARTICLE V

                                    REMEDIES

         SECTION 5.01.     EVENTS OF DEFAULT.
                           -----------------

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

         (a)  failure to pay on each Payment Date the full amount of accrued
interest on any Note;

         (b)  failure to pay the then outstanding Principal Amount of any Note,
if any, on its related Maturity Date;

         (c) (i) failure on the part of the Originator or the Servicer to make
any payment or deposit required under the Transfer and Servicing Agreement
within three Business Days after the date the payment or deposit is required to
be made, or (ii) failure on the part of the Originator or the Issuer to observe
or perform any other covenants or agreements of such entity set forth in the
Transfer and Servicing Agreement or the Indenture, which failure has a material
adverse effect on the Noteholders and continues unremedied for a period of 60
days after written notice; provided, that no such 60-day cure period shall apply
in the case of a failure by the Originator to perform its agreement to
repurchase or substitute for Ineligible Contracts, and further provided, that
only a five-day cure period shall apply in the case of a failure by the
Originator or the Issuer to observe their respective covenants not to grant a
security interest in or otherwise intentionally create a lien on the Contracts;

         (d) any representation or warranty made by the Originator, the Servicer
or the Issuer in the Transfer and Servicing Agreement or the Indenture or any
information required to be given by the Originator or the Issuer to the
Indenture Trustee to identify the Contracts proves to have been incorrect in any
material respect when made and continues to be incorrect in any material respect
for a period of 60 days after written notice and as a result of which the
interests of the Noteholders are materially and adversely affected; provided,
however, that an Event of Default shall not be deemed to occur thereunder if the
Originator has repurchased the related

                                       30

<PAGE>

Contracts through the Issuer during such period in accordance with the
provisions of the Transfer and Servicing Agreement;

         (e) the occurrence of an Insolvency Event relating to the Issuer;

         (f) the occurrence of an Insolvency Event relating to the Originator
or the Servicer; or

         (g) the Issuer becomes an "investment company" within the meaning of
the Investment Company Act of 1940, as amended.

         SECTION 5.02.     RIGHTS UPON EVENT OF DEFAULT; NOTICE.
                           ------------------------------------

         If an Event of Default referred to in clause (e) of Section 5.01 has
occurred, then and in every such case the unpaid principal of the Notes,
together with interest accrued but unpaid thereon, and all other amounts due to
the Noteholders under the Indenture, shall immediately and without further act
become due and payable.

         In the case of any event described in clause (a), (b), (c), (d), (f) or
(g) of Section 5.01, an Event of Default with respect to the Notes will be
deemed to have occurred provided such Event of Default may be waived if the
Indenture Trustee acting at the direction of the Required Holders provides
written notice to the Issuer, Indenture Trustee and the Servicer of such waiver.
In the event a Responsible Officer of the Indenture Trustee has actual knowledge
of an Event of Default, it shall give written notice thereof to the Issuer, the
Originator, the Servicer and the Rating Agencies.

         If an Insolvency Event relating to the Issuer occurs, pursuant to the
Transfer and Servicing Agreement, on the day of such Insolvency Event, the
Issuer shall promptly give written notice to the Indenture Trustee of the
Insolvency Event, and the Indenture Trustee shall, unless notified to the
contrary in writing prior to such sale by the Required Holders, promptly act
pursuant to and in accordance with the terms thereof to sell, dispose of or
otherwise liquidate, at the expense of the Issuer, the Collateral in a
commercially reasonable manner and on commercially reasonable terms. The
Indenture Trustee shall conclusively rely upon an opinion of an Independent
investment banking or accounting firm of national reputation as to the
commercial reasonableness of its action. The proceeds from any such sale,
disposition or liquidation of Contracts (less all of the costs and expenses of
the Indenture Trustee incurred in connection therewith) shall be deposited in
the Collection Account and allocated as described in the Transfer and Servicing
Agreement and herein.

         Promptly following its receipt of notice hereunder or under any other
Transaction Document of any Event of Default, the Indenture Trustee shall send a
copy thereof to the Issuer and each Rating Agency.

                                       31

<PAGE>

         SECTION 5.03.     COLLECTION OF INDEBTEDNESS AND SUITS FOR ENFORCEMENT
                           BY INDENTURE TRUSTEE; AUTHORITY OF INDENTURE TRUSTEE.
                           ----------------------------------------------------

         (a) The Issuer covenants that if the Notes are accelerated following
the occurrence of an Event of Default, the Issuer will, upon demand of the
Indenture Trustee, pay to it, for the benefit of the Holders of the Notes, the
whole amount then due and payable on such Notes for principal and interest, with
interest upon the overdue principal, and, to the extent payment at such rate of
interest shall be legally enforceable, upon overdue installments of interest, at
the applicable Interest Rate and in addition thereto such further amount as
shall be sufficient to cover costs and expenses of collection, including the
reasonable compensation, expenses, disbursements and advances of the Indenture
Trustee and its agents and counsel.

         (b) The Indenture Trustee, following the occurrence of an Event of
Default, shall have full right, power and authority to take, or defer from
taking, any and all acts with respect to the administration, maintenance or
disposition of the Collateral.

         (c) If an Event of Default occurs and is continuing, the Indenture
Trustee may, in its discretion (except as provided in Section 5.03(d)), and
shall, at the direction of the Required Holders, proceed to protect and enforce
its rights and the rights of the Noteholders, by such appropriate Proceedings as
shall be deemed most effective to protect and enforce any such rights, whether
for the specific enforcement of any covenant or agreement in this Indenture or
in aid of the exercise of any power granted herein, or to enforce any other
proper remedy or legal or equitable right vested in the Indenture Trustee by
this Indenture or by law.

         (d) Notwithstanding anything to the contrary contained in this
Indenture, if an Event of Default shall have occurred and be continuing, and if
the Issuer fails to perform its obligations under Section 10.01(b) when and as
due, the Indenture Trustee may, in its discretion and shall, at the direction of
the Required Holders, proceed to protect and enforce its rights and the rights
of the Noteholders by such appropriate Proceedings as the Indenture Trustee or
the Required Holders, as the case may be, shall deem most effective to protect
and enforce any such rights, whether for specific performance of any covenant or
agreement in this Indenture or in aid of the exercise of any power granted
herein, or to enforce any other proper remedy or legal or equitable right vested
in the Indenture Trustee by this Indenture or by law, provided that the
Indenture Trustee shall only be entitled to take any such actions to the extent
such actions (i) are taken only to enforce the Issuer's obligations to redeem
the principal amount of Notes, and (ii) are taken only against the Collateral,
any investments therein and any proceeds thereof.

         (e) In case there shall be pending, relative to the Issuer or any other
obligor upon the Notes or any Person having or claiming an ownership interest in
the Collateral, Proceedings under any Insolvency Law, or in case a receiver,
assignee or trustee in bankruptcy or reorganization, liquidator, sequestrator or
similar official shall have been appointed for or taken possession of the Issuer
or its property or such other obligor or Person, or in case of any other
comparable judicial Proceedings relative to the Issuer or other obligor upon the
Notes, or to the creditors or property of the Issuer or such other obligor, the
Indenture Trustee, irrespective of whether the principal of any Notes shall then
be due and payable as therein expressed or by declaration or otherwise and
irrespective of whether the Indenture Trustee shall have made any

                                       32

<PAGE>

demand pursuant to the provisions of this Section, shall be entitled and
empowered, by intervention in such Proceedings or otherwise:

                  (i) to file and prove a claim or claims for the whole amount
         of principal and interest owing and unpaid in respect of the Notes and
         to file such other papers or documents as may be necessary or advisable
         in order to have the claims of the Indenture 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 allowed in such Proceedings in accordance
         with the written direction of a majority of the Holders;

                  (ii) unless prohibited by applicable law and regulations, to
         vote on behalf of the Holders of Notes in any election of a trustee, a
         standby trustee or Person performing similar functions in any such
         Proceedings in accordance with the written direction of a majority of
         the Holders;

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

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

and any trustee, receiver, liquidator, custodian or other similar official in
any such Proceeding is hereby authorized by each of such Noteholders to make
payments to the Indenture Trustee, as administrative expenses associated with
any such proceeding, 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.

         (f) 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
compensation affecting the Notes or the rights of any Holder thereof or to
authorize the Indenture Trustee to vote in respect of the claim of any
Noteholder in any such proceeding except, as aforesaid, to vote for the election
of a trustee in bankruptcy or similar Person.

         (g) 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

                                       33

<PAGE>

Proceedings instituted by the Indenture Trustee shall be brought in its own name
as trustee of an express trust, and any recovery of judgment, subject to the
payment of the expenses, disbursements and compensation of the Indenture
Trustee, each predecessor Indenture Trustee and their respective agents and
attorneys, shall be for the ratable benefit of the Holders of the Notes.

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

         SECTION 5.04.     REMEDIES.

         If an Event of Default shall have occurred and be continuing, the
Indenture Trustee (subject to Section 5.05) may, and shall if so directed by the
Required Holders in writing:

                  (i) institute Proceedings in its own name and as or on behalf
         of a trustee of an express trust for the collection of all amounts then
         payable on the Notes or under this Indenture with respect thereto,
         whether by declaration or otherwise, enforce any judgment obtained, and
         collect from the Issuer and any other obligor upon such Notes moneys
         adjudged due;

                  (ii) institute Proceedings from time to time for the complete
         or partial foreclosure of this Indenture with respect to the
         Collateral;

                  (iii) exercise any remedies of a secured party under the UCC
         and any other remedy available to the Indenture Trustee and take any
         other appropriate action to protect and enforce the rights and remedies
         of the Indenture Trustee on behalf of the Noteholders under this
         Indenture or the Notes; and

                  (iv) direct the Issuer to sell the Collateral or any portion
         thereof or rights or interest therein, at one or more public or private
         sales called and conducted in any manner permitted by law; provided,
         however, that the Indenture Trustee may not sell or otherwise liquidate
         the Collateral following an Event of Default, other than an Event of
         Default described in Section 5.01(a) or (b), unless (A) the Holders of
         100% of the Principal Amount of the Notes consent thereto, (B) the
         proceeds of such sale or liquidation distributable to the Noteholders
         are sufficient to discharge in full all amounts then due and unpaid
         upon such Notes for principal and interest or (C) the Indenture Trustee
         determines that the Collateral will not continue to provide sufficient
         funds for the payment of principal of and interest on the Notes as they
         would have become due if the Notes had not been declared due and
         payable, and the Indenture Trustee provides prior written notice to
         each Rating Agency and obtains the consent of the Required Holders. In
         determining such sufficiency or insufficiency with respect to clauses
         (B) and (C), the Indenture Trustee may, but need not, obtain and
         conclusively 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 Collateral for such

                                       34

<PAGE>

         purpose and shall in no event be liable for relying on such opinions;
         provided, however, upon the occurrence of an Event of Default described
         in Section 5.01(e), caused solely from an event described in such
         subparagraph occurring with respect to the Issuer, the Collateral will
         be liquidated by the Indenture Trustee, at the expense of the Issuer,
         90 days after the date of such Insolvency Event, unless, before the end
         of such 90-day period, the Issuer, the Servicer and the Indenture
         Trustee shall have received written instructions from the Required
         Holders, to the effect that such Required Holders disapprove of the
         liquidation of such Collateral.

         SECTION 5.05.     OPTIONAL PRESERVATION OF THE CONTRACTS.
                           --------------------------------------

         Following an Event of Default and if such Event of Default has not been
rescinded and annulled, and except as otherwise provided above, the Indenture
Trustee may, but need not, elect to maintain possession of the Collateral;
provided, however, that the Indenture Trustee shall at all times maintain
possession of the Collateral, consisting of "instruments" (within the meaning of
the UCC), not constituting part of chattel paper (if any), evidencing any
Contract that had previously been delivered to the Indenture Trustee as part of
the Collateral, unless and until such "instruments" are delivered in connection
with a realization with respect to the Collateral in accordance with the terms
of this Indenture. It is the desire of the parties hereto and the Noteholders
that there be at all times sufficient funds for the payment of principal 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
Collateral. In determining whether to maintain possession of the Collateral, the
Indenture Trustee may, but need not, obtain and conclusively 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 Collateral for such purpose.

         SECTION 5.06.     PRIORITIES.
                           ----------

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

                  first, so much of such payment as shall be required to
                  reimburse the Indenture Trustee (to the extent not paid by the
                  Servicer) (A) the amount of any unpaid fees, expenses and
                  indemnity payments due it either as Indenture Trustee or as a
                  paying agent of the Issuer, any tax, fee, expense, charge or
                  other loss incurred by it (to the extent not previously
                  reimbursed) (including, without limitation, the expense of
                  sale, taking or other proceeding, attorneys' fees and
                  expenses, court costs, and any other expenditures incurred or
                  expenditures or advances made by the Indenture Trustee in the
                  protection, exercise or enforcement of any right, power or
                  remedy or any damages sustained by the Indenture Trustee,
                  liquidated or otherwise, upon the Event of Default giving rise
                  to such expenditures or advances) and shall be applied by the
                  Indenture Trustee in reimbursement of such costs and expenses,
                  (B) the costs and expenses associated with the appointment of
                  a Successor Servicer and the transition relating thereto
                  (which amount described in clause (B) shall not, taken in the
                  aggregate with all other amounts withdrawn in

                                       35

<PAGE>

                  accordance with this Section 5.06(a) clause first (B) and
                  Section 8.02(c) clause second during the term of the
                  transaction, exceed the Trustee Cap) and (C) until such time
                  as a Successor Servicer has been appointed pursuant to
                  Section 8.03, an amount equal to the product of (1)
                  one-twelfth, (2) 0.025% and (3) the aggregate remaining
                  Principal Balance of the Contracts Pool as of the first day
                  of the related Collection Period;

                  second, so much of such payment remaining as shall be required
                  to reimburse the Noteholders in full for certain indemnity
                  payments, if any, made by such Noteholders to the Indenture
                  Trustee (to the extent not previously reimbursed) shall be
                  distributed to the Noteholders, and, if the aggregate amount
                  remaining shall be insufficient to reimburse all such payments
                  in full, it shall be distributed ratably, without priority of
                  any Noteholder over any other, in the proportion that the
                  aggregate amount of such unreimbursed indemnity payments made
                  by each such Noteholder bears to the aggregate amount of such
                  unreimbursed indemnity payments made by all Noteholders;

                  third, so much of such payment remaining as shall be required
                  to pay to the Servicer its Servicing Fee for the preceding
                  monthly period, together with any amounts in respect of the
                  Servicer's Fees that were due in respect of prior monthly
                  periods that remain unpaid;

                  fourth, so much of such payment remaining as shall be required
                  to pay in full the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on the Class A-1 Notes,
                  the Class A-2 Notes, the Class A-3 Notes and the Class A-4
                  Notes shall be distributed to the Class A-1 Noteholders, the
                  Class A-2 Noteholders, the Class A-3 Noteholders and the Class
                  A-4 Noteholders together with interest on such unpaid amounts
                  from prior Collection Periods at the applicable Interest Rate
                  and, if the aggregate amount remaining shall be insufficient
                  to pay all such amounts in full, it shall be distributed
                  ratably, without priority of any one Class A-1 Note, one Class
                  A-2 Note, one Class A-3 Note and one Class A-4 Note over any
                  other Class A-1 Note, over any other Class A-2 Note, over any
                  other Class A-3 Note or over any other Class A-4 Note in the
                  proportion that the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on each Class A-1 Note,
                  Class A-2 Note, Class A-3 Note or Class A-4 Note bears to the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on all Class A-1 Notes, Class A-2 Notes,
                  Class A-3 Note and Class A-4 Notes;

                  fifth, so much of such payment remaining as shall be required
                  to pay in full the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on the Class B Notes
                  shall be distributed to the Class B Noteholders together with
                  interest on such unpaid amounts from prior Collection Periods
                  at the Class B Interest Rate, and, if the aggregate amount
                  remaining shall be insufficient to pay all such amounts in
                  full, it shall be distributed ratably, without priority of any
                  one Class B Note over any other Class B Note, in the
                  proportion that the aggregate

