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                                                      EXHIBIT 10.63

                TRUCK ENGINE RECEIVABLES MASTER TRUST

                  Trade Receivables Backed Notes

                              INDENTURE

                    Dated as of November 21, 2000

                        The Bank of New York

                          Indenture Trustee

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                         TABLE OF CONTENTS
                                                               Page

ARTICLE IDEFINITIONS AND INCORPORATION BY REFERENCE...............2
      SECTION 1.1    Definitions..................................2

ARTICLE IITHE NOTES...............................................2
      SECTION 2.1    Issuance of Notes; Execution, Authentication
                     and Delivery ..............................  2
      SECTION 2.2    Form of Notes and Indenture Trustee's
                     Certificate of Authentication................4
      SECTION 2.3    Temporary Notes..............................5
      SECTION 2.4    Registration; Registration of Transfer and
                     Exchange of Notes............................6
      SECTION 2.5    Mutilated, Destroyed, Lost or Stolen Notes...7
      SECTION 2.6    Persons Deemed Noteholders...................8
      SECTION 2.7    Payment of Principal and Interest............8
      SECTION 2.8    Cancellation of Notes........................9
      SECTION 2.9    Release of Collateral.......................10
      SECTION 2.10   Book-Entry Notes............................10
      SECTION 2.11   Notices to Clearing Agency..................11
      SECTION 2.12   Definitive Notes............................11
      SECTION 2.13   Seller as Noteholder........................11
      SECTION 2.14   Tax Treatment...............................12
      SECTION 2.15   Special Terms Applicable to Subsequent
                     Transfers of Certain Notes..................12
      SECTION 2.16   CUSIP Numbers...............................13

ARTICLE IIICOVENANTS.............................................13
      SECTION 3.1    Payment of Principal and Interest...........13
      SECTION 3.2    Maintenance of Agency Office................13
      SECTION 3.3    Money for Payments To Be Held in Trust......14
      SECTION 3.4    Existence...................................15
      SECTION 3.5    Protection of Collateral; Acknowledgment of
                     Pledge .....................................16
      SECTION 3.6    Opinions as to Collateral...................16
      SECTION 3.7    Performance of Obligations; Servicing of
                     Receivables ................................17
      SECTION 3.8    Negative Covenants..........................18
      SECTION 3.9    Annual Statement as to Compliance...........18
      SECTION 3.10   Consolidation, Merger, etc., of Issuer;
                     Disposition of Collateral...................19
      SECTION 3.11   Successor or Transferee.....................21
      SECTION 3.12   No Other Business...........................21
      SECTION 3.13   No Borrowing................................21
      SECTION 3.14   Guarantees, Loans, Advances and Other
                     Liabilities ................................21
      SECTION 3.15   Servicer's Obligations......................22
      SECTION 3.16   Capital Expenditures........................22
      SECTION 3.17   Removal of Administrator....................22
      SECTION 3.18   Restricted Payments.........................22
      SECTION 3.19   Notice of Events of Default.................23
      SECTION 3.20   Further Instruments and Acts................23
      SECTION 3.21   Indenture Trustee's Assignment of Interests
                     in Certain Receivables......................23
      SECTION 3.22   Representations and Warranties by the Issuer
                     to the Indenture Trustee....................23

ARTICLE IVSATISFACTION AND DISCHARGE.............................24
      SECTION 4.1    Satisfaction and Discharge of Indenture.....24
      SECTION 4.2    Application of Trust Money..................25
      SECTION 4.3    Repayment of Monies Held by Paying Agent....25
      SECTION 4.4    Duration of Position of Indenture Trustee...25

ARTICLE VDEFAULT AND REMEDIES....................................26
      SECTION 5.1    Events of Default...........................26
      SECTION 5.2    Acceleration of Maturity; Rescission and
                     Annulment ..................................27
      SECTION 5.3    Collection of Indebtedness and Suits for
                     Enforcement by Indenture Trustee............28
      SECTION 5.4    Remedies; Priorities........................30
      SECTION 5.5    Optional Preservation of the Collateral.....31
      SECTION 5.6    Limitation of Suits.........................31
      SECTION 5.7    Unconditional Rights of Noteholders To
                     Receive Principal and Interest..............32
      SECTION 5.8    Restoration of Rights and Remedies..........32
      SECTION 5.9    Rights and Remedies Cumulative..............33
      SECTION 5.10   Delay or Omission Not a Waiver..............33
      SECTION 5.11   Control by Noteholders......................33
      SECTION 5.12   Waiver of Past Defaults.....................34
      SECTION 5.13   Undertaking for Costs.......................34
      SECTION 5.14   Waiver of Stay or Extension Laws............35
      SECTION 5.15   Action on Notes.............................35
      SECTION 5.16   Performance and Enforcement of Certain
                     Obligations ................................35
      SECTION 5.17   Early Amortization Events...................36
      SECTION 5.18   Investment Event............................37

ARTICLE VITHE INDENTURE TRUSTEE..................................37
      SECTION 6.1    Duties of Indenture Trustee.................37
      SECTION 6.2    Rights of Indenture Trustee.................38
      SECTION 6.3    Indenture Trustee May Own Notes.............40
      SECTION 6.4    Indenture Trustee's Disclaimer..............40
      SECTION 6.5    Notice of Defaults..........................40
      SECTION 6.6    Reports by Indenture Trustee to Holders.....40
      SECTION 6.7    Compensation; Indemnity.....................40
      SECTION 6.8    Replacement of Indenture Trustee............41
      SECTION 6.9    Merger or Consolidation of Indenture Trustee42
      SECTION 6.10   Appointment of Co-Indenture Trustee or
                     Separate Indenture Trustee..................43
      SECTION 6.11   Eligibility; Disqualification...............44
      SECTION 6.12   Preferential Collection of Claims Against
                     Issuer .....................................44
      SECTION 6.13   Representations and Warranties of Indenture
                     Trustee ....................................44
      SECTION 6.14   Indenture Trustee May Enforce Claims Without
                     Possession of Notes......... ...............45
      SECTION 6.15   Suit for Enforcement........................45
      SECTION 6.16   Rights of Noteholders to Direct Indenture
                     Trustee ....................................46

ARTICLE VIINOTEHOLDERS' LISTS AND REPORTS........................46
      SECTION 7.1    Issuer To Furnish Indenture Trustee Names and
                     Addresses of Noteholders....................46
      SECTION 7.2    Preservation of Information, Communications
                     to Noteholders .............................46
      SECTION 7.3    Issuer Fiscal Year..........................47
      SECTION 7.4    Reports by Indenture Trustee................47

ARTICLE VIIIACCOUNTS, DISBURSEMENTS AND RELEASES.................47
      SECTION 8.1    Collection of Money.........................47
      SECTION 8.2    Trust Accounts and Group Accounts;
                     Allocations; Payments.......................47
      SECTION 8.3    General Provisions Regarding Trust Accounts
                     and Group Accounts..........................50
      SECTION 8.4    Release of Collateral.......................50
      SECTION 8.5    Opinion of Counsel..........................51
      SECTION 8.6    Effect of Group I Final Allocation Date.....51

ARTICLE IXSUPPLEMENTAL INDENTURES................................52
      SECTION 9.1    Supplemental Indentures Without Consent of
                     Noteholders ................................52
      SECTION 9.2    Supplemental Indentures With Consent of
                     Noteholders ................................53
      SECTION 9.3    Execution of Supplemental Indentures........55
      SECTION 9.4    Effect of Supplemental Indenture............55
      SECTION 9.5    Conformity with Trust Indenture Act.........55
      SECTION 9.6    Reference in Notes to Supplemental Indentures55

ARTICLE XREDEMPTION OF NOTES.....................................56
      SECTION 10.1   Redemption..................................56
      SECTION 10.2   Form of Redemption Notice...................56
      SECTION 10.3   Notes Payable on Redemption Date............57

ARTICLE XIMISCELLANEOUS..........................................57
      SECTION 11.1   Compliance Certificates and Opinions, etc...57
      SECTION 11.2   Form of Documents Delivered to Indenture
                     Trustee ....................................59
      SECTION 11.3   Acts of Noteholders.........................60
      SECTION 11.4   Notices, etc., to Indenture Trustee, Issuer
                     and Rating Agencies.........................61
      SECTION 11.5   Notices to Noteholders; Waiver..............61
      SECTION 11.6   Alternate Payment and Notice Provisions.....62
      SECTION 11.7   Effect of Headings and Table of Contents....62
      SECTION 11.8   Successors and Assigns......................62
      SECTION 11.9   Separability................................62
      SECTION 11.10  Benefits of Indenture.......................63
      SECTION 11.11  Legal Holidays..............................63
      SECTION 11.12  GOVERNING LAW...............................63
      SECTION 11.13  Counterparts................................63
      SECTION 11.14  Recording of Indenture......................63
      SECTION 11.15  No Recourse.................................64
      SECTION 11.16  No Petition.................................65
      SECTION 11.17  Inspection..................................65
      SECTION 11.18  No Substantive Review of Compliance Documents65
      SECTION 11.19  Amendment of Basic Documents................65

                               -ii-

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      Schedule 1     Collection Accounts

           INDENTURE,  dated as of November 21, 2000, between TRUCK
ENGINE  RECEIVABLES  MASTER TRUST,  a Delaware  business trust (the
"Issuer"  or the  "Trust"),  and The Bank of New  York,  a New York
banking  corporation,  as indenture  trustee (as indenture  trustee
and not in its individual capacity, the "Indenture Trustee").

           Each  party  agrees to  follow  for the  benefit  of the
other  party  and  for  the  equal  and  ratable   benefit  of  the
Noteholders:

                           GRANTING CLAUSE

           The  Issuer  hereby  grants  a  security   interest  in,
transfers,  assigns  and  conveys to the  Indenture  Trustee on the
Closing  Date, as trustee for the benefit of the  Noteholders,  all
of the  Issuer's  right,  title and  interest  in, to and under (a)
all Receivables,  all Related  Security with respect  thereto,  all
monies due or to become due thereon and all amounts  received  with
respect thereto and all proceeds thereof  (including  "proceeds" as
defined  in the  UCC)  and  Recoveries;  (b)  the  Trust  Sale  and
Servicing  Agreement  (including the rights of the Seller under the
Receivables  Purchase  Agreement assigned to the Issuer pursuant to
the Trust Sale and  Servicing  Agreement  and  including the rights
of Navistar  Financial  under the Engine  Accounts  Sale  Agreement
assigned  to  the  Seller  pursuant  to  the  Receivables  Purchase
Agreement);  (c) all  Collections;  (d) all funds on deposit in the
Trust  Accounts,  the Group  Accounts,  the Lockbox Account and the
Series   Accounts;   and   (e) any   proceeds   of  the   foregoing
(collectively, the "Collateral").

           The  foregoing  grant  is made in trust  to  secure  the
payment of  principal  of and  interest  on, and any other  amounts
owing in  respect  of,  the  Notes,  equally  and  ratably  without
prejudice,  priority or distinction  (except as otherwise  provided
in any  Series  Supplement  or  supplement  hereto),  and to secure
compliance with the provisions of this  Indenture,  all as provided
in  this   Indenture.   This   Indenture   constitutes  a  security
agreement under the UCC.

           The  foregoing  grant  includes  all rights,  powers and
options (but none of the  obligations,  if any) of the Issuer under
any agreement or instrument  included in the Collateral,  including
the immediate and continuing right to claim for,  collect,  receive
and give receipt for  principal  and  interest  payments in respect
of  the  Receivables  included  in the  Collateral  and  all  other
monies payable under the  Collateral,  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  Issuer  or  otherwise  and  generally  to do  and  receive
anything  that the  Issuer is or may be  entitled  to do or receive
under or with respect to the Collateral.

           The  Indenture  Trustee,  as  trustee  on  behalf of the
Noteholders,  acknowledges  such grant and accepts the trusts under
this   Indenture  in  accordance   with  the   provisions  of  this
Indenture.

ARTICLE 1
             DEFINITIONS AND INCORPORATION BY REFERENCE

SECTION 1.1     Definitions.   Capitalized   terms   used  and  not
defined  in this  Indenture  shall  have  the  respective  meanings
assigned  them  in  Part I of  Appendix  A to the  Trust  Sale  and
Servicing  Agreement  dated as of  November  21,  2000 (the "Trust
Sale   and   Servicing   Agreement")   among   Navistar   Financial
Corporation,  the Seller,  and the Trust. All references  herein to
"this  Indenture"  are to  this  Indenture  as it  may be  amended,
supplemented  or  modified  from time to time,  and all  references
herein to  Articles,  Sections,  subsections  and  exhibits  are to
Articles,  Sections,  subsections  and  exhibits of this  Indenture
unless  otherwise  specified.  All terms defined in this  Indenture
shall  have the  defined  meanings  when  used in any  certificate,
notice,  Note or other document made or delivered  pursuant  hereto
unless  otherwise  defined  therein.  The rules of construction set
forth in Part II  of  Appendix A  to the Trust  Sale and  Servicing
Agreement shall be applicable to this Indenture.

ARTICLE 2
                              THE NOTES

SECTION 2.1     Issuance of Notes;  Execution,  Authentication and
                Delivery.

(1)   Notes may be  issued by the  Issuer  upon  execution  of this
Indenture  and  from  time to time  thereafter,  in each  case,  in
accordance   with  the  terms  and  conditions   authorized  by  or
pursuant  to a Series  Supplement.  The  Notes may be issued in one
or more  Series and one or more  Groups.  The  aggregate  principal
amount of the Notes of all  Series  that may be  authenticated  and
delivered and outstanding under this Indenture is not limited.

(2)   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 office  prior to the  authentication  and  delivery of
such Notes or did not hold such office at the date of such Notes.

(3)   Prior to or  concurrently  with the  delivery  of any Note to
the  Indenture  Trustee  for  authentication,  the  parties  hereto
shall  execute and deliver a Series  Supplement  which will specify
the  principal  terms of such new Series.  The terms of such Series
Supplement may modify or amend the terms of this  Indenture  solely
as applied to such new Series of Notes.

(1)   The Series  Supplement  shall set forth,  in  addition to all
      other requirements of such certificate:

     (1)   the name or designation of the particular Series including
           CUSIP Numbers (which shall  distinguish such Series from
           all other Series);

     (2)   the initial aggregate principal amount of the Series (or
           method for  calculating  its initial  principal  amount)
           which may be  authenticated  and  delivered  under  this
           Indenture (except for Notes  authenticated and delivered
           upon  registration  and transfer of, or in exchange for,
           or in lieu of,  other Notes of such  Series  pursuant to
           this Indenture);

     (3)   the method  for allocating principal and interest to the
           Noteholders;

     (4)   the rate or rates (or the method for determining the rate)
           at which the Notes of such Series  shall bear  interest,
           if any, or the initial  interest rate and the method for
           determining subsequent interest rates;

     (5)   the terms on which the Notes may be exchanged for Notes of
           another  Series,  be  subject  to  repurchase,  optional
           redemption  or mandatory  redemption by the Seller or be
           remarketed by any remarketing agent;

     (6)   the date on which the Notes will begin their accumulation
           period,  amortization  period  or other  period in which
           the Issuer will pay principal on the Notes;

     (7)   the percentage used to calculate monthly Servicing Fees;

     (8)   the  level of  subordination (if  any) provided  by  the
           Certificates;

     (9)   the Stated Final Maturity Date for that Series;

     (10)  whether that Series is part of Group I (and if not,  the
           group designation for such Series); and

     (11)  any other terms permitted by this Indenture.

(2)   The obligation of the Indenture  Trustee to authenticate  the
      Notes of such new  Series  and to  execute  and  deliver  the
      related Series  Supplement is subject to (x)  satisfaction of
      the Rating Agency  Condition  with respect to the issuance of
      such  new  series  and  (y)  the  delivery  to the  Indenture
      Trustee of the following:

     (1)   on or before the tenth Business Day immediately preceding
           the Series  Issuance  Date,  the Seller shall have given
           each Rating  Agency notice of such  issuance,  and on or
           before  the fifth  Business  Day  immediately  preceding
           the Series  Issuance  Date,  the Seller shall have given
           the Indenture Trustee,  the Owner Trustee,  the Servicer
           and each Rating Agency  written  notice of such issuance
           and the Series Issuance Date;

     (2)   a Series Supplement executed  by each party hereto other
           than the Indenture Trustee;

     (3)   an Opinion of Counsel to the effect that, for federal income
           tax  purposes,  (i) the  issuance  of the Notes will not
           adversely  affect the  characterization  of the Notes of
           any  outstanding  Series or class of Notes, as debt, nor
           will  the  issuance   cause  a  taxable  event  for  any
           Noteholder,   (ii) the  new  Series  of  Notes  will  be
           characterized  as debt and  (iii) the  Trust will not be
           an association or publicly  traded  partnership  taxable
           as a corporation; and

     (4)   written confirmation from the applicable Rating Agencies
           that the  issuance  will not result in a  qualification,
           reduction   or   withdrawal   of  the   rating   of  any
           outstanding series or class of Notes.

(4)   Prior to or concurrently  with each new issuance,  the Seller
shall have  represented  and warranted that the issuance shall not,
in  the   reasonable   belief  of  the   Seller,   cause  an  Early
Amortization  Event to occur  for any  outstanding  Series or class
of Notes.

(5)   Upon  execution  and  delivery  of a  Series  Supplement  and
Opinion  of  Counsel  to  the  Indenture  Trustee,   the  Indenture
Trustee  shall  thereupon  authenticate  and  deliver  the  related
Notes to or upon the  written  order of the  Issuer,  signed by any
Authorized Officer.

SECTION 2.2     Form of Notes and Indenture Trustee's  Certificate
of Authentication.

(1)   The Notes  shall be in the forms  provided  from time to time
by or  pursuant  to a  Series  Supplement  in  accordance  with the
terms of this  Indenture  and may have  such  letters,  numbers  or
other marks of  identification  or designation  and such legends or
endorsements  printed,  lithographed  or  engraved  thereon  as the
Issuer may deem  appropriate and as are not  inconsistent  with the
provisions  of this  Indenture,  or as may be  required  to  comply
with any law or with any rule or regulation  made pursuant  thereto
or with any rule or regulation  of any stock  exchange on which the
Notes may be listed or to  conform  to usage.  Any  portion  of the
text of any Note may be set forth on the reverse  thereof,  with an
appropriate  reference  thereto  on  the  face  of  the  Note.  The
Definitive  Notes shall be  typewritten,  printed,  lithographed or
engraved or produced by any  combination  of these methods (with or
without  steel  engraved   borders),   all  as  determined  by  the
Authorized  Officer  executing  such Notes,  as  evidenced  by such
officer's execution of such Notes.

(2)   The Indenture Trustee's  certificate of authentication  shall
be substantially in the following form:

          INDENTURE TRUSTEE'S CERTIFICATE OF AUTHENTICATION

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

                           The  Bank  of New  York,  not
                           in  its  individual  capacity
                           but   solely   as   Indenture
                           Trustee

                           By: ___________________________________
                           Name:
                           Title:

                           Dated:   ______________________________

(3)   Each  Note  shall  be dated  the date of its  authentication.
Unless otherwise  provided in the related Series  Supplement,  each
Note  shall  be  issuable  as a  registered  Note  in  the  minimum
denomination  of $250,000  and in integral  multiples  of $1,000 in
excess thereof.

SECTION 2.3     Temporary Notes.

(1)   Pending the  preparation of Definitive  Notes,  if any, to be
issued in exchange  for  Book-Entry  Notes the Issuer may  execute,
and upon receipt of an Issuer  Order the  Indenture  Trustee  shall
authenticate  and deliver,  such Temporary Notes which are printed,
lithographed,  typewritten,  mimeographed or otherwise produced, of
the  tenor  of the  Definitive  Notes  in lieu of  which  they  are
issued and with such  variations as are  consistent  with the terms
of  this  Indenture  as  the  officers  executing  such  Notes  may
determine, as evidenced by their execution of such Notes.

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

SECTION 2.4     Registration;   Registration   of  Transfer   and
Exchange of Notes.

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

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

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

(4)   At the option of the  Noteholder,  Notes may be exchanged for
other  Notes  of the  same  Series  and  class  in  any  authorized
denominations,   of  a  like  aggregate   principal  amount,   upon
surrender  of such Notes to be  exchanged  at the  Corporate  Trust
Office  of the  Indenture  Trustee  or  the  Agency  Office  of the
Issuer (and  following  the  delivery,  in the former case, of such
Notes to the Issuer by the  Indenture  Trustee),  the Issuer  shall
execute,  and the  Indenture  Trustee  shall  authenticate  and the
Noteholder  shall  obtain from the  Indenture  Trustee,  such Notes
which the Noteholder making the exchange is entitled to receive.

(5)   All  Notes  issued  upon  any  registration  of  transfer  or
exchange  of other  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.

(6)   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  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
of New York or the city in which  the  Corporate  Trust  Office  of
the  Indenture  Trustee  is  located,  or  by a  member  firm  of a
national  securities  exchange,  and such  other  documents  as the
Indenture Trustee may require.

(7)   No  service  charge  shall  be  made  to  a  Holder  for  any
registration  of transfer  or exchange of Notes,  but the Issuer or
Indenture  Trustee  may  require  payment  of a sum  sufficient  to
cover any tax or other  governmental  charge that may be imposed in
connection  with  any  registration  of  transfer  or  exchange  of
Notes,  other than  exchanges  pursuant to Sections  2.3 or 9.6 not
involving any transfer.

(8)   The    preceding    provisions    of   this    Section    2.4
notwithstanding,  the Issuer  shall not be  required to transfer or
make   exchanges,   and  the  Note   Registrar  need  not  register
transfers or  exchanges,  (i) of Notes that have been  selected for
redemption  pursuant  to  Article X, if  applicable;  (ii) of Notes
that are due for  repayment  within  15 days of  submission  to the
Corporate  Trust Office or the Agency Office;  or (iii) if Section
2.15 has not been complied with in connection with such transfer.

(9)   Neither the Indenture  Trustee nor the Note  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 Depository.

SECTION 2.5     Mutilated, Destroyed, Lost or Stolen Notes.

(1)   If (i) any  mutilated  Note is  surrendered  to the Indenture
Trustee,   or  the  Indenture  Trustee  receives  evidence  to  its
satisfaction  of the  destruction,  loss or theft of any Note,  and
(ii) there is delivered to the  Indenture  Trustee such security or
indemnity  as may be  required  by it to hold  the  Issuer  and the
Indenture Trustee  harmless,  then, in the absence of notice to the
Issuer,  the Note  Registrar  or the  Indenture  Trustee  that such
Note has been acquired by a bona fide  purchaser,  the Issuer shall
execute  and  upon  the  Issuer's  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  a  like  Series  and  class  and  aggregate
principal amount;  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 make  payment to the Holder of such  destroyed,  lost or
stolen  Note when so due or  payable or upon the  Redemption  Date,
if applicable, without surrender thereof.

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

(3)   In  connection  with the  issuance  of any  replacement  Note
under this  Section 2.5,  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  all  fees  and  expenses  of  the  Indenture   Trustee)
connected therewith.

(4)   Any  duplicate  Note issued  pursuant to this  Section 2.5 in
replacement  for any  mutilated,  destroyed,  lost or  stolen  Note
shall constitute an original additional  contractual  obligation of
the  Issuer,  whether  or not  the  mutilated,  destroyed,  lost or
stolen  Note  shall  be found  at any  time or be  enforced  by any
Person,  and  shall  be  entitled  to  all  the  benefits  of  this
Indenture  equally  and  proportionately  with  any and  all  other
Notes duly issued hereunder.

(5)   The  provisions  of this Section 2.5 are  exclusive and shall
preclude  (to the extent  lawful)  all other  rights  and  remedies
with  respect  to  the   replacement   or  payment  of   mutilated,
destroyed, lost or stolen Notes.

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

SECTION 2.7     Payment of Principal and Interest.

(1)   Interest on each Series of Notes shall  accrue and be payable
as   provided  in  the   applicable   Series   Supplement.   Unless
otherwise  provided  in  the  applicable  Series  Supplement,   any
installment  of  interest  payable on any Note shall be  punctually
paid or duly  provided  for with funds set aside in the  Collection
Account  on or before the  applicable  Payment  Date,  and shall be
paid  to the  Person  in  whose  name  such  Note  (or  one or more
Predecessor  Notes) is  registered on the  applicable  Record Date,
by check  mailed  first-class,  postage  prepaid  to such  Person's
address as it appears on the Note  Register  on such  Record  Date;
provided,   however,   that,  with  respect  to  Book-Entry   Notes
registered  on the  applicable  Record Date in the name of the Note
Depository  for  which   Definitive  Notes  have  not  been  issued
pursuant to Section  2.12,  payment  shall be made by wire transfer
in immediately  available  funds to the account  designated by such
Holder.

(2)   The  principal  of each  Series of Notes  shall be payable as
provided  in  the  applicable  Series  Supplement.   All  principal
payments  on each  Series  of  Notes  shall be made pro rata to the
Noteholders  of  such  Series  entitled  thereto  unless  otherwise
provided  in  the  related  Series  Supplement.   Unless  otherwise
provided in the applicable  Series  Supplement,  any installment of
principal  payable  on any Note  shall be  punctually  paid or duly
provided  for by a deposit  by or at the  direction  of the  Issuer
into the  applicable  Principal  Funding  Account on the applicable
Payment  Date and shall be paid to the  Person  in whose  name such
Note  (or one or  more  Predecessor  Notes)  is  registered  on the
applicable  Record  Date,  by  check  mailed  first-class,  postage
prepaid  to  such  Person's  address  as it  appears  on  the  Note
Register  on  such  Record  Date;  provided,  however,  that,  with
respect to  Book-Entry  Notes  registered on the Record Date in the
name of the Note  Depository  for which  Definitive  Notes have not
been issued  pursuant  to Section  2.12,  payment  shall be made by
wire  transfer  in  immediately  available  funds  to  the  account
designated  by such  Holder,  except for the final  installment  of
principal  on any  such  Note  and  the  Redemption  Price  for any
Notes,  if so  called,  which,  in each  case,  shall be payable as
provided  herein.  The  funds  represented  by any such  checks  in
respect of  interest or  principal  returned  undelivered  shall be
held in accordance with Section 3.3.

(3)   With   respect  to  any  Payment  Date  on  which  the  final
installment  of  principal  and interest on a Series of Notes is to
be paid,  the  Indenture  Trustee  shall notify each  Noteholder of
such  Series of Notes as of the Record Date for such  Payment  Date
of  the  fact  that  the  final  installment  of  principal  of and
interest  on such  Note is to be paid on such  Payment  Date.  With
respect to  Book-Entry  Notes for which  Definitive  Notes have not
been  issued,  such notice  shall be sent on the Business Day prior
to such Payment Date by  facsimile,  and with respect to Definitive
Notes,  such notice shall be sent not later than six Business  Days
after such Record Date in  accordance  with Section  11.5(a),  and,
in each case,  shall specify that such final  installment  shall be
payable  only  upon  presentation  and  surrender  of such Note and
shall  specify  the  place  where  such Note may be  presented  and
surrendered  for  payment  of  such   installment.   The  Indenture
Trustee  shall not be liable for any  failure to provide  notice to
the  Noteholders  as required  pursuant to this  Section  2.7(c) to
the  extent  it has not  received  notice  of such  expected  final
Payment  Date from the  Issuer not later  than five  Business  Days
after the Record Date.  Notices in connection  with  redemptions of
Notes shall be mailed to Noteholders as provided in Section 10.2.

SECTION 2.8     Cancellation  of Notes.  All Notes  surrendered for
payment,  redemption,  exchange or  registration of transfer shall,
if surrendered to any Person other than the Indenture  Trustee,  be
delivered to the Indenture  Trustee and shall be promptly  canceled
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  canceled  by the  Indenture  Trustee.  No Notes
shall be  authenticated  in lieu of or in  exchange  for any  Notes
canceled as  provided  in this  Section  2.8,  except as  expressly
permitted  by this  Indenture.  All  canceled  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
returned  to it;  provided,  however,  that  such  Issuer  Order is
timely and the Notes have not been  previously  disposed  of by the
Indenture Trustee.

SECTION 2.9     Release  of  Collateral.   The  Indenture   Trustee
shall  release  property  from  the lien of this  Indenture,  other
than as permitted by Sections  3.21,  8.2, 8.4 and 11.1,  only upon
receipt  of  an  Issuer   Request   accompanied   by  an  Officers'
Certificate and an Opinion of Counsel.

SECTION 2.10    Book-Entry  Notes.  Unless  otherwise  provided  in
the  applicable  Series  Supplement,  each  Series of  Notes,  upon
original  issuance,  shall be issued  in the form of a  typewritten
Note or Notes  representing  the Book-Entry  Notes, to be delivered
to The Depository  Trust Company,  the initial  Clearing  Agency by
or on  behalf  of the  Issuer  and  such  Note or  Notes  shall  be
registered   on  the  Note   Register  in  the  name  of  the  Note
Depository  (initially,  Cede & Co.).  No Note Owner shall  receive
a Definitive Note  representing  such Note Owner's interest in such
Note,  except  as  provided  in  Section  2.12.  Unless  and  until
Definitive  Notes with  respect  to such Notes have been  issued to
such Note Owners  pursuant to Section  2.12,  with  respect to such
Notes:

(1)   the  provisions  of this  Section 2.10 shall be in full force
and effect;

(2)   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  such  Notes  and  the  giving  of   instructions   or
directions  hereunder)  as the sole  Noteholder  and shall  have no
obligation to such Note Owners;

(3)   to the  extent  that  the  provisions  of this  Section  2.10
conflict  with  any  other   provisions  of  this  Indenture,   the
provisions of this Section 2.10 shall control;

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

(5)   whenever  this  Indenture  requires or permits  actions to be
taken based upon  instructions  or  directions  of Holders of Notes
evidencing  a specified  percentage  of the  Outstanding  Amount of
the Notes,  the Clearing  Agency shall be deemed to represent  such
percentage  only to the  extent  that it has (i)  received  written
instructions  to such  effect  from  Note  Owners  and/or  Clearing
Agency  Participants  owning or  representing,  respectively,  such
required  percentage  of the  beneficial  interest in the Notes and
(ii) has delivered such instructions to the Indenture Trustee.

SECTION 2.11    Notices to  Clearing  Agency.  With  respect to any
Notes  issued  as  Book-Entry  Notes,  whenever  a notice  or other
communication   to  the   Noteholders   is   required   under  this
Indenture,  unless and until  Definitive  Notes  representing  such
Notes shall have been issued to the  related  Note Owners  pursuant
to  Section  2.12,  the  Indenture  Trustee  shall  give  all  such
notices  and  communications  specified  herein  to be given to the
related  Noteholders  to the  Clearing  Agency  and  shall  have no
obligation to such Note Owners.

SECTION 2.12    Definitive  Notes.  If  for  any  Notes  issued  as
Book-Entry  Notes  (i) the   Administrator  advises  the  Indenture
Trustee in writing  that the Clearing  Agency is no longer  willing
or able to properly  discharge  its  responsibilities  with respect
to such  Notes and the  Issuer  is  unable  to  locate a  qualified
successor;  (ii) the  Administrator,  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  or a  Servicing  Default,  Note
Owners  representing  beneficial  interests  aggregating at least a
majority  of the  Outstanding  Amount  of  such  Notes  advise  the
Clearing  Agency in writing that the  continuation  of a book-entry
system  through  the  Clearing  Agency  is no  longer  in the  best
interests  of such Note  Owners,  then the  Clearing  Agency  shall
notify  all Note  Owners  and the  Indenture  Trustee in writing of
the  occurrence  of any  such  event  and of  the  availability  of
Definitive  Notes to such Note  Owners  requesting  the same.  Upon
surrender  to the  Indenture  Trustee  of the  typewritten  Note or
Notes  representing  such Book-Entry  Notes by the Clearing Agency,
accompanied  by   registration   instructions,   the  Issuer  shall
execute and the Indenture  Trustee shall  authenticate  the related
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
fully  protected  in  relying  on,  such  instructions.   Upon  the
issuance of such  Definitive  Notes,  the  Indenture  Trustee shall
recognize  the  Holders of such  Definitive  Notes as  Noteholders.
The Indenture  Trustee shall not be liable if the  Administrator is
unable to locate a  qualified  successor  Depository  (or  Clearing
Agency).

SECTION 2.13    Seller   as   Noteholder.   The   Seller   in   its
individual  or any other  capacity  may become the owner or pledgee
of Notes of any  Series and may  otherwise  deal with the Issuer or
its  affiliates  with the same  rights it would have if it were not
the  Seller;  provided,  however,  that  the  Seller  shall  not be
deemed to be a Noteholder for purposes of  determining  whether the
Holders  of the  requisite  Outstanding  Amount of the  Notes  have
given  any  request,  demand,  authorization,   direction,  notice,
consent or waiver hereunder or under any Basic Documents.

SECTION 2.14    Tax  Treatment.  The Issuer,  by entering into this
Indenture,  and the Noteholders  and the Note Owners,  by acquiring
any Note or interest  therein,  (i) express  their  intention  that
the  Notes  qualify  under   applicable  tax  law  as  indebtedness
secured by the Collateral  and  (ii) unless  otherwise  required by
appropriate  taxing  authorities,  agree  to  treat  the  Notes  as
indebtedness  secured by the  Collateral for the purpose of federal
income,   state  and  local  income  and   franchise   taxes,   any
applicable  single  business tax, and any other taxes imposed upon,
measured by or based upon gross or net income.