                                       36

<PAGE>

                  amount of all accrued but unpaid interest to the date of
                  distribution on each Class B Note bears to the aggregate
                  amount of all accrued but unpaid interest to the date of
                  distribution on all Class B Notes;

                  sixth, so much of such payment remaining as shall be required
                  to pay in full the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on the Class C Notes
                  shall be distributed to the Class C Noteholders together with
                  interest on such unpaid amounts from prior Collection Periods
                  at the Class C Interest Rate, and, if the aggregate amount
                  remaining shall be insufficient to pay all such amounts in
                  full, it shall be distributed ratably, without priority of any
                  one Class C Note over any other Class C Note, in the
                  proportion that the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on each Class C Note
                  bears to the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on all Class C Notes;

                  seventh, so much of such payment remaining as shall be
                  required to pay in full the aggregate amount of all accrued
                  but unpaid interest to the date of distribution on the Class D
                  Notes shall be distributed to the Class D Noteholders together
                  with interest on such unpaid amounts from prior Collection
                  Periods at the Class D Interest Rate, and, if the aggregate
                  amount remaining shall be insufficient to pay all such amounts
                  in full, it shall be distributed ratably, without priority of
                  any one Class D Note over any other Class D Note, in the
                  proportion that the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on each Class D Note
                  bears to the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on all Class D Notes;

                  eighth, the balance, if any, of such payment remaining shall
                  be distributed to the Class A-1 Noteholders in order to pay in
                  full the outstanding aggregate amount of principal of the
                  Class A-1 Notes;

                  ninth, the balance, if any, of such payment remaining
                  thereafter shall be distributed ratably to the Class A-2
                  Noteholders, the Class A-3 Noteholders and the Class A-4
                  Noteholders in order to pay in full the outstanding aggregate
                  amount of principal of the Class A-2 Notes, the Class A-3
                  Notes and the Class A-4 Notes, and, if the aggregate amount
                  remaining shall be insufficient to pay all such amounts in
                  full, it shall be distributed ratably, without priority of any
                  one Class A-2 Note, one Class A-3 Note or one Class A-4 Note
                  over any other Note, any other Class A-2 Note, any other Class
                  A-3 Note or any other Class A-4 Note, in the proportion that
                  the aggregate unpaid principal amount of each Class A-2 Note,
                  Class A-3 Note and Class A-4 Note bears to the aggregate
                  unpaid principal amount of all Class A-2 Notes, Class A-3
                  Notes and Class A-4 Notes;

                  tenth, the balance, if any, of such payment remaining
                  thereafter shall be distributed ratably to the Class B
                  Noteholders to pay in full the aggregate amount of principal
                  of the Class B Notes then due pursuant to or in respect of the
                  Class B Notes, and, if the aggregate amount remaining shall be
                  insufficient to pay all such

                                       37

<PAGE>

                  amounts in full, it shall be distributed ratably, without
                  priority of any one Class B Note over any other Class B
                  Note, in the proportion that the aggregate unpaid principal
                  amount of each Class B Note bears to the aggregate unpaid
                  principal amount of all Class B Notes;

                  eleventh, the balance, if any, of such payment remaining
                  thereafter shall be distributed ratably to the Class C
                  Noteholders to pay in full the aggregate amount of principal
                  of the Class C Notes then due pursuant to or in respect of the
                  Class C Notes, and, if the aggregate amount remaining shall be
                  insufficient to pay all such amounts in full, it shall be
                  distributed ratably, without priority of any one Class C Note
                  over any other Class C Note, in the proportion that the
                  aggregate unpaid principal amount of each Class C Note bears
                  to the aggregate unpaid principal amount of all Class C Notes;

                  twelfth, the balance, if any, of such payment remaining
                  thereafter shall be distributed ratably to the Class D
                  Noteholders to pay in full the aggregate amount of principal
                  of the Class D Notes then due pursuant to or in respect of the
                  Class D Notes, and, if the aggregate amount remaining shall be
                  insufficient to pay all such amounts in full, it shall be
                  distributed ratably, without priority of any one Class D Note
                  over any other Class D Note, in the proportion that the
                  aggregate unpaid principal amount of each Class D Note bears
                  to the aggregate unpaid principal amount of all Class D Notes;

                  thirteenth, the balance, if any, of such payment remaining
                  thereafter shall be paid to the Indenture Trustee as shall be
                  required to reimburse the Indenture Trustee for any amounts
                  due and not paid under Section 5.06(a) (first);

                  fourteenth, the balance, if any, of such payment remaining
                  thereafter shall be paid to the Servicer as shall be required
                  to reimburse the Servicer for Unreimbursed Servicer Advances;
                  and

                  fifteenth, the balance, if any, of such payments remaining
                  thereafter shall be distributed to the Issuer.

         Following the occurrence and during the continuance of an Event of
Default, if the Available Amounts are less than the amount required to make in
full the payments and allocations set forth in priorities first through twelfth
above, amounts held in the Residual Account shall be withdrawn in order for the
payments or allocations set forth in priorities first through twelfth to be made
and such amounts will be considered as Available Amounts for such purpose only.
Amounts withdrawn from the Residual Account pursuant to the preceding sentence
shall be applied to repay principal of such Notes in such order of priority set
forth in priorities first through twelfth until the Residual Account is
exhausted.

         Following the occurrence and during the continuance of an Event of
Default, if the Available Amounts and any amounts available from the Residual
Account are less than the amount required to make in full the payments and
allocations set forth in priorities first through twelfth above, amounts held in
the Reserve Fund shall be withdrawn in order for the payments or

                                       38

<PAGE>

allocations set forth in priorities first through twelfth to be made and such
amounts will be considered as Available Amounts for such purpose only. Amounts
withdrawn from the Reserve Fund pursuant to the preceding sentence shall be
applied to repay principal of such Notes in such order of priority set forth in
priorities first through twelfth until the Reserve Fund is exhausted.

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

         SECTION 5.07.     LIMITATION OF SUITS.
                           -------------------

         No Holder of any Note shall have any right to institute any Proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless (and in all
events subject to Section 11.16 hereof):

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

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

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

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

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

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

         In the event the Indenture Trustee shall receive conflicting or
inconsistent requests and indemnity from two or more groups of Holders of Notes,
each representing less than a majority of the Outstanding Amount of the Notes,
the Indenture Trustee shall act at the direction of the group of Holders
representing the greater percentage of the Outstanding Amount of the Notes.

                                       39

<PAGE>

         SECTION 5.08.     UNCONDITIONAL RIGHTS OF NOTEHOLDERS TO RECEIVE
                           PRINCIPAL AND INTEREST.
                           ----------------------------------------------

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

         SECTION 5.09.     RESTORATION OF RIGHTS AND REMEDIES.
                           ----------------------------------

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

         SECTION 5.10.     RIGHTS AND REMEDIES CUMULATIVE.
                           ------------------------------

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

         SECTION 5.11.     DELAY OR OMISSION NOT A WAIVER.
                           ------------------------------

         No delay or omission of the Indenture Trustee or any Holder of any Note
to exercise any right or remedy accruing upon any Default of Event of Default
shall impair any such right or remedy or constitute a waiver of any such Default
or Event of Default or an acquiescence therein. Every right and remedy given by
this Article V or by law to the Indenture Trustee or to the Noteholders may be
exercised from time to time, and as often as may be deemed expedient, by the
Indenture Trustee or by the Noteholders, as the case may be.

         SECTION 5.12.     CONTROL BY NOTEHOLDERS.
                           ----------------------
         The Required Holders shall have the right to direct the time, method
and place of conducting any Proceeding for any remedy available to the Indenture
Trustee with respect to the Notes or exercising any trust or power conferred on
the Indenture Trustee (in all events subject to Section 6.02(f)); provided that:

                                       40

<PAGE>

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

                    (ii) subject to the terms of Section 5.04, any direction to
               the Indenture Trustee to sell or liquidate the Collateral shall
               be by the Holders of Notes representing not less than 100% of the
               Outstanding Amount of the Notes;

                    (iii) if the conditions set forth in Section 5.05 have been
               satisfied and the Indenture Trustee elects to retain the
               Collateral pursuant to such Section, then any direction to the
               Indenture Trustee by Holders of Notes representing less than 100%
               of the Outstanding Amount of the Notes to sell or liquidate the
               Collateral shall be of no force and effect; and

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

Notwithstanding the rights of Noteholders set forth in this Section 5.12,
subject to Section 6.01, the Indenture Trustee need not take any action that it
determines might involve it in liability or might materially and adversely
affect the rights of any Noteholders not consenting to such action.

         SECTION 5.13.     WAIVER OF PAST DEFAULTS.
                           -----------------------

         In the case of any waiver of an Event of Default, the Issuer, the
Indenture Trustee and the Holders of the Notes shall be restored to their former
positions and rights hereunder, respectively; but no such waiver shall extend to
any subsequent or other Event of Default or impair any right consequent thereto.
Upon any such waiver, such Event of Default shall cease to exist and be deemed
to have been cured and not to have occurred, for every purpose of this
Indenture.

         SECTION 5.14.     UNDERTAKING FOR COSTS.
                           ---------------------

         All parties to this Indenture agree, and each Holder of any Note by
such Holder's acceptance thereof shall be deemed to have agreed, that any court
may in its discretion require, in any suit for the enforcement of any right or
remedy under this Indenture, or in any suit against the Indenture Trustee for
any action taken, suffered or omitted by it as Indenture Trustee, the filing by
any party litigant in such suit of an undertaking to pay the costs of such suit
and that such court may in its discretion assess reasonable costs, including
reasonable attorneys' fees, against any party litigant in such suit, having due
regard to the merits and good faith of the claims or defenses made by such party
litigant; but the provisions of this Section shall not apply to (i) any suit
instituted by the Indenture Trustee, (ii) any suit instituted by any Noteholder,
or group of Noteholders, in each case holding in the aggregate more than 10% of
the Outstanding Amount of the Notes or (iii) any suit instituted by any
Noteholder for the enforcement of the payment of principal of or interest on any
Note on or after the respective due dates expressed in such Note and in this
Indenture (or, in the case of redemption, on or after the Redemption Date).

                                       41

<PAGE>

         SECTION 5.15.     WAIVER OF STAY OR EXTENSION LAWS.
                           --------------------------------

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

         SECTION 5.16.     ACTION ON NOTES.
                           ---------------

         The Indenture Trustee's right to seek and recover judgment on the Notes
or under this Indenture shall not be affected by the seeking, obtaining or
application of any other relief under or with respect to this Indenture. Neither
the lien of this Indenture nor any rights or remedies of the Indenture Trustee
or the 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 Collateral or upon any of the assets of the
Issuer. Any money or property collected by the Indenture Trustee shall be
applied in accordance with Section 5.06.

         SECTION 5.17.     PERFORMANCE AND ENFORCEMENT OF CERTAIN OBLIGATIONS.
                           --------------------------------------------------

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

         (b) If an Event of Default has occurred and is continuing, the
Indenture Trustee may, and at the direction (which direction shall be in
writing, including facsimile) of the Required Holders shall, exercise all
rights, remedies, powers, privileges and claims of the Issuer against the
Servicer under or in connection with the Transfer and Servicing Agreement,
including the right or power to take any action to compel or secure performance
or observance by the Servicer of each of their obligations to the Issuer
thereunder and to give any consent, request, notice, direction, approval,
extension or waiver under the Transfer and Servicing Agreement, and any right of
the Issuer to take such action shall be suspended.

                                       42

<PAGE>

                                   ARTICLE VI

                              THE INDENTURE TRUSTEE

         SECTION 6.01.     DUTIES OF INDENTURE TRUSTEE.

         (a) If an Event of Default has occurred and is continuing, the
Indenture Trustee shall exercise the rights and powers vested in it by this
Indenture and in 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 covenants or obligations shall be read into this
         Indenture against the Indenture Trustee; and

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

         (c) The Indenture Trustee and the Servicer will agree to the format
specifications of the electronic transmission of the lease data. On a monthly
basis, the Indenture Trustee shall receive Collateral Data and master cashflows
(collectively the "Electronic Information") in electronic format from the
Servicer. The Indenture Trustee shall open such Collateral Data solely for the
purpose of determining if it is readable and shall then store the Electronic
Information. The Indenture Trustee shall have no responsibility whatsoever to
confirm or verify any of the information contained in such Electronic
Information. On a quarterly basis, beginning on July 15, 2002, the Indenture
Trustee shall use the Collateral Data portion of the most recent electronic
information received from the Servicer to identify the total number of Contracts
and verify that the aggregate amounts of the terms specified in Exhibit L match
those amounts indicated in the Monthly Reports delivered to the Indenture
Trustee by the Servicer. The Indenture Trustee shall only be obligated to verify
the aggregate data contained in the Collateral Data to the aggregate data
indicated in the Monthly Reports and the Indenture Trustee shall inform the
Servicer if any discrepancies between the two exist. If discrepancies exist the
Servicer shall deliver corrected Electronic Information to the Indenture Trustee
within five (5) days of receiving notice of the discrepancies; provided,
however, the Indenture Trustee shall be entitled to rely on the most recent
Monthly Report delivered by the Servicer to the Indenture Trustee for all
purposes in this Indenture and the Transaction Documents. Following this
quarterly review, the Indenture Trustee shall archive such Electronic
Information. Other than specifically set forth in this Section 6.01(c), the
Indenture Trustee shall have no responsibility

                                       43

<PAGE>

whatsoever to confirm or verify any information on any Electronic Information
delivered to the Indenture Trustee hereunder.

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

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

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

                    (iii) the Indenture Trustee shall not be liable with respect
               to any action it takes or omits to take in good faith in
               accordance with a direction received by it pursuant to Section
               5.12.

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

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

         (g) No provision of this Indenture shall require the Indenture Trustee
to expend or risk its own funds or otherwise incur financial liability in the
performance of any of its duties hereunder or in the exercise of any of its
rights or powers, if it shall have reasonable grounds to believe that repayments
of such funds or indemnity satisfactory to it against such risk or liability is
not reasonably assured to it.

         (h) The Indenture Trustee shall have no discretionary duties other than
those explicitly set forth in this Indenture.

         (i) 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 and to the provisions of the
TIA.

         SECTION 6.02.     RIGHTS OF INDENTURE TRUSTEE.
                           ---------------------------

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

         (b) The Indenture Trustee may execute any of the trusts or powers
hereunder or perform any duties hereunder either directly or by or through
agents or attorneys or a custodian or nominee, and the Indenture Trustee shall
not be responsible for any misconduct or negligence

                                       44

<PAGE>

on the part of, or for the supervision of, any such agent, attorney, custodian
or nominee appointed with due care by it hereunder.

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

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

         (e) The Indenture Trustee shall be under no obligation to institute,
conduct or defend any litigation under this Indenture or in relation to this
Indenture, at the request, order or direction of any of the Holders of Notes,
pursuant to the provisions of this Indenture, unless such Holders of Notes shall
have offered to the Indenture Trustee security or indemnity satisfactory to it
against the costs, expenses and liabilities that may be incurred therein or
thereby; provided, however, that the Indenture Trustee shall, upon the
occurrence of an Event of Default (that has not been cured) and of which the
Indenture Trustee has received notice or which a Responsible Officer of the
Indenture Trustee has actual knowledge, exercise the rights and powers vested in
it by this Indenture in a manner consistent with Section 6.01.

         (f) The Indenture Trustee shall not be bound to make any investigation
into the facts or matters stated in any resolution, certificate, statement,
instrument, opinion, report, notice, request, consent, order, approval, bond or
other paper or document, unless so requested in writing by the Holders of Notes
evidencing not less than 25% of the Outstanding Amount of the Notes; provided,
however, that if the payment within a reasonable time to the Indenture Trustee
of the costs, expenses or liabilities likely to be incurred by it in the making
of such investigation is, in the opinion of the Indenture Trustee, not
reasonably assured to the Indenture Trustee by the security afforded to it by
the terms of this Indenture or the Transfer and Servicing Agreement, the
Indenture Trustee may require indemnity satisfactory to it against such cost,
expense or liability as a condition to so proceeding; the reasonable expense of
every such examination shall be paid by the Person making such request, or, if
paid by the Indenture Trustee, shall be reimbursed by the Person making such
request upon demand.

         (g) The Indenture Trustee shall not be required to give any bond or
surety in respect of the performance of its powers and duties hereunder.

         (h) The Indenture Trustee shall not be bound to ascertain or inquire as
to the performance or observance of any covenants, conditions or agreements on
the part of the Issuer.

         (i) The permissive rights of the Indenture Trustee to do things
enumerated in this Indenture shall not be construed as a duty and the Indenture
Trustee shall not be answerable for other than its negligence or willful
default.

                                       45

<PAGE>

         (j) Except for (i) a default under Sections 5.01(a) or (b) hereof or
(ii) any other event of which a Responsible Officer of the Indenture Trustee has
"actual knowledge" and which event, with the giving of notice or the passage of
time or both, would constitute an Event of Default under this Indenture, the
Indenture Trustee shall not be deemed to have notice of any Event of Default or
Servicer Default unless specifically notified in writing of such event by the
Issuer or any Noteholder; as used herein, the term "actual knowledge" means the
actual fact or statement of knowing, by a Responsible Officer without any duty
to make any investigation with regard thereto.

         (k) In the event that the Indenture Trustee is also acting as Paying
Agent or Note Registrar hereunder, the rights and protections afforded to the
Indenture Trustee pursuant to this Article Six shall also be afforded to such
Paying Agent or Registrar.

         (l) In no event shall the Indenture Trustee be liable for the selection
of Eligible Investments or for investment losses incurred thereon. The Indenture
Trustee shall have no liability in respect of losses incurred as a result of the
liquidation of any such investment prior to its stated maturity or the failure
of the party directing such investment to provide timely written investment
direction. The Indenture Trustee shall have no obligation to invest or reinvest
any amounts held hereunder in the absence of such written investment direction.

         (m) Unless the Indenture Trust becomes the Successor Servicer, the
Indenture Trustee shall have no duty (A) to see to 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 re-recording, refiling or redepositing of any thereof, (B) to see to any
insurance related to this transaction 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
Collateral.

         (n) The Indenture Trustee may rely and shall be protected in acting or
refraining from acting upon any resolution, Officer's Certificate, opinion of
counsel, certificate of auditors or any other certificate, statement,
instrument, opinion, report, notice, request, consent, order, appraisal, bond or
other paper or document reasonably believed by it to be genuine and to have been
signed or presented by the proper party or parties.

         SECTION 6.03.     INDIVIDUAL RIGHTS OF INDENTURE TRUSTEE.
                           --------------------------------------
         The Indenture Trustee in its individual or any other capacity may
become the owner or pledgee of Notes and may otherwise deal with the Issuer or
its Affiliates with the same rights it would have if it were not Indenture
Trustee. Any Paying Agent, Note Registrar, co-registrar or co-paying agent may
do the same with like rights. However, the Indenture Trustee is required to
comply with Section 6.11.

                                       46

<PAGE>

         SECTION 6.04.     INDENTURE TRUSTEE'S DISCLAIMER.
                           ------------------------------

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

         SECTION 6.05.     NOTICE OF DEFAULTS.
                           ------------------

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

         SECTION 6.06.     REPORTS BY INDENTURE TRUSTEE TO HOLDERS.
                           ---------------------------------------

         The Indenture Trustee shall deliver to each Noteholder such
information, including without limitation, IRS Form 1099, as may be required to
enable such Holder to prepare its federal and state income tax returns.

         SECTION 6.07.     COMPENSATION AND INDEMNITY.
                           --------------------------

         The Issuer shall pay or shall cause the Servicer to pay to the
Indenture Trustee from time to time reasonable compensation for its services as
Indenture Trustee and as Paying Agent (if the Indenture Trustee serves as such)
to the extent such compensation is not otherwise paid to the Indenture Trustee.
The Indenture Trustee's compensation shall not be limited by any law on
compensation of a trustee of an express trust. The Issuer shall or shall cause
the Servicer to reimburse the Indenture Trustee for all reasonable out-of-pocket
expenses incurred or made by it, including costs of collection, in addition to
the compensation for its services. Such expenses shall include the reasonable
compensation and expenses, disbursements and advances of the Indenture Trustee's
agents, counsel, accountants and experts. The Issuer shall indemnify or shall
cause the Servicer to indemnify the Indenture Trustee against any and all loss,
liability or expense (including attorneys' fees and expenses) incurred by it in
connection with the administration of this Indenture and the performance of its
duties hereunder, under the Transfer and Servicing Agreement, the Custodian
Agreement and any other document or transaction contemplated herewith or
therewith or as a Paying Agent for the Issuer. The Indenture Trustee shall
notify the Issuer promptly of any claim for which it may seek indemnity. Failure
by the Indenture Trustee to so notify the Issuer shall not relieve the Issuer of
its obligations hereunder. The Issuer shall defend or shall cause the Servicer
to defend any such claim, and the Indenture Trustee may have separate counsel
and the Issuer shall pay or shall cause the Servicer to pay the fees and
expenses of such counsel. Neither the Issuer nor the Servicer need reimburse any
expense or indemnify against any loss, liability or expense incurred by the
Indenture Trustee through the Indenture Trustee's own willful misconduct,
negligence or bad faith.

                                       47

<PAGE>

         The Issuer's payment and indemnification obligations to the Indenture
Trustee pursuant to this Section shall survive the discharge of this Indenture
and the earlier removal or resignation of the Indenture Trustee. When the
Indenture Trustee incurs expenses after the occurrence of a Default specified in
Section 5.01(d), (e) or (f) with respect to the Issuer, the expenses are
intended to constitute expenses of administration under applicable Insolvency
Law.

         SECTION 6.08.     REPLACEMENT OF INDENTURE TRUSTEE.
                           --------------------------------

         The Indenture Trustee may resign at any time by so notifying the Issuer
and the Servicer. The Issuer may remove the Indenture Trustee if:

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

                    (ii) a court having jurisdiction in the premises in respect
               of the Indenture Trustee in an involuntary case or proceeding
               under federal or state banking or bankruptcy laws, as now or
               hereafter constituted, or any other applicable federal or state
               bankruptcy, insolvency or other similar law, shall have entered a
               decree or order granting relief or appointing a receiver,
               liquidator, assignee, custodian, trustee, conservator,
               sequestrator (or similar official) for the Indenture Trustee or
               for any substantial part of the Indenture Trustee's property, or
               ordering the winding-up or liquidation of the Indenture Trustee's
               affairs, provided any such decree or order shall have continued
               unstayed and in effect for a period of 30 consecutive days;

                    (iii) the Indenture Trustee commences a voluntary case under
               any federal or state banking or bankruptcy laws, as now or
               hereafter constituted, or any other applicable federal or state
               bankruptcy, insolvency or other similar law, or consents to the
               appointment of or taking possession by a receiver, liquidator,
               assignee, custodian, trustee, conservator, sequestrator or other
               similar official for the Indenture Trustee or for any substantial
               part of the Indenture Trustee's property, or makes any assignment
               for the benefit of creditors or fails generally to pay its debts
               as such debts become due or takes any corporate action in
               furtherance of any of the foregoing; or

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

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

         If a successor Indenture Trustee does not take office within 60 days
after the retiring Indenture Trustee resigns or is removed, the retiring
Indenture Trustee, the Issuer or the Holders

                                       48

<PAGE>

of a majority in Outstanding Amount of the Notes may petition any court of
competent jurisdiction for the appointment of a successor Indenture Trustee.

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

         Any resignation or removal of the Indenture Trustee and appointment of
a successor Indenture Trustee pursuant to any of the provisions of this Section
6.08 shall not become effective until acceptance of appointment by the successor
Indenture Trustee pursuant to this Section 6.08 and payment of all fees and
expenses owed to the outgoing Indenture Trustee. Notwithstanding the replacement
of the Indenture Trustee pursuant to this Section, the retiring Indenture
Trustee shall be entitled to payment or reimbursement of such amounts as such
Person is entitled pursuant to Section 6.07.

         SECTION 6.09.     SUCCESSOR INDENTURE TRUSTEE BY MERGER.
                           -------------------------------------

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

         In case at the time such successor or successors by merger, conversion
or consolidation to the Indenture Trustee shall succeed to the trusts created by
this Indenture any of the Notes shall have been authenticated but not delivered,
any such successor to the Indenture Trustee may adopt the certificate of
authentication of any predecessor 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 either in the name of any predecessor hereunder or in the name of the
successor to the Indenture Trustee; and in all such cases such certificates
shall have the full force which it is anywhere in the Notes or in this Indenture
provided 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 provision of this Indenture, at any time,
for the purpose of meeting any legal requirement of any jurisdiction in which
any part of the Collateral may at the time be located, the Indenture Trustee
acting jointly shall have the power and may execute and deliver all instruments
to appoint one or more Persons to act as a co-Indenture Trustee or co-Indenture
Trustees, jointly with the Indenture Trustee, or separate Indenture Trustee or
separate Indenture Trustees, of all or any part of the Collateral, and to vest
in such Person or Persons, in such capacity and for the benefit of the
Noteholders, such title to the Collateral, or any part hereof, and, subject to
the other provisions of this Section, such powers, duties, obligations, rights
and trusts as the Indenture Trustee and the Issuer may consider necessary or
desirable. If the Issuer shall not have joined in such appointment within 15
days after the receipt by it of a request so to do, the Indenture Trustee alone
shall have the power to

                                       49

<PAGE>

make such appointment. No co-Indenture Trustee or separate Indenture Trustee
hereunder shall be required to meet the terms of eligibility of a successor
Indenture Trustee under Section 6.11 and no notice to Noteholders of the
appointment of any co-Indenture Trustee or separate Indenture Trustee shall be
required under Section 6.08. If the Indenture Trustee is incompetent or
unqualified in any jurisdiction to perform as required by this Indenture, all
rights, powers, duties and obligations conferred or imposed upon the Indenture
Trustee shall be conferred or imposed upon such separate trustee or co-trustee
who shall exercise and perform such rights, powers, duties and obligations
solely at the direction of the Indenture Trustee.

         (b) Every separate Indenture Trustee and co-Indenture 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 Indenture Trustee or co-Indenture Trustee jointly (it
               being understood that such separate Indenture Trustee or
               co-Indenture 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 Collateral or any portion thereof in any
               such jurisdiction) shall be exercised and performed singly by
               such separate Indenture Trustee or co-Indenture Trustee, but
               solely at the direction of the Indenture Trustee;

                    (ii) no Indenture Trustee hereunder shall be personally
               liable by reason of any act or omission of any other Indenture
               Trustee hereunder; and

                    (iii) the Indenture Trustee and the Issuer may at any time
               accept the resignation of or remove any separate Indenture
               Trustee or co-Indenture 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 Indenture
Trustees and co-Indenture Trustees, as effectively as if given to each of them.
Every instrument appointing any separate Indenture Trustee or co-Indenture
Trustee shall refer to this Indenture and the conditions of this Article. Each
separate Indenture Trustee and co-Indenture Trustee, upon its acceptance of the
trusts conferred, shall be vested with the estates or property specified in its
instrument of co-appointment, either jointly with the Indenture Trustee or
separately, as may be provided therein, subject to all of 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 and a copy thereof given to the Issuer.

         (d) Any separate Indenture Trustee or co-Indenture 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 Indenture Trustee or co-Indenture Trustee shall die,

                                       50

<PAGE>

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 Indenture Trustee. Notwithstanding anything to the contrary in
this Indenture, the appointment of any separate Indenture Trustee or
co-Indenture Trustee shall not relieve the Indenture Trustee of its obligations
and duties under this Indenture.