SECTION 1.1

SECTION 2.15    Special Terms  Applicable to Subsequent  Transfers
of Certain Notes.

(1)   The Notes of a Series may not have been registered  under the
Securities   Act,   or   the   securities   laws   of   any   other
jurisdiction.   Consequently,   such  Notes  (the   "Unregistered
Notes") are not  transferable  other than  pursuant to an exemption
from  the  registration  requirements  of the  Securities  Act  and
satisfaction  of certain other  provisions  specified  herein or in
the related Series  Supplement.  Unless  otherwise  provided in the
related  Series  Supplement,  no sale,  pledge or other transfer of
any  Unregistered   Note  (or  interest  therein)  after  the  date
thereof  may be made by any  Person  unless  either  (i) such sale,
pledge or other  transfer is made to a  "qualified  institutional
buyer" (as  defined  under Rule 144A under the  Securities  Act) or
to an institutional  investor that is an "accredited  investor" (as
described in Rule  501(a)(1),  (2), (3) or (7) under the Securities
Act) and, if so requested by the Issuer or the  Indenture  Trustee,
such proposed  transferee  executes and delivers a  certificate  in
form and substance  satisfactory  to the Indenture  Trustee and the
Issuer,  (ii) such sale,  pledge or other  transfer  occurs outside
of the United  States to a non-United  States  Person in accordance
with  Regulation S of the Securities  Act, (iii) such sale,  pledge
or other  transfer is otherwise  made in a transaction  exempt from
the  registration  requirements  of the  Securities  Act,  in which
case   (A)  the   prospective   transferor   and  the   prospective
transferee  shall certify to the  Indenture  Trustee and the Issuer
in   writing   the   facts   surrounding   such   transfer,   which
certification  shall be in form and substance  satisfactory  to the
Indenture  Trustee and the Issuer,  and (B) the  Indenture  Trustee
shall be provided  with a written  opinion of counsel  (which shall
not be at the expense of the Issuer,  the  Servicer,  the Seller or
the  Indenture  Trustee) to the effect that such  transfer will not
violate  the  Securities  Act  or  (iv)  such  sale  satisfies  the
restrictions  on  transfer  set  forth  in  the  applicable  Series
Supplement.   Unless  otherwise  provided  in  the  related  Series
Supplement,  no sale,  pledge or other transfer of any Note that is
an  Unregistered  Note  (or  interest  therein)  may be made by any
Person  unless the Issuer  shall have  consented in writing to such
transfer.  Neither the Issuer nor the  Indenture  Trustee  shall be
obligated to register any  Unregistered  Notes under the Securities
Act,  qualify any  Unregistered  Notes under the securities laws of
any  state or  provide  registration  rights  to any  purchaser  or
holder thereof.

(2)   Unless otherwise  provided in the related Series  Supplement,
the  Unregistered  Notes may be acquired by or for the account of a
Benefit Plan.

(3)   Unless otherwise  provided in the related Series  Supplement,
Unregistered  Notes  shall  be  issued  in the  form of  Definitive
Notes,  shall be in fully  registered form and Sections 2.10, 2.11
and 2.12 of this Indenture shall not apply thereto.

(4)   Each  Unregistered  Note shall bear legends to the effect set
forth in subsection (a) above.

SECTION 2.16    CUSIP Numbers.

           The Issuer in issuing the Notes may use "CUSIP"  numbers
(if then  generally  in use),  and,  if so, the  Indenture  Trustee
shall  use  "CUSIP"   numbers  in  notices  of   redemption   as  a
convenience  to  Noteholders;  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 a  redemption  and that  reliance  may be placed only
on the other  identification  numbers printed on the Notes, and any
such  redemption  shall  not  be  affected  by  any  defect  in  or
omission  of such  numbers.  The Issuer  will  promptly  notify the
Indenture Trustee of any change in the "CUSIP" numbers.

ARTICLE 3
                              COVENANTS

SECTION 3.1     Payment  of  Principal  and  Interest.  The  Issuer
shall duly and  punctually  pay the  principal  of and  interest on
the  Notes  in  accordance  with  the  terms  of  the  Notes,  this
Indenture  and the  related  Series  Supplement.  On  each  date on
which any payments are to be made,  the Issuer shall cause  amounts
on  deposit  in the  Carrying  Cost  Account,  the  Negative  Carry
Account,   the  Equalization  Account  and  any  Principal  Funding
Account to be paid to the  Noteholders  to the extent  provided  by
and in accordance  with the terms of the Notes,  this Indenture and
the related  Series  Supplement,  less  amounts  properly  withheld
under the Code by any Person  from a payment to any  Noteholder  of
interest  and/or  principal.  Any  amounts  so  withheld  shall  be
considered  as having  been paid by the  Issuer to such  Noteholder
for all purposes of this Indenture.

SECTION 3.2     Maintenance  of  Agency  Office.  As long as any of
the Notes  remains  outstanding,  the Issuer shall  maintain in the
Borough  of  Manhattan,  the  City  of New  York,  an  office  (the
"Agency  Office"),  being an office or  agency  where  Notes may be
surrendered  to  the  Issuer  for   registration   of  transfer  or
exchange,  and where  notices  and demands to or upon the Issuer in
respect  of  the  Notes  and  this  Indenture  may be  served.  The
Issuer hereby  initially  appoints the  Indenture  Trustee to serve
as its agent  for the  foregoing  purposes,  which  address  is The
Bank of New York,  101 Barclay  Street,  Floor 12-E,  New York, New
York  10286.  If the  Indenture  Trustee  is  not  the  agent,  the
Issuer shall 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 of the Indenture  Trustee,  and the Issuer  hereby  appoints
the   Indenture   Trustee  as  its  agent  to   receive   all  such
surrenders, notices and demands.

SECTION 3.3     Money for Payments To Be Held in Trust.

(1)   All  payments of amounts due and payable  with respect to any
Notes  that  are  to  be  made  from  amounts  withdrawn  from  the
Collection  Account,  the Carrying Cost Account,  the  Equalization
Account,  the Negative  Carry Account or the  applicable  Principal
Funding  Account  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,  the Carrying Cost Account,
the  Equalization  Account,  the  Negative  Carry  Account  or such
Principal  Funding  Account  for  payments  of Notes  shall be paid
over to the Issuer except as provided in this Section 3.3.

(2)   On or before  each date on which  payments  are to be made or
the Redemption  Date (if  applicable),  the Issuer shall deposit or
cause to be deposited in the applicable  Principal  Funding Account
aggregate  sums  sufficient  to  pay  the  amounts  in  respect  of
principal  then  becoming due with respect to the Notes,  such sums
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 to so act.

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

  (1) 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;

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

  (3) 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;

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

  (5) 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.

(4)   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.

(5)   Subject to applicable  laws with respect to escheat of funds,
any money held by the  Indenture  Trustee  or any  Paying  Agent in
trust for the  payment of any  amount due with  respect to any Note
and  remaining  unclaimed for one year after such amount has become
due and  payable  shall be  discharged  from such trust and be paid
by the  Indenture  Trustee to the Issuer upon  receipt of an Issuer
Request;  and the  Holder  of such  Note  shall  thereafter,  as an
unsecured  general  creditor,  look only to the Issuer for  payment
thereof  (but  only to the  extent  of the  amounts  so paid to the
Issuer),  and  all  liability  of the  Indenture  Trustee  or  such
Paying  Agent  with  respect to such trust  money  shall  thereupon
cease;  provided,  however,  that  the  Indenture  Trustee  or such
Paying Agent,  before being required to make any such payment,  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  shall  be  paid  to  the
Issuer.  The  Indenture  Trustee may also adopt and employ,  at the
expense of the Issuer,  any other  reasonable means of notification
of such  repayment  (including,  but not limited to, mailing notice
of such  repayment  to Holders  whose  Notes  have been  called but
have not  been  surrendered  for  redemption  or whose  right to or
interest   in  monies   due  and   payable   but  not   claimed  is
determinable  from the records of the  Indenture  Trustee or of any
Paying Agent, at the last address of record for each such Holder).

SECTION 3.4     Existence.  The Issuer  shall  keep in full  effect
its  existence,  rights and  franchises  as a business  trust under
the laws of the  State  of  Delaware  (unless  it  becomes,  or any
successor  Issuer  hereunder  is or  becomes,  organized  under the
laws of any other  State or of the  United  States of  America,  in
which case the  Issuer  shall  keep in full  effect its  existence,
rights and  franchises  under the laws of such other  jurisdiction)
and shall obtain and preserve its  qualification  to do business in
each  jurisdiction  in  which  such  qualification  is or  shall be
necessary  to  protect  the  validity  and  enforceability  of this
Indenture,  the Notes,  the Collateral and each other instrument or
agreement included in the Trust Assets.

SECTION 3.5     Protection of Collateral; Acknowledgment of Pledge.

      The Issuer  shall from time to time  execute  and deliver all
such  supplements  and  amendments  hereto  and all such  financing
statements,    amendments   thereto,    continuation    statements,
assignments,  certificates,  instruments  of further  assurance and
other  instruments,  and shall take such other action  necessary or
advisable to:

(1)   maintain or preserve the lien and security  interest (and the
priority  thereof) of this Indenture or carry out more  effectively
the purposes hereof,  including by making the necessary  filings of
financing  statements  or  amendments  thereto  within  ninety days
after  the  occurrence  of  any of the  following  and by  promptly
notifying  in writing the  Indenture  Trustee of any such  filings:
(A)  any  change  in the  Issuer's  name,  (B)  any  change  in the
location  of the  Issuer's  principal  place of  business,  (C) any
merger or  consolidation  or other change in the Issuer's  identity
or   organizational   structure   and  (D)  any  other   change  or
occurrence  that would make any  financing  statement  or amendment
seriously  misleading  within the  meaning of Section  9-402(7)  of
the UCC;

(2)   perfect,  publish  notice of or protect  the  validity of any
grant of a security interest made or to be made by this Indenture;

(3)   enforce  the  rights  of  the   Indenture   Trustee  and  the
Noteholders in any of the Collateral; or

(4)   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 the Issuer
hereby   designates   the   Indenture   Trustee   its   agent   and
attorney-in-fact to execute any financing  statement,  continuation
statement or other  instrument  required  pursuant to this Section
3.5.  In  addition,  the  Issuer  shall  deliver  to the  Indenture
Trustee all  documents  constituting  "instruments"  (as defined in
the UCC as in  effect  in the  applicable  jurisdiction)  as  shall
have been  delivered  to it by the Seller  pursuant to the terms of
the  Trust  Sale and  Servicing  Agreement  relating  to the  Trust
Assets with all such necessary endorsements.

SECTION 3.6     Opinions as to Collateral.

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

(2)   On or before June 30 in each calendar  year,  beginning  June
30, 2001,  the Issuer  shall  furnish to the  Indenture  Trustee an
Opinion of Counsel  either  stating  that,  in the  opinion of such
counsel,   such   action  has  been  taken  with   respect  to  the
recording,  filing,  re-recording  and refiling of this  Indenture,
any  indentures   supplemental   hereto  and  any  other  requisite
documents  and with  respect  to the  execution  and  filing of any
financing  statements and  continuation  statements as is necessary
to  maintain  the  lien  and  security  interest  created  by  this
Indenture  and  reciting the details of such action or stating that
in the  opinion of such  counsel  no such  action is  necessary  to
maintain   the  lien  and   security   interest   created  by  this
Indenture.   Such  Opinion  of  Counsel  shall  also  describe  the
recording,  filing,  re-recording  and refiling of this  Indenture,
any  indentures   supplemental   hereto  and  any  other  requisite
documents   and  the   execution   and  filing  of  any   financing
statements and  continuation  statements  that will, in the opinion
of such  counsel,  be required to  maintain  the lien and  security
interest  of  this  Indenture   until  June  30  in  the  following
calendar year.

SECTION 3.7     Performance   of   Obligations;   Servicing   of
Receivables.

(1)   The  Issuer  shall  not take any  action  and  shall  use its
reasonable  efforts  not to permit any action to be taken by others
that would  release any Person from any of such  Person's  material
covenants  or   obligations   under  any  instrument  or  agreement
included  in  the  Trust   Assets  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 otherwise  expressly  provided
in this  Indenture,  the Trust Sale and  Servicing  Agreement,  the
Receivables  Purchase  Agreement,  the Administration  Agreement or
such other instrument or agreement.

(2)   The Issuer may  contract  with other  Persons to assist it in
performing  its duties under this  Indenture,  and any  performance
of such  duties by a Person  identified  to the  Indenture  Trustee
herein or in the Basic  Documents  or an Officers'  Certificate  of
the Issuer  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  or the  Administrator.  Initially,  the
Issuer has contracted  with the Servicer and the  Administrator  to
assist the Issuer in performing its duties under this Indenture.

(3)   The Issuer  shall  punctually  perform and observe all of its
obligations and agreements  contained in this Indenture,  the Basic
Documents and in the  instruments  and  agreements  included in the
Trust  Assets,  including  but not  limited to filing or causing to
be filed all  Uniform  Commercial  Code  financing  statements  and
continuation  statements  required  to be filed  under the terms of
this  Indenture,  the Trust Sale and  Servicing  Agreement  and the
Receivables  Purchase  Agreement in accordance  with and within the
time periods provided for herein and therein.

(4)   If the Issuer  shall have  knowledge of the  occurrence  of a
Servicing  Default  under the Trust Sale and  Servicing  Agreement,
the Issuer  shall  promptly  notify the  Indenture  Trustee and the
Rating  Agencies  in  writing  thereof,  and shall  specify in such
notice the  response or action,  if any, the Issuer has taken or is
taking  with  respect  to  such  default.  If a  Servicing  Default
shall  arise from the  failure of the  Servicer  to perform  any of
its  duties  or  obligations  under the  Trust  Sale and  Servicing
Agreement or the  Receivables  Purchase  Agreement  with respect to
the  Receivables,  the Issuer and the Indenture  Trustee shall take
all reasonable  steps  available to them pursuant to the Trust Sale
and Servicing  Agreement  and the  Receivables  Purchase  Agreement
to  remedy such failure.

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

(1)   sell,  transfer,  exchange or otherwise dispose of any of the
properties  or  assets  of  the  Issuer,  except  the  Issuer  may:
(i) collect,  liquidate,  sell or otherwise  dispose of the Trust's
interest   in   Receivables   including   Defaulted    Receivables,
(ii) make  cash  payments  out of the  Trust  Accounts,  the  Group
Accounts and any Principal  Funding  Account and  (iii) take  other
actions, in each case as contemplated by the Basic Documents;

(2)   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; or

(3)   either  (i) permit  the  validity  or  effectiveness  of this
Indenture to be impaired,  or permit the lien of this  Indenture to
be amended, hypothecated,  subordinated,  terminated or discharged,
or  permit  any  Person  to  be  released  from  any  covenants  or
obligations  with respect to the Notes under this Indenture  except
as  may  be  expressly  permitted  hereby,  (ii) 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 tax liens,  mechanics'  liens and other liens
that arise by  operation  of law or as  otherwise  contemplated  by
the Basic  Documents) or  (iii) permit  the lien of this  Indenture
not to constitute a valid first priority  security  interest in the
Collateral  (other  than with  respect to any such tax,  mechanics'
or other lien).

SECTION 3.9     Annual  Statement  as  to  Compliance.  The  Issuer
shall deliver to the  Indenture  Trustee,  on or before  February 1
of  each  year,   beginning   February   1,  2002,   an   Officer's
Certificate  signed by an Authorized  Officer of the Issuer,  dated
as of October 31 of the previous year, stating that:

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

(2)   to the best of such Authorized Officer's knowledge,  based on
such review,  the Issuer has  fulfilled  in all  material  respects
all of its obligations  under this Indenture  throughout such year,
or,  if there  has been a default  in the  fulfillment  of any such
obligation,  specifying  each such default known to such Authorized
Officer  and  the  nature  and  status  thereof.  A  copy  of  such
certificate  may be  obtained  by any  Noteholder  by a request  in
writing to the Issuer  addressed to the  Corporate  Trust Office of
the Indenture Trustee.

SECTION 3.10    Consolidation,    Merger,   etc.,   of   Issuer;
Disposition of Collateral.

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

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

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

  (3) the Rating Agency  Condition  shall have been  satisfied with
      respect  to such  transaction  and such  Person for each then
      outstanding Series of Notes;

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

  (5) the Issuer shall have  delivered to the Indenture  Trustee an
      Officers'  Certificate and an Opinion of Counsel addressed to
      the Issuer, each stating:

(1)   that  such  consolidation  or  merger  and such  supplemental
           indenture comply with this Section 3.10; and

(2)   that all  conditions  precedent  herein  provided for in this
           Section  3.10  have  been  complied  with,  which  shall
           include any filing required by the Exchange Act; and

(6)   the Issuer has  received a Tax Opinion  regarding  the merger
      or consolidation.