         SECTION 6.11.     ELIGIBILITY.
                           -----------

         The Indenture Trustee shall at all times satisfy the requirements of
TIA Section 310(a). The Indenture Trustee hereunder shall at all times be a
financial institution organized and doing business under the laws of the United
States of America or any state, authorized under such laws to exercise corporate
trust powers, whose long term unsecured debt is rated at least Baa3 by Moody's,
BBB- by S&P and BBB- by Fitch (if rated by Fitch) and shall have a combined
capital and surplus of at least $50,000,000 or shall be a member of a bank
holding system the aggregate combined capital and surplus of which is
$50,000,000 and subject to supervision or examination by federal or state
authority, provided that the Indenture Trustee's separate capital and surplus
shall at all times be at least the amount required by Section 310(a)(2) of the
TIA. If such Person publishes reports of condition at least annually, pursuant
to law or to the requirements of a supervising or examining authority, then for
the purposes of this Section 6.11, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. In case at any time the
Indenture Trustee shall cease to be eligible in accordance with the provisions
of this Section 6.11, the Indenture Trustee shall resign immediately in the
manner and with the effect specified in Section 6.08. The Indenture Trustee
shall comply with TIA Section 310(b); provided, however, that there shall be
excluded from the operation of TIA Section 310(b)(1) any indenture or indentures
under which other securities of the Issuer are outstanding if the requirements
for such exclusion set forth in TIA Section 310(b)(1) are met.

         SECTION 6.12.     PREFERENTIAL COLLECTION OF CLAIMS AGAINST ISSUER.
                           ------------------------------------------------

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

         SECTION 6.13.     REPRESENTATIONS AND WARRANTIES OF INDENTURE TRUSTEE.
                           ---------------------------------------------------

         The Indenture Trustee in its individual capacity and as Indenture
Trustee represents and warrants as follows:

         (a) Organization and Corporate Power. It is a duly organized and
validly existing New York banking corporation in good standing under the laws of
each jurisdiction where its business so requires. It has full corporate power,
authority and legal right to execute, deliver and perform its obligations as
Indenture Trustee under this Indenture and the Transfer and Servicing Agreement
(the foregoing documents, the "Indenture Trustee Documents") and to authenticate
the Notes.

                                       51

<PAGE>

         (b) Due Authorization. The execution and delivery of the Indenture
Trustee Documents, the consummation of the transactions provided for therein and
the authentication of the Notes have been duly authorized by all necessary
corporate action on its part, either in its individual capacity or as Indenture
Trustee, as the case may be.

         (c) No Conflict. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with, result in any breach of any of the material terms and
provisions of, or constitute (with or without notice or lapse of time or both) a
default under, any indenture, contract, agreement, mortgage, deed of trust, or
other instrument to which the Indenture Trustee is a party or by which it or any
of its property is bound.

         (d) No Violation. The execution and delivery of the Indenture Trustee
Documents, the performance of the transactions contemplated thereby and the
fulfillment of the terms thereof (including the authentication of the Notes)
will not conflict with or violate, in any material respect, any Requirements of
Law applicable to the Indenture Trustee.

         (e) All Consents Required. All approvals, authorizations, consents,
orders or other actions of any Person or any Governmental Authority applicable
to the Indenture Trustee, required in connection with the execution and delivery
of the Indenture Trustee Documents, the performance by the Indenture Trustee of
the transactions contemplated thereby and the fulfillment by the Indenture
Trustee of the terms thereof (including the authentication of the Notes), have
been obtained.

         (f) Validity, Etc. Each Indenture Trustee Document constitutes a legal,
valid and binding obligation of the Indenture Trustee, enforceable against the
Indenture Trustee in accordance with its terms, except as such enforceability
may be limited by Insolvency Laws and except as such enforceability may be
limited by general principles of equity, concepts of materiality and
reasonableness (whether considered in a suit at law or in equity) or by an
implied covenant of good faith and fair dealing.


                                   ARTICLE VII

                         NOTEHOLDERS' LISTS 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 (i) not more than five days after the earlier of (a) each Record Date
and (b) three months after the last Record Date, a list, in such form as the
Indenture Trustee may reasonably require, of the names and addresses of the
Noteholders as of such Record Date and (ii) at such other times as the Indenture
Trustee may request in writing, within 30 days after receipt by the Issuer of
any such request, a list of similar form and content as of a date not more than
ten days prior to the time such list is

                                       52

<PAGE>

furnished; provided, however, that so long as the Indenture Trustee is the Note
Registrar, no such list shall be required to be furnished.

         SECTION 7.02.     PRESERVATION OF INFORMATION; COMMUNICATION 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 and addresses of Noteholders received by the Indenture
Trustee in its capacity as Note Registrar and shall otherwise comply with TIA
Section 312(a). The Indenture Trustee may destroy any list furnished to it as
provided in such Section 7.01 upon receipt of a new list so furnished.

         (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.
                           -----------------
         (a)      The Issuer shall:

                  (i) file with the Indenture Trustee, within 15 days after the
         Issuer is required (if at all) 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) that the Issuer may be required to file with the Commission
         pursuant to Section 13 or 15(d) of the Exchange Act;

                  (ii) 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;

                  (iii) 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(a) and by rules and regulations prescribed
         from time to time by the Commission.

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

                                       53

<PAGE>

         SECTION 7.04.     REPORTS BY INDENTURE TRUSTEE.
                           ----------------------------

         (a) If required by TIA Section 313(a), within 60 days after May 31
beginning with May 31, 2002, 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).

         A copy of each report at the time of its mailing to Noteholders shall
be filed by the Issuer, or the Originator on the Issuer's behalf, with the
Commission and each stock exchange, if any, on which the Notes are listed. The
Issuer shall notify the Indenture Trustee in writing if and when the Notes are
listed on any stock exchange.

         The Indenture Trustee shall mail to each Noteholder within a reasonable
period of time after the end of each calendar year, but in no event later than
February 28, commencing in February, 2003, a Form 1099 under the Code with
respect to amounts paid to such Noteholder with respect to the Notes during the
immediately preceding calendar year ending December 31.

         (b) With respect to each Payment Date and the related Collection
Period, the Indenture Trustee will provide to each Noteholder, on the related
Payment Date, the Monthly Report that it has received from the Servicer.


                                  ARTICLE VIII

                      ACCOUNTS, DISBURSEMENTS AND RELEASES

         SECTION 8.01.     COLLECTION OF MONEY.
                           -------------------

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

         SECTION 8.02.     TRUST ACCOUNTS.
                           --------------

         (a) On or prior to the Closing Date, the Issuer shall cause the
Servicer to establish and maintain, in the name of the Indenture Trustee, for
the benefit of the Noteholders, the Trust Accounts as provided in Section 7.01
of the Transfer and Servicing Agreement.

                                       54

<PAGE>

         (b) On or before each Payment Date, all amounts required to be
disbursed to the Indenture Trustee with respect to the preceding Collection
Period pursuant to Section 7.01 of the Transfer and Servicing Agreement will be
transferred from the Collection Account, the Reserve Fund, the Residual Account
and the Payahead Account and deposited by the Indenture Trustee upon receipt to
the Note Distribution Account.

         (c) On each Payment Date prior to the occurrence of an Event of
Default, the Indenture Trustee shall distribute all amounts on deposit in the
Note Distribution Account to Noteholders in respect of the Notes to the extent
of amounts due and unpaid on the Notes for principal and interest as follows and
in the following order of priority:

                  first, so much of such installment or payment as shall be
                  required to reimburse the Servicer for Unreimbursed Servicer
                  Advances to the extent that such Unreimbursed Servicer Advance
                  relates to Scheduled Payment on a Contract that has
                  subsequently been received or that the Servicer determines
                  that such Unreimbursed Servicer Advance will not be recovered
                  from the Contract with respect to which it relates;

                  second, if a Successor Servicer is being appointed, the costs
                  and expenses of the Indenture Trustee associated with such
                  Successor Servicer and the transition relating thereto (which
                  amount shall not, taken in the aggregate with all other
                  amounts withdrawn for such purpose, exceed the Trustee Cap);

                  third, so much of such installment or payment as shall be
                  required to pay the Servicer its monthly Servicing Fee for the
                  preceding Collection Period, which includes the amounts
                  payable for the fees and expenses of the Indenture Trustee;

                  fourth, that the Indenture Trustee may deduct and remit to its
                  own account (A) any amounts for the fees (to the extent such
                  fees have not paid by the Servicer), expenses and indemnity
                  payments, if any, due and payable to the Indenture Trustee and
                  (B) until such time as a Successor Servicer has been appointed
                  pursuant to Section 8.03, an amount equal to the product of
                  (1) one-twelfth, (2) 0.025% and (3) the aggregate remaining
                  Principal Balance of the Contracts Pool as of the first day of
                  the related Collection Period;

                  fifth, so much of such payment remaining as shall be required
                  to reimburse the Noteholders in full for certain indemnity
                  payments, if any, made by such Noteholders to the Indenture
                  Trustee (to the extent not previously reimbursed) shall be
                  distributed to the Noteholders, and, if the aggregate amount
                  remaining shall be insufficient to reimburse all such payments
                  in full, it shall be distributed ratably, without priority of
                  any Noteholder over any other, in the proportion that the
                  aggregate amount of such unreimbursed indemnity payments made
                  by each such Noteholder bears to the aggregate amount of such
                  unreimbursed indemnity payments made by all Noteholders;

                                       55

<PAGE>

                  sixth, so much of such installment or payment as shall be
                  required to pay in full the aggregate amount of interest then
                  due on or in respect of the Class A-1 Notes , the Class A-2
                  Notes, the Class A-3 Notes and the Class A-4 Notes together
                  with interest on such unpaid amounts from prior Collection
                  Periods at the applicable interest rate for such Class of Note
                  shall be distributed to the Class A-1 Noteholders, the Class
                  A-2 Noteholders, the Class A-3 Noteholders and the Class A-4
                  Noteholders ratably, without priority of any one Class A-1
                  Note, one Class A-2 Note, one Class A-3 Note or one Class A-4
                  Note over any other Class A-1 Note, any other Class A-2 Note,
                  any other Class A-3 Note or any other Class A-4 Note, in the
                  proportion that the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on each Class A-1 Note,
                  each Class A-2 Note, each Class A-3 Note and each Class A-4
                  Note bears to the aggregate amount of all accrued but unpaid
                  interest to the date of distribution on all Class A-1 Notes,
                  all Class A-2 Notes, all Class A-3 Notes and all Class A-4
                  Notes;

                  seventh, so much of such installment or payment as shall be
                  required to pay in full the aggregate amount of interest then
                  due on or in respect of the Class B Notes together with
                  interest on such unpaid amounts from prior Collection Periods
                  at the Class B Interest Rate shall be distributed to the Class
                  B Noteholders ratably, without priority of any one Class B
                  Note over any other Class B Note, in the proportion that the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on each Class B Note bears to the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on all Class B Notes;

                  eighth, so much of such installment or payment as shall be
                  required to pay in full the aggregate amount of interest then
                  due on or in respect of the Class C Notes together with
                  interest on such unpaid amounts from prior Collection Periods
                  at the Class C Interest Rate shall be distributed to the Class
                  C Noteholders ratably, without priority of any one Class C
                  Note over any other Class C Note, in the proportion that the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on each Class C Note bears to the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on all Class C Notes;

                  ninth, so much of such installment or payment as shall be
                  required to pay in full the aggregate amount of interest then
                  due on or in respect of the Class D Notes together with
                  interest on such unpaid amounts from prior Collection Periods
                  at the Class D Interest Rate shall be distributed to the Class
                  D Noteholders ratably, without priority of any one Class D
                  Note over any other Class D Note, in the proportion that the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on each Class D Note bears to the
                  aggregate amount of all accrued but unpaid interest to the
                  date of distribution on all Class D Notes;

                  tenth, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  A-1 Noteholders to pay in full the aggregate amount of the
                  Class A Principal Payment Amount then due pursuant to

                                       56

<PAGE>

                  or in respect of the Class A-1 Notes, without priority of
                  any one Class A-1 Note over any other Class A-1 Note, in the
                  proportion that the unpaid principal amount of each Class
                  A-1 Note bears to the aggregate unpaid principal amount of
                  all Class A-1 Notes;

                  eleventh, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  A-2 Noteholders to pay in full the aggregate amount of the
                  Class A Principal Payment Amount then due pursuant to or in
                  respect of the Class A-2 Notes, without priority of any one
                  Class A-2 Note over any other Class A-2 Note, in the
                  proportion that the aggregate unpaid principal amount of each
                  Class A-2 Note bears to the aggregate unpaid principal amount
                  of all Class A-2 Notes; provided, that the Outstanding Amount
                  of the Class A-1 Notes is $0;

                  twelfth, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  A-3 Noteholders to pay in full the aggregate amount of the
                  Class A Principal Payment Amount then due pursuant to or in
                  respect of the Class A-3 Notes, without priority of any one
                  Class A-3 Note over any other Class A-3 Note, in the
                  proportion that the unpaid principal amount of each Class A-3
                  Note bears to the aggregate unpaid principal amount of all
                  Class A-3 Notes; provided, that the Outstanding Amount of the
                  Class A-1 Notes and Class A-2 Notes is $0;

                  thirteenth, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class A-4 Noteholders to pay in full the aggregate amount
                  of the Class A Principal Payment Amount then due pursuant to
                  or in respect of the Class A-4 Notes, without priority of any
                  one Class A-4 Note over any other Class A-4 Note, in the
                  proportion that the aggregate unpaid principal amount of each
                  Class A-4 Note bears to the unpaid principal amount of all
                  Class A-4 Notes; provided, that the Outstanding Amount of the
                  Class A-1 Notes, Class A-2 Notes and Class A-3 Notes is $0;

                  fourteenth, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class B Noteholders to pay in full the aggregate amount of
                  the Class B Principal Payment Amount then due pursuant to or
                  in respect of the Class B Notes, without priority of any one
                  Class B Note over any other Class B Note, in the proportion
                  that the unpaid principal amount of each Class B Note bears to
                  the aggregate unpaid principal amount of all Class B Notes;

                  fifteenth, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  C Noteholders to pay in full the aggregate amount of the Class
                  C Principal Payment Amount then due pursuant to or in respect
                  of the Class C Notes, without priority of any one Class C Note
                  over any other Class C Note, in the proportion that the unpaid
                  principal amount of each Class C Note bears to the aggregate
                  unpaid principal amount of all Class C Notes;

                                       57
<PAGE>

                  sixteenth, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  D Noteholders to pay in full the aggregate amount of the Class
                  D Principal Payment Amount then due pursuant to or in respect
                  of the Class D Notes, without priority of any one Class D Note
                  over any other Class D Note, in the proportion that the unpaid
                  principal amount of each Class D Note bears to the aggregate
                  unpaid principal amount of all Class D Notes;

                  seventeenth, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class A-1 Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  A-1 Notes (after giving effect to the Class A Principal
                  Payment Amount), without priority of any one Class A-1 Note
                  over any other Class A-1 Note, in the proportion that the
                  aggregate unpaid principal amount of each Class A-1 Note bears
                  to the aggregate unpaid principal amount of all Class A-1
                  Notes;

                  eighteenth, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class A-2 Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  A-2 Notes (after giving effect to the Class A Principal
                  Payment Amount), without priority of any one Class A-2 Note
                  over any other Class A-2 Note, in the proportion that the
                  aggregate unpaid principal amount of each Class A-2 Note bears
                  to the aggregate unpaid principal amount of all Class A-2
                  Notes; provided, that the Outstanding Amount of the Class A-1
                  Notes is $0;

                  nineteenth, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class A-3 Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  A-3 Notes (after giving effect to the Class A Principal
                  Payment Amount), without priority of any one Class A-3 Note
                  over any other Class A-3 Note, in the proportion that the
                  aggregate unpaid principal amount of each Class A-3 Note bears
                  to the aggregate unpaid principal amount of all Class A-3
                  Notes; provided, that the Outstanding Amount of the Class A-1
                  Notes and Class A-2 Notes is $0;

                  twentieth, the balance, if any, of such installment or payment
                  remaining thereafter shall be distributed ratably to the Class
                  A-4 Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  A-4 Notes (after giving effect to the Class A Principal
                  Payment Amount), without priority of any one Class A-4 Note
                  over any other Class A-4 Note, in the proportion that the
                  aggregate unpaid principal amount of each Class A-4 Note bears
                  to the aggregate unpaid principal amount of all Class A-4
                  Notes; provided, that the Outstanding Amount of the Class A-1
                  Notes, Class A-2 Notes and Class A-3 Notes is $0;

                  twenty-first, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class B Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  B Notes (after giving effect to the Class B Principal Payment
                  Amount), without

                                       58

<PAGE>

                  priority of any one Class B Note over any other Class B
                  Note, in the proportion that the aggregate unpaid principal
                  amount of each Class B Note bears to the aggregate unpaid
                  principal amount of all Class B Notes; provided, that the
                  Outstanding Amount of the Class A-1 Notes, Class A-2 Notes,
                  Class A-3 Notes and Class A-4 Notes is $0;

                  twenty-second, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class C Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  C Notes (after giving effect to the Class C Principal Payment
                  Amount), without priority of any one Class C Note over any
                  other Class C Note, in the proportion that the aggregate
                  unpaid principal amount of each Class C Note bears to the
                  aggregate unpaid principal amount of all Class C Notes;
                  provided, that the Outstanding Amount of the Class A-1 Notes,
                  Class A-2 Notes, Class A-3 Notes, Class A-4 Notes and Class B
                  Notes is $0;

                  twenty-third, the balance, if any, of such installment or
                  payment remaining thereafter shall be distributed ratably to
                  the Class D Noteholders to pay in full the lesser of (i) the
                  Additional Principal and (ii) the Outstanding Amount of Class
                  D Notes (after giving effect to the Class D Principal Payment
                  Amount), without priority of any one Class D Note over any
                  other Class D Note, in the proportion that the aggregate
                  unpaid principal amount of each Class D Note bears to the
                  aggregate unpaid principal amount of all Class D Notes;
                  provided, that the Outstanding Amount of the Class A-1 Notes,
                  Class A-2 Notes, Class A-3 Notes, Class A-4 Notes, Class B
                  Notes and Class C Notes is $0;

                  twenty-fourth, if the sum of (i) the remaining Available
                  Amounts, (ii) any other funds available in the Collection
                  Account as of the Determination Date (which for purposes of
                  this subparagraph twenty-second will be deemed to be
                  "Available Amounts") and (iii) the remaining amounts held in
                  the Reserve Fund, the Residual Account and the Payahead
                  Account equals or exceeds the sum of the remaining Principal
                  Amount of the Notes and any accrued and unpaid Servicing Fee,
                  distribute ratably to the Noteholders an amount equal to such
                  remaining Principal Amount;

                  twenty-fifth, unless the Principal Amount of all Notes will be
                  fully paid on such Payment Date, to the Reserve Fund an
                  amount, if any, that, when so deposited, causes the balance in
                  the Reserve Fund to equal the Required Reserve Amount;

                  twenty-sixth, unless the Principal Amount of all Notes will be
                  fully paid on such Payment Date, if a Residual Event exists,
                  the balance to the Residual Account;

                  twenty-seventh, to the indenture trustee, all amounts due to
                  it and not paid pursuant to clause second of this Section
                  8.02(c); and

                  twenty-eighth, the balance, if any, shall be paid to the
                  Issuer.

                                       59

<PAGE>

         Prior to the occurrence of an Event of Default, if the Available
Amounts are less than the amount required to make in full the payments and
allocations set forth in priorities first through twenty-third above or to make
principal payments due with respect to any payment at final maturity of any
Notes, amounts held in the Residual Account shall be withdrawn in order for any
of such payments or allocations to be made and such amounts will be considered
as Available Amounts for such purpose only.

         Prior to the occurrence of an Event of Default, if the Available
Amounts and any amounts available from the Residual Account are less than the
amount required to make in full the payments and allocations set forth in
priorities first through twenty-third above or to make principal payments due
with respect to any payment at final maturity of any Notes, amounts held in the
Reserve Fund shall be withdrawn in order for any of such payments or allocations
to be made and such amounts will be considered as Available Amounts for such
purpose only.

         SECTION 8.03.     GENERAL PROVISIONS REGARDING ACCOUNTS.
                           -------------------------------------

         (a) So long as no Default or Event of Default shall have occurred and
be continuing, all or a portion of the funds in the Trust Accounts shall be
invested in accordance with the provisions of Section 7.03 of the Transfer and
Servicing Agreement. Except as otherwise provided in Section 7.03 of the
Transfer and Servicing Agreement, all income or other gain from investments of
moneys deposited in such Trust Accounts shall be deposited by the Indenture
Trustee in the Collection Account, and any loss resulting from such investments
shall be charged to the related Trust Account unless the Issuer (or the Servicer
on behalf of the Issuer) deposits funds to such Trust Account to offset any loss
realized. The Issuer will not direct the Indenture Trustee or permit the
Servicer to make any investment of any funds or to sell any investment held in
any of the Trust Accounts unless the security interest granted and perfected in
such account will continue to be perfected in such investment or the proceeds of
such sale, in either case without any further action by any Person, and, in
connection with any direction to the Indenture Trustee to make any such
investment or sale, if requested by the Indenture Trustee, the Issuer shall
deliver to the Indenture Trustee an Opinion of Counsel, acceptable to the
Indenture Trustee, to such effect.

         (b) Subject to Section 6.01(c), the Indenture Trustee shall not in any
way be held liable by reason of any insufficiency in any of the Trust Accounts
resulting from any loss on any Eligible Investment included therein except for
losses attributable to the Indenture Trustee's failure to make payments on such
Eligible Investments issued by the Indenture Trustee, in its commercial capacity
as principal obligor and not as Indenture Trustee, in accordance with their
terms.

         (c) If (i) the Issuer shall have failed to give written investment
directions for any funds on deposit in the Trust Accounts to the Indenture
Trustee by 11:00 a.m., New York City time (or such other time as may be agreed
by the Issuer and Indenture Trustee), on any Business Day or (ii) a Default or
Event of Default shall have occurred and be continuing with respect to the Notes
but the Notes shall not have been declared due and payable pursuant to Section
5.02 or (iii) if such Notes shall have been declared due and payable following
an Event of Default, but

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<PAGE>

amounts collected or receivable from the Collateral are being applied in
accordance with Section 5.06 as if there had not been such a declaration, then
the Indenture Trustee shall invest funds in the Trust Accounts in investments
meeting the requirements of clause (vi) of the definition of Eligible Investment
in the Transfer and Servicing Agreement and shall promptly notify the Issuer.
The Indenture Trustee shall have no responsibility for losses on investments
made in accordance with this Section 8.03(c), and all income and losses shall be
for the account of the related Trust Account unless the Issuer (or the Servicer
on behalf of the Issuer) deposits funds to such Trust Account to offset any loss
realized.

         SECTION 8.04.     RELEASE OF COLLATERAL.
                           ---------------------
         (a) Subject to the payment of its fees and expenses pursuant to Section
6.07, the Indenture Trustee may, and when required by the provisions of this
Indenture or the Transfer and Servicing Agreement shall, execute instruments to
release property from the lien of this Indenture, or convey the Indenture
Trustee's interest in the same, in a manner and under circumstances that are not
inconsistent with the provisions of this Indenture. No party relying upon an
instrument executed by the Indenture Trustee as provided in this Article shall
be bound to ascertain the Indenture Trustee's authority, inquire into the
satisfaction of any conditions precedent or see to the application of any
moneys.

         (b) The Indenture Trustee shall, at such time as there are no Notes
Outstanding and all sums due the Indenture Trustee pursuant to Section 6.07 have
been paid, release any remaining portion of the Collateral that secured the
Notes from the lien of this Indenture without representation, warranty or
recourse and release to the Issuer or any other Person entitled thereto any
funds then on deposit in the Trust Accounts. The Indenture Trustee shall release
property from the lien of this Indenture pursuant to this Section 8.04(b) only
upon receipt of an Issuer Request accompanied by an Officer's Certificate, an
Opinion of Counsel and (if required by the TIA as so stated in the Opinion of
Counsel) Independent Certificates in accordance with TIA Sections 314(c) and
314(d)(1) and in each case meeting the applicable requirements of Section 11.01.

         SECTION 8.05.     OPINION OF COUNSEL.
                           ------------------

         The Indenture Trustee shall receive at least seven days prior written
notice when requested by the Issuer to take any action pursuant to Section
8.04(a), accompanied by copies of any instruments involved, and the Indenture
Trustee shall also require, as a condition to such action, an Opinion of
Counsel, in form and substance satisfactory to the Indenture Trustee, 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 Collateral. Counsel rendering any such opinion may rely, without
independent investigation, on the accuracy and validity of any certificate or
other instrument delivered to the Indenture Trustee in connection with any such
action.

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<PAGE>

                                   ARTICLE IX

                             SUPPLEMENTAL INDENTURES

         SECTION 9.01.   SUPPLEMENTAL INDENTURES WITHOUT CONSENT OF NOTEHOLDERS.
                         ------------------------------------------------------

         Without the consent of the Holders of any Notes and with prior notice
to each Rating Agency, the Issuer and the Indenture Trustee, when authorized by
an Issuer Order, and the other parties hereto at any time 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 Indenture Trustee any
               property subject or required to be subjected to the lien created
               by this Indenture, or to subject to the lien created by this
               Indenture additional property;

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

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

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

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

                    (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;
               and

                    (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.

                                       62

<PAGE>

         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. Any amendment or supplemental
indenture entered into pursuant to this Section 9.01 shall not adversely affect
the interests of the Holders of the Notes in any material respect, as evidenced
by an Opinion of Counsel delivered to the Indenture Trustee.

         SECTION 9.02.     SUPPLEMENTAL INDENTURES WITH CONSENT OF NOTEHOLDERS.
                           ---------------------------------------------------

         The Issuer and the Indenture Trustee, when authorized by an Issuer
Order, also may, with prior notice to each Rating Agency, and with the consent
of the Required Holders, by Act of such Holders delivered to the Issuer and the
Indenture Trustee, enter into an indenture or indentures supplemental hereto for
the purpose of adding any provisions to, or changing in any manner or
eliminating any of the provisions of, this Indenture or of modifying in any
manner the rights of the Holders of the Notes under this Indenture; provided,
however, that, no such supplemental indenture shall, without the consent of the
Holder of each Outstanding Note affected thereby:

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

                    (ii) reduce the percentage of the Outstanding Amount of the
               Notes, the consent of the Holders of which is required for any
               such supplemental indenture, or the consent of the Holders of
               which is required for any waiver of compliance with certain
               provisions of this Indenture or certain defaults hereunder and
               their consequences provided for in this Indenture;

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

                    (iv) reduce the percentage of the Outstanding Amount of the
               Notes required to direct the Indenture Trustee to sell or
               liquidate the Collateral pursuant to Section 5.04 or amend the
               provisions of this Article which specify the percentage of the
               Outstanding Amount of the Notes required to amend this Indenture
               or the other Transaction Documents;

                    (v) modify any provision of this Section except to increase
               any percentage specified herein or to provide that certain
               additional provisions of this Indenture or the

                                       63

<PAGE>

               other Transaction Documents cannot be modified or waived without
               the consent of the Holder of each Outstanding Note affected
               thereby;

                    (vi) permit the creation of any lien ranking prior to or on
               a parity with the lien created by this Indenture with respect to
               any part of the Collateral or, except as otherwise permitted or
               contemplated herein, terminate the lien created by this Indenture
               on any property at any time subject hereto or deprive the Holder
               of any Note of the security provided by the lien created by this
               Indenture;

                    (vii) alter or modify the provisions of the Transfer and
               Servicing Agreement with respect to the order of priorities in
               which Collections on the Contracts shall be paid to Noteholders
               or with respect to the amount or timing of payments on the Notes;

                    (viii) reduce, modify or amend any indemnities in favor of
               any Noteholder or in favor of or to be paid by the Originator, or
               alter the definition of "Indemnities" to exclude any Noteholder,
               except as consented to by each person adversely affected by the
               change; or

                    (ix) modify, amend or supplement the provisions of the
               Transfer and Servicing Agreement relating to amendments, waivers
               and supplements to the Indenture, the Transfer and Servicing
               Agreement or any other document.

         Neither the Issuer, the Indenture Trustee nor any of their respective
affiliates shall, directly or indirectly, pay or cause to be paid any
consideration, whether by way of interest, fee or otherwise, to any Note Owner
for or as an inducement to any consent, waiver or amendment of any of the terms
or provisions of this Indenture, the Transfer and Servicing Agreement or the
Notes unless such consideration is offered to be paid to all Note Owners that so
consent, waive or agree to amend in the time frame set forth in solicitation
documents relating to such consent, waiver or agreement.

         It shall not be necessary for any Act of Noteholders, as herein
defined, 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 parties hereto 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 a
notice setting forth in general terms the substance of such supplemental
indenture. Any failure of the Indenture Trustee to mail such notice, or any
defect therein, shall not, however, in any way impair or affect the validity of
any such supplemental indenture.

         SECTION 9.03.     EXECUTION OF SUPPLEMENTAL INDENTURES.
                           ------------------------------------

         In executing, or permitting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Indenture Trustee shall be entitled to
receive, and subject to Sections 6.01 and 6.02 shall be fully

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<PAGE>

protected in relying upon, an Opinion of Counsel stating that the execution of
such supplemental indenture is authorized or permitted by this Indenture, that
all conditions precedent to the execution of such supplemental indenture have
been met and that such actions shall not adversely affect the interests of the
Holders of the Notes in any material respect. The Indenture Trustee may, but
shall not be obligated to, enter into any such supplemental indenture that
affects the Indenture Trustee's own rights, duties, liabilities or immunities
under this Indenture or otherwise.