(2)   Except as otherwise  expressly permitted by this Indenture or
the other  Basic  Documents,  the  Issuer  shall not sell,  convey,
exchange,  transfer or otherwise  dispose of any  material  portion
of the  properties  and assets  included in the  Collateral  to any
Person, unless:

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

      (1)     expressly assumes the due and punctual payment of the
                principal  of and  interest  on all  Notes  and the
                performance  or observance  of every  agreement and
                covenant  of  this  Indenture  on the  part  of the
                Issuer  to  be  performed   or  observed,   all  as
                provided herein;

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

      (3)    unless otherwise provided in such supplemental indenture,
                expressly  agrees  to  indemnify,  defend  and hold
                harmless  the  Issuer  against  and from any  loss,
                liability  or expense  arising  under or related to
                this Indenture and the Notes; and

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

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

(3)   the Rating Agency  Condition  shall have been  satisfied with
      respect  to such  transaction  and such  Person for each then
      outstanding Series of Notes;

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

(5)   the Issuer shall have  delivered to the Indenture  Trustee an
      Officers'  Certificate and an Opinion of Counsel addressed to
      the Issuer, each stating that:

(1)   such sale, conveyance,  exchange, transfer or disposition and
           such  supplemental  indenture  comply with this Section
           3.10;

(2)   such sale, conveyance,  exchange, transfer or disposition and
           such  supplemental  indenture  have no material  adverse
           tax consequence to the Issuer or to any Noteholder; and

(3)   that all  conditions  precedent  herein  provided for in this
           Section  3.10  have  been  complied  with,  which  shall
           include any filing required by the Exchange Act.

SECTION 3.11    Successor or Transferee.

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

(2)   Upon  a  conveyance   or  transfer  of  all  the  assets  and
properties of the Issuer  pursuant to Section  3.10(b),  the Issuer
shall  be  released  from  every  covenant  and  agreement  of this
Indenture  to be  observed or  performed  on the part of the Issuer
with  respect  to  the  Notes  immediately  upon  the  delivery  of
written notice to the Indenture  Trustee from the Person  acquiring
such  assets  and  properties  stating  that the Issuer is to be so
released.

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

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

SECTION 3.14    Guarantees,    Loans,    Advances    and   Other
Liabilities.  Except  as  contemplated  by  this  Indenture  or the
other  Basic  Documents,  the  Issuer  shall  not  make any loan or
advance or credit to, or guarantee  (directly or  indirectly  or by
an instrument  having the effect of assuring  another's  payment or
performance  on  any  obligation  or  capability  of  so  doing  or
otherwise),   endorse  or  otherwise  become  contingently  liable,
directly  or  indirectly,   in  connection  with  the  obligations,
stocks or dividends  of, or own,  purchase,  repurchase  or acquire
(or agree  contingently  to do so) any stock,  obligations,  assets
or  securities  of, or any other  interest  in, or make any capital
contribution to, any other Person.

SECTION 3.15    Servicer's  Obligations.  The Issuer  shall use its
best efforts to cause the  Servicer to comply with its  obligations
under  Sections  3.4,  3.5 and 3.6 of the Trust Sale and  Servicing
Agreement.

SECTION 3.16    Capital  Expenditures.  The  Issuer  shall not make
any  expenditure  (whether  by  long-term  or  operating  lease  or
otherwise)   for  capital   assets   (either   real,   personal  or
intangible  property)  other than the  purchase of the  Receivables
and other  property  and rights from the Seller on the Closing Date
and from time to time  thereafter  pursuant  to the Trust  Sale and
Servicing Agreement.

SECTION 3.17    Removal  of  Administrator.  So long  as any  Notes
are  Outstanding,  the Issuer  shall not  remove the  Administrator
without  cause unless the Rating  Agency  Condition for each Series
of Notes then  outstanding  shall have been satisfied in connection
with such removal.

SECTION 3.18    Restricted   Payments.   Except  for   payments  of
principal  or interest on or  redemption  of the Notes,  so long as
any Notes are  outstanding,  the  Issuer  shall  not,  directly  or
indirectly:

(1)   pay any dividend or make any  distribution  (by  reduction of
capital or otherwise),  whether in cash, property,  securities or a
combination  thereof,  to  the  Owner  Trustee  or any  owner  of a
beneficial  interest in the Issuer or otherwise,  in each case with
respect to any  ownership  or equity  interest or similar  security
in or of the Issuer or to the Servicer;

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

(3)   set aside or  otherwise  segregate  any  amounts for any such
purpose;

provided,  however,  that the Issuer may make, or cause to be made,
distributions to the Servicer,  the Seller,  the Indenture Trustee,
the Owner Trustee and the  Securityholders  as permitted by, and to
the extent funds are  available for such purpose  under,  the Trust
Sale and  Servicing  Agreement,  the Trust  Agreement  or the other
Basic  Documents.  The Issuer  shall not,  directly or  indirectly,
make  payments to or  distributions  from the  Collection  Account,
any Principal  Funding  Account or any other Trust Account or Group
Account except in accordance with the Basic Documents.

SECTION 3.19    Notice of Events of Default.  The Issuer  agrees to
give the Indenture  Trustee and the Rating  Agencies prompt written
notice  of  each  Event  of  Default   hereunder,   each  Servicing
Default,  any  Insolvency  Event with  respect to the Seller,  each
default  on  the  part  of the  Seller  or the  Servicer  of  their
respective   obligations   under  the  Trust  Sale  and   Servicing
Agreement,  each  default on the part of Navistar  Financial or the
Seller  of  their  respective  obligations  under  the  Receivables
Purchase  Agreement,  and each default on the part of International
or Navistar  Financial of their  respective  obligations  under the
Accounts  Sale   Agreement,   in  each  case  promptly   after  the
discovery thereof by the Issuer.

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

SECTION 3.21    Indenture  Trustee's  Assignment  of  Interests in
Certain  Receivables.  The Indenture Trustee shall assign,  without
recourse,  representation  or  warranty,  to  the  Servicer  or the
Seller,  as the case may be, all of the Indenture  Trustee's right,
title  and  interest  in  and  to any  Receivable  assigned  by the
Issuer to the Servicer or the Seller,  as  applicable,  pursuant to
the   Receivables   Purchase   Agreement  or  the  Trust  Sale  and
Servicing  Agreement  (in each case,  to the extent so assigned and
upon the  receipt of any  related  payment,  if  applicable),  such
assignment being an assignment  outright and not for security;  and
the Servicer or the Seller,  as  applicable,  shall  thereupon  own
the  interest  purchased  in such  Receivable,  free of any further
obligation to the  Indenture  Trustee or the  Securityholders  with
respect  thereto.  If in any enforcement  suit or legal  proceeding
it is held that the Servicer  may not enforce a  Receivable  on the
ground  that  it is  not a  real  party  in  interest  or a  holder
entitled to enforce such Receivable,  the Indenture  Trustee or the
Issuer shall,  at the  Servicer's  expense,  take such steps as the
Servicer  deems  necessary  to enforce  the  Receivable,  including
bringing  suit in the  Indenture  Trustee's  name on  behalf of the
Noteholders,  the  names  of the  Noteholders  or the  name  of the
Issuer.

SECTION 3.22    Representations  and  Warranties  by the Issuer to
the Indenture  Trustee.  The Issuer hereby  represents and warrants
to the Indenture Trustee as follows:

(1)   Good Title.  No interest  in any  Receivable  conveyed to the
Issuer  has been  sold,  transferred,  assigned  or  pledged by the
Issuer  to  any   Person   other   than  the   Indenture   Trustee;
immediately  prior to the conveyance of such  Receivables  pursuant
to this  Indenture,  the  Issuer  had  good  and  marketable  title
thereto, free of any Lien; and

(2)   All   Filings   Made.   All   filings   (including,   without
limitation,  Uniform  Commercial  Code  filings)  necessary  in any
jurisdiction  to give the Indenture  Trustee,  upon the acquisition
by  the  Issuer  of  any  Eligible  Receivable,  a  first  priority
perfected  security interest in such Eligible  Receivable have been
made.

ARTICLE 4
                     SATISFACTION AND DISCHARGE

SECTION 4.1     Satisfaction  and  Discharge  of  Indenture.   This
Indenture  shall cease to be of further  effect with respect to the
Notes  except as to:  (i) rights  of  registration  of transfer and
exchange;   (ii) substitution  of  mutilated,  destroyed,  lost  or
stolen Notes;  (iii) rights  of Noteholders to receive  payments of
principal  thereof and interest  thereon;  (iv)  Sections 3.3, 3.4,
3.5,  3.8,  3.10,  3.12,  3.13,  3.19  and  3.21;  (v) the  rights,
obligations  and  immunities  of the  Indenture  Trustee  hereunder
(including  the rights of the  Indenture  Trustee under Section 6.7
and the  obligations  of the Indenture  Trustee under Sections 4.2
and 4.4);  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 demand of and at the expense of the Issuer,
shall execute proper  instruments  acknowledging  satisfaction  and
discharge of this Indenture with respect to the Notes, if:

(1)   either:

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

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

(1)   have become due and payable,

(2)   will be due and  payable  on their  respective  stated  final
           maturity dates within one year, or

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

      and the Issuer, in the case of (A), (B) or (C) of subsection
      4.1(a)(ii)  above, has irrevocably  deposited or caused to be
      irrevocably  deposited  with the  Indenture  Trustee  cash or
      direct  obligations  of  or  obligations  guaranteed  by  the
      United  States of America  (which  will  mature  prior to the
      date such amounts are  payable),  in trust for such  purpose,
      in an  amount  sufficient  to pay and  discharge  the  entire
      unpaid  principal  and  accrued  interest  on such  Notes not
      theretofore   delivered   to  the   Indenture   Trustee   for
      cancellation when due;

(2)   the  Issuer  has paid or caused to be paid or  performed  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; and

(3)   the  Issuer  has  delivered  to  the  Indenture   Trustee  an
Officer's  Certificate  of the Issuer  and an  Opinion of  Counsel,
each meeting the  applicable  requirements  of Section  11.1(a) and
each  stating that all  conditions  precedent  herein  provided for
relating to the  satisfaction  and discharge of this Indenture have
been complied with.

SECTION 4.2     Application  of Trust Money.  All monies  deposited
with the  Indenture  Trustee  pursuant to Section 4.1 shall be held
in trust and applied by it, in  accordance  with the  provisions of
the Notes and this Indenture and the  applicable  provisions of the
Trust  Sale  and  Servicing  Agreement,   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  monies  have been  deposited
with the  Indenture  Trustee,  of all sums  due and to  become  due
thereon for  principal  and  interest;  but such monies need not be
segregated  from other funds except to the extent  required  herein
or in the Trust Sale and Servicing Agreement or by applicable law.

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

SECTION 4.4     Duration   of  Position   of   Indenture   Trustee.
Notwithstanding  the earlier  payment in full of all  principal and
interest  due to all  Noteholders  under  the terms of the Notes of
each  Series  and  the  cancellation  of  such  Notes  pursuant  to
Section 3.1, the  Indenture  Trustee  shall  continue to act in the
capacity  as  Indenture  Trustee  hereunder  to the  benefit of the
Certificateholders  and the Indenture  Trustee,  for the benefit of
the  Certificateholders,  shall comply with its  obligations  under
Sections  6.1(a),  8.2  and 8.3 of the  Trust  Sale  and  Servicing
Agreement,  as  appropriate,  until such time as all  distributions
due to the  Certificateholders  have been  paid in full;  provided,
however  that  this  Section  4.4  shall  not  apply so long as the
Seller (or an affiliate) is the only Certificateholder.

ARTICLE 5
                        DEFAULT AND REMEDIES

SECTION 5.1     Events  of  Default.   For  the  purposes  of  this
Indenture,  "Event of Default" wherever used herein,  means any one
of  the  following  events  occurring  in  relation  to a  specific
Series:

(1)   failure  to pay any  interest  on any Note of such  Series as
and when the same becomes due and payable,  and such failure  shall
continue unremedied for a period of five Business Days; or

(2)   except as set forth in  Section  5.1(c),  failure  to pay any
installment  of the  principal  of any Note of such  Series  as and
when the same becomes due and payable,  and such failure  continues
unremedied  for a period of five  Business  Days after  there shall
have been given,  by registered or certified  mail,  written notice
thereof  to  the  Servicer  by  the  Indenture  Trustee  or to  the
Servicer  and the  Indenture  Trustee  by the  Holders  of not less
than  25% of the  aggregate  outstanding  principal  amount  of the
Notes of such  Series,  a written  notice  specifying  such default
and  demanding  that it be remedied and stating that such notice is
a "Notice of Default" hereunder; or

(3)   failure  to  pay  in  full  the  unpaid   principal   balance
attributable  to such  Series  of Notes  on or prior to the  Stated
Final Maturity Date for such Series or class; or

(4)   default in the  observance  or  performance  in any  material
respect of any  covenant  or  agreement  of the Issuer made in this
Indenture  (other  than a covenant or  agreement,  a default in the
observance  or  performance  of which is  specifically  dealt  with
elsewhere  in  this  Section  5.1)  which  failure  materially  and
adversely  affects the rights of the  Noteholders  of such  Series,
and such  default  shall  continue  or not be cured for a period of
60  days  after  there  shall  have  been  given,   by  registered,
certified  or  overnight  mail or by hand  delivery,  to the Issuer
and the Seller (or the Servicer,  as  applicable)  by the Indenture
Trustee  or to the  Issuer  and the  Seller  (or the  Servicer,  as
applicable)  and the  Indenture  Trustee by the Holders of not less
than  25% of the  aggregate  outstanding  principal  amount  of the
Notes of such  Series,  a written  notice  specifying  such default
and  requiring  it to be remedied and stating that such notice is a
"Notice of Default" hereunder; or

(5)   the  filing  of  an  order  for  relief  by  a  court  having
jurisdiction  in the  premises  in  respect  of the  Issuer  or any
substantial  part of the  Collateral in an  involuntary  case under
the   Bankruptcy   Code,   and  such  order  shall  have  continued
undischarged  or  unstayed  for a period of 90 days;  or the filing
of a  decree  or  order  by a  court  having  jurisdiction  in  the
premises   approving   as   properly   filed  a  petition   seeking
reorganization,  arrangement,  adjustment  or  composition  of  the
Issuer  under any other  Insolvency  Law,  and such decree or order
shall have  continued  undischarged  or unstayed for a period of 90
days;  or the  filing  of a  decree  or  order  of a  court  having
jurisdiction  in the premises  appointing  a receiver,  liquidator,
assignee,  custodian,  trustee, sequestrator or similar official of
the  Issuer  or for  any  substantial  part of the  Collateral,  or
ordering the  winding-up or  liquidation  of the Issuer's  affairs,
and such  decree or order  shall have  continued  undischarged  and
unstayed for a period of 90 consecutive days; or

(6)   the  commencement by the Issuer of a voluntary case under the
Bankruptcy  Code;  or the filing of a petition or answer or consent
by the Issuer seeking  reorganization,  arrangement,  adjustment or
composition  under any other  Insolvency  Law,  or  consent  to the
filing of any such petition,  answer or consent;  or the consent by
the Issuer to the  appointment or taking  possession by a receiver,
liquidator,  assignee,  custodian, trustee, sequestrator or similar
official  of  the  Issuer  or  for  any  substantial  part  of  the
Collateral,  or the making by the Issuer of an  assignment  for the
benefit  of   creditors,   or  the  admission  in  writing  of  its
inability to pay its debts generally as such debts become due; or

(7)   any other event designated as such in a Series Supplement.

The Issuer  shall  deliver to the  Indenture  Trustee  within  five
Business Days after  learning of the  occurrence  thereof,  written
notice  in the form of an  Officer's  Certificate  of any  Event of
Default  under  Section  5.1(d),  its  status  and what  action the
Issuer is taking or proposes to take with respect thereto.

SECTION 5.2     Acceleration of Maturity; Rescission and Annulment.

(1)   If an Event of  Default  with  respect to any Series of Notes
should  occur  and be  continuing,  then  and in every  such  case,
unless  the  principal  amount  of the Notes of such  Series  shall
have already become due and payable,  either the Indenture  Trustee
or the Holders of Notes of such Series  representing  not less than
a  majority  of the  principal  amount of that  Series of Notes may
declare  the  principal  of those Notes to be  immediately  due and
payable,  by a  notice  in  writing  to  the  Issuer  (and  to  the
Indenture  Trustee  if given  by the  Noteholders  of such  Series)
setting  forth the Event or  Events of  Default,  and upon any such
declaration  the unpaid  principal  amount of such Notes,  together
with  accrued  and  unpaid  interest  thereon  through  the date of
acceleration,  shall  become  immediately  due  and  payable.  Such
declaration  will constitute an Early  Amortization  Event for that
Series and may be rescinded as set forth in Section 5.2(b).

(2)   At  any  time  after  such  declaration  of  acceleration  of
maturity  has  been  made and  before  a  judgment  or  decree  for
payment  of the  money  due  has  been  obtained  by the  Indenture
Trustee as  hereinafter  provided in this Article V, the Holders of
Notes  representing  a  majority  of the  principal  amount  of the
Notes,  by written notice to the Issuer and the Indenture  Trustee,
may  rescind  and  annul  such  declaration  and its  consequences;
provided,  however,  that no such  rescission  and annulment  shall
extend to or affect any  subsequent  Event of Default or impair any
right  consequent  thereto;  and  provided,  further,  that  if the
Indenture  Trustee shall have  proceeded to enforce any right under
this Indenture and such  proceedings  shall have been  discontinued
or abandoned  because of such  rescission  and annulment or for any
other  reason,  or shall  have  been  determined  adversely  to the
Indenture  Trustee,  then and in every  such  case,  the  Indenture
Trustee,  the  Issuer  and the  Noteholders,  as the  case  may be,
shall be restored to their  respective  former positions and rights
hereunder,  and all rights,  remedies  and powers of the  Indenture
Trustee,  the  Issuer  and the  Noteholders,  as the  case  may be,
shall continue as though no such proceedings had been commenced.

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

(1)   The Issuer  covenants  that if there  shall occur an Event of
Default  under  Sections  5.1(a),  (b) or (c)  that  has  not  been
waived  pursuant  to Section  5.12,  and the Notes of the  affected
Series have been  declared due and payable,  then the Issuer shall,
upon  demand  of  the  Indenture  Trustee,  pay  to  the  Indenture
Trustee,  for the ratable  benefit of the  parties to receive  such
amounts  pursuant  to the  terms  of  this  Indenture,  the  entire
amount  then  due and  payable  on the  Notes  of such  Series  for
principal  and interest,  with interest upon the overdue  principal
for each  Series of Notes,  at the rate  borne by such Notes and in
addition  thereto such  further  amount as shall be  sufficient  to
cover the costs and  expenses of  collection,  including  any fees,
the reasonable compensation,  expenses,  disbursements and advances
of the  Indenture  Trustee  and its  agents and  counsel,  with all
such  amounts  applied  as  described  in clause  FIRST of Section
5.4(b).

(2)   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,
including  the exercise of any  remedies  specified in Sections 5.3
and 5.4.

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

(4)   If  an  Event  of  Default  occurs  and  is  continuing,  the
Indenture  Trustee may, as more  particularly  provided in Section
5.4, in its  discretion,  proceed to protect and enforce its rights
and  the   rights   of  the   Noteholders,   by  such   appropriate
Proceedings  as are  necessary or as the  Indenture  Trustee  shall
deem  necessary  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
applicable law.

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

(1)   to file and prove a claim or claims  for the whole  amount of
      principal  and  interest  owing and  unpaid in respect of the
      Notes and to file such other  papers or  documents  as may be
      necessary  or  advisable  in order to have the  claims of the
      Indenture   Trustee   (including  any  claim  for  reasonable
      compensation  to the Indenture  Trustee and each  predecessor
      trustee, and their respective agents,  attorneys and counsel,
      and  for   reimbursement  of  all  expenses  and  liabilities
      incurred,  and all advances  made, by the  Indenture  Trustee
      and  each  predecessor   trustee,   except  as  a  result  of
      negligence  or bad faith) and of the  Noteholders  allowed in
      such Proceedings;

(2)   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;

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

(4)   to file such  proofs of claim and other  papers or  documents
      as may be  necessary or advisable in order to have the claims
      of the  Indenture  Trustee or the Holders of Notes allowed in
      any  judicial   proceedings   relative  to  the  Issuer,  its
      creditors  and  its  property;  and  any  trustee,  receiver,
      liquidator,  custodian or other similar  official in any such
      Proceeding is hereby  authorized by each of such  Noteholders
      to  make  payments  to the  Indenture  Trustee,  and,  if the
      Indenture  Trustee  shall  consent to the making of  payments
      directly  to  such  Noteholders,  to  pay  to  the  Indenture
      Trustee  such  amounts  as  shall  be   sufficient  to  cover
      reasonable   compensation  to  the  Indenture  Trustee,  each
      predecessor  trustee and their respective  agents,  attorneys
      and  counsel,   and  all  other   expenses  and   liabilities
      incurred,  and all advances  made, by the  Indenture  Trustee
      and  each   predecessor   trustee   except  as  a  result  of
      negligence or bad faith.

(6)   Nothing  herein  contained  shall be deemed to authorize  the
Indenture  Trustee  to  authorize  or  consent  to or  vote  for or
accept  or  adopt  on  behalf  of  any   Noteholder   any  plan  of
reorganization,  arrangement,  adjustment or composition  affecting
the Notes or the rights of any 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.

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

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

SECTION 5.4     Remedies; Priorities.

(1)   If an Event of Default  shall have occurred and be continuing
and a Series of Notes has been  accelerated  under Section  5.2(a),
the  Indenture  Trustee may (but shall not be  required  to) do one
or more of the following (subject to Section 5.5):

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

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

(3)   exercise  any  remedies of a secured  party under the UCC and
      take any other appropriate  action to protect and enforce the
      rights  and  remedies  of  the  Indenture   Trustee  and  the
      Noteholders; and

(4)   sell the  portions of the  related  Collateral  allocated  to
      that  Series,  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 or elect to have
      the Issuer maintain  possession of the Collateral,  including
      the  Receivables  included  therein,  and  continue  to apply
      Collections  on such  Receivables  as if  there  had  been no
      declaration of acceleration  (although the Early Amortization
      Period  commenced by that  declaration  shall continue unless
      the declaration is rescinded);  provided,  however,  that the
      Indenture  Trustee  may not sell or  otherwise  liquidate  an
      interest in the Collateral  following an Event of Default and
      acceleration  of the Notes,  unless (A) the Holders of all of
      the   outstanding   Notes  of  the  affected  Series  consent
      thereto,   (B) the  proceeds  of  such  sale  or  liquidation
      distributable  to  the   Securityholders  are  sufficient  to
      discharge in full the  principal of and the accrued  interest
      on the  Notes of the  affected  Series as of the date of such
      sale or  liquidation  or  (C) (i)  there has been an Event of
      Default  under  Section  5.1(a),  (b)  or  (c)  or  otherwise
      arising  from  a  failure  to  make  a  required  payment  of
      principal   on  any  Notes,   (ii)  the   Indenture   Trustee
      determines  that the Trust Assets are reasonably  unlikely to
      provide  sufficient funds for the payment of principal of and
      interest  on such Series of Notes as and when they would have
      become  due if the  Notes  had  not  been  declared  due  and
      payable and (iii) the Indenture  Trustee  obtains the consent
      of  Holders  of  a  majority  of  the  aggregate  outstanding
      principal  amount of such  Series of  Notes.  In  determining
      such  sufficiency  or  insufficiency  with respect to clauses
      (B) and (C), the Indenture  Trustee may, but need not, obtain
      and  rely  upon  an  opinion  of  an  Independent  investment
      banking or accounting  firm of national  reputation as to the
      feasibility   of  such   proposed   action   and  as  to  the
      sufficiency of the Trust Assets for such purpose.

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

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

                SECOND:  to the  Collection  Account for allocation
      and   distribution   pursuant   to  the   applicable   Series
      Supplement, with such amounts being deemed to be Collections.

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

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

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

(2)   the  Holders  of not  less  than 25% in  aggregate  principal
amount of the  outstanding  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;

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

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

(5)   no direction  inconsistent with such written request has been
given to the  Indenture  Trustee  during such 60-day  period by the
Holders of a majority of the  Outstanding  Amount of the Notes;  it
being  understood  and  intended  that  no one or more  Holders  of
Notes  shall  have any right in any manner  whatever  by virtue of,
or by  availing  of, any  provision  of this  Indenture  to affect,
disturb or  prejudice  the rights of any other  Holders of Notes or
to obtain  or to seek to obtain  priority  or  preference  over any
other  Holders  of  Notes  or  to  enforce  any  right  under  this
Indenture,  except  in the  manner  herein  provided  and  for  the
equal,  ratable  and common  benefit of all  holders of Notes.  For
the protection  and  enforcement of the provisions of this Section
5.6,  each and every  Noteholder  shall be  entitled to such relief
as can be given either at law or in equity.

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

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

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

SECTION 5.9     Rights  and  Remedies   Cumulative.   No  right  or
remedy herein  conferred upon or reserved to the Indenture  Trustee
or to the  Noteholders  is  intended to be  exclusive  of any other
right or remedy,  and every right and remedy  shall,  to the extent
permitted  by law,  be  cumulative  and in  addition to every other
right and remedy given  hereunder  or now or hereafter  existing at
law or in equity 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 1.1

SECTION 5.10    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 or Event
of Default  shall  impair any such right or remedy or  constitute a
waiver of any such  Default or Event of Default or an  acquiescence
therein.  Every  right  and  remedy  given by this  Article V or by
law  to  the  Indenture  Trustee  or  to  the  Noteholders  may  be
exercised  from  time  to  time,  and as  often  as  may be  deemed
expedient,  by the Indenture Trustee or by the Noteholders,  as the
case may be.

SECTION 5.11    Control by  Noteholders.  The Holders of a majority
in  aggregate  principal  amount of the  outstanding  Notes  shall,
subject  to  provision  being  made  for  indemnification   against
costs,  expenses  and  liabilities  in a form  satisfactory  to the
Indenture  Trustee,  have the right to direct the time,  method and
place of  conducting  any  Proceeding  for any remedy  available to
the Indenture  Trustee with respect to the Notes or exercising  any
trust  or  power  conferred  on the  Indenture  Trustee;  provided,
however, that:

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

(2)   subject to the express  terms of Section 5.4,  any  direction
to the  Indenture  Trustee to sell or  liquidate  the Trust  Assets
shall be by the  Holders of Notes  representing  not less than 100%
of the outstanding Notes;

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

(4)   the  Indenture  Trustee  may take  any  other  action  deemed
proper  by the  Indenture  Trustee  that is not  inconsistent  with
such direction;  provided,  however,  that, subject to Section 6.1,
the  Indenture  Trustee need not take any action that it determines
might  cause it to incur any  liability  (y) with  respect to which
the  Indenture  Trustee  shall have  reasonable  grounds to believe
that adequate  indemnity  against such  liability is not assured to
it and (z) which might  materially  adversely  affect the rights of
any Noteholders not consenting to such action.

SECTION 5.12    Waiver of Past Defaults.

(1)   Prior to the declaration of the  acceleration of the maturity
of a Series of Notes as  provided  in Section  5.2,  the Holders of
not less than a majority  in  principal  amount of the  outstanding
Notes  of such  Series  may  waive  any  past  Default  or Event of
Default and its  consequences  except a Default  (i) in the payment
of  principal  of or  interest  on  any  of the  Notes  or  (ii) in
respect of a covenant or  provision  hereof that cannot be modified
or  amended  without  the  consent of the Holder of each such Note.
In the case of any such waiver,  the Issuer,  the Indenture Trustee
and the  Noteholders  shall be restored to their  former  positions
and  rights  hereunder,  respectively;  but no  such  waiver  shall
extend to any  subsequent  or other  Default  or  impair  any right
consequent thereto.

(2)   Upon any such waiver,  such Default  shall cease to exist and
be  deemed to have been  cured  and not to have  occurred,  and any
Event of  Default  arising  therefrom  shall be deemed to have been
cured  and  not  to  have  occurred,  for  every  purpose  of  this
Indenture;  but no such waiver  shall extend to any  subsequent  or
other  Default or Event of  Default or impair any right  consequent
thereto.

SECTION 5.13    Undertaking   for  Costs.   All   parties  to  this
Indenture  agree,  and each  Holder  of any  Note by such  Holder's
acceptance  thereof shall be deemed to have agreed,  that any court
may  in  its  discretion   require,   in  any  Proceeding  for  the
enforcement  of any right or remedy  under  this  Indenture,  or in
any  Proceeding  against  the  Indenture  Trustee  for  any  action
taken,  suffered or omitted by it as Indenture Trustee,  the filing
by any party  litigant in such  Proceeding of an undertaking to pay
the  costs of such  Proceeding,  and  that  such  court  may in its
discretion   assess   reasonable   costs,    including   reasonable
attorneys'  fees and expenses,  against any party  litigant in such
Proceeding,  having  due regard to the merits and good faith of the
claims  or  defenses   made  by  such  party   litigant;   but  the
provisions of this Section 5.13 shall not apply to:

(1)   any Proceeding instituted by the Indenture Trustee;

(2)   any  Proceeding  instituted  by any  Noteholder,  or group of
Noteholders,  in each case holding in the  aggregate  more than 10%
of the aggregate principal amount of the Notes; or

(3)   any   Proceeding   instituted  by  any   Noteholder  for  the
enforcement  of the  payment of  principal  of or  interest  on any
Note on or after the  respective  due dates  expressed in such Note
and in this Indenture  (or, in the case of redemption,  on or after
the Redemption Date).

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

SECTION 5.15    Action on Notes.  The Indenture  Trustee's right to
seek and  recover  judgment  on the Notes or under  this  Indenture
shall not be affected by the seeking,  obtaining or  application of
any  other  relief  under  or  with  respect  to  this   Indenture.
Neither  the lien of this  Indenture  nor any rights or remedies of
the Indenture  Trustee or the Noteholders  shall be impaired by the
recovery  of any  judgment  by the  Indenture  Trustee  against the
Issuer or by the levy of any  execution  under such  judgment  upon
any  portion  of the Trust  Assets 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 5.4(b) hereof.

SECTION 5.16    Performance and Enforcement of Certain Obligations.

(1)   Promptly  following a request from the  Indenture  Trustee to
do so and at the  Administrator's  expense,  the  Issuer  agrees to
take all such lawful  action as the  Indenture  Trustee may request
to compel or secure the  performance  and  observance by the Seller
and the  Servicer  of their  respective  obligations  to the Issuer
under  or  in   connection   with  the  Trust  Sale  and  Servicing
Agreement  and the  Receivables  Purchase  Agreement or by Navistar
Financial  of its  obligations  under  or in  connection  with  the
Receivables   Purchase  Agreement  in  accordance  with  the  terms
thereof, and to exercise any and all rights,  remedies,  powers and
privileges   lawfully   available   to  the  Issuer   under  or  in
connection  with the  Trust  Sale 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  Seller  or the  Servicer  thereunder  and the  institution  of
legal  or  administrative  actions  or  proceedings  to  compel  or
secure  performance  by the Seller or the Servicer of each of their
obligations under the Trust Sale and Servicing Agreement.

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

(3)   Promptly  following a request from the  Indenture  Trustee to
do so and at the  Administrator's  expense,  the  Issuer  agrees to
take all such lawful  action as the  Indenture  Trustee may request
to compel or secure the  performance  and  observance  by  Navistar
Financial of its  obligations  to the Seller under or in connection
with the  Receivables  Purchase  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  Receivables  Purchase  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   Seller   thereunder   and  the   institution   of   legal  or
administrative   actions  or   proceedings   to  compel  or  secure
performance  by Navistar  Financial  of its  obligations  under the
Receivables Purchase Agreement.

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

SECTION 5.17    Early  Amortization  Events.  Immediately  upon the
occurrence of any event  described  below or in the related  Series
Supplement  for a Series of Notes,  subject to  applicable  law and
any other  condition  specified in the related  Series  Supplement,
and after any  applicable  grace period  specified  below or in the
Series Supplement,  an amortization event (an "Early  Amortization
Event")  shall  occur  without  any  notice or other  action on the
part of any party solely with respect to the affected Series.