         SECTION 9.04.     EFFECT OF SUPPLEMENTAL INDENTURE.
                           --------------------------------

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

         SECTION 9.05.     CONFORMITY WITH TRUST INDENTURE ACT.
                           -----------------------------------

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

         SECTION 9.06.     REFERENCE IN NOTES TO SUPPLEMENTAL INDENTURES.
                           ---------------------------------------------

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


                                    ARTICLE X

                               REDEMPTION OF NOTES

         SECTION 10.01.    REDEMPTION.
                           ----------
         (a) The Notes are subject to redemption in whole, but not in part, on
any Payment Date on which the aggregate Principal Balance of the Contracts is
less than or equal to 15% of the Original Pool Balance, for a purchase price
equal to the sum of (i) the outstanding principal due on the Notes, (ii) accrued
and unpaid interest on the Notes and (iii) the amount of any

                                       65

<PAGE>

Unreimbursed Servicer Advances. The Issuer shall furnish each Rating Agency with
notice of such redemption. If the Notes are to be redeemed pursuant to this
Section 10.01(a), the Servicer or the Issuer shall furnish written notice of
such election to the Indenture Trustee not later than 20 days prior to the
Redemption Date and the Issuer shall deposit with the Indenture Trustee in the
Note Distribution Account the Redemption Date Amount of the Notes to be redeemed
whereupon all such Notes shall be due and payable on the Redemption Date upon
the furnishing of a notice complying with Section 10.02 to each Holder of the
Notes.

         (b) In the event that the Conveyed Assets are sold pursuant to Section
5.04 of this Indenture, the proceeds of such sale shall be distributed as
provided in Section 5.06. If amounts are to be paid to Noteholders pursuant to
this Section 10.01(b), the Servicer or the Issuer shall, to the extent
practicable, furnish written notice of such event to the Indenture Trustee not
later than 20 days prior to the Redemption Date whereupon all such amounts shall
be payable on the Redemption Date.

         SECTION 10.02.    FORM OF REDEMPTION NOTICE.
                           -------------------------
         Notice of redemption under Section 10.01(a) shall be given by the
Indenture Trustee by first-class mail, postage prepaid, mailed not less than
five days prior to the applicable Redemption Date to each Holder of Notes, as of
the close of business on the Record Date preceding the applicable Redemption
Date, at such Holder's address appearing in the Note Register.

                  All notices of redemption shall state:

                    (i) the Redemption Date;

                    (ii) the Redemption Date Amount; and

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

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

         SECTION 10.03.    NOTES PAYABLE ON REDEMPTION DATE.
                           --------------------------------

         The Notes or portions thereof to be redeemed shall, following notice of
redemption (if any) as required by Section 10.02, on the Redemption Date become
due and payable at the Redemption Date Amount and (unless the Issuer shall
default in the payment of the Redemption Date Amount) no interest shall accrue
on the Redemption Date Amount for any period after the date to which accrued
interest is calculated for purposes of calculating the Redemption Date Amount.

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<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 (i) an Officer's Certificate stating that
all conditions precedent, if any, provided for in this Indenture relating to the
proposed action have been complied with, (ii) an Opinion of Counsel stating that
in the opinion of such counsel all such conditions precedent, if any, have been
complied with, and (iii) (if required by the TIA as so stated in the Opinion of
Counsel) an Independent Certificate from a firm of certified public accountants
meeting the applicable requirements of this Section and TIA Sections 314(c) and
314(d)(1), except that, in the case of any such application or request as to
which the furnishing of such documents is specifically required by any provision
of this Indenture, no additional certificate or opinion need be furnished.

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

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

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

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

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

         (b) (i) Prior to the deposit of any Collateral or other property or
securities with the Indenture Trustee that is to be made the basis for
authentication and delivery of the Notes or the release of any property subject
to the lien created by 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 the signer thereof as to the fair value (within 90 days of such
deposit) to the Issuer of the Collateral or other property or securities to be
so deposited.

                                       67

<PAGE>

                  (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 an
         Independent Certificate as to the named matters, if the fair value to
         the Issuer of the property to be so deposited and of all other such
         property made the basis of any such withdrawal or release since the
         commencement of the then current fiscal year of the Issuer, as set
         forth in the certificates delivered pursuant to clause (i) above and
         this clause (ii), is 10% or more of the Outstanding Amount of the
         Notes, but such a certificate need not be furnished with respect to any
         property 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 then Outstanding Amount of the Notes.

                  (iii) Whenever any property or securities are to be released
         from the lien created by this Indenture, the Issuer shall also furnish
         to the Indenture Trustee an Officer's Certificate certifying or stating
         the opinion of each person signing such certificate as to the fair
         value (within 90 days of such release) of the property or securities
         proposed to be released and stating that in the opinion of such person
         the proposed release will not impair the security created by 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 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 created by this Indenture since the commencement of the
         then current fiscal year, as set forth in the certificates required by
         clause (iii) above and this clause (iv), equals 10% or more of the
         Outstanding Amount of the Notes, but such a certificate need not be
         furnished in the case of any release of property or securities if the
         fair value thereof as set forth in the related Officer's Certificate is
         less than $25,000 or less than one percent of the then Outstanding
         Amount of the Notes.

         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 Person as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

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

                                       68
<PAGE>

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
Originator or the Issuer, stating that the information with respect to such
factual matters is in the possession of the Servicer, the Originator or the
Issuer, unless such counsel knows, or in the exercise of reasonable care should
know, that the certificate or opinion or representations with respect to such
matters are erroneous.

         Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, 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 conclusively rely upon the
truth and accuracy of any statement or opinion contained in any such document as
provided in Article Six.

         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 agents
duly appointed in writing; and except as herein otherwise expressly provided
such action shall become effective when such instrument or instruments are
delivered to the Indenture Trustee, and, where it is hereby expressly required,
to the Issuer. Such instrument or instruments (and the action embodied therein
and evidenced thereby) are herein sometimes referred to as the "Act" of the
Noteholders signing such instrument or instruments. Proof of execution of any
such instrument or of a writing appointing any such agent shall be sufficient
for any purpose of this Indenture and (subject to Section 6.01) conclusive in
favor of the Indenture Trustee and the Issuer, if made in the manner provided in
this Section.

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

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

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

                                       69

<PAGE>

         SECTION 11.04.    NOTICES.
                           -------

         All notices, demands, certificates, requests and communications
hereunder ("notices") shall be in writing and shall be effective (a) upon
receipt when sent through the U.S. mails, registered or certified mail, return
receipt requested, postage prepaid, with such receipt to be effective the date
of delivery indicated on the return receipt, or (b) one Business Day after
delivery to an overnight courier, or (c) on the date personally delivered to,
with respect to the Indenture Trustee, a Responsible Officer or an Authorized
Officer of any other party to which sent, or (d) on the date transmitted by
legible telecopier transmission with a confirmation of receipt, in all cases
addressed to the recipient at the address specified in the Transfer and
Servicing Agreement for such recipient.

         Each party hereto may, by notice given in accordance herewith to each
of the other parties hereto, designate any further or different address to which
subsequent notices shall be sent.

         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, first-class, postage prepaid to each
Noteholder affected by such event, at his address as it appears on the Note
Register, not later than the latest date, and not earlier than the earliest
date, prescribed for the giving of such notice. In any case where notice to
Noteholders is given by mail, neither the failure to mail such notice nor any
defect in any notice so mailed to any particular Noteholder shall affect the
sufficiency of such notice with respect to other Noteholders, and any notice
that is mailed in the manner 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 a waiver.

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

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

                                       70

<PAGE>

         SECTION 11.06.    ALTERNATE PAYMENT AND NOTICE PROVISIONS.
                           ---------------------------------------

         Notwithstanding any provisions of this Indenture or any of the Notes to
the contrary, the Issuer may enter into any agreement, with the consent of any
Paying Agent, including the Indenture Trustee if acting as Paying Agent, and the
consent of the Indenture Trustee 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.    EFFECT OF HEADINGS AND TABLE OF CONTENTS.
                           ----------------------------------------

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

         SECTION 11.08.    SUCCESSORS AND ASSIGNS.
                           ----------------------

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

         SECTION 11.09.    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 11.10.    BENEFITS OF INDENTURE.
                           ---------------------

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

         SECTION 11.11.    LEGAL HOLIDAYS.
                           --------------

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

                                       71

<PAGE>

         SECTION 11.12.    GOVERNING LAW.

         (a) THIS INDENTURE SHALL BE CONSTRUED IN ACCORDANCE WITH THE LAWS OF
THE STATE OF NEW YORK AND THE OBLIGATIONS, RIGHTS, AND REMEDIES OF THE PARTIES
UNDER THE AGREEMENT SHALL BE DETERMINED IN ACCORDANCE WITH SUCH LAWS.

         (b) EACH PARTY HERETO HEREBY WAIVES, TO THE FULLEST EXTENT PERMITTED BY
APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY
LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF, UNDER OR IN CONNECTION WITH
THIS INDENTURE. Each party hereto (i) certifies that no representative, agent or
attorney of any other party has represented, expressly or otherwise, that such
other party would not, in the event of litigation, seek to enforce the foregoing
waiver and (ii) acknowledges that it and the other parties hereto have been
induced to enter into this Indenture by, among other things, the mutual waivers
and certifications in this Section 11.12(b).

         SECTION 11.13.    COUNTERPARTS.
                           ------------

         This Indenture may be executed in several counterparts, each of which
shall be an original and all of which shall constitute but one and the same
instrument.

         SECTION 11.14.    RECORDING OF INDENTURE.
                           ----------------------

         If this Indenture is subject to recording in any appropriate public
recording offices, such recording is to be effected by the Issuer and at its
expense accompanied by an Opinion of Counsel (which may be counsel to the
Issuer) 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 11.15.    ISSUER OBLIGATION.
                           -----------------

         No recourse may be taken, directly or indirectly, with respect to the
obligations of the Issuer or the Indenture Trustee on the Notes or under the
Indenture or any certificate or other writing delivered in connection herewith
or therewith, against (i) the Indenture 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 in its individual capacity, any holder of a beneficial interest in the
Issuer or the Indenture Trustee or of any successor or assign of the Indenture
Trustee in its individual capacity, except as any such Person may have expressly
agreed (it being understood that the Indenture Trustee has no such obligations
in their individual capacity) and except that any such partner, owner or
beneficiary shall be fully liable, to the extent provided by applicable law, for
any unpaid consideration for stock, unpaid capital contribution or failure to
pay any installment or call owing to such entity.

                                       72

<PAGE>

         SECTION 11.16.    NO PETITION.
                           -----------

         The parties hereto, by entering into this Indenture, and each
Noteholder, by accepting a Note or a beneficial interest in a Note, hereby
covenant and agree that they will not at any time institute against the Issuer
or join in any institution against the Issuer thereof, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings, or other
proceedings under any United States federal or state bankruptcy or similar law
in connection with any obligations relating to the Notes, this Indenture or any
of the other Transaction Documents; provided, however, that nothing herein shall
prohibit the Indenture Trustee from filing proofs of claim or otherwise
participating in any such proceedings instituted by any other person.

         SECTION 11.17.    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. Notwithstanding anything herein to the contrary,
the foregoing shall not be construed to prohibit (i) disclosure of any and all
information that is or becomes publicly known, or information obtained by the
Indenture Trustee from sources other than the Issuer, (ii) disclosure of any and
all information (A) if required to do so by any applicable statute, law, rule or
regulation, (B) to any government agency or regulatory body having or claiming
authority to regulate or oversee any aspects of the Indenture Trustee's business
or that of its affiliates, (C) pursuant to any subpoena, civil investigative
demand or similar demand or request of any court, regulatory authority,
arbitrator or arbitration to which the Indenture Trustee or an affiliate or an
officer, director, employer or shareholder thereof is a party, (D) in any
preliminary or final offering circular, registration statement or contract or
other document pertaining to the transactions contemplated herein approved in
advance by the Issuer or (E) to any affiliate, independent or internal auditor,
agent, employee or attorney of the Indenture Trustee having a need to know the
same, provided that the Indenture Trustee advises such recipient of the
confidential nature of the information being disclosed, or (iii) any other
disclosure authorized by the Issuer.

         SECTION 11.18.    CONFLICT WITH TRUST INDENTURE ACT.
                           ---------------------------------

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

                                       73

<PAGE>

         SECTION 11.19.    COMMUNICATION BY NOTE OWNERS WITH OTHER NOTE OWNERS.
                           ---------------------------------------------------

         Note Owners may communicate with other Note Owners with respect to
their rights under this Indenture or the Notes pursuant to Section 312(b) of the
TIA. Every Note Owner, by receiving and holding the same, agrees with the Issuer
and the Indenture Trustee that none of the Issuer and the Indenture Trustee nor
any agent of the Issuer and the Indenture Trustee shall be deemed to be in
violation of any existing law, or any law hereafter enacted which does not
specifically refer to Section 312 of the TIA, by reason of the disclosure of any
such information as to the names and addresses of the Note Owners in accordance
with Section 312 of the TIA, regardless of the source from which such
information was derived, and that the Indenture Trustee shall not be held
accountable by reason of mailing any material pursuant to a request made under
Section 312(b) of the TIA.

         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.

                                       74

<PAGE>


         IN WITNESS WHEREOF, the parties hereto have caused this Indenture to be
duly executed and delivered as of the day and year first above written.

                                GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

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


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

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


<PAGE>


STATE OF [__________]      )
                           ) ss
COUNTY OF [__________]     )


                  On March ___, 2002 before me, ______________________________
                                          {Here insert name and title of notary}

personally appeared [__________]

{    } personally known to me, or

{    } proved to me on the basis of satisfactory evidence to be the person(s)
       whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


Signature ____________________      {Seal}



<PAGE>



STATE OF [__________]      )
                           ) ss
COUNTY OF [__________]     )


                  On March ___, 2002 before me, ______________________________
                                         {Here insert name and title of notary}

personally appeared

{    } personally known to me, or

{    } proved to me on the basis of satisfactory evidence to be the person(s)
       whose name(s) is/are subscribed to the within instrument,

and acknowledged to me that he/she/they executed the same in his/her/their
authorized capacity(ties), and that by his/her/their signature(s) on the
instrument the person(s), or the entity upon behalf of which such person(s)
acted, executed the instrument.

WITNESS my hand and official seal.


Signature ____________________      {Seal}




<PAGE>


                                    EXHIBIT A


                    FORM OF TRANSFER AND SERVICING AGREEMENT

                                [TO BE ATTACHED]




<PAGE>


                                    EXHIBIT B


                             FORM OF CLASS A-1 NOTE

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

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                   2.25794% CLASS A-1 RECEIVABLE-BACKED NOTES

REGISTERED        $51,698,228

No. R-1
CUSIP No.  39153QAA3

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $51,698,228 payable on
the earlier of February 15, 2003 (the "Class A-1 Maturity Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to
on the reverse hereof.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in Section
3.01 of the Indenture. Interest on this Note will accrue for each Payment

<PAGE>

Date from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from the
Closing Date. Interest will be computed on the basis of a 360-day year and
actual days elapsed. Such principal of and interest on this Note shall be paid
in the manner specified on the reverse hereof.