(1)   the  filing  of  an  order  for  relief  by  a  court  having
jurisdiction  in the  premises  in  respect  of any  Securitization
Party or any  substantial  part of the Collateral in an involuntary
case  under  the  Bankruptcy   Code,  and  such  order  shall  have
continued  undischarged  or  unstayed  for a period of 90 days;  or
the filing of a decree or order by a court having  jurisdiction  in
the  premises  approving  as  properly  filed  a  petition  seeking
reorganization,  arrangement,  adjustment  or  composition  of such
Securitization  Party  under any  other  Insolvency  Law,  and such
decree or order shall have continued  undischarged  or unstayed for
a  period  of 90 days;  or the  filing  of a  decree  or order of a
court having  jurisdiction  in the premises  appointing a receiver,
liquidator,  assignee,  custodian, trustee, sequestrator or similar
official of any  Securitization  Party or for any substantial  part
of the  Collateral,  or ordering the  winding-up or  liquidation of
any  Securitization  Party's  affairs,  and  such  decree  or order
shall have continued  undischarged  and unstayed for a period of 90
consecutive days; or

(2)   the commencement by any  Securitization  Party of a voluntary
case under the  Bankruptcy  Code;  or the  filing of a petition  or
answer   or   consent   by   any   Securitization   Party   seeking
reorganization,  arrangement,  adjustment or composition  under any
other  Insolvency  Law,  or  consent  to the  filing  of  any  such
petition,  answer or consent;  or the  consent by a  Securitization
Party  to the  appointment  or  taking  possession  by a  receiver,
liquidator,  assignee,  custodian, trustee, sequestrator or similar
official of the  Securitization  Party or for any substantial  part
of the Collateral,  or the making by a  Securitization  Party of an
assignment  for the  benefit  of  creditors,  or the  admission  in
writing of its  inability to pay its debts  generally as such debts
become due; or

(3)   the Trust or the Seller shall become an "investment  company"
within the meaning of the Investment Company Act.
(1)

SECTION 5.18    Investment  Event.  An  Investment  Event  for  any
Series of Notes  shall be the  events so  defined,  if any,  in the
Series Supplement relating to the Series of Notes.

ARTICLE 6
                        THE INDENTURE TRUSTEE

SECTION 6.1     Duties of Indenture Trustee.

(1)   If an Event of Default  has  occurred  and is  continuing  of
which a  Responsible  Officer of the  Indenture  Trustee has actual
knowledge,  the  Indenture  Trustee  shall  exercise the rights and
powers  vested in it by this  Indenture  and use the same degree of
care  and  skill  in  their  exercise  as a  prudent  person  would
exercise  or use under the  circumstances  in the  conduct  of such
person's own affairs,  including without limitation,  continuing to
hold the  Collateral  and receive  collections  on the  Receivables
included  therein  as  provided  in the  Trust  Sale and  Servicing
Agreement.

(2)   Except during the continuance of an Event of Default:

(1)   the Indenture  Trustee  undertakes to perform such duties and
      only  such  duties  as are  specifically  set  forth  in this
      Indenture and the Trust Sale and  Servicing  Agreement and no
      implied  covenants  or  obligations  shall be read  into this
      Indenture or the Trust Sale and Servicing  Agreement  against
      the Indenture Trustee; and

(2)   in the  absence  of bad  faith  on its  part,  the  Indenture
      Trustee  may  conclusively  rely,  as to  the  truth  of  the
      statements  and the  correctness  of the  opinions  expressed
      therein,  upon  certificates  or  opinions  furnished  to the
      Indenture  Trustee and conforming to the requirements of this
      Indenture;  provided,  however,  that the  Indenture  Trustee
      shall  examine the  certificates  and  opinions to  determine
      whether  or not  they  conform  to the  requirements  of this
      Indenture (but need not confirm or  investigate  the accuracy
      of  any  mathematical  calculations  or  other  facts  stated
      therein).

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

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

(2)   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

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

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

(5)   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 Trust  Sale and  Servicing
Agreement.

(6)   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 to it is not  reasonably  assured or it has not received
an  indemnity  reasonably  satisfactory  to it against such risk or
liability.

(7)   The  Indenture  Trustee  shall have no  discretionary  duties
other  than  performing  those  ministerial  acts set  forth  above
necessary  to  accomplish  the purpose of the Trust as set forth in
this Indenture.

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

SECTION 6.2     Rights of Indenture Trustee.

(1)   The  Indenture  Trustee  may  conclusively  rely and shall be
fully  protected  in  acting  or  refraining  from  acting  on  any
document  (whether in its original or facsimile  form)  believed by
it to be  genuine  and to have  been  signed  or  presented  by the
proper  Person.  The  Indenture  Trustee shall not be bound to make
any   investigation   into  any  fact  or  matter   stated  in  any
resolution,  certificate,  statement,  instrument, opinion, report,
notice,  request,  consent, order, approval, bond or other paper or
document.

(2)   Before the  Indenture  Trustee acts or refrains  from acting,
it may  require  an  Officer's  Certificate  from the  Issuer or an
Opinion of Counsel  that such  action or  omission  is  required or
permitted  hereunder.  The  Indenture  Trustee  shall not be liable
for any  action  it  takes  or  omits  to take  in  good  faith  in
reliance on such Officer's Certificate or Opinion of Counsel.

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

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

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

(6)   The Indenture  Trustee  shall not be under any  obligation to
take any  action  that is  discretionary  under the  provisions  of
this Indenture.

(7)   The Indenture  Trustee shall not be charged with knowledge of
any  default or event of default  unless  either (i) a  Responsible
Officer of the  Indenture  Trustee  shall have actual  knowledge or
(ii) the  Indenture  Trustee  shall have  received  written  notice
thereof from the Issuer or a Noteholder.

(8)   The  Indenture  Trustee  shall  have no duty to  monitor  the
performance  of the Issuer nor shall it have any  liability (in its
capacity as Indenture  Trustee) in connection  with the malfeasance
or  nonmalfeasance  by the  Issuer.  The  Indenture  Trustee  shall
have no  liability  in  connection  with  compliance  by the Issuer
with   statutory  or   regulatory   requirements   related  to  the
Collateral.  The  Indenture  Trustee shall not make or be deemed to
have made any  representations  or  warranties  with respect to the
Collateral or adequacy  thereof or the validity or  sufficiency  of
any assignment of the Collateral to the Indenture Trustee.

(9)   Except as otherwise  explicitly set forth in this  Indenture,
the  Indenture  Trustee shall have no duty or  obligation,  implied
or   otherwise,   to  (i)  attend  any  meetings  of  the  Issuer's
management  or  membership,  (ii) inspect the accounts or books and
records  of  the   Issuer,   (iii)   otherwise   insure   that  the
Noteholders  remain  informed  about the  business of the Issuer or
(iv) furnish to the Noteholders any information from the Issuer.

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

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

SECTION 6.5     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  60  days  after
obtaining  actual  knowledge of the occurrence  thereof.  Except in
the case of a default in payment of  principal  of or  interest  on
any Note,  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 6.6     Reports  by  Indenture  Trustee  to  Holders.   The
Indenture   Trustee   shall   deliver   to  each   Noteholder   the
information  and  documents  set  forth in  Article  VII,  and,  in
addition,  all such  information  with  respect to the Notes as may
be  required  by  the  terms  of  the  Trust  Sale  and   Servicing
Agreement  to be  provided to Holders by the  Indenture  Trustee to
enable such  Holder to prepare  its  federal  and state  income tax
returns  within a  reasonable  time after the Servicer has provided
the  Indenture  Trustee  with  the  information  and  documentation
required by the Indenture Trustee to make such deliveries.

SECTION 6.7     Compensation; Indemnity.

(1)   The Issuer  shall pay out of funds which are  otherwise to be
distributed   to  the   Certificateholders,   or  shall  cause  the
Servicer  pursuant to any Series  Supplement and Section 3.2 of the
Trust  Sale  and  Servicing  Agreement  to  pay,  to the  Indenture
Trustee  from time to time such  compensation  for its  services as
shall  be  agreed  upon  in  writing.   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  pursuant to any Series  Supplement and Section 3.2 of the
Trust  Sale and  Servicing  Agreement  to  reimburse,  out of funds
which are otherwise to be  distributed  to the  Certificateholders,
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 out of funds
which are otherwise to be  distributed  to the  Certificateholders,
or shall cause the  Servicer  out of its own funds  pursuant to the
Trust Sale and  Servicing  Agreement  to  indemnify  the  Indenture
Trustee  in  accordance  with  Section  6.4 of the  Trust  Sale and
Servicing  Agreement.   The  Indenture  Trustee  shall  notify  the
Servicer  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  or  the  Servicer  of  its   obligations
hereunder.  The  Issuer  shall  defend  or cause  the  Servicer  to
defend  any  such  claim,  and  the  Indenture   Trustee  may  have
separate  counsel and the Issuer  shall pay, out of funds which are
otherwise to be  distributed  to the  Certificateholders,  or shall
cause  the  Servicer  out of its  own  funds  to pay the  fees  and
expenses of such counsel.

(2)   The  Issuer's  obligation  to cause the Servicer to honor the
Issuer's   obligations  to  the  Indenture   Trustee  specified  in
Section  6.7(a) shall  survive the  discharge of this  Indenture or
the  earlier  resignation  or  removal  of the  Indenture  Trustee.
When the Indenture  Trustee  incurs  expenses  after the occurrence
of a default  specified  in Section  5.1(e) or (f) with  respect to
the  Issuer,  if the  surviving  entity  has  failed to honor  such
obligation  the  expenses are  intended to  constitute  expenses of
administration  under any  Insolvency  Law or under Title 11 of the
United States Code.

SECTION 6.8     Replacement of Indenture Trustee.

(1)   The  Indenture  Trustee  may at any time  give  notice of its
intent to resign by so  notifying  the Issuer;  provided,  however,
that no such  resignation  shall become effective and the Indenture
Trustee  shall not  resign  prior to the time set forth in Section
6.8(c).  The  Holders  of a  majority  in  aggregate  amount of the
outstanding   Notes  may  remove  the   Indenture   Trustee  by  so
notifying  the  Indenture  Trustee  and  may  appoint  a  successor
Indenture  Trustee.   Such  resignation  or  removal  shall  become
effective  in  accordance  with  Section  6.8(c).  The Issuer shall
remove the Indenture Trustee if:

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

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

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

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

(2)   If the  Indenture  Trustee  gives  notice  of its  intent  to
resign  or is  removed  or if a  vacancy  exists  in the  office of
Indenture  Trustee  for any reason (the  Indenture  Trustee in such
event  being   referred  to  herein  as  the   retiring   Indenture
Trustee),  the  Issuer  shall  promptly  appoint  and  designate  a
successor  Indenture  Trustee  by written  notice to the  resigning
Indenture Trustee.

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

(4)   If a successor  Indenture Trustee does not take office within
60 days after the retiring  Indenture  Trustee  gives notice of its
intent to resign or is removed,  the  retiring  Indenture  Trustee,
the  Issuer or the  Holders of a majority  in  aggregate  amount of
the  outstanding  Notes may petition at the expense of the Servicer
any  court  of  competent  jurisdiction  for  the  appointment  and
designation of a successor Indenture Trustee.

(5)   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.

(6)   Notwithstanding  the  replacement  of the  Indenture  Trustee
pursuant  to this  Section  6.8,  the  Issuer's  obligations  under
Section  6.7 and the  Servicer's  corresponding  obligations  under
the Trust  Sale and  Servicing  Agreement  shall  continue  for the
benefit of the retiring Indenture Trustee.

SECTION 6.9     Merger or Consolidation of Indenture Trustee.

(1)   Any  corporation  into  which the  Indenture  Trustee  may be
merged or  converted or with which it may be  consolidated,  or any
corporation    resulting    from   any   merger,    conversion   or
consolidation  to which the Indenture  Trustee shall be a party, or
any  corporation  succeeding  to  all or  substantially  all of the
corporate  trust  business of the Indenture  Trustee,  shall be the
successor  of  the   Indenture   Trustee   under  this   Indenture;
provided,  however,  that such corporation  shall be eligible under
the  provisions  of Section  6.11,  without the execution or filing
of any  instrument  or any  further  act on the  part of any of the
parties to this  Indenture  except where an  instrument of transfer
or  assignment  is  required  by law  to  effect  such  succession,
anything in this Indenture to the contrary notwithstanding.

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

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

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

(2)   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:

(1)   all  rights,  powers,  duties and  obligations  conferred  or
      imposed  upon the  Indenture  Trustee  shall be  conferred or
      imposed upon and  exercised  or  performed  by the  Indenture
      Trustee and such separate  trustee or co-trustee  jointly (it
      being  understood  that such  separate  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  Issuer  or any  portion  thereof  in any  such
      jurisdiction)  shall be  exercised  and  performed  singly by
      such  separate  trustee  or  co-trustee,  but  solely  at the
      direction of the Indenture Trustee;

(2)   no indenture  trustee hereunder shall be personally liable by
      reason of any act or omission of any other indenture  trustee
      hereunder; and

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

(3)   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  trustee or co-trustee  shall refer to this
Indenture  and the  conditions  of this  Article VI. 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  appointment,   either
jointly  with  the  Indenture  Trustee  or  separately,  as  may be
provided   therein,   subject  to  all  the   provisions   of  this
Indenture,   specifically   including   every   provision  of  this
Indenture  relating to the conduct of,  affecting the liability of,
or  affording  protection  to, the  Indenture  Trustee.  Every such
instrument shall be filed with the Indenture Trustee.

(4)   Any separate  indenture  trustee or co-indenture  trustee may
at  any  time  appoint  the  Indenture  Trustee  as  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,  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.

SECTION 6.11    Eligibility;    Disqualification.   The   Indenture
Trustee  shall  at  all  times  satisfy  the  requirements  of  TIA
ss. 310(a)  and Section  26(a) of the  Investment  Company  Act.  The
Indenture  Trustee shall have a combined  capital and surplus,  and
an aggregate capital,  surplus and undivided  profits,  of at least
$50,000,000  as set  forth  in its  most  recent  published  annual
report of  condition  and (unless  waived by Moody's) it shall have
a long term  unsecured  debt  rating of Baa3 or better by  Moody's.
The Indenture  Trustee  shall comply with TIAss. 310(b);  provided,
however,  that there shall be excluded  from the  operation  of TIA
ss. 310(b)(1)   any  indenture  or   indentures   under  which  other
securities of the Issuer are  outstanding if the  requirements  for
such exclusion set forth in TIAss. 310(b)(1) are met.

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

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

(1)   the Indenture  Trustee is a New York banking  corporation and
satisfies the eligibility requirements set forth in Section 6.11;

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

(3)   the  execution,  delivery and  performance  by the  Indenture
Trustee of this  Indenture  (i) shall not violate any  provision of
any law or  regulation  governing  the banking and trust  powers of
the  Indenture  Trustee or any order,  writ,  judgment or decree of
any court,  arbitrator,  or  Governmental  Authority  applicable to
the  Indenture  Trustee  or any  of  its  assets,  (ii)  shall  not
violate any  provision of the  corporate  charter or by-laws of the
Indenture  Trustee and (iii) shall not  violate any  provision  of,
or  constitute,  with or without notice or lapse of time, a default
under,  or result in the creation or  imposition of any lien on any
properties  included in the  Collateral  pursuant to the provisions
of  any   mortgage,   indenture,   contract,   agreement  or  other
undertaking  to which it is a party,  which  violation,  default or
lien could  reasonably  be  expected to have a  materially  adverse
effect  on  the  Indenture  Trustee's  performance  or  ability  to
perform  its duties  under this  Indenture  or on the  transactions
contemplated in this Indenture;

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

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

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

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

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

ARTICLE 7
                   NOTEHOLDERS' LISTS AND REPORTS

SECTION 7.1     Issuer  To  Furnish  Indenture  Trustee  Names and
Addresses  of  Noteholders.  The Issuer  shall  furnish or cause to
be  furnished  by the  Servicer to the  Indenture  Trustee  (a) not
more than five days  before each date on which  payments  are to be
made,  a  list,  in  such  form  as  the   Indenture   Trustee  may
reasonably  require,  of the names and  addresses of the Holders of
Notes as of the close of business on the related  Record Date,  and
(b) at  such other  times as the  Indenture  Trustee may request in
writing,  within 14 days  after  receipt  by the Issuer of any such
request,  a list of similar  form and content as of a date not more
than 10 days  prior to the time such list is  furnished;  provided,
however,  that  so  long  as the  Indenture  Trustee  is  the  Note
Registrar, no such list shall be required to be furnished.

SECTION 7.2     Preservation  of  Information,  Communications  to
Noteholders.

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

SECTION 7.3     Issuer Fiscal Year.

(1)   Unless the Issuer  otherwise  determines,  the fiscal year of
the Issuer shall end on October 31 of such year.

SECTION 7.4     Reports by Indenture Trustee.

(1)   On each Payment  Date,  the  Indenture  Trustee shall include
with each payment to each  Noteholder a copy of the  statement  for
the  Collection  Period or Periods  applicable to such Payment Date
as  required  pursuant  to  Section  3.4  of  the  Trust  Sale  and
Servicing  Agreement provided the Servicer has previously  provided
the Indenture Trustee with such information as required.

ARTICLE 8
                ACCOUNTS, DISBURSEMENTS AND RELEASES

SECTION 8.1     Collection   of   Money.    Except   as   otherwise
expressly   provided  herein,  the  Indenture  Trustee  may  demand
payment or delivery  of, and shall  receive and  collect,  directly
and  without  intervention  or  assistance  of any fiscal  agent or
other  intermediary,  all money and other  property  payable  to or
receivable by the  Indenture  Trustee  pursuant to this  Indenture.
The  Indenture  Trustee  shall apply all such money  received by it
as provided in this Indenture,  the applicable  Series  Supplement,
the  Receivables   Purchase   Agreement  and  the  Trust  Sale  and
Servicing  Agreement.  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 an Event of  Default  under  this
Indenture  and any  right to  proceed  thereafter  as  provided  in
Article V.

SECTION 8.2     Trust Accounts and Group  Accounts;  Allocations;
Payments.

(1)   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
and  Group  Accounts  as  provided  in any  Series  Supplement  and
Section  4.2 of the Trust  Sale and  Servicing  Agreement  (or with
respect  to any Trust  Account or Group  Account  for any Series of
Notes  issued  after the Closing  Date,  on or prior to the closing
date with respect to such Series of Notes).

(2)   Subject   to  and  in   accordance   with   Section   8.2(e),
Collections  of  Receivables  will be  allocated  to all  Series in
Group  I  in  the   aggregate   in  an  amount  equal  to  Group  I
Collections.  The  excess,  if any,  of  Collections  over  Group I
Collections  will be allocated to any  outstanding  Series that are
not in Group I, as  described  in the  related  Series  Supplement.
Amounts so allocated  to any Series in Group I will not,  except as
specified  in the related  Series  Supplement,  be available to the
Noteholders  of any  Series not in Group I.  Amounts  so  allocated
to any Series not in Group I will not,  except as  specified in the
related Series  Supplement,  be available to the Noteholders of any
Series in Group I.  Allocations  of  Collections  among the  Series
in any group and among the  classes in any Series and  between  the
Noteholders  and the  Certificateholders  shall be set forth in the
related Series Supplement or Supplements.

(3)   Subject to and in accordance  with Section  8.2(e),  Dilution
and  Warranty  Set-Offs on the  Receivables  will be  allocated  to
all Series in Group I in the  aggregate  in an amount  equal to the
Investor  Allocable  Dilution/Warranty  Amount. The excess, if any,
of Dilution and Warranty  Set-Offs over amounts  allocated to Group
I in respect of Dilution  and Warranty  Set-Offs  will be allocated
to any  outstanding  Series  that are not in Group I, as  described
in the  related  Series  Supplement.  Amounts so  allocated  to any
Series in Group I will  not,  except as  specified  in the  related
Series  Supplement,  be available to the  Noteholders of any Series
not in Group I.  Amounts  so  allocated  to any Series not in Group
I will not,  except as specified in the related Series  Supplement,
be  available  to  the  Noteholders  of  any  Series  in  Group  I.
Allocations  of Dilution and Warranty  Set-Offs among the Series in
any group and among the  Classes  in any  Series  and  between  the
Noteholders  and the  Certificateholders  shall be set forth in the
related Series Supplement or Supplements.

(4)   Subject to and in accordance with Section 8.2(e),  Net Losses
and Net  Recoveries  on the  Receivables  will be  allocated to all
Series in Group I in the  aggregate  in an amount equal to Investor
Allocable    Losses    and    Investor    Allocable     Recoveries,
respectively.   The   excess,   if  any,   of  Net  Losses  or  Net
Recoveries  (as  applicable)  over amounts  allocated to Group I in
respect  of Net  Losses or Net  Recoveries,  respectively,  will be
allocated  to any  outstanding  Series  that are not in Group I, as
described in the related  Series  Supplement.  Amounts so allocated
to any  Series in Group I will  not,  except  as  specified  in the
related Series  Supplement,  be available to the Noteholders of any
Series  which is not in Group I.  Amounts  allocated  to any Series
not in  Group  I will  not,  except  as  specified  in the  related
Series  Supplement,  be available to the  Noteholders of any Series
in Group I.  Allocations  of Net  Losses and Net  Recoveries  among
the  Series in any group and among the  Classes  in any  Series and
between the  Noteholders  and the  Certificateholders  shall be set
forth in the related Series Supplement or Supplements.

(5)   For  purposes  of  determining   the  applicable   allocation
percentages  for  any  Series  or  group  in  connection  with  the
allocation of Collections,  Group Collections,  Dilution,  Warranty
Set-Offs,   Net  Losses  and  Net   Recoveries  for  the  specified
Collection Period:

(1)   unless the related Supplement shall provide  otherwise,  each
      Series upon  issuance,  shall be deemed to have been  created
      and in  existence  as of  the  first  day  of the  Collection
      Period in which the related  Series  Cut-Off  Date falls and,
      as a result,  shall be  allocated  (based  on the  applicable
      allocation  percentage) its allocable portion of Collections,
      Group  Collections,  Dilution,  Net Losses and Net Recoveries
      for such Collection Period; and

(2)   unless  the   related   Series   Supplement   shall   provide
      otherwise,  with respect to any Series, if (x) as of the last
      day of any  Collection  Period on or after  the  Amortization
      Period  Commencement  Date for such  Series,  the  amounts on
      deposit  in  the  Collection   Account,   the  Carrying  Cost
      Account,   the  Equalization   Account,  the  Negative  Carry
      Account and the related  Series  Accounts,  Group Accounts or
      Trust  Accounts and  allocable to such Series are  sufficient
      to pay in full the  outstanding  principal  balance,  accrued
      interest and all other amounts  payable by the Trust (whether
      or not then due) with  respect to any such Series of Notes on
      the Payment Date  relating to such  Collection  Period (after
      giving effect to the allocations, distributions,  withdrawals
      and  deposits to be made on such related  Payment  Date) then
      (y) such Series  shall be deemed to have been paid in full on
      such last day and, as a result,  shall not be  allocated  any
      portion of  Collections,  Group  Collections,  Dilution,  Net
      Losses  or  Net  Recoveries  for  any  subsequent  Collection
      Period.  For purposes of making the  determination  in clause
      (x) above, on the date of any such  determination it shall be
      assumed that any theretofore  unpaid Transfer  Deposit Amount
      with respect to the immediately  preceding  Collection Period
      shall  be   allocated   to  such   Series   on  the   related
      Determination   Date  and  shall  be  payable   from  amounts
      allocated to or available  with respect to such Series on the
      related Payment Date.

(6)   On or before the date any  distribution  is to be made by the
Indenture  Trustee,  all amounts  required to be  disbursed  by the
Indenture  Trustee will be deposited by the Indenture  Trustee upon
receipt  into the  applicable  Principal  Funding  Account  or such
other Trust  Account or Group  Account as shall be specified in the
related  Series  Supplement.  The  Indenture  Trustee shall (unless
otherwise  provided in any Series  Supplement)  allocate the amount
deposited  into  such  Principal  Funding  Account  and such  other
Trust  Accounts  and Group  Accounts to the extent and at the times
as  provided  in  the  related  Series  Supplement.  The  Indenture
Trustee  shall pay  amounts to the  Holders  of such  Series to the
extent and at the times provided in the related Series Supplement.

(7)   The Indenture  Trustee shall allocate amounts  deposited in a
Principal   Funding  Account  for  payments  of  principal  on  the
applicable  Series  of  Notes,  and  pay  amounts  to  the  Holders
thereof,  to the extent and at the times  provided  in the  related
Series Supplements.

(8)   Notwithstanding   anything  to  the  contrary   herein,   all
investment  earnings on funds on deposit in the  Principal  Funding
Account,  net of losses and investment  expenses,  shall constitute
Investment  Proceeds  and be applied as  described  in the  related
Series Supplement.

(9)   Notwithstanding  any  provision  of  this  Indenture  to  the
contrary,  for so long as the Seller is the sole  Certificateholder
and  until  the  Indenture  Trustee  shall  have  received  written
notice  from the Trust or the Seller to the  contrary,  all amounts
to   be   distributed    by   the   Indenture    Trustee   to   the
Certificateholders  shall  be  distributed  to  the  Seller  to the
account specified by the Seller.

SECTION 8.3     General  Provisions  Regarding  Trust Accounts and
Group Accounts.

(1)   Subject to Section  6.1(c),  the Indenture  Trustee shall not
in any way be held  liable by reason  of any  insufficiency  in any
of the Trust  Accounts or Group  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
accordance with their terms.

(2)   If  (i) the  Servicer  shall have  failed to give  investment
directions  for any  funds on  deposit  in the  Trust  Accounts  or
Group  Accounts to the  Indenture  Trustee by 11:00 a.m.,  New York
City time (or such  other  time as may be  agreed  by the  Servicer
and the  Indenture  Trustee) on any Business  Day or (ii) an  Event
of Default shall have  occurred and be  continuing  with respect to
the  Notes  but the Notes  shall  not have  been  declared  due and
payable  pursuant  to Section  5.2,  or,  (iii) if such Notes shall
have been  declared due and payable  following an Event of Default,
but  amounts  collected  or  receivable  from the Trust  Assets are
being  applied in  accordance  with Section 5.5 as if there had not
been such a declaration,  then the Indenture  Trustee shall, to the
fullest  extent  practicable,  invest  and  reinvest  funds  in the
Trust   Accounts  and  Group   Accounts  in  Eligible   Investments
specified in clause (a)(4) of the definition thereof.

SECTION 8.4     Release of Collateral.

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

(2)   The  Indenture  Trustee  shall,  at such time as there are no
Notes  Outstanding  and  all  sums  due  to the  Indenture  Trustee
pursuant to Section 6.7 have been paid,  notify the Issuer  thereof
in writing  and upon  receipt  of an Issuer  Request,  release  any
remaining  portion of the  Collateral  that  secured the Notes from
the lien of this  Indenture  and release to the Issuer or any other
Person   entitled   thereto  any  funds  then  on  deposit  in  the
Collection  Account,   the  Equalization  Account  and,  except  as
otherwise  specified in the related  Series  Supplement,  any other
Trust Account or Group  Account.  The  Indenture  Trustee shall (i)
release any remaining  portion of the  Collateral  that secured the
Certificates  from the lien of this  Indenture  and (ii) release to
the Issuer or any other Person  entitled  thereto any funds then on
deposit in the  Collection  Account  only at such time as (x) there
are no Notes  Outstanding  and (y) all  sums  due to the  Indenture
Trustee pursuant to Section 6.7 have been paid.

SECTION 8.5     Opinion of Counsel.  The  Indenture  Trustee  shall
receive at least seven days'  notice when  requested  by the Issuer
to take any action  pursuant to Section 8.4,  accompanied by copies
of any instruments  involved,  and the Indenture Trustee shall also
require as a condition  to such  action,  an Opinion of Counsel and
an  Officer's  Certificate  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  shall  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   pursuant  to  the   provisions   of  this   Indenture  in
connection with any such action.

SECTION 8.6     Effect   of   Group   I  Final   Allocation   Date.
Following  the  occurrence  of the Group I Final  Allocation  Date,
Noteholders  of those  Series  in Group I will no  longer  have any
interest  in the  Collateral  (except  for a claim  on funds in the
Carrying  Cost  Account,   the  Negative   Carry  Account  and  the
Principal  Funding  Accounts)  and shall have no rights  under this
Indenture  except as set forth in the first  paragraph  of  Section
4.1, and all other  representations  and covenants of the Seller or
the Servicer,  as applicable,  and other provisions set forth below
and all  remedies for breaches  thereof,  will no longer  accrue to
the  benefit  of the  Noteholders  of those  Series  in Group I, in
each case,  unless the Revolving Period for any Series  recommences
as provided in the related Series Supplement:

(1)   representations  and  covenants of the Seller in Sections 2.3
and 2.4 of the Trust Sale and  Servicing  Agreement,  to the extent
they relate to the Receivables and the Related Security;

(2)   the representations and covenants of the Servicer in Section
3.3 of the Trust Sale and Servicing  Agreement,  to the extent they
relate to the Related Security;

(3)   the  conditions  to  exchange  of the Seller  Certificate  in
Section 3.4 of the Trust Agreement;

(4)   the  conditions  to the  issuance of a new Series of Notes in
Section 2.1 of this Indenture; and

(5)   the  obligations  of the Servicer to service the  Receivables
under Section 3.1 of the Trust Sale and Servicing Agreement.

           In addition,  upon the  occurrence  of the Group I Final
Allocation  Date,  no  Collections  will be  allocated  to Group I,
unless the  Revolving  Period  with  respect to any Series of Notes
in  Series  in  Group I  recommences  as  provided  in the  related
Series Supplement.

ARTICLE 9
                       SUPPLEMENTAL INDENTURES

SECTION 9.1     Supplemental   Indentures   Without   Consent  of
Noteholders.

(1)   In addition  to the rights to enter into  Series  Supplements
as provided in Section 2.1 of this  Indenture,  without the consent
of the  Holders  of any Notes but with  prior  notice to the Rating
Agencies,  the Issuer and the Indenture  Trustee,  when  authorized
by an Issuer  Order,  at any time and from time to time,  may enter
into  one  or  more  indentures   supplemental   hereto,   in  form
satisfactory  to the  Indenture  Trustee,  or may  amend  a  Series
Supplement for any of the following purposes:

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

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

(3)   to add to the  covenants of the Issuer for the benefit of the
      Noteholders;

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

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

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

(7)   to  modify,  eliminate  or  add  to the  provisions  of  this
      Indenture  or any Series  Supplement  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,  and the  Indenture
      Trustee is hereby  authorized to join in the execution of any
      such   supplemental   indenture   and  to  make  any  further
      appropriate  agreements and stipulations  that may be therein
      contained;

(8)   to modify the definitions of "Base Amount,"  "Warranty Ratio"
      or any of their  constituent terms (as such terms are defined
      in the applicable  Series  Supplement) in connection with the
      adoption   by   International   and  Ford  of  any   warranty
      arrangement,  agreement  or  practice  which is  inconsistent
      with the  methodology  used to calculate the Warranty  Ratio;
      provided,   that  the  Rating   Agency   Condition  has  been
      satisfied with respect to such amendment; and

(9)   to  modify  the  definitions  of  "Base  Amount,"  "Warehouse
      Reserve"  or any of their  constituent  terms (as such  terms
      are  defined  in  the   applicable   Series   Supplement)  in
      connection  with the  adoption by  International  and Ford of
      any  warehouse  arrangement,  agreement or practice  which is
      inconsistent  with  the  methodology  used to  calculate  the
      Warehouse   Reserve;   provided,   that  the  Rating   Agency
      Condition has been satisfied with respect to such amendment.

(2)   The Issuer and the Indenture  Trustee,  when authorized by an
Issuer  Order,  may,  also  without  the  consent  of  any  of  the
Noteholders  but with prior notice to the Rating  Agencies,  at any
time  and  from  time to time  enter  into  one or more  indentures
supplemental   hereto  or  amend  any  Series  Supplement  for  the
purpose of adding any  provisions  to,  changing in any manner,  or
eliminating  any  of  the  provisions  of,  this  Indenture  or any
Series  Supplement  or  modifying  in any  manner the rights of the
Noteholders   under  this  Indenture  or  any  Series   Supplement;
provided,  however,  that such action shall not, as evidenced by an
Opinion of Counsel,  adversely  affect in any material  respect the
interests of any  Noteholder  unless such  Noteholder's  consent is
obtained.

SECTION 9.2     Supplemental    Indentures   With   Consent   of
Noteholders.

(1)   In addition  to the rights to enter into  Series  Supplements
as provided in Section  2.1 of this  Indenture,  the Issuer and the
Indenture  Trustee,  when authorized by an Issuer Order,  also may,
with  prior  notice to the  Rating  Agencies  and with the  written
consent  of  the  Holders  of  not  less  than  a  majority  of the
principal  amount of each Series of Notes  affected in any material
respect  thereby,  by Act of such  Holders  delivered to the Issuer
and the  Indenture  Trustee,  enter into an indenture or indentures
supplemental   hereto  or  amend  any  Series  Supplement  for  the
purpose of adding any  provisions  to,  changing in any manner,  or
eliminating  any  of  the  provisions  of,  this  Indenture  or any
Series  Supplement  or  modifying  in any  manner the rights of the
Noteholders   under  this  Indenture  or  any  Series   Supplement;
provided,   however,   that  no  such  supplemental   indenture  or
amendment  to a Series  Supplement  shall,  without  the consent of
the Holder of each outstanding Note affected thereby:

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

(2)   reduce the percentage of the aggregate  outstanding principal
      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 the provisions of this Indenture or defaults
      hereunder  and their  consequences  as  provided  for in this
      Indenture;

(3)   impair the right to  institute  suit for the  enforcement  of
      specified provisions of this Indenture regarding payment;

(4)   reduce the percentage of the aggregate  outstanding principal
      amount of the Notes required to direct the Indenture  Trustee
      to sell or liquidate  the Trust  Assets  pursuant to Section
      5.4 if the  proceeds  of such sale would be  insufficient  to
      pay the principal  amount of and accrued but unpaid  interest
      on the outstanding Notes;

(5)   modify any  provision  of this  Section 9.2 to  decrease  the
      required   minimum   percentage   necessary  to  approve  any
      amendments to any provisions of this Indenture;

(6)   modify or alter the  provisions  of the  Indenture  regarding
      the  voting of Notes  held by the  Issuer,  the Seller or any
      Affiliate of either of them; or

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

(2)   The  Indenture  Trustee  shall be provided  with and shall be
entitled  to  rely  upon an  Officer's  Certificate  of the  Seller
stating  whether or not any Notes would be affected  (such that the
consent of each Noteholder  would be required) by any  supplemental
indenture  proposed  pursuant  to this  Section  9.2  and any  such
determination  shall be conclusive  and binding upon the Holders of
all Notes,  whether  authenticated and delivered  thereunder before
or after the date upon which such  supplemental  indenture  becomes
effective.  The  Indenture  Trustee  shall  not be  liable  for any
such determination made in good faith.