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

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

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

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

Date: March 28, 2002    GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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

                                       2

<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


                                     By:____________________________
                                           Authorized Signatory


<PAGE>


                           {REVERSE OF CLASS A-1 NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-1 Receivable-Backed Notes (the "Class A-1 Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Class A-1 Notes are subject to all terms of the Indenture. All terms used in
this Note that are defined in the Indenture, as supplemented or amended, shall
have the meanings assigned to them in or pursuant to the Indenture, as so
supplemented or amended.

         The Class A-1 Notes and the other Notes described in the Indenture
(collectively, the "Notes") are and will be equally and ratably secured by the
collateral pledged as security therefor as provided in the Indenture subject to
the priorities of allocations as to interest and principal payments as described
therein and in the Transfer and Servicing Agreement.

         Principal of the Class A-1 Notes will be payable on the earlier of the
Class A-1 Maturity Date and the Redemption Date, if any, selected pursuant to
the Indenture. Notwithstanding the foregoing, the entire unpaid principal amount
of the Class A-1 Notes shall be due and payable on the date on which an Event of
Default shall have occurred and be continuing unless the Required Holders have
waived such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by wire transfer to the account of the Person whose name appears
as the Registered Holder of this Note (or one or more Predecessor Notes) on the
Note Register as of the close of business on each Record Date, except that with
respect to Notes registered on the Record Date in the name of nominee of the
Clearing Agency (initially, such nominee to be Cede & Co.), payments will be
made by wire transfer in immediately available funds to the account designated
by such nominee; provided that, if Definitive Notes are issued pursuant to
Section 2.11 of the Indenture, payments may be made by check. Such checks shall
be mailed to the Person entitled thereto at the address of such Person as it
appears on the Note Register as of the applicable Record Date without requiring
that this Note be submitted for notation of payment. Any reduction in the
principal amount of this Note (or any one or more Predecessor Notes) affected by
any payments made on any Payment Date shall be binding upon all future Holders
of this Note and of any Note issued upon the registration of transfer hereof or
in exchange hereof or in lieu hereof, whether or not noted hereon. If funds are
expected to be available, as provided in the Indenture, for payment in full of
the then remaining unpaid principal amount of this Note on a Payment Date, then
the Indenture Trustee, in the name of and on behalf of the Issuer, will notify
the Person who was the Registered Holder hereof as of the Record Date preceding
such Payment Date by notice mailed within five (5) Business Days of such Payment
Date and the amount then due and payable shall be payable only upon presentation
and surrender of this Note at the Corporate Trust Office of the Indenture
Trustee or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

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

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in its
individual capacity, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in its individual capacity, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in its individual capacity, except as any such Person may
have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer of, any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note (and each
Noteholder by acceptance of a beneficial interest in a Note), agrees to treat
the Notes for federal, state and local income, single business and franchise tax
purposes as indebtedness.

                                       2

<PAGE>

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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

                                       3

<PAGE>


                                    EXHIBIT C


                             FORM OF CLASS A-2 NOTE

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

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                    3.360% CLASS A-2 RECEIVABLE-BACKED NOTES

REGISTERED        $38,294,984

No. R-1
CUSIP No. 39153QAC9

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $38,294,984 payable on
the earlier of January 15, 2004 (the "Class A-2 Maturity Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to
on the reverse hereof. No payments of principal of the Class A-2 Notes shall be
made until the principal on the Class A-1 Notes has been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from the
Closing Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       2

<PAGE>


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

Date: March 28, 2002        GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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


                                       3


<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


                                      By:
                                         --------------------------------------
                                                 Authorized Signatory


<PAGE>


                           {REVERSE OF CLASS A-2 NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-2 Receivable-Backed Notes (the "Class A-2 Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class A-2 Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class A-2 Notes will be payable on the earlier of the
Class A-2 Maturity Date and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-2 Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing unless the
Required Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definitive Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five (5) Business Days of such Payment Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new Class A-2
Notes of authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer, of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

                                       2

<PAGE>

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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

                                       3

<PAGE>


                                    EXHIBIT D


                             FORM OF CLASS A-3 NOTE

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

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                    4.470% CLASS A-3 RECEIVABLE-BACKED NOTES

REGISTERED        $84,887,215

No. R-1
CUSIP No. 39153QAD7

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $84,887,215 payable on
the earlier of August 15, 2005 (the "Class A-3 Maturity Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to
on the reverse hereof. No payments of principal of the Class A-3 Notes shall be
made until the principal on the Class A-2 Notes has been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from the
Closing Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

         The principal of and interest on this Note are payable in such coin or
currency of the United States of America as at the time of payment is legal
tender for payment of public and private debts. All payments made by the Issuer
with respect to this Note shall be applied first to interest due and payable on
this Note as provided above and then to the unpaid principal of this Note.
Reference is made to the further provisions of this Note set forth on the
reverse hereof, which shall have the same effect as though fully set forth on
the face of this Note.

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

                                       2

<PAGE>


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

Date: March 28, 2002          GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.



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


<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


                                      By:
                                         ------------------------------------
                                                Authorized Signatory


<PAGE>


                           {REVERSE OF CLASS A-3 NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-3 Receivable-Backed Notes (the "Class A-3 Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class A-3 Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class A-3 Notes will be payable on the earlier of the
Class A-3 Maturity Date and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-3 Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing unless the
Required Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definitive Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five (5) Business Days of such Payment Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new Class A-3
Notes of authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer, of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

                                       2

<PAGE>

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

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

         The Notes are issuable only in registered form in denominations as
provided in the Indenture, subject to certain limitations therein set forth.
This Note and the Indenture shall be construed in accordance with the laws of
the State of New York, and the obligations, rights and remedies of the parties
hereunder and thereunder shall be determined in accordance with such laws.

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

                                       3

<PAGE>


                                    EXHIBIT E


                             FORM OF CLASS A-4 NOTE

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

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                    5.100% CLASS A-4 RECEIVABLE-BACKED NOTES

REGISTERED        $37,529,084

No. R-1
CUSIP No. 39153QAE5

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $37,529,084 payable on
the earlier of November 15, 2006 (the "Class A-4 Maturity Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to
on the reverse hereof. No payments of principal of the Class A-4 Notes shall be
made until the principal on the Class A-3 Notes has been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from the
Closing Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       2

<PAGE>


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

Date: March 28, 2002         GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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


<PAGE>



                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


                                      By:
                                           -----------------------------------
                                                  Authorized Signatory


<PAGE>


                           {REVERSE OF CLASS A-4 NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class A-4 Receivable-Backed Notes (the "Class A-4 Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class A-4 Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class A-4 Notes will be payable on the earlier of the
Class A-4 Maturity Date and the Redemption Date, if any, pursuant to Section
10.01 of the Indenture. Notwithstanding the foregoing, the entire unpaid
principal amount of the Class A-4 Notes shall be due and payable on the date on
which an Event of Default shall have occurred and be continuing unless the
Required Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definitive Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment; provided that, if Definitive Notes are
issued pursuant to Section 2.11 of the Indenture, payments may be made by check.
Any reduction in the principal amount of this Note (or any one or more
Predecessor Notes) affected by any payments made on any Payment Date shall be
binding upon all future Holders of this Note and of any Note issued upon the
registration of transfer hereof or in exchange hereof or in lieu hereof, whether
or not noted hereon. If funds are expected to be available, as provided in the
Indenture, for payment in full of the then remaining unpaid principal amount of
this Note on a Payment Date, then the Indenture Trustee, in the name of and on
behalf of the Issuer, will notify the Person who was the Registered Holder
hereof as of the Record Date preceding such Payment Date by notice mailed within
five (5) Business Days of such Payment Date and the amount then due and payable
shall be payable only upon presentation and surrender of this Note at the

<PAGE>

Indenture Trustee's principal Corporate Trust Office or at the office of the
Indenture Trustee's agent appointed for such purposes located in the City of New
York, New York.

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new Class A-4
Notes of authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer, of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

                                       2

<PAGE>

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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

                                       3

<PAGE>


                                    EXHIBIT F


                              FORM OF CLASS B NOTE

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

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                     4.600% CLASS B RECEIVABLE-BACKED NOTES

REGISTERED        $10,722,596

No. R-1
CUSIP No. 39153QAF2

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $10,722,596 payable on
the earlier of June 15, 2007 (the "Class B Maturity Date") and the Redemption
Date, if any, pursuant to Section 10.01 of the Indenture referred to on the
reverse hereof. After the occurrence of an Event of Default, no payments of
principal of the Class B Notes shall be made until the principal on the Class A
Notes has been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations

<PAGE>

contained in the Indenture. Interest on this Note will accrue for each Payment
Date from the most recent Payment Date on which interest has been paid to but
excluding such Payment Date or, if no interest has yet been paid, from the
Closing Date. Interest will be computed on the basis of a 360-day year of twelve
30-day months. Such principal of and interest on this Note shall be paid in the
manner specified on the reverse hereof.

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

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

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

                                       2

<PAGE>


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

Date: March 28, 2002         GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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


<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

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


                                      By:
                                         -----------------------------------
                                                 Authorized Signatory


<PAGE>


                            {REVERSE OF CLASS B NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class B Receivable-Backed Notes (the "Class B Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class B Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class B Notes will be payable on the earlier of the
Class B Maturity Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class B Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing unless the Required
Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definition Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five (5) Business Days of such Payment Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new Class B
Notes of authorized denomination and in the same aggregate principal amount will
be issued to the designated transferee or transferees. No service charge will be
charged for any registration of transfer or exchange of this Note, but the
transferor may be required to pay a sum sufficient to cover any tax or other
governmental charge that may be imposed in connection with any such registration
of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer, of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

         Prior to the due presentment for registration of transfer of this Note,
the Issuer and the Indenture Trustee and any agent of the Issuer and the
Indenture Trustee may treat the Person in

                                       2

<PAGE>

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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

                                       3

<PAGE>


                                    EXHIBIT G


                              FORM OF CLASS C NOTE

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

         THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT THIS
SECURITY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY TO THE
ISSUER OR PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A (a "QIB") PURCHASING FOR ITS OWN ACCOUNT, IN ACCORDANCE WITH RULE
144A, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THIS SECURITY WILL NOT BE
ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
SATISFACTORY TO THE TRUSTEE THAT THE RESTRICTIONS ON TRANSFER HAVE BEEN COMPLIED
WITH.

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

<PAGE>

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                     4.910% CLASS C RECEIVABLE-BACKED NOTES

REGISTERED        $10,850,245

No. R-1
CUSIP No. 39153QAG0

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $10,850,245 payable on
the earlier of July 15, 2007 (the "Class C Maturity Date") and the Redemption
Date, if any, pursuant to Section 10.01 of the Indenture referred to on the
reverse hereof. After the occurrence of an Event of Default, no payments of
principal of the Class C Notes shall be made until the principal on the Class A
Notes and Class B Notes have been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in the
Indenture. Interest on this Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from the Closing Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

                                       2

<PAGE>


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

Date: March 28, 2002             GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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


<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


                                     By:
                                        --------------------------------------
                                               Authorized Signatory


<PAGE>


                            {REVERSE OF CLASS C NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class C Receivable-Backed Notes (the "Class C Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class C Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class C Notes will be payable on the earlier of the
Class C Maturity Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class C Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing unless the Required
Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definition Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five (5) Business Days of such Payment Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new program, and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Class C Notes of authorized denomination and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

                                       2

<PAGE>

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

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

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

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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

                                       3

<PAGE>


                                    EXHIBIT H


                              FORM OF CLASS D NOTE

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

         THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED UNDER THE
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), OR ANY STATE
SECURITIES LAW. THE HOLDER HEREOF, BY PURCHASING THIS SECURITY, AGREES THAT THIS
SECURITY MAY BE REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS AND ONLY TO THE
ISSUER OR PURSUANT TO RULE 144A UNDER THE SECURITIES ACT TO A PERSON THAT THE
HOLDER REASONABLY BELIEVES IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING
OF RULE 144A (a "QIB") PURCHASING FOR ITS OWN ACCOUNT, IN ACCORDANCE WITH RULE
144A, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER, RESALE, PLEDGE OR OTHER
TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A. THIS SECURITY WILL NOT BE
ACCEPTED FOR REGISTRATION OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE
SATISFACTORY TO THE TRUSTEE THAT THE RESTRICTIONS ON TRANSFER HAVE BEEN COMPLIED
WITH.

         THIS SECURITY IS NOT A SAVINGS ACCOUNT OR DEPOSIT AND IT IS NOT INSURED
BY THE UNITED STATES OR ANY AGENCY OR FUND OF THE UNITED STATES.

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

<PAGE>

                 GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.

                     5.550% CLASS D RECEIVABLE-BACKED NOTES

REGISTERED        $13,658,544

No. R-1
CUSIP No. 39153QAH8

         GreatAmerica Leasing Receivables 2002-1, L.L.C., a limited liability
company organized and existing under the laws of the State of Delaware (herein
referred to as the "Issuer"), for value received, hereby promises to pay to Cede
& Co., or its registered assigns, the principal sum of $13,658,544 payable on
the earlier of December 15, 2008 (the "Class D Maturity Date") and the
Redemption Date, if any, pursuant to Section 10.01 of the Indenture referred to
on the reverse hereof. After the occurrence of an Event of Default, no payments
of principal of the Class D Notes shall be made until the principal on the Class
A Notes, Class B Notes and the Class C Notes have been paid in full.

         The Issuer will pay interest on this Note at the rate per annum shown
above on each Payment Date until the principal of this Note is paid or made
available for payment, on the principal amount of this Note outstanding on the
preceding Payment Date (after giving effect to all payments of principal made on
the preceding Payment Date), subject to certain limitations contained in the
Indenture. Interest on this Note will accrue for each Payment Date from the most
recent Payment Date on which interest has been paid to but excluding such
Payment Date or, if no interest has yet been paid, from the Closing Date.
Interest will be computed on the basis of a 360-day year of twelve 30-day
months. Such principal of and interest on this Note shall be paid in the manner
specified on the reverse hereof.

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

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

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

                                       2

<PAGE>


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

Date: March 28, 2002             GREATAMERICA LEASING RECEIVABLES 2002-1, L.L.C.


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


<PAGE>


                INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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


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


                                      By:
                                         --------------------------------------
                                                Authorized Signatory


<PAGE>


                            {REVERSE OF CLASS D NOTE}

         This Note is one of a duly authorized issue of Notes of the Issuer,
designated as its Class D Receivable-Backed Notes (the "Class D Notes"), all
issued under an Indenture, dated as of March 1, 2002 (the "Indenture"), among
the Issuer and JPMorgan Chase Bank, as Indenture Trustee (the "Indenture
Trustee"), to which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights and obligations
thereunder of the Issuer, the Indenture Trustee and the Holders of the Notes.
The Notes are subject to all terms of the Indenture. All terms used in this Note
that are defined in the Indenture, as supplemented or amended, shall have the
meanings assigned to them in or pursuant to the Indenture, as so supplemented or
amended.

         The Class D Notes and the other Classes of Notes described in the
Indenture (collectively, the "Notes") are and will be equally and ratably
secured by the Collateral pledged as security therefor as provided in the
Indenture subject to the priorities of allocations as to interest and principal
payments as described therein and in the Transfer and Servicing Agreement.

         Principal of the Class D Notes will be payable on the earlier of the
Class D Maturity Date and the Redemption Date, if any, pursuant to Section 10.01
of the Indenture. Notwithstanding the foregoing, the entire unpaid principal
amount of the Class D Notes shall be due and payable on the date on which an
Event of Default shall have occurred and be continuing unless the Required
Holders waive such Event of Default.

         Payments of interest on this Note due and payable on each Payment Date
shall be made by check mailed to the Person whose name appears as the Registered
Holder of this Note (or one or more Predecessor Notes) on the Note Register as
of the close of business on each Record Date, except that with respect to Notes
registered on the Record Date in the name of nominee of the Clearing Agency
(initially, such nominee to be Cede & Co.), payments will be made by wire
transfer in immediately available funds to the account designated by such
nominee; provided that, if Definition Notes are issued pursuant to Section 2.11
of the Indenture, payments may be made by check. Such checks shall be mailed to
the Person entitled thereto at the address of such Person as it appears on the
Note Register as of the applicable Record Date without requiring that this Note
be submitted for notation of payment. Any reduction in the principal amount of
this Note (or any one or more Predecessor Notes) affected by any payments made
on any Payment Date shall be binding upon all future Holders of this Note and of
any Note issued upon the registration of transfer hereof or in exchange hereof
or in lieu hereof, whether or not noted hereon. If funds are expected to be
available, as provided in the Indenture, for payment in full of the then
remaining unpaid principal amount of this Note on a Payment Date, then the
Indenture Trustee, in the name of and on behalf of the Issuer, will notify the
Person who was the Registered Holder hereof as of the Record Date preceding such
Payment Date by notice mailed within five (5) Business Days of such Payment Date
and the amount then due and payable shall be payable only upon presentation and
surrender of this Note at the Indenture Trustee's principal Corporate Trust
Office or at the office of the Indenture Trustee's agent appointed for such
purposes located in the City of New York, New York.

<PAGE>

         As provided in the Indenture, the Notes may be redeemed pursuant to
Section 10.01 of the Indenture, in whole, but not in part, at the option of the
Issuer, on any Payment Date on or after the date on which the Pool Balance of
all Contracts then in the Contracts Pool is less than 15% of the Original Pool
Balance.

         As provided in the Indenture and subject to certain limitations set
forth therein, the transfer of this Note may be registered on the Note Register
upon surrender of this Note for registration of transfer at the office or agency
designated by the Issuer pursuant to the Indenture, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Indenture Trustee duly executed by, the Holder hereof or his attorney duly
authorized in writing, with such signature guaranteed by an eligible guarantor
institution which is a participant in the Securities Transfer Agent's Medallion
Program (STAMP) or similar signature guarantee program, and such other documents
as the Indenture Trustee may require, and thereupon one or more new program, and
such other documents as the Indenture Trustee may require, and thereupon one or
more new Class D Notes of authorized denomination and in the same aggregate
principal amount will be issued to the designated transferee or transferees. No
service charge will be charged for any registration of transfer or exchange of
this Note, but the transferor may be required to pay a sum sufficient to cover
any tax or other governmental charge that may be imposed in connection with any
such registration of transfer or exchange.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that no recourse may be taken, directly or
indirectly, with respect to the obligations of the Issuer or the Indenture
Trustee on the Notes or under the Indenture or any certificate or other writing
delivered in connection therewith, against (i) the Indenture Trustee in their
individual capacities, (ii) any owner of a beneficial interest in the Issuer or
(iii) any partner, owner, beneficiary, agent, officer, director or employee of
the Indenture Trustee in their individual capacities, any holder of a beneficial
interest in the Issuer or the Indenture Trustee or of any successor or assign of
the Indenture Trustee in their individual capacities, except as any such Person
may have expressly agreed and except that any such partner, owner or beneficiary
shall be fully liable, to the extent provided by applicable law, for any unpaid
consideration for stock, unpaid capital contribution or failure to pay any
installment or call owing to such entity.

         Each Noteholder, by acceptance of a Note or a beneficial interest in a
Note, covenants and agrees that by accepting the benefits of the Indenture and
such Note that such Noteholder will not at any time institute against the
Issuer, or join in any institution against the Issuer of any bankruptcy,
reorganization, arrangement, insolvency or liquidation proceedings under any
United States federal or state bankruptcy or similar law in connection with any
obligations relating to the Notes, the Indenture or the Transaction Documents.

         By its acceptance of a Class D Note, each Holder of any such Class D
Note will be deemed to have represented and agreed that no transfer of such
Class D Note shall be made (i) that would result in there being more than one
hundred (100) owners of the Units and any Class D Notes or (ii) to any
beneficial owner of an interest in a partnership, grantor trust or S corporation
(herein referred to as a "Flow-through entity") which Flow-through entity owns,
directly or indirectly through other Flow-through entities, any Units or the
Class D Notes if

<PAGE>

fifteen percent (15%) or more of such beneficial owner's interest in the
Flow-through entity is attributable to the Flow-through entity's interest
(direct or indirect) in the Units or the Class D Notes.

         By its acceptance of a Class D Note, each Holder of any such Class D
Note will be deemed to have acknowledged that the Issuer shall not participate
in the (i) creation of an interdealer quotation system or a secondary market or
the substantial equivalent thereof (a "Market") for the Units or the Class D
Notes, or (ii) inclusion of Units or the Class D Notes on a Market. If a Market
develops without the participation by the Issuer, the Issuer will not recognize
any transfers made on the Market by (i) redeeming the transferor Member or owner
of a Class D Note (in the case of a redemption or repurchase by the Issuer) or
(ii) admitting the transferee as a partner or otherwise recognizing any rights
of the transferee, such as a right of the transferee to receive distributions
(directly or indirectly) or to acquire an interest in the capital or profits of
the Issuer (except as otherwise expressly provided in the Class D Notes).

         The Issuer has entered into the Indenture, and this Note is issued with
the intention that, for federal, state and local income, single business and
franchise tax purposes, the Notes will qualify as indebtedness which is solely
secured by the Collateral. Each Noteholder, by acceptance of a Note or of a
beneficial interest in a Note, agrees to treat the Notes for federal, state and
local income, single business and franchise tax purposes as indebtedness.

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

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

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

<PAGE>

         This Note and the Indenture shall be construed in accordance with the
laws of the State of New York, and the obligations, rights and remedies of the
parties hereunder and thereunder shall be determined in accordance with such
laws.

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


<PAGE>


                                    EXHIBIT I


                             FORM OF NOTE ASSIGNMENT

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

PLEASE INSERT SOCIAL SECURITY OR
OTHER IDENTIFYING NUMBER OF ASSIGNEE


-------------------------------------------------------------------------------
(Please print or type name and address, including postal zip code, of assignee)


-------------------------------------------------------------------------------
the within Note, and all rights thereunder, hereby irrevocably constituting
and appointing


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

Dated:_____________

Signature Guaranteed:

Signature must be guaranteed by an eligible
guarantor institution which is a participant in the
Securities Transfer Agent's Medallion Program
(STAMP) or similar signature guarantee program.

----------------------------------------
          (Authorized Officer)

----------------------------------------
Notice: The signature(s) on this assignment must
correspond with the name(s) as it appears on the
face of the within Note in every particular, without
alteration or enlargement or any change whatsoever.


<PAGE>


                                    EXHIBIT J


                        FORM OF NOTE DEPOSITORY AGREEMENT


                            [STANDARD DTC AGREEMENT]



<PAGE>


                                    EXHIBIT K


                             FORM OF INVESTOR LETTER


GreatAmerica Leasing Receivables 2002-1, L.L.C.
625 First Street SE, Suite 601
Cedar Rapids, Iowa  52401

JPMorgan Chase Bank,
as Indenture Trustee
450West 33rd Street
New York, New York  10001

                                     [date]

         Re:      GreatAmerica Leasing Receivables 2002-1, L.L.C.
                  Receivable Backed Notes, Series 2002-1
                  [Class C / Class D]

Ladies and Gentlemen:

         This letter (the "Investment Letter") is delivered by the undersigned
(the "Purchaser") pursuant to the Indenture dated as of March 1, 2002 (the
"Indenture") among GreatAmerica Leasing Receivables 2002-1, L.L.C. and JPMorgan
Chase Bank, as Indenture Trustee. The Purchaser is delivering this letter in
connection with the transfer to it of a Receivable Backed Note, Series 2002-1
[Class C Note / Class D Note]. Capitalized terms used herein without definition
shall have the meanings provided in the Indenture.

         The Purchaser hereby represents, warrants and covenants with the Issuer
and the Indenture Trustee as follows:

         (i)      It understands that the [Class C / Class D] Notes may be
                  resold only to QIBs pursuant to Rule 144A and that [Class C /
                  Class D] Notes will be available only as beneficial interests
                  in the Rule 144A Global Note.

         (ii)     It understands that the [Class C / Class D] Notes have not
                  been and will not be registered under the Securities Act or
                  any state or other applicable securities law and that the
                  [Class C / Class D] Notes, or any interest or participation
                  therein, may not be offered, sold, pledged or otherwise
                  transferred unless registered pursuant to, or exempt from
                  registration under, the Securities Act and any other
                  applicable securities law.

         (iii)    It acknowledges that none of the Initial Investors has made
                  any representation to it with respect to the offering or sale
                  of any [Class C / Class D] Notes, other than

<PAGE>

                  the information contained in the Private Placement
                  Memorandum and the Exhibit thereto which has been delivered
                  to it and upon which it is relying in making its investment
                  decision with respect to the [Class C / Class D] Notes. It
                  has had access to such financial and other information
                  concerning the [Class C / Class D] Notes as it has deemed
                  necessary in connection with its decision to purchase the
                  [Class C / Class D] Notes.

         (iv)     It acknowledges that the [Class C / Class D] Notes bear the
                  following legend:

                           THIS SECURITY HAS NOT BEEN AND WILL NOT BE REGISTERED
                  UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES
                  ACT"), OR ANY STATE SECURITIES LAW. THE HOLDER HEREOF, BY
                  PURCHASING THIS SECURITY, AGREES THAT THIS SECURITY MAY BE
                  REOFFERED, RESOLD, PLEDGED OR OTHERWISE TRANSFERRED ONLY IN
                  COMPLIANCE WITH THE SECURITIES ACT AND OTHER APPLICABLE LAWS
                  AND ONLY TO THE ISSUER OR PURSUANT TO RULE 144A UNDER THE
                  SECURITIES ACT TO A PERSON THAT THE HOLDER REASONABLY BELIEVES
                  IS A QUALIFIED INSTITUTIONAL BUYER WITHIN THE MEANING OF RULE
                  144A (a "QIB") PURCHASING FOR ITS OWN ACCOUNT, IN ACCORDANCE
                  WITH RULE 144A, WHOM THE HOLDER HAS INFORMED THAT THE REOFFER,
                  RESALE, PLEDGE OR OTHER TRANSFER IS BEING MADE IN RELIANCE ON
                  RULE 144A. THIS SECURITY WILL NOT BE ACCEPTED FOR REGISTRATION
                  OF TRANSFER EXCEPT UPON PRESENTATION OF EVIDENCE SATISFACTORY
                  TO THE TRUSTEE THAT THE RESTRICTIONS ON TRANSFER HAVE BEEN
                  COMPLIED WITH.

         (v)      If it is acquiring any [Class C / Class D] Note, or any
                  interest or participation therein, as a fiduciary or agent for
                  one or more investor accounts, it represents that it has sole
                  investment discretion with respect to such account and that it
                  has full power to make the acknowledgments, representations
                  and agreements contained herein on behalf of each such
                  account.

         (vi)     It (1) is a QIB, (2) is aware that the sale to it is being
                  made in reliance on Rule 144A and if it is acquiring such
                  [Class C / Class D] Notes or any interest or participation
                  therein for the account of another QIB, such other QIB is
                  aware that the sale is being made in reliance on Rule 144A and
                  (3) is acquiring such [Class C / Class D] Notes or any
                  interest or participation therein for its own account or for
                  the account of a QIB.

         (vii)    It is purchasing the [Class C / Class D] Notes for its own
                  account, or for one or more investor accounts for which it is
                  acting as fiduciary or agent, in each case for investment, and
                  not with a view to, or for offer or sale in connection with,
                  any distribution thereof in violation of the Securities Act,
                  subject to any requirements

<PAGE>

                  of law that the disposition of its property or the property
                  of such investor account or accounts be at all times within
                  its or their control and subject to its or their ability to
                  resell such [Class C / Class D] Notes, or any interest or
                  participation therein, as described herein and as provided
                  in the Indenture.

         (viii)   It agrees that if in the future it should offer, sell or
                  otherwise transfer such [Class C / Class D] Note or any
                  interest or participation therein, it will do so only (A) to
                  the Issuer, or (B) pursuant to Rule 144A to a person whom it
                  reasonably believes is a QIB in a transaction meeting the
                  requirements of Rule 144A, purchasing for its own account or
                  for the account of a QIB, whom it has informed that such
                  offer, sale or other transfer is being made in reliance on
                  Rule 144A.

         (ix)     It acknowledges that the [Class C / Class D] Notes will be
                  represented by a Rule 144A Global Note and that transfers
                  thereof or any interest or participation therein are
                  restricted.

         (x)      It acknowledges that the Issuer, the Originator, the Initial
                  Investors and others will rely on the truth and accuracy of
                  the foregoing acknowledgments, representations and agreements,
                  and agrees that if any of the foregoing acknowledgments,
                  representations and agreements deemed to have been made by it
                  are no longer accurate, it shall promptly notify the Issuer ,
                  the Originator and the Initial Investors.

                  The Purchaser further represents, warrants and covenants that
                  the [Class C / Class D] Notes or any interest therein may be
                  transferred to any Person unless such Person has executed and
                  delivered the Investor Letter to the Indenture Trustee.


                                       Very truly yours,


                                       -------------------------------
                                       (type name of Purchaser above)


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


<PAGE>


                                    EXHIBIT L