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

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

SECTION 9.3     Execution   of    Supplemental    Indentures.    In
executing,  or  permitting  the  additional  trusts  created by any
supplemental   indenture  permitted  by  this  Article  IX  or  the
modifications  thereby  of the trusts  created  by this  Indenture,
the  Indenture  Trustee  shall be entitled to receive,  and subject
to  Sections  6.1 and  6.2,  shall be fully  protected  in  relying
upon,  an Opinion of Counsel and an Officer's  Certificate  stating
that the  execution of such  supplemental  indenture is  authorized
or permitted by this  Indenture and that all  conditions  precedent
to the execution of any such  amendment  have been  satisfied.  The
Indenture  Trustee may,  but shall not be obligated  to, enter into
any  such   supplemental   indenture  that  affects  the  Indenture
Trustee's  own rights,  duties,  liabilities  or  immunities  under
this Indenture or otherwise.

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

SECTION 9.5     Conformity   with  Trust   Indenture   Act.   Every
amendment  of  this  Indenture  and  every  supplemental  indenture
executed   pursuant  to  this  Article  IX  shall  conform  to  the
requirements  of the TIA as then in effect if this Indenture  shall
then be required to be qualified and is, in fact,  qualified  under
the TIA.

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

ARTICLE 10
                         REDEMPTION OF NOTES

SECTION 10.1    Redemption.

(1)   A Series of Notes  shall be subject to  redemption  if and to
the extent provided in the related Series Supplement.

(2)   Each  Series of Notes shall be subject to  redemption  as set
forth in this  Section  10.1(b).  In the event  that any  breach of
any of the  representations  and  warranties  set forth in Section
2.3  of  the  Trust  Sale  and  Servicing  Agreement  shall  have a
material  adverse  effect  on  the  Noteholders,  then  either  the
Indenture  Trustee  or the  Holders  of Notes  evidencing  not less
than a  majority  in  aggregate  unpaid  principal  amount  of each
Series  of  Notes,   by  written  notice  to  the  Issuer  and  the
Indenture  Trustee  may  direct  the  Issuer to  redeem  all of the
Notes then  outstanding  on the second  Payment Date  following the
date of such  notice  (or such later  date as may be  specified  in
such notice);  provided,  however, that no such redemption shall be
required  to be made if on or prior to the  earlier of the date the
Redemption  Notice  is or is  required  to be sent to  Noteholders,
the  representations  and  warranties  set forth in Section  2.3 of
the  Trust  Sale  and  Servicing  Agreement  are  satisfied  in all
material   respects  and  any  material   adverse   effect  on  the
Noteholders  caused  thereby  shall  have been  cured.  The  Issuer
shall promptly furnish a copy of such notice to the Seller.

(3)   The  redemption  price  for any  Notes  shall be equal to the
applicable  Redemption  Price  set  forth  in  the  related  Series
Supplement.  The Issuer  shall only be required to redeem  Notes if
it has available  funds  sufficient to pay such amount.  The Issuer
shall furnish the Rating  Agencies  notice of any such  redemption.
If any Notes are to be redeemed  pursuant to this Section  10.1(a),
the Issuer shall furnish  notice  thereof to the Indenture  Trustee
not later  than 10 days  prior to the  applicable  Redemption  Date
and  the  Issuer  shall  deposit  into  the  applicable   Principal
Funding Account,  on or before the applicable  Redemption Date, the
aggregate  Redemption Price of the Notes to be redeemed,  whereupon
all such Notes shall be due and payable on the Redemption Date.

SECTION 10.2    Form of Redemption Notice.

(1)   Notice of  redemption  of any Notes under  Section 10.1 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  Noteholder  of  record of the Notes to be
redeemed  at  such  Noteholder's  address  appearing  in  the  Note
Register.

(2)   All notices of redemption shall state:

(1)   the applicable Redemption Date;

(2)   the applicable Redemption Price;

(3)   the place where the Notes are to be  surrendered  for payment
      of the Redemption  Price (which shall be the Agency Office of
      the  Indenture  Trustee  to  be  maintained  as  provided  in
      Section 3.2);

(4)   the CUSIP number, if applicable; and

(5)   the principal amount of Notes to be redeemed.

(3)   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 10.3    Notes Payable on Redemption Date.

           With respect to any Notes,  such Notes shall,  following
notice of  redemption  as required by Section  10.2 (in the case of
redemption   pursuant   to  Section   10.1),   on  the   applicable
Redemption  Date  cease  to be  Outstanding  for  purposes  of this
Indenture  and  shall  thereafter   represent  only  the  right  to
receive  the  applicable  Redemption  Price and  (unless the Issuer
shall  default  in  the  payment  of  such  Redemption   Price)  no
interest  shall  accrue on such  Redemption  Price  for any  period
after  the  date  to  which  accrued  interest  is  calculated  for
purposes of calculating such Redemption Price.

ARTICLE 11
                            MISCELLANEOUS

SECTION 11.1    Compliance Certificates and Opinions, etc.

(1)   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 upon
request:    (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  and
(ii) an  Opinion of  Counsel  stating  that in the  opinion of such
counsel all such conditions  precedent,  if any, have been complied
with,  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:

(1)   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;

(2)   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;

(3)   a statement  that,  in the  judgment 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

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

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

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

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

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

                (v)  Notwithstanding   Section  2.9  or  any  other
      provision of this Section  11.1,  the Issuer may (A) collect,
      liquidate,  sell or  otherwise  dispose of  Receivables,  the
      Related  Security and  proceeds  thereof as and to the extent
      permitted  or required by the Basic  Documents  and  (B) make
      cash  payments out of the Trust  Accounts and Group  Accounts
      as and to the  extent  permitted  or  required  by the  Basic
      Documents.

SECTION 11.2    Form of Documents Delivered to Indenture Trustee.

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

(2)   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 be based,  insofar as it relates
to  factual   matters,   upon  a  certificate  or  opinion  of,  or
representations  by, an officer or  officers of the  Servicer,  the
Seller,  the  Issuer  or  the   Administrator,   stating  that  the
information  with  respect  to  such  factual  matters  is  in  the
possession  of  the  Servicer,   the  Seller,  the  Issuer  or  the
Administrator,  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.

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

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

SECTION 11.3    Acts of Noteholders.

(1)   Any  request,  demand,   authorization,   direction,  notice,
consent,  waiver or other action  provided by this  Indenture to be
given or taken by  Noteholders  or a Series of  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 shall be subject to
Section  5.11  hereof;  and  except as herein  otherwise  expressly
provided such action shall become  effective  when such  instrument
or instruments are delivered to the Indenture  Trustee,  and, where
it is hereby  expressly  required,  to the Issuer.  Such instrument
or  instruments  (and the action  embodied  therein  and  evidenced
thereby)  are  herein  sometimes  referred  to as the  "Act" of the
Noteholders  signing  such  instrument  or  instruments.  Proof  of
execution of any such  instrument  or of a writing  appointing  any
such agent shall be  sufficient  for any purpose of this  Indenture
and (subject to Section 6.1)  conclusive  in favor of the Indenture
Trustee  and the  Issuer,  if made in the manner  provided  in this
Section 11.3.

(2)   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.

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

(4)   Any  request,  demand,   authorization,   direction,  notice,
consent,  waiver  or other  action  by the  Holder of any Notes (or
any one or more  Predecessor  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.

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

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

(2)   any party  hereunder  shall be  sufficient  for every purpose
hereunder  if in writing  and either sent by  electronic  facsimile
transmission  (with  hard copy to follow via first  class  mail) or
mailed,  by  certified  mail,  return  receipt  requested,   or  by
overnight  mail to the  Issuer  and the Owner  Trustee  each at the
address  specified  in  Appendix B to the Trust Sale and  Servicing
Agreement.

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

(3)   Notices  required  to be given to the Rating  Agencies by the
Issuer,  the  Indenture  Trustee  or the  Owner  Trustee  shall  be
delivered  as  specified  in  Appendix  B to  the  Trust  Sale  and
Servicing Agreement.

SECTION 11.5    Notices to Noteholders; Waiver.

(1)   Where this  Indenture  provides for notice to  Noteholders of
any  condition or event,  such notice shall be  sufficiently  given
(unless  otherwise herein  expressly  provided) if it is in writing
and  mailed,  first-class,   postage  prepaid  to  each  Noteholder
affected by such event,  at such Person's  address as it appears on
the  Note  Register,  not  later  than  the  latest  date,  and not
earlier than the earliest  date,  prescribed for the giving of such
notice.  If notice to  Noteholders  is given by mail,  neither  the
failure  to mail  such  notice  nor any  defect  in any  notice  so
mailed to any particular  Noteholder  shall affect the  sufficiency
of such notice with  respect to other  Noteholders,  and any notice
that is mailed in the manner  herein  provided  shall  conclusively
be  presumed  to have been duly given  regardless  of whether  such
notice is in fact actually received.

(2)   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.

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

(4)   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 an Event of Default.

SECTION 11.6    Alternate Payment and Notice Provisions.

           Notwithstanding  any provision of this  Indenture or any
of the  Notes  to the  contrary,  the  Issuer  may  enter  into any
agreement  with any  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 shall
furnish  to the  Indenture  Trustee a copy of each  such  agreement
and the  Indenture  Trustee  shall  cause  payments  to be made and
notices to be given in accordance with such agreements.

SECTION 11.7    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 11.8    Successors and Assigns.

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

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

SECTION 11.9    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,  the  Noteholders  and the  Note
Owners  and any  other  party  secured  hereunder,  and  any  other
Person  with  an  ownership  interest  in any  part  of  the  Trust
Assets,  any  benefit or any legal or  equitable  right,  remedy or
claim under this Indenture.

SECTION 11.11   Legal Holidays.

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

SECTION 11.12   GOVERNING LAW.

           THIS  INDENTURE  SHALL BE CONSTRUED IN  ACCORDANCE  WITH
THE LAWS OF THE  STATE OF  ILLINOIS,  WITHOUT  REFERENCE  TO ITS OR
ANY  OTHER  JURISDICTION'S  CONFLICT  OF LAW  PROVISIONS,  AND  THE
OBLIGATIONS,  RIGHTS AND  REMEDIES OF THE PARTIES  HEREUNDER  SHALL
BE  DETERMINED  IN ACCORDANCE  WITH SUCH LAWS;  PROVIDED,  HOWEVER,
THAT THE RIGHTS AND  LIABILITIES OF THE INDENTURE  TRUSTEE SHALL BE
CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF NEW YORK.

SECTION 11.13   Counterparts.

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

SECTION 11.14   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 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   No Recourse.

(1)   Each  Noteholder  will  agree  by  acceptance  of a Note  (or
interest  therein)  that no  recourse  may be  taken,  directly  or
indirectly,  with  respect to the  obligations  of the Issuer,  the
Owner Trustee or the  Indenture  Trustee on the Notes or under this
Indenture  or  any  certificate  or  other  writing   delivered  in
connection herewith or therewith, against:

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

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

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

(2)   Except as expressly provided in the Basic Documents,  neither
the  Seller,  the  Servicer,  the  Indenture  Trustee nor the Owner
Trustee in their respective individual  capacities,  any owner of a
beneficial  interest  in the  Issuer,  nor any of their  respective
partners,  owners,  beneficiaries,   agents,  officers,  directors,
employees or  successors  or assigns,  shall be  personally  liable
for,  nor shall  recourse be had to any of them for, the payment of
principal  of or  interest  on, or  performance  of, or omission to
perform,  any of the  covenants,  obligations  or  indemnifications
contained  in the  Notes  or this  Indenture,  it  being  expressly
understood  that such covenants,  obligations and  indemnifications
have been made by the  Issuer.  Each  Noteholder  or Note  Owner by
the  acceptance  of a Note (or  beneficial  interest  therein) will
agree that,  except as expressly  provided in the Basic  Documents,
in the  case of an Event  of  Default  under  this  Indenture,  the
Holder  shall have no claim  against any of the  foregoing  for any
deficiency,  loss  or  claim  therefrom;  provided,  however,  that
nothing  contained  herein  shall be taken to prevent  recourse to,
and enforcement  against,  the assets of the Issuer for any and all
liabilities,   obligations  and  undertakings   contained  in  this
Indenture or in the Notes.

SECTION 11.16   No Petition.

           The Indenture Trustee,  by entering into this Indenture,
and  each  Noteholder  and  Note  Owner,  by  accepting  a Note (or
interest  therein)  issued  hereunder,  hereby  covenant  and agree
that they  shall  not,  prior to the date which is one year and one
day after the  termination  of the Indenture,  acquiesce,  petition
or  otherwise  invoke or cause the  Seller or the  Issuer to invoke
the process of any court or  government  authority  for the purpose
of  commencing  or  sustaining  a case  against  the  Seller or the
Issuer  under  any   Insolvency   Law  or  appointing  a  receiver,
liquidator,  assignee,  trustee,  custodian,  sequestrator or other
similar  official  of the Seller or the  Issuer or any  substantial
part of its  property,  or ordering  the winding up or  liquidation
of the affairs of the Seller or the Issuer.

SECTION 11.17   Inspection.

           The Issuer agrees that, on reasonable  prior notice,  it
shall 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   and  to  discuss  the  Issuer's
affairs,  finances  and  accounts  with the  Issuer's  officers and
employees,  during  normal  business  hours  and as often as may be
reasonably   requested   (with   reasonable   prior  notice).   The
Indenture  Trustee  shall and shall  cause its  representatives  to
hold in  confidence  all  such  information  except  to the  extent
disclosure   may  be   required   by  law   (and   all   reasonable
applications  for   confidential   treatment  are  unavailing)  and
except to the extent  that the  Indenture  Trustee  may  reasonably
determine that such  disclosure is consistent  with its obligations
hereunder.

SECTION 11.18   No Substantive Review of Compliance Documents.

           Other than as  specifically  set forth in this Indenture
for notices which  specifically  contain  information  of which the
Indenture  Trustee is to have notice,  any reports,  information or
other  documents  provided  to the  Indenture  Trustee  are for the
purposes  only of  enabling  the  sending  party to comply with its
document delivery  requirements  hereunder and such party's receipt
of any such  information  shall not,  in and of itself,  constitute
constructive  or actual  notice  to the  Indenture  Trustee  of any
information    contained   therein   or   determinable   from   any
information   contained  therein,   including  the  Issuer  or  the
Servicer's  compliance  with any of its covenants,  representations
or warranties hereunder.

SECTION 11.19   Amendment of Basic Documents.

           The Issuer shall not amend,  modify or grant any consent
or  waiver  with  respect  to the  provisions  of any of the  Basic
Documents  without  the  prior  written  consent  of the  Indenture
Trustee,  except (a)  pursuant to Section 8.1 of the Trust Sale and
Servicing   Agreement,   (b)   pursuant   to  Section  7.1  of  the
Receivables  Purchase  Agreement,  (c)  pursuant  to Section 9.1 of
this  Indenture  or (d) where the Basic  Documents  do not  require
the  consent  of  the   Indenture   Trustee  for  such   amendment,
modification, consent or waiver.

                      *     *     *     *     *

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

                               TRUCK  ENGINE   RECEIVABLES   MASTER
                               TRUST

                               By:   Chase   Manhattan   Bank  USA,
                                     National  Association,  not in
                                     its individual capacity  but
                                     solely as Owner Trustee

                               By:________________________________________
                                     Name:
                                     Title:

                               THE BANK OF NEW YORK
                               as Indenture Trustee

                               By:________________________________________
                                     Name:
                                     Title:

Acknowledged and Accepted:

NAVISTAR FINANCIAL
CORPORATION,
Servicer

By:_____________________________
Name:
Title:
